SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported) January 16, 2018
CENTERSTATE BANK CORPORATION
(Exact name of registrant as specified in its charter)
Florida | | 000-32017 | | 59-3606741 |
(State or other jurisdiction
of incorporation) | | (Commission
file number) | | (IRS employer
identification no.) |
1101 First Street South, Suite 202, Winter Haven, FL | | 33880 |
(Address of principal executive offices) | | (Zip Code) |
Registrant’s telephone number, including area code: (863) 293-4710
Not Applicable
(Former name or former address, if changed since last report)
___________________
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company ☐
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. ☐
Winter Haven, FL – January 16, 2018 - CenterState Bank Corporation (the “Company”) (NASDAQ: CSFL) today reported that, as a result of the Tax Cuts and Jobs Act of 2017 signed into law on December 22, 2017, the Company has, as required, preliminarily reevaluated its deferred tax assets and deferred tax liabilities to account for the future impact of lower corporate tax rates on these deferred amounts. The reduction in the federal corporate tax rate will impact the Company’s fourth quarter 2017 results, but also is expected to impact positively the Company’s future after-tax earnings.
The Company performed a preliminary analysis to estimate the impact of the revaluation of the deferred tax asset and determined that the one-time non-cash charge to the income statement from the revaluation will be approximately $18.5 million, which will reduce the Company’s fourth quarter 2017 results by approximately $0.30 diluted earnings per share. However, as a result of the revised federal corporate income tax rates effective for 2018, and changes or limits for certain tax deductions, the Company expects its effective combined federal and state income tax rate for 2018 will range between 22% and 23%.
These preliminary estimates of the impact of tax reform on the Company should not be viewed as a substitute for full financial statements prepared in accordance with U.S. generally accepted accounting principles, and are not necessarily indicative of the results to be achieved for any future periods. The estimates have been prepared by management and the Company’s independent auditors have not completed their audit or review of the information. As previously announced, the Company expects to discuss its fourth quarter and full year 2017 results on January 30, 2018, through its quarterly earnings release on Form 8-K and earnings call.
In accordance with General Instruction B.2 of Form 8 K, the information in this Current Report on Form 8 K shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
Forward-Looking Statements
This document contains certain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 with respect to our beliefs, plans, goals, expectations, and estimates. Forward-looking statements are not a representation of historical information, but instead pertain to future operations, strategies, financial results or other developments. The words “believe,” “expect,” “anticipate,” “intend,” “estimate,” “should,” “is likely,” “will,” “going forward,” and other expressions that indicate future events and trends identify forward-looking statements.
Forward-looking statements, with respect to our beliefs, plans, objectives, goals, expectations, anticipations, estimates and intentions, involve known and unknown risks, uncertainties and other factors, which may be beyond the Company’s control, many of which, with respect to future business decisions and actions, are subject to change, and which may cause the actual results, performance or achievements of the Company to be materially different from future results, performance or achievements expressed or implied by such forward-looking statements. Examples of uncertainties and contingencies include, among other important factors, general economic and business conditions, expectations of and actual timing and amount of interest rate movements, including the slope and shape of the yield curve, which can have a significant impact on a financial services institution, market and monetary fluctuations, including fluctuations in mortgage markets, responses to any or all of these conditions, and the actions of the Securities and Exchange Commission, the Office of the Comptroller of the Currency, the Board of Governors of the Federal Reserve System, and other regulators and agencies, pending, threatened, or possible future regulatory or judicial actions, proceedings or outcomes, changes in laws and regulations applicable to the Company, the possibility that the anticipated benefits of the transactions will not be realized when expected or at all, the Company’s success in executing its business plans and strategies and managing the risks involved in the foregoing, and other factors that may affect future results of the Company. Additional factors that could cause results to differ materially from those contemplated by forward-looking statements can be found in the Company’s Annual Report on Form 10-K for the year ended December 31, 2016, and otherwise in our SEC reports and filings, which are available in the “Investor Relations” section of the Company’s website, http://www.centerstatebanks.com. You should not expect us to update any forward-looking statements.
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SIGNATURE
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 hereunto duly authorized.
| CENTERSTATE BANK CORPORATION |
| | |
| By: | /s/ Jennifer L. Idell |
| | Jennifer L. Idell |
| | Executive Vice President and |
| | Chief Financial Officer |
Date: January 16, 2018
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