![]() Acquisition of First Southern Bancorp, Inc. January 29, 2014 Exhibit 99.2 |
![]() 2 Disclosure Statement This presentation contains forward-looking statements, as defined by Federal Securities Laws, relating to present or future trends or factors affecting the operations, markets and products of CenterState Banks, Inc. (CSFL). These statements are provided to assist in the understanding of future financial performance. Any such statements are based on current expectations and involve a number of risks and uncertainties. For a discussion of 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 no obligation to release revisions to these forward- looking statements or reflect events or circumstances after the date of this presentation. |
![]() 3 Transaction Rationale Strategic Rationale • Leverages CenterState’s current in-market leadership and infrastructure • Moves CenterState to the #2 Florida-based bank by deposit market share in the Orlando MSA • Natural extension of Gulfstream acquisition along Florida’s East coast • Attractive high-growth and wealthy markets • Immediate tangible book value accretion • Significant EPS accretion • High teens internal rate of return • Accelerates profitability/efficiency metrics • Strong pro forma capital ratios Low Risk Profile • Predominantly in-market transaction with current market leadership in place • Thorough due diligence (82% of loans and 100% of OREO) • First Southern’s loss share agreements transfer • CenterState is an experienced acquiror with an experienced credit review team Attractive Financial Returns |
![]() 4 Overview of Pro Forma Franchise (1) Based on financial data as of December 31, 2013 excluding purchase accounting adjustments; previously announced branch closings are excluded (2) Based on financial data as of November 30, 2013 Source: CSFL Management, FSOF Management Offices: 69 Assets: $4.0 billion Deposits: $3.4 billion Loans: $2.5 billion Branch overlap consolidation • Merging 6 branches • Closing 4 branches • Represents 12% of FSOF DDA (2) Significant Orlando and Jacksonville MSA market share South Florida extension Pro Forma Highlights (1) CSFL Branches CSFL & FSOF Branches FSOF Branches |
![]() ![]() ![]() 5 Strengthens Presence in Key Markets Florida June '13 Total Market Deposits Share Rank Institutions ($mm) (%) 1 EverBank Financial 13,743 3.19 2 BankUnited Inc. 8,754 2.03 3 Bond Street Holdings Inc. 3,594 0.83 Pro Forma 3,328 0.77 4 Ocean Bankshares Inc. 2,956 0.69 5 CenterState Banks 2,464 0.57 6 Capital City Bank Group Inc. 1,757 0.41 7 Seacoast Banking Corp. of FL 1,741 0.40 8 Capital Bank Finl Corp 1,680 0.39 9 1st United Bancorp Inc. 1,485 0.34 10 Stonegate Bank 1,404 0.33 21 First Southern Bancorp Inc. 864 0.20 Totals 431,204 100.00 Orlando MSA June '13 Total Market Deposits Share Rank Institutions ($mm) (%) 1 Old Florida Bancshares Inc. 1,071 2.83 Pro Forma 595 1.57 2 Three Shores Bancorp. Inc. 497 1.31 3 Villages Bancorp. Inc. 475 1.25 4 CNLBancshares Inc. 464 1.22 5 CenterState Banks 339 0.89 6 UniSouth Inc. 326 0.86 7 HomeBancorp Inc. 321 0.85 8 BANKshares Inc. 294 0.78 9 First Southern Bancorp Inc. 257 0.68 10 Citizens Bancorp of Oviedo Inc 202 0.53 Totals 37,888 100.00 Note: Includes banks headquartered in Florida Deposit Data as of June 30, 2013 Source: SNL Financial LLC 4 th largest Florida-based bank 2 nd largest Florida-based bank |
![]() 6 Summary of Transaction Terms Acquiror: CenterState Banks, Inc. (NASDAQ: CSFL) Target: First Southern Bancorp, Inc. (OTCQB: FSOF) Transaction Value (1) : $189.5 million Consideration Mix (1) (2) : 50% Stock / 50% Cash Consideration Per Share (1) (2) : $6.00 Per Share Consideration: 0.3 shares of CSFL stock and $3.00 cash Price / Tangible Book Value (%) (1) (2) (3) : 96.2% Capital Raise: No additional capital required to complete the transaction Board Seats: None committed Required Approvals: Customary regulatory approval and approval of CSFL and FSOF shareholders Expected Closing: Q3 2014 Note: Financial data as of December 31, 2013 (1) Based on CSFL’s closing price of $10.00 ended January 29, 2014 (2) Based on 31.6 million FSOF fully diluted shares outstanding and full conversion of preferred shares (3) Assumes reversal of deferred tax asset |
![]() 7 Immediately Accretive to Tangible Book Value (1.4% Accretive) Low Double-Digit EPS Accretion Fully Phased-In (2015: 10.3% Accretive) High Teens Internal Rate of Return (19.5%) Strong Pro Forma Capital Ratios Transaction Impact Financial Impact Capital Ratios (1) Per CSFL Management (pro forma for Gulfstream merger) Pro Forma (1) Pro Forma at Close TCE / TA 8.7% 8.5% Tier 1 Leverage 9.5% 9.2% Total Risk-Based Ratio 16.4% 14.8% |
![]() 8 Transaction Assumptions Cost Savings: • 46% cost savings fully phased-in • $16.0 million in pre-tax savings in 2015 Merger Related Expenses (1) : • $4.6 million after-tax Credit mark (2) : • Gross credit mark to loans of $28.9 million (3) • 10.2% mark on covered loans • 2.5% mark on non-covered loans • Gross credit mark to OREO of $8.1 million • 25% mark to OREO Revenue Synergies: • None assumed Core Deposit Intangible: • 1.25% of transaction accounts amortized at 150% declining balance over 10 years First Southern Preferred Equity: • Assumes conversion of First Southern’s preferred equity into common stock prior to closing (1) CSFL’s merger related expenses assumed to be $4.6 million; total after-tax merger related expenses assumed to be $11.9 million (2) Based on financial data at November 30, 2013 (3) Gross credit mark on book balance |
![]() ![]() 9 Cost Savings Assumptions Source: CSFL Management, FSOF Management Cost Cost 2013 Savings Savings ($mm) (%) ($mm) Salaries & Benefits $16.2 51% $8.2 Occupancy 4.1 66% 2.7 Professional & Legal 2.2 77% 1.7 Data Processing 2.1 48% 1.0 Credit 4.5 11% 0.5 Other 5.6 34% 1.9 Total Expenses $34.7 46% $16.0 |
![]() 10 Comprehensive review process for First Southern’s loans and OREO portfolios • Credit team reviewed 82% of the dollar balance of First Southern’s loan portfolio • Completed due diligence on 28 banks since 2008 – all acquired banks are outperforming their initial marks 29% of First Southern’s portfolio is covered by loss share agreements and has already been marked • First Commercial purchased in January 2011 with day 1 mark of 32% Haven Trust purchased in September 2010 with day 1 mark of 24% • CSFL is marking covered loans 10.2% ($19.3 million) and legacy loans 2.5% ($9.7 million) Diligence Highlights Credit Due Diligence Note: Financial data as of November 30, 2013 Source: CSFL Management, FSOF Management 13.8% 10.6% 9.3% 8.0% 5.2% 2.8% 1.1% 1.0% 0.4% 0.0% 5.0% 10.0% 15.0% Q4'11 Q1'12 Q2'12 Q3'12 Q4'12 Q1'13 Q2'13 Q3'13 Q4'13 Non-Covered Portfolio: NPAs / Loans + OREO |
![]() 11 Concluding Thoughts Complements our existing franchise and leadership teams Financially beneficial to our shareholders with minimal risk Immediately accretive to tangible book value and operating earnings per share Significant Orlando MSA presence with natural South Florida extension Creates a $4 billion asset Florida-based community bank |
![]() Appendix |
![]() 13 First Southern Bancorp, Inc. Highlights Note: Data as of December 31, 2013; capital ratios assume conversion of preferred shares Source: FSOF Management and SNL Financial LLC Founded – 1987 Significant Excess Capital • 16.2% TCE / TA FDIC Acquisitions • Haven Trust Bank Florida • September 2010 • $115 million of loans • Loss Share Tranches: 70% - 0% - 70% • First Commercial Bank of Florida • January 2011 • $467 million of loans • Loss Share Tranches: 70% - 30% - 75% Branches – 17 Company Highlights Total Assets - $1,093 million Gross Loans - $635 million Total Deposits - $883 million Financial Highlights • West Palm Beach – Fort Lauderdale MSA • Orlando MSA • Jacksonville MSA • Headquarters in Boca Raton, FL • Branches in: |
![]() 14 Pro Forma Loan Composition (1) Pro forma for Gulfstream acquisition excluding purchase accounting adjustments (2) Excludes purchase accounting adjustments Source: CSFL Management, FSOF Management CSFL Loan Composition FSOF Loan Composition Pro Forma Loan Composition MRQ CSFL Yield on Loans: 5.79% MRQ FSOF Yield on Loans: 5.41% Dollars in thousands For the period ended December 31, 2013 Pro Forma CSFL (1) FSOF Pro Forma (2) Real Estate - Residential $613,500 33.2 % $77,826 12.2 % $691,326 27.8 % Real Estate - Commercial 833,185 45.0 502,095 79.0 1,335,280 53.7 Real Estate - Land, Development, & Construction 83,240 4.5 30,276 4.8 113,516 4.6 Commercial & Industrial 267,740 14.5 24,582 3.9 292,322 11.8 Consumer & Other 52,804 2.9 713 0.1 53,517 2.2 Gross Loans & Leases $1,850,468 100.0 % $635,492 100.0 % $2,485,960 100.0 % |
![]() 15 Pro Forma Deposit Composition (1) Pro forma for Gulfstream acquisition excluding purchase accounting adjustments (2) Excludes purchase accounting adjustments Source: CSFL Management, FSOF Management MRQ CSFL Cost of Deposits: 0.26% CSFL Deposit Composition FSOF Deposit Composition MRQ FSOF Cost of Deposits: 0.47% Pro Forma Deposit Composition Dollars in thousands For the period ended December 31, 2013 Pro Forma CSFL (1) FSOF Pro Forma (2) Non-Interest Bearing DDA $815,590 32.3 % $204,639 23.2 % $1,020,229 29.9 % NOW, Money Market, and Savings 1,240,293 49.1 428,738 48.6 1,669,031 49.0 Time Deposits 469,294 18.6 249,355 28.2 718,649 21.1 Total Deposits $2,525,178 100.0 % $882,732 100.0 % $3,407,910 100.0 % Non Interest Bearing DDA 32% NOW, Money Market, and Savings 49% Time Deposits 19% Non Interest Bearing DDA 23% NOW, Money Market, and Savings 49% Time Deposits 28% Non Interest Bearing DDA 30% NOW, Money Market, and Savings 49% Time Deposits 21% |
![]() 16 Improving Market Demographics 17.1% 14.4% 16.4% 10.0% 12.5% 15.0% 17.5% 20.0% CSFL FSOF Pro Forma 3.38% 3.59% 3.44% 3.00% 3.25% 3.50% 3.75% CSFL FSOF Pro Forma Projected Population Growth (1) Note: CSFL pro forma for Gulfstream acquisition; data is deposit weighted by county as of June 30, 2013 (1) Projected growth from 2012 – 2017 Source: SNL Financial LLC $50,299 $56,409 $51,887 $45,000 $50,000 $55,000 $60,000 CSFL FSOF Pro Forma Projected Median HHI Growth (1) Projected 2017 Median HHI CSFL (52 branches) FSOF (17 branches) |
![]() 17 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 in Davenport, FL – (863) 419-7775 Bank Headquarters in Winter Haven, FL – (863) 294-6383 |
![]() |