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) January 5, 2012

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” or “Company”) is furnishing this Current Report on Form 8-K in connection with fourth quarter 2011 non-performing loan sales and certain other preliminary financial data including the Company’s acquisition of Federal Trust Corporation on November 1, 2011 as reported in the Company’s Form 8-K filed on November 2, 2011. A press release is furnished with this Current Report on Form 8-K attached hereto as Exhibit 99.1.

In accordance with General Instruction B.2 of Form 8-K, the information in this Current Report on Form 8-K, including Exhibit 99.1 attached hereto, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “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.

“Safe Harbor” Statement under the Private Securities Litigation Reform Act of 1995:

Some of the statements in this report constitute forward-looking statements, within the meaning of the Securities Act of 1933 and the Securities Exchange Act of 1934. These statements related to future events, other future financial and operating performance, costs, revenues, economic conditions in our markets, loan performance, credit risks, collateral values and credit conditions, or business strategies, including expansion and acquisition activities and may be identified by terminology such as “may,” “will,” “should,” “scheduled,” “plans,” “intends,” “anticipates,” “believes,” estimates,” “potential,” or “continue” or negative of such terms or other comparable terminology. Actual events or results may differ materially. In evaluating these statements, you should specifically consider the factors described throughout this report. We cannot assure you that future results, levels of activity, performance or goals will be achieved, and actual results may differ from those set forth in the 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 our control, and which may cause the actual results, performance or achievements of the Company or any of its subsidiaries to be materially different from future results, performance or achievements expressed or implied by such forward-looking statements. You should not expect us to update any forward-looking statements. All written or oral forward-looking statements attributable to us are expressly qualified in their entirety by this cautionary notice, including, without limitation, those risks and uncertainties described in our annual report on Form 10-K for the year ended December 31, 2010, and otherwise in our SEC reports and filings.

Item 9.01. Exhibits.

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

Exhibit 99.1 Press release dated January 5, 2012 announcing fourth quarter 2011 non-performing loan sales and certain other preliminary financial data including the Company’s acquisition of Federal Trust Corporation on November 1, 2011 as reported in the Company’s Form 8-K filed on November 2, 2011.

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

Date: January 5, 2012

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EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE

January 5, 2012

CenterState Banks, Inc. Announces

4Q 2011 loan sales and certain other financial updates

(all amounts are in thousands of dollars except per share amounts)

Davenport, Florida – January 5, 2012 – CenterState Banks, Inc. (NASDAQ: CSFL) announced today that it sold approximately $26,066 of non-performing loans during the fourth quarter of 2011. The pre-tax loss on the sale, recognized through the loan loss provision expense, was approximately $12,356 including selling related expenses. The loans sold were from the Company’s non-bank subsidiary R4ALL and the Company’s lead subsidiary bank, CenterState Bank of Florida, N.A. (“CSB”). The tables below summarize the loan sales by entity and by loan category.

	R4ALL			CSB			Total
Legal unpaid principal balance (“UPB”)	$	18,851		$	15,852		$	34,703
Less: previously partial charge-offs		(3,821	)		(4,696	)		(8,517	)
Less: specific loan loss allowance		(120	)		0			(120	)
Book value (“BV”) before sale		14,910			11,156			26,066
Gross sales proceeds		7,731			6,364			14,095
Selling expenses		(223	)		(162	)		(385	)
Sales proceeds, net of selling expenses		7,508			6,202			13,710
Pre-tax loss on sale, recognized through provision for loan losses expense	($	7,402	)	($	4,954	)	($	12,356	)
	Residential			Commercial			Total
Legal unpaid principal balance (“UPB”)	$	5,930		$	28,773		$	34,703
Less: previously partial charge-offs		(1,417	)		(7,100	)		(8,517	)
Less: specific loan loss allowance		0			(120	)		(120	)
Book value (“BV”) before sale		4,513			21,553			26,066
Gross sales proceeds		1,696			12,399			14,095
Selling expenses		(202	)		(183	)		(385	)
Sales proceeds, net of selling expenses		1,494			12,216			13,710
Pre-tax loss on sale, recognized through provision for loan losses expense	($	3,019	)	($	9,337	)	($	12,356	)
Gross proceeds as percentage of UPB		28.6	%		43.1	%		40.6	%
Gross proceeds as percentage of BV		37.6	%		57.5	%		54.1	%

The Company reported the close of its acquisition of Federal Trust Corporation (“FTC”) in its Form 8-K filed on November 2, 2011. Pursuant to the acquisition of FTC, the Company estimates that the preliminary bargain purchase gain to be recognized during the fourth quarter, net of merger related expenses, will approximate $40.7 million pre-tax and about $25.4 million after tax.

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The effect of the loan sales summarized above and the acquisition of FTC on the Company’s credit metrics are summarized below. The table below excludes assets covered by FDIC loss share agreements.

	actual 9/30/11			note 1 proforma 9/30/11			note 2 estimated 12/31/11
Non-accrual loans	$	61,990		$	35,924		$	35,280
Accruing loans past due >90days		207			207			200
Total Non Performing Loans (“NPL”)		62,197			36,131			35,480
Repossessed real estate (“OREO”)		12,061			12,061			8,712
Other repossessed assets (“ORA”)		1,727			1,727			1,585
Total Non Performing Assets (“NPA”)	$	75,985		$	49,919		$	45,777
Total non covered loans	$	991,725		$	1,123,645		$	1,118,000
NPL as percentage of total non covered loans		6.27	%		3.22	%		3.17	%
NPA as percentage of NPLs + OREO + ORA		7.56	%		4.39	%		4.06	%
NPA as percentage of total assets		3.53	%		2.11	%		1.96	%

Note 1:	Represents the effect of the FTC acquisition and the fourth quarter loan sales on the Company’s actual credit metrics as of September 30, 2011.
Note 2:	Represents a preliminary estimate of the Company’s credit metrics at December 31, 2011. These estimates are subject to change.

The tables below summarize the Company’s preliminary estimate of NPLs by category in terms of book value (“BV”) and BV as a percentage of legal unpaid principal balance (“UPB”) and the Company’s preliminary estimate of OREO in terms of BV and BV as a percentage of a current appraisal. The Company defines current appraisal as less than one year old, and may be time value adjusted. Broker price opinions (“BPOs”) may be used for single family residential properties and other smaller value properties. Assets covered by FDIC loss share agreements are excluded from these tables.

						Preliminary estimates of OREO at 12/31/11
Preliminary estimates of NPLs at 12/31/11							BV		BV as % of current appraisal
	BV		BV as % of UPB
Single Family Residential	$	15,155		82.9	%	Single Family Residential	$	1,887		72.1	%
Commercial		9,657		74.4	%	Commercial		3,047		66.6	%
Land, development, construction		8,497		59.9	%	Land, development, construction		3,778		63.8	%
Total real estate NPLs		33,309		73.3	%	Total OREO	$	8,712		66.5	%
Commercial		1,464		91.8	%
Consumer and other		507		92.9	%
Total NPLs	$	35,280		74.2	%

The following table summarizes the Company’s September 30, 2011 actual tangible book value and Tier 1 leverage capital ratios, and the September 30, 2011 proforma tangible book value and Tier 1 leverage capital ratios for the FTC transaction and the fourth quarter loan sales.

	actual 9/30/11			note 1 proforma 9/30/11
Tangible capital		207,814			224,300
Tangible book value (“TBV”) per share	$	6.92		$	7.47
TBV ratio		9.8	%		9.7	%
Tier 1 leverage ratio - Company		10.3	%		10.3	%
Tier 1 leverage ratio - CSB only		8.0	%		8.1	%

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Note 1: Represents the effect of the FTC acquisition and the fourth quarter loan sales on the Company’s actual tangible capital, tangible capital ratio and Tier 1 leverage ratio as of September 30, 2011.

Management does not expect December 31, 2011 tangible book value and Tier 1 leverage ratios to be significantly different from the proforma September 30, 2011 shown above.

This Regulation FD Disclosure contains “forward-looking statements” within the meaning of the federal securities laws. The forward-looking statements are subject to risks and uncertainties that could cause actual results to differ materially from those expressed in or implied by the statements. When used in this presentation, the words “believes,” “preliminary,” “estimates,” “plans,” “expects,” “should,” “may,” “might,” “outlook,” and “anticipates,” and similar expressions, or the negative of such terms or other comparable terminology, as they related to the Company (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. The Company does not undertake to update forward-looking statements to reflect circumstances, events, corrections or adjustments that occur after the date the forward-looking statements are made. For additional information contact Ernest S. Pinner, CEO, John C. Corbett, EVP or James J. Antal, CFO at 863-419-7750.

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