EX-99.1
2
ex991-projectblueproformaf.htm
EXHIBIT 99.1
Exhibit
ATLANTIC CAPITAL BANCSHARES, INC.
UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL INFORMATION
On April 5, 2019, Atlantic Capital Bancshares, Inc. (the "Company") completed the previously announced Branch Sale (as defined in Item 2.01 of this Current Report on Form 8-K) pursuant to a Purchase and Assumption Agreement (the "Purchase Agreement"), dated November 14, 2018, by and between the Company's wholly-owned subsidiary, Atlantic Capital Bank, N.A. (the "Bank") and FirstBank. In connection with the Branch Sale, FirstBank purchased approximately $385 million in loans and assumed approximately $598 million in deposits, and the Bank made a payment to FirstBank of approximately $166 million pursuant to the terms of the Purchase Agreement, all of which are subject to customary post-closing adjustments.
The unaudited pro forma consolidated balance sheet as of December 31, 2018 and the unaudited pro forma consolidated statement of operations for the year ended December 31, 2018 are presented as if the Branch Sale had occurred on December 31, 2018. The pro forma adjustments are based on currently available information, estimates and assumptions that the Company believes are reasonable in order to reflect, on a pro forma basis, the impact of the Branch Sale on the Company's historical financial information. The unaudited pro forma financial information is for informational purposes only, is not intended to represent or be indicative of what the Company's results of operations or financial position would have been had the Branch Sale occurred on the dates indicated, and should not be considered representative of the Company's future results or financial position. The unaudited pro forma financial information should be read together with, and should not be considered a substitute for, the Company's audited consolidated financial statements and accompanying notes as of and for the year ended December 31, 2018, and Management's Discussion and Analysis of Financial Condition and Results of Operations included in the Company's Annual Report on Form 10-K for the year ended December 31, 2018 ("Annual Report"). The actual future financial position or results of operations of the Company many differ materially from the unaudited pro forma financial information due to a number of factors described in "Risk Factors" under Item 1A of Part 1 of the Company's Annual Report and "Forward-Looking Statements" under Item 1 of Part 1 of the Company's Annual Report and other factors.
Atlantic Capital Bancshares, Inc.
Unaudited Pro Forma Consolidated Balance Sheet
December 31, 2018
(in thousands, except share data)
Historical
Pro Forma Adjustments
Pro Forma
ASSETS
Cash and due from banks
$
42,895
$
(4,234
)
(a)
$
38,661
Interest-bearing deposits in banks
216,040
-
216,040
Other short-term investments
9,457
-
9,457
Cash and cash equivalents
268,392
(4,234
)
264,158
Securities available-for-sale
402,486
402,486
Other investments
29,236
-
29,236
Loans held for sale
5,889
-
5,889
Loans held for sale - discontinued operations
373,030
(373,030
)
(a)
-
Loans held for investment
1,728,073
-
1,728,073
Less: allowance for loan losses
(17,851
)
-
(17,851
)
Loans held for investment, net
1,710,222
-
1,710,222
Premises held for sale - discontinued operations
7,722
(7,722
)
(a)
-
Premises and equipment, net
9,779
-
9,779
Bank owned life insurance
65,149
-
65,149
Goodwill - discontinued operations
4,555
(4,555
)
(a)
-
Goodwill and intangible assets, net
21,523
(1,405
)
(a)
20,118
Other real estate owned
874
-
874
Other assets
56,583
-
56,583
Total assets
$
2,955,440
$
(390,946
)
$
2,564,494
LIABILITIES AND SHAREHOLDERS' EQUITY
Deposits:
Noninterest-bearing demand
$
602,252
$
-
$
602,252
Interest-bearing checking
252,490
-
252,490
Savings
725
-
725
Money market
987,183
-
987,183
Time
10,623
-
10,623
Brokered deposits
99,241
-
99,241
Deposits to be assumed - discontinued operations
585,429
(585,429
)
(a)
-
Total deposits
2,537,943
(585,429
)
1,952,514
Securities sold under agreements to repurchase - discontinued operations
6,220
(6,220
)
(a)
-
Federal Home Loan Bank borrowings
-
175,355
(a)
175,355
Long-term debt
49,704
-
49,704
Other liabilities
37,920
-
37,920
Total liabilities
2,631,787
(416,294
)
2,215,493
SHAREHOLDERS' EQUITY
Preferred stock, no par value; 10,000,000 shares authorized; no shares issued and outstanding as of December 31, 2018
-
-
-
Common stock, no par value; 100,000,000 shares authorized; 25,290,419 shares issued and outstanding as of December 31, 2018
291,771
-
291,771
Retained earnings
42,187
25,348
(a)
67,535
Accumulated other comprehensive (loss) income
(10,305
)
-
(10,305
)
Total shareholders' equity
323,653
25,348
349,001
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY
$
2,955,440
$
(390,946
)
$
2,564,494
(a) Reflects the net purchase price cash outlay related to the sale of the Tennessee and northwest Georgia operations and mortgage business to FirstBank, derecognition of the related assets and liabilities held for sale, and gain on sale using a tax rate of 25%.
Atlantic Capital Bancshares, Inc.
Unaudited Pro Forma Consolidated Statement of Operations
For the year ended December 31, 2018
(in thousands except share and per share data)
Historical
Pro Forma Adjustments
Pro Forma
INTEREST INCOME
Loans, including fees
$
98,334
$
(18,224
)
(a)
$
80,110
Investment securities available-for-sale
10,912
-
10,912
Interest and dividends on other interest-earning assets
3,738
-
3,738
Total interest income
112,984
(18,224
)
94,760
INTEREST EXPENSE
Interest on deposits
16,550
(4,044
)
(a)
12,506
Interest on Federal Home Loan Bank advances
2,399
-
2,399
Interest on federal funds purchased and securities sold under
agreements to repurchase
344
(40
)
(a)
304
Interest on long-term debt
3,304
-
3,304
Total interest expense
22,597
(4,084
)
18,513
NET INTEREST INCOME BEFORE PROVISION FOR LOAN LOSSES
90,387
(14,140
)
76,247
Provision for loan losses
(1,151
)
3,097
(a)
1,946
NET INTEREST INCOME AFTER PROVISION FOR LOAN LOSSES
91,538
(17,237
)
74,301
NONINTEREST INCOME
Service charges
5,137
(1,922
)
(a)
3,215
Gains (losses) on sale of securities
(1,855
)
-
(1,855
)
Gains (losses) on sale of other assets
(154
)
-
(154
)
Mortgage income
1,302
(1,302
)
(a)
-
Trust income
1,025
-
1,025
Derivatives income
308
-
308
Bank owned life insurance
1,506
-
1,506
SBA lending activities
3,606
-
3,606
Gain on sale of trust company
1,681
-
1,681
Other noninterest income
838
(123
)
(a)
715
Total noninterest income
13,394
(3,347
)
10,047
NONINTEREST EXPENSE
Salaries and employee benefits
43,480
(11,714
)
(a)
31,766
Occupancy
4,988
(2,016
)
(a)
2,972
Equipment and software
3,596
(779
)
(a)
2,817
Professional services
3,511
-
3,511
Postage, printing and supplies
166
-
166
Communications and data processing
4,205
(1,529
)
(a)
2,676
Marketing and business development
710
-
710
FDIC premiums
562
-
562
Merger and conversion costs
-
-
-
Amortization of intangibles
1,229
(1,229
)
(a)
-
Other noninterest expense
7,485
(2,674
)
(a)
4,811
Total noninterest expense
69,932
(19,941
)
49,991
INCOME FROM CONTINUING OPERATIONS BEFORE PROVISION FOR INCOME TAXES
35,000
(643
)
34,357
Provision for income taxes
6,468
(161
)
(b)
6,307
NET INCOME FROM CONTINUING OPERATIONS
$
28,532
$
(482
)
$
28,050
Net income per common share - basic
$
1.10
$
(0.02
)
$
1.08
Net income per common share - diluted
$
1.09
$
(0.02
)
$
1.07
Weighted average shares - basic
25,947,038
25,947,038
Weighted average shares - diluted
26,111,755
26,111,755
(a) Eliminates the historical revenue and operating expenses of the divested Tennessee and northwest Georgia branches and mortgage business.
(b) Reflects the applicable income tax effects of the pro forma adjustments using a tax rate of 25%.

EX - 99 . 1 2 ex991 - projectblueproformaf . htm EXHIBIT 99 . 1 Exhibit ATLANTIC CAPITAL BANCSHARES , INC . UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL INFORMATION On April 5 , 2019 , Atlantic Capital Bancshares , Inc . ( the " Company " ) completed the previously announced Branch Sale ( as defined in Item 2 . 01 of this Current Report on Form 8 - K ) pursuant to a Purchase and Assumption Agreement ( the " Purchase Agreement " ) , dated November 14 , 2018 , by and between the Company 's wholly - owned subsidiary , Atlantic Capital Bank , N . A . ( the " Bank " ) and FirstBank . In connection with the Branch Sale , FirstBank purchased approximately $ 385 million in loans and assumed approximately $ 598 million in deposits , and the Bank made a payment to FirstBank of approximately $ 166 million pursuant to the terms of the Purchase Agreement , all of which are subject to customary post - closing adjustments . The unaudited pro forma consolidated balance sheet as of December 31 , 2018 and the unaudited pro forma consolidated statement of operations for the year ended December 31 , 2018 are presented as if the Branch Sale had occurred on December 31 , 2018 . The pro forma adjustments are based on currently available information , estimates and assumptions that the Company believes are reasonable in order to reflect , on a pro forma basis , the impact of the Branch Sale on the Company 's historical financial information . The unaudited pro forma financial information is for informational purposes only , is not intended to represent or be indicative of what the Company 's results of operations or financial position would have been had the Branch Sale occurred on the dates indicated , and should not be considered representative of the Company 's future results or financial position . The unaudited pro forma financial information should be read together with , and should not be considered a substitute for , the Company ' s audited consolidated financial statements and accompanying notes as of and for the year ended December 31 , 2018 , and Management 's Discussion and Analysis of Financial Condition and Results of Operations included in the Company 's Annual Report on Form 10 - K for the year ended December 31 , 2018 ( " Annual Report " ) . The actual future financial position or results of operations of the Company many differ materially from the unaudited pro forma financial information due to a number of factors described in " Risk Factors " under Item 1A of Part 1 of the Company 's Annual Report and " Forward - Looking Statements " under Item 1 of Part 1 of the Company 's Annual Report and other factors . Atlantic Capital Bancshares , Inc . Unaudited Pro Forma Consolidated Balance Sheet December 31 , 2018 ( in thousands , except share data ) Historical Pro Forma Adjustments Pro Forma ASSETS Cash and due from banks $ 42,895 $ ( 4,234 ) ( a ) $ 38,661 Interest - bearing deposits in banks 216,040 - 216,040 Other short - term investments 9,457 - 9,457 Cash and cash equivalents 268,392 ( 4,234 ) 264,158 Securities available - for - sale 402,486 402,486 Other investments 29,236 - 29,236 Loans held for sale 5,889 - 5,889 Loans held for sale - discontinued operations 373,030 ( 373,030 ) ( a ) - Loans held for investment 1,728,073 - 1,728,073 Less : allowance for loan losses ( 17,851 ) - ( 17,851 ) Loans held for investment , net 1,710,222 - 1,710,222 Premises held for sale - discontinued operations 7,722 ( 7,722 ) ( a ) - Premises and equipment , net 9,779 - 9,779 Bank owned life insurance 65,149 - 65,149 Goodwill - discontinued operations 4,555 ( 4,555 ) ( a ) - Goodwill and intangible assets , net 21,523 ( 1,405 ) ( a ) 20,118 Other real estate owned 874 - 874 Other assets 56,583 - 56,583 Total assets $ 2,955,440 $ ( 390,946 ) $ 2,564,494 LIABILITIES AND SHAREHOLDERS ' EQUITY Deposits : Non interest - bearing demand $ 602,252 $ - $ 602,252 Interest - bearing checking 252,490 - 252,490 Savings 725 - 725 Money market 987,183 - 987,183 Time 10,623 - 10,623 Brokered deposits 99,241 - 99,241 Deposits to be assumed - discontinued operations 585,429 ( 585,429 ) ( a ) - Total deposits 2,537,943 ( 585,429 ) 1,952,514 Securities sold under agreements to repurchase - discontinued operations 6,220 ( 6,220 ) ( a ) - Federal Home Loan Bank borrowings - 175,355 ( a ) 175,355 Long - term debt 49,704 - 49,704 Other liabilities 37,920 - 37,920 Total liabilities 2,631,787 ( 416,294 ) 2,215,493 SHAREHOLDERS ' EQUITY Preferred stock , no par value ; 10,000,000 shares authorized ; no shares issued and outstanding as of December 31 , 2018 - - - Common stock , no par value ; 100,000,000 shares authorized ; 25,290,419 shares issued and outstanding as of December 31 , 2018 291,771 - 291,771 Retained earnings 42,187 25,348 ( a ) 67,535 Accumulated other comprehensive ( loss ) income ( 10,305 ) - ( 10,305 ) Total shareholders ' equity 323,653 25,348 349,001 TOTAL LIABILITIES AND SHAREHOLDERS ' EQUITY $ 2,955,440 $ ( 390,946 ) $ 2,564,494 ( a ) Reflects the net purchase price cash outlay related to the sale of the Tennessee and northwest Georgia operations and mortgage business to FirstBank , derecognition of the related assets and liabilities held for sale , and gain on sale using a tax rate of 25 % . Atlantic Capital Bancshares , Inc . Unaudited Pro Forma Consolidated Statement of Operations For the year ended December 31 , 2018 ( in thousands except share and per share data ) Historical Pro Forma Adjustments Pro Forma INTEREST INCOME Loans , including fees $ 98,334 $ ( 18,224 ) ( a ) $ 80,110 Investment securities available - for - sale 10,912 - 10,912 Interest and dividends on other interest - earning assets 3,738 - 3,738 Total interest income 112,984 ( 18,224 ) 94,760 INTEREST EXPENSE Interest on deposits 16,550 ( 4,044 ) ( a ) 12,506 Interest on Federal Home Loan Bank advances 2,399 - 2,399 Interest on federal funds purchased and securities sold under agreements to repurchase 344 ( 40 ) ( a ) 304 Interest on long - term debt 3,304 - 3,304 Total interest expense 22,597 ( 4,084 ) 18,513 NET INTEREST INCOME BEFORE PROVISION FOR LOAN LOSSES 90,387 ( 14,140 ) 76,247 Provision for loan losses ( 1,151 ) 3,097 ( a ) 1,946 NET INTEREST INCOME AFTER PROVISION FOR LOAN LOSSES 91,538 ( 17,237 ) 74,301 NONINTEREST INCOME Service charges 5,137 ( 1,922 ) ( a ) 3,215 Gains ( losses ) on sale of securities ( 1,855 ) - ( 1,855 ) Gains ( losses ) on sale of other assets ( 154 ) - ( 154 ) Mortgage income 1,302 ( 1,302 ) ( a ) - Trust income 1,025 - 1,025 Derivatives income 308 - 308 Bank owned life insurance 1,506 - 1,506 SBA lending activities 3,606 - 3,606 Gain on sale of trust company 1,681 - 1,681 Other non interest income 838 ( 123 ) ( a ) 715 Total non interest income 13,394 ( 3,347 ) 10,047 NONINTEREST EXPENSE Salaries and employee benefits 43,480 ( 11,714 ) ( a ) 31,766 Occupancy 4,988 ( 2,016 ) ( a ) 2,972 Equipment and software 3,596 ( 779 ) ( a ) 2,817 Professional services 3,511 - 3,511 Postage , printing and supplies 166 - 166 Communications and data processing 4,205 ( 1,529 ) ( a ) 2,676 Marketing and business development 710 - 710 FDIC premiums 562 - 562 Merger and conversion costs - - - Amortization of intangibles 1,229 ( 1,229 ) ( a ) - Other non interest expense 7,485 ( 2,674 ) ( a ) 4,811 Total non interest expense 69,932 ( 19,941 ) 49,991 INCOME FROM CONTINUING OPERATIONS BEFORE PROVISION FOR INCOME TAXES 35,000 ( 643 ) 34,357 Provision for income taxes 6,468 ( 161 ) ( b ) 6,307 NET INCOME FROM CONTINUING OPERATIONS $ 28,532 $ ( 482 ) $ 28,050 Net income per common share - basic $ 1 . 10 $ ( 0 . 02 ) $ 1 . 08 Net income per common share - diluted $ 1 . 09 $ ( 0 . 02 ) $ 1 . 07 Weighted average shares - basic 25,947,038 25,947,038 Weighted average shares - diluted 26,111,755 26,111,755 ( a ) Eliminates the historical revenue and operating expenses of the divested Tennessee and northwest Georgia branches and mortgage business . ( b ) Reflects the applicable income tax effects of the pro forma adjustments using a tax rate of 25 % .