Table of Contents

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
NEWACBLOGOSA06.JPG
_______________________________________________
FORM 10-Q
_______________________________________________
(Mark One)
ý
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES AND EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2017
OR
¨
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES AND EXCHANGE ACT OF 1934
For the transition period from              to             
COMMISSION FILE NO. 001 -37615
_________________________________________________
ATLANTIC CAPITAL BANCSHARES, INC.
(Exact Name of Registrant as Specified in its Charter)
_________________________________________________
Georgia
20-5728270
(State of Incorporation)
(I.R.S. Employer Identification No.)
 
 
3280 Peachtree Road NE, Suite 1600 Atlanta, Georgia
30305
(Address of principal executive offices)
(Zip Code)
 
(404) 995-6050
 
 
(Registrant’s telephone number, including area code)
 
 
Not Applicable
 
 
(Former name, former address, and former fiscal year, if changed since last report)
 
Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities and Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes   ý     No   ¨
Indicate by check mark whether the Registrant has submitted electronically and posted on its Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the Registrant was required to submit and post such files).    Yes   ý     No   ¨
Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See definition of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer
¨
 
Accelerated filer
ý
Non-accelerated filer
¨
(Do not check if a smaller reporting company)
 
 
 
 
Smaller reporting company
¨
 
 
 
Emerging growth company
ý
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. ¨
Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes   ¨     No   ý
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: Common Stock, no par value: 25,661,631 shares outstanding as of August 1, 2017


Table of Contents

Atlantic Capital Bancshares, Inc. and Subsidiary
Form 10-Q
INDEX
 
 
 
Page
No.
PART I.
 
 
 
Item 1.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Item 2.
 
 
 
Item 3.
 
 
 
Item 4.
 
 
 
PART II.
 
 
 
Item 1.
 
 
 
Item 1A.
 
 
 
Item 2.
 
 
 
Item 3.
 
 
 
Item 4.
 
 
 
Item 5.
 
 
 
Item 6.
 
 
 
 
 


Table of Contents

PART I - FINANCIAL INFORMATION
 
ITEM 1.
FINANCIAL STATEMENTS (UNAUDITED)

Atlantic Capital Bancshares, Inc. and Subsidiary
Consolidated Balance Sheets
 
 
June 30,
2017
 
December 31,
2016
(in thousands, except share data)
 
(unaudited)
 
ASSETS
 
 
 
 
Cash and due from banks
 
$
45,008

 
$
36,790

Interest-bearing deposits in banks
 
36,171

 
118,039

Other short-term investments
 
17,459

 
10,896

Cash and cash equivalents
 
98,638

 
165,725

Securities available-for-sale
 
450,273

 
347,705

Other investments
 
26,741

 
23,806

Loans held for sale
 
1,744

 
35,219

Loans held for investment
 
1,962,091

 
1,981,330

Less: allowance for loan losses
 
(21,870
)
 
(20,595
)
Loans held for investment, net
 
1,940,221

 
1,960,735

Branch premises held for sale
 


2,995

Premises and equipment, net
 
11,997

 
11,958

Bank owned life insurance
 
62,901

 
62,160

Goodwill and intangible assets, net
 
28,446

 
29,567

Other real estate owned
 
1,819

 
1,872

Other assets
 
79,795

 
85,801

Total assets
 
$
2,702,575

 
$
2,727,543

LIABILITIES AND SHAREHOLDERS’ EQUITY
 
 
 
 
Liabilities:
 
 
 
 
Deposits:
 
 
 
 
Noninterest-bearing demand
 
$
612,744

 
$
643,471

Interest-bearing checking
 
250,254

 
264,062

Savings
 
30,170

 
27,932

Money market
 
882,824

 
912,493

Time
 
142,915

 
157,810

Brokered deposits
 
195,047

 
200,223

Total deposits
 
2,113,954

 
2,205,991

Deposits to be assumed in branch sale
 


31,589

Federal funds purchased and securities sold under agreements to repurchase
 
15,000

 

Federal Home Loan Bank borrowings
 
180,000

 
110,000

Long-term debt
 
49,451

 
49,366

Other liabilities
 
24,735

 
26,939

Total liabilities
 
2,383,140

 
2,423,885

SHAREHOLDERS’ EQUITY
 
 
 
 
Preferred Stock, no par value – 10,000,000 shares authorized; no shares issued and outstanding as of June 30, 2017 and December 31, 2016
 

 

Common stock, no par value – 100,000,000 shares authorized; 25,654,521 and 25,093,135 shares issued and outstanding as of June 30, 2017, and December 31, 2016, respectively
 
297,610

 
292,747

Retained earnings
 
24,095

 
16,536

Accumulated other comprehensive (loss) income
 
(2,270
)
 
(5,625
)
Total shareholders’ equity
 
319,435

 
303,658

TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY
 
$
2,702,575

 
$
2,727,543


See Accompanying Notes to Consolidated Financial Statements
1


Atlantic Capital Bancshares, Inc. and Subsidiary
Consolidated Statements of Income
(Unaudited)
 
Three Months Ended
 
Six Months Ended
 
June 30,
 
June 30,
(in thousands, except per share data)
2017
 
2016
 
2017
 
2016
INTEREST INCOME
 
 
 
 
 
 
 
Loans, including fees
$
21,361

 
$
20,282

 
$
41,355

 
$
39,907

Investment securities – available-for-sale
2,355

 
1,327

 
4,373

 
2,928

Interest and dividends on other interest-earning assets
606

 
507

 
1,055

 
780

Total interest income
24,322

 
22,116

 
46,783

 
43,615

INTEREST EXPENSE
 
 
 
 
 
 
 
Interest on deposits
2,481

 
1,841

 
4,528

 
3,514

Interest on Federal Home Loan Bank advances
452

 
147

 
754

 
191

Interest on federal funds purchased and securities sold under agreements to repurchase
76

 
87

 
112

 
154

Interest on long-term debt
824

 
832

 
1,647

 
1,642

Other

 

 

 
38

Total interest expense
3,833

 
2,907

 
7,041

 
5,539

NET INTEREST INCOME BEFORE PROVISION FOR LOAN LOSSES
20,489

 
19,209

 
39,742

 
38,076

Provision for loan losses
1,980

 
777

 
2,614

 
1,145

NET INTEREST INCOME AFTER PROVISION FOR LOAN LOSSES
18,509

 
18,432

 
37,128

 
36,931

NONINTEREST INCOME
 
 
 
 
 
 
 
Service charges
1,274

 
1,392

 
2,623

 
2,890

Gain on sales of securities available-for-sale

 
11

 

 
44

Gain on sales of other assets
666

 
31

 
744

 
79

Mortgage income
388

 
447

 
645

 
786

Trust income
488

 
386

 
895

 
700

Derivatives income
116

 
98

 
65

 
163

Bank owned life insurance
384

 
398

 
762

 
791

SBA lending activities
1,171

 
1,204

 
2,398

 
2,084

TriNet lending activities
20

 
761

 
40

 
1,144

Gains on sale of branches
302

 
3,885

 
302

 
3,885

Other noninterest income
478

 
267

 
670

 
734

Total noninterest income
5,287

 
8,880

 
9,144

 
13,300

NONINTEREST EXPENSE
 
 
 
 
 
 
 
Salaries and employee benefits
10,603

 
10,420

 
21,668

 
20,975

Occupancy
1,074

 
1,274

 
2,304

 
2,374

Equipment and software
996

 
724

 
1,801

 
1,410

Professional services
973

 
760

 
1,877

 
1,508

Postage, printing and supplies
78

 
159

 
163

 
328

Communications and data processing
1,069

 
694

 
2,056

 
1,610

Marketing and business development
179

 
317

 
449

 
584

FDIC premiums
132

 
493

 
446

 
891

Merger and conversion costs
304

 
1,210

 
304

 
1,959

Amortization of intangibles
425

 
668

 
895

 
1,430

Foreclosed property/problem asset expense
107

 
55

 
110

 
159

Other noninterest expense
1,683

 
2,169

 
3,294

 
3,981

Total noninterest expense
17,623

 
18,943

 
35,367

 
37,209

INCOME BEFORE PROVISION FOR INCOME TAXES
6,173

 
8,369

 
10,905

 
13,022

Provision for income taxes
1,844

 
3,222

 
3,346

 
4,944

NET INCOME
$
4,329

 
$
5,147

 
$
7,559

 
$
8,078

NET INCOME PER SHARE:
 
 
 
 
 
 
 
Net income per share – basic
$
0.17

 
$
0.21

 
$
0.30

 
$
0.33

Net income per share – diluted
$
0.17

 
$
0.20

 
$
0.29

 
$
0.32


See Accompanying Notes to Consolidated Financial Statements
2


Atlantic Capital Bancshares, Inc. and Subsidiary
Consolidated Statements of Comprehensive Income
(Unaudited)

 
Three Months Ended
 
Six Months Ended
 
June 30,
 
June 30,
(in thousands)
2017
 
2016
 
2017
 
2016
Net income
$
4,329

 
$
5,147

 
$
7,559

 
$
8,078

Other comprehensive income
 
 
 
 
 
 
 
Unrealized gains (losses) on available-for-sale securities:
 
 
 
 
 
 
 
Unrealized holding gains arising during the period, net of tax of $1,951, $1,043, $2,178, and $2,683, respectively
3,118

 
1,660

 
3,482

 
4,295

Reclassification adjustment for gains included in net income net of tax of $0, ($4), $0, and ($17), respectively

 
(7
)
 

 
(27
)
Unrealized gains on available-for-sale securities, net of tax
3,118

 
1,653

 
3,482

 
4,268

Cash flow hedges:
 
 
 
 
 
 
 
Net unrealized derivative gains (losses) on cash flow hedges, net of tax of $12, $106, ($79), and $470, respectively
19

 
169

 
(127
)
 
742

Changes from cash flow hedges
19

 
169

 
(127
)
 
742

Other comprehensive income, net of tax
3,137

 
1,822

 
3,355

 
5,010

Comprehensive income
$
7,466

 
$
6,969

 
$
10,914

 
$
13,088







See Accompanying Notes to Consolidated Financial Statements
3


Atlantic Capital Bancshares, Inc. and Subsidiary
Consolidated Statements of Shareholders’ Equity
(Unaudited)

 
 
Common Stock
 
 
 
Accumulated Other Comprehensive Income (Loss)
 
 
(in thousands, except share data)
 
Shares
 
Amount
 
Retained Earnings
 
Total
Balance - December 31, 2015
 
24,425,546

 
$
286,367

 
$
3,141

 
$
(1,516
)
 
$
287,992

Comprehensive income:
 
 
 
 
 
 
 
 
 


Net Income
 

 

 
8,078

 

 
8,078

Change in unrealized gains on investment securities available-for-sale, net
 

 

 

 
4,268

 
4,268

Change in unrealized gains on cash flow hedges
 

 

 

 
742

 
742

Total comprehensive income
 
 
 
 
 


 
 
 
13,088

Issuance of restricted stock
 
61,884

 

 

 

 

Issuance of common stock for option exercises
 
196,584

 
1,349

 

 

 
1,349

Issuance of common stock for long-term incentive plan
 
66,149


884

 

 

 
884

Restricted stock activity
 

 
307

 

 

 
307

Stock-based compensation
 

 
446

 

 

 
446

Balance - June 30, 2016
 
24,750,163

 
$
289,353

 
$
11,219

 
$
3,494

 
$
304,066

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Balance - December 31, 2016
 
25,093,135

 
$
292,747

 
$
16,536

 
$
(5,625
)
 
$
303,658

Comprehensive income:
 
 
 
 
 
 
 
 
 
 
Net Income
 

 

 
7,559

 

 
7,559

Change in unrealized gains on investment securities available-for-sale, net
 

 

 

 
3,482

 
3,482

Change in unrealized gains (losses) on cash flow hedges
 

 

 

 
(127
)
 
(127
)
Total comprehensive income
 
 
 
 
 
 
 
 
 
10,914

Issuance of restricted stock
 
61,715

 

 

 

 

Issuance of common stock for option exercises
 
437,872


2,901

 

 

 
2,901

Issuance of common stock for long-term incentive plan
 
61,799

 
1,209

 

 

 
1,209

Restricted stock activity
 

 
473

 

 

 
473

Stock-based compensation
 

 
280

 

 

 
280

Balance - June 30, 2017
 
25,654,521

 
$
297,610

 
$
24,095

 
$
(2,270
)
 
$
319,435



See Accompanying Notes to Consolidated Financial Statements
4


Atlantic Capital Bancshares, Inc. and Subsidiary
Consolidated Statements of Cash Flows (Unaudited)
 
Six Months Ended
 
June 30,
(in thousands)
2017
 
2016
OPERATING ACTIVITIES
 
 
 
Net income
$
7,559

 
$
8,078

Adjustments to reconcile net income to net cash provided by operating activities
 
 
 
Provision for loan losses
2,614

 
1,145

Depreciation, amortization, and accretion
2,757

 
2,960

Amortization of restricted stock compensation
473

 
307

Stock option compensation
280

 
446

Gain on sales of available-for-sale securities

 
(44
)
Loss on disposition of premises and equipment, net
347

 

Net gains on sales of other real estate owned
(222
)
 
(64
)
Gain on sale of tax credit
(426
)
 

Net increase in cash value of bank owned life insurance
(741
)
 
(770
)
Net gains on sale of branches
(302
)
 
(3,885
)
Origination of servicing assets
(593
)
 
(967
)
Proceeds from sales of SBA loans
27,239

 
26,975

Net gains on sale of SBA loans
(1,901
)
 
(1,893
)
Proceeds from sales of TriNet loans

 
97,039

Net gains on sale of TriNet loans

 
(1,144
)
Changes in operating assets and liabilities -
 
 
 
Net change in loans held for sale
9,117

 
(29,480
)
Net (increase) decrease in other assets
7,827

 
1,038

Net increase (decrease) in accrued expenses and other liabilities
9,983

 
7,525

Net cash provided by operating activities
64,011

 
107,266

 INVESTING ACTIVITIES
 
 
 
Activity in securities available-for-sale:
 
 
 
Prepayments
22,563

 
21,147

Maturities and calls
1,690

 
20,932

Sales

 
65,103

Purchases
(121,417
)
 
(77,270
)
Net increase in loans held for investment
(7,872
)
 
(213,434
)
Purchases of Federal Home Loan Bank stock, net
(3,059
)
 
(11,544
)
Purchases of Federal Reserve Bank stock, net
(91
)
 
(3,055
)
Proceeds from sales of other real estate
709

 
1,146

Net cash received (paid) for branch divestiture
5,379

 
(140,295
)
Purchases of premises and equipment, net
(1,183
)
 
(417
)
Net cash used in investing activities
(103,281
)
 
(337,687
)
FINANCING ACTIVITIES
 
 
 
Net change in deposits
(101,062
)
 
86,334

Proceeds from Federal Home Loan Bank advances
1,049,000

 
570,000

Repayments of Federal Home Loan Bank advances
(979,000
)
 
(330,000
)
Proceeds from exercise of stock options
3,245

 
1,446

Net cash (used in) provided by financing activities
(27,817
)
 
327,780

NET CHANGE IN CASH AND CASH EQUIVALENTS
(67,087
)
 
97,359

CASH AND CASH EQUIVALENTS – beginning of period
165,725

 
202,885

CASH AND CASH EQUIVALENTS – end of period
$
98,638

 
$
300,244

 
 
 
 
 
Six Months Ended
 
June 30,
 
2017
 
2016
SUPPLEMENTAL SCHEDULE OF CASH FLOWS
 
 
 
Interest paid
$
7,420

 
$
5,772

Income taxes paid
$
230

 
$
(2,372
)
 

See Accompanying Notes to Consolidated Financial Statements
5


ATLANTIC CAPITAL BANCSHARES, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

NOTE 1 – ACCOUNTING POLICIES AND BASIS OF PRESENTATION
Basis of Presentation
The accounting and financial reporting policies of Atlantic Capital Bancshares, Inc. (“Atlantic Capital” or the “Company”) and its subsidiary conform to accounting principles generally accepted in the United States of America (“GAAP”) and general banking industry practices. The accompanying interim consolidated financial statements have not been audited. All material intercompany balances and transactions have been eliminated.
In management’s opinion, all accounting adjustments necessary to accurately reflect the financial position and results of operations on the accompanying financial statements have been made. These adjustments are normal and recurring accruals considered necessary for a fair and accurate presentation. The accompanying consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in Atlantic Capital’s filing on Form 10-K. The results for interim periods are not necessarily indicative of results for the full year or any other interim periods. Certain prior period amounts have been reclassified to conform to the current year presentation.
NOTE 2 – ACCOUNTING STANDARDS UPDATES AND RECENTLY ADOPTED STANDARDS

In May 2017, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2017-09 - “ Compensation - Stock Compensation (Topic 718): Scope and Modification Accounting .” The amendments in this ASU provide guidance about which changes to the terms or conditions of a share-based payment award require an entity to apply modification accounting in accordance with Topic 718. The amendments will be effective for interim and annual reporting periods beginning after December 15, 2017. This ASU is not expected to have a material impact on Atlantic Capital’s consolidated financial statements.

In March 2017, the FASB issued ASU 2017-08 “ Receivables - Nonrefundable Fees and Other Costs (Subtopic 310-20): Premium Amortization on Purchased Callable Debt Securities.” This guidance shortens the premium amortization period for certain callable debt securities by requiring amortization to the earliest call date. The standard is effective for public companies for annual and interim periods beginning after December 15, 2020. The adoption of this update is not expected to have a material impact on Atlantic Capital’s consolidated financial statements.

In January 2017, the FASB issued ASU 2017-04, “ Intangibles - Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment ,” which intends to simplify goodwill impairment testing by eliminating the second step of the analysis under which the implied fair value of goodwill is determined as if the reporting unit were being acquired in a business combination. The update instead requires entities to compare the fair value of a reporting unit with its carrying amount and recognize an impairment charge for any amount by which the carrying amount exceeds the reporting unit’s fair value, to the extent that the loss recognized does not exceed the amount of goodwill allocated to that reporting unit. ASU 2017-04 must be applied prospectively and is effective for the Company on January 1, 2020. Early adoption is permitted. Atlantic Capital does not expect the new guidance to have a material impact on its financial condition or results of operation.

In August 2016, the FASB issued ASU 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments, to address diversity in how certain cash receipts and cash payments are presented and classified in the statement of cash flows. The amendments provide guidance on the following eight specific cash flow issues: 1) debt prepayment or debt extinguishment costs; 2) settlement of zero-coupon debt instruments or other debt instruments with coupon interest rates that are insignificant in relation to the effective interest rate of the borrowing; 3) contingent consideration payments made after a business combination; 4) proceeds from the settlement of insurance claims; 5) proceeds from the settlement of corporate-owned life insurance policies, including bank-owned life insurance policies; 6) distributions received from equity method investees; 7) beneficial interests in securitization transactions; and 8) separately identifiable cash flows and application of the predominance principle. The amendments are effective for public companies for fiscal years beginning after December 31, 2017, and interim periods within those fiscal years. Early adoption is permitted, including adoption in an interim period. As this guidance only affects the classification within the statement of cash flows, this ASU is not expected to have a material impact on the Company’s consolidated financial statements.

In June 2016, the FASB issued ASU 2016-13 “ Financial Instruments - Credit Losses (Topic 326) Measurement of Credit Losses on Financial Instruments. ” ASU 2016-13 requires an entity to utilize a new impairment model known as the current expected credit loss (“CECL”) model to estimate its lifetime “expected credit loss” and record an allowance that, when deducted from the amortized cost basis of the financial asset, presents the net amount expected to be collected on the financial asset. The CECL model

6


is expected to result in more timely recognition of credit losses. ASU 2016-13 also requires new disclosures for financial assets measured at amortized cost, loans and available-for-sale debt securities. ASU 2016-13 is effective for public companies for annual periods beginning after December 13, 2019, including interim periods within those fiscal years. Entities will apply the standard’s provisions as a cumulative-effect adjustment to retained earnings as of the beginning of the first reporting period in which the guidance is adopted. Atlantic Capital is in the process of evaluating the impact of the adoption of ASU 2016-13 on the Company’s consolidated financial statements and disclosures.

In March 2016, the FASB issued ASU 2016-09, Compensation - Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting . The amendments in ASU 2016-09 simplify several aspects of accounting for employee share-based payments including income tax consequences, classification of awards as either equity or liabilities, and classification on the statement of cash flows. Some areas of the simplification apply only to nonpublic entities. The new guidance will require all income tax effects of awards to be recognized as income tax expense or benefit in the income statement when the awards vest or are settled and additional paid in capital pools will be eliminated. The guidance requires companies to present excess tax benefits as an operating activity on the statement of cash flows rather than as a financing activity. Companies will be required to account for forfeitures of share-based payments by recognizing forfeitures of awards as they occur or estimating the number of awards expected to be forfeited and adjusting the estimate when it is likely to change, as currently required, through an accounting policy election. The guidance will increase the amount an employer can withhold to cover income taxes on awards and still qualify for the exception to liability classification for shares used to satisfy the employer’s income tax withholding obligation. The guidance requires an employer to classify the cash paid to a tax authority when shares are withheld to satisfy its statutory income tax withholding obligation as a financing activity on the statement of cash flows. ASU 2016-09 became effective for the Company on January 1, 2017 and did not have a material effect on its financial position or results of operations.
In February 2016, the FASB issued ASU 2016-2, Leases . Under the new guidance, leases classified as operating leases under previous GAAP must be recorded on the balance sheet. A lessee should recognize in the statement of financial position a liability to make lease payments (the lease liability) and a right-of-use asset representing its right to use the underlying asset for the lease term. The standard is effective for public companies for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. Early adoption is permitted. The new standard must be adopted using a modified retrospective transition, and provides for certain practical expedients. Atlantic Capital is evaluating the significance and other effects of adoption on the consolidated financial statements and related disclosures.
In January 2016, the FASB issued ASU 2016-1, Financial Instruments – Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Liabilities . The guidance in this update requires that equity investments (except those accounting for under the equity method of accounting) be measured at fair value with changes in fair value recognized in net income. However, an entity may choose to measure equity investments that do not have readily determinable fair values at cost minus impairment, if any, plus or minus changes resulting from observable price changes in orderly transactions for the identical or a similar investment of the same issuer. The guidance also simplifies the impairment assessment of equity investments without readily determinable fair values by requiring a qualitative assessment to identify impairment. In addition, the guidance addresses various disclosure and presentation issues related to financial instruments. For public entities, this update is effective for fiscal years beginning after December 15, 2017 with early application permitted. The adoption of this update is not expected to have a material impact on Atlantic Capital’s consolidated financial statements.
In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers . This update is a joint project with the International Accounting Standards Board initiated to clarify the principles for recognizing revenue and to develop a common revenue standard that is meant to remove inconsistencies and weaknesses in revenue requirements, provide a more robust framework for addressing revenue issues, improve comparability of revenue recognition practices, provide more useful information to users of financial statements and simplify the preparation of financial statements. The core principle of the guidance is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. For public companies, this guidance is effective for annual and interim periods beginning after December 15, 2017. Because the guidance does not apply to revenue associated with financial instruments, including loans and securities, Atlantic Capital does not expect this ASU to have a material impact on net interest income and securities gains. Atlantic Capital completed an initial evaluation of the impact to other revenue streams such as service charges and trust income, and believes the most significant changes will be related to disclosures.

7


NOTE 3 – ACQUISITIONS AND DIVESTITURES

On October 31, 2015, Atlantic Capital completed the acquisition of First Security Group, Inc. (“First Security”). First Security operated twenty-five branches in Georgia and Tennessee. In connection with the acquisition, Atlantic Capital acquired approximately $801.1 million of loans and assumed approximately $970.0 million of deposits.

Acquisition-related costs totaled $304,000 for the three and six months ended June 30, 2017, respectively, and $1.2 million and $2.0 million for the three and six months ended June 30, 2016, respectively, and were included in noninterest expense in the consolidated income statement. Acquisition related costs primarily include severance costs, professional services, data processing fees related to systems conversion and other noninterest expenses.

Divestiture of Branches

On December 17, 2015, Atlantic Capital Bank, N.A. (the “Bank”) entered into two separate definitive agreements to sell seven branches in the Tennessee market. The agreement with First Freedom Bank included the sale of three branches located in Algood, Cookeville and Gainesboro, Tennessee for a premium of 2.25% of deposits. The agreement with Athens Federal Community Bank, N.A. included the sale of four branches in Athens, Lenoir City, Madisonville and Sweetwater, Tennessee for a premium of 3.50% of deposits. Both transactions closed in the second quarter of 2016 and resulted in a combined gain of $3.9 million as well as a reduction of approximately $191.0 million in deposits, approximately $34.7 million in loans and approximately $8.6 million in other assets. The gain was somewhat reduced by an impairment of $2.0 million in core deposit intangibles, which was offset by a $344,000 reversal in time deposit premium. There were also $305,000 of expenses associated with the divestitures included in noninterest expense in the second quarter of 2016.

On December 9, 2016, Atlantic Capital entered into a definitive agreement to sell one branch in Cleveland, Tennessee, to SmartBank. The sale closed in the second quarter of 2017, and resulted in a net gain of $302,000 as well as a reduction of approximately $21.9 million in deposits and approximately $27.3 million in loans and other assets. The gross gain of $533,000 was reduced by an impairment of $337,000 in core deposit intangibles, which was offset by a $106,000 reversal in time deposit premium. There were also $38,000 of expenses associated with the divestiture included in noninterest expense in the second quarter of 2017.

8


NOTE 4 – BALANCE SHEET OFFSETTING
Atlantic Capital enters into reverse repurchase agreements in order to invest short-term funds. Atlantic Capital enters into repurchase agreements for short-term financing needs.
The following table presents a summary of amounts outstanding under reverse repurchase agreements, repurchase agreements, and derivative financial instruments including those entered into in connection with the same counterparty under master netting agreements as of June 30, 2017 and December 31, 2016 . While these agreements are typically over-collateralized, U.S. GAAP requires disclosures in this table to limit the amount of such collateral to the amount of the related recognized asset or liability for each counterparty.
(in thousands)
 
 
 
 
 
 
 
 Gross Amounts not Offset in the Balance Sheet
 
 
June 30, 2017
 
Gross Amounts of Recognized Assets
 
Gross Amounts Offset on the Balance Sheet
 
Net Asset Balance
 
Financial Instruments
 
Cash Collateral Received
 
Net Amount
Reverse repurchase agreements
 
$
17,459

 
$

 
$
17,459

 
$
(17,459
)
 
$

 
$

Derivatives
 
4,150

 

 
4,150

 

 

 
4,150

Total
 
$
21,609

 
$

 
$
21,609

 
$
(17,459
)
 
$

 
$
4,150

 
 
 
 
 
 
 
 
 Gross Amounts not Offset in the Balance Sheet
 
 
 
 
Gross Amounts of Recognized Liabilities
 
Gross Amounts Offset on the Balance Sheet
 
Net Liability Balance
 
Financial Instruments
 
Cash Collateral Pledged
 
Net Amount
Repurchase agreements
 
$

 
$

 
$

 
$

 
$

 
$

Derivatives
 
4,244

 

 
4,244

 
(2,929
)
 
(1,315
)
 

Total
 
$
4,244

 
$

 
$
4,244

 
$
(2,929
)
 
$
(1,315
)
 
$

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 Gross Amounts not Offset in the Balance Sheet
 
 
December 31, 2016
 
Gross Amounts of Recognized Assets
 
Gross Amounts Offset on the Balance Sheet
 
Net Asset Balance
 
Financial Instruments
 
Cash Collateral Received
 
Net Amount
Reverse repurchase agreements
 
$
10,896

 
$

 
$
10,896

 
$
(10,896
)
 
$

 
$

Derivatives
 
4,310

 

 
4,310

 

 

 
4,310

Total
 
$
15,206

 
$

 
$
15,206

 
$
(10,896
)
 
$

 
$
4,310

 
 
 
 
 
 
 
 
 Gross Amounts not Offset in the Balance Sheet
 
 
 
 
Gross Amounts of Recognized Liabilities
 
Gross Amounts Offset on the Balance Sheet
 
Net Liability Balance
 
Financial Instruments
 
Cash Collateral Pledged
 
Net Amount
Repurchase agreements
 
$

 
$

 
$

 
$

 
$

 
$

Derivatives
 
4,131

 

 
4,131

 
(1,818
)
 
(2,313
)
 

Total
 
$
4,131

 
$

 
$
4,131

 
$
(1,818
)
 
$
(2,313
)
 
$



9


NOTE 5 – SECURITIES
The following table presents the amortized cost, unrealized gains and losses, and fair value of securities available-for-sale at June 30, 2017 and December 31, 2016 .
 Available-For-Sale
 
Amortized
Cost
 
Gross
Unrealized
Gains
 
Gross
Unrealized
Losses
 
Fair Value
 
 
(in thousands)
June 30, 2017
 
 
 
 
 
 
 
 
Debt securities—
 
 
 
 
 
 
 
 
U.S. Government agencies
 
$
35,299

 
$
105

 
$
(279
)
 
$
35,125

U.S. states and political divisions
 
97,502

 
316

 
(3,650
)
 
94,168

Trust preferred securities
 
4,741

 

 
(53
)
 
4,688

Corporate debt securities
 
19,777

 
119

 
(676
)
 
19,220

Residential mortgage-backed securities
 
296,934

 
3,117

 
(2,979
)
 
297,072

Total
 
$
454,253

 
$
3,657

 
$
(7,637
)
 
$
450,273

 
 
 
 
 
 
 
 
 
December 31, 2016
 
 
 
 
 
 
 
 
Debt securities—
 
 
 
 
 
 
 
 
U.S. Government agencies
 
$
21,485

 
$
24

 
$
(357
)
 
$
21,152

U.S. states and political divisions
 
96,908

 
141

 
(6,877
)
 
90,172

Trust preferred securities
 
4,727

 

 
(202
)
 
4,525

Corporate debt securities
 
19,928

 
72

 
(769
)
 
19,231

Residential mortgage-backed securities
 
214,297

 
2,689

 
(4,361
)
 
212,625

Total
 
$
357,345

 
$
2,926

 
$
(12,566
)
 
$
347,705


The following table presents the amortized cost and fair value of debt securities by contractual maturity at June 30, 2017 . Actual maturities may differ from contractual maturities because borrowers may have the right to call or prepay obligations with or without call or prepayment penalties.
 
 
Available-For-Sale
 
Amortized
Cost
 
Fair
Value
 
(in thousands)
Within 1 year
$
4,140

 
$
4,141

Over 1 year through 5 years
17,642

 
17,472

5 years to 10 years
60,990

 
60,448

Over 10 years
74,547

 
71,140

 
157,319

 
153,201

Residential mortgage-backed securities
296,934

 
297,072

Total
$
454,253

 
$
450,273



10


The following table summarizes available-for-sale securities in an unrealized loss position as of June 30, 2017 and  December 31, 2016 .
 
 
 
Less than 12 months
 
12 months or greater
 
Totals
Available-For-Sale
 
Fair
Value
 
Unrealized
Losses
 
Fair
Value
 
Unrealized
Losses
 
Fair
Value
 
Unrealized
Losses
 
 
(in thousands)
June 30, 2017
 
 
 
 
 
 
 
 
 
 
 
 
U.S. Government agencies
 
$
24,547

 
$
(207
)
 
2,673

 
$
(72
)
 
$
27,220

 
$
(279
)
U.S. states and political divisions
 
75,219

 
(3,552
)
 
3,136

 
(98
)
 
78,355

 
(3,650
)
Trust preferred securities
 

 

 
4,688

 
(53
)
 
4,688

 
(53
)
Corporate debt securities
 

 

 
5,869

 
(676
)
 
5,869

 
(676
)
Residential mortgage-backed securities
 
106,559

 
(1,356
)
 
69,728

 
(1,623
)
 
176,287

 
(2,979
)
Totals
 
$
206,325

 
$
(5,115
)
 
$
86,094

 
$
(2,522
)
 
$
292,419

 
$
(7,637
)
December 31, 2016
 
 
 
 
 
 
 
 
 
 
 
 
U.S. Government agencies
 
$
12,250

 
$
(263
)
 
$
2,881

 
$
(94
)
 
$
15,131

 
$
(357
)
U.S. states and political divisions
 
87,511

 
(6,877
)
 

 

 
87,511

 
(6,877
)
Trust preferred securities
 

 

 
4,525

 
(202
)
 
4,525

 
(202
)
Corporate debt securities
 
7,886

 
(769
)
 

 

 
7,886

 
(769
)
Residential mortgage-backed securities
 
151,406

 
(3,231
)
 
32,550

 
(1,130
)
 
183,956

 
(4,361
)
Totals
 
$
259,053


$
(11,140
)
 
$
39,956

 
$
(1,426
)
 
$
299,009

 
$
(12,566
)

At June 30, 2017 , there were 248 available-for-sale securities that were in an unrealized loss position. Atlantic Capital does not intend to sell and does not believe it will be required to sell securities in an unrealized loss position prior to the recovery of their amortized cost basis. Unrealized losses at June 30, 2017 and December 31, 2016 were attributable to changes in interest rates.
Management evaluates securities for other-than-temporary impairment on a quarterly basis. Consideration is given to the length of time and the extent to which the fair value has been less than cost, the financial condition and near-term prospects of the issuer, among other factors. In analyzing an issuer’s financial condition, management considers whether the securities are issued by the federal government or its agencies, whether downgrades by bond rating agencies have occurred, and industry analysts’ reports. No impairment charges were recognized during the three or six months ended June 30, 2017 or 2016 .
Realized gains and losses are derived using the specific identification method for determining the cost of securities sold. The following table summarizes securities sales activity for the three and six months ended June 30, 2017 and 2016 .
 
 
Three Months Ended June 30,
 
Six Months Ended June 30,
 
 
2017
 
2016
 
2017
 
2016
 
 
(in thousands)
Proceeds from sales
 
$

 
$
60,150

 
$

 
$
65,103

Gross realized gains
 

 
416

 

 
449

Gross realized losses
 

 
(405
)
 

 
(405
)
Net gains on sales of securities
 
$

 
$
11

 
$

 
$
44


Investment securities with a carrying value of $99.3 million and $104.9 million were pledged to secure public funds and other borrowings at June 30, 2017 and December 31, 2016 , respectively.


11


NOTE 6 – LOANS AND ALLOWANCE FOR LOAN LOSSES
The composition of the loan portfolio as of June 30, 2017 and December 31, 2016 , is summarized below.
 
June 30,
2017
 
December 31,
2016
 
(in thousands)
Loans held for sale
 
 
 
Branch loans held for sale
$

 
$
30,917

Other loans held for sale
1,744

 
4,302

Total loans held for sale
$
1,744

 
$
35,219

 
 
 
 
Loans held for investment
 
 
 
Commercial loans:
 
 
 
Commercial and industrial
$
578,888

 
$
531,061

Commercial real estate
982,875

 
858,778

Construction and land
125,058

 
219,352

Mortgage warehouse participations
47,992

 
147,519

Total commercial loans
1,734,813

 
1,756,710

Residential:
 
 
 
Residential mortgages
101,798

 
101,921

Home equity
79,769

 
77,358

Total residential loans
181,567

 
179,279

Consumer
31,981

 
27,338

Other
18,013

 
21,565

Total loans
1,966,374

 
1,984,892

Less net deferred fees and other unearned income
(4,283
)
 
(3,562
)
Less allowance for loan losses
(21,870
)
 
(20,595
)
Loans held for investment, net
$
1,940,221

 
$
1,960,735


At June 30, 2017 and December 31, 2016 , loans with a carrying value of $458.9 million and $474.8 million , respectively, were pledged as collateral to secure FHLB advances and the Federal Reserve discount window.
At June 30, 2017 , the carrying value and outstanding balance of Purchased Credit Impaired (“PCI”) loans accounted for under ASC 310-30 was $11.5 million and $14.5 million , respectively. At December 31, 2016 , the carrying value and outstanding balance of PCI loans accounted for under ASC 310-30 was $15.3 million and $18.7 million , respectively. The following table presents changes in the value of the accretable yield for acquired loans accounted for under ASC 310-30.

 
 
For the Three Months Ended
 
For the Six Months Ended
 
 
June 30, 2017
 
June 30, 2016
 
June 30, 2017
 
June 30, 2016
 
 
(in thousands)
Balance at beginning of period
 
$
3,369

 
$
2,088

 
$
3,467

 
$
2,369

Additions due to acquisitions
 

 

 

 

Accretion
 
(334
)
 
(262
)
 
(779
)
 
(543
)
Reclassification of nonaccretable discount due to improvement in expected cash flows
 
92

 

 
344

 

Other changes, net
 
3

 

 
98

 

Balance at end of period
 
$
3,130

 
$
1,826

 
$
3,130

 
$
1,826


In addition to the accretable yield on PCI loans, the fair value adjustments on purchased loans outside the scope of ASC 310-30 are also accreted to interest income over the life of the loans. At June 30, 2017 , the remaining accretable fair value discount on loans acquired through a business combination and not accounted for under ASC 310-30 was $3.0 million compared to $3.9 million at December 31, 2016 .

12


The allowance for loan losses represents management’s estimate of probable incurred losses in the loan portfolio as of the end of the period. It is comprised of specific reserves for impaired loans and a general allowance for pools of loans with similar characteristics not individually evaluated. The allowance is regularly evaluated for loan losses to maintain an adequate level to absorb probable current inherent losses in the loan portfolio. Factors contributing to the determination of the allowance include the credit worthiness of the borrower, changes in the value of pledged collateral, and general economic conditions. Most loan commitments rated substandard or worse are specifically reviewed for loss potential. For loans deemed to be impaired, a specific allocation is assigned based on the losses expected to be realized from those loans.
The following table presents the balance and activity in the allowance for credit losses by portfolio segment for the three and six months ended June 30, 2017 and 2016 .
 
 
2017
 
2016
Three Months Ended June 30,
 
Commercial
 
Residential
 
Consumer
 
Total
 
Commercial
 
Residential
 
Consumer
 
Total
 
 
(in thousands)
Allowance for loan losses:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Beginning balance
 
$
18,101

 
$
1,406

 
$
432

 
$
19,939

 
$
15,613

 
$
1,502

 
$
493

 
$
17,608

Provision for loan losses
 
2,582

 
(540
)
 
(62
)
 
1,980

 
861

 
(88
)
 
4

 
777

Loans charged-off
 

 
(8
)
 
(57
)
 
(65
)
 
(5
)
 
(25
)
 
(38
)
 
(68
)
Recoveries
 
9

 
2

 
5

 
16

 

 

 
60

 
60

Total ending allowance balance
 
$
20,692

 
$
860

 
$
318

 
$
21,870

 
$
16,469

 
$
1,389

 
$
519

 
$
18,377

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
2017
 
2016
Six Months Ended June 30,
 
Commercial
 
Residential
 
Consumer
 
Total
 
Commercial
 
Residential
 
Consumer
 
Total
 
 
(in thousands)
Allowance for loan losses:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Beginning balance
 
$
18,717

 
$
1,418

 
$
460

 
$
20,595

 
$
16,537

 
$
1,981

 
$
387

 
$
18,905

Provision for loan losses
 
2,879

 
(506
)
 
241

 
2,614

 
1,525

 
(567
)
 
187

 
1,145

Loans charged-off
 
(913
)
 
(54
)
 
(389
)
 
(1,356
)
 
(1,610
)
 
(25
)
 
(184
)
 
(1,819
)
Recoveries
 
9

 
2

 
6

 
17

 
17

 

 
129

 
146

Total ending allowance balance
 
$
20,692

 
$
860

 
$
318

 
$
21,870

 
$
16,469

 
$
1,389

 
$
519

 
$
18,377

The general component of the allowance for loan losses is based on the incurred losses inherent in the portfolio. The loss factors are determined through the generation of probabilities of default (“PDs”) and losses given default (“LGDs”) for groups of similar loans with similar credit grades where Loss Rate = PD x LGD. The PDs and LGDs for the loan portfolio are calculated based on Atlantic Capital’s loss history as well as available market-based data. The loss factor for each pool of loans is adjusted based on Qualitative and Environmental factors to account for conditions in the current environment which management believes are likely to cause a difference between the calculated loss based on historical performance and the incurred loss in the existing portfolio. These factors include: changes in policies and procedures, changes in the economy, changes in nature or volume of the portfolio and in the terms of loans, changes in lending management, changes in past dues and credit migration, changes in the loan review system, changes in the value of collateral and concentration risk and changes in external factors, such as competition, legal and regulatory. On a quarterly basis, management evaluates these factors in order to determine an adjustment unique to Atlantic Capital and its market.
Charge-offs are recognized when the amount of the loss is quantifiable and timing is known. Collateral based loan charge-offs are measured based on the difference between the loan’s carrying value, including deferred fees, and the estimated net realizable value of the loan. When assessing property value for the purpose of determining a charge-off, a third-party appraisal or an independently derived internal evaluation is generally employed.
A loan is considered to be impaired when, based on current information and events, it is probable that all amounts due according to the contractual terms of the loan agreement will not be collected. Loans for which the terms have been modified resulting in a concession, and for which the borrower is experiencing financial difficulties, are considered troubled debt restructurings (“TDRs”) and classified as impaired. Factors considered by management in determining impairment include payment status, collateral value, and the probability of collecting scheduled principal and interest payments when due. Loans that experience insignificant payment delays and payment shortfalls generally are not classified as impaired. Management determines the significance of payment delays and payment shortfalls on a case-by-case basis, taking into consideration all of the circumstances surrounding the loan and the borrower, including the length of the delay, the reasons for the delay, the borrower’s prior payment record, and the amount of the shortfall in relation to the principal and interest owed. A specific allowance is established for individually evaluated impaired loans as needed. Reserves on impaired loans are measured based on the present value of expected future cash flows discounted at the loan’s effective interest rate or the observable market price, or the fair value of the underlying collateral of the loan if the loan is collateral dependent.

13


Atlantic Capital’s policy is to place loans on nonaccrual status, when, in the opinion of management, the principal and interest on a loan is not likely to be repaid in accordance with the loan terms or when the loan becomes 90 days past due and is not both well secured and in the process of collection. When a loan is classified on nonaccrual status, interest previously accrued but not collected is reversed against current interest revenue. Principal and interest payments received on a nonaccrual loan are applied to reduce outstanding principal.
PCI loans are considered past due or delinquent when the contractual principal or interest due in accordance with the terms of the loan agreement remains unpaid after the due date of the scheduled payment. Loans accounted for under ASC 310-30 were not classified as nonaccrual at June 30, 2017 or December 31, 2016 , as the carrying value of the respective loan or pool of loans’ cash flows were considered estimable and collection was probable. Therefore, interest revenue, through accretion of the difference between the carrying value of the loans and the expected cash flows (accretable yield), is being recognized on all acquired loans being accounted for under ASC 310-30.
The balance in the allowance for loan losses and the recorded investment in loans by portfolio segment and based on impairment method is presented in the following table as of June 30, 2017 and December 31, 2016 .
June 30, 2017
 
Commercial
 
Residential
 
Consumer
 
Total
 
 
(in thousands)
Allowance for loan losses:
 
 
 
 
 
 
 
 
Ending allowance balance attributable to loans
 
 
 
 
 
 
 
 
Individually evaluated for impairment
 
$
3,249

 
$

 
$

 
$
3,249

Collectively evaluated for impairment
 
17,370

 
860

 
316

 
18,546

PCI
 
73

 

 
2

 
75

Total ending allowance balance
 
$
20,692

 
$
860

 
$
318

 
$
21,870

 
 
 
 
 
 
 
 
 
Loans:
 
 
 
 
 
 
 
 
Loans individually evaluated for impairment
 
$
16,931

 
$
868

 
$

 
$
17,799

Loans collectively evaluated for impairment
 
1,709,411

 
177,669

 
49,985

 
1,937,065

PCI
 
8,471

 
3,030

 
9

 
11,510

Total ending loans balance
 
$
1,734,813

 
$
181,567

 
$
49,994

 
$
1,966,374

 
 
 
 
 
 
 
 
 
December 31, 2016
 
Commercial
 
Residential
 
Consumer
 
Total
 
 
(in thousands)
Allowance for loan losses:
 
 
 
 
 
 
 
 
Ending allowance balance attributable to loans
 
 
 
 
 
 
 
 
Individually evaluated for impairment
 
$
2,626

 
$
58

 
$

 
$
2,684

Collectively evaluated for impairment
 
16,018

 
1,360

 
459

 
17,837

PCI
 
73

 

 
1

 
74

Total ending allowance balance
 
$
18,717

 
$
1,418

 
$
460

 
$
20,595

 
 
 
 
 
 
 
 
 
Loans:
 
 
 
 
 
 
 
 
Loans individually evaluated for impairment
 
$
13,687

 
$
398

 
$

 
$
14,085

Loans collectively evaluated for impairment
 
1,732,324

 
174,338

 
48,892

 
1,955,554

PCI
 
10,699

 
4,543

 
11

 
15,253

Total ending loans balance
 
$
1,756,710

 
$
179,279

 
$
48,903

 
$
1,984,892




14


The following tables present information on Atlantic Capital’s impaired loans for the three and six months ended June 30, 2017 and 2016 :
 
For the Three Months Ended June 30,
 
2017
 
2016
 
Unpaid
Principal
Balance
 
Recorded
Investment
 
Related
Allowance
 
Average Balance of Recorded Investment While Impaired
 
Interest Income Recognized During Impairment
 
Unpaid
Principal
Balance
 
Recorded
Investment
 
Related
Allowance
 
Average Balance of Recorded Investment While Impaired
 
Interest Income Recognized During Impairment
 
(in thousands)
Impaired loans with no related allowance recorded:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Commercial and industrial
$
4,962

 
$
4,899

 
$

 
$
4,866

 
$
13

 
$
2,843

 
$
2,843

 
$

 
$
2,811

 
$
36

Commercial real estate
2,494

 
2,331

 

 
2,361

 
20

 
557

 
416

 

 
413

 
21

Construction and land

 

 

 

 

 

 

 

 

 

Residential mortgages
380

 
334

 

 
340

 

 

 

 

 

 

Home equity
534

 
534

 

 
541

 

 

 

 

 

 

Mortgage warehouse

 

 

 

 

 

 

 

 

 

Consumer

 

 

 

 

 

 

 

 

 

Total
$
8,370

 
$
8,098

 
$

 
$
8,108

 
$
33

 
$
3,400

 
$
3,259

 
$

 
$
3,224

 
$
57

Impaired loans with an allowance recorded:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Commercial and industrial
$
9,122

 
$
9,122

 
$
3,106

 
$
9,160

 
$
138

 
$
78

 
$
78

 
$
390

 
$
78

 
$

Commercial real estate
579

 
579

 
143

 
582

 
6

 
1,659

 
1,659

 
261

 
1,659

 
6

Construction and land

 

 

 

 

 

 

 

 

 

Residential mortgages

 

 

 

 

 

 

 

 

 

Home equity

 

 

 

 

 

 

 

 

 

Mortgage warehouse

 

 

 

 

 

 

 

 

 

Consumer

 

 

 

 

 

 

 

 

 

Total
$
9,701

 
$
9,701

 
$
3,249

 
$
9,742

 
$
144

 
$
1,737

 
$
1,737

 
$
651

 
$
1,737

 
$
6

Total impaired loans
$
18,071

 
$
17,799

 
$
3,249

 
$
17,850

 
$
177

 
$
5,137

 
$
4,996

 
$
651

 
$
4,961

 
$
63


15


 
For the Six Months Ended June 30,
 
2017
 
2016
 
Unpaid
Principal
Balance
 
Recorded
Investment
 
Related
Allowance
 
Average Balance of Recorded Investment While Impaired
 
Interest Income Recognized During Impairment
 
Unpaid
Principal
Balance
 
Recorded
Investment
 
Related
Allowance
 
Average Balance of Recorded Investment While Impaired
 
Interest Income Recognized During Impairment
 
(in thousands)
Impaired loans with no related allowance recorded:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Commercial and industrial
$
4,962

 
$
4,899

 
$

 
$
5,346

 
$
30

 
$
2,843

 
$
2,843

 
$

 
$
2,774

 
$
72

Commercial real estate
2,494

 
2,331

 

 
2,439

 
20

 
557

 
416

 

 
413

 
21

Construction and land

 

 

 

 

 

 

 

 

 

Residential mortgages
380

 
334

 

 
366

 

 

 

 

 

 

Home equity
534

 
534

 

 
541

 

 

 

 

 

 

Mortgage warehouse

 

 

 

 

 

 

 

 

 

Consumer

 

 

 

 

 

 

 

 

 

Total
$
8,370

 
$
8,098

 
$

 
$
8,692

 
$
50

 
$
3,400

 
$
3,259

 
$

 
$
3,187

 
$
93

Impaired loans with an allowance recorded:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Commercial and industrial
$
9,122

 
$
9,122

 
$
3,106

 
$
9,200

 
$
246

 
$
78

 
$
78

 
$
390

 
$
78

 
$

Commercial real estate
579

 
579

 
143

 
585

 
13

 
1,659

 
1,659

 
261

 
1,659

 
27

Construction and land

 

 

 

 

 

 

 

 

 

Residential mortgages

 

 

 

 

 

 

 

 

 

Home equity

 

 

 

 

 

 

 

 

 

Mortgage warehouse

 

 

 

 

 

 

 

 

 

Consumer

 

 

 

 

 

 

 

 

 

Total
$
9,701

 
$
9,701

 
$
3,249

 
$
9,785

 
$
259

 
$
1,737

 
$
1,737

 
$
651

 
$
1,737

 
$
27

Total impaired loans
$
18,071

 
$
17,799

 
$
3,249

 
$
18,477

 
$
309

 
$
5,137

 
$
4,996

 
$
651

 
$
4,924

 
$
120


Atlantic Capital evaluates loans in accordance with ASC 310-40, Troubled Debt Restructurings by Creditors. TDRs are loans in which Atlantic Capital has modified the terms or granted an economic concession to a borrower who is experiencing financial difficulties. These modifications may include interest rate reductions, term extensions and other concessions intended to minimize losses.
As of June 30, 2017 and December 31, 2016 , the Company had a recorded investment in TDRs of $6.1 million and $6.6 million , respectively. The Company had commitments to lend additional funds of $483,000 and $387,000 on loans modified as TDRs, as of June 30, 2017 and December 31, 2016 , respectively. During the three and six months ended June 30, 2017 , the modification of terms for one Home Equity loan included a short term extension of the maturity date. The Company did not modify any new loans as a TDR during the three and six months ended June 30, 2016 . There were no subsequent defaults on prior TDRs.

16


Atlantic Capital individually rates loans based on internal credit risk ratings using numerous factors, including thorough analysis of historical and expected cash flows, consumer credit risk scores (FICO scores), rating agency information, LTV ratios, collateral, collection experience, and other internal metrics. Atlantic Capital uses a dual rating system. The likelihood of default of a credit transaction is graded in the Obligor Rating. The risk of loss given default is graded in the Facility Rating. The Obligor Rating is determined through credit analysis. Facility Ratings are used to describe the value to the Company that the collateral represents. Facility Ratings are based on the collateral package or market expectations regarding the value or liquidity of the collateral. Ratings are generally reviewed at least annually or more frequently if there is a material change in creditworthiness. Exceptions to this policy may include well collateralized term loans and loans to individuals with limited exposure or complexity.
Atlantic Capital uses the following definitions for risk ratings:
Pass: Loans that are analyzed individually as part of the above described process and that do not meet the criteria of special mention, substandard or doubtful.
Special Mention: Loans classified as special mention have a potential weakness that requires management’s close attention. If left uncorrected, these potential weaknesses may result in deterioration of the repayment prospects for the loan or of the institution’s credit position at some future date.
Substandard: Loans classified as substandard are inadequately protected by the current net worth and paying capacity of the obligor or of the collateral pledged, if any. Loans so classified have a well-defined weakness or weaknesses that jeopardize the liquidation of the debt. They are characterized by the distinct possibility that the institution will sustain some loss if the deficiencies are not corrected.
Doubtful: Loans classified as doubtful have all the weaknesses inherent in those classified as substandard, with the added characteristic that the weaknesses make collection or liquidation in full, on the basis of currently existing facts, conditions, and values, highly questionable and improbable.

17


As of June 30, 2017 and December 31, 2016 , and based on the most recent analysis performed, the risk category of loans by class of loans is as follows.

 
Pass
 
Special Mention
 
Substandard Accruing
 
Substandard Nonaccruing
 
Doubtful
 
Total
 
(in thousands)
June 30, 2017
 
 
 
 
 
 
 
 
 
 
 
Commercial and industrial
$
529,268

 
$
4,882

 
$
32,249

 
$
8,235

 
$

 
$
574,634

Commercial real estate
964,573

 
7,254

 
4,961

 
2,310

 

 
979,098

Construction and land
119,876

 
4,722

 

 
20

 

 
124,618

Residential mortgages
96,824

 
1,407

 
959

 
631

 

 
99,821

Home equity
77,461

 
42

 
500

 
713

 

 
78,716

Mortgage warehouse
47,992

 

 

 

 

 
47,992

Consumer/Other
49,682

 
97

 
206

 

 

 
49,985

Total loans, excluding PCI loans
$
1,885,676

 
$
18,404

 
$
38,875

 
$
11,909

 
$

 
$
1,954,864

Commercial and industrial
$
3,200

 
$
272

 
$
782

 
$

 
$

 
$
4,254

Commercial real estate
3,099

 
250

 
306

 

 
122

 
3,777

Construction and land
396

 
7

 
37

 

 

 
440

Residential mortgages
117

 
902

 
958

 

 

 
1,977

Home equity
33

 
649

 
371

 

 

 
1,053

Mortgage warehouse

 

 

 

 

 

Consumer/Other
1

 
1

 
7

 

 

 
9

Total PCI loans
$
6,846

 
$
2,081

 
$
2,461

 
$

 
$
122

 
$
11,510



 
Pass
 
Special Mention
 
Substandard Accruing
 
Substandard Nonaccruing
 
Doubtful
 
Total
 
(in thousands)
December 31, 2016
 
 
 
 
 
 
 
 
 
 
 
Commercial and industrial
$
494,617

 
$
3,160

 
$
26,399

 
$
3

 
$
471

 
$
524,650

Commercial real estate
843,924

 
5,513

 
5,571

 

 

 
855,008

Construction and land
213,981

 
4,789

 
64

 

 

 
218,834

Residential mortgages
97,660

 
586

 
747

 
147

 

 
99,140

Home equity
75,031

 
168

 
397

 

 

 
75,596

Mortgage warehouse
147,519

 

 

 

 

 
147,519

Consumer/Other
48,680

 
190

 
22

 

 

 
48,892

Total loans, excluding PCI loans
$
1,921,412

 
$
14,406

 
$
33,200

 
$
150

 
$
471

 
$
1,969,639

Commercial and industrial
$
4,650

 
$
299

 
$
614

 
$

 
$
848

 
$
6,411

Commercial real estate
477

 
240

 
2,716

 

 
337

 
3,770

Construction and land
229

 
8

 
281

 

 

 
518

Residential mortgages
59

 
1,232

 
1,016

 

 
474

 
2,781

Home equity
364

 
834

 
564

 

 

 
1,762

Mortgage warehouse

 

 

 

 

 

Consumer/Other
1

 

 
10

 

 

 
11

Total PCI loans
$
5,780

 
$
2,613

 
$
5,201

 
$

 
$
1,659

 
$
15,253




18


Atlantic Capital monitors loans by past due status. The following table presents the aging of the recorded investment in past due loans as of June 30, 2017 and December 31, 2016 by class of loans.
 
 
As of June 30, 2017
 
Accruing Current
 
Accruing 30-89
Days
Past Due
 
Accruing
90+ Days
Past Due
 
Nonaccruing
 
PCI Loans
 
Total
 
(in thousands)
Loans by Classification
 
 
 
 
 
 
 
 
 
 
 
Commercial and industrial
$
565,802

 
$
472

 
$
125

 
$
8,235

 
$
4,254

 
$
578,888

Commercial real estate
976,640

 

 
148

 
2,310

 
3,777

 
982,875

Construction and land
124,598

 

 

 
20

 
440

 
125,058

Residential mortgages
98,851

 
261

 
78

 
631

 
1,977

 
101,798

Home equity
77,963

 

 
40

 
713

 
1,053

 
79,769

Mortgage warehouse
47,992

 

 

 

 

 
47,992

Consumer
49,984

 
1

 

 

 
9

 
49,994

Total Loans
$
1,941,830

 
$
734

 
$
391

 
$
11,909

 
$
11,510

 
$
1,966,374


 
As of December 31, 2016
 
Accruing Current
 
Accruing 30-89
Days
Past Due
 
Accruing
90+ Days
Past Due
 
Nonaccruing
 
PCI Loans
 
Total
 
(in thousands)
Loans by Classification
 
 
 
 
 
 
 
 
 
 
 
Commercial and industrial
$
520,908

 
$
3,079

 
$
189

 
$
474

 
$
6,411

 
$
531,061

Commercial real estate
852,626

 
2,382

 

 

 
3,770

 
858,778

Construction and land
218,290

 
544

 

 

 
518

 
219,352

Residential mortgages
97,901

 
664

 
428

 
147

 
2,781

 
101,921

Home equity
74,420

 
884

 
292

 

 
1,762

 
77,358

Mortgage warehouse
147,519

 

 

 

 

 
147,519

Consumer
48,558

 
249

 
85

 

 
11

 
48,903

Total Loans
$
1,960,222

 
$
7,802

 
$
994

 
$
621

 
$
15,253

 
$
1,984,892



19


NOTE 7 – GOODWILL AND INTANGIBLE ASSETS

The carrying amount of goodwill and other intangible assets as of June 30, 2017 and December 31, 2016 is summarized below:
 
June 30,
 
December 31,
 
2017
 
2016
 
(in thousands)
Core deposit intangible
$
9,544


$
9,544

Less: accumulated amortization
(3,866
)

(2,971
)
Less: impairment related to divested branches
(2,286
)
 
(1,949
)
Core deposit intangible, net
3,392


4,624

Servicing assets, net
3,295


3,184

Total other intangibles, net
6,687


7,808

Goodwill
21,759


21,759

Total goodwill and other intangible assets, net
$
28,446


$
29,567


During the six months ended June 30, 2017 and 2016, Atlantic Capital recorded measurement period adjustments that decreased goodwill by $0 and $906,000 , respectively. The adjustments reduced the TriNet servicing asset, increased the book value of securities available-for-sale, and increased the deferred tax asset.
There were no goodwill impairment charges recorded in the three and six months ended June 30, 2017 and 2016. The following table presents activity for goodwill and other intangible assets:
 
 
For the Three Months Ended June 30,
 
For the Six Months Ended June 30,
 
 
Goodwill
 
Core Deposit Intangible
 
Total
 
Goodwill
 
Core Deposit Intangible
 
Total
 
 
(in thousands)
2017
 
 
 
 
 
 
 
 
 
 
 
 
Balance, beginning of period
 
$
21,759

 
$
4,154

 
$
25,913

 
$
21,759

 
$
4,624

 
$
26,383

Amortization
 

 
(425
)
 
(425
)
 

 
(895
)
 
(895
)
Impairment, due to branch divestiture
 

 
(337
)
 
(337
)
 

 
(337
)
 
(337
)
Balance, end of period
 
$
21,759

 
$
3,392

 
$
25,151

 
$
21,759

 
$
3,392

 
$
25,151

 
 
 
 
 
 
 
 
 
 
 
 
 
2016
 
 
 
 
 
 
 
 
 
 
 
 
Balance, beginning of period
 
$
22,446

 
$
8,256

 
$
30,702

 
$
23,352

 
$
9,018

 
$
32,370

Amortization
 

 
(668
)
 
(668
)
 

 
(1,430
)
 
(1,430
)
Impairment, due to branch divestiture
 

 
(1,949
)
 
(1,949
)
 

 
(1,949
)
 
(1,949
)
Measurement period adjustments
 

 

 

 
(906
)
 

 
(906
)
Balance, end of period
 
$
22,446

 
$
5,639

 
$
28,085

 
$
22,446

 
$
5,639

 
$
28,085



20


NOTE 8 – SERVICING ASSETS

SBA Servicing Assets

SBA servicing assets are initially recorded at fair value. Subsequently, Atlantic Capital accounts for SBA servicing assets using the amortization method and they are included in other assets. As of June 30, 2017 and December 31, 2016 , the balance of SBA loans sold and serviced by Atlantic Capital totaled $122.8 million and $107.0 million , respectively.

Changes in the balance of servicing assets for the three and six months ended June 30, 2017 and 2016 are presented in the following table .
 
 
 Three months ended June 30,
 
Six months ended June 30,
SBA Loan Servicing Assets
 
2017
 
2016
 
2017
 
2016
 
 
(in thousands)
Beginning carrying value, net
 
$
2,495

 
$
1,860

 
$
2,359

 
$
1,687

Additions
 
326

 
359

 
593

 
561

Amortization
 
(257
)
 
(102
)
 
(388
)
 
(131
)
Impairment
 

 

 

 

             Ending carrying value
 
$
2,564

 
$
2,117

 
$
2,564

 
$
2,117

At June 30, 2017 and 2016 , the sensitivity of the fair value of the SBA loan servicing assets to immediate changes in key economic assumptions are presented in the table below .
Sensitivity of the SBA Servicing Assets
 
June 30, 2017
 
December 31, 2016
 
 
 
(dollars in thousands)
 
Fair value of retained servicing assets
 
$
2,822

 
$
2,474

 
Weighted average life
 
6.69 years

 
6.52 years

 
Prepayment speed:
 
7.76

%
7.67

%
Decline in fair value due to a 10% adverse change
 
$
(100
)
 
$
(89
)
 
Decline in fair value due to a 20% adverse change
 
$
(173
)
 
$
(151
)
 
Weighted average discount rate
 
12.22

%
12.27

%
Decline in fair value due to a 100 bps adverse change
 
$
(109
)
 
$
(97
)
 
Decline in fair value due to a 200 bps adverse change
 
$
(189
)
 
$
(168
)
 

The above sensitivities are hypothetical and should be used with caution. As the amounts indicate, changes in fair value based on valuation assumptions generally cannot be extrapolated because the relationship of the change in assumption to the change in fair value may not be linear. Also, the effect of a variation in a particular assumption on the fair value of the retained interest is calculated without changing any other assumption. In reality, changes in one factor may result in changes in another, which might magnify or counteract the sensitivities.


21


TriNet Servicing Assets

Changes in the balance of TriNet servicing assets for the three and six months ended June 30, 2017 and 2016 are presented in the following table.

 
 
 Three months ended June 30,
 
Six months ended June 30,
TriNet Servicing Assets
 
2017
 
2016
 
2017
 
2016
 
 
(in thousands)
Beginning carrying value, net
 
$
778

 
$
1,352

 
$
825

 
$
1,175

Additions
 

 
179

 

 
406

Amortization
 
(47
)
 
(60
)
 
(94
)
 
(110
)
Impairment
 

 

 

 

             Ending carrying value
 
$
731

 
$
1,471

 
$
731

 
$
1,471


At June 30, 2017 , the sensitivity of the fair value of the TriNet servicing assets to immediate changes in key economic assumptions are presented in the table below .
Sensitivity of the TriNet Servicing Assets
 
June 30, 2017
 
December 31, 2016
 
 
 
(dollars in thousands)
 
Fair value of retained servicing assets
 
$
788

 
$
840

 
Weighted average life
 
8.44 years

 
8.47 years

 
Prepayment speed:
 
5.00

%
5.00

%
Decline in fair value due to a 10% adverse change
 
$
(8
)
 
$
(12
)
 
Decline in fair value due to a 20% adverse change
 
$
(23
)
 
$
(24
)
 
Weighted average discount rate
 
8.00

%
8.00

%
Decline in fair value due to a 100 bps adverse change
 
$
(22
)
 
$
(25
)
 
Decline in fair value due to a 200 bps adverse change
 
$
(43
)
 
$
(49
)
 

The above sensitivities are hypothetical and should be used with caution. As the amounts indicate, changes in fair value based on valuation assumptions generally cannot be extrapolated because the relationship of the change in assumption to the change in fair value may not be linear. Also, the effect of a variation in a particular assumption on the fair value of the retained interest is calculated without changing any other assumption. In reality, changes in one factor may result in changes in another, which might magnify or counteract the sensitivities.



22


NOTE 9 – OTHER COMPREHENSIVE INCOME (LOSS)
Other comprehensive income (loss) for Atlantic Capital consists of changes in net unrealized gains and losses on investment securities available-for-sale and derivatives.  The following tables present a summary of the changes in accumulated other comprehensive income (loss) balances for the applicable periods.
 
For the Three Months Ended
 
For the Six Months Ended
 
June 30, 2017
 
June 30, 2017
 
Pre-Tax Amount
 
Income Tax (Expense) Benefit
 
After-Tax Amount
 
Pre-Tax Amount
 
Income Tax (Expense) Benefit
 
After-Tax Amount
 
(in thousands)
Accumulated other comprehensive income (loss) beginning of period
$
(8,790
)
 
$
3,383

 
$
(5,407
)
 
$
(9,144
)
 
$
3,519

 
$
(5,625
)
Unrealized net gains (losses) on investment securities available-for-sale
5,069

 
(1,951
)
 
3,118

 
5,660

 
(2,178
)
 
3,482

Reclassification adjustment for net realized gains (losses) on investment securities available-for-sale

 

 

 

 

 

Unrealized net gains (losses) on derivatives
31

 
(12
)
 
19

 
(206
)
 
79

 
(127
)
Accumulated other comprehensive income (loss) end of period
$
(3,690
)
 
$
1,420

 
$
(2,270
)
 
$
(3,690
)
 
$
1,420

 
$
(2,270
)
 
For the Three Months Ended
 
For the Six Months Ended
 
June 30, 2016
 
June 30, 2016
 
Pre-Tax Amount
 
Income Tax (Expense) Benefit
 
After-Tax Amount
 
Pre-Tax Amount
 
Income Tax (Expense) Benefit
 
After-Tax Amount
 
(in thousands)
Accumulated other comprehensive income (loss) beginning of period
$
2,724

 
$
(1,052
)
 
$
1,672

 
$
(2,455
)
 
$
939

 
$
(1,516
)
Unrealized net gains (losses) on investment securities available-for-sale
2,703

 
(1,043
)
 
1,660

 
6,978

 
(2,683
)
 
4,295

Reclassification adjustment for net realized gains on investment securities available-for-sale
(11
)
 
4

 
(7
)
 
(44
)
 
17

 
(27
)
Unrealized net gains (losses) on derivatives
275

 
(106
)
 
169

 
1,212

 
(470
)
 
742

Accumulated other comprehensive income (loss) end of period
$
5,691

 
$
(2,197
)
 
$
3,494

 
$
5,691

 
$
(2,197
)
 
$
3,494






23


NOTE 10 – EARNINGS PER COMMON SHARE

Basic earnings per share amounts are computed by dividing net income by the weighted average number of shares of common stock outstanding.
Diluted earnings per share amounts are computed by dividing net income by the weighted average number of shares of common stock outstanding and the dilutive effects of the shares awarded under the stock option plan, based on the treasury stock method using an average fair market value of the stock during the respective periods.
The following table represents the earnings per share calculations for the three and six months ended June 30, 2017 and 2016 .
 
 
Three Months Ended
 
Six Months Ended
 
 
June 30,
 
June 30,
 
 
2017
 
2016
 
2017
 
2016
(in thousands, except share and per share amounts)
 
 
 
 
 
 
 
 
Net income available to common shareholders
 
$
4,329

 
$
5,147

 
$
7,559

 
$
8,078

Weighted average shares outstanding
 
 
 
 
 
 
 
 
Basic (1)
 
25,621,910

 
24,644,755

 
25,472,132

 
24,565,328

Effect of dilutive securities:
 
 
 
 
 
 
 
 
Stock options and warrants
 
209,371

 
513,939

 
281,501

 
517,640

Diluted
 
25,831,281

 
25,158,694

 
25,753,633

 
25,082,968

Income per common share:
 
 
 
 
 
 
 
 
Basic
 
$
0.17

 
$
0.21

 
$
0.30

 
$
0.33

Diluted
 
$
0.17

 
$
0.20

 
$
0.29

 
$
0.32

(1) Unvested restricted shares are participating securities and included in basic share calculations.
 
 
 
 
Stock options and warrants outstanding of 550 at June 30, 2017 and 259,044 at June 30, 2016 have not been included in diluted earnings per share because to do so would have been anti-dilutive for the periods presented. These awards were considered anti-dilutive because the exercise price of the award was higher than the market value of the shares.
The Amended and Restated Articles of Incorporation of Atlantic Capital, which were approved by the Board of Directors on March 24, 2015 and by Atlantic Capital’s shareholders on May 21, 2015, authorize Atlantic Capital to issue 110,000,000 shares of capital stock, of which 10,000,000 shares are designated as preferred stock, no par value per share, and 100,000,000 shares are designated as common stock, no par value per share.
At June 30, 2017 , 25,654,521 shares of common stock were issued and outstanding. At December 31, 2016 , 25,093,135 shares of common stock were issued and outstanding.
The primary source of funds available to Atlantic Capital is payments of dividends from the Bank. The Bank has not paid any dividends to Atlantic Capital in 2017 or 2016. Banking laws and other regulations limit the amount of dividends a bank subsidiary may pay without prior regulatory approval. Additionally, Atlantic Capital’s ability to pay dividends to its shareholders will depend on the ability of the Bank to pay dividends to Atlantic Capital. The Bank is subject to regulatory restrictions on the payment of cash dividends, which generally may be paid only from current earnings.
NOTE 11 – DERIVATIVES AND HEDGING
Risk Management
Atlantic Capital’s objectives in using interest rate derivatives are to add stability to net interest revenue and to manage its exposure to interest rate movements. To accomplish this objective, Atlantic Capital primarily uses interest rate swaps as part of its interest rate risk management strategy.
Cash Flow Hedges
At June 30, 2017 , Atlantic Capital’s interest rate swaps designated as cash flow hedges involve the payment of floating-rate amounts to a counterparty in exchange for receiving fixed-rate payments over the life of the agreements without exchange of the underlying notional amount. At June 30, 2017 and December 31, 2016 , Atlantic Capital had interest rate swaps designated as cash flow hedges with an aggregate notional amount of $50.0 million .
No hedge ineffectiveness gains or losses were recognized on active cash flow hedges for the three and six months ended June 30, 2017 and 2016 . The effective portion of changes in the fair value of derivatives designated and that qualify as cash flow hedges

24


is recorded in accumulated other comprehensive income and is subsequently reclassified into earnings in the period that the hedged forecasted transaction affects earnings. Atlantic Capital expects that approximately $159,000 will be reclassified as an increase to loan interest income over the next twelve months related to these cash flow hedges.
Customer Swaps
Atlantic Capital also enters into derivative contracts, which consist of interest rate swaps, to facilitate the needs of clients desiring to manage interest rate risk. These swaps are not designated as accounting hedges under ASC 815, Derivatives and Hedging . In order to economically hedge the interest rate risk associated with offering this product, Atlantic Capital simultaneously enters into derivative contracts with third parties to offset the customer contracts, such that Atlantic Capital minimizes its net risk exposure resulting from such transactions. The derivative contracts are structured such that the notional amounts reduce over time to generally match the expected amortization of the underlying loans. These derivatives are not speculative and arise from a service provided to clients.
Atlantic Capital’s derivative instruments are recorded at fair value in other assets and accrued interest receivable and other liabilities and accrued interest payable in the Consolidated Balance Sheets. The changes in the fair value of the derivative instruments are recognized in other noninterest income in the Consolidated Statements of Income. At June 30, 2017 and December 31, 2016 , Atlantic Capital had interest rate swaps related to this program with an aggregate notional amount of $141.0 million and $140.7 million , respectively.
Atlantic Capital acquired a loan level hedging program, which First Security utilized to accommodate clients preferring a fixed rate loan. The loan documents include an addendum with a zero premium collar. The zero premium collar is a cap and a floor at the same interest rate, resulting in a fixed rate to the borrower. To hedge this embedded option, First Security entered into a dealer facing trade exactly mirroring the terms in the loan addendum.
Counterparty Credit Risk
As a result of its derivative contracts, Atlantic Capital is exposed to credit risk. Specifically approved counterparties and exposure limits are defined. On a quarterly basis, the customer derivative contracts and related counterparties are evaluated for credit risk and an adjustment is made to the contract’s fair value. This adjustment is recognized in the Consolidated Statements of Income.
Most derivative contracts with clients are secured by collateral. Additionally, in accordance with the interest rate agreements with derivatives dealers, Atlantic Capital may be required to post margin to these counterparties. At June 30, 2017 and December 31, 2016 , Atlantic Capital had minimum collateral posting thresholds with certain of its derivative counterparties and posted collateral of $8.3 million and $16.3 million , respectively, against its obligations under these agreements. Cash collateral related to derivative contracts is recorded in other assets in the Consolidated Balance Sheets.
Atlantic Capital has master netting agreements with the derivatives dealers with which it does business, but reflects gross assets and liabilities on the Consolidated Balance Sheets.
In conjunction with the FASB’s fair value measurement guidance, management made an accounting policy election to measure the credit risk of its derivative financial instruments that are subject to master netting arrangements on a net basis.
To accommodate clients, Atlantic Capital occasionally enters into credit risk participation agreements with counterparty banks to accept a portion of the credit risk related to interest rate swaps. This allows clients to execute an interest rate swap with one bank while allowing for distribution of the credit risk among participating members. Credit risk participation agreements arise when Atlantic Capital contracts with other financial institutions, as a guarantor, to share credit risk associated with certain interest rate swaps. These agreements provide for reimbursement of losses resulting from a third party default on the underlying swap. At June 30, 2017 and December 31, 2016 , Atlantic Capital had credit risk participation agreements with a notional amount of $16.3 million and $4.5 million , respectively.

25


The following table reflects the estimated fair value positions of derivative contracts and credit risk participation agreements as of June 30, 2017 and December 31, 2016 :
Derivatives designated as hedging instruments under ASC 815
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
(in thousands)
 
 
 
June 30, 2017
 
December 31, 2016
Interest Rate Products
 
Balance Sheet Location
 
Notional Amount
 
Fair Value
 
Notional Amount
 
Fair Value
Cash flow hedge of LIBOR based loans
 
 Other assets
 
$
25,000

 
$
38

 
$
50,000

 
$
186

 
 
 
 
 
 
 
 
 
 
 
Cash flow hedge of LIBOR based loans
 
 Other liabilities
 
$
25,000

 
$
1

 
$

 
$

 
 
 
 
 
 
 
 
 
 
 
Derivatives not designated as hedging instruments under ASC 815
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
(in thousands)
 
 
 
June 30, 2017
 
December 31, 2016
Interest Rate Products
 
Balance Sheet Location
 
Notional Amount
 
Fair Value
 
Notional Amount
 
Fair Value
Customer swap positions
 
 Other assets
 
$
70,476

 
$
1,262

 
$
70,352

 
$
1,364

Zero premium collar
 
 Other assets
 
96,396

 
2,850

 
98,697

 
2,760

 
 
 
 
$
166,872

 
$
4,112

 
$
169,049

 
$
4,124

 
 
 
 
 
 
 
 
 
 
 
Dealer offsets to customer swap positions
 
 Other liabilities
 
$
70,476

 
$
1,306

 
$
70,352

 
$
1,371

Credit risk participation
 
 Other liabilities
 
16,304

 
6

 
4,460

 

Dealer offset to zero premium collar
 
 Other liabilities
 
96,396

 
2,931

 
98,697

 
2,760

 
 
 
 
$
183,176

 
$
4,243

 
$
173,509

 
$
4,131

The following table reflects the impact to the Consolidated Statements of Income related to derivative contracts for the three and six months ended June 30, 2017 and 2016 :
Derivatives in Cash Flow Hedging Relationships
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Three Months Ended June 30,
 
Six Months Ended June 30,
(in thousands)
 
 Amount of Gain or (Loss) Recognized in OCI on Derivatives (Effective Portion)
 
 Gain or (Loss) Reclassified from Accumulated OCI in Income (Effective Portion)
 
 Amount of Gain or (Loss) Recognized in OCI on Derivatives (Effective Portion)
 
 Gain or (Loss) Reclassified from Accumulated OCI in Income (Effective Portion)
 
 
2017
 
2016
 
Location
 
2017
 
2016
 
2017
 
2016
 
Location
 
2017
 
2016
Interest rate swaps
 
$
19

 
$
169

 
Interest income
 
$
110

 
$
183

 
$
(127
)
 
$
742

 
Interest income
 
$
247

 
$
369



26


NOTE 12 – OTHER BORROWINGS AND LONG TERM DEBT

Federal Home Loan Bank borrowings as of June 30, 2017 and December 31, 2016 are as follows:
 
June 30, 2017
 
 
December 31, 2016
 
Balance
 
Interest Rate
 
 
Balance
 
Interest Rate
 
(in thousands)
 
 
(in thousands)
FHLB short-term borrowings:
 
 
 
 
FHLB short-term borrowings:
 
 
 
Fixed rate advance maturing July 3, 2017
25,000

 
1.02
%
 
Fixed rate advance maturing January 17, 2017
40,000

 
0.64
%
Fixed rate advance maturing July 20, 2017
40,000

 
1.16
%
 
Fixed rate advance maturing January 24, 2017
40,000

 
0.61
%
Fixed rate advance maturing July 24, 2017
35,000

 
1.16
%
 
Fixed rate advance maturing January 30, 2017
30,000

 
0.62
%
Fixed rate advance maturing July 24, 2017
40,000

 
1.17
%
 
Total
$
110,000

 
 
Fixed rate advance maturing July 27, 2017
40,000

 
1.17
%
 
 
 
 
 
Total
$
180,000

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Federal Funds purchased and securities sold under agreements to repurchase
 
 
 
 
Federal Funds purchased and securities sold under agreements to repurchase
 
 
 
Federal Funds purchased
15,000

 
1.28%- 1.31%

 
Federal Funds purchased

 
%
 
 
 
 
 
 
 
 
 
Total Short-Term Borrowings
$
195,000

 
 
 
Total Short-Term Borrowings
$
110,000

 
 

On September 28, 2015, Atlantic Capital issued subordinated notes (the “Notes”) totaling $50.0 million in aggregate principal amount. The Notes are due September 30, 2025 and bear a fixed rate of interest of 6.25% per year until September 29, 2020. From September 30, 2020 to the maturity date, the interest rate will be a floating rate equal to the three-month LIBOR plus 468 basis points. The Notes were priced at 100% of their par value. The Notes qualify as Tier 2 regulatory capital.
Subordinated debt is summarized as follows.
 
 
June 30, 2017
 
December 31, 2016
 
 
(in thousands
Floating rate 10 year capital securities, with interest paid semi-annually at an annual fixed rate of 6.25% until September 30, 2020
 
$
50,000

 
$
50,000

Principal amount of subordinated debt
 
$
50,000

 
$
50,000

Less debt issuance costs
 
 
549

 
 
634

Subordinated debt, net
 
$
49,451

 
$
49,366

All subordinated debt outstanding at June 30, 2017 matures after more than five years.

27


NOTE 13 – SHARE-BASED COMPENSATION
Atlantic Capital sponsors a stock incentive plan for the benefit of directors and employees. Under the 2015 Stock Incentive Plan, there were approximately 4,525,000 shares reserved for issuance to directors and employees. The Compensation Committee has the authority to grant the following: an incentive or nonqualified option; a restricted stock award (including a restricted stock award or a restricted unit award); a performance award (including a performance share award or a performance unit award); a phantom stock award; a dividend equivalent award; or any other award granted under the plan.
As of June 30, 2017 , approximately 3,862,000 additional awards were available to be granted under the plan. Stock options are granted at a price which is no less than the fair market value of a share of Atlantic Capital common stock on the grant date. Stock options generally vest over three years and expire after ten years.
As of June 30, 2017 , no warrants were outstanding for the purchase of common stock. As of December 31, 2016, warrants for 363,000 shares were outstanding for the purchase of common stock at a price of $10.00 per warrant. The warrants were issued as of May 14, 2007, the date of issuance of common stock sold in the initial private placement, and were exercisable for a period of ten years following the issuance.
The Company estimates the fair value of its options and warrants awards using the Black-Scholes option pricing model. The risk-free rate for periods within the contractual life of the option and warrant is based on the U.S. Treasury yield curve in effect at the time of grant. There were no options or warrants granted during the six months ended June 30, 2017 and 2016 .
The following table represents stock option and warrant activity for the six months ended June 30, 2017 :
 
Shares
 
Weighted Average Exercise Price
 
Weighted Average Remaining Contractual Term (in years)
 
Aggregate Intrinsic Value
Outstanding, December 31, 2016
1,485,704

 
$
11.69

 
 
 
 
Exercised
(694,984
)
 
10.48

 
 
 
 
Forfeited
(628
)
 
10.31

 
 
 
 
Expired
(635
)
 
126.22

 
 
 
 
Outstanding, June 30, 2017
789,457

 
$
12.61

 
6.02
 
$
5,274

 
 
 
 
 
 
 
 
Exercisable, June 30, 2017
513,515

 
$
11.72

 
4.99
 
$
3,926

Atlantic Capital recognized compensation expense relating to stock options of $139,000 and $281,000 for the three and six months ended June 30, 2017 , respectively, and $203,000 and $445,000 for the three and six months ended June 30, 2016 , respectively. Using the Black-Scholes pricing model, the amount of compensation expense was determined based on the fair value of the options at the time of grant, multiplied by the number of options granted that were expected to vest, which was then amortized over the vesting period.
The following table represents restricted stock activity for the six months ended June 30, 2017 :
 
Shares
 
Weighted Average Grant-Date Fair Value
Outstanding, December 31, 2016
259,165

 
$
13.70

Granted
61,715

 
18.72

Vested
(58,309
)
 
12.25

Forfeited
(26,875
)
 
14.57

Outstanding, June 30, 2017
235,696

 
$
15.27

Compensation expense for restricted stock is based on the fair value of restricted stock awards at the time of grant, which is equal to the value of Atlantic Capital’s common stock on the date of grant. The value of restricted stock grants that are expected to vest is amortized into expense over the vesting period. For the three months ended June 30, 2017 and 2016 , compensation expense of $243,000 and $205,000 , respectively, was recognized related to restricted stock awards. For the six months ended June 30, 2017 and 2016 , compensation expense of $473,000 and $455,000 , respectively, was recognized related to restricted stock awards.
As of June 30, 2017 , there was $ 2.7 million of unrecognized compensation cost related to restricted stock awards granted under the plan. That cost is expected to be recognized over a weighted-average period of 2.84 years.

28


NOTE 14 – FAIR VALUE MEASUREMENTS

Atlantic Capital follows the guidance pursuant to ASC 820-10, Fair Value Measurements and Disclosures . This guidance defines fair value, establishes a framework for measuring fair value and expands disclosures about fair value measurements. This issuance applies to reported balances that are required or permitted to be measured at fair value under existing accounting pronouncements; accordingly, the standard does not require any new fair value measurements of reported balances. Atlantic Capital measures its investment securities and interest rate derivative assets and liabilities at fair value on a recurring basis. Fair value is used on a nonrecurring basis either when assets are evaluated for impairment or for disclosure purposes. Atlantic Capital measures its servicing assets, goodwill, intangible assets, loans held for sale, impaired loans and other real estate owned at fair value on a nonrecurring basis if necessary.

The guidance emphasizes that fair value is a market-based measurement, not an entity-specific measurement and defines fair value as the price that could be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As a basis for considering market participant assumptions in fair value measurements, this guidance establishes a fair value hierarchy that distinguishes between market participant assumptions based on market data obtained from sources independent of the reporting entity (observable inputs that are classified within Levels 1 and 2 of the hierarchy) and the reporting entity’s own assumptions about market participant assumptions (unobservable inputs classified within Level 3 of the hierarchy).

Atlantic Capital applied the following fair value hierarchy:

Level 1 – Assets or liabilities for which the identical item is traded on an active exchange, such as publicly-traded instruments or futures contracts.

Level 2 – Assets or liabilities valued based on observable market data for similar instruments.

Level 3 – Assets or liabilities for which significant valuation assumptions are not readily observable in the market, instruments valued based on the best available data, some of which is internally-developed, and risk premiums that a market participant would require.

In instances where the determination of the fair value measurement is based on inputs from different levels of the fair value hierarchy, the level in which the entire fair value measurement falls is based on the lowest level input that is significant to the fair value measurement. There were no transfers between Level 1 and Level 2 or Level 2 and Level 3 during the six months ended June 30, 2017. There was one transfer between Level 2 and Level 3 and no transfers between Level 1 and Level 2 during the six months ended June 30, 2016.

Atlantic Capital records investment securities available-for-sale at fair value on a recurring basis. Investment securities classified as available-for-sale are reported at fair value utilizing Level 2 inputs. For these securities, Atlantic Capital obtains fair value measurements from an independent pricing service. In estimating the fair values for investment securities, Atlantic Capital believes that independent third-party market prices are the best evidence of an exit price. The fair value measurements consider observable data that may include dealer quotes, market spreads, cash flows, the Treasury Department yield curve, trade execution data, market consensus prepayment speeds, credit information and the securities’ terms and conditions, among other things.

Derivative instruments are primarily transacted as over-the-counter trades and priced with observable market assumptions. Ongoing measurements include observable market assumptions with appropriate valuation adjustments for liquidity and for credit risk of counterparties and Atlantic Capital’s own credit. For these instruments, Atlantic Capital obtains fair value measurements from an independent pricing service. The fair value measurements consider factors such as the likelihood of default by Atlantic Capital and its counterparties, total exposure and remaining maturities in determining the appropriate fair value adjustments to record. Generally, the expected loss of each client counterparty is estimated using Atlantic Capital’s internal risk rating system. For financial institution counterparties that are rated by national rating agencies, those ratings are used in determining the credit risk. This approach used to estimate exposures to counterparties is also used by Atlantic Capital to estimate its own credit risk on derivative liability positions.


29


Assets and Liabilities Measured at Fair Value on a Recurring Basis

The following table presents the assets that were measured at fair value on a recurring basis by level within the fair value hierarchy as reported in the Consolidated Balance Sheets at June 30, 2017 and December 31, 2016 .

 
Fair Value Measurements at
 
June 30, 2017 Using:
 
Quoted Prices in
Active Markets for
Identical Securities
(Level 1)
 
Significant
Other
Observable
Inputs
(Level 2)
 
Significant
Unobservable
Inputs
(Level 3)
 
Total
 
(in thousands)
Securities available-for-sale—
 
 
 
 
 
 
 
U.S. government agencies
$

 
$
35,125

 
$

 
$
35,125

U.S. states and political subdivisions

 
94,168

 

 
94,168

Trust preferred securities

 
4,688

 

 
4,688

Corporate debt securities

 
19,220

 

 
19,220

Mortgage-backed securities

 
297,072

 

 
297,072

Total securities available-for-sale
$

 
$
450,273

 
$

 
$
450,273

Interest rate derivative assets
$

 
$
4,150

 
$

 
$
4,150

Interest rate derivative liabilities
$

 
$
4,244

 
$

 
$
4,244


 
Fair Value Measurements at
 
December 31, 2016 Using:
 
Quoted Prices in
Active Markets for
Identical Securities
(Level 1)
 
Significant
Other
Observable
Inputs
(Level 2)
 
Significant
Unobservable
Inputs
(Level 3)
 
Total
 
(in thousands)
Securities available-for-sale—
 
 
 
 
 
 
 
U.S. government agencies
$

 
$
21,152

 
$

 
$
21,152

U.S. states and political subdivisions

 
90,172

 

 
90,172

Trust preferred securities

 
4,525

 

 
4,525

Corporate debt securities

 
19,231

 

 
19,231

Mortgage-backed securities

 
212,625

 

 
212,625

Total securities available-for-sale
$

 
$
347,705

 
$

 
$
347,705

Interest rate derivative assets
$

 
$
4,310

 
$

 
$
4,310

Interest rate derivative liabilities
$

 
$
4,131

 
$

 
$
4,131

 

For the six months ended June 30, 2017 and 2016 , there was not a change in the methods and significant assumptions used to estimate fair value.


30


Assets and Liabilities Measured at Fair Value on a Non-Recurring Basis

The following table presents the assets that were measured at fair value on a nonrecurring basis by level within the fair value hierarchy as reported in the Consolidated Balance Sheets at June 30, 2017 and December 31, 2016 .
June 30, 2017
 
Level 1
Fair Value
Measurement
 
Level 2
Fair Value
Measurement
 
Level 3
Fair Value
Measurement
 
Total
 
(in thousands)
Impaired Loans
 
$

 
$

 
$
7,655

 
$
7,655


December 31, 2016
 
Level 1
Fair Value
Measurement
 
Level 2
Fair Value
Measurement
 
Level 3
Fair Value
Measurement
 
Total
 
(in thousands)
Impaired Loans
 
$

 
$

 
$
7,248

 
$
7,248


Level 3 loans consist of impaired loans which have been partially charged-off or have specific valuation allowances. The fair value of Level 3 assets is estimated based on the underlying collateral value. For loans which the cash proceeds from the sale of the underlying collateral is the expected source of repayment, the fair value of these loans was derived from internal estimates of the underlying collateral incorporating market data, including third party appraisals or evaluations, when available. Appraised values may be discounted based on management’s assessment of the level of inactivity in the real estate market and other markets for the underlying collateral, changes in market conditions from the time of the valuation, and other information that in management’s judgment may affect the value. Impaired loans are evaluated on at least a quarterly basis and adjusted accordingly.

Assets and Liabilities Not Measured at Fair Value

For financial instruments that have quoted market prices, those quotes are used to determine fair value. Financial instruments that have no defined maturity, have a remaining maturity of 180 days or less, or reprice frequently to a market rate, are assumed to have a fair value that approximates the reported book value, after taking into consideration any applicable credit risk. If no market quotes are available, financial instruments are valued by discounting the expected cash flows using an estimated current market interest rate for the financial instrument. For off-balance sheet derivative instruments, fair value is estimated as the amount that Atlantic Capital would receive or pay to terminate the contracts at the reporting date, taking into account the current unrealized gains or losses on open contracts.

The short maturity of Atlantic Capital’s assets and liabilities results in having a significant number of financial instruments whose fair value equals or closely approximates carrying value. Such financial instruments are reported in the following balance sheet captions: cash and due from banks, interest-bearing deposits in other banks, other short-term investments, and FHLB stock. The fair value of securities available-for-sale equals the balance sheet value. Due to the short-term settlement of accrued interest receivable and payable, the carrying amount closely approximates fair value.

Fair value estimates are made at a specific point in time, based on relevant market information and information about the financial instrument. These estimates do not reflect the premium or discount on any particular financial instrument that could result from the sale of Atlantic Capital’s entire holdings. Because no ready market exists for a significant portion of Atlantic Capital’s financial instruments, fair value estimates are based on many judgments. These estimates are subjective in nature and involve uncertainties and matters of significant judgment and therefore cannot be determined with precision. Changes in assumptions could significantly affect the estimates.

Off-balance sheet financial instruments (commitments to extend credit and standby letters of credit) are generally short-term and at variable rates. Therefore, both the carrying amount and the estimated fair value associated with these instruments are immaterial.

31


The following table presents the estimated fair values of Atlantic Capital’s financial instruments at June 30, 2017 and December 31, 2016 .
 
Fair Value Measurements at
 
June 30, 2017 Using:
 
Carrying
Value
 
Quoted Prices in Active markets for Identical Securities (Level 1)
 
Significant Other Observable Inputs
(Level 2)
 
Significant Unobservable Inputs
(Level 3)
 
(in thousands)
Financial assets
 
 
 
 
 
 
 
Cash and due from banks
$
45,008

 
$
45,008

 
$

 
$

Interest bearing deposits in banks
36,171

 
36,171

 

 

Other short-term investments
17,459

 
17,459

 

 

Total securities available-for-sale
450,273

 

 
450,273

 

FHLB stock
10,126

 

 

 
10,126

Federal Reserve Bank stock
9,781

 

 

 
9,781

Loans held for investment, net
1,940,221

 

 

 
1,999,159

Loans held for sale
1,744

 

 
1,744

 

Derivative assets
4,150

 

 
4,150

 

Financial liabilities
 
 
 
 
 
 
 
Deposits
$
2,113,954

 
$

 
$
2,006,800

 
$

Federal funds purchased and securities sold under agreements to repurchase
15,000

 
15,000

 

 

Subordinated debt
49,451

 

 
50,007

 

FHLB advances
180,000

 

 
180,012

 

Derivative financial instruments
4,244

 

 
4,244

 

 
Fair Value Measurements at
 
December 31, 2016 Using:
 
Carrying
Value
 
Quoted Prices in Active markets for Identical Securities (Level 1)
 
Significant Other Observable Inputs
(Level 2)
 
Significant Unobservable Inputs
(Level 3)
 
(in thousands)
Financial assets
 
 
 
 
 
 
 
Cash and due from banks
$
36,790

 
$
36,790

 
$

 
$

Interest-bearing deposits in other banks
118,039

 
118,039

 

 

Other short-term investments
10,896

 
10,896

 

 

Total securities available-for-sale
347,705

 

 
347,705

 

FHLB stock
7,067

 

 

 
7,067

Federal Reserve Bank stock
9,690

 

 

 
9,690

Loans held for investment, net
1,960,735

 

 

 
1,939,895

Loans held for sale
35,219

 

 
35,219

 

Derivative assets
4,310

 

 
4,310

 

Financial liabilities
 
 
 
 
 
 
 
Deposits
$
2,205,991

 
$

 
$
2,144,196

 
$

Deposits to be assumed in branch sale
31,589

 

 
31,589

 

Subordinated debt
49,366

 

 
48,971

 

FHLB advances
110,000

 

 
109,946

 

Derivative financial instruments
4,131

 

 
4,131

 


32


NOTE 15 – COMMITMENTS AND CONTINGENCIES

Atlantic Capital is a party to financial instruments with off-balance sheet risk in the normal course of business to meet the financing needs of its customers. These financial instruments include commitments to extend credit and letters of credit, most of which are standby letters of credit. These instruments involve, to varying degrees, elements of credit risk in excess of the amounts recognized in the Consolidated Balance Sheets. The contract amounts of these instruments reflect the extent of involvement Atlantic Capital has in particular classes of financial instruments.
Standby letters of credit are written conditional commitments issued by Atlantic Capital to guarantee the performance of a customer to a third party. Those guarantees are primarily issued to support public and private borrowing arrangements. Most letters of credit expire in less than one year. The credit risk involved in issuing letters of credit is essentially the same as that involved in extending loan facilities to customers.
Atlantic Capital’s exposure to credit loss in the event of nonperformance by the other party to the financial instrument for commitments to extend credit and standby letters of credit is represented by the contractual amount of those instruments. Atlantic Capital uses the same credit policies in making commitments and conditional obligations as it does for on-balance sheet instruments.
Atlantic Capital’s maximum exposure to credit risk for unfunded loan commitments and standby letters of credit at June 30, 2017 and December 31, 2016 was as follows:
 
 
June 30,
2017
 
December 31,
2016
 
(in thousands)
Financial Instruments whose contract amount represents credit risk:
 
Commitments to extend credit
$
631,250

 
$
617,432

Standby letters of credit
15,925

 
16,625

 
$
647,175

 
$
634,057


Atlantic Capital, in the normal course of business, is subject to various pending and threatened lawsuits in which claims for monetary damages are asserted. Although it is not possible to predict the outcome of these lawsuits, or the range of any possible loss, management, after consultation with legal counsel, does not anticipate that the ultimate aggregate liability, if any, arising from these lawsuits will have a material adverse effect on Atlantic Capital’s financial position or results of operations.


33


ITEM 2.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This Quarterly Report on Form 10-Q of Atlantic Capital Bancshares, Inc. (the “Company” or “Atlantic Capital”) contains forward-looking statements within the meaning of section 27A of the Securities Act of 1933, as amended, and 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). These forward-looking statements reflect our current views with respect to, among other things, future events and our financial performance. These statements are often, but not always, made through the use of words or phrases such as “may,” “should,” “could,” “predict,” “potential,” “believe,” “will likely result,” “expect,” “continue,” “will,” “anticipate,” “seek,” “estimate,” “intend,” “plan,” “projection,” “would,” and “outlook,” or the negative version of those words or other comparable words or phrases of a future or forward-looking nature. These forward-looking statements are not historical facts, and are based on current expectations, estimates, and projections about our industry, management’s beliefs, and certain assumptions made by management, many of which, by their nature, are inherently uncertain and beyond our control. Accordingly, we caution you that any such forward-looking statements are not guarantees of future performance and are subject to risks, assumptions, and uncertainties that are difficult to predict. Although we believe that the expectations reflected in these forward-looking statements are reasonable as of the date made, actual results may prove to be materially different from the results expressed or implied by the forward-looking statements.
The following risks, among others, could cause actual results to differ materially from the anticipated results or other expectations expressed in the forward-looking statements:
the expected growth opportunities and cost savings from the acquisition of First Security Group, Inc. (“First Security”) may not be fully realized or may take longer to realize than expected;
loss of income from our TriNet division following our exit of this business;
changes in asset quality and credit risk;
the cost and availability of capital;
customer acceptance of our products and services;
customer borrowing, repayment, investment and deposit practices;
the introduction, withdrawal, success and timing of business initiatives;
the impact, extent, and timing of technological changes;
severe catastrophic events in our geographic area;
a weakening of the economies in which we conduct operations may adversely affect our operating results;
the potential impact of any legal, regulatory and policy changes affecting financial institutions and the economies in which we conduct operations as a result of the new presidential administration;
the U.S. legal and regulatory framework, including those associated with the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”), could adversely affect the operating results of the company;
the interest rate environment may compress margins and adversely affect net interest income;
changes in trade, monetary, and fiscal policies of various governmental bodies and central banks could affect the economic environment in which we operate;
our ability to determine accurate values of certain assets and liabilities;
adverse developments in securities, public debt, and capital markets, including changes in market liquidity and volatility;
our ability to anticipate interest rate changes correctly and manage interest rate risk presented through unanticipated changes in our interest rate risk position and/or short- and long-term interest rates;
unanticipated changes in our liquidity position, including but not limited to our ability to enter the financial markets to manage and respond to any changes to our liquidity position;
adequacy of our risk management program;
increased costs associated with operating as a public company;
increased competitive pressure due to consolidation in the financial services industry; or

34


other risks and factors identified in our Annual Report on Form 10-K as filed with the Securities and Exchange Commission on March 14, 2017 (the “Annual Report”) in Part I, Item 1A under the heading “Risk Factors.”
CRITICAL ACCOUNTING POLICIES
The accounting and reporting policies of Atlantic Capital are in accordance with GAAP and conform to general practices within the banking industry. Atlantic Capital’s financial position and results of operations are affected by management’s application of accounting policies, including judgments made to arrive at the carrying value of assets and liabilities and amounts reported for revenues, expenses and related disclosures. Different assumptions in the application of these policies could result in material changes in Atlantic Capital’s consolidated financial position and/or consolidated results of operations. The more critical accounting and reporting policies include Atlantic Capital’s accounting for the allowance for loan losses, fair value measurements, and income tax related items. Significant accounting policies are discussed in the Notes to Consolidated Financial Statements within Atlantic Capital’s Annual Report on Form 10-K.
Non-GAAP Financial Measures.
This Form 10-Q contains non-GAAP financial measures and should be read along with the accompanying tables, which provide a reconciliation of non-GAAP financial measures to GAAP financial measures. Atlantic Capital management uses non-GAAP financial measures, including: (i) taxable equivalent interest income; (ii) taxable equivalent net interest income; (iii) taxable equivalent net interest margin; (iv) net interest income after provision for loan losses-taxable equivalent; (v) income before income taxes-taxable equivalent; and (vi) income tax expense-taxable equivalent. Management uses these non-GAAP financial measures because it believes they provide a greater understanding of ongoing performance and operations, enhance comparability with prior periods, and provide users of our financial information with a meaningful measure for assessing our financial results and credit trends. Non-GAAP financial measures have limitations as analytical tools, and investors should not consider them in isolation or as an alternative to any measure of performance or financial condition as determined in accordance with GAAP. In addition, non-GAAP financial measures may not be comparable to similarly titled non-GAAP financial measures presented by other companies. Investors should consider Atlantic Capital’s performance and financial condition as reported under GAAP and all other relevant information when assessing the performance or financial condition of the Company. A reconciliation of these non-GAAP financial measures to GAAP financial measures is included in Table 1.

35


EXECUTIVE OVERVIEW AND EARNINGS SUMMARY
Atlantic Capital reported net income of $4.3 million for the second quarter of 2017. This compared to net income of $5.1 million for the second quarter of 2016. Diluted income per common share was $.17 for the second quarter of 2017 compared to diluted income per common share of $.20 for the second quarter of 2016.
For the six months ended June 30, 2017, Atlantic Capital reported net income of $7.6 million. This compared to net income $8.1 million for the first six months ended June 30, 2016. Diluted income per common share was $.29 for the six months ended June 30, 2017 compared to $.32 for the same period in 2016.
The decrease in net income for the three months ended June 30, 2017, compared to the same period in 2016, was primarily the result of a $3.9 million gain on the sale of seven branches in the second quarter of 2016 and a $1.2 million, or 155%, higher loan loss provision in the second quarter of 2017. These decreases in net income were offset by a $1.3 million, or 7%, increase in net interest income before provision for loan losses and a $1.3 million, or 7%, reduction in noninterest expense.
For the six months ended June 30, 2017 compared to the first six months of 2016, the decrease in net income was primarily attributable to a $4.2 million, or 31%, decrease in noninterest income and a $1.5 million, or 128%, increase in loan loss provision. The decrease in noninterest income compared to 2016 was primarily due to the $3.9 million gain on sale of branches and a $1.1 million, or 97%, decrease in TriNet lending activities. This was offset by a $1.7 million, or 4%, increase in net interest income before provision for loan losses and a $1.8 million, or 5%, reduction in noninterest expense.
Taxable equivalent net interest income was $20.7 million for the second quarter of 2017, compared to $19.3 million for the second quarter of 2016. Taxable equivalent net interest margin increased to 3.26% for the three months ended June 30, 2017 from 3.12% for the three months ended June 30, 2016. For the six months ended June 30, 2017, taxable equivalent net interest income was $40.2 million compared to $38.2 million for the same period of 2016. Taxable equivalent net interest margin increased to 3.23% for the six months ended June 30, 2017 from 3.18% for the six months ended June 30, 2016. The margin increase for the three and six months ended June 30, 2017 compared to the prior year was due to increased investment in non-taxable investment securities and increases in the Fed Funds rate in December 2016 and March 2017.
Provision for loan losses for the quarter ended June 30, 2017 totaled $2.0 million, an increase of $1.2 million from the quarter ended June 30, 2016. The higher provision for the three months ended June 30, 2017 was primarily related to the downgrade of a $7.7 million loan relationship to nonperforming and an additional $1.0 million specific reserve related to this downgrade. The specific reserve for this loan relationship totaled $2.8 million as of June 30, 2017. For the six months ended June 30, 2017, Atlantic Capital’s provision for loan losses was $2.6 million compared to a provision of $1.1 million for the first six months of 2016. The increase was primarily due to the same factors resulting in the quarterly increase, as well as a change in the loan portfolio mix.
Noninterest income decreased $3.6 million, or 40%, to $5.3 million from the second quarter of 2016. The decrease was primarily due to a $3.9 million gain on the sale of seven branches in the second quarter of 2016. For the first six months of 2017, noninterest income decreased $4.2 million, or 31%, to $9.1 million. The decrease was primarily due to the same factors resulting in the quarterly decrease as well as a $1.1 million decrease in gains on the sale of TriNet loans.
For the second quarter of 2017, noninterest expense decreased $1.3 million, or 7%, compared to the second quarter of 2016. Noninterest expense totaled $35.4 million for the six months ended June 30, 2017, compared to $37.2 million for the same period in 2016. The most significant component of the decrease for the quarterly and six month periods was a $906,000, or 75%, and $1.7 million, or 84%, respectively, reduction in merger and conversion costs due to the substantial completion of the integration of FSGBank, N.A. (“FSGBank”) into Atlantic Capital Bank in 2016.

36


Table 1 - Quarterly Selected Financial Data
 
 
 
 
 
 
 
 
 
(in thousands, except share and per share data; taxable equivalent)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
2017
 
2016
 
For the six months ended June 30,
 
 
 
Second Quarter
 
First Quarter
 
Fourth Quarter
 
Third Quarter
 
Second Quarter
 
2017
 
2016
 
INCOME SUMMARY
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Interest income
 
$
24,545

 
$
22,716

 
$
22,530

 
$
22,428

 
$
22,190

 
$
47,261

 
$
43,743

 
Interest expense
 
3,833

 
3,208

 
3,029

 
2,941

 
2,907

 
7,041

 
5,539

 
Net interest income
 
20,712

 
19,508

 
19,501

 
19,487

 
19,283

 
40,220

 
38,204

 
Provision for loan losses
 
1,980

 
634

 
2,208

 
463

 
777

 
2,614

 
1,145

 
Net interest income after provision for loan losses
 
18,732

 
18,874

 
17,293

 
19,024

 
18,506

 
37,606

 
37,059

 
Noninterest income
 
5,287

 
3,857

 
4,430

 
4,002

 
8,880

 
9,144

 
13,300

 
Noninterest expense
 
17,623

 
17,744

 
18,775

 
17,296

 
18,943

 
35,367

 
37,209

 
    Income before income taxes
 
6,396

 
4,987

 
2,948

 
5,730

 
8,443

 
11,383

 
13,150

 
Income tax expense
 
2,067

 
1,757

 
1,339

 
2,022

 
3,296

 
3,824

 
5,072

 
Net income
 
$
4,329

 
$
3,230

 
$
1,609

 
$
3,708

 
$
5,147

 
$
7,559

 
$
8,078

 
 
 
 
 
 
 
 
 
 
 
 
 
   
 
   
 
PER SHARE DATA
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Basic earnings per share
 
$
0.17

 
$
0.13

 
$
0.06

 
$
0.15

 
$
0.21

 
$
0.30

 
$
0.33

 
Diluted earnings per share
 
0.17

 
0.13

 
0.06

 
0.15

 
0.20

 
0.29

 
0.32

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
PERFORMANCE MEASURES
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Return on average equity
 
5.48

%
4.19

%
2.09

%
4.84

%
6.88

%
4.88

%
5.47

%
Return on average assets
 
0.63

 
0.48

 
0.24

 
0.55

 
0.76

 
0.56

 
0.61

 
Taxable equivalent net interest margin
 
3.26

 
3.20

 
3.11

 
3.12

 
3.12

 
3.23

 
3.18

 
Efficiency ratio
 
68.37

 
76.78

 
79.19

 
74.05

 
67.44

 
72.35

 
73.58

 
Equity to assets
 
11.82

 
11.10

 
11.13

 
11.17

 
10.83

 
11.82

 
10.83

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
ASSET QUALITY
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Allowance for loan losses to loans
 
1.11

%
1.05

%
1.04

%
0.92

%
0.95

%
1.11

%
0.95

%
Net charge-offs
 
$
49

 
$
1,290

 
$
147

 
$
306

 
$
8

 
$
1,339

 
$
1,673

 
Net charge-offs to average loans (1)
 
0.01

%
0.26

%
0.03

%
0.06

%

%
0.14

%
0.17

%
NPAs to total assets
 
0.52

 
0.21

 
0.13

 
0.09

 
0.07

 
0.52

 
0.07

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
AVERAGE BALANCES
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Total loans
 
$
1,962,374

 
$
1,949,385

 
$
2,036,995

 
$
2,003,180

 
$
2,000,685

 
$
1,955,915

 
$
1,941,217

 
Investment securities
 
455,090

 
419,335

 
349,762

 
335,880

 
358,439

 
437,311

 
358,084

 
Total assets
 
2,762,389

 
2,694,715

 
2,722,444

 
2,717,996

 
2,718,110

 
2,728,739

 
2,669,430

 
Deposits
 
2,158,675

 
2,111,992

 
2,094,885

 
2,163,569

 
2,135,292

 
2,135,462

 
2,145,488

 
Shareholders’ equity
 
316,825

 
308,261

 
308,588

 
306,642

 
299,170

 
312,567

 
295,488

 
Number of common shares - basic
 
25,621,910

 
25,320,690

 
25,027,304

 
24,891,822

 
24,644,755

 
25,472,132

 
24,565,328

 
Number of common shares - diluted
 
25,831,281

 
25,672,286

 
25,407,728

 
25,260,280

 
25,158,694

 
25,753,633

 
25,082,968

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
(1)  Annualized.
 
 
 
 









37


Table 1 - Quarterly Selected Financial Data (continued)
 
 
 
 
 
 
 
 
(in thousands, except share and per share data)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
2017
 
2016
 
 For the six months ended June 30,
 
 
Second Quarter
 
First Quarter
 
Fourth Quarter
 
Third Quarter
 
Second Quarter
 
2017
 
2016
AT PERIOD END
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Total loans
 
$
1,963,835

 
$
1,930,965

 
$
2,016,549

 
$
2,054,702

 
$
1,971,198

 
$
1,963,835

 
$
1,971,198

Investment securities
 
450,273

 
456,942

 
347,705

 
348,484

 
328,370

 
450,273

 
328,370

Total assets
 
2,702,575

 
2,802,078

 
2,727,543

 
2,761,244

 
2,807,822

 
2,702,575

 
2,807,822

Deposits
 
2,113,954

 
2,203,039

 
2,237,580

 
2,188,856

 
2,158,305

 
2,113,954

 
2,158,305

Shareholders’ equity
 
319,435

 
310,967

 
303,658

 
308,463

 
304,066

 
319,435

 
304,066

Number of common shares outstanding
 
25,654,521

 
25,535,013

 
25,093,135

 
24,950,099

 
24,750,163

 
25,654,521

 
24,750,163

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Non-GAAP Performance Measures Reconciliation
 
 
 
 
 
 
 
 
(in thousands)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
2017
 
2016
 
 For the six months ended June 30,
 
 
Second Quarter
 
First Quarter
 
Fourth Quarter
 
Third Quarter
 
Second Quarter
 
2017
 
2016
Interest income reconciliation
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Interest income - GAAP
 
$
24,322

 
$
22,461

 
$
22,307

 
$
22,295

 
$
22,116

 
$
46,783

 
$
43,615

Taxable equivalent adjustment
 
223

 
255

 
223

 
133

 
74

 
478

 
128

Interest income - taxable equivalent
 
$
24,545

 
$
22,716

 
$
22,530

 
$
22,428

 
$
22,190

 
$
47,261

 
$
43,743

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Net interest income reconciliation
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Net interest income - GAAP
 
$
20,489

 
$
19,253

 
$
19,278

 
$
19,354

 
$
19,209

 
$
39,742

 
$
38,076

Taxable equivalent adjustment
 
223

 
255

 
223

 
133

 
74

 
478

 
128

Net interest income - taxable equivalent
 
$
20,712

 
$
19,508

 
$
19,501

 
$
19,487

 
$
19,283

 
$
40,220

 
$
38,204

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Net interest income after provision for loan losses reconciliation
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Net interest income after provision for loan losses - GAAP
 
$
18,509

 
$
18,619

 
$
17,070

 
$
18,891

 
$
18,432

 
$
37,128

 
$
36,931

Taxable equivalent adjustment
 
223

 
255

 
223

 
133

 
74

 
478

 
128

Net interest income after provision for loan losses - taxable equivalent
 
$
18,732

 
$
18,874

 
$
17,293

 
$
19,024

 
$
18,506

 
$
37,606

 
$
37,059

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Income before income taxes reconciliation
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Income (loss) before income taxes - GAAP
 
$
6,173

 
$
4,732

 
$
2,725

 
$
5,597

 
$
8,369

 
$
10,905

 
$
13,022

Taxable equivalent adjustment
 
223

 
255

 
223

 
133

 
74

 
478

 
128

Income before income taxes - taxable equivalent
 
$
6,396

 
$
4,987

 
$
2,948

 
$
5,730

 
$
8,443

 
$
11,383

 
$
13,150

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Income tax expense reconciliation
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Income tax expense - GAAP
 
$
1,844

 
$
1,502

 
$
1,116

 
$
1,889

 
$
3,222

 
$
3,346

 
$
4,944

Taxable equivalent adjustment
 
223

 
255

 
223

 
133

 
74

 
478

 
128

Income tax expense - taxable equivalent
 
$
2,067

 
$
1,757

 
$
1,339

 
$
2,022

 
$
3,296

 
$
3,824

 
$
5,072

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Net interest margin reconciliation
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Net interest margin - GAAP
 
3.23
%
 
3.16
%
 
3.07
%
 
3.10
%
 
3.11
%
 
3.19
%
 
3.17
%
Impact of taxable equivalent adjustment
 
0.03

 
0.04

 
0.04

 
0.02

 
0.01

 
0.04

 
0.01

Net interest margin - taxable equivalent
 
3.26
%
 
3.20
%
 
3.11
%
 
3.12
%
 
3.12
%
 
3.23
%
 
3.18
%

38



RESULTS OF OPERATIONS
Net Interest Income and Net Interest Margin
Taxable equivalent net interest income for the second quarter of 2017 totaled $20.7 million, a $1.4 million, or 7%, increase compared to the second quarter of 2016. This increase was primarily driven by a $2.4 million, or 11%, increase in taxable equivalent interest income. The change in taxable equivalent net interest income primarily resulted from the following:
a $1.2 million, or 84%, increase to $2.6 million in taxable equivalent interest income on investment securities, resulting from a $96.7 million, or 27%, increase in average balance, due primarily to the increased investment in non-taxable investment securities; and
a $1.1 million, or 5%, increase in interest income on loans, resulting from increases in the Fed Funds rate in December 2016 and March 2017.
Interest expense for the three months ended June 30, 2017 totaled $3.8 million, a $926,000, or 32%, increase from the same period of 2016. The rate paid on interest bearing liabilities increased 23 basis points from the second quarter of 2016 to the second quarter of 2017, driven by an increase in interest rates on deposits and other borrowings. Average interest-bearing deposits were lower mainly due to the branch sale in the second quarter of 2017 and a reduction in brokered deposits. In addition, premium amortization of acquired time deposits reduced interest expense during the second quarter of 2017 in the amount of $86,000, compared to $234,000 in the second quarter of 2016.
Taxable equivalent net interest income for the six months ended June 30, 2017 totaled $40.2 million, a $2.0 million, or 5%, increase compared to the same period in 2016. This increase was primarily driven by a $3.5 million, or 8%, increase in taxable equivalent interest income. The interest income increase primarily resulted from the following:
a $1.8 million, or 59%, increase to $4.9 million in tax equivalent interest income on investment securities, resulting from a $79.2 million, or 22%, increase in average balance, due primarily to the increased investment in non-taxable investment securities; and
a $1.4 million, or 4%, increase in interest income on loans, resulting from increases in the Fed Funds rate in December 2016 and March 2017.
Interest expense for the six months ended June 30, 2017 totaled $7.0 million, a $1.5 million, or 27%, increase from the same period of 2016, primarily due to a $1.0 million, or 29%, increase in interest paid on deposits. The rate paid on interest bearing liabilities increased 18 basis points from the first six months of 2016 to the same period of 2017, driven by an increase in interest rates on deposits and other borrowings. In addition, premium amortization of acquired time deposits reduced interest expense during the first six months of 2017 in the amount of $205,000, as compared to $542,000 in the same period of 2016.
Taxable equivalent net interest margin increased to 3.26% from 3.12% for the three months ended June 30, 2017 compared to the three months ended June 30, 2016. Taxable equivalent net interest margin for the six months ended June 30, 2017 increased to 3.23% compared to 3.18% for the six months ended June 30, 2016. The primary reasons for the increase in taxable equivalent net interest margin for the three and six month periods were the higher level of investment in non-taxable investment securities and higher interest rates on loans resulting from the Fed Funds rate increases in December 2016 and March 2017.
The following table presents information regarding average balances for assets and liabilities, the total dollar amounts of interest income and dividends from average interest-earning assets, the total dollar amounts of interest expense on average interest-bearing liabilities, and the resulting average yields and costs. The yields and costs for the periods indicated are derived by dividing the income or expense by the average balances for assets or liabilities, respectively, for the periods presented. Loan fees are included in interest income on loans.


39


Table 2 - Average Balance Sheets and Net Interest Analysis
 
 
 
 
 
 
(dollars in thousands; taxable equivalent)
 
 
 
 
 
 
 
 
 
 
Three months ended June 30,
 
 
2017
 
2016
 
 
Average Balance
 
Interest Income/Expense
 
Tax Equivalent Yield/Rate
 
Average Balance
 
Interest Income/Expense
 
Tax Equivalent Yield/Rate
Assets
 
 
 
 
 
 
 
 
 
 
 
 
Interest bearing deposits in other banks
 
$
85,935

 
$
233

 
1.09
%
 
$
84,734

 
$
131

 
0.62
%
Other short-term investments
 
23,683

 
117

 
1.98
%
 
27,777

 
100

 
1.45
%
Investment securities:
 
 
 
 
 
 
 
 
 
 
 
 
    Taxable investment securities
 
373,170

 
1,862

 
2.00
%
 
329,237

 
1,183

 
1.45
%
    Non-taxable investment securities (1)
 
81,920

 
716

 
3.51
%
 
29,202

 
218

 
3.00
%
Total investment securities
 
455,090

 
2,578

 
2.27
%
 
358,439

 
1,401

 
1.57
%
Total loans
 
1,962,374

 
21,361

 
4.37
%
 
2,000,685

 
20,281

 
4.08
%
FHLB and FRB stock
 
19,352

 
256

 
5.31
%
 
14,642

 
277

 
7.61
%
     Total interest-earning assets
 
2,546,434

 
24,545

 
3.87
%
 
2,486,277

 
22,190

 
3.59
%
Non-earning assets
 
215,955

 
 
 
 
 
231,833

 
 
 
 
     Total assets
 
$
2,762,389

 
 
 
 
 
$
2,718,110

 
 
 
 
Liabilities
 
 
 
 
 
 
 
 
 
 
 
 
Interest bearing deposits:
 
 
 
 
 
 
 
 
 
 
 
 
NOW, money market, and savings
 
1,183,744

 
1,641

 
0.56
%
 
1,173,093

 
1,256

 
0.43
%
Time deposits
 
149,898

 
270

 
0.72
%
 
203,679

 
189

 
0.37
%
Brokered deposits
 
198,703

 
570

 
1.15
%
 
220,098

 
395

 
0.72
%
Total interest-bearing deposits
 
1,532,345

 
2,481

 
0.65
%
 
1,596,870

 
1,840

 
0.46
%
Other borrowings
 
214,931

 
528

 
0.99
%
 
204,231

 
235

 
0.46
%
Long-term debt
 
49,423

 
824

 
6.69
%
 
49,254

 
832

 
6.79
%
     Total interest-bearing liabilities
 
1,796,699

 
3,833

 
0.86
%
 
1,850,355

 
2,907

 
0.63
%
Demand deposits
 
626,330

 
 
 
 
 
538,422

 
 
 
 
Other liabilities
 
22,535

 
 
 
 
 
30,163

 
 
 
 
Shareholders’ equity
 
316,825

 
 
 
 
 
299,170

 
 
 
 
     Total liabilities and shareholders’ equity
 
$
2,762,389

 
 
 
 
 
$
2,718,110

 
 
 
 
Net interest spread
 
 
 
 
 
3.01
%
 
 
 
 
 
2.96
%
Net interest income and net interest margin (2)
 
 
 
$
20,712

 
3.26
%
 
 
 
$
19,283

 
3.12
%
 
 
 
 
 
 
 
 
 
 
 
 
 
(1)  Interest revenue on tax-exempt securities has been increased to reflect comparable interest on taxable securities. The rate used was 35%, reflecting the statutory federal income tax rate.
(2)  Taxable equivalent net interest income divided by total interest-earning assets using the appropriate day count convention based on the type of interest-earning asset.


40


Table 2 - Average Balance Sheets and Net Interest Analysis (continued)
 
 
 
 
 
 
(dollars in thousands; taxable equivalent)
 
 
 
 
 
 
 
 
 
 
Six months ended June 30,
 
 
2017
 
2016
 
 
Average Balance
 
Interest Income/Expense
 
Tax Equivalent Yield/Rate
 
Average Balance
 
Interest Income/Expense
 
Tax Equivalent Yield/Rate
Assets
 
 
 
 
 
 
 
 
 
 
 
 
Interest bearing deposits in other banks
 
$
79,251

 
$
398

 
1.01
%
 
$
74,355

 
$
301

 
0.81
%
Other short-term investments
 
17,402

 
164

 
1.90
%
 
28,773

 
183

 
1.28
%
Investment securities:
 
 
 
 
 
 
 
 
 
 
 
 
    Taxable investment securities
 
356,485

 
3,386

 
1.92
%
 
334,059

 
2,681

 
1.61
%
    Non-taxable investment securities (1)
 
80,826

 
1,465

 
3.66
%
 
24,025

 
375

 
3.14
%
Total investment securities
 
437,311

 
4,851

 
2.24
%
 
358,084

 
3,056

 
1.72
%
Total loans
 
1,955,915

 
41,355

 
4.26
%
 
1,941,217

 
39,906

 
4.13
%
FHLB and FRB stock
 
19,479

 
493

 
5.10
%
 
11,845

 
297

 
5.04
%
     Total interest-earning assets
 
2,509,358

 
47,261

 
3.80
%
 
2,414,273

 
43,743

 
3.64
%
Non-earning assets
 
219,381

 
 
 
 
 
255,157

 
 
 
 
     Total assets
 
$
2,728,739

 
 
 
 
 
$
2,669,430

 
 
 
 
Liabilities
 
 
 
 
 
 
 
 
 
 
 
 
Interest bearing deposits:
 
 
 
 
 
 
 
 
 
 
 
 
NOW, money market, and savings
 
1,160,545

 
2,956

 
0.51
%
 
1,145,205

 
2,307

 
0.41
%
Time deposits
 
156,423

 
541

 
0.70
%
 
235,505

 
413

 
0.35
%
Brokered deposits
 
195,150

 
1,031

 
1.07
%
 
218,294

 
794

 
0.73
%
Total interest-bearing deposits
 
1,512,118

 
4,528

 
0.60
%
 
1,599,003

 
3,514

 
0.44
%
Other borrowings
 
204,761

 
866

 
0.85
%
 
151,794

 
383

 
0.51
%
Long-term debt
 
49,402

 
1,647

 
6.72
%
 
49,234

 
1,642

 
6.71
%
     Total interest-bearing liabilities
 
1,766,281

 
7,041

 
0.80
%
 
1,800,031

 
5,539

 
0.62
%
Demand deposits
 
623,344

 
 
 
 
 
546,485

 
 
 
 
Other liabilities
 
26,547

 
 
 
 
 
27,427

 
 
 
 
Shareholders’ equity
 
312,567

 
 
 
 
 
295,488

 
 
 
 
     Total liabilities and shareholders’ equity
 
$
2,728,739

 
 
 
 
 
$
2,669,430

 
 
 
 
Net interest spread
 
 
 
 
 
3.00
%
 
 
 
 
 
3.02
%
Net interest income and net interest margin (2)
 
 
 
$
40,220

 
3.23
%
 
 
 
$
38,204

 
3.18
%
 
 
 
 
 
 
 
 
 
 
 
 
 
(1)  Interest revenue on tax-exempt securities has been increased to reflect comparable interest on taxable securities. The rate used was 35%, reflecting the statutory federal income tax rate.
(2)  Taxable equivalent net interest income divided by total interest-earning assets using the appropriate day count convention based on the type of interest-earning asset.


41


The following table shows the relative effect on taxable equivalent net interest income for changes in the average outstanding amounts (volume) of interest-earning assets and interest-bearing liabilities and the rates earned and paid on such assets and liabilities (rate). Variances resulting from a combination of changes in rate and volume are allocated in proportion to the absolute dollar amounts of the change in each category .
Table 3 - Changes in Taxable Equivalent Net Interest Income
 
 
 
 
 
 
(dollars in thousands)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Three Months Ended June 30, 2017 Compared to 2016
Increase (decrease) Due to Changes in:
 
Six Months Ended June 30, 2017 Compared to 2016
Increase (decrease) Due to Changes in:
 
 
Volume
 
Yield/Rate
 
Total Change
 
Volume
 
Yield/Rate
 
Total Change
Interest earning assets
 
 
 
 
 
 
 
 
 
 
 
 
Interest bearing deposits in other banks
 
$
3

 
$
99

 
$
102

 
$
25

 
$
72

 
$
97

Other short-term investments
 
(20
)
 
37

 
17

 
(110
)
 
91

 
(19
)
Investment securities:
 
 
 
 
 
 
 
 
 
 
 
 
    Taxable investment securities
 
220

 
459

 
679

 
211

 
494

 
705

    Non-taxable investment securities
 
461

 
37

 
498

 
1,028

 
62

 
1,090

Total investment securities
 
681

 
496

 
1,177

 
1,239

 
556

 
1,795

Total loans
 
(440
)
 
1,520

 
1,080

 
289

 
1,160

 
1,449

FHLB and FRB stock
 
62

 
(83
)
 
(21
)
 
192

 
4

 
196

Total interest-earning assets
 
286

 
2,069

 
2,355

 
1,635

 
1,883

 
3,518

Interest bearing liabilities
 
 
 
 
 
 
 
 
 
 
 
 
Interest bearing deposits:
 
 
 
 
 
 
 
 
 
 
 
 
NOW, money market, and savings
 
15

 
370

 
385

 
39

 
610

 
649

Time deposits
 
(97
)
 
178

 
81

 
(274
)
 
402

 
128

Brokered deposits
 
(61
)
 
236

 
175

 
(122
)
 
359

 
237

Total interest-bearing deposits
 
(143
)
 
784


641

 
(357
)
 
1,371

 
1,014

Total borrowings
 
26

 
267

 
293

 
223

 
260

 
483

Total long-term debt
 
3

 
(11
)
 
(8
)
 
3

 
2

 
5

Total interest-bearing liabilities
 
(114
)
 
1,040

 
926

 
(131
)
 
1,633

 
1,502

Change in net interest income
 
$
400

 
$
1,029

 
$
1,429

 
$
1,766

 
$
250

 
$
2,016

Provision for Loan Losses
Management considers a number of factors in determining the required level of the allowance for loan losses and the provision required to achieve what is believed to be appropriate reserve level, including historical loss experience, loan growth, credit risk rating trends, nonperforming loan levels, delinquencies, loan portfolio concentrations and economic and market trends. The provision for loan losses represents management’s determination of the amount necessary to be charged against the current period’s earnings to maintain the allowance for loan losses at a level that it considered adequate in relation to the estimated losses inherent in the loan portfolio.

For the three months ended June 30, 2017, the provision for loan losses was $2.0 million, an increase of $1.2 million, or 155%, compared to the three months ended June 30, 2016. For the six months ended June 30, 2017, the provision for loan losses was $2.6 million, an increase of $1.5 million, or 128%, compared to the six months ended June 30, 2016.

The higher provision for the three and six months ended June 30, 2017 was primarily related to the downgrade of a $7.7 million loan relationship to nonperforming and an additional $1.0 million specific reserve related to this downgrade. At June 30, 2017, the specific reserve for this loan relationship totaled $2.8 million. At June 30, 2017, nonperforming loans totaled $12.3 million compared to $922,000 at June 30, 2016. Net loan charge-offs were .01% and .14%, respectively, of average loans (annualized) for the three and six months ended June 30, 2017 compared to 0% and .17%, respectively, for the three and six months ended June 30, 2016. The allowance for loan losses to total loans at June 30, 2017 was 1.11%, compared to .95% at June 30, 2016.


42


Noninterest Income

Noninterest income for the three and six months ended June 30, 2017 was $5.3 million and $9.1 million, respectively, a decrease of $3.6 million, or 40%, compared to the second quarter of 2016, and a decrease of $4.2 million, or 31%, from the six months ended June 30, 2016. The following table presents the components of noninterest income.

Table 4 - Noninterest Income
 
 
 
 
 
 
 
 
 
 
 
 
 
(dollars in thousands)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 Three months ended June 30,
 
 Change
 
Six months ended June 30,
 
 Change
 
 
 
2017
 
2016
 
$
 
%
 
2017
 
2016
 
$
 
%
 
Service charges
 
$
1,274

 
$
1,392

 
$
(118
)
 
(8
)
%
$
2,623

 
$
2,890

 
$
(267
)
 
(9
)
%
Securities gains, net
 

 
11

 
(11
)
 
(100
)
 

 
44

 
(44
)
 
(100
)
 
Gain on sales of other assets
 
666

 
31

 
635

 
2,048

 
744

 
79

 
665

 
842

 
Mortgage income
 
388

 
447

 
(59
)
 
(13
)
 
645

 
786

 
(141
)
 
(18
)
 
Trust income
 
488

 
386

 
102

 
26

 
895

 
700

 
195

 
28

 
Derivatives income (loss)
 
116

 
98

 
18

 
18

 
65

 
163

 
(98
)
 
(60
)
 
Bank owned life insurance
 
384

 
398

 
(14
)
 
(4
)
 
762

 
791

 
(29
)
 
(4
)
 
SBA lending activities
 
1,171

 
1,204

 
(33
)
 
(3
)
 
2,398

 
2,084

 
314

 
15

 
TriNet lending activities
 
20

 
761

 
(741
)
 
(97
)
 
40

 
1,144

 
(1,104
)
 
(97
)
 
Gains on sale of branches
 
302

 
3,885

 
(3,583
)
 
(92
)
 
302

 
3,885

 
(3,583
)
 
(92
)
 
Other noninterest income
 
478

 
267

 
211

 
79

 
670

 
734

 
(64
)
 
(9
)
 
Total noninterest income
 
$
5,287

 
$
8,880

 
$
(3,593
)
 
(40
)
%
$
9,144

 
$
13,300

 
$
(4,156
)
 
(31
)
%

Service charges for the second quarter and first six months of 2017 decreased $118,000, or 8%, and $267,000, or 9%, respectively, from the same periods in 2016. The decrease was primarily due to the reduction of retail customer activity from the sale of seven legacy FSGBank branches in the second quarter of 2016.

Gain on sales of other assets for the second quarter and first six months of 2017 increased $635,000 and $665,000, respectively, from the same periods in 2016 due to a $240,000 gain on sale of other real estate and a $426,000 gain on the sale of a tax credit investment during the second quarter of 2017. Trust income for the second quarter and first six months of 2017 increased $102,000, or 26%, and $195,000, or 28%, respectively, from the same periods in 2016 due to an increase in managed assets.

Income from SBA lending activities for the second quarter of 2017 decreased $33,000, or 3%, from the same period in 2016, due to a lower level of loan sales. During the three months ended June 30, 2017 and 2016, guaranteed portions of 10 SBA loans with principal balances of $18.8 million and $19.6 million, respectively, were sold in the secondary market. Income from SBA lending activities for the first six months of 2017 increased $314,000, or 15%, from the same period in 2016, due to a higher level of loan sales earlier in 2017. During the six months ended June 30, 2017 and 2016, guaranteed portions of 21 and 20 SBA loans with principal balances of $36.9 million and $30.0 million, respectively, were sold in the secondary market. During the three and six months ended June 30, 2016, the TriNet lending division contributed $761,000 and $1.1 million, respectively, in noninterest income from the sale of loans. During the third quarter of 2016, Atlantic Capital made the decision to close the TriNet Lending division.

On December 17, 2015, Atlantic Capital announced that it had entered into agreements for the sale of seven legacy FSGBank branches in Eastern Tennessee. The sale of four of the branches closed on April 1, 2016 and the sale of the remaining three branches closed on May 13, 2016. The branch sales resulted in a net gain of $3.9 million for the six months ended June 30, 2016 and included the sale of approximately $191.0 million in deposits, $34.7 million in loans and $8.6 million in other assets. The net gain included the write-off of $2.0 million in core deposit intangibles. In addition, $305,000 in expenses related to the sales were recorded in noninterest expense.

On December 9, 2016, Atlantic Capital entered into a definitive agreement to sell one branch in Cleveland, Tennessee, to SmartBank. The sale closed in the second quarter of 2017, and resulted in a net gain of $302,000 as well as a reduction of approximately $21.9 million in deposits and approximately $27.3 million in loans and other assets. The gross gain of $533,000 was reduced by an impairment of $337,000 in core deposit intangibles, which was offset by a $106,000 reversal in time deposit premium. There were also $38,000 of expenses associated with the divestiture included in noninterest expense in the second quarter of 2017.

43


Noninterest Expense
The following table presents the components of noninterest expense.
Table 5 - Noninterest Expense
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
(dollars in thousands)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 Three months ended June 30,
 
 Change
 
Six months ended June 30,
 
 Change
 
 
 
2017
 
2016
 
$
 
%
 
2017
 
2016
 
$
 
%
 
Salaries and employee benefits
 
$
10,603

 
$
10,420

 
$
183

 
2

%
$
21,668

 
$
20,975

 
$
693

 
3

%
Occupancy
 
1,074

 
1,274

 
(200
)
 
(16
)
 
2,304

 
2,374

 
(70
)
 
(3
)
 
Equipment and software
 
996

 
724

 
272

 
38

 
1,801

 
1,410

 
391

 
28

 
Professional services
 
973

 
760

 
213

 
28

 
1,877

 
1,508

 
369

 
24

 
Postage, printing and supplies
 
78

 
159

 
(81
)
 
(51
)
 
163

 
328

 
(165
)
 
(50
)
 
Communications and data processing
 
1,069

 
694

 
375

 
54

 
2,056

 
1,610

 
446

 
28

 
Marketing and business development
 
179

 
317

 
(138
)
 
(44
)
 
449

 
584

 
(135
)
 
(23
)
 
FDIC premiums
 
132

 
493

 
(361
)
 
(73
)
 
446

 
891

 
(445
)
 
(50
)
 
Merger and conversion costs
 
304

 
1,210

 
(906
)
 
(75
)
 
304

 
1,959

 
(1,655
)
 
(84
)
 
Amortization of intangibles
 
425

 
668

 
(243
)
 
(36
)
 
895

 
1,430

 
(535
)
 
(37
)
 
Foreclosed property/problem asset expense
 
107

 
55

 
52

 
95

 
110

 
159

 
(49
)
 
(31
)
 
Other noninterest expense
 
1,683

 
2,169

 
(486
)
 
(22
)
 
3,294

 
3,981

 
(687
)
 
(17
)
 
Total noninterest expense
 
$
17,623

 
$
18,943

 
$
(1,320
)
 
(7
)
%
$
35,367

 
$
37,209

 
$
(1,842
)
 
(5
)
%

Noninterest expense for the second quarter of 2017 was $17.6 million, a decrease of $1.3 million, or 7%, from the second quarter of 2016. For the six months ended June 30, 2017, noninterest expense totaled $35.4 million, a decrease of $1.8 million, or 5%, from the same period in 2016. The decrease from the prior periods mostly reflects lower merger and conversion costs related to the acquisition of First Security.
Salaries and employee benefits expense for the three months ended June 30, 2017 totaled $10.6 million, an increase of $183,000, or 2%, from the same period in 2016. For the first six months of 2017, salaries and employee benefits totaled $21.7 million, an increase of $693,000, or 3%, from the first six months of 2016. The increase was primarily attributable to higher salary and insurance costs. Full time equivalent headcount totaled 329 at June 30, 2017, compared to 337 at June 30, 2016, a decrease of 8 positions, mainly from branch closures and divestitures.
Occupancy costs were $1.1 million for the second quarter of 2017, a decrease of $200,000, or 16%, compared to the second quarter of 2016. For the six months ended June 30, 2017, occupancy costs were $2.3 million, a decrease of $70,000, or 3%, from the first six months of 2016. The decrease was due to the divestiture of seven branches in the second quarter of 2016.
Equipment and software costs were $996,000 for the second quarter of 2017, an increase of $272,000, or 38%, compared to the second quarter of 2016. For the six months ended June 30, 2017, equipment and software costs were $1.8 million, an increase of $391,000, or 28%, from the first six months of 2016. The increase was due to higher ATM managed services costs.
Professional services costs were $973,000 for the second quarter of 2017, an increase of $213,000, or 28%, compared to the second quarter of 2016. For the six months ended June 30, 2017, professional services costs were $1.9 million, an increase of $369,000, or 24%, from the first six months of 2016. The increase was due to higher accounting and consulting fees.
Communications and data processing costs were $1.1 million for the second quarter of 2017, an increase of $375,000, or 54%, compared to the second quarter of 2016. For the six months ended June 30, 2017, communications and data processing costs were $2.1 million, an increase of $446,000, or 28%, from the first six months of 2016. In 2016, core processing expenses were reduced by vendor credits.
Merger and conversion costs were $304,000 for the second quarter of 2017, a decrease of $906,000, or 75%, compared to the second quarter of 2016. For the six months ended June 30, 2017, merger and conversion costs were $304,000, a decrease of $1.7 million, or 84%, from the first six months of 2016. Merger expenses include professional fees, severance, rebranding and data conversion costs related to the acquisition of First Security.
Amortization of intangibles includes the amortization of core deposit intangible related to the acquisition of First Security and totaled $425,000 and $895,000 for the three months and six ended June 30, 2017, respectively, and $668,000 and $1.4 million for the three months and six ended June 30, 2016, respectively. The decrease in 2017 was mainly due to the write-off of core deposit

44


intangibles related to the seven branches divested during the second quarter of 2016 and one branch divested during the second quarter of 2017.
Income Taxes
Atlantic Capital monitors and evaluates the potential impact of current events on the estimates used to establish income tax expenses and income tax liabilities. On a periodic basis, Atlantic Capital evaluates its income tax positions based on current tax law and positions taken by various tax auditors within the jurisdictions where Atlantic Capital is required to file income tax returns.
The income tax provision for the second quarter and first six months of 2017 was $1.8 million and $3.3 million, respectively, as compared with $3.2 million and $4.9 million for the same periods in 2016. The effective tax rate (as a percentage of pre-tax earnings) was 29.9% and 30.7%, respectively, for the second quarter and first six months of 2017 compared to 38.5% and 38.0%, respectively, for the same periods in 2016. The decrease in the effective tax rate for the three and six months ended June 30,2017 was driven mainly by the decrease in non-deductible merger expenses in 2017 compared to 2016, excess benefit related to stock compensation in 2017 compared to 2016, and the increase in non-taxable income on municipal securities purchased throughout the latter half of 2016 and beginning of 2017.
Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts and their respective tax basis including operating losses and tax credit carryforwards. Net deferred tax assets (deferred tax assets net of deferred tax liabilities and valuation allowance) are reported in the consolidated balance sheet as a component of total assets.
Accounting Standards Codification Topic 740, Income Taxes , requires that companies assess whether a valuation allowance should be established against their deferred tax assets based on the consideration of all available evidence using a “more likely than not” standard. The determination of whether a valuation allowance for deferred tax assets is appropriate is subject to considerable judgment and requires an evaluation of all positive and negative evidence with more weight given to evidence that can be objectively verified. Each quarter, management considers both positive and negative evidence and analyzes changes in near-term market conditions as well as other factors which may impact future operating results.
Based on all evidence considered, as of June 30, 2017 and 2016, management concluded that it was more likely than not that the net deferred tax asset would be realized, except as outlined in the following discussion. At June 30, 2017 and 2016, Atlantic Capital had a deferred tax asset valuation allowance totaling $9.2 million and $9.5 million, respectively, on certain net operating loss carryforwards due to the fact that certain tax attributes are subject to an annual limitation as a result of the acquisition of First Security, which constituted a change of ownership as defined under Internal Revenue Code Section 382. Management expects to generate higher levels of future taxable income and believes this will allow for full utilization of Atlantic Capital’s remaining net operating loss carryforwards within the statutory carryforward periods.

45


FINANCIAL CONDITION
Total assets at June 30, 2017 and December 31, 2016 were $2.70 billion and $2.73 billion, respectively. Average total assets for the second quarter of 2017 were $2.76 billion, compared to $2.72 billion in the second quarter of 2016.
Loans
At June 30, 2017, total loans decreased $52.7 million, or 3%, to $1.96 billion compared to $2.02 billion at December 31, 2016, primarily due to the sale of $30.9 million in connection with the branch sale, as well as a decrease of $99.5 million in mortgage warehouse participations, resulting from a decrease in commitments and the market effect of increases in the Fed Funds rate in December 2016 and March 2017. Table 6 provides additional information regarding Atlantic Capital’s loan portfolio.
Table 6 - Loans
 
 
 
 
 
 
 
 
 
 
(dollars in thousands)
 
 
 
 
 
 
 
 
 
 
 
 
June 30, 2017
 
% of Total Loans
 
 
December 31, 2016
 
% of Total Loans
 
 
 
 
 
 
 
 
 
 
 
 
Loans held for sale
 
 
 
 
 
 
 
 
 
 
Branch loans held for sale
 
$

 
 
 
 
$
30,917

 
 
 
Other loans held for sale
 
1,744

 
 
 
 
4,302

 
 
 
Total loans held for sale
 
$
1,744

 
 
 
 
$
35,219

 
 
 
 
 
 
 
 
 
 
 
 
 
 
Loans held for investment
 
 
 
 
 
 
 
 
 
 
Commercial loans:
 
 
 
 
 
 
 
 
 
 
Commercial and industrial
 
$
578,888

 
30

%
 
$
531,061

 
27

%
Commercial real estate:
 
 
 
 
 
 
 
 
 
 
Owner occupied
 
351,733

 
18

 
 
352,523

 
18

 
Non-owner occupied
 
631,142

 
32

 
 
506,255

 
26

 
Construction and land
 
125,058

 
6

 
 
219,352

 
11

 
Mortgage warehouse participations
 
47,992

 
2

 
 
147,519

 
7

 
Total commercial loans
 
1,734,813

 
88

 
 
1,756,710

 
89

 
 
 
 
 
 
 
 
 
 
 
 
Residential:
 
 
 
 
 
 
 
 
 
 
Residential mortgages
 
101,798

 
5

 
 
101,921

 
5

 
Home equity
 
79,769

 
4

 
 
77,358

 
4

 
Total residential loans
 
181,567

 
9

 
 
179,279

 
9

 
 
 
 
 
 
 
 
 
 
 
 
Consumer
 
31,981

 
2

 
 
27,338

 
1

 
Other
 
18,013

 
1

 
 
21,565

 
1

 
 
 
1,966,374

 
 
 
 
1,984,892

 
 
 
Less net deferred fees and other unearned income
 
(4,283
)
 
 
 
 
(3,562
)
 
 
 
Total loans held for investment
 
1,962,091

 
 
 
 
1,981,330

 
 
 
 
 
 
 
 
 
 
 
 
 
 
Total loans
 
$
1,963,835

 
 
 
 
$
2,016,549

 
 
 

46


Nonperforming Assets
Nonperforming assets include nonaccrual loans, accruing loans past due 90 days or more, and other real estate owned. Loans are considered to be past due when payment is not received from the borrower by the contractually specified due date. Interest accruals on loans are discontinued when interest or principal has been in default 90 days or more, unless the loan is both secured by collateral that is sufficient to repay the debt in full and the loan is in the process of collection. When a loan is placed on nonaccrual status, interest accrued and not paid in the current accounting period is reversed against current period income. Interest accrued and not paid in prior periods, if significant, is reversed against the allowance for loan losses.
Income on such loans is subsequently recognized on a cash basis as long as the future collection of principal is deemed probable or after all principal payments are received. Commercial loans are placed back on accrual status after sustained performance of timely and current principal and interest payments and it is probable that all remaining amounts due, both principal and interest, are fully collectible according to the terms of the loan agreement. Residential loans and consumer loans are generally placed back on accrual status when they are no longer past due.
Purchased Credit Impaired (“PCI”) loans accounted for under ASC 310-30 are considered past due or delinquent when the contractual principal or interest due in accordance with the terms of the loan agreement remains unpaid after the due date of the scheduled payment. However, these loans are considered as performing, even though they may be contractually past due, as any non-payment of contractual principal or interest is considered in the periodic re-estimation of expected cash flows and is included in the resulting recognition of current period covered loan loss provision or future period yield adjustments. PCI loans totaling $1.2 million were not classified as nonaccrual at June 30, 2017 as the carrying value of the respective loan or pool of loans cash flows were considered estimable and collection was probable. Therefore, interest revenue, through accretion of the difference between the carrying value of the loans and the expected cash flows, is being recognized on all PCI loans.
At June 30, 2017, Atlantic Capital’s nonperforming assets totaled $14.1 million, or 0.52% of assets, compared to $3.5 million, or 0.13% of assets, at December 31, 2016. The increase was primarily due to Atlantic Capital Bank N.A. (the “Bank”) placing three loan relationships totaling $10.6 million on nonaccrual status.
Nonaccrual loans totaled $11.9 million and $621,000 as of June 30, 2017 and December 31, 2016, respectively. The increase was primarily due to the Bank placing three loan relationships totaling $10.6 million on nonaccrual status. Loans past due 90 days and still accruing totaled $391,000 at June 30, 2017 compared to $994,000 at December 31, 2016. Table 7 provides details on nonperforming assets and other risk elements.
Table 7 - Nonperforming assets
 
 
 
 
 
 
 
 
 
 
 
(dollars in thousands)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
June 30, 2017
 
March 31, 2017
 
December 31, 2016
 
September 30, 2016
 
June 30, 2016
 
Nonaccrual loans
 
$
11,909

 
$
3,212

 
$
621

 
$
28

 
$
657

 
Loans past due 90 days and still accruing
 
391

 
771

 
994

 
762

 
265

 
Total nonperforming loans* (NPLs)
 
12,300

 
3,983

 
1,615

 
790

 
922

 
Other real estate owned
 
1,819

 
1,869

 
1,872

 
1,727

 
951

 
Total nonperforming assets (NPAs)
 
$
14,119

 
$
5,852

 
$
3,487

 
$
2,517

 
$
1,873

 
NPLs as a percentage of total loans
 
0.63

%
0.21

%
0.08

%
0.04

%
0.05

%
NPAs as a percentage of total assets
 
0.52

 
0.21

 
0.13

 
0.09

 
0.07

 
*Nonperforming loans exclude those loans which are PCI loans
T roubled Debt Restructurings
 
TDRs are selectively made to provide relief to customers experiencing liquidity challenges or other circumstances that could affect their ability to meet their debt obligations. Typical modifications include short-term deferral of interest or modification of payment terms. Nonperforming TDRs are not accruing interest and are included as nonperforming assets within nonaccrual loans. TDRs which are accruing interest based on the restructured terms are considered performing. Table 8 summarizes TDRs.

47


Table 8 - Troubled Debt Restructurings
(dollars in thousands)
 
 
 
 
 
 
June 30, 2017
 
December 31, 2016
Accruing TDRs
 
$
5,558

 
$
6,602

Nonaccruing TDRs
 
534

 

    Total TDRs
 
$
6,092

 
$
6,602

Potential Problem Loans
Management identifies and maintains a list of potential problem loans. These are loans that are internally risk graded special mention or below but which are not included in nonaccrual status and are not past due 90 days or more. A loan is added to the potential problem list when management becomes aware of information about possible credit problems of the borrower which raises serious doubts as to the ability of such borrower to comply with the current loan repayment terms. Potential problem loans totaled $57.3 million and $47.6 million, respectively, as of June 30, 2017 and December 31, 2016. As a number of potential problem loans are real estate secured, management closely tracks the current values of real estate collateral when assessing the collectability of these loans.
Allowance for Loan Losses
At June 30, 2017, the allowance for loan losses totaled $21.9 million, or 1.11% of loans, compared to $20.6 million, or 1.04% of loans, at December 31, 2016. The increase in the allowance was primarily related to the downgrade of a $7.7 million loan relationship to nonperforming and an additional $1.0 million specific reserve related to this downgrade.
Net charge-offs for the second quarter of 2017 and 2016 were $49,000 and $8,000, respectively. For the six months ended June 30, 2017, net charge-offs totaled $1.3 million compared to $1.7 million for the same period in 2016. Table 9 provides details concerning the allowance for loan losses during the past five quarters.
Table 9 - Allowance for Loan Losses (ALL)
(dollars in thousands)
 
 
 
 
 
 
 
 
 
 
 
2017
 
2016
 
 
Second
 
First
 
Fourth
 
Third
 
Second
 
 
Quarter
 
Quarter
 
Quarter
 
Quarter
 
Quarter
 
Balance at beginning of period
$
19,939

 
$
20,595

 
$
18,534

 
$
18,377

 
$
17,608

 
Provision for loan losses
2,048

 
565

 
2,134

 
463

 
777

 
Provision for PCI loan losses
(68
)
 
69

 
74

 

 

 
Loans charged-off:
 
 
 
 
 
 
 
 
 
 
Commercial and industrial

 
(781
)
 

 
(61
)
 
(5
)
 
Commercial real estate

 
(132
)
 
24

 
(226
)
 

 
Residential mortgages

 
(46
)
 

 

 
(2
)
 
Home equity
(8
)
 

 

 
(9
)
 
(23
)
 
Consumer
(57
)
 
(332
)
 
(158
)
 
(60
)
 
(38
)
 
Other

 

 

 
(5
)
 

 
Total loans charged-off
(65
)
 
(1,291
)
 
(134
)
 
(361
)
 
(68
)
 
Recoveries on loans previously charged-off:
 
 
 
 
 
 
 
 
 
 
Commercial and industrial
7

 

 

 
2

 

 
Commercial real estate
2

 

 
(15
)
 
20

 

 
Construction and land

 

 

 
12

 

 
Residential mortgages
1

 

 

 
5

 

 
Home equity
1

 

 

 
2

 

 
Consumer
5

 
1

 
2

 
12

 
60

 
Other

 

 

 
2

 

 
Total recoveries
16

 
1

 
(13
)
 
55

 
60

 
Net charge-offs
$
(49
)
 
$
(1,290
)
 
$
(147
)
 
$
(306
)
 
$
(8
)
 
Balance at period end
$
21,870

 
$
19,939

 
$
20,595

 
$
18,534

 
$
18,377

 
 
 
 
 
 
 
 
 
 
 
 
Net charge-offs (annualized) to average loans
0.01

%
0.26

%
0.03

%
0.06

%

%
Allowance for loan losses to total loans
1.11

 
1.05

 
1.04

 
0.92

 
0.95

 

48


Investment Securities
Investment securities available-for-sale totaled $450.3 million at June 30, 2017, compared to $347.7 million at December 31, 2016. Atlantic Capital purchased $121.4 million in available-for-sale securities during the first quarter of 2017, as a response to the decrease in mortgage warehouse participations. Available-for-sale securities are reported at their aggregate fair value, and unrealized gains and losses are included as a component of other comprehensive income, net of deferred taxes. As of June 30, 2017, investment securities available-for-sale had a net unrealized loss of $4.0 million, compared to a net unrealized loss of $9.6 million as of December 31, 2016. Market changes in interest rates and credit spreads result in temporary unrealized losses as the market price of securities fluctuate. After evaluating the securities with unrealized losses, management concluded that no other than temporary impairment existed as of June 30, 2017.
Changes in the amount of Atlantic Capital’s available-for-sale securities portfolio result primarily from balance sheet trends including loans, deposit balances and short-term borrowings. When inflows arising from deposits and short-term borrowings exceed loan demand, Atlantic Capital invests excess funds in the securities portfolio or in short-term investments. Conversely, when loan demand exceeds growth in deposits and short-term borrowings, Atlantic Capital allows interest-bearing balances with other banks to decline and uses proceeds from maturing or sold securities to fund loan demand. Details of investment securities at June 30, 2017 and December 31, 2016 are provided in Table 10.
Table 10 - Securities
 
 
 
 
 
(dollars in thousands)
 
 
 
 
 
 
 
 
 
 
 
June 30, 2017
 
December 31, 2016
 
Available for Sale Securities
 
Amortized Cost
 
Fair Value
 
Amortized Cost
 
Fair Value
 
U.S. Government agencies
 
$
35,299

 
$
35,125

 
$
21,485

 
$
21,152

 
U.S. states and political divisions
 
97,502

 
94,168

 
96,908

 
90,172

 
Trust preferred securities
 
4,741

 
4,688

 
4,727

 
4,525

 
Corporate debt securities
 
19,777

 
19,220

 
19,928

 
19,231

 
Residential mortgage-backed securities
 
296,934

 
297,072

 
214,297

 
212,625

 
Total
 
$
454,253

 
$
450,273

 
$
357,345

 
$
347,705

 
The effective duration of Atlantic Capital’s securities at June 30, 2017 was 4.88 years.
Goodwill and Other Intangible Assets
Atlantic Capital’s core deposit intangible representing the value of the acquired deposit base, is an amortizing intangible asset that is required to be tested for impairment only when events or circumstances indicate that impairment may exist. There were no events or circumstances that led management to believe that any impairment existed at June 30, 2017 in Atlantic Capital’s other intangible assets.

Goodwill represents the premium paid for acquired companies above the fair value of the assets acquired and liabilities assumed, including separately identifiable intangible assets. Atlantic Capital evaluates its goodwill annually, or more frequently if necessary, to determine if any impairment exists.

49


LIQUIDITY AND CAPITAL RESOURCES
Deposits
At June 30, 2017, total deposits were $2.11 billion, a decrease of $123.6 million, or 6%, from December 31, 2016. Noninterest-bearing demand deposits decreased $30.1 million, or 5%, and deposits to be assumed in branch sale decreased $31.6 million, or 100%, from December 31, 2016 to June 30, 2017.
Total average deposits for the quarter ended June 30, 2017 were $2.16 billion, an increase of $23.4 million, or 1%, from the same period in 2016. Average noninterest-bearing demand deposits increased $87.9 million, or 16%, and average time deposits decreased $53.8 million, or 26%, from the quarter ended June 30, 2016 to the same period in 2017. Table 11 provides additional information regarding deposits during the past five quarters.
Table 11 - Deposits
 
 
 
 
 
 
 
 
(dollars in thousands)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Period End Deposits
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
June 30, 2017
 
March 31, 2017
 
December 31, 2016
 
September 30, 2016
 
June 30, 2016
 
Linked Quarter Change
 
Year Over Year Change
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
DDA
 
$
612,744

 
$
606,386

 
$
643,471

 
$
557,783

 
$
592,043

 
$
6,358

 
$
20,701

NOW
 
250,254

 
259,760

 
264,062

 
260,531

 
231,091

 
(9,506
)
 
19,163

Savings
 
30,170

 
30,756

 
27,932

 
29,658

 
30,839

 
(586
)
 
(669
)
Money Market
 
882,824

 
916,390

 
912,493

 
974,072

 
913,094

 
(33,566
)
 
(30,270
)
Time
 
142,915

 
150,867

 
157,810

 
172,348

 
178,615

 
(7,952
)
 
(35,700
)
Brokered
 
195,047

 
209,385

 
200,223

 
194,464

 
212,623

 
(14,338
)
 
(17,576
)
Deposits to be assumed in branch sale
 

 
29,495

 
31,589

 

 

 
(29,495
)
 

Total Deposits
 
$
2,113,954

 
$
2,203,039

 
$
2,237,580

 
$
2,188,856

 
$
2,158,305

 
$
(89,085
)
 
$
(44,351
)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Payments Clients
 
$
250,104

 
$
321,899

 
$
347,833

 
$
212,049

 
$
295,440

 
$
(71,795
)
 
$
(45,336
)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Average Deposits (1)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
2017
 
2016
 
Linked Quarter Change
 
Year Over Year Change
 
 
Second Quarter
 
First Quarter
 
Fourth Quarter
 
Third Quarter
 
Second Quarter
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
DDA
 
$
626,330

 
$
620,325

 
$
591,166

 
$
555,008

 
$
538,422

 
$
6,005

 
$
87,908

NOW
 
293,160

 
290,862

 
253,187

 
282,701

 
272,556

 
2,298

 
20,604

Savings
 
30,468

 
30,306

 
29,741

 
30,692

 
35,090

 
162

 
(4,622
)
Money Market
 
860,116

 
815,920

 
853,281

 
923,435

 
865,447

 
44,196

 
(5,331
)
Time
 
149,898

 
163,021

 
169,677

 
175,135

 
203,679

 
(13,123
)
 
(53,781
)
Brokered
 
198,703

 
191,558

 
197,833

 
196,598

 
220,098

 
7,145

 
(21,395
)
Total Deposits
 
$
2,158,675

 
$
2,111,992

 
$
2,094,885

 
$
2,163,569

 
$
2,135,292

 
$
46,683

 
$
23,383

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Payments Clients
 
$
244,157

 
$
273,630

 
$
211,000

 
$
184,895

 
$
176,474

 
$
(29,473
)
 
$
67,683

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Noninterest bearing deposits as a percentage of average deposits
 
29.0
%
 
29.4
%
 
28.2
%
 
25.7
%
 
25.2
%
 
 
 
 
Cost of deposits
 
0.46
%
 
0.39
%
 
0.37
%
 
0.36
%
 
0.35
%
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
(1)  Includes average balances of deposits to be assumed in branch sale.
 
 
 
 
 
 

50


Short-Term Borrowings
At June 30, 2017 and December 31, 2016, Federal Funds purchased totaled $15.0 million and $0, respectively.
As a member of the Federal Home Loan Bank of Atlanta (“FHLB”), Atlantic Capital has the ability to acquire short and long-term advances through a blanket agreement secured by our unencumbered qualifying 1-4 family first mortgage loans and by pledging investment securities or individual, qualified loans, subject to approval of the FHLB. At June 30, 2017 and December 31, 2016, Atlantic Capital had FHLB advances of $180.0 million and $110.0 million, respectively. The balance of FHLB borrowings increased due to an increase in short-term funding needs.
Long-Term Debt
During the third quarter of 2015, Atlantic Capital issued $50.0 million in fixed-to-floating rate subordinated notes due in 2025, all of which was outstanding at June 30, 2017.
Liquidity risk management

Liquidity risk is the risk that an institution will be unable to generate or obtain sufficient funding, at a reasonable cost, to meet operational cash needs and to take advantage of revenue producing opportunities as they arise. Other forms of liquidity risk include market constraints on the ability to convert assets into cash at expected levels, an inability to access funding sources at sufficient levels at a reasonable cost, and changes in economic conditions or exposure to credit, market, operational, legal and reputation risks that can affect an institution’s liquidity risk profile. Liquidity management involves maintaining Atlantic Capital’s ability to meet the daily cash flow requirements of Atlantic Capital’s customers, both depositors and borrowers.
Atlantic Capital utilizes various measures to monitor and control liquidity risk across three different types of liquidity:
tactical liquidity measures the risk of a negative cash flow position whereby cash outflows exceed cash inflows over a short-term horizon;
structural liquidity measures the amount by which illiquid assets are supported by long-term funding; and
contingent liquidity utilizes cash flow stress testing across three crisis scenarios to determine the adequacy of Atlantic Capital’s liquidity.

Atlantic Capital aims to maintain a diverse mix of existing and potential liquidity sources to support the liquidity management function. At its core is a reliance on the customer deposit book, due to the low cost it offers. Other sources of liquidity include asset-based liquidity in the form of cash and unencumbered securities, as well as access to wholesale funding from external counterparties, primarily advances from the FHLB of Atlanta, Federal Funds lines and other borrowing facilities. Atlantic Capital aims to avoid funding concentrations by diversifying external secured and unsecured funding with respect to maturities, counterparties and nature. At June 30, 2017, management believes that Atlantic Capital had sufficient on-balance sheet liquidity to meet its funding needs.
At June 30, 2017, Atlantic Capital had access to $360.0 million in unsecured borrowings and $629.2 million in secured borrowings through various sources. Atlantic Capital also has the ability to attract more retail deposits by offering aggressively priced rates.

Shareholders’ Equity and Capital Adequacy
Shareholders’ equity at June 30, 2017 was $319.4 million, an increase of $15.8 million, or 5%, from December 31, 2016. Accumulated other comprehensive income, which includes unrealized gains and losses on securities available-for-sale and unrealized gains and losses on derivatives qualifying as cash flow hedges, is excluded in the calculation of regulatory capital ratios.
Atlantic Capital and the Bank are required to meet minimum capital requirements imposed by regulatory authorities. Failure to meet certain capital requirements may result in actions by regulatory agencies that could have a material impact on Atlantic Capital’s consolidated financial statements. Tables 12 and 13 provide additional information regarding regulatory capital requirements and Atlantic Capital’s capital levels.



51


Table 12 - Capital Ratios
 
 
 
 
 
 
 
 
 
 
 
(dollars in thousands)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 Consolidated
 
 Bank
 
 Regulatory Guidelines
 
 
 
June 30, 2017
 
December 31, 2016
 
June 30, 2017
 
December 31, 2016
 
Minimum
 
Well capitalized
 
Minimum Capital plus capital conservation buffer 2019
 
Risk based ratios:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Common equity tier 1 capital
 
10.9

%
10.3

%
12.4

%
11.8

%
4.5

%
6.5

%
7.0

%
Tier 1 Capital
 
10.9

 
10.3

 
12.4

 
11.8

 
6.0

 
8.0

 
8.5

 
Total capital
 
14.0

 
13.3

 
13.4

 
12.7

 
8.0

 
10.0

 
10.5

 
Leverage ratio
 
9.5

 
9.1

 
10.7

 
10.4

 
4.0

 
5.0

 
 N/A

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Common equity tier 1 capital
 
$
254,997

 
$
241,313

 
$
289,691

 
$
276,778

 
 
 
 
 
 
 
Tier 1 capital
 
254,997

 
241,313

 
289,691

 
276,778

 
 
 
 
 
 
 
Total capital
 
327,098

 
311,954

 
312,341

 
298,053

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Risk weighted assets
 
2,337,068

 
2,343,622

 
2,336,639

 
2,344,387

 
 
 
 
 
 
 
Quarterly average total assets for leverage ratio
 
2,762,389

 
2,654,473

 
2,704,198

 
2,654,473

 
 
 
 
 
 
 
Atlantic Capital continues to exceed minimum capital standards and the Bank remains “well-capitalized” under regulatory guidelines.
In July 2013, bank regulatory agencies approved the Basel III capital guidelines, which are aimed at strengthening existing capital requirements for bank holding companies through a combination of higher minimum capital requirements, new capital conservation buffers and more conservative definitions of capital and balance sheet exposure. Atlantic Capital and the Bank became subject to the requirements of Basel III effective January 1, 2015, subject to a transition period for several aspects of the rule.
Under the revised rules, Atlantic Capital’s common equity tier 1 ratio was 10.9% at June 30, 2017, exceeding the fully phased-in minimum of 7.0%, which includes the 2.5% minimum capital conservation buffer. Management continues to monitor Basel III developments and remains committed to managing Atlantic Capital’s capital levels in a prudent manner.
Table 13 - Tier 1 Common Equity
(dollars in thousands)
 
 
 
 
 
 
 
 
 
June 30, 2017
 
Tier 1 capital
 
$
254,997

 
Less: restricted core capital
 

 
Tier 1 common equity
 
$
254,997

 
 
 
 
 
Risk-adjusted assets
 
$
2,337,068

 
Tier 1 common equity ratio
 
10.9

%
Off-Balance Sheet Arrangements
Atlantic Capital makes contractual commitments to extend credit and issues standby letters of credit in the ordinary course of its business activities. These commitments are legally binding agreements to lend money to customers at predetermined interest rates for a specified period of time. In addition to commitments to extend credit, Atlantic Capital also issues standby letters of credit which are assurances to a third party that it will not suffer a loss if the customer fails to meet a contractual obligation to the third party. At June 30, 2017, Atlantic Capital had issued commitments to extend credit of approximately $631.3 million and standby letters of credit of approximately $15.9 million through various types of commercial lending arrangements.
Based on historical experience, many of the commitments and letters of credit will expire unfunded. Through its various sources of liquidity, Atlantic Capital believes it will be able to fund these obligations as they arise. Atlantic Capital evaluates each customer’s

52


credit worthiness on a case-by-case basis. The amount of collateral obtained, if deemed necessary upon extension of credit, is based on Atlantic Capital’s credit evaluation of the borrower. Collateral varies but may include accounts receivable, inventory, property, plant and equipment, and commercial and residential real estate.
Contractual Obligations
There have been no significant changes in Atlantic Capital’s contractual obligations at June 30, 2017 compared to December 31, 2016.
Risk Management
Effective risk management is critical to Atlantic Capital’s success. The Dodd-Frank Act requires that bank holding companies with total assets in excess of $10 billion establish an enterprise-wide risk committee consisting of members of its board of directors. Although Atlantic Capital does not have total assets in excess of $10 billion, the Bank’s board of directors has an Audit and Risk Committee that, among other responsibilities, provides oversight of enterprise-wide risk management activities. The Audit and Risk Committee reviews the Bank’s activities in identifying, measuring and mitigating existing and emerging risks (including credit, liquidity, interest-rate, compliance, operational, strategic and reputational risks). The committee monitors management’s execution of risk management practices in accordance with the risk appetite of the Bank, reviews supervisory examination reports together with management’s response to such examinations and discusses legal matters that may have a material impact on the financial statements or Atlantic Capital’s compliance policies. With guidance from and oversight by the Audit and Risk Committee, management continually refines and enhances its risk management policies and procedures to maintain effective risk management programs and processes.
Credit risk management
Credit risk is the risk of not collecting payments pursuant to the contractual terms of loans, leases and investment securities. Atlantic Capital’s independent credit review function conducts risk reviews and analyses of loans to help assure compliance with credit policies and to monitor asset quality trends. The risk reviews include portfolio analysis by industry, collateral type and product. Atlantic Capital has implemented policies and procedures designed to identify potential problem loans as early as possible, to record charge-offs or write-downs as appropriate and to maintain adequate allowances for loan losses that are inherent in the loan portfolio.
Market Risk
Market risk reflects the risk of economic loss resulting from adverse changes in market price and interest rates. This risk of loss can be reflected in diminished current market values and/or reduced potential net interest income in future periods. Atlantic Capital’s market risk arises primarily from interest rate risk inherent in Atlantic Capital’s lending and deposit-taking activities. The structure of Atlantic Capital’s loan and deposit portfolios is such that a significant decline in interest rates may adversely impact net market values and net interest income. Atlantic Capital does not maintain a trading account nor is Atlantic Capital subject to currency exchange risk or commodity price risk.
Interest Rate Risk Management
Interest rate risk results principally from assets and liabilities maturing or repricing at different points in time, from assets and liabilities repricing at the same point in time but in different amounts and from short-term and long-term interest rates changing in different magnitudes. Market interest rates also have an impact on the interest rate and repricing characteristics of loans that are originated as well as the rate characteristics of interest-bearing liabilities.
Atlantic Capital assesses interest rate risk by forecasting net interest income under various interest rate scenarios and comparing those results to forecasted net interest income assuming stable rates. Atlantic Capital’s rate shock simulation, as of June 30, 2017, indicates that, over a 12-month period, net interest income is estimated to increase by 13.88% with rates rising 200-basis points. The increase in net interest income is primarily due to the short-term repricing characteristics of the loan portfolio, combined with a favorable funding mix. Atlantic Capital’s loan portfolio consists mainly of floating rate loans. Atlantic Capital’s core client deposits are likely to allow Atlantic Capital to lag short term interbank rate indices when pricing deposits. Transaction accounts comprise a significant amount of Atlantic Capital’s total deposits.
Table 14 provides the impact on net interest income resulting from various interest rate scenarios as of June 30, 2017 and December 31, 2016.

53


Table 14 - Net Interest Income Sensitivity Simulation Analysis
 
 
 
 
 
 
 
 
 
 
 
 
 
Estimated change in net interest income
Change in interest rate (basis point)
 
June 30, 2017
 
December 31, 2016
-100
 
(10.84
)
%
 
 
(8.59
)
%
 
+100
 
7.22

 
 
 
8.20

 
 
+200
 
13.88

 
 
 
16.39

 
 
+300
 
20.39

 
 
 
20.34

 
 
Atlantic Capital also utilizes the market value of equity (“MVE”) as a tool in measuring and managing interest rate risk. L ong-term interest rate risk exposure is measured using the MVE sensitivity analysis to study the impact of long-term cash flows on capital. As of June 30, 2017, the MVE calculated with a 200-basis point shock up in rates decreased by (4.54)% from the base case MVE value. Table 15 presents the MVE profile as of June 30, 2017 and December 31, 2016.
Table 15 - Market Value of Equity Modeling Analysis
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Estimated % change in MVE
Change in interest rate (basis point)
 
June 30, 2017
 
December 31, 2016
-100
 
(1.00
)
%
 
 
0.90

%
 
+100
 
(1.08
)
 
 
 
(2.39
)
 
 
+200
 
(4.54
)
 
 
 
(4.52
)
 
 
+300
 
(9.15
)
 
 
 
(5.94
)
 
 
Atlantic Capital may utilize interest rate swaps, floors, collars or other derivative financial instruments in an attempt to manage Atlantic Capital’s overall sensitivity to changes in interest rates.


54


ITEM 3.
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The information required by this item is included in Part I, Item 2 of this report under “Management’s Discussion and Analysis of Financial Condition and Results of Operations-Risk Management.”

ITEM 4.
CONTROLS AND PROCEDURES

The Company maintains disclosure controls and procedures as required under Rule 13a-15 promulgated under the Exchange Act, that are designed to ensure that information required to be disclosed in the Company’s Exchange Act reports is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to the Company’s management, including its Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. As of June 30, 2017, the Company’s management carried out an evaluation, under the supervision and with the participation of the Chief Executive Officer and Chief Financial Officer, of the effectiveness of its disclosure controls and procedures. Based on the foregoing, the Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures were effective as of June 30, 2017.
No changes were made to the Company’s internal control over financial reporting (as defined in Rule 13a-15(f) promulgated under the Exchange Act) during the quarter ended June 30, 2017 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

55


PART II - OTHER INFORMATION
 
ITEM 1.
LEGAL PROCEEDINGS

In the ordinary course of operations, Atlantic Capital and the Bank are defendants in various legal proceedings. Additionally, in the ordinary course of business, Atlantic Capital and the Bank are subject to regulatory examinations and investigations. Based on our current knowledge and advice of counsel, in the opinion of management there is no such pending or threatened legal matter which would result in a material adverse change, either individually or in the aggregate, in the consolidated financial condition or results of operations of Atlantic Capital.

ITEM 1A.
RISK FACTORS

In addition to the other information set forth in this report, you should carefully consider the factors discussed in the Company’s Annual Report on Form 10-K for the period ended December 31, 2016, under Part I, Item 1A “Risk Factors,” because these risk factors may affect the operations and financial results of the Company. Our evaluation of our risk factors has not changed materially since those discussed in the Annual Report. The risks described in the Annual Report are not the only risks facing the Company. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition, and operating results.

ITEM 2.
UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

None.

ITEM 3.
DEFAULTS UPON SENIOR SECURITIES
None.

ITEM 4.
MINE SAFETY DISCLOSURES
Not applicable.

ITEM 5.
OTHER INFORMATION

None.
ITEM 6.
EXHIBITS

The exhibits listed in the accompanying Exhibit Index are filed as part of this report.

 


56


SIGNATURES

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 thereunto duly authorized.
 
ATLANTIC CAPITAL BANCSHARES, INC.
 
 
 
/s/ Douglas L. Williams
 
Douglas L. Williams
 
Chief Executive Officer (Principal Executive Officer)
 
 
 
 
 
/s/ Patrick T. Oakes
 
Patrick T. Oakes
 
Executive Vice President and
 
Chief Financial Officer
 
(Principal Financial and Accounting Officer)
 
 
 
 
 
 
 
 
 
Date: August 8, 2017
 
 
 
 



57

Table of Contents

EXHIBIT INDEX

3.1
Amended and Restated Articles of Incorporation of Atlantic Capital Bancshares, Inc., which is incorporated by reference to Exhibit 3.1 to our Registration Statement on Form S-4 (file no. 333-204855), initially filed with the Securities and Exchange Commission on June 10, 2015
3.2
Amended and Restated Bylaws of Atlantic Capital Bancshares, Inc., which is incorporated by reference to Exhibit 3.1 to our Current Report on Form 8-K (file no. 001-37615), filed with the Securities and Exchange Commission on January 19, 2017
10.1
Amendment No. 1 to Employment Agreement, dated July 20, 2017, by and among Atlantic Capital Bancshares, Inc., Atlantic Capital Bank, and Douglas L. Williams.*
10.2
Amendment No. 1 to Employment Agreement, dated July 20, 2017, by and among Atlantic Capital Bancshares, Inc., Atlantic Capital Bank, and D. Michael Kramer.*
10.3
Atlantic Capital Bancshares, Inc. 2015 Stock Incentive Plan (as amended and restated effective May 18, 2017), which is incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K (file no. 001-37615), initially filed with the Securities and Exchange Commission on May 22, 2017.*
10.4
Atlantic Capital Bancshares, Inc. Change in Control Plan.*
31.1
Certification of Chief Executive Officer pursuant to Rule 13a-14(a) under the Exchange Act, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2
Certification of Chief Financial Officer pursuant to Rule 13a-14(a) under the Exchange Act, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1
Certification of Chief Executive Officer pursuant to Rule 13a-14(b) under the Exchange Act, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2
Certification of Chief Financial Officer pursuant to Rule 13a-14(b) under the Exchange Act, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101
The following materials from our Quarterly Report on Form 10-Q for the quarter ended June 30, 2017, formatted in XBRL (eXtensible Business Reporting Language): (i) the Consolidated Balance Sheets as of June 30, 2017 and December 31, 2016; (ii) the Consolidated Statements of Income for the three and six months ended June 30, 2017 and 2016; (iii) the Consolidated Statements of Comprehensive Income for the three and six months ended June 30, 2017 and 2016; (iv) the Consolidated Statements of Shareholders’ Equity for the six months ended June 30, 2017 and 2016; (v) the Consolidated Statements of Cash Flows for the six months ended June 30, 2017 and 2016; and (vi) the Notes to the Unaudited Consolidated Financial Statements

* Management contract or compensatory plan or arrangement.

58


Exhibit 10.1

AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT

THIS AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT (the “ Amendment ”) is made and entered into effective July 20, 2017 (the “ Effective Date ”), by and among ATLANTIC CAPITAL BANCSHARES, INC., a Georgia corporation (the “ Holding Company ”); ATLANTIC CAPITAL BANK, a wholly-owned Georgia banking subsidiary of the Holding Company (the “ Bank ”) (collectively, the “ Employers ”); and DOUGLAS L. WILLIAMS (“ Executive ”).
WITNESSETH:

WHEREAS , the Employers and the Executive hereby agree to amend that Employment Agreement among the Employers and the Executive dated January 1, 2015 (the “ Employment Agreement ”) pursuant Section 17(a) thereof;
NOW, THEREFORE , for and in consideration of the Amendment’s mutual covenants, and other good and valuable consideration, the receipt and legal sufficiency of which are hereby acknowledged, the parties agree as follows:
1. Section 7(b) of the Employment Agreement is hereby amended to add a new subpart (iv) in the fourth to last sentence of that section, which shall read as follows:
“(iv) any Protected Rights (as defined herein);”
The remaining subpart of that sentence shall be renumbered to “v.”
2.      Section 7(c) of the Employment Agreement is hereby amended to add a new subpart (iv) in the fourth to last sentence of that section, which shall read as follows:
“(iv) any Protected Rights;”
The remaining subpart of that sentence shall be renumbered to “v.”
3.      Section 9 of the Employment Agreement is hereby amended to add a new subsection (h), which shall read as follows:
“(h)    Notwithstanding anything in this Agreement to the contrary, (a) nothing in this Agreement, including but not limited to the release, or other agreement prohibits the Executive from reporting possible violations of law or regulation to any governmental agency or entity, including but not limited to the Department of Justice, the Securities and Exchange Commission, the Congress and any agency Inspector General (the “Government Agencies”), or communicating with Government Agencies or otherwise participating in any investigation or proceedings that may be conducted by Government Agencies, including providing documents or other information; (b) the Executive does not need the prior authorization of the Employers to take any action described in (a), and the Executive is not required to notify the Employers that he or she has taken any action described in (a); and (c) neither this Agreement nor the release limits the Executive’s right to receive an award for providing information relating to a possible securities law violation to the Securities and Exchange Commission. Further, notwithstanding the foregoing, the Executive will not be held criminally or civilly liable under any federal, state or local trade secret law for the disclosure of a trade secret that (x) is made (i) in confidence to a federal, state or local official, either directly or indirectly, or to an attorney; and (ii) solely for the purpose of reporting or investigating a suspected violation or law; or (y) is made in a compliant or other document filed in a lawsuit or other proceeding, if such filing is made under seal. Additionally, an individual suing an employer for retaliation based on the reporting of a suspected violation of law may disclose a trade secret to his or her attorney and use the trade secret information in the court proceeding, so long as any document containing the trade secret is filed under seal and the individual does not disclose the trade secret except pursuant to court order. The rights described in this subsection (h) are referred to in this Agreement as the ‘ Protected Rights .’”
4.      Exhibit B (the Release) of the Employment Agreement is hereby amended by deleting the current Exhibit B and replacing it with the form of Release attached to this Amendment as Exhibit A.
[ Remainder of Page Left Blank ]

IN WITNESS WHEREOF , the Holding Company and the Bank have caused this Amendment to be executed and their seals to be affixed hereunto by their duly authorized officers, and Executive has signed this Amendment, as of the Effective Date set forth above.
ATTEST:                    ATLANTIC CAPITAL BANCSHARES, INC.

/s/ Patrick T. Oakes                 By: /s/ Walter M. Deriso, Jr.                
Secretary                    Name:    Walter M. Deriso, Jr.
Title:    Chairman
(CORPORATE SEAL)


ATTEST:                    ATLANTIC CAPITAL BANK

/s/ Patrick T. Oakes                 By: /s/ Walter M. Deriso, Jr.                
Secretary                    Name:    Walter M. Deriso, Jr.
Title:    Chairman
(BANK SEAL)


EXECUTIVE

/s/ Anita M. Hill                  /s/ Douglas L. Williams                
Witness                    DOUGLAS L. WILLIAMS

EXHIBIT A

RELEASE

In exchange for certain termination payments, benefits and promises to __________________________ which _______________________ (“Executive”) would not otherwise be entitled, Executive, knowingly and voluntarily releases and Atlantic Capital Bank and Atlantic Capital Bancshares, Inc., their subsidiaries, affiliates or related corporations, together with their officers, directors, agents, employees and representatives (collectively, the “Employer”), of and from any and all claims, demands, obligations, liabilities and causes of action, of whatsoever kind in law or equity, whether known or unknown, which Executive has or ever had against the Employer on or before the date of the execution of this Release, including but not limited to claims in common law, whether in contract or in tort, and causes of action under the Age Discrimination in Employment Act, 29 U.S.C. Sections 621 et seq., Title VII of the Civil Rights Act of 1964, 42 U.S.C. Sections 2000e et seq., the Employee Retirement Income Security Act, 29 U.S.C. Sections 1001 et seq., the Americans with Disabilities Act, 29 U.S.C. Section 12101 et seq., and all other federal, state or local laws, ordinances or regulations, for any losses, injuries or damages (including compensatory or punitive damages), attorney’s fees and costs arising out of employment or termination from employment with the Employer. Notwithstanding the foregoing, Executive does not waive or release the Employer from any claims, demands, obligations, liabilities or causes of action that may hereafter arise as the result of the breach by the Employer of its obligations under the Employment Agreement dated as of _____________, 20__ by and among the Atlantic Capital Bancshares, Inc., Atlantic Capital Bank and Executive (the “Employment Agreement”).
Executive acknowledges that he has had a period of twenty-one (21) days from the date of receipt of this Release to consider it. Executive acknowledges that he has been given the opportunity to consult an attorney prior to executing this Release. This Release shall not become effective or enforceable until seven (7) days following its execution by Executive. Prior to the expiration of the seven (7) day period, Executive may revoke Executive’s consent to this Release.
Executive acknowledges by executing this Release that Executive has returned to the Employer all Employer property in Executive’s possession.
Executive acknowledges that the terms of this Release and Executive’s separation of employment are confidential and, unless otherwise required by law or for the purposes of enforcing the Release or when needed to consult with Executive’s immediate family or tax or legal advisors, neither Executive nor Executive’s agents shall divulge, publish or publicize any such confidential information to any third parties or the media, or to any current or former employee, customer or client of the Employer or its businesses or any of its affiliates.
Notwithstanding anything in this Release to the contrary, (a) nothing in this Release, the Employment Agreement or other agreement prohibits the Executive from reporting possible violations of law or regulation to any governmental agency or entity, including but not limited to the Department of Justice, the Securities and Exchange Commission, the Congress and any agency Inspector General (the “Government Agencies”), or communicating with Government Agencies or otherwise participating in any investigation or proceedings that may be conducted by Government Agencies, including providing documents or other information; (b) the Executive does not need the prior authorization of the Employer to take any action described in (a), and the Executive is not required to notify the Employer that he or she has taken any action described in (a); and (c) neither this Release nor the Employment Agreement limits the Executive’s right to receive an award for providing information relating to a possible securities law violation to the Securities and Exchange Commission. Further, notwithstanding the foregoing, the Executive will not be held criminally or civilly liable under any federal, state or local trade secret law for the disclosure of a trade secret that (x) is made (i) in confidence to a federal, state or local official, either directly or indirectly, or to an attorney; and (ii) solely for the purpose of reporting or investigating a suspected violation or law; or (y) is made in a compliant or other document filed in a lawsuit or other proceeding, if such filing is made under seal. Additionally, an individual suing an employer for retaliation based on the reporting of a suspected violation of law may disclose a trade secret to his or her attorney and use the trade secret information in the court proceeding, so long as any document containing the trade secret is filed under seal and the individual does not disclose the trade secret except pursuant to court order.
EXECUTIVE ACKNOWLEDGES HE FULLY UNDERSTANDS THE CONTENTS OF THIS RELEASE AND EXECUTES IT FREELY AND VOLUNTARILY, WITHOUT DURESS, COERCION OR UNDUE INFLUENCE.
Signed:                          Date:                         
Executive



Exhibit 10.2
AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT

THIS AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT (the “ Amendment ”) is made and entered into effective July 20, 2017 (the “Effective Date”), by and among ATLANTIC CAPITAL BANCSHARES, INC., at Georgia corporation (the “ Holding Company ”); ATLANTIC CAPITAL BANK, a wholly-owned Georgia banking subsidiary of the Holding Company (the “ Bank ”) (collectively, the “ Employers ”); and D. MICHAEL KRAMER (“ Executive ”).
WITNESSETH :
WHEREAS , the Employers and the Executive hereby agree to amend that Employment Agreement among the Employers and the Executive dated June 5, 2015 (the “Employment Agreement”) pursuant Section 17(a) thereof;
NOW, THEREFORE , for and in consideration of the Amendment’s mutual covenants, and other good and valuable consideration, the receipt and legal sufficiency of which are hereby acknowledged, the parties agree as follows:
1. Section 7(b) of the Employment Agreement is hereby amended to add a new subpart (iv) in the fourth to last sentence of that section, which shall read as follows:
“(iv) any Protected Rights (as defined herein);”
The remaining subpart of that sentence shall be renumbered to “v.”
2.      Section 7(c) of the Employment Agreement is hereby amended to add a new subpart (iv) in the fourth to last sentence of that section, which shall read as follows:
“(iv) any Protected Rights;”
The remaining subpart of that sentence shall be renumbered to “v.”
3.      Section 9 of the Employment Agreement is hereby amended to add a new subsection (h), which shall read as follows:
“(h)    Notwithstanding anything in this Agreement to the contrary, (a) nothing in this Agreement, including but not limited to the release, or other agreement prohibits the Executive from reporting possible violations of law or regulation to any governmental agency or entity, including but not limited to the Department of Justice, the Securities and Exchange Commission, the Congress and any agency Inspector General (the “Government Agencies”), or communicating with Government Agencies or otherwise participating in any investigation or proceedings that may be conducted by Government Agencies, including providing documents or other information; (b) the Executive does not need the prior authorization of the Employers to take any action described in (a), and the Executive is not required to notify the Employers that he or she has taken any action described in (a); and (c) neither this Agreement nor the release limits the Executive’s right to receive an award for providing information relating to a possible securities law violation to the Securities and Exchange Commission. Further, notwithstanding the foregoing, the Executive will not be held criminally or civilly liable under any federal, state or local trade secret law for the disclosure of a trade secret that (x) is made (i) in confidence to a federal, state or local official, either directly or indirectly, or to an attorney; and (ii) solely for the purpose of reporting or investigating a suspected violation or law; or (y) is made in a compliant or other document filed in a lawsuit or other proceeding, if such filing is made under seal. Additionally, an individual suing an employer for retaliation based on the reporting of a suspected violation of law may disclose a trade secret to his or her attorney and use the trade secret information in the court proceeding, so long as any document containing the trade secret is filed under seal and the individual does not disclose the trade secret except pursuant to court order. The rights described in this subsection (h) are referred to in this Agreement as the ‘Protected Rights.’”
4.      Exhibit A (the Release) of the Employment Agreement is hereby amended by deleting the current Exhibit A and replacing it with the form of Release attached to this Amendment as Exhibit A.
[Remainder of Page Left Blank]
 
IN WITNESS WHEREOF, the Holding Company and the Bank have caused this Amendment to be executed and their seals to be affixed hereunto by their duly authorized officers, and Executive has signed this Amendment, as of the Effective Date set forth above.
ATTEST:

/s/ Patrick T. Oakes _____________________
Secretary

(CORPORATE SEAL)


ATTEST:

/s/ Patrick T. Oakes _____________________
Secretary


(BANK SEAL)



/s/ Annette Rollins _____________________
Witness
ATLANTIC CAPITAL BANCSHARES, INC.


By:   /s/ Douglas L. Williams ______________
Name: Douglas L. Williams
Title: Chief Executive Officer


ATLANTIC CAPITAL BANK


By:   /s/ Douglas L. Williams ______________

Name: Douglas L. Williams
Title: Chief Executive Officer


EXECUTIVE

/s/ D. Michael Kramer ___________________
D. Michael Kramer


EXHIBIT A

RELEASE

In exchange for certain termination payments, benefits and promises _________________ to ______________ which (“Executive”) would not otherwise be entitled, Executive, knowingly and voluntarily releases and Atlantic Capital Bank and Atlantic Capital Bancshares, Inc., their subsidiaries, affiliates or related corporations, together with their officers, directors, agents, employees and representatives (collectively, the “Employer”), of and from any and all claims, demands, obligations, liabilities and causes of action, of whatsoever kind in law or equity, whether known or unknown, which Executive has or ever had against the Employer on or before the date of the execution of this Release, including but not limited to claims in common law, whether in contract or in tort, and causes of action under the Age Discrimination in Employment Act, 29 U.S.C. Sections 621 et seq., Title VII of the Civil Rights Act of 1964, 42 U.S.C. Sections 2000e et seq., the Employee Retirement Income Security Act, 29 U.S.C. Sections 1001 et seq., the Americans with Disabilities Act, 29 U.S.C. Section 12101 et seq., and all other federal, state or local laws, ordinances or regulations, for any losses, injuries or damages (including compensatory or punitive damages), attorney’s fees and costs arising out of employment or termination from employment with the Employer. Notwithstanding the foregoing, Executive does not waive or release the Employer from any claims, demands, obligations, liabilities or causes of action that may hereafter arise as the result of the breach by the Employer of its obligations under the Employment Agreement dated as of ________________, 20 by and among the Atlantic Capital Bancshares, Inc., Atlantic Capital Bank and Executive (the “Employment Agreement”).
Executive acknowledges that he has had a period of twenty-one (21) days from the date of receipt of this Release to consider it. Executive acknowledges that he has been given the opportunity to consult an attorney prior to executing this Release. This Release shall not become effective or enforceable until seven (7) days following its execution by Executive. Prior to the expiration of the seven (7) day period, Executive may revoke Executive’s consent to this Release.
Executive acknowledges by executing this Release that Executive has returned to the Employer all Employer property in Executive’s possession.
Executive acknowledges that the terms of this Release and Executive’s separation of employment are confidential and, unless otherwise required by law or for the purposes of enforcing the Release or when needed to consult with Executive’s immediate family or tax or legal advisors, neither Executive nor Executive’s agents shall divulge, publish or publicize any such confidential information to any third parties or the media, or to any current or former employee, customer or client of the Employer or its businesses or any of its affiliates.
Notwithstanding anything in this Release to the contrary, (a) nothing in this Release, the Employment Agreement or other agreement prohibits the Executive from reporting possible violations of law or regulation to any governmental agency or entity, including but not limited to the Department of Justice, the Securities and Exchange Commission, the Congress and any agency Inspector General (the “Government Agencies”), or communicating with Government Agencies or otherwise participating in any investigation or proceedings that may be conducted by Government Agencies, including providing documents or other information; (b) the Executive does not need the prior authorization of the Employer to take any action described in (a), and the Executive is not required to notify the Employer that he or she has taken any action described in (a); and (c) neither this Release nor the Employment Agreement limits the Executive’s right to receive an award for providing information relating to a possible securities law violation to the Securities and Exchange Commission. Further, notwithstanding the foregoing, the Executive will not be held criminally or civilly liable under any federal, state or local trade secret law for the disclosure of a trade secret that (x) is made (i) in confidence to a federal, state or local official, either directly or indirectly, or to an attorney; and (ii) solely for the purpose of reporting or investigating a suspected violation or law; or (y) is made in a compliant or other document filed in a lawsuit or other proceeding, if such filing is made under seal. Additionally, an individual suing an employer for retaliation based on the reporting of a suspected violation of law may disclose a trade secret to his or her attorney and use the trade secret information in the court proceeding, so long as any document containing the trade secret is filed under seal and the individual does not disclose the trade secret except pursuant to court order.
EXECUTIVE ACKNOWLEDGES HE FULLY UNDERSTANDS THE CONTENTS OF THIS RELEASE AND EXECUTES IT FREELY AND VOLUNTARILY, WITHOUT DURESS, COERCION OR UNDUE INFLUENCE.
Signed:________________________________    Date:                         
Executive


Exhibit 10.4

ATLANTIC CAPITAL BANCSHARES, INC.
CHANGE IN CONTROL PLAN
§ 1.
PURPOSE
The purpose of this Plan is to provide an appropriate measure of protection and security for a Participant in the event that a Change in Control is determined to be in the best interests of the Corporation's shareholders.
§ 2.
ADMINISTRATON
This Plan shall be administered by the Compensation Committee, which shall have the power and discretion to interpret this Plan and to take such other action in the operation and administration of this Plan as the Compensation Committee deems necessary or appropriate under the circumstances.
§ 3.
PARTICIPATION
3.1.    Senior Officers. The Compensation Committee shall select the individuals who shall (subject to § 3.2) participate in this Plan, but the Compensation Committee shall only select individuals who at the time of their selection are senior officers of the Corporation or the Bank.
3.2.    Termination of Participation. An individual's status as a Participant will (subject to § 5.5) terminate only upon his or her Separation from Service outside the Protection Period even if his or her status as a senior officer of the Corporation or the Bank ends before the date he or she has a Separation from Service.




§ 4.
DEFINITIONS
Bank : Means Atlantic Capital Bank and any successor to Atlantic Capital Bank.
Base Salary : Means a Participant's base salary as properly paid or accrued for the 12 month period which ends on the date of his or her Separation from Service.
Beneficiary : Means the person so designated by the Participant on the form provided by the Corporation for this purpose or, if no designation is made or no one so designated survives the Participant, his or her estate.
Board of Directors : Means the Board of Directors of the Corporation or, where applicable, the Board of Directors of the Bank.
Cash Severance Package : Means
(a)    an amount equal to 1.5 times the sum of (1) the Participant's Base Salary and (2) his or her target bonus in effect for the calendar year in which he or she has a Separation from Service; plus
(b)    an amount equal to the Participant's Base Salary times his or her highest annual incentive target bonus percentage in effect for the calendar year in which the Participant has a Separation from Service, prorated based on the number of days in such calendar year before the date of his or her Separation from Service.
Cause : Means any of the following:
(a)    the Participant has a Forfeiture Event which harms the Corporation or the Bank in any material respect or has violated in any material respect any restrictive covenants agreed to by the Participant in connection with any other matter related to the Corporation or the Bank; or
(b)    the Participant has violated in any willful and material respect the code of ethics and business conduct for officers and employees of the Corporation or the Bank, whichever is applicable, provided a copy of such code had been furnished to the Participant at the time such code first becomes effective and such code after a Change in Control is consistent in all material respects with the code of ethics and business conduct for the officers and employees of the Corporation or the Bank, whichever is applicable, as in effect immediately before the Change in Control; or
(c)    the Participant has refused to follow in any material respect any reasonable and proper and lawful directive from the Board of Directors of the Corporation or the Bank, whichever is applicable, the CEO or the individual to whom the Participant directly reports; or

2


(d)    the Participant has been convicted of a felony, which conviction standing alone is reasonably likely to have a material and adverse effect on the business or reputation of the Corporation or the Bank; provided, however,
no Separation from Service for a Participant shall be for "Cause" unless (e) there shall have been delivered to the Participant within thirty (30) normal business days of the Corporation a written notice which sets forth the basis for such alleged "Cause" in reasonable detail, (f) the Participant after the delivery of such notice shall have had thirty (30) normal business days of the Corporation to address and cure any act or omission which is set forth in such notice as the basis for such alleged "Cause" and (g) the Participant fails to cure such act or omission before the end of such thirty (30) day period.
CEO : Means the individual who is the Chief Executive Officer of the Corporation.
Change in Control : Means any one of the following:
(a)    a change in any one year period in the members of the Corporation's Board of Directors or the Bank's Board of Directors such that the members of the Corporation's Board of Directors or the Bank's Board of Directors, whichever is applicable, at the beginning of such one year period no longer constitute a majority of the members of the applicable board at the end of such period unless the nomination for election for each new member of the applicable board was approved by at least two thirds (2/3s) of the individuals who were the members of the applicable board at the beginning of such one year period; or
(b)    any "person" (as that term is used in section 13(d)(3) or section 14(d)(2) the Securities Exchange Act of 1934, as amended) in one transaction or in a series of related transactions becomes the beneficial owner (as defined in Rule 13d-3 under the Securities Exchange Act of 1934, as amended ) of 40% or more the voting power of the Corporation's common stock or the Bank's common stock other than (i) an acquisition directly by or from the Corporation or the Bank, (ii) an initial public offering of the Corporation's common stock or the Bank's common stock, (iii) an acquisition by an employee benefit plan sponsored by the Corporation or the Bank or (iv) any transaction described in subsection (c)(i) through (c)(iii) of this definition of a Change in Control; or
(c)    the consummation of a merger or other corporate transaction involving the Corporation or the Bank unless (i) immediately after such consummation at least 50% of the voting power of the stock of the surviving corporation is held by the persons who were the Corporation's shareholders or the Bank's shareholders, whichever is applicable, immediately before such consummation in substantially the same proportion that they held the voting power of the stock of the Corporation or the Bank, whichever is applicable, immediately before such consummation, (ii) no person holds more than 20% of the voting power of the surviving corporation's stock (other than

3


a person who immediately before such consummation held more than 20% of the voting power of the Corporation's stock or the Bank's stock, whichever is applicable) and (iii) at least 50% of the directors of the surviving corporation were members of the Corporation's Board of Directors or the Bank's Board of Directors, whichever is applicable, immediately before such consummation; or
(d)    the shareholders of the Corporation or the Bank approve a sale of substantially all of the assets of the Corporation or the Bank or a liquidation of the Corporation or the Bank.
Code : Means the Internal Revenue Code of 1986, as amended.
COBRA Severance Package : Means the reimbursement by the Corporation of the COBRA coverage premiums, if any, paid by the Participant for his or her self-only COBRA coverage each month, which reimbursement shall be made for the 18 month period which starts on the date of the Participant's Separation from Service or until the date the Participant is first eligible to receive at least self-only healthcare coverage from a new employer, whichever comes first.
Compensation Committee : Means the Compensation Committee of the Corporation's Board of Directors or any successor to such committee.
Corporation : Means Atlantic Capital Bancshares, Inc. and any successor to such corporation or, if there is a Change in Control of Atlantic Capital Bancshares, Inc. or any successor to such corporation as a result of the consummation of a merger or other corporate transaction, the corporation which survives such merger or other corporate transaction.    
Forfeiture Event : Means an event described in Exhibit B as a Forfeiture Event.
Golden Parachute Tax : Means the 20% additional tax under Code § 280G and § 4999 on the payments made to an individual on account of a change in control.
Good Reason : Means any of the following:
(a)    any diminution in the Participant's position, duties or responsibilities, including any diminution in the reporting relationship with respect to who the Participant directly reports to (unless the change is from reporting directly to the CEO to reporting directly to the next most senior executive officer of the Corporation and such officer reports directly to the CEO) or with respect to the officers or offices or business functions which report directly to the Participant; or
(b)    any reduction in the Participant's base salary or annual bonus opportunity other than as part of a pro-rata reduction effected for the CEO and all other senior officers of the Corporation; or

4


(c)    any change in the Participant's primary work site if that site is outside a 25 mile radius from his or her primary work site on the date of the Change in Control unless his or her new primary work site is closer to his or her primary residence; or
(d)    the successor to the Corporation or the Bank fails to expressly adopt this Plan in the transaction documents related to a merger or other corporate transaction which constitutes a Change in Control; provided, however,
no Separation from Service shall be for "Good Reason" unless (e) there shall have been delivered to the Corporation within sixty (60) normal business days of the Corporation a written notice which sets forth the basis for such alleged "Good Reason" in reasonable detail, (f) the Corporation after the delivery of such notice shall have had thirty (30) normal business days of the Corporation to address and cure any act or omission set forth in such notice as the basis for such alleged "Good Reason" and (g) the Corporation fails to cure such act or omission before the end of such thirty (30) day period.
Plan : Means this Atlantic Capital Bancshares, Inc. Change in Control Plan, as amended from time to time in accordance with § 6.
Protection Period : Means the period which begins on the date which is 90 days before and ends on the date which 540 days after a Change in Control.
Release : Means a general release which is the same in all material respects as the form of the release attached as Exhibit A to this Plan except that the time period to consider whether to sign the Release and the time period for revoking a Release which has been signed may be reduced to the extent consistent with the applicable requirements, if any, of the Older Workers Benefit Protection Act.
Separation from Service : Means a termination of employment which constitutes a permissible payment event under § 409A of the Code.
§ 5
Payment of Severance Package
5.1    Cash Severance.
(a)    Separation from Service. If during the Protection Period a Participant has a Separation from Service by reason of a termination of his or her employment without Cause or a resignation for Good Reason, the Corporation shall (subject to § 5.4 and § 5.5) pay the Cash Severance Package in accordance with this § 5.1.
(b)    Timing. The payments described in § 5.1(a) shall (subject to § 5.4 and § 5.5) be made by the Corporation in equal or substantially equal installments on each regular pay day for the

5


Corporation's officers in the 12 month period which starts as of the date the Participant has a Separation from Service.
(c)    Beneficiary. If the Participant dies before the Cash Severance Package has been paid in full, any unpaid part of the Cash Severance Package will continue to be paid to his or her Beneficiary at the same time and in the same amounts as the payments would have been made to the Participant.
5.2    COBRA Severance Package.
(a)    Reimbursement. If during the Protection Period a Participant has a Separation from Service by reason of a termination of his or her employment without Cause or a resignation for Good Reason, the Corporation shall (subject to § 5.4 and § 5.5) make the reimbursements called for under the COBRA Severance Package in accordance with the Corporation's standard expense reimbursement policy for executives; provided, however, for purposes of complying with § 409A of the Code, (1) a claim for reimbursement shall be paid by the Corporation within thirty (30) days following the date that the Corporation receives the properly completed claim for reimbursement if, and only if, the Corporation receives such claim before December 1 of the calendar year immediately following the calendar year in which the COBRA premium is paid by the Participant, (2) in no event will the reimbursement for the COBRA premiums for one calendar affect the reimbursement of COBRA premiums for any other calendar year and (3) in no event will a Participant's right to reimbursement be subject to liquidation or exchange for another benefit.
(b)    Death. The reimbursements called for in this § 5.2 will stop with the reimbursement of the last COBRA premium paid by the Participant before his or her death.
5.3    Outstanding Equity Grants and LTIP Awards.
(a)    Separation from Service. If during the Protection Period a Participant has a Separation from Service by reason of a termination of his or her employment without Cause or a resignation for Good Reason, then (1) the Participant's right to exercise any and all then outstanding stock option, warrant, restricted stock and other equity grants made to the Participant by the Corporation and the Bank shall (subject to § 5.4 and § 5.5) vest 100% at his or her Separation from Service and (2) the Participant's right to receive any then outstanding long term incentive plan awards shall (subject to § 5.4 and § 5.5) vest 100% and shall be paid at "target" in cash when, and if, permissible under § 5.4.
(b)    Death.     If a Participant dies on or after his or her Separation from Service while any stock option, restricted stock and other equity grants described in § 5.3(a) are outstanding, the Participant's vested interest in such grants shall pass to such person or persons as provided in the respective grants. If a Participant dies on or after his or her Separation from Service and before his or her long term

6


incentive plan awards have been paid pursuant to § 5.3, any payment then due pursuant to § 5.3 shall be made to his or her Beneficiary.
5.4    Release.
(a)    Delivery. The Corporation shall have the right to require a Participant to timely sign a Release as a condition to the receipt of any payments or benefits under this Plan. If the Corporation desires to exercise such right, the Corporation shall deliver the Release to the Participant no later than seven (7) days after the date of his or her Separation from Service. If the Corporation fails to deliver the Release to the Participant before the end of such seven (7) day period, the Corporation shall be deemed to have irrevocably waived its right to require a Release.
(b)    Deadlines. The Release shall set forth the number of days which the Participant shall have to consider whether to sign and return the Release and the number of days which the Participant shall have to revoke a Release which he or she has signed. If the Participant fails to sign and return the Release to the Corporation before the end of the period he or she has to consider signing the Release or if the Participant revokes the Release before the end of period he or she has to revoke the Release, the Participant shall forfeit any right to any payments or benefits under this Plan.
(c)    Payments and Benefits. If a Release becomes irrevocable, the payments and benefits called for under this Plan shall be paid or made available no later than the end of the sixty two (62) day period which starts of the date of the Participant's Separation from Service and, to the extent permissible under § 409A of the Code, may be paid or made available before the end of such period. When payments are first to be made under this § 5.4(c) or benefits are first to be made available under this § 5.4(c), any payments or benefits which had been withheld pending the Release becoming irrevocable shall be included as part of the first payment or shall be made available when benefits are first made available.
(d)    Suspension. Any and all action with respect to payments and benefits under this Plan shall be suspended pending a forfeiture under § 5.4(b) or payments being made or benefits being made available under § 5.4(c).
5.5    Forfeiture Event. If a Participant has a Forfeiture Event which harms the Corporation or the Bank in any material respect, the Participant's participation in this Plan will immediately terminate as of the date of such Forfeiture Event, and he or she as of the date of such Forfeiture Event will forfeit any right to any further payments or benefits under this Plan. All payments made and benefits provided under this Plan shall be made or provided subject to the condition that there has been no such Forfeiture Event, a Participant by accepting any payments or benefits under this Plan shall be deemed to represent to the Corporation that there has been no such Forfeiture Event and the Corporation shall have the right to recoup any payments and benefits provided under this Plan after the date of such a Forfeiture Event.

7


5.6.    Golden Parachute Tax. If the Corporation's accounting firm determines that the Cash Severance Package, the COBRA Severance Package, the benefits under § 5.3 and any other payments or benefits will if paid in full trigger the Golden Parachute Tax, the Compensation Committee will reduce the Cash Severance Package, the COBRA Severance Package or the benefits under § 5.3, or some combination of the foregoing, to the extent required to eliminate the tax or, if the Participant would after paying the Golden Parachute Tax be financially better off being paid the full Cash Severance Package, the full COBRA Severance Package and the full benefits under § 5.3, all of the foregoing will be paid in full. Further, if a Participant's Separation from Service coincides with the Change in Control, the Corporation pursuant to § 280G of the Code will undertake all reasonable and proper steps to secure the approval of the Corporation's shareholder for the payment of the full Cash Severance Package, the full COBRA Severance Package and the full benefits under § 5.3 as well as any other payments and benefits then payable to the Participant if such approval would eliminate any Golden Parachute Tax risk for the Participant.    
§ 6.
Amendment or Termination
This Plan may be amended or terminated by action of the Corporation's Board of Directors, provided that at least 75% of the then Participants (rounded up to the next whole number of Participants) consent in writing to the adoption of the amendment or the termination and the Corporation provides certified copy of such consent by each such Participant to all Participants.
§ 7
Miscellaneous
7.1    Disputes. Any legal action based on, arising out of, or relating to this Plan shall be brought in the federal or state courts in or for Fulton County, Georgia. The Corporation and the Bank each consent, and waive any objections, to personal jurisdiction and venue in these courts, and each Participant by virtue of his or her participation in this Plan shall be deemed to consent, and waive any objections, to personal jurisdiction and venue in these courts. If the Participant is the prevailing party in any such action, the Participant shall be entitled to recover from the Corporation or from the Bank his or her reasonable attorneys' fees and all other reasonable costs and expenses incurred by the Participant in connection with such action.
7.2    No Assignment. Neither a Participant nor a Beneficiary shall have the right to assign or otherwise transfer to any person any rights whatsoever which he or she might have under this Plan.

8


7.3    Applicable Law. This Plan shall be construed in accordance with and be governed by the laws of the State of Georgia other than any law which would require the application of the laws of another state or jurisdiction.
7.4    Headings. The headings for the provisions of this Plan are set forth for convenience of reference and shall not be used to affect in any way the meaning or interpretation of any provision of this Plan.
7.5    General and Unsecured Creditor Status. The status of a Participant's claim against the Corporation for a benefit under this Plan shall be the same as the status of a claim by a general and unsecured creditor of the Corporation, and any benefits payable under this Plan shall be paid solely from the Corporation's general assets.
7.6    Tax Withholding. The Corporation shall have the right to make such tax withholding from the benefits paid under this Plan as required under applicable law.

ATLANTIC CAPITAL BANCSHARES, INC.
BY: /s/ Douglas L. Williams ______________
TITLE: Chief Executive Officer ___________
DATE: July 10, 2014 ____________________



9



EXHIBIT A
GENERAL RELEASE
I, ________________________, as an express condition of receiving the Cash Severance Package and other valuable benefits under the Change in Control Plan (the “CIC Plan”) of Atlantic Capital Bancshares, Inc. (the “Corporation”), hereby freely and voluntarily enter into this General Release. Unless otherwise indicated below, all capitalized terms in this General Release shall have the meanings set forth in the CIC Plan.
1.      I understand that any payments or benefits paid or granted to me under the CIC Plan, including the Cash Severance Package, constitute consideration for signing and not revoking this General Release and are not salary, wages, benefits, or other consideration to which I was otherwise entitled. I understand and agree that I will not receive any of these payments or benefits, including the Cash Severance Package, unless I sign this General Release and do not revoke it within the time periods stated below.
2.      I knowingly and voluntarily, on behalf of myself and my spouse, heirs, executors, administrators, and assigns (collectively with me the “Releasors”), release and forever discharge the Corporation, all of its subsidiaries and affiliates, including Atlantic Capital Bank (the “Bank”), and all of their respective current and former officers, directors, members, employees, insurers, representatives, agents, and assigns (collectively with the Corporation and the Bank the “Released Parties”) from any and all claims, suits, controversies, actions, causes of action, cross-claims, counter-claims, demands, debts, compensatory damages, liquidated damages, punitive or exemplary damages, other damages, claims for costs and attorneys’ fees, or liabilities of any kind or nature whatsoever, whether in law and in equity, whether KNOWN OR UNKNOWN, suspected or unsuspected, from the beginning of time through the effective date of this General Release, which I or any of the other Releasors have or may have against the Corporation or the Bank or any of the other Released Parties, including arising out of, based on, or in connection with my employment with the Corporation or the Bank or the termination of such employment, including any allegation, claim or violation arising under: Title VII of the Civil Rights Act of 1964, as amended (“Title VII”); the Civil Rights Act of 1991, as amended (the “1991 Act”); the Age Discrimination in Employment Act of 1967, as amended (including the Older Workers Benefit Protection Act) (the “ADEA”); the Equal Pay Act of 1963, as amended (the “EPA”); the Americans with Disabilities Act of 1990, as amended (the “ADA”); the Family and Medical Leave Act of 1993 (the “FMLA”); the Worker Adjustment Retraining and Notification Act; the Employee Retirement Income Security Act of 1974; any applicable Executive Order Programs; the Fair Labor Standards Act; or their state or local counterparts; or under any other federal, state or local civil or human rights law, or under any other local, state, or federal law, regulation or ordinance; or under any public policy, contract or tort, or under common law; or arising under any policies, practices or procedures of the Corporation or the Bank, or any claim for wrongful discharge, breach of contract, infliction of emotional distress, defamation; or any claim for costs, fees, or other expenses, including attorneys’ fees incurred in these matters (collectively the “Claims” and individually a “Claim”).

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3.      I represent and warrant that I have not sold, assigned, or otherwise transferred any of the Claims to any other person or entity.
4.      I understand and acknowledge that this General Release does not waive or release any rights or claims that I may have under the ADEA that arise after the date I sign this General Release.
5.      I further understand and acknowledge that I am not waiving any right that cannot be waived under applicable law, including the right to file a charge, complaint, or claim with, or to participate in any investigation or proceeding by, any governmental agency, including the Equal Employment Opportunity Commission; provided, however , that I disclaim any right to share or participate in any monetary award or other individual relief resulting from any such charge, complaint, claim, investigation, or proceeding.
6.      In signing this General Release, I acknowledge and intend that it shall be effective as a bar to each and every one of the Claims. I expressly consent that this General Release shall be given full force and effect according to each and all of its express terms and provisions, including those relating to unknown and unsuspected Claims (notwithstanding any state statute that expressly limits the effectiveness of a general release of unknown, unsuspected and unanticipated Claims), if any, as well as those relating to any other Claims. I acknowledge and agree that this waiver is an essential and material term of this General Release and that without such waiver the Corporation would not have agreed to provide the Cash Severance Package or other benefits under the CIC Plan. I further agree that in the event I bring a Claim against the Company or any of the other Released Parties, or in the event I seek to recover against the Company or any of the other Released Parties for any Claim brought by a governmental agency on my behalf, this General Release shall serve as a complete defense to such Claims to the maximum extent permitted by applicable law. I further represent and warrant that I am not aware of any pending legal action or administrative proceeding in which any of the Claims have been alleged or threatened.
7.      I agree that neither this General Release nor the availability of the Cash Severance Package or other benefits under the CIC Plan shall be deemed or construed at any time to be an admission by the Corporation or the Bank or any of the other Released Parties of any unlawful or improper conduct or wrongdoing of any kind or nature whatsoever.
8.      Notwithstanding anything in this General Release to the contrary, this General Release shall not relinquish, diminish, or in any way affect any rights or claims arising out of any breach by the Corporation of the CIC Plan after the effective date of this General Release.
9.      Whenever possible, each provision of this General Release shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this General Release is held to be invalid, illegal or unenforceable in any respect under any applicable law or rule in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other provision or any other jurisdiction, but this General Release shall be reformed, construed and enforced in such jurisdiction as if such invalid, illegal or unenforceable provision had never been contained herein.
10.      This General Release shall be governed by the laws of the State of Georgia except to the extent that its choice of laws rules would call for the application of the laws of another state.

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BY SIGNING THIS GENERAL RELEASE, I REPRESENT, ACKNOWLEDGE, AND AGREE THAT:
(a)      I HAVE READ IT CAREFULLY;
(b)      I UNDERSTAND ALL OF ITS TERMS AND KNOW THAT I AM GIVING UP IMPORTANT RIGHTS, INCLUDING BUT NOT LIMITED TO, RIGHTS UNDER TITLE VII, THE 1991 ACT, THE ADEA, THE ADA, AND THE FMLA;
(c)      I HAVE BEEN OR AM HEREBY ADVISED TO CONSULT WITH AN ATTORNEY BEFORE SIGNING IT AND I HAVE DONE SO OR, AFTER CAREFUL READING AND CONSIDERATION, HAVE CHOSEN NOT TO DO SO OF MY OWN VOLITION;
(d)      I HAVE BEEN GIVEN AT LEAST 45 DAYS FROM MY RECEIPT OF THIS GENERAL RELEASE TO CONSIDER IT BUT I AM FREE TO ELECT TO SIGN IT SOONER;
(e)      ANY CHANGES TO THIS GENERAL RELEASE SINCE I INITIALLY RECEIVED IT ARE NOT MATERIAL OR WERE MADE AT MY REQUEST AND WILL THEREFORE NOT RESTART THE REQUIRED 45 DAY CONSIDERATION PERIOD;
(f)      I HAVE 7 DAYS AFTER I SIGN THIS GENERAL RELEASE TO REVOKE IT IN WRITING (HAND DELIVERED, FAXED, OR POSTMARKED TO _________________), AND THIS GENERAL RELEASE SHALL NOT BECOME EFFECTIVE OR ENFORCEABLE UNTIL THE REVOCATION PERIOD HAS EXPIRED WITHOUT ME REVOKING IT;
(g)      I HAVE SIGNED THIS GENERAL RELEASE KNOWINGLY AND VOLUNTARILY; AND
(h)      THE PROVISIONS OF THIS GENERAL RELEASE MAY NOT BE AMENDED, WAIVED, CHANGED, OR MODIFIED EXCEPT IN WRITING SIGNED BY AN AUTHORIZED REPRESENTATIVE OF THE CORPORATION AND ME.

DATE:                       


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EXHIBIT 31.1

CERTIFICATION PURSUANT TO RULE 13a-14(a) OR 15d-14(a) OF THE EXCHANGE ACT,
AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Douglas L. Williams, certify that:
 
1.
I have reviewed this quarterly report on Form 10-Q of Atlantic Capital Bancshares, Inc.;
2.
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f) for the registrant and have:
a)
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b)
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c)
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d)
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and




5.
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a)
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b)
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: August 8, 2017

 
 
 
 
/s/ Douglas L. Williams
 
Douglas L. Williams
 
Chief Executive Officer





EXHIBIT 31.2

CERTIFICATION PURSUANT TO RULE 13a-14(a) OR 15d-14(a) OF THE EXCHANGE ACT,
AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Patrick T. Oakes, certify that:
 
1.
I have reviewed this quarterly report on Form 10-Q of Atlantic Capital Bancshares, Inc.;
2.
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f) for the registrant and have:
a)
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b)
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c)
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d)
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and




5.
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a)
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b)
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: August 8, 2017

 
 
 
 
/s/ Patrick T. Oakes
 
Patrick T. Oakes
 
Executive Vice President, Chief Financial Officer, and Secretary





EXHIBIT 32.1


CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

I, Douglas L. Williams, Chief Executive Officer of Atlantic Capital Bancshares, Inc. (the “Company”), certify pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350, that, to my knowledge:

 
 
(1)
the Quarterly Report on Form 10-Q of the Company for the fiscal quarter ended June 30, 2017 (the “Report”), as filed with the Securities and Exchange Commission, fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

 
 
(2)
the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company on the dates and for the periods presented therein.


 
 
 
 
 
August 8, 2017
/s/ Douglas L. Williams
 
 
    Douglas L. Williams
 
 
    Chief Executive Officer
 
 
 
 
 
 


EXHIBIT 32.2


CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

I, Patrick T. Oakes, Chief Financial Officer of Atlantic Capital Bancshares, Inc. (the “Company”), certify pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350, that, to my knowledge:

 
 
(1)
the Quarterly Report on Form 10-Q of the Company for the fiscal quarter ended June 30, 2017 (the “Report”), as filed with the Securities and Exchange Commission, fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

 
 
(2)
the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company on the dates and for the periods presented therein.


 
 
 
 
 
August 8, 2017
/s/ Patrick T. Oakes
 
 
    Patrick T. Oakes
 
 
Executive Vice President, Chief Financial Officer, and Secretary