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Section 1: 8-K (FORM 8-K)

 

 

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): January 30, 2019

 

 

COLONY BANKCORP, INC.

(Exact Name of Registrant as Specified in Charter)

 

Georgia 000-12436 58-1492391
(State or Other Jurisdiction (Commission (I.R.S. Employer
of  Incorporation) File Number) Identification Number)

 

115 South Grant Street, Fitzgerald, Georgia 31750

(Address of Principal Executive Offices)

 

(229) 426-6000

(Registrant’s Telephone Number, Including Area Code)

 

NOT APPLICABLE

(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:

 

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))

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

 

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 7.01Regulation FD Disclosure

 

Colony Bankcorp intends to make presentations to investors in the near future. A copy of the presentation is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

 

Pursuant to the rules and regulations of the Securities and Exchange Commission, the information in Item 7.01 disclosures, including Exhibit 99.1 and information set forth therein, is deemed to have been furnished and shall not be deemed to be “filed” under the Securities Exchange Act of 1934.

 

Item 9.01.Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit   
Number  Description
    
99.1  Colony Bankcorp's slide presentation to be used with investors.

 

SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

Date: January 30, 2019

 

  COLONY BANKCORP, INC.
     
     
  By: /s/ Terry L. Hester
    Terry L. Hester
    Executive Vice President and
    Chief Financial Officer

 

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Section 2: EX-99.1 (EXHIBIT 99.1)

Exhibit 99.1

 

January 2019

 

 

Certain statements contained in this presentation that are not statements of historical fact constitute forward - looking statemen ts within the meaning of the Private Securities Litigation Reform Act of 1995 (the “Act”), notwithstanding that such statements are not specifically identified. In addition, certain statements may be contained in the Company’s future filings with the SEC, in pr ess releases, and in oral and written statements made by or with the approval of the Company that are not statements of historical fact and constitute forward - looking statements within the meaning of the Act. Examples of forward - looking statements include, but are not limited to: (i) projections of revenues, income or loss, earnings or loss per share, the payment or nonpayment of dividends, cap ital structure and other financial items; (ii) statement of plans and objectives of Colony Bankcorp, Inc. or its management or Boa rd of Directors, including those relating to products or services; (iii) statements of future economic performance; (iv) statements of the anticipated benefits of the proposed acquisition of LBC Bancshares, Inc. (“LBC”) and the timing of the closing of such acquis iti on; and (v) statements of assumptions underlying such statements. Words such as “believes,” “anticipates,” “expects,” “intends,” “tar get ed” and similar expressions are intended to identify forward - looking statements but are not the exclusive means of identifying such statements. Prospective investors are cautioned that any such forward - looking statements are not guarantees of future performance and involv e known and unknown risks and uncertainties, including, among others, the Company’s ability to implement its various strategic initiatives, and the Company’s ability to consummate its proposed acquisition of LBC and realize the anticipated benefits of suc h acquisition, which may cause the actual results, performance or achievements of the Company to be materially different from t he future results, performance or achievements expressed or implied by such forward - looking statements. Forward - looking statements are based on the information known to, and current beliefs and expectations of, the Company’s management and are subject to significant risks and uncertainties. Actual results may differ materially from those contemplated by such forward - looking statem ents. A number of factors could cause actual results to differ materially from those contemplated by the forward - looking statements in this presentation. Many of these factors are beyond the Company’s ability to control or predict. These forward - looking statements are based upon information presently known to the Company’s management and are inherently subjective, uncertain and subject to change due to any number of risks and uncertainties, including, without limitation, the ris ks and other factors set forth in the Company’s filings with the Securities and Exchange Commission, the Company’s Annual Report on For m 10 - K for the year ended December 31, 2017, under the captions “Forward - Looking Statements and Factors that Could Affect Future Results” and “Risk Factors” and in the Company’s quarterly reports on Form 10 - Q and current reports on Form 8 - K. Forward - looking statements speak only as of the date on which the statements are made. The Company undertakes no obligation to update any forward - looking statement to reflect events or circumstances after the date on which such statement is made, or to re flect the occurrence of unanticipated events. Readers are cautioned not to place undue reliance on these forward - looking statements. Cautionary Statements 1

 

 

Participants in the Transaction The Company, LBC and certain of their respective directors and executive officers may be deemed to be participants in the sol ici tation of proxies from the shareholders of LBC in connection with the proposed transaction. Certain information regarding the intere sts of these participants and a description of their direct and indirect interests, by security holdings or otherwise, will be inclu ded in the proxy statement/prospectus regarding the proposed transaction when it becomes available. Additional information about the Company and its directors and officers may be found in the definitive proxy statement of the Company relating to its 2018 Ann ual Meeting of Shareholders filed with the SEC on April 20, 2018. The definitive proxy statement can be obtained free of charge f rom the sources described above. Additional Information About the Merger and Where to Find It This presentation does not constitute an offer to sell or the solicitation of an offer to buy any securities, or a solicitati on of any vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be un law ful prior to registration or qualification under the securities laws of any such jurisdiction. In connection with the proposed Merger of the Company and LBC, the Company will file with the SEC a registration statement on Form S - 4 that will include a proxy statement of LBC and a prospectus of the Company, as well as other relevant documents concerning the proposed transaction. WE URGE INVESTORS AND SECURITY HOLDERS TO READ THE REGISTRATION STATEMENT ON FORM S - 4, THE PROXY STATEMENT/PROSPECTUS INCLUDED WITHIN THE REGISTRATION STATEMENT ON FORM S - 4 AND ANY OTHER RELEVANT DOCUMENTS TO BE FILED WITH THE SEC IN CONNECTION WITH THE PROPOSED MERGER BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE COMPANY, LBC AND THE PROPOSED MERGER. The proxy statement/prospectus will be sent to the shareholders of LBC seeking the required shareholder approval. Investors and securit y holders will be able to obtain free copies of the registration statement on Form S - 4 and the related proxy statement/prospectus, when filed, as well as other documents filed with the SEC by the Company through the web site maintained by the SEC at www.sec.gov . Documents filed with the SEC by the Company will also be available free of charge by directing a written request to Colony Bankcorp , Inc., 115 South Grant Street, Fitzgerald, Georgia 31750 Attn: Terry L. Hester. The Company's telephone number is (229) 426 - 6000. Additional Information 2

 

 

Name Position Years in Banking Years With CBAN T. Heath Fountain President and Chief Executive Officer 18 <1 J. Stan Cook EVP, Chief Operating Officer 33 6 Terry L. Hester EVP, Chief Financial Officer 43 43 Edward " Lee " Bagwell EVP, Chief Credit Officer 15 15 Kimberly Dockery EVP, Chief Administrative Officer 12 <1 Lee A. Northcutt Regional Market Executive - East Markets 38 8 Max "Eddie" Hoyle Regional Market Executive – West Markets 39 7 Leadership Team 3

 

 

▪ Founded in 1975 ▪ Headquartered in Fitzgerald, Georgia ▪ $1.3 billion in assets at December 31, 2018 ▪ New leadership focused on growth ▪ 27 locations in Central, Southern and Coastal Georgia ▪ The ninth largest Georgia - based bank in the state and the largest community bank in South Georgia ▪ Strong capital position, solid credit quality Company Profile Locations at December 31, 2018 Atlanta Warner Robins Statesboro Savannah Columbus Albany Fitzgerald Valdosta 3

 

 

▪ Size and capabilities ▪ Attractive footprint ▪ Clean balance sheet ▪ No TARP overhang ▪ New, seasoned leadership with a proven track record Strategic Advantages 5

 

 

Driving High Performance ▪ Change the culture ▪ Assess current talent ▪ Strengthen out team where needed ▪ Initiate new procedures and processes ▪ Proactive business development ▪ Implement a better tracking program ▪ Increase accountability ▪ Implement incentives to retain and attract high caliber bankers 6

 

 

Driving High Performance ▪ Change the culture ▪ Reallocate our resources ▪ Focus on loan and deposit opportunities ▪ Realign balance sheet 7

 

 

Driving High Performance ▪ Change the culture ▪ Reallocate our resources ▪ Attract new bankers ▪ Identify bankers and teams from larger institutions ▪ Create the ideal culture for top bankers ▪ Become the banker’s bank of choice 8

 

 

Driving High Performance ▪ Reaccelerate expansion ▪ Lift out/add to banking teams in current and new markets ▪ Identify potential whole - bank acquisitions ▪ Desired acquisition targets are smaller than targets typically pursued by larger acquisitive banks ▪ Less competition to enter smaller MSAs ▪ Colony offers a good fit culturally ▪ Enhance efficiencies ▪ Leverage expansion profitably ▪ Change the culture ▪ Reallocate our resources ▪ Attract new bankers 9

 

 

Acquisition Target: LBC Bancshares, Inc. 10 Overview Franchise Footprint ▪ Holding company for Calumet Bank ▪ Bank founded in 2008 ▪ LBC Bancshares, Inc. founded in 2014 ▪ Headquartered in LaGrange, GA, with two branches and one loan production office (“LPO”) ▪ Branches located in LaGrange and Columbus, GA ▪ LPO located in Greater Atlanta ▪ Third largest deposit market share in the LaGrange, GA, MSA ▪ Lenny Bateman Jr. (President & CEO) will join Colony Bankcorp upon completion of transaction in 2Q19. Atlanta Warner Robins Statesboro Savannah Columbus Albany Fitzgerald Valdosta Colony Bank Calumet Bank LaGrange

 

 

Summary Transaction Terms 11 52% Stock / 48% Cash Total Consideration Mix for Common $33.7 million or $22.12 per FD share Total Merger Value 170% Price / Tangible Book Value 18.3x Price / LTM EPS 13.9x Price / YTD 2018 EPS (annualized) 7.8x Price / 2019E EPS + Cost Saves (1) 7.9% Core Deposit Premium (2) Second Quarter 2019 Expected Closing Note: Based on LBC Bancshares, Inc.’s financial data as of September 30, 2018, and CBAN closing price of $15.75 as of January 25, 2019 (1) Assumes 100% of projected annual cost savings are realized, tax - effected at a 25.0% effective corporate tax rate (2) Core deposits defined as total deposit accounts greater than $100,000 Source: S&P Global Market Intelligence; Internal estimates

 

 

Transactional Rationale 12 • Natural expansion into logical, contiguous markets in western Georgia • Provides entry into the LaGrange, GA, market and strengthens footprint in Columbus, GA • Creates a more favorable demographic profile for CBA • Pro forma Company ranks third and ninth in largest deposit market share for the LaGrange, GA, and Columbus, GA, markets, respectively Strategic rationale • Projected to be immediately accretive to earnings with a tangible book value dilution recovery period of less than four years • Achievable results with conservative projections • Pricing is consistent with recent transactions for high - performing banks of similar size and geography • Increased scale and capital base to support increased borrower demand Attractive financial outlook • Creates a more favorable pro forma demographic profile for CBAN by expanding footprint in attractive rural Georgia markets • Provides immediate ability to increase scale and build on existing operations in western Georgia while also providing access to the Atlanta loan market • Increased balance sheet and market share can lead to further benefits of scale as well as enhance opportunities for continued growth Franchise well - positioned for growth

 

 

Driving High Performance 12 ▪ Reaccelerate expansion ▪ Target line of business growth ▪ Government guaranteed lending (SBA, USDA) ▪ Mortgage lending ▪ Treasury services ▪ Consider new lines of business as opportunities arise ▪ Change the culture ▪ Reallocate our resources ▪ Attract new bankers

 

 

2016 2017 2018 Diluted earnings per share $0.84 $0.87* $1.40 Dividends per share $0.00 $0.10 $0.20 Return on average assets 0.62% 0.63% 0.99% Return on average total equity 7.17% 8.28% 13.32% Net interest margin 3.51% 3.46% 3.56% Efficiency ratio 71.74% 69.19% 70.05% Three - year Financial Highlights * Net income includes a non - cash charge of $2.0 million or $0.24 per diluted share to revalue the Company’s net deferred tax asset relating to federal income tax legislation enacted on December 22, 2017. 14

 

 

▪ Cash dividends suspended in 2009 ▪ In 2017, the Company reinstated its quarterly cash dividend at a rate of $0.025 per share ▪ The Company increased the quarterly cash dividend to $0.05 per share in 2018 and to $0.075 per share in 2019 ▪ The current indicated annual rate is $0.30 per share, equating to a yield of 1.9% and a payout ratio of 21.1% ▪ Positioned to consider further increases in dividends if earnings continue to grow Dividends Restored 15

 

 

10.3% 9.9% 10.2% 15.5% 14.6% 15.0% 16.6% 15.6% 15.9% 11.3% 11.8% 12.2% 2016 2017 2018 Tier One Leverage Ratio Tier One Ratio Total Risk-based Capital Ratio Common Equity Tier One Capital Ratio Capital Ratios 16

 

 

Solid Core Deposit Franchise 16 Time Deposits 31% Savings and Money - markets 26% Noninterest - Bearing Demand 18% Interest - Bearing Demand 25% As of December 31, 2018 Total Deposits: $1.09 billion MRQ Cost of Deposits: 0.72%

 

 

Loan Portfolio Breakdown Real estate 88% Commercial and agricultural 9% Consumer and other 3% As of December 31, 2018 Commercial construction 7% Residential construction 2% Commercial real estate 55% Residential real estate 27% Farmland 9% $782.0 million $684.3 million 18

 

 

Loan Portfolio Growth (Dollars in millions) $12.5 - $4.4 $11.0 $16.7 2015 2016 2017 2018 Net Loan Growth 19

 

 

(Dollars in millions) $12.4 $7.5 $9.5 $18.7 $11.8 $11.3 2016 2017 2018 Nonperforming Loans Nonperforming Assets Asset Quality Trends 20

 

 

▪ Strong, experienced management team ▪ Renewed focus on generating organic loan and deposit growth ▪ Potential acquisition opportunities ▪ Nimble, with responsive decision/credit process ▪ Positioned to expand in existing and new lines of business ▪ Strong capital position, solid credit quality Key Investment Points 21

 

 

NASDAQ: CBAN


 

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