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%.