8-K

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) October 28, 2009

CENTERSTATE BANKS, INC.

(Exact name of registrant as specified in charter)

Florida	000-32017	59-3606741
(State or other jurisdiction of incorporation)	(Commission file number)	(IRS employer identification no.)
42745 U.S. Highway 27, Davenport, FL		33837
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (863) 491-7750

(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)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 7.01. Regulation FD Disclosure

CenterState Banks, Inc. (“CSFL”) is furnishing this Current Report on Form 8-K in connection with presentations being made by management of CSFL with various investors on October 29, 2009. Attached hereto and incorporated herein as Exhibit 99.1 is the text of that presentation. This presentation contains “forward-looking statements” within the meaning of the federal securities laws. The forward-looking statements in this presentation are subject to risks and uncertainties that could cause actual results to differ materially from those expressed in or implied by the statements. Factors that may cause actual results to differ materially from those contemplated by such forward-looking statements include, among other things, the following possibilities: (i) an inability of the company to realize elements of its strategic plans for 2009 and beyond; (ii) increases in competitive pressure in the banking industry; (iii) general economic conditions, either nationally or regionally, that are less favorable than expected; (iv) changes in the interest rate environment which reduce margins; (v) management’s assumptions regarding allowance for loan losses may not be borne out by subsequent events; and (vi) changes which may occur in the regulatory environment. When used in this presentation, the words “believes,” “estimates,” “plans,” “expects,” “should,” “may,” “might,” “outlook,” and “anticipates,” and similar expressions as they related to CSFL (including its subsidiaries) or its management are intended to identify forward-looking statements. Forward-looking statements speak only as to the date they are made. CSFL does not undertake to update forward-looking statements to reflect circumstances or events that occur after the date the forward-looking statements are made.

Item 9.01 Financial Statements and Exhibits.

The following exhibit is furnished as Regulation FD Disclosure to this Current Report on Form 8-K:

(a) Exhibits:

Exhibit 99.1 October 29, 2009 Investor Presentation

2

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 BANKS, INC.
By:	/s/    JAMES J. ANTAL
	James J. Antal
	Senior Vice President and Chief Financial Officer

Date: October 28, 2009

3

EX-99.1

Investor Presentation

October 29, 2009

B A N K S

Exhibit 99.1

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.

Forward Looking Statement

2

Corporate Overview

Headquartered in Davenport, Florida

$1.8 billion in assets

$1.3 billion in deposits

Company formed:  June 2000

4 Subsidiary Banks; 38 branch banking offices in

10 counties throughout Central Florida

6 of 10 counties of operation rank in the top 15 fastest

growing counties in Florida

Counties of Operation

Citrus

Hernando

Hillsborough

Lake

Marion

Orange

Osceola

Pasco

Polk

Sumter

Headquarters

CenterState

Bank Central Florida, N.A.

CenterState

Bank, N.A.

CenterState

Bank of Florida, N.A.

Valrico State Bank

3

Conservative Balance Sheet

Loans / Assets of 53% as of 9/30/09

Loans / Deposits of 75% as of 9/30/09

Constr/A&D/Land loans represent 13% of total loans versus 23%

for Southeastern peers and 17% for Florida peers

NPAs / Assets of 2.20% versus 4.11% for Southeastern peers and

7.95% for Florida peers

Robust capital position

•

TCE and Tier 1 leverage ratios of 11.4% and 11.7% at 9/30/09

Source: SNL Financial and Company filings, data as of most recent quarter available.

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

Florida peers include BBX, BOFL, CCBG, SBCF and TIBB.

4

5

Why Raise Capital?

Positions us to take advantage of attractive opportunities

Buyer of choice for institutions in the region

Limited

competition

for

increasing

number

of

government

assisted

transactions

Allows us to organically expand our

franchise and lines of business

Strategic recruiting of top talent in target

markets

Leverage correspondent banking division

Maintain capital ratios after repaying

TARP

Took approximately $28 MM TARP in  

Nov 2008 in the abundance of caution,  

have repaid in Sept 2009

Source: SNL Financial.

Texas ratio defined as nonperforming assets + 90 days past due divided by loan loss reserve + tangible common equity.

(1)

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

(2)

Florida peers include BBX, BOFL, CCBG, SBCF and TIBB.

Goals and Priorities

Achieve Return on Average Assets of 1.00%

Surpass $5 billion in assets

Expand into new markets with demographics similar to

Central Florida

Remain highly capitalized

Strategic Goals

18 –

24 Month Priorities

Acquire 2-3 banking institutions through FDIC assisted

transactions

Leverage Correspondent Banking Division

Reduce the level of problem assets

6

Growing Number of Potential Opportunities

Texas Ratio > 50.0% or TCE / TA < 5.0%

Number

Number

of

of

Deposits

State

Institutions

Branches

($MM)

Alabama

5

88

$3,810

Florida

44

366

16,842

Georgia

13

105

5,360

Source: SNL Financial. Dollars in thousands

Data as of most recent quarter available.

Includes banks and thrifts in Central and North Florida, Southern and Central Alabama and Southern Georgia with assets greater than $100.0 million and

Texas Ratios greater than 50.0% or Tangible Common Equity / Assets less than 5.0%.

7

Deposit Premium Paid to FDIC:

1.7

%

Assets Acquired

Cash

$155,640

Securities Available for Sale

11,549

Goodwill

4,722

Core Deposit Intangible

466

Other Assets

8,113

Total

$180,490

Liabilities Assumed

Total Deposits

$180,182

Other Liabilities

308

Total

$180,490

Ocala National Bank

•

Core Deposits remain intact

•

Profitable year-to-date

Market Share Opportunity

Combined Counties of Operation

8

Deposits per

Deposits

Market

Branch

Rank

Institution

($000)

Share

Branches

($000)

1

Bank of America Corp. (NC)

$10,301,554

20.25

%

111

$92,807

2

SunTrust Banks Inc. (GA)

9,196,029

18.08

146

62,986

3

Wells Fargo & Company (CA)

8,120,483

15.96

113

71,863

4

BB&T Corp. (NC)

3,916,987

7.70

73

53,657

5

Regions Financial Corp. (AL)

3,311,920

6.51

91

36,395

6

CenterState Banks (FL)

1,204,831

2.37

37

32,563

7

Fifth Third Bancorp (OH)

1,131,031

2.22

30

37,701

8

South Financial Group Inc. (SC)

838,113

1.65

17

49,301

9

Village Bancorp Inc. (FL)

817,150

1.61

9

90,794

10

The Tampa Banking Co. (FL)

786,536

1.55

9

87,393

Source: FDIC and SNL Financial.

Deposit data as of 6/30/09..

Market share data for CSFL's combined counties of operation, excluding Orange County.

Excludes Orange County in which CSFL has $20.0 million in deposits and 1 branch.

Correspondent Banking Division

Management lift out from RBC (16

employees –

formerly ALAB) and recent

addition of a team from Silverton (40

employees)

Physical operations –

Birmingham (AL),

Atlanta (GA) and Winston-Salem (NC)

Three primary business lines

Bond Sales

Fed funds

Safekeeping, bond accounting, and

asset/liability consulting services

Customer base –

small to medium size

financial institutions primarily located in

Florida, Alabama and Georgia

Opportunity

Primary clearing, wires

Switching to agent basis for fed funds

Division Contribution

9

($ in thousands, except per share)

4Q08

1Q09

2Q09

3Q09

Net Interest Income

$43

$1,178

$1,975

$1,813

Bond Sales Commission

1,412

2,557

2,610

5,630

Other Income

---

40

60

381

Total Expenses

(1,007)

(2,104)

(2,038)

(5,312)

Income Tax Provision

(117)

(428)

(881)

(967)

Net Income Impact

$331

$1,243

$1,726

$1,545

EPS Impact

$0.03

$0.10

$0.14

$0.07

Peer Comparison –

Capital Ratios (%)

10

Source:  SNL Financial, 

Data as of most recent quarter available.

Financial institutions included in this comparison are all public banks and thrifts headquartered in Florida with assets greater than $500 million.

0.92

1.38

3.59

3.63

3.63

6.45

3.52

7.01

7.69

7.23

7.92

7.26

6.00

7.59

6.03

7.86

4.66

8.29

8.89

8.86

7.58

9.28

7.43

10.96

11.38

11.70

0.00

2.00

4.00

6.00

8.00

10.00

12.00

Florida Community Banks, Inc.

Sun American Bancorp

TIB Financial Corp.

BankAtlantic

Bancorp, Inc.

Bank of Florida Corporation

Great Florida Bank

First Comm. Bank Corp.

Beach Comm. Bancshares, Inc.

Seacoast Banking Corp. of FL

Community Bank of South FL

1st United Bancorp, Inc.

Capital City Bank Group, Inc.

CenterState

Banks, Inc.

TCE Ratio %

Leverage Ratio %

Florida Peers –

NPA ratio

11

Source:  SNL Financial

Data as of most recent quarter available.

Financial institutions included in this comparison are all public banks and thrifts headquartered in Florida with assets greater than $500 million.

1.61

2.20

3.85

4.96

5.81

6.91

7.78

7.99

8.99

9.98

10.59

10.77

13.31

30.87

0.00

5.00

10.00

15.00

20.00

25.00

30.00

35.00

1st United Bancorp, Inc.

CenterState

Banks, Inc.

TIB Financial Corp.

First Comm. Bank Corp. of America

Capital City Bank Group, Inc.

BFC Financial Corporation

Seacoast Banking Corp. of FL

Community Bank of South FL, Inc.

BankAtlantic

Bancorp, Inc.

Great Florida Bank

Beach Community Bancshares, Inc.

Sun American Bancorp

Bank of Florida Corporation

Florida Community Banks, Inc.

Quality Growth & Liquidity

Total

Asset

Growth

Loans

/

Deposits

(%)

Median loans / deposits ratio of 94% for Southeastern peers and 100% for Florida peers

Source:  SNL Financial; data as of most recent quarter available

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

Florida peers include BBX, BOFL, CCBG, SBCF and TIBB.

12

Loans

$441

$517

$658

$841

$892

$947

Deposits

660

717

893

973

994

1,256

1,077

1,217

1,784

1,603

1,333

1,067

1,009

872

754

181

150

68

-

500

1,000

1,500

2,000

2004

2005

2006

2007

2008

3Q09

CSFL Assets

Assets Acquired

67

72

74

87

90

75

0

20

40

60

80

100

2004

2005

2006

2007

2008

3Q09

Loan Portfolio

Total Loans by Type (%)

Total Loans Detail

Construction, Development, & land represents only 13% of the total portfolio

13

Loan Type

No. of 

Loans

9/30/09

Balance

Avg

Loan

Balance

Residential Real

Estate

2,628

$253MM

$96,000

Commercial Real

Estate

1,132

426MM

376,000

Construction,

A&D, & Land

585

134MM

230,000

Commercial &

Industrial

1,023

88MM

86,000

Consumer /Other

2,262

56MM

25,000

Total

7,630

$957MM

$126,000

Commercial Real Estate & Construction Loans

Commercial Real Estate by Type (%)

Constr/Dev/Land Loans by Type (%)

$426 million

56% owner-occupied

$134 million

Approximately 13% of total loans

* approx. 80% commercial and 20% residential

14

Data as of 9/30/09

Industrial

6%

Non Accrual CRE

2%

Other CRE

12%

Mobile Home Park

1%

Hotel/Lodging

0%

Aviation

1%

Strip Center

6%

Mini warehouse

3%

Res.Multi Family

4%

Agriculture

2%

Warehouse

5%

Restaurant

3%

Medical

5%

Retail

17%

Church / Education

8%

Office

25%

C-D-L Non Accrual

3%

Constr-single fam

owner

1%

Consumer-Owned

Residential Lots

25%

Constr-Other

0%

Constr-Spec

2%

Constr-Warehouse

7%

Constr-Medical

2%

Constr-Retail

2%

Constr-Industrial

1%

Constr-Church

2%

Constr-Office

1%

Developer-Owned

Lots

8%

Undeveloped Land*

46%

CRE Concentrations

C&D

Concentration

–

Category

A

(%)

CRE

Concentration

–

Category

B

(%)

Source:  SNL Financial and Company Filings; data as of  9/30/09 or most recent quarter available.

Category A includes acquisition and development loans, commercial construction loans, residential construction spec loans and vacant land loans.

Category B includes all of the above plus non-owner occupied commercial real estate loans.

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

Florida peers include BBX, BOFL, CCBG, SBCF and TIBB.

15

53

153

130

100

0

40

80

120

160

CSFL

Southeastern

Peers

Florida Peers

Regulatory

Guidelines

140

272

259

300

0

80

160

240

320

CSFL

Southeastern

Peers

Florida Peers

Regulatory

Guidelines

Credit Quality Trends

NPAs

/ Loans & OREO (%)

Net Charge-Offs / Avg. Loans (%)

Source: SNL Financial and Company filings.

Nonperforming assets include 90 days or more past due.

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

Florida peers include BBX, BOFL, CCBG, SBCF and TIBB.

1.71

0.10

0.57

1.49

1.54

1.86

2.77

3.77

4.74

0.59

0.89

4.11

2.94

2.13

1.81

1.41

4.48

0.44

7.65

5.57

3.44

2.49

2.76

0.00

2.00

4.00

6.00

8.00

2006

2007

Q1 '08

Q2 '08

Q3 '08

Q4 '08

Q1 '09

Q2 '09

CSFL

Southeastern Peers

Florida Peers

0.71

0.51

0.56

0.08

0.12

0.08

0.70

0.52

2.05

1.37

1.73

1.69

0.74

0.31

0.11

2.05

0.97

0.34

0.42

0.22

0.35

0.11

1.63

0.75

0.00

0.60

1.20

1.80

2.40

2006

2007

Q1 '08

Q2 '08

Q3 '08

Q4 '08

Q1 '09

Q2 '09

CSFL

Florida Peers

Southeastern Peers

Problem Loan Trends ($MM)

Reserves / Loans (%)

1.77

1.49

1.49

1.37

1.35

1.29

1.12

2.07

1.40

1.68

1.82

1.36

1.25

0.90

1.26

1.22

1.39

1.58

1.94

2.04

2.05

0.80

1.15

1.50

1.85

2.20

2006

2007

Q1 '08

Q2 '08

Q3 '08

Q4 '08

Q1 '09

Q2 '09

CSFL

Southeastern Peers

Florida Peers

E

16

•

ALLL / NPL ratio of 59% at 9/30/09 compared to 45% at 6/30/09

0

15

30

45

60

3Q08

4Q08

1Q09

2Q09

3Q09

30-89 days past due

90 days and non accrual

OREO and repo

Nonperforming Loans & Other Real Estate

Nonperforming Loans

Other Real Estate Owned

$29,546,000

3.12% of Gross Loans

$8,983,000

Residential Real

Estate

$5,592K

(37 loans)

Commercial Real Estate

$13,267K (31 loans)

Construction,

A&D, & Land

$10,068K

(32 loans)

Commercial

$321K

(13 loans)

Consumer  / Other

$298K

(12 loans)

17

Commercial Buildings

(7)

$3,046K

Commercial Lots

(1)

$138K

Mobile Homes

w/ Land

(7)

$321K

Vacant Land

$1,606K

Mixed Properties

$521K

Single Family Homes

(22)

$2,355K

Residential Lots

(17)

$996K

Office Condos

(5)

$539K

19%

45%

34%

1%

1%

26%

6%

6%

18%

4%

27%

2%

11%

Deposit Composition

Approximately 65,650 total accounts -

$19,132 average balance per account

Retained 98% of non-CD deposits from Ocala National

Jumbo Time Deposits

Retail Time Deposits

Money Market & Savings Accts.

Demand –

Interest bearing

Non –

Interest bearing deposits

24%

23%

23%

13%

17%

Total Deposits ($MM)

Number of Deposit Accounts

Core deposits defined as non-time deposits.

18

219

168

284

288

297

0

300

600

900

1,200

1,500

2004

2005

2006

2007

2008

9/30/09

32,249

32,024

32,280

40,822

43,974

53,198

12,452

11,001

13,191

10,579

8,811

8,234

0

20,000

40,000

60,000

2004

2005

2006

2007

2008

9/30/2009

Time Deposits

Core Deposits

Profitability

Pre-Tax, Pre-Provision Income ($000) and ROAA (%)

Pre-tax, pre-provision ROAA and margin impacted by inflated balance sheet

•YTD data as of or for the nine months ended 9/30/09, annualized.

Pre-Tax, Pre-Provision income and ROAA also exclude credit related costs.

19

Net Interest Margin (%)

$17,692

$12,162

$14,564

$14,027

$11,119

1.38

1.22

0.98

1.01

1.43

$0

$5,000

$10,000

$15,000

$20,000

2005

2006

2007

2008

YTD 2009*

0.00

0.40

0.80

1.20

1.60

Pre-Tax, Pre-Provision Income

PTPP ROAA

4.17

4.01

3.75

3.88

3.42

3.14

3.16

3.54

3.61

2.80

3.20

3.60

4.00

4.40

2006

2007

1Q 08

2Q 08

3Q 08

4Q 08

1Q 09

2Q 09

3Q 09

Profitability

Noninterest Income / Op. Revenue (%)

13.7

14.4

15.2

14.9

14.9

25.0

28.3

28.0

21.4

22.6

24.9

23.5

24.2

24.4

23.6

24.5

21.4

20.4

21.0

22.5

22.2

22.8

20.6

10.0

15.0

20.0

25.0

30.0

2006

2007

Q1 '08

Q2 '08

Q3 '08

Q4 '08

Q1 '09

Q2 '09

CSFL

Southeastern Peers

Florida Banks

Source: SNL Financial and Company filings.

* YTD data as of or for the six months ended 6/30/09.

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

Florida peers include BBX, BOFL, CCBG, SBCF and TIBB.

20

Summary

Energetic management team that is taking advantage of opportunities

Home field advantage in attractive markets

Capitalized to take advantage of market dislocation

Unprecedented opportunities to add shareholder value

21