Form 8-K STATE BANK FINANCIAL For: Jan 29

January 29, 2015 7:29 AM EST


UNITED STATES
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�29, 2015
State Bank Financial Corporation
(Exact name of registrant as specified in its charter)
Georgia
(State or other jurisdiction of incorporation)
001-35139
27-1744232
(Commission File Number)
(IRS Employer Identification No.)
3399 Peachtree Road, NE, Suite�1900
Atlanta, Georgia
30326
(Address of principal executive offices)
(Zip Code)
(404) 475-6599
(Registrants telephone number, including area code)

(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:
x���������� Written communications pursuant to Rule�425 under the Securities Act (17 CFR 230.425)
o����������� Soliciting material pursuant to Rule�14a-12 under the Exchange Act (17 CFR 240.14a-12)
o����������� Pre-commencement communications pursuant to Rule�14d-2(b)�under the Exchange Act (17 CFR 240.14d-2(b))
o����������� Pre-commencement communications pursuant to Rule�13e-4(c)�under the Exchange Act (17 CFR 240.13e-4(c))





INFORMATION TO BE INCLUDED IN THE REPORT
Item 2.02.� Results of Operations and Financial Condition
On January�29, 2015, State Bank Financial Corporation, the holding company for State Bank and Trust Company, issued a press release announcing its unaudited financial results for the quarter and year ended December�31, 2014. A copy of the press release is attached hereto to this Current Report on Form 8-K as Exhibit�99.1.

Item 7.01. Regulation FD Disclosure

A copy of the slide presentation that State Bank Financial Corporation will present during the earnings conference call starting at 10:00 AM EST on January�29, 2015 is attached hereto to this Current Report on Form 8-K as Exhibit 99.2. The slide presentation is also available on the companys website, www.statebt.com, under the Investors section.

The information furnished pursuant to Items 2.02 and 7.01, including Exhibits 99.1 and 99.2, shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934 (Exchange Act) or otherwise subject to the liabilities under that Section and shall not be deemed to be incorporated by reference into any filing of the company under the Securities Act of 1933, as amended (the Securities Act) or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Item 9.01.� Financial Statements and Exhibits
(d)���������� Exhibits

Exhibit�No.
Exhibit
99.1
Press Release dated January 29, 2015
99.2
Slide Presentation dated January 29, 2015





SIGNATURES
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.
STATE BANK FINANCIAL CORPORATION
Dated: January 29, 2015
By:
/s/ Sheila E. Ray
Sheila E. Ray
Chief Financial Officer




���������
����

Media Contact: David Rubinger 404.502.1240 / [email protected]
Investor Relations Contact: Jeremy Lucas 404.239.8626 / [email protected]


State Bank Financial Corporation Reports
Full Year and Fourth Quarter 2014 Financial Results
Full year 2014 net income of $30.9 million, or $.92 per diluted share
Organic loan growth of $197 million, or 17.5%, for full year 2014
Continued growth in transaction account balances and treasury services
Merger, conversion and integration of Bank of Atlanta successfully completed

ATLANTA, GA, January�29, 2015 - State Bank Financial Corporation (NASDAQ: STBZ) today announced unaudited financial results for the full year and fourth quarter ended December�31, 2014. Full year net income for 2014 was $30.9 million, compared to $12.7 million for full year 2013. Net income for the fourth quarter of 2014 was $7.6 million, compared to $9.4 million for the fourth quarter of 2013 and $11.5 million for the third quarter of 2014. Fully diluted earnings per share were $.92 for full year 2014 compared to $.38 for full year 2013. Fully diluted earnings per share were $.22 in the fourth quarter of 2014 compared to $.28 in the fourth quarter of 2013 and $.34 in the third quarter of 2014.

Joe Evans, Chairman and CEO, commented, "The fourth quarter of 2014 was a solid finish to a very successful year marked by strong growth in loans and transaction deposits, excellent credit metrics and the acquisition of two healthy banks. We were also pleased to see the fifth anniversaries of our largest loss share acquisitions pass uneventfully. The momentum and pipelines we have going into 2015 cause me to be very optimistic about what lies ahead."

Operating Highlights

Net interest income was $32.5 million in the fourth quarter of 2014, down from $38.0 million in the third quarter of 2014. A $7.0 million decline in accretion income offset $1.3 million in growth in interest income, resulting in the decline in net interest income. Accretion income on loans was $14.1 million in the fourth quarter of 2014, down from $21.1 million in the third quarter of 2014. The higher accretion income in the previous quarter was due primarily to timing of gains from purchased loan pools closing out in the third quarter of 2014. Interest income on loans, excluding purchased credit impaired ("PCI") loans, for the fourth quarter of 2014 was $17.4 million, up from $16.2 million in the prior quarter. Interest expense of $1.9 million in the fourth quarter of 2014 was essentially flat with the prior quarter and prior year period. Cost of funds for the fourth quarter of 2014 was 33 basis points, down two basis points from the prior quarter and four basis points from the prior year period.

The organic loan portfolio continued to perform well in the fourth quarter of 2014 as past due loans represented 17 basis points of total organic loans. The provision for loan losses was $1.2 million in the fourth quarter of 2014 and was primarily attributable to organic loan growth in the quarter.




Noninterest income, excluding accretion/(amortization) of the FDIC receivable for loss share agreements (which we refer to as the indemnification asset), was $5.3 million for the fourth quarter of 2014, up from $3.6 million in the third quarter of 2014 due primarily to higher prepayment fees on loans, SBA income and payroll fee income.

Total noninterest income for the fourth quarter of 2014, which includes accretion/(amortization) of the indemnification asset, was $6.9 million, compared to $3.4 million in the third quarter of 2014. We recognized accretion of the indemnification asset of $1.7 million in the fourth quarter of 2014, as opposed to amortization of the indemnification asset in prior quarters. Upon expiration of the two commercial loss share agreements in the fourth quarter, it became apparent that our actual collections would exceed our estimated collections, thereby reducing the reserve allocated for disallowed claims resulting in the reversal to accretion from amortization of the indemnification asset.

Total noninterest expense for the fourth quarter of 2014 was $25.8 million, a $3.3 million increase from the third quarter of 2014 due primarily to higher salary and benefit costs. Approximately $1.5 million of the $3.2 million linked-quarter increase in salary and benefit cost was due to severance costs related to executive management realignment and headcount reductions. The staff reductions have been partially offset by additional personnel in mortgage, SBA and payroll growth initiatives. Additionally, $1.1 million of the quarterly increase was related to increased headcount and retention payments from the Bank of Atlanta merger. Personnel cost savings of approximately $315 thousand related to staff reductions following the conversion of Bank of Atlanta will be largely recognized in the first quarter of 2015. Additionally, merger-related expenses for the fourth quarter and full year 2014 totaled $306 thousand and $795 thousand, respectively.

Financial Condition

Total assets at December�31, 2014 were $2.88 billion, up from $2.65 billion at September�30, 2014 and $2.61 billion at December�31, 2013. Total net loans were $1.61 billion at December�31, 2014, up $128.4 million from the third quarter of 2014 primarily due to a $116.0 million increase related to our acquisition of Bank of Atlanta.

Period-end organic loans increased to $1.32 billion at December�31, 2014, a net increase of $28.5 million from the third quarter of 2014 and $196.9 million from year-end 2013. Period-end organic loans comprised 87.4% of total gross loans at December�31, 2014. Purchased non-credit impaired loans from Bank of Atlanta totaled $107.8 million at year-end 2014. Purchased credit impaired loans decreased to $206.3 million and included $8.2 million of PCI loans from our acquisition of Bank of Atlanta.

Total deposits at December�31, 2014 were $2.39 billion, up from $2.16 billion at the end of the third quarter of 2014 and $2.13 billion at the end of the fourth quarter of 2013. Period-end noninterest-bearing demand deposits and interest-bearing transaction accounts, which make up total transaction accounts, increased $171.4 million from the third quarter of 2014, inclusive of $39.4 million of transaction deposits acquired from Bank of Atlanta. Period-end noninterest-bearing demand deposits increased $52.7 million from the third quarter of 2014, inclusive of $32.2 million of noninterest-bearing deposits acquired from Bank of Atlanta. Period-end noninterest-bearing demand deposits represented 24.1% of total deposits as of December�31, 2014. Average noninterest-bearing demand deposits, which increased for the eleventh consecutive quarter, were up $33.6 million from the third quarter of 2014, excluding average noninterest-bearing deposits from Bank of Atlanta.


2



Tangible book value per share was $13.97 at the end of the fourth quarter of 2014. State Bank Financial Corporation continues to be well capitalized, ending the quarter with a leverage ratio of 15.90% and a Tier I risk-based capital ratio of 23.12%.

Subsequent Event

On January 1, 2015, State Bank Financial Corporation completed its previously announced merger with Georgia-Carolina Bancshares, Inc., the holding company for First Bank of Georgia. At December 31, 2014, First Bank of Georgia had approximately $517 million of total assets, $334 million of loans, $417 million of deposits and seven banking offices in the Augusta, Georgia market.

Detailed Results

Supplemental tables displaying financial results for the fourth quarter of 2014, the previous four quarters and full year 2014 are included with this press release.

Conference Call

State Bank Chief Executive Officer Joe Evans, Chief Financial Officer Sheila Ray and Executive Risk Officer Kim Childers will discuss financial and business results for the quarter and the year on a conference call today at 10:00 a.m. EST. The dial in number is 1.800.684.5780. Please allow time to register your name and affiliation/company prior to the start of the call. A replay of the conference call will be available shortly after the call's completion in the Investors section on the company's website at www.statebt.com. A slide presentation for today's call is also available in the Investors section on the company's website.
About State Bank Financial Corporation
State Bank Financial Corporation (NASDAQ: STBZ) is an Atlanta-based bank holding company for State Bank and Trust Company and First Bank of Georgia. State Bank operates 21 banking offices in Metro Atlanta and Middle Georgia. First Bank of Georgia operates seven banking offices and four mortgage origination offices in the Augusta and Savannah, Georgia MSAs.
To learn more about State Bank, visit www.statebt.com



















3



Cautionary Note Regarding Forward-Looking Statements

Certain statements in this news release contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements can be identified by words such as: intend, plan, seek, believe, expect, strategy, future, likely, project, may, should, will and similar references to future periods. Examples of forward-looking statements include, among others, statements related to our momentum and pipeline going into 2015, our future plans, expectations and benefits of our strategic plan, including projections and expectations of future growth, the impact of the expiration of our loss share agreements and the expected personnel cost savings related to staff reductions and the conversion of Bank of Atlanta. Such forward-looking statements are subject to risks, uncertainties, and other factors, such as a downturn in the economy, unanticipated losses related to the integration of, and accounting for, acquired assets and assumed liabilities in our acquisitions, access to funding sources, greater than expected noninterest expenses, volatile credit and financial markets both domestic and foreign, potential deterioration in real estate values, regulatory changes and excessive loan losses, any or all of which could cause actual results to differ materially from future results expressed or implied by such forward-looking statements. Although we believe that the assumptions underlying the forward-looking statements are reasonable, any of the assumptions could prove to be inaccurate. Therefore, we can give no assurance that the results contemplated in the forward-looking statements will be realized. The inclusion of this forward-looking information should not be construed as a representation by our company or any person that future events, plans, or expectations contemplated by our company will be achieved. We undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise. See Item 1A, Risk Factors, in our Annual Report on Form 10-K for the most recently ended fiscal year, for a description of some of the important factors that may affect actual outcomes.




4



State Bank Financial Corporation
4Q14 Financial Supplement: Table 1
Condensed Consolidated Financial Summary Results
Quarterly (Unaudited)
4Q14 change vs
(Dollars�in�thousands,�except�per�share� amounts)
4Q14
3Q14
2Q14
1Q14
4Q13
3Q14
4Q13
Income Statement Highlights
Interest income on invested funds
$
2,928

$
2,545

$
2,522

$
2,493

$
2,416

$
383

$
512

Interest income on loans
17,416

16,162

15,350

15,248

15,826

1,254

1,590

Accretion income on loans
14,124

21,110

17,087

26,536

48,065

(6,986
)
(33,941
)
Interest expense
1,923

1,857

1,846

1,894

1,961

66

(38
)
Net interest income
32,545

37,960

33,113

42,383

64,346

(5,415
)
(31,801
)
Provision for (recovery of) loan losses
1,189

416

701

590

(98
)
773

1,287

Accretion (amortization) of FDIC receivable for loss share agreements
1,652

(196
)
(1,949
)
(15,292
)
(31,372
)
1,848

33,024

Other noninterest income
5,285

3,624

3,348

3,130

3,990

1,661

1,295

Noninterest expense
25,799

22,510

22,076

23,083

22,718

3,289

3,081

Income before income taxes
12,494

18,462

11,735

6,548

14,344

(5,968
)
(1,850
)
Income tax expense
4,909

6,958

4,228

2,226

4,927

(2,049
)
(18
)
Net income
$
7,585

$
11,504

$
7,507

$
4,322

$
9,417

$
(3,919
)
$
(1,832
)
Common Share Data




Basic net income per share
$
.24

$
.36

$
.23

$
.13

$
.29

$
(.12
)
$
(.05
)
Diluted net income per share
.22

.34

.22

.13

.28

(.12
)
(.06
)
Cash dividends declared per share
.04

.04

.04

.03

.03



.01

Book value per share
14.38

14.20

13.95

13.74

13.62

.18

.76

Tangible book value per share
13.97

13.83

13.58

13.36

13.24

.14

.73

Market price per share
19.98

16.24

16.91

17.69

18.19

3.74

1.79

Average Balance Sheet Highlights




Loans, excluding purchased credit impaired
$
1,430,495

$
1,246,008

$
1,192,494

$
1,133,802

$
1,144,116

$
184,487

$
286,379

Purchased credit impaired loans
214,518

215,318

236,178

250,824

258,600

(800
)
(44,082
)
Assets
2,858,209

2,609,776

2,591,025

2,579,904

2,564,205

248,433

294,004

Deposits
2,339,566

2,125,659

2,108,595

2,088,787

2,089,202

213,907

250,364

Equity
461,137

448,982

444,175

439,105

429,494

12,155

31,643

Tangible common equity
447,641

437,038

432,073

426,828

417,030

10,603

30,611

Key Metrics




Return on average assets (1)
1.05
%
1.75
%
1.16
%
.68
%
1.46
%
(.70
)%
(.41
)%
Return on average equity (1)
6.53

10.17

6.78

3.99

8.70

(3.64
)
(2.17
)
Yield on earning assets (2)
5.08

6.44

5.86

7.71

11.60

(1.36
)
(6.52
)
Cost of funds (2)
.33

.35

.35

.37

.37

(.02
)
(.04
)
Rate on interest-bearing liabilities
.43

.45

.45

.46

.47

(.45
)
(.47
)
Net interest margin (2)
4.80

6.14

5.55

7.38

11.26

(1.34
)
(6.46
)
Average equity to average assets
16.13

17.20

17.14

17.02

16.75

(1.07
)
(.62
)
Leverage ratio
15.90

17.16

16.84

16.67

16.55

(1.26
)
(.65
)
Tier I risk-based capital ratio
23.12

25.17

27.06

27.20

27.85

(2.05
)
(4.73
)
Efficiency ratio (2)
65.20

54.28

63.82

76.19

61.28

10.92

3.92

Average loans to average deposits
70.31

68.75

67.75

66.29

67.14

1.56

3.17

Noninterest-bearing deposits to total deposits
24.14

24.33

21.82

22.02

22.00

(.19
)
2.14

(1)� Net income annualized for the applicable period.
(2)� Interest income annualized for the applicable period and calculated on a fully tax-equivalent basis.


5



State Bank Financial Corporation
4Q14 Financial Supplement: Table 2
Condensed Consolidated Balance Sheets
Quarterly (Unaudited)
4Q14 change vs
(Dollars�in�thousands)
4Q14
3Q14
2Q14
1Q14
4Q13
3Q14
4Q13
Assets
Cash and amounts due from depository institutions
$
10,550

$
17,209

$
8,333

$
7,314

$
8,518

$
(6,659
)
$
2,032

Interest-bearing deposits in other financial institutions
470,608

459,271

499,400

549,593

590,231

11,337

(119,623
)
Cash and cash equivalents
481,158

476,480

507,733

556,907

598,749

4,678

(117,591
)
Investment securities available-for-sale
640,086

532,447

494,874

454,053

387,048

107,639

253,038

Loans receivable (1)
1,634,529

1,504,725

1,441,606

1,413,192

1,380,969

129,804

253,560

Allowance for loan losses (2)
(28,638
)
(27,231
)
(35,607
)
(36,040
)
(34,065
)
(1,407
)
5,427

Net loans
1,605,891

1,477,494

1,405,999

1,377,152

1,346,904

128,397

258,987

Mortgage loans held for sale
3,174

1,283

726

1,552

897

1,891

2,277

Other real estate owned (3)
8,568

15,169

23,938

38,437

47,187

(6,601
)
(38,619
)
Premises and equipment, net
35,286

34,696

34,820

34,592

33,318

590

1,968

Goodwill
10,606

10,381

10,381

10,381

10,381

225

225

Other intangibles, net
2,752

1,511

1,663

1,824

1,986

1,241

766

SBA servicing rights
1,516









1,516

1,516

FDIC receivable for loss share agreements, net
22,320

26,221

44,775

70,361

107,843

(3,901
)
(85,523
)
Bank owned life insurance
41,479

41,136

40,803

40,474

40,145

343

1,334

Other assets
29,374

30,779

20,093

36,758

30,930

(1,405
)
(1,556
)
Total assets
$
2,882,210

$
2,647,597

$
2,585,805

$
2,622,491

$
2,605,388

$
234,613

$
276,822

Liabilities and Shareholders Equity




Noninterest-bearing deposits
$
577,295

$
524,634

$
461,434

$
471,414

$
468,138

$
52,661

$
109,157

Interest-bearing deposits
1,814,387

1,631,340

1,653,779

1,669,647

1,660,187

183,047

154,200

Total deposits
2,391,682

2,155,974

2,115,213

2,141,061

2,128,325

235,708

263,357

Securities sold under agreements to repurchase








1,216



(1,216
)
Notes payable
2,771

2,776

2,779

4,371

5,682

(5
)
(2,911
)
Other liabilities
23,662

30,570

19,506

35,620

32,982

(6,908
)
(9,320
)
Total liabilities
2,418,115

2,189,320

2,137,498

2,181,052

2,168,205

228,795

249,910

Total shareholders equity
464,095

458,277

448,307

441,439

437,183

5,818

26,912

Total liabilities and shareholders equity
$
2,882,210

$
2,647,597

$
2,585,805

$
2,622,491

$
2,605,388

$
234,613

$
276,822

Capital Ratios




Average equity to average assets
16.13
%
17.20
%
17.14
%
17.02
%
16.75
%
(1.07
)%
(.62
)%
Leverage ratio
15.90

17.16

16.84

16.67

16.55

(1.26
)
(.65
)
Tier I risk-based capital ratio
23.12

25.17

27.06

27.20

27.85

(2.05
)
(4.73
)
Total risk-based capital ratio
24.37

26.42

28.32

28.47

29.11

(2.05
)
(4.74
)
Shares Issued and Outstanding
Common stock
32,269,604

32,271,466

32,130,645

32,123,645

32,094,145

(1,862
)
175,459

(1)� Loans covered by loss share agreements with the FDIC were approximately $99.5 million at 4Q14, $114.2 million at 3Q14, $211.3 million at 2Q14, $246.3 million at 1Q14 and $257.5 million at 4Q13.
(2) Allowance for loan losses on purchased credit impaired loans was approximately $10.2 million at 4Q14, $8.4 million at 3Q14, $17.7 million at 2Q14, $19.2 million at 1Q14 and $17.4 million at 4Q13.
(3) Other real estate owned covered by loss share agreements with the FDIC was approximately $3.3 million at 4Q14, $11.2 million at 3Q14, $23.2 million at 2Q14, $37.5 million at 1Q14 and $46.2 million at 4Q13.


6



State Bank Financial Corporation
4Q14 Financial Supplement: Table 3
Condensed Consolidated Income Statements
Quarterly (Unaudited)
4Q14 change vs
(Dollars�in�thousands,�except�per�share� amounts)
4Q14
3Q14
2Q14
1Q14
4Q13
3Q14
4Q13
Net Interest Income:
Interest income on invested funds
$
2,928

$
2,545

$
2,522

$
2,493

$
2,416

$
383

$
512

Interest income on loans
17,416

16,162

15,350

15,248

15,826

1,254

1,590

Accretion income on loans
14,124

21,110

17,087

26,536

48,065

(6,986
)
(33,941
)
Interest expense
1,923

1,857

1,846

1,894

1,961

66

(38
)
Net interest income
32,545

37,960

33,113

42,383

64,346

(5,415
)
(31,801
)
Provision for (recovery of) loan losses
1,189

416

701

590

(98
)
773

1,287

Net interest income after provision for (recovery of) loan losses
31,356

37,544

32,412

41,793

64,444

(6,188
)
(33,088
)
Noninterest Income:




Accretion (amortization) of FDIC receivable for loss share agreements
1,652

(196
)
(1,949
)
(15,292
)
(31,372
)
1,848

33,024

Service charges on deposits
1,274

1,206

1,196

1,158

1,304

68

(30
)
Mortgage banking income
322

191

163

159

153

131

169

Gain on sale of investment securities
223



12

11



223

223

Payroll fee income
1,050

875

822

953

879

175

171

ATM income
624

621

636

590

604

3

20

Bank-owned life insurance income
343

333

329

329

333

10

10

SBA income
392

27

31

27

35

365

357

Other
1,057

371

159

(97
)
682

686

375

Total noninterest income
6,937

3,428

1,399

(12,162
)
(27,382
)
3,509

34,319

Noninterest Expense:




Salaries and employee benefits
17,797

14,644

14,575

15,077

14,500

3,153

3,297

Occupancy and equipment
2,615

2,440

2,314

2,529

2,330

175

285

Data processing
1,909

1,758

1,714

1,672

1,595

151

314

Legal and professional fees
844

851

731

1,014

1,154

(7
)
(310
)
Marketing
491

453

548

332

369

38

122

Federal deposit insurance premiums and other regulatory fees
393

356

337

334

303

37

90

Loan collection and OREO costs
(112
)


(32
)
624

733

(112
)
(845
)
Amortization of intangibles
257

152

161

162

164

105

93

Other
1,605

1,856

1,728

1,339

1,570

(251
)
35

Total noninterest expense
25,799

22,510

22,076

23,083

22,718

3,289

3,081

Income Before Income Taxes
12,494

18,462

11,735

6,548

14,344

(5,968
)
(1,850
)
Income tax expense
4,909

6,958

4,228

2,226

4,927

(2,049
)
(18
)
Net Income
$
7,585

$
11,504

$
7,507

$
4,322

$
9,417

$
(3,919
)
$
(1,832
)
Net Income Per Share
Basic
$
.24

$
.36

$
.23

$
.13

$
.29

$
(.12
)
$
(.05
)
Diluted
.22

.34

.22

.13

.28

(.12
)
(.06
)
Weighted Average Shares Outstanding




Basic
32,271,537

32,206,889

32,126,260

32,094,473

32,086,781

64,648

184,756

Diluted
33,935,366

33,755,595

33,589,797

33,644,135

33,519,550

179,771

415,816




7



State Bank Financial Corporation
4Q14 Financial Supplement: Table 4
Condensed Consolidated Income Statements
Year to Date (Unaudited)
Years Ended December 31
YTD Change
(Dollars�in�thousands,�except�per�share�amounts)
2014
2013
Net Interest Income:
Interest income on invested funds
$
10,488

$
10,198

$
290

Interest income on loans
64,176

61,010

3,166

Accretion income on loans
78,857

122,466

(43,609
)
Interest expense
7,520

7,933

(413
)
Net interest income
146,001

185,741

(39,740
)
Provision for (recovery of) loan losses
2,896

(2,487
)
5,383

Net interest income after provision for (recovery of) loan losses
143,105

188,228

(45,123
)
Noninterest Income:
Amortization of FDIC receivable for loss share agreements
(15,785
)
(87,884
)
72,099

Service charges on deposits
4,834

5,156

(322
)
Mortgage banking income
835

1,008

(173
)
Gain on sale of investment securities
246

1,081

(835
)
Payroll fee income
3,700

3,143

557

ATM income
2,471

2,448

23

Bank-owned life insurance income
1,334

1,354

(20
)
SBA income
477

166

311

Other
1,490

2,581

(1,091
)
Total noninterest income
(398
)
(70,947
)
70,549

Noninterest Expense:
Salaries and employee benefits
62,093

62,236

(143
)
Occupancy and equipment
9,898

9,767

131

Data processing
7,053

6,087

966

Legal and professional fees
3,440

4,989

(1,549
)
Marketing
1,824

1,504

320

Federal insurance premiums and other regulatory fees
1,420

2,315

(895
)
Loan collection and OREO costs
480

4,339

(3,859
)
Amortization of intangibles
732

1,202

(470
)
Other
6,528

5,528

1,000

Total noninterest expense
93,468

97,967

(4,499
)
Income Before Income Taxes
49,239

19,314

29,925

Income tax expense
18,321

6,567

11,754

Net Income
$
30,918

$
12,747

$
18,171

Net Income Per Share
Basic
$
.96

$
.40

$
.56

Diluted
.92

.38

.54

Weighted Average Shares Outstanding
Basic
32,175,363

31,978,844

196,519

Diluted
33,736,352

33,290,565

445,787


8



����
State Bank Financial Corporation
4Q14 Financial Supplement: Table 5
Condensed Consolidated Composition of Loans and Deposits at Period Ends
Quarterly (Unaudited)
4Q14 change vs
(Dollars�in�thousands)
4Q14
3Q14
2Q14
1Q14
4Q13
3Q14
4Q13
Composition of Loans
Organic loans:
Construction, land & land development
$
310,987

$
324,008

$
271,525

$
259,488

$
251,043

$
(13,021
)
$
59,944

Other commercial real estate
609,478

591,672

616,418

593,260

550,474

17,806

59,004

Total commercial real estate
920,465

915,680

887,943

852,748

801,517

4,785

118,948

Residential real estate
91,448

80,231

75,683

67,896

66,835

11,217

24,613

Owner-occupied real estate
188,933

164,514

167,129

171,221

174,858

24,419

14,075

Commercial, financial & agricultural
90,930

102,417

91,552

66,728

71,006

(11,487
)
19,924

Lease financing
19,959

19,636







323

19,959

Consumer
8,658

9,445

7,997

8,320

9,259

(787
)
(601
)
Total organic loans
1,320,393

1,291,923

1,230,304

1,166,913

1,123,475

28,470

196,918

Purchased non-credit impaired loans(1):
Construction, land & land development
2,166









2,166

2,166

Other commercial real estate
26,793









26,793

26,793

Total commercial real estate
28,959









28,959

28,959

Residential real estate
43,669









43,669

43,669

Owner-occupied real estate
22,743









22,743

22,743

Commercial, financial & agricultural
11,635









11,635

11,635

Consumer
791









791

791

Total purchased non-credit impaired loans
107,797









107,797

107,797

Purchased credit impaired loans:


Construction, land & land development
24,544

25,463

23,851

30,770

35,383

(919
)
(10,839
)
Other commercial real estate
58,680

54,573

54,212

65,599

67,573

4,107

(8,893
)
Total commercial real estate
83,224

80,036

78,063

96,369

102,956

3,188

(19,732
)
Residential real estate
78,793

80,859

86,371

92,509

95,240

(2,066
)
(16,447
)
Owner-occupied real estate
42,168

48,834

43,409

52,791

54,436

(6,666
)
(12,268
)
Commercial, financial & agricultural
1,953

2,790

3,081

4,228

4,289

(837
)
(2,336
)
Consumer
201

283

378

382

573

(82
)
(372
)
Total purchased credit impaired loans
206,339

212,802

211,302

246,279

257,494

(6,463
)
(51,155
)
Total loans
$
1,634,529

$
1,504,725

$
1,441,606

$
1,413,192

$
1,380,969

$
129,804

$
253,560

Composition of Deposits




Noninterest-bearing demand deposits
$
577,295

$
524,634

$
461,434

$
471,414

$
468,138

$
52,661

$
109,157

Interest-bearing transaction accounts
495,966

377,220

387,855

382,697

367,983

118,746

127,983

Savings and money market deposits
954,626

910,488

898,833

903,198

892,136

44,138

62,490

Time deposits less than $100,000
147,462

147,420

155,918

162,002

168,611

42

(21,149
)
Time deposits $100,000 or greater
119,241

107,143

112,705

116,858

124,827

12,098

(5,586
)
Brokered and wholesale time deposits
97,092

89,069

98,468

104,892

106,630

8,023

(9,538
)
Total deposits
$
2,391,682

$
2,155,974

$
2,115,213

$
2,141,061

$
2,128,325

$
235,708

$
263,357

(1) Consists of loans purchased in Bank of Atlanta acquisition.


9



State Bank Financial Corporation
4Q14 Financial Supplement: Table 6
Condensed Consolidated Organic Asset Quality Data
Quarterly (Unaudited)
4Q14 change vs
(Dollars�in�thousands)
4Q14
3Q14
2Q14
1Q14
4Q13
3Q14
4Q13
Nonperforming assets:
Nonaccrual loans
$
1,245

$
740

$
1,063

$
1,265

$
1,396

$
505

$
(151
)
Troubled debt restructurings
4,301

875

875

866

869

3,426

3,432

Total nonperforming organic loans
5,546

1,615

1,938

2,131

2,265

3,931

3,281

Other real estate owned
74

410

729

901

965

(336
)
(891
)
Total nonperforming organic assets
$
5,620

$
2,025

$
2,667

$
3,032

$
3,230

$
3,595

$
2,390

Allowance for loan losses on loans:
Charge-offs
$
1,250

$
87

$
79

$
136

$
67

$
1,163

$
1,183

Recoveries
39

30

106

338

296

9

(257
)
Net charge-offs (recoveries)
$
1,211

$
57

$
(27
)
$
(202
)
$
(229
)
$
1,154

$
1,440

Ratios:
Annualized QTD charge-offs (recoveries) to total average loans
.36
%
.02
%
(.01
)%
(.07
)%
(.08
)%
.34
�%
.44
�%
Nonperforming loans to total loans
.42

.13

.16

.18

.20

.29

.22

Nonperforming assets to loans + ORE
.43

.16

.22

.26

.29

.27

.14

Past due loans to total loans
.17

.10

.13

.14

.09

.07

.08

Allowance for loan losses to loans
1.39

1.46

1.45

1.44

1.48

(.07
)
(.09
)



10



State Bank Financial Corporation
4Q14 Financial Supplement: Table 7
Condensed Consolidated Average Balances and Yield Analysis
Quarterly (Unaudited)
4Q14 change vs
(Dollars�in�thousands)
4Q14
3Q14
2Q14
1Q14
4Q13
3Q14
4Q13
Selected Average Balances
Interest-bearing deposits in other financial institutions
$
450,362

$
476,190

$
490,009

$
518,362

$
489,046

$
(25,828
)
$
(38,684
)
Investment securities
603,101

523,488

481,240

430,696

379,975

79,613

223,126

Loans, excluding purchased credit impaired(1)
1,430,495

1,246,008

1,192,494

1,133,802

1,144,116

184,487

286,379

Purchased credit impaired loans
214,518

215,318

236,178

250,824

258,600

(215,318
)
(258,600
)
Total earning assets
2,698,476

2,461,004

2,399,921

2,333,684

2,271,737

237,472

426,739

Total nonearning assets
159,733

148,772

191,104

246,220

292,468

10,961

(132,735
)
Total assets
2,858,209

2,609,776

2,591,025

2,579,904

2,564,205

248,433

294,004

Interest-bearing transaction accounts
433,545

376,052

376,143

357,988

338,502

57,493

95,043

Savings�& money market deposits
958,782

896,503

892,168

894,994

909,999

62,279

48,783

Time deposits less than $100,000
152,102

151,358

159,296

165,158

173,061

744

(20,959
)
Time deposits $100,000 or greater
154,416

109,472

114,652

122,217

129,384

44,944

25,032

Brokered and wholesale time deposits
86,371

96,743

100,395

106,555

106,676

(10,372
)
(20,305
)
Notes payable
2,775

2,778

3,365

5,212

5,686

(3
)
(2,911
)
FHLB Advances
326









326

326

Securities sold under agreements to repurchase
4,284





727

675

4,284

3,609

Total interest-bearing liabilities
1,792,601

1,632,906

1,646,019

1,652,851

1,663,983

159,695

128,618

Noninterest-bearing deposits
554,350

495,531

465,941

441,875

431,580

58,819

122,770

Other liabilities
50,121

32,357

34,890

46,073

39,148

17,764

10,973

Shareholders equity
461,137

448,982

444,175

439,105

429,494

12,155

31,643

Total liabilities and shareholders' equity
2,858,209

2,609,776

2,591,025

2,579,904

2,564,205

248,433

294,004

Interest Margins (2)




Interest-bearing deposits in other financial institutions
.26
%
.26
%
.26
%
.27
%
.27
%

�%
(.01
)%
Investment securities, tax-equivalent basis(3)
1.73

1.70

1.84

2.03

2.19

.03

(.46
)
Loans, excluding purchased credit impaired, tax-equivalent basis (4)
4.85

5.17

5.19

5.48

5.52

(.32
)
(.67
)
Purchased credit impaired loans
26.12

38.90

29.02

42.91

73.74

(38.90
)
(73.74
)
Total earning assets
5.08
%
6.44
%
5.86
%
7.71
%
11.60
%
(1.36
)%
(6.52
)%
Interest-bearing transaction accounts
.13

.13

.12

.12

.11

(.13
)
(.11
)
Savings�& money market deposits
.46

.46

.45

.44

.43

(.46
)
(.43
)
Time deposits less than $100,000
.50

.51

.53

.54

.55

(.51
)
(.55
)
Time deposits $100,000 or greater
.49

.63

.66

.69

.67

(.63
)
(.67
)
Brokered and wholesale time deposits
1.02

1.08

.95

.93

.93

(1.08
)
(.93
)
Notes payable
9.01

9.00

10.37

11.52

11.44

(9.00
)
(11.44
)
FHLB Advances
1.22









1.22

1.22

Securities sold under agreements to repurchase
.09













Total interest-bearing liabilities
.43

.45

.45

.46

.47

(.45
)
(.47
)
Net interest spread
4.65

5.99

5.41

7.25

11.13

(5.99
)
(11.13
)
Net interest margin
4.80
%
6.14
%
5.55
%
7.38
%
11.26
%
(1.34
)%
(6.46
)%
(1)� Includes average nonaccrual loans of $5.6 million for 4Q14, $1.7 million for 3Q14, $2.0 million for 2Q14, $2.1 million for 1Q14, and $2.6 million for 4Q13.
(2)� Interest income or expense annualized for the applicable period.
(3)� Reflects taxable equivalent adjustments using the federal statutory tax rate of 35% in adjusting interest on tax-exempt securities to a fully taxable basis. The taxable equivalent adjustments included above amount to $4,000 for 4Q14, $7,000 for 3Q14, $11,000 for 2Q14, $11,000 for 1Q14, and $11,000 for 4Q13.
(4)� Reflects taxable equivalent adjustments using the federal statutory tax rate of 35% in adjusting tax-exempt loan interest income to a fully taxable basis. The taxable equivalent adjustments included above amount to $80,000 for 4Q14, $75,000 for 3Q14, $66,000 for 2Q14, $65,000 for 1Q14, and $97,000 for 4Q13.

11
State Bank Financial Corporation 4th Quarter 2014 Earnings Presentation Joe Evans  Chairman and CEO Sheila Ray  Executive Vice President and CFO Kim Childers  Vice Chairman and Executive Risk Officer January 29, 2015


2 Cautionary Note Regarding Forward-Looking Statements Certain statements contained in this presentation that are not statements of historical fact are forward-looking statements. These forward-looking statements, which are based on certain assumptions and describe our future plans, strategies and expectations, can generally be identified by the use of the words may, would, could, will, expect, anticipate, project, believe, intend, plan and estimate, as well as similar expressions. These forward-looking statements include statements related to expected cost savings related to our recent acquisition, the sustainability of our core operating franchise, the strength of our credit metrics on our organic loans, our projected growth, our well-positioned franchise, our execution of strategic priorities, our anticipated future financial performance, and managements long-term performance goals, as well as statements relating to the anticipated effects on results of operations and financial condition from expected developments or events, including projections of future amortization of the FDIC receivable and accretion on loans, the impact of the expiration of loss share agreements, anticipated internal growth, and plans to establish or acquire banks or the assets of failed banks. These forward-looking statements involve significant risks and uncertainties that could cause our actual results to differ materially from those anticipated in such statements. Potential risks and uncertainties include the following: " the reaction to our recent acquisitions of all of the banks customers, employees and counterparties or difficulties related to the transition of services; " general economic conditions (both generally and in our markets) may be less favorable than expected, which could result in, among other things, a continued deterioration in credit quality, a further reduction in demand for credit and a further decline in real estate values; " the general decline in the real estate and lending markets, particularly in our market areas, may continue to negatively affect our financial results; " our ability to raise additional capital may be impaired if current levels of market disruption and volatility continue or worsen; " we may be unable to collect reimbursements on losses that we incur on our assets covered under loss share agreements with the FDIC as we anticipate; " costs or difficulties related to the integration of the banks we may acquire may be greater than expected; " restrictions or conditions imposed by our regulators on our operations may make it more difficult for us to achieve our goals; " legislative or regulatory changes, including changes in accounting standards and compliance requirements, may adversely affect us; " competitive pressures among depository and other financial institutions may increase significantly; " changes in the interest rate environment may reduce margins or the volumes or values of the loans we make or have acquired; " other financial institutions have greater financial resources and may be able to develop or acquire products that enable them to compete more successfully than we can; " our ability to attract and retain key personnel can be affected by the increased competition for experienced employees in the banking industry; " adverse changes may occur in the bond and equity markets; " war or terrorist activities may cause further deterioration in the economy or cause instability in credit markets; " economic, governmental or other factors may prevent the projected population, residential and commercial growth in the markets in which we operate; and " we will or may continue to face the risk factors discussed from time to time in the periodic reports we file with the SEC. For these forward-looking statements, we claim the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995. You should not place undue reliance on the forward-looking statements, which speak only as of the date of this report. All subsequent written and oral forward- looking statements attributable to us or any person acting on our behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this section. We undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. See Item 1A, Risk Factors, in our Annual Report on Form 10-K for the most recently ended fiscal year, for a description of some of the important factors that may affect actual outcomes.


3 Note: Consolidated financial results for 4Q 2014 contained throughout this presentation are unaudited; numbers may not add due to rounding 2014 Results Summary Income Statement Highlights (dollars in thousands, except per share data) 4Q14 3Q14 4Q13 FY 2014 FY 2013 Interest income on invested funds $2,928 $2,545 $2,416 $10,488 $10,198 Interest income on loans 17,416 16,162 15,826 64,176 61,010 Accretion income on loans 14,124 21,110 48,065 78,857 122,466 Interest expense 1,923 1,857 1,961 7,520 7,933 Net interest income 32,545 37,960 64,346 146,001 185,741 Provision for (recovery of) loan losses 1,189 416 (98) 2,896 (2,487) Net interest income after provision for loan losses 31,356 37,544 64,444 143,105 188,228 Accretion (amortization) of FDIC Receivable 1,652 (196) (31,372) (15,785) (87,884) Noninterest income 5,285 3,624 3,990 15,387 16,937 Total noninterest income 6,937 3,428 (27,382) (398) (70,947) Total noninterest expense 25,799 22,510 22,718 93,468 97,967 Income before income taxes 12,494 18,462 14,344 49,239 19,314 Income tax expense 4,909 6,958 4,927 18,321 6,567 Net income $7,585 $11,504 $9,417 $30,918 $12,747 Diluted net income per share .22 .34 .28 .92 .38 Dividends per share .04 .04 .03 .15 .12 Tangible book value per share 13.97 13.83 13.24 Balance Sheet Highlights (period-end) Total Loans $1,634,529 $1,504,725 $1,380,969 Organic 1,320,393 1,291,923 1,123,475 Purchased non-credit impaired 107,797 - - Purchased credit impaired 206,339 212,802 257,494 Total assets 2,882,210 2,647,597 2,605,388 Noninterest-bearing deposits 577,295 524,634 468,138 Total deposits 2,391,682 2,155,974 2,128,325 Shareholders equity 464,095 458,277 437,183


4 Financial Results: Revenue 1 Excludes accretion income on loans 2 Excludes accretion/(amortization) of FDIC receivable � Total interest income (excluding accretion) of $20.3mm increased $1.6mm versus the prior quarter � Noninterest income of $5.3mm in 4Q14, excluding indemnification asset accretion/(amortization), increased versus the prior quarter due primarily to higher prepayment fees on loans, SBA, mortgage and payroll fee income � Payroll fee income increased $175 thousand in the quarter to a record-high $1.1mm ($ i n t h o u sa n d s) ($ i n t h o u sa n d s) ($ i n t h o u sa n d s) 3 Accretion income on loans including accretion/(amortization) of FDIC receivable 15,000 16,000 17,000 18,000 19,000 20,000 21,000 4Q13 1Q14 2Q14 3Q14 4Q14 Interest Income 1 5,000 10,000 15,000 20,000 25,000 4Q13 1Q14 2Q14 3Q14 4Q14 Net PCI Portfolio Revenue 3 0 1,000 2,000 3,000 4,000 5,000 6,000 4Q13 1Q14 2Q14 3Q14 4Q14 Noninterest Income 2 Noninterest Income Gains on Securities


5 Financial Results: Expense 1 Excludes loan collection and OREO costs � Noninterest expense, excluding loan collection and OREO costs, increased primarily due to severance expenses ($1.5mm), the addition of Bank of Atlanta ($1.1mm) and new hires in targeted growth areas � Recorded approximately $306 thousand of merger-related expenses in the fourth quarter � We expect an additional $315 thousand of cost savings in 1Q15 related to Bank of Atlanta conversion ($ i n t h o u sa n d s) ($ i n t h o u sa n d s) � Gains on sales of OREO properties exceeded loan collection and OREO costs for the third consecutive quarter (200) 0 200 400 600 800 1,000 4Q13 1Q14 2Q14 3Q14 4Q14 Loan Collection and OREO Costs 10,000 15,000 20,000 25,000 30,000 4Q13 1Q14 2Q14 3Q14 4Q14 Noninterest Expense 1 Noninterest Expense One-time/Noncore Expense


6 Financial Results: Earning Assets ($ i n mi llio n s) ($ i n mi llio n s) ($ i n mi llio n s) 1 Organic loans; excludes purchased loans Note: New loan originations include new loans funded and net loan advances on existing commitments. Paydowns include payoffs, amortization and principal payments. 0 50 100 150 200 250 300 350 1Q13 2Q13 3Q13 4Q13 1Q14 2Q14 3Q14 4Q14 Paydowns 1 0 200 400 600 800 1,000 1,200 1,400 1,600 1Q10 2Q 3Q 4Q 1Q11 2Q 3Q 4Q 1Q12 2Q 3Q 4Q 1Q13 2Q 3Q 4Q 1Q14 2Q 3Q 4Q Total Loan Portfolio Organic & Purchased Non-Credit Impaired Purchased Credit Impaired 0 50 100 150 200 250 300 350 1Q13 2Q13 3Q13 4Q13 1Q14 2Q14 3Q14 4Q14 New Loan Fundings 1


7 Financial Results: Funding � Continued focus on increasing transaction deposits, which include NIB demand deposits and IB transaction accounts � Period-end transaction deposit accounts increased $198mm in 2014 (excluding Bank of Atlanta) � Noninterest-bearing demand deposits make up over 24% of total deposits ($ i n mi llio n s) � Total cost of funds of 33 bps is down 2 bps from the prior quarter and down 4 bps from the prior year period � Cost of funds of 13 bps on interest-bearing transaction accounts � Deposit funding mix continues to improve, contributing to low cost of funds 1.82% .33% 0.0% 0.5% 1.0% 1.5% 2.0% 1Q10 2Q 3Q 4Q 1Q11 2Q 3Q 4Q 1Q12 2Q 3Q 4Q 1Q13 2Q 3Q 4Q 1Q14 2Q 3Q 4Q Cost of Funds 0 200 400 600 800 1,000 1,200 1Q10 2Q 3Q 4Q 1Q11 2Q 3Q 4Q 1Q12 2Q 3Q 4Q 1Q13 2Q 3Q 4Q 1Q14 2Q 3Q 4Q Transaction Deposit Accounts Noninterest-bearing Interest-bearing


8 Significant Revenue Remaining from Purchased Portfolios � As of the end of 4Q14, there remains $120mm of accretable discount to be recognized as loan accretion income � The timing of revenue recognition will continue to be somewhat uneven due to the timing of future loan pool closeouts ($ i n mi llio n s) Significant Future Benefit � Total FDIC receivable (indemnification asset) of $22mm remaining at the end of 4Q14 � FDIC clawback of $5.7mm is shown in other liabilities on the balance sheet � Successfully managed fifth-year anniversary of three loss share agreements (8 charters) in 2014 ($ i n mi llio n s) Limited Future Headwind 185 156 140 131 120 0 50 100 150 200 250 4Q13 1Q14 2Q14 3Q14 4Q14 Accretable Discount 108 70 45 26 22 0 50 100 150 200 4Q13 1Q14 2Q14 3Q14 4Q14 FDIC Receivable


9 0.00% 0.05% 0.10% 0.15% 0.20% 0.25% 0.30% 4Q13 1Q14 2Q14 3Q14 4Q14 Organic Past Due Loan Ratio 1 Total Past Due Loans / Organic Loans ($ i n t h o u sa n d s) Credit: Organic Portfolio � Past due loans represent .17% of total organic loans � Total NPAs of $5.6mm as of 4Q14, representing .43% of organic loans and OREO � Allowance to organic loans is 1.39% at the end of 4Q14 N PL % ALL % N PA s / Orga n ic L o an s 1 Total past due loans include 30  89 day and 90+ day loans past due 0.00% 0.20% 0.40% 0.60% 0.80% 1.00% 0 2,000 4,000 6,000 8,000 10,000 4Q13 1Q14 2Q14 3Q14 4Q14 Organic Nonperforming Assets NPLs OREO NPAs / Organic Loans 0.00% 0.50% 1.00% 1.50% 2.00% 0.00% 0.20% 0.40% 0.60% 0.80% 4Q13 1Q14 2Q14 3Q14 4Q14 Organic Credit Ratios NPLs to Loans ALL to Loans


10 Credit: OREO ($ i n t h o u sa n d s) ($ i n t h o u sa n d s) ($ i n t h o u sa n d s) � OREO balances declined 44% linked-quarter and 82% year-over-year to end 4Q14 at $8.6mm � New OREO inflows declined for the fifth straight quarter � Nearly 90 OREO properties sold in the fourth quarter of 2014 and over 400 sold in 2014 0 10,000 20,000 30,000 40,000 50,000 60,000 4Q13 1Q14 2Q14 3Q14 4Q14 Total OREO Balances 0 5,000 10,000 15,000 20,000 25,000 30,000 4Q13 1Q14 2Q14 3Q14 4Q14 Total OREO Sales 0 5,000 10,000 15,000 20,000 25,000 4Q13 1Q14 2Q14 3Q14 4Q14 Total OREO Inflows


11 Summary Results Well Positioned Franchise Executing on Strategic Priorities � Efficient network in attractive markets � Management depth � Capital levels to support growth � Improving run-rate efficiency � Increasing noninterest income through expanded products and services � Leveraging treasury / payments expertise to enhance transaction deposit accounts � Prudently growing earning assets Profile � One of Georgias best-capitalized banking companies with operations in Atlanta, Middle Georgia and Augusta � Completed two healthy bank acquisitions that were announced in 2014; successful conversion of Bank of Atlanta completed in December 2014 � Treasury / payments expertise � Low cost deposit base � Strong credit metrics � Effectively grew organic loans while maintaining exceptional credit metrics � Continued improvement in deposit funding mix � Strong infrastructure in operations, compliance and risk management




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