CenterState Bank 8K Entry into a Material Definitive Agreement | CSFL 30 Jul 13

KBW 2013

Community Bank

Conference

July 30, 2013

Exhibit 99.2

This presentation contains forward-looking statements, as defined by Federal

Securities

Laws,

relating

present

future

trends

factors

affecting

the

operations, markets and products of CenterState Banks, Inc. (CSFL). These

statements

are

provided

assist

the

understanding

future

financial

performance. Any such statements are based on current expectations and involve

number

risks

and

uncertainties.

For

discussion

factors

that

may

cause

such forward-looking statements to differ materially from actual results, please

refer to CSFL’s most recent Form 10-Q and Form 10-K filed with the Securities

Exchange Commission.

CSFL

undertakes

obligation

release

revisions

these

forward-looking

statements or reflect events or circumstances after the date of this presentation.

Forward Looking Statement

Company Overview

Correspondent Banking Market

Data as of 6/30/13

•

Headquartered in Davenport, FL

$2.4 billion in assets

$1.4 billion in loans

$2.0 billion in deposits

•

Company formed: June 2000

1 Subsidiary Bank

Corporate Overview

Ocala National Bank

Olde Cypress Community Bank

Independent National Bank of Ocala

Community National Bank of Bartow

Central Florida State Bank

First Guaranty Bank & Trust Co.

Federal Trust Acquisition from

The Hartford Insurance Company

TD Bank divesture in Putnam

Opportunistic through the Crisis

Non –

FDIC Acquisitions

New Fee-Based Business Lines

Strategic Expansion & Management Lift-Outs

Correspondent Banking Division

Prepaid Card Division

Wealth Management Division

Trust Department

Vero Beach

Okeechobee

Jacksonville

CSFL Advantages

CSFL is one of only five

major exchange traded

banks headquartered in FL

with assets between $1

billion and $10 billion

Proven experience through

8 successful acquisitions in

the past 3 years

Disproportionate number of

sellers versus very few

buyers

The number of small,

distressed Florida

institutions remains high

CSFL –

Best Positioned Florida Consolidator

Source: SNL Financial

Data as of MRQ available

Quarter

Financial

Summary

Source:

Florida

Realtors

Monthly

Market

Detail

(May

31,

2013)

–

Single

Family

Homes

2009

2010

2011

2012

2009

2010

2011

2012

24,000

22,000

20,000

18,000

16,000

14,000

12,000

10,000

8,000

$180K

$170K

$160K

$150K

$140K

$130K

$120K

$110K

220,000

200,000

180,000

160,000

140,000

120,000

100,000

80,000

Florida Real Estate –

Single Family Homes

Non-Covered Loan Growth

Loan Production by Quarter

•

Current Qtr annualized 14.7%

•

YTD annualized 6.9%

•

Avg yld funded loans 4.13%

•

41% CRE

•

31% Resi

•

10% C&I

•

18% all other

•

Loan pipeline:

Current: $150M

End of 1Q13: $175M

End of 4Q12: $110M

Current Quarter Production Statistics

2 Quarter Summary of Financial Results

2Q 2013

1Q 2013

EPS

$0.09

$0.15

•

Higher loan loss provision

$1,374 vs. ($360)

•

Higher IA amortization

•

Lower bond sales

•

Loan growth

•

Resilient NIM

•

4.59% vs. 4.64%

(4.38%) vs. (4.27%)

•

Covered loan performance

•

Potential future ALLL release

•

Valuable core deposit franchise

•

Credit metrics continue to improve

Current Qtr take-aways

Acquisition of

Gulfstream

Bancshares, Inc.

July 30, 2013

Strategic

Rationale

•

Strong double-digit % EPS accretion

•

Accelerates profitability metrics

•

Earn back of TBV dilution within 3.5 to 4 years

•

>20% IRR

Attractive

Financial

Returns

•

CSFL

experienced

Florida

acquirer

–

9th

deal

since

2009

•

Thorough

due

diligence

(80%

the

loan

portfolio

and

100%

the

OREO)

•

Gulfstream team to remain intact with employment agreements

•

Strong pro forma capital ratios post closing

Low Risk

Profile

Transaction Rationale

Gulfstream is one of Florida’s highest performing banks

Complements our growing presence along Florida’s Treasure Coast

A business bank with lending specialties to medical groups and

operating companies

(1)

Based on CSFL 20 day closing VWAP of $9.38 ended July 26, 2013

(2)

Based on 1.722 million Gulfstream common shares outstanding

(3)

Includes economic value of option roll of $3.0 million

Transaction Terms

Transaction:

CenterState Banks acquisition of Gulfstream Bancshares

Consideration Mix:

65% stock / 35% cash

Consideration Per Share:

3.012 shares of CSFL stock and $14.65 cash

Implied Deal Value Per Share

(1)

$42.90

with price protection

Aggregate Deal Value

(1)(2)(3)

$76.8 million

Gulfstream Pro Forma Ownership

(1)

15.5%

Preferred Equity:

$7.5 million of SBLF redeemed at par value at close

Capital Raise:

No additional capital required to complete transaction

Board Seats:

Two Gulfstream Board members will join the Board of

CenterState Banks, Inc. and its bank subsidiary

Management

Top 5 employees have signed non-compete agreements

Required Approvals:

Customary regulatory approval and approval of

Gulfstream shareholders

Expected closing:

Early Q1 2014

Logical Extension of Existing Treasure Coast Presence

(1) Financial data as of 6-30-13

Gulfstream Bank Highlights

Founded –

1999

Total Assets –

$572 million

Gross Loans –

$368 million

Total Deposits –

$486 million

Earnings

Predictable core earnings

12 year average efficiency ratio of 52%

ROAA of 0.73% in 2012

Branches –

Headquarters in Stuart, FL

Branches in Port St. Lucie, Jupiter & Delray Beach

Employees –

Stable leadership that has worked together locally beginning at Barnett Banks

Top 5 market leaders have 20 to 36 years each of in-market banking experience

Top 5 market leaders have signed non-compete agreements

Niche Business Banking Focus

Professional Practices

Operating Companies

Home Owners Associations

Affluent Investors

Data as of June 30, 2013

Source: Management and SNL

Pro Forma Loan Composition

CSFL Loan Composition

Gulfstream Loan Composition

Pro Forma Loan Composition

(1)

Excludes purchase accounting adjustments

Data as of June 30, 2013

Source:

CSFL

Earnings

Release

dated

July

22,

2013

and

Gulfstream

management

MRQ CSFL Yield on Non-

Covered Loans: 4.86%

MRQ Gulfstream Yield on

Loans: 5.09%

33% of loans to medical and

other professional practices

Pro Forma Deposit Composition

CSFL Deposit Composition

Gulfstream Deposit Composition

Pro Forma Deposit Composition

(1)

Excludes purchase accounting adjustments

Data as of June 30, 2013

Source:

CSFL

Earnings

Release

dated

July

22,

2013

and

Gulfstream

management

MRQ CSFL Cost of Total

Deposits: 0.27%

MRQ Gulfstream Cost of

Deposits: 0.37%

27% of deposits are from

Associations

36% of deposited items are

deposited by Remote Deposit

Capture

Extraordinary Florida Markets

Palm

Beach

County

and

Martin

County

rank

7*and

9*,

respectively, in household wealth among Florida counties.

Fitch Ratings described Palm Beach County as one of the

nation's wealthiest counties, with per capita personal

income levels nearly 50% higher than state and national

averages.

With a population growth of 45%, St. Lucie County was the

fifth fastest growing county in Florida from 2000 to 2011.

Palm Beach International Airport (PBIA), centrally located

in West Palm Beach and easily accessible from I-95, is one

of the largest medium-hub airports in the United States. On

average, about 6 million people a year pass through PBIA.

The Port of Palm Beach is the fourth-busiest container port

of Florida’s 14 deepwater ports, and is the 18th-busiest

container port in the United States. In fiscal year 2010, the

port moved over 213,000 20-foot container units.

High Quality Employment Base

Sample of Top Employers in

Gulfstream Markets:

High Quality Employment Base

Sample of Top Employers in

Gulfstream Markets:

Financial Impact (1)(2)(3)

COST SAVINGS OF 22%, $2.6 MILLION

75% realized in 2014

100% realized in 2015

ONE-TIME MERGER RELATED EXPENSES

$5.3 million (After-tax)

NO REVENUE SYNERGIES MODELED

CDI -

1.00%, amortized over 10 years 150% DDB

SBLF REDEEMED AT PAR AT CLOSING

GROSS CREDIT MARK 5%, $18.6 MILLION

STRONG DOUBLE-DIGIT EPS ACCRETION

2014

Core

EPS

accretion

High

teens

2015

and

thereafter

EPS

accretion

Low

teens

TBV DILUTION % -

mid-single digits at close

TBV EARNBACK -

3.5 to 4 years

IRR

>20%

TCE ratio -

8.7%

Leverage ratio -

9.5%

Total risk-based ratio -

16.4%

Price to 2013 Estimated Earnings -

16x

Price to TBV Per Share

143%

(1)

Based on CSFL 20 day closing VWAP of $9.38 ended July 26, 2013

(2)

Based on 1.722 million Gulfstream common shares outstanding

(3)

Includes economic value of option roll of $3.0 million

Modeling Assumptions

Valuation Multiples

Pro Forma Capital Ratios at Close

Due Diligence Summary

CenterState’s diligence team has completed

due diligence assignments on 27 banks

since 2008. All acquired banks are

outperforming their initial marks.

460 loan files were reviewed representing

80% of the portfolio balance and 100% of

nonperforming loans balance

100%

of OREO was physically inspected

NPA’s*/Total Assets –

1.5%

GROSS CREDIT MARK 5%, $18.6M

3.7X coverage of NPL’s excluding restructured loans

1.1X coverage of NPL’s including restructured loans

$3.7M of OREO

Carried at 83% of current appraisal

Carried at 47% of UPB

*NPAs excluding restructured loans as of June 30, 2013

Diligence Highlights

Credit Marks

Attractive Position in Desirable Markets

(1)

Market consists of deposits in counties in which either CenterState or Gulfstream have an office;

excludes banks with total assets greater than $10 billion; FDIC branch data as of June 30, 2012

(2)

Top-tier

consolidated

regulatory

data

March

31,

2013;

excludes

banks

with

total

assets

greater than $10 billion and Miami-Dade County-based banks

(3)

Includes acquisition of Great Florida Bank

Source: SNL Financial LC

Dominant

Position

Our

Markets

(1)

#2 Deposit Market Share in Florida

(Excluding Miami-Dade Headquartered Banks)(2)

Number

Total

of FL

Deposits

Rank

Company

City

Offices

($MMs)

Bond Street Holdings, Inc.

(3)

Weston

3,276

CSFL -

Gulfstream Pro Forma

Davenport

2,478

USAmeriBancorp, Inc.

Clearwater

2,177

Capital City Bank Group, Inc.

Tallahassee

2,119

CenterState Banks, Inc.

Davenport

2,014

Seacoast Banking Corp. of FL

Stuart

1,762

Villages Bancorporation, Inc.

The Villages

1,335

1st United Bancorp, Inc.

Boca Raton

1,300

Tampa Bay Banking Company

Tampa

1,121

Crews Banking Corporation

Wauchula

1,056

CNLBancshares, Inc.

Orlando

1,017

Gulfstream Bancshares, Inc.

Stuart

465

Florida Community Bank Total

570

49,176

Number

Total

of FL

Deposits

Rank

Company

City

Offices

($MMs)

CSFL -

Gulfstream Pro Forma

Davenport

2,508

CenterState Banks, Inc.

Davenport

2,057

Villages Bancorporation, Inc.

The Villages

1,252

Tampa Bay Banking Company

Tampa

1,039

Old Florida Bancshares Inc.

Orlando

974

Seacoast Banking Corp. of FL

Stuart

749

USAmeriBancorp Inc.

Clearwater

606

Jacksonville Bancorp Inc.

Jacksonville

522

CNLBancshares, Inc.

Orlando

510

Bond Street Holdings, Inc.

(3)

Weston

507

TrustCo Bank Corp NY

Glenville, NY

488

Gulfstream Bancshares Inc.

Stuart

451

CSFL -

Gulfstream Market Total

518

22,452

Concluding Thoughts

Complements our existing Treasure Coast franchise and

provides entry into Palm Beach County with growth potential

Strategically and financially attractive combination with

significant EPS accretion and accelerated profitability metrics

Integration experience and existing local team in the market

assures low execution risk

Creates a $3 Billion asset Florida-based community bank with

significant scarcity value

Investor Contacts

Ernie Pinner

Chairman & Chief Executive Officer

John Corbett

Executive Vice President /

Bank -

President & Chief Executive Officer

Jim Antal

Senior Vice President & Chief Financial Officer

Steve Young

Treasurer /

Bank -

Chief Operating Officer

Holding

Company

Headquarters

Davenport,

–

(863)

419-7775

Bank

Headquarters

Winter

Haven,

–

(863)

294-6383

Appendix

Net Income

1. Pre-tax pre-provision income (“PTPP”) is a non-GAAP measure that is defined as income (loss) before income tax excluding

provision for loan losses, gain on sale of available for sale securities, income from FDIC loan pool impairment, OREO indemnification

income

from

FDIC,

other

credit

costs

including

losses

repossessed

real

estate

and

other

assets,

other

foreclosure

expenses., and non-recurring items.

Profitability Metrics –

6 Years

Pre-Tax Pre-Provision Income¹

Profitability Metrics –

5 Quarters

1. Pre-tax pre-provision income (“PTPP”) is a non-GAAP measure that is defined as income (loss) before income tax excluding

provision for loan losses, gain on sale of available for sale securities, income from FDIC loan pool impairment, OREO indemnification

income

from

FDIC,

other

credit

costs

including

losses

repossessed

real

estate

and

other

assets,

other

foreclosure

expenses., and non-recurring items.

Pre-Tax Pre-Provision Income¹

& Net Income

Net Interest Margin FTE

* Excluding accelerated accretion related to ASC 310-10 loans and other adjustments

Efficiency Ratio

Operating Efficiencies

Efficiency

Ratio

defined

follows:

[non-interest

expense

–

intangible

amortization

–

credit

expenses

–

merger

expenses

–

other

nonrecurring

expense]

[net

interest

income

(fully

tax

equivalent)

non-interest

income

–

gain

sale

AFS

securities

–

FDIC

indemnification

revenue

–

nonrecurring

income]

**Efficiency

Ratio,

excluding

Correspondent

Banking

defined

follows:

[non-interest

expense

–

Correspondent

Banking

non-

interest

expense

–

intangible

amortization

–

credit

expenses

–

merger

expenses

–

other

nonrecurring

expense]

[net

interest

income

(fully

tax

equivalent)

–

Correspondent

Banking

net

interest

income

non-interest

income

–

Correspondent

Banking

non-interest

income

–

gain

sale

AFS

securities

–

FDIC

indemnification

revenue

–

nonrecurring

income]

Total Loans by Type

Total Loans Detail

Loan Type

No. of

Loans

Balance

Avg Loan

Balance

Residential Real

Estate

4,191

$ 438 MM

$104,500

CRE-Owner

Occupied

733

$ 266 MM

$362,900

CRE-Non Owner

Occupied

511

$ 239 MM

$467,700

Construction,

A&D, & Land

447

$ 61 MM

$136,500

Commercial &

Industrial

1,242

$ 124 MM

$99,800

Consumer & All

Other

2,863

$ 51 MM

$17,800

Total

9,987

$ 1,179 MM

$118,100

Total

Loan

Portfolio

June

30,

2013

Excluding FDIC covered assets

Non-Covered Loans

Non-Covered Loans -

Average Yields, FTE

Non-Covered Loans –

Average Balances

New Loan Production

New Loan Production –

Average Yields

^ Adjusted for non-accrual loan upgrades

^^ Adjusted for accelerated accretion related to noncovered ASC 310-10 loans

Covered Loans –

Average Yields*

Covered Loans –

Average Balances*

Covered Loans

* Adjusted for measurement period adjustment.

** Excluding accelerated accretion related to ASC 310-10 loans

FDIC

Indemnification

Asset

June

30,

2013

$30M

FDIC

Reimbursement

Write-Off

$38M

Collect from Borrower

(or sale of OREO)

$59M

Expected reimbursements from FDIC for 80% of expected losses

$30M

Previously expected reimbursements for previously expected losses no longer expected

$89M

Total indemnification assets

Written off over the lesser of the remaining expected life of the related loan pool(s) or the

remaining term of the related loss share agreement(s).

Indemnification Asset (“IA”) amortization and its relationship

with FDIC covered loan interest income accretion

Interest Income and Amortization Expense

Yields on Covered Loans and Indemnification Asset

8 Quarter Average =

4.70%

Credit Trends Improving

NPAs / Loans & OREO (%)

NPA Inflows Slowing Down

Source: SNL Financial

Nonperforming assets include loans 90 days or more past due, nonaccrual loans, and OREO/ORA; and exclude FDIC covered assets

Southeastern peers include ABCB, PNFP, RNST, SCBT, UBSH and UCBI.

Florida peers include all banks headquartered in Florida with total assets between $500 million and $5 billion.

ALLL –

Non-Covered Loans

FAS 5 Component

Total ALLL –

Non-Covered Loans

Loan Balance

ALLL

Loans (Fas 5)

$1,140,066

$21,200

1.86%

Impaired Loans (Fas 114)

38,693

600

1.55%

Total Non-Covered Loans

$1,178,759

$21,800

1.85%

ALLL as a % of NPLs=

88%

Total Deposits by Type

Total Deposits Detail

Total

Deposit

Portfolio

June

30,

2013

Deposit Type

No. of

Deposits

Balance

Avg Deposit

Balance

Demand

Deposits

36,817

$ 556 MM

$15,100

Now Accounts

49,732

$ 457 MM

$9,200

Savings

Deposits

17,965

$ 241 MM

$13,400

Money Market

3,178

$ 313 MM

$98,500

Certificates of

Deposits

12,093

$ 410 MM

$33,900

Total

119,785

$ 1,977 MM

$16,500

Total Risk-Based, Tier 1 Leverage & Tangible Common Equity Ratios

Two successful capital raises in 2009 and 2010 totaling $114 million

First publicly traded bank in Florida to successfully complete a capital raise during financial crisis in 2009

Over

“Blue

Chip”

active

institutional

investors

–

Average

daily

volume

(3m)

approximates

74,000

Institutions committed to capitalize additional FDIC accretive transactions

Capital

Favorable Valuation Compared with Recent Transactions

Bank and thrift M&A transactions with disclosed Price / TBV per share greater than 100% and deal

values between $50 million and $500 million announced since January 1, 2011; excludes targets

with NPAs / Assets > 4.00%

Source: SNL Financial LC

Price to Tangible Book Value –

M&A Transactions Announced Since January 1, 2011

CenterState Bank (CSFL) 8-KEntry into a Material Definitive Agreement