8K Cover page 06.30.14

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): July 24, 2014

State Bank Financial Corporation

(Exact name of registrant as specified in its charter)

(State or other jurisdiction of incorporation)



000-54056		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)

(Registrant’s 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 July 24, 2014, State Bank Financial Corporation, the holding company for State Bank and Trust Company, issued a press release announcing its unaudited financial results for the second quarter ended June 30, 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 1:00 PM EDT on July 24, 2014 is attached hereto to this Current Report on Form 8-K as Exhibit 99.2. The slide presentation is also available on the company’s 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 8.01. Other Events

For the purposes of Rule 425 under the Securities Act, the information contained in the press release and the slide presentation furnished herewith as Exhibit 99.1 and Exhibit 99.2, respectively, relating solely to the proposed merger between State Bank Financial Corporation and Georgia-Carolina Bancshares, Inc. (“Georgia-Carolina”) is being filed under this Item 8.01.

Additional Information About the Merger and Where to Find It

In connection with the proposed merger transaction, State Bank Financial Corporation will file a registration statement on Form S-4 with the SEC to register State Bank Financial Corporation’s shares that will be issued to Georgia-Carolina’s shareholders in connection with the transaction. The registration statement will include a proxy statement of Georgia-Carolina and a prospectus of State Bank Financial Corporation, as well as other relevant documents concerning the proposed transaction. The registration statement and the proxy statement/prospectus to be filed with the SEC related to the proposed transaction will contain important information about State Bank Financial Corporation, Georgia-Carolina and the proposed transaction and related matters. WE URGE SECURITY HOLDERS TO READ THE REGISTRATION STATEMENT AND PROXY/PROSPECTUS WHEN IT BECOMES AVAILABLE (AND ANY OTHER DOCUMENTS FILED WITH THE SEC IN CONNECTION WITH THE TRANSACTION OR INCORPORATED BY REFERENCE INTO THE REGISTRATION STATEMENT AND PROXY/PROSPECTUS) BECAUSE THOSE DOCUMENTS WILL CONTAIN IMPORTANT INFORMATION. Security holders may obtain free copies of these documents and other documents filed with the SEC on the SEC’s website at http://www.sec.gov. Security holders may also obtain free copies of the documents filed with the SEC by State Bank Financial Corporation at its website at http://www.statebt.com (which website is not incorporated herein by reference) or by contacting Jeremy Lucas by telephone at 404.239.8626. Security holders may also obtain free copies of the documents filed with the SEC by Georgia-Carolina at its website at https://www.firstbankofga.com (which website is not incorporated herein by reference) or by contacting Thomas J. Flournoy by telephone at 706.731.6622.

State Bank Financial Corporation, Georgia-Carolina and their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from the shareholders of Georgia-Carolina in connection with the proposed merger. Information regarding these persons who may, under the rules of the SEC, be considered participants in the solicitation of shareholders in connection with the proposed merger will be provided in the proxy statement/prospectus described above when it is filed with the SEC. Additional information regarding each of State Bank Financial Corporation’s and Georgia-Carolina’s respective directors and executive officers, including shareholdings, is included in State Bank Financial Corporation’s definitive proxy statement for 2014, which was filed with the SEC on April 11, 2014, and Georgia-Carolina’s definitive proxy statement for 2014, which was filed with the SEC on April 14, 2014. You can obtain free copies of this document from State Bank Financial Corporation or Georgia-Carolina, respectively, using the contact information above.

Item 9.01. Financial Statements and Exhibits



Exhibit No.		Exhibit
99.1		Press Release dated July 24, 2014
99.2		Slide Presentation dated July 24, 2014

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: 7/24/2014	By:	/s/ Thomas L. Callicutt, Jr.
		Thomas L. Callicutt, Jr.
		Chief Financial Officer

Media Contact: David Rubinger 404.502.1240 / david.rubinger@statebt.com

Investor Relations Contact: Jeremy Lucas 404.239.8626 / jeremy.lucas@statebt.com

State Bank Financial Corporation Reports Second Quarter Financial Results

Second quarter 2014 net income of $7.5 million, or $.22 per diluted share

Solid organic loan growth and lower noninterest expenses

Signed two definitive merger agreements

ATLANTA, GA, July 24, 2014 - State Bank Financial Corporation (NASDAQ: STBZ) today announced unaudited financial results for the quarter ended June 30, 2014. Net income for the second quarter of 2014 was $7.5 million, compared to net income of $137,000 for the second quarter of 2013 and net income of $4.3 million for the first quarter of 2014. Fully diluted earnings per share were $.22 in the second quarter of 2014 compared to $.00 in the second quarter of 2013 and $.13 in the first quarter of 2014.

Joe Evans, Chairman and CEO, commented, "Today marks the fifth anniversary of State Bank as well as the expiration of the loss share coverage under our commercial loss share agreements for our first acquisition, and I could not be more pleased with where we stand. As our second quarter results reflect, we believe we are exiting loss share very successfully and are continuing to make solid progress in building the core bank as we announced two healthy bank acquisitions that will enhance our current franchise and expand our brand into a new market. I look forward to continuing our positive momentum in the second half of the year."

Operating Highlights

Net interest income was $33.1 million in the second quarter of 2014, down from $42.4 million in the first quarter of 2014 and $41.6 million in the second quarter of 2013 due to lower accretion income on covered loans. Accretion income on covered loans was $17.1 million in the second quarter of 2014, down from $26.5 million in the first quarter of 2014. The higher accretion income in the previous quarter was due primarily to gains on covered loan pools that closed out in the first quarter of 2014. Interest income on noncovered loans for the second quarter of 2014 was $15.4 million, up from $15.3 million in the prior quarter and $15.1 million in the second quarter of 2013. The yield on noncovered loans decreased to 5.20% in the second quarter of 2014 primarily as a result of payoffs from higher-yielding commercial real estate loans as well as lower yields on new fundings. Interest expense of $1.8 million in the second quarter of 2014 was down versus the prior quarter and the prior year period. Cost of funds for the second quarter of 2014 of 35 basis points was down two basis points from the prior quarter and the prior year period.

The noncovered loan portfolio continued to perform well in the second quarter of 2014 as recoveries were greater than charge-offs for the third consecutive quarter. The provision for loan losses on noncovered

loans was $1.0 million in the second quarter of 2014 and was primarily attributable to organic loan growth. The provision on covered loans, net of the FDIC benefit, was a negative $299 thousand in the second quarter of 2014 due to actual cash flows on covered loans exceeding estimated cash flows.

Noninterest income excluding amortization of the FDIC receivable for loss share agreements, which we refer to as the indemnification asset, was $3.3 million for the second quarter of 2014, up from $3.1 million in the first quarter of 2014 primarily due to increases in service charges on deposits, ATM and other income. Total noninterest income for the second quarter of 2014, which includes amortization of the indemnification asset, was $1.4 million compared to negative $12.2 million in the first quarter of 2014 and negative $16.5 million in the second quarter of 2013.

Amortization of the indemnification asset negatively impacted noninterest income by $1.9 million in the second quarter of 2014 compared to $15.3 million in the first quarter of 2014 and $20.8 million in the second quarter of 2013. As of June 30, 2014, we are currently projecting $20 million of scheduled amortization of the indemnification asset with an estimated weighted average life of four quarters, versus $140 million of scheduled loan accretion income with an estimated weighted average life of ten quarters.

Total noninterest expense for the second quarter of 2014 was $22.1 million, down $1.0 million from the first quarter of 2014 and $3.4 million from the second quarter of 2013. Salary and benefit costs decreased $502 thousand in the quarter to $14.6 million for the second quarter of 2014. Loan collection and OREO costs decreased $656 thousand as we experienced a net recovery of $32 thousand in the second quarter of 2014. The second quarter included approximately $265 thousand of merger expenses related to the two acquisitions in the quarter.

Total assets at June 30, 2014 were $2.58 billion, down from $2.62 billion at March 31, 2014 and $2.61 billion at June 30, 2013. Loans not covered by loss share agreements with the FDIC increased to $1.23 billion at June 30, 2014, a net increase of $63.4 million from the first quarter of 2014. Noncovered loans comprise 85.3% of total gross loans at June 30, 2014. Total net loans were $1.41 billion at June 30, 2014, up $28.8 million from the first quarter of 2014 but down $17.4 million from the second quarter of 2013 as covered loans have declined $122.4 million since the second quarter of 2013.

Total deposits at June 30, 2014 were $2.12 billion, down from $2.14 billion at the end of the first quarter of 2014 and $2.13 billion at the end of the second quarter of 2013. Noninterest-bearing deposits increased $31.5 million from the second quarter of 2013. Period-end noninterest-bearing deposits represented 21.8% of total deposits as of June 30, 2014. Average noninterest-bearing deposits, which increased for the ninth consecutive quarter, were up $24.1 million from the first quarter of 2014 and $55.3 million from the second quarter of 2013.

Tangible book value per share was $13.58 at the end of the second quarter of 2014. State Bank Financial Corporation continues to be well capitalized, ending the quarter with a leverage ratio of 16.84% and a Tier I risk-based capital ratio of 27.06%.

On April 28, 2014, we announced the signing of a definitive agreement with Atlanta Bancorporation, Inc. and its wholly-owned subsidiary, Bank of Atlanta. Upon closing of the transaction, Atlanta Bancorporation will merge into State Bank Financial Corporation, immediately followed by the merger of Bank of Atlanta into State Bank and Trust Company, a wholly-owned subsidiary of State Bank Financial Corporation. Bank of Atlanta is headquartered in midtown Atlanta and operates one additional banking office in Duluth, Georgia. At March 31, 2014, Bank of Atlanta had approximately $198 million of total assets, $123 million of loans and $161 million of deposits. State Bank Financial Corporation has agreed to pay approximately $25 million in cash for all outstanding shares of Atlanta Bancorporation. The agreement has been unanimously approved by the Boards of Directors of both companies and is expected to close no later than the fourth quarter of 2014. Completion of the transaction is subject to certain closing conditions, including customary regulatory approvals. The transaction was approved by shareholders of Atlanta Bancorporation on June 25, 2014.

On June 24, 2014, we announced the signing of a definitive agreement with Georgia-Carolina Bancshares, Inc. and its wholly-owned subsidiary, First Bank of Georgia, in a cash and stock transaction with a purchase price of approximately $82 million, or $22.35 per share. The transaction value at the time of the merger may change due to fluctuations in the price of State Bank Financial Corporation common stock. First Bank of Georgia is headquartered in Augusta, Georgia and operates seven banking offices in the Augusta market and mortgage origination offices in the Augusta and Savannah, Georgia markets. At March 31, 2014, First Bank of Georgia had approximately $523 million of total assets, $317 million of loans and $428 million of deposits. The agreement has been unanimously approved by the Boards of Directors of both companies and is anticipated to close in the first quarter of 2015. Completion of the transaction is subject to certain closing conditions, including customary regulatory approvals and the approval by the shareholders of Georgia-Carolina Bancshares.

Supplemental tables displaying financial results for the second quarter of 2014, the previous four quarters and the first half of 2014 are included with this press release.

State Bank Chief Executive Officer Joe Evans, Chief Financial Officer Tom Callicutt and Executive Risk Officer Kim Childers will discuss financial and business results for the quarter on a conference call today at 1:00 p.m. EDT. The dial in number is 1.800.754.1336. Please dial in 10 minutes prior to the start of the call to register. You will be asked to provide your name and affiliation/company to join 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 the holding company for State Bank and Trust Company, one of Georgia's best-capitalized banks, with approximately $2.6 billion in assets as of June 30, 2014. State Bank has locations in Metro Atlanta and Middle Georgia.

To learn more about State Bank, visit www.statebt.com

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 expectations with respect to the impact of the expiration of our loss share agreements, including our ability to exit loss share coverage successfully, scheduled amortization of the FDIC receivable for loss share agreements and accretion on covered loans, our ability to continue to build our core franchise, our strategic plan, including projections and expectations of future growth, and expectations with respect to our proposed merger transactions, including the expected timing, completion and other effects of the proposed transactions. 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 acquisition transactions, 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, and, with respect to the proposed transactions, the inability to obtain the requisite regulatory approvals and meet other closing terms and conditions, 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 year ended December 31, 2013, for a description of some of the important factors that may affect actual outcomes.

Addition Information About the Merger and Where to Find It

In connection with the proposed merger transaction with Georgia-Carolina Bancshares, Inc., State Bank Financial Corporation will file a registration statement on Form S-4 with the SEC to register State Bank Financial Corporation’s shares that will be issued to Georgia-Carolina Bancshares, Inc.’s shareholders in connection with the transaction. The registration statement will include a proxy statement of Georgia-Carolina Bancshares, Inc. and a prospectus of State Bank Financial Corporation, as well as other relevant documents concerning the proposed transaction. The registration statement and the proxy statement/prospectus to be filed with the SEC related to the proposed transaction will contain important information about State Bank Financial Corporation, Georgia-Carolina Bancshares, Inc. and the proposed transaction and related matters. WE URGE SECURITY HOLDERS TO READ THE REGISTRATION STATEMENT AND PROXY/PROSPECTUS WHEN IT BECOMES AVAILABLE (AND ANY OTHER DOCUMENTS FILED WITH THE SEC IN CONNECTION WITH THE TRANSACTION OR INCORPORATED BY REFERENCE INTO THE REGISTRATION STATEMENT AND PROXY/PROSPECTUS) BECAUSE THOSE DOCUMENTS WILL CONTAIN IMPORTANT INFORMATION. Security holders may obtain free copies of these documents and other documents filed with the SEC on the SEC’s website at http://www.sec.gov. Security holders may also obtain free copies of the documents filed with the SEC by State Bank Financial Corporation at its website at https://www.statebt.com (which website is not incorporated herein by reference) or by contacting Jeremy Lucas by telephone at 404.239.8626. Security holders may also obtain free copies of the documents filed with the SEC by Georgia-Carolina Bancshares, Inc. at its website at https://www.firstbankofga.com (which website is not incorporated herein by reference) or by contacting Thomas J. Flournoy by telephone at 706.731.6622.

State Bank Financial Corporation, Georgia-Carolina Bancshares, Inc. and their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from the shareholders of Georgia-Carolina Bancshares, Inc. in connection with the proposed merger. Information regarding these persons who may, under the rules of the SEC, be considered participants in the solicitation of shareholders in connection with the proposed merger will be provided in the proxy statement/prospectus described above when it is filed with the SEC. Additional information regarding each of State Bank Financial Corporation’s and Georgia-Carolina Bancshares, Inc.’s respective directors and executive officers, including shareholdings, is included in State Bank Financial Corporation’s definitive proxy statement for 2014, which was filed with the SEC on April 11, 2014, and Georgia-Carolina Bancshares, Inc.’s definitive proxy statement for 2014, which was filed with the SEC on April 14, 2014. You can obtain free copies of this document from State Bank Financial Corporation or Georgia-Carolina Bancshares, Inc., respectively, using the contact information above.

State Bank Financial Corporation 2Q14 Financial Supplement: Table 1 Condensed Consolidated Financial Summary Results Quarterly (Unaudited)

																2Q14 change vs
(Dollars in thousands, except per share amounts)	2Q14			1Q14			4Q13			3Q13			2Q13			1Q14			2Q13
Income Statement Highlights
Total interest income on invested funds	$	2,522		$	2,493		$	2,416		$	2,587		$	2,693		$	29		$	(171	)
Interest income on noncovered loans, including fees	15,380			15,275			15,861			15,800			15,141			105			239
Accretion income on covered loans	17,087			26,536			48,065			27,978			25,787			(9,449		)	(8,700		)
Total interest expense	1,846			1,894			1,961			1,981			1,995			(48		)	(149		)
Net interest income	33,143			42,410			64,381			44,384			41,626			(9,267		)	(8,483		)
Provision for loan losses (noncovered loans)	1,000			—			—			905			665			1,000			335
Provision for loan losses (covered loans)	(299		)	590			(98		)	(636		)	(1,288		)	(889		)	989
Amortization of FDIC receivable for loss share agreements	(1,949		)	(15,292		)	(31,372		)	(18,971		)	(20,762		)	13,343			18,813
Noninterest income	3,318			3,103			3,955			4,471			4,224			215			(906		)
Noninterest expense	22,076			23,083			22,718			23,124			25,461			(1,007		)	(3,385		)
Income before income taxes	11,735			6,548			14,344			6,491			250			5,187			11,485
Income tax expense	4,228			2,226			4,927			2,142			113			2,002			4,115
Net income	$	7,507		$	4,322		$	9,417		$	4,349		$	137		$	3,185		$	7,370
Per Common Share Data
Basic net income per share	$	.23		$	.13		$	.29		$	.14		$	—		$	.10		$	.23
Diluted net income per share	.22			.13			.28			.13			—			.09			.22
Cash dividends declared per share	.04			.03			.03			.03			.03			.01			.01
Book value per share at period end	13.95			13.74			13.62			13.36			13.34			.21			.61
Tangible book value per share at period end	13.58			13.36			13.24			12.97			12.94			.22			.64
Market price at period end	16.91			17.69			18.19			15.87			15.03			(.78		)	1.88
Period end shares outstanding	32,130,645			32,123,645			32,094,145			32,076,645			31,926,331			7,000			204,314
Weighted Average Shares Outstanding:
Basic	32,126,260			32,094,473			32,086,781			31,998,901			31,918,677			31,787			207,583
Diluted	33,589,797			33,644,135			33,519,550			33,296,650			33,124,681			(54,338		)	465,116
Average Balance Sheet Highlights
Noncovered loans, net of unearned income	$	1,192,494		$	1,133,802		$	1,144,116		$	1,140,052		$	1,083,549		$	58,692		$	108,945
Covered loans	236,178			250,824			258,600			305,487			351,955			(14,646		)	(115,777		)
Loans, net of unearned income	1,428,672			1,384,626			1,402,716			1,445,539			1,435,504			44,046			(6,832		)
Assets	2,585,908			2,575,216			2,559,725			2,561,802			2,644,241			10,692			(58,333		)
Deposits	2,108,595			2,088,787			2,089,202			2,077,170			2,147,653			19,808			(39,058		)
Liabilities	2,141,733			2,136,111			2,130,231			2,134,590			2,217,002			5,622			(75,269		)
Equity	444,175			439,105			429,494			427,212			427,239			5,070			16,936
Tangible common equity	432,073			426,828			417,030			414,516			414,181			5,245			17,892
Key Metrics (1)
Return on average assets	1.16		%	.68		%	1.46		%	.67		%	.02		%	.48		%	1.14		%
Return on average equity	6.78			3.99			8.70			4.04			.13			2.79			6.65
Yield on earning assets	5.86			7.71			11.60			8.30			7.75			(1.85		)	(1.89		)
Cost of funds	.35			.37			.37			.38			.37			(.02		)	(.02		)
Rate on interest-bearing liabilities	.45			.46			.47			.47			.46			(.01		)	(.01		)
Net interest margin	5.55			7.38			11.26			7.95			7.40			(1.83		)	(1.85		)
Average equity to average assets	17.18			17.05			16.78			16.68			16.16			.13			1.02
Leverage ratio	16.84			16.67			16.55			16.20			15.57			.17			1.27
Tier I risk-based capital ratio	27.06			27.20			27.85			26.18			25.88			(.14		)	1.18
Total risk-based capital ratio	28.32			28.47			29.11			27.44			27.14			(.15		)	1.18
Efficiency ratio	63.82			76.19			61.28			77.16			101.14			(12.37		)	(37.32		)
Average loans to average deposits	67.75			66.29			67.14			69.59			66.84			1.46			.91
Noninterest-bearing deposits to total deposits	21.82			22.02			22.00			20.50			20.22			(.20		)	1.60
Nonperforming loans to total noncovered loans (2)	.16			.18			.20			.25			.32			(.02		)	(.16		)
Nonperforming assets to loans + ORE:
Noncovered	.22			.26			.29			.33			.42			(.04		)	(.20		)
Covered	9.90			13.23			15.22			15.11			13.56			(3.33		)	(3.66		)

(1) Income calculated on a fully tax-equivalent basis.

(2) The ratio of nonperforming covered loans to total covered loans is not presented, as there are no covered loans designated as nonperforming.

State Bank Financial Corporation 2Q14 Financial Supplement: Table 2 Condensed Consolidated Balance Sheets Quarterly (Unaudited)

																2Q14 change vs
(Dollars in thousands)	2Q14			1Q14			4Q13			3Q13			2Q13			1Q14			2Q13
Assets
Cash and amounts due from depository institutions	$	8,333		$	7,314		$	8,518		$	7,888		$	6,783		$	1,019		$	1,550
Interest-bearing deposits in other financial institutions	499,400			549,593			590,231			399,267			430,937			(50,193		)	68,463
Cash and cash equivalents	507,733			556,907			598,749			407,155			437,720			(49,174		)	70,013
Investment securities available-for-sale	494,874			454,053			387,048			374,838			370,146			40,821			124,728
Loans receivable:
Noncovered under FDIC loss share agreements	1,230,304			1,166,913			1,123,475			1,164,854			1,123,122			63,391			107,182
Covered under FDIC loss share agreements	211,302			246,279			257,494			290,077			333,683			(34,977		)	(122,381		)
Allowance for loan losses (noncovered loans)	(17,885		)	(16,858		)	(16,656		)	(16,427		)	(15,805		)	(1,027		)	(2,080		)
Allowance for loan losses (covered loans)	(17,722		)	(19,182		)	(17,409		)	(12,075		)	(17,630		)	1,460			(92		)
Net loans	1,405,999			1,377,152			1,346,904			1,426,429			1,423,370			28,847			(17,371		)
Mortgage loans held for sale	726			1,552			897			885			753			(826		)	(27		)
Other real estate owned:
Noncovered under FDIC loss share agreements	729			901			965			974			1,097			(172		)	(368		)
Covered under FDIC loss share agreements	23,209			37,536			46,222			51,651			52,345			(14,327		)	(29,136		)
Premises and equipment, net	34,820			34,592			33,318			33,988			34,856			228			(36		)
Goodwill	10,381			10,381			10,381			10,381			10,381			—			—
Other intangibles, net	1,663			1,824			1,986			2,150			2,449			(161		)	(786		)
FDIC receivable for loss share agreements, net	39,250			65,248			103,160			156,549			210,557			(25,998		)	(171,307		)
Other assets	60,896			77,232			71,075			62,101			64,023			(16,336		)	(3,127		)
Total assets	$	2,580,280		$	2,617,378		$	2,600,705		$	2,527,101		$	2,607,697		$	(37,098	)	$	(27,417	)
Liabilities and Shareholders’ Equity
Noninterest-bearing deposits	$	461,434		$	471,414		$	468,138		$	420,269		$	429,960		$	(9,980	)	$	31,474
Interest-bearing deposits	1,653,779			1,669,647			1,660,187			1,629,642			1,696,124			(15,868		)	(42,345		)
Total deposits	2,115,213			2,141,061			2,128,325			2,049,911			2,126,084			(25,848		)	(10,871		)
Securities sold under agreements to repurchase	—			—			1,216			1,082			3,576			—			(3,576		)
Notes payable	2,779			4,371			5,682			5,690			5,698			(1,592		)	(2,919		)
Other liabilities	13,981			30,507			28,299			41,825			46,413			(16,526		)	(32,432		)
Total liabilities	2,131,973			2,175,939			2,163,522			2,098,508			2,181,771			(43,966		)	(49,798		)
Total shareholders’ equity	448,307			441,439			437,183			428,593			425,926			6,868			22,381
Total liabilities and shareholders’ equity	$	2,580,280		$	2,617,378		$	2,600,705		$	2,527,101		$	2,607,697		$	(37,098	)	$	(27,417	)
Capital Ratios
Average equity to average assets	17.18		%	17.05		%	16.78		%	16.68		%	16.16		%	.13		%	1.02		%
Leverage ratio	16.84			16.67			16.55			16.20			15.57			.17			1.27
Tier I risk-based capital ratio	27.06			27.20			27.85			26.18			25.88			(.14		)	1.18
Total risk-based capital ratio	28.32			28.47			29.11			27.44			27.14			(.15		)	1.18

State Bank Financial Corporation 2Q14 Financial Supplement: Table 3 Condensed Consolidated Income Statements Quarterly (Unaudited)

																2Q14 change vs
(Dollars in thousands, except per share amounts)	2Q14			1Q14			4Q13			3Q13			2Q13			1Q14			2Q13
Total interest income on invested funds	$	2,522		$	2,493		$	2,416		$	2,587		$	2,693		$	29		$	(171	)
Interest income on noncovered loans, including fees	15,380			15,275			15,861			15,800			15,141			105			239
Accretion income on covered loans	17,087			26,536			48,065			27,978			25,787			(9,449		)	(8,700		)
Total interest expense	1,846			1,894			1,961			1,981			1,995			(48		)	(149		)
Net interest income	33,143			42,410			64,381			44,384			41,626			(9,267		)	(8,483		)
Provision for loan losses (noncovered loans)	1,000			—			—			905			665			1,000			335
Provision for loan losses (covered loans)	(299		)	590			(98		)	(636		)	(1,288		)	(889		)	989
Net interest income after provision for loan losses	32,442			41,820			64,479			44,115			42,249			(9,378		)	(9,807		)
Noninterest Income:
Amortization of FDIC receivable for loss share agreements	(1,949		)	(15,292		)	(31,372		)	(18,971		)	(20,762		)	13,343			18,813
Service charges on deposits	1,196			1,158			1,304			1,353			1,284			38			(88		)
Mortgage banking income	163			159			153			260			289			4			(126		)
Gain on sale of investment securities	12			11			—			717			—			1			12
Payroll fee income	822			953			879			727			705			(131		)	117
ATM income	636			590			604			604			635			46			1
Bank-owned life insurance income	329			329			333			342			335			—			(6		)
Other	160			(97		)	682			468			976			257			(816		)
Total noninterest income	1,369			(12,189		)	(27,417		)	(14,500		)	(16,538		)	13,558			17,907
Noninterest Expense:
Salaries and employee benefits	14,575			15,077			14,500			14,794			15,547			(502		)	(972		)
Occupancy and equipment	2,314			2,529			2,330			2,431			2,550			(215		)	(236		)
Legal and professional fees	996			1,014			1,154			954			1,280			(18		)	(284		)
Marketing	548			332			369			457			350			216			198
Federal deposit insurance premiums and other regulatory fees	337			334			303			939			604			3			(267		)
Loan collection and OREO costs	(32		)	624			733			374			1,944			(656		)	(1,976		)
Data processing	1,714			1,672			1,595			1,551			1,504			42			210
Amortization of intangibles	161			162			164			299			369			(1		)	(208		)
Other	1,463			1,339			1,570			1,325			1,313			124			150
Total noninterest expense	22,076			23,083			22,718			23,124			25,461			(1,007		)	(3,385		)
Income Before Income Taxes	11,735			6,548			14,344			6,491			250			5,187			11,485
Income tax expense	4,228			2,226			4,927			2,142			113			2,002			4,115
Net Income	$	7,507		$	4,322		$	9,417		$	4,349		$	137		$	3,185		$	7,370
Basic Net Income Per Share	$	.23		$	.13		$	.29		$	.14		$	—		$	.10		$	.23
Diluted Net Income Per Share	.22			.13			.28			.13			—			.09			.22
Weighted Average Shares Outstanding:
Basic	32,126,260			32,094,473			32,086,781			31,998,901			31,918,677			31,787			207,583
Diluted	33,589,797			33,644,135			33,519,550			33,296,650			33,124,681			(54,338		)	465,116



State Bank Financial Corporation 2Q14 Financial Supplement: Table 4 Condensed Consolidated Income Statements Year to Date (Unaudited)
	Six Months Ended June 30						YTD Change
(Dollars in thousands, except per share amounts)	2014			2013			YTD Change
Total interest income on invested funds	$	5,015		$	5,195		$	(180	)
Interest income on noncovered loans, including fees	30,655			29,515			1,140
Accretion income on covered loans	43,623			46,423			(2,800		)
Total interest expense	3,740			3,991			(251		)
Net interest income	75,553			77,142			(1,589		)
Provision for loan losses (noncovered loans)	1,000			1,015			(15		)
Provision for loan losses (covered loans)	291			(3,673		)	3,964
Net interest income after provision for loan losses	74,262			79,800			(5,538		)
Noninterest Income:
Amortization of FDIC receivable for loss share agreements	(17,241		)	(37,541		)	20,300
Service charges on deposits	2,354			2,499			(145		)
Mortgage banking income	322			595			(273		)
Gain on sale of investment securities	23			364			(341		)
Payroll fee income	1,775			1,537			238
ATM income	1,226			1,240			(14		)
Bank-owned life insurance income	658			679			(21		)
Other	63			1,431			(1,368		)
Total noninterest income	(10,820		)	(29,196		)	18,376
Noninterest Expense:
Salaries and employee benefits	29,652			32,942			(3,290		)
Occupancy and equipment	4,843			5,006			(163		)
Legal and professional fees	2,010			2,881			(871		)
Marketing	880			678			202
Federal insurance premiums and other regulatory fees	671			1,073			(402		)
Loan collection and OREO costs	592			3,232			(2,640		)
Data processing	3,386			2,941			445
Amortization of intangibles	323			739			(416		)
Other	2,802			2,633			169
Total noninterest expense	45,159			52,125			(6,966		)
Income (Loss) Before Income Taxes	18,283			(1,521		)	19,804
Income tax expense (benefit)	6,454			(502		)	6,956
Net Income (Loss)	$	11,829		$	(1,019	)	$	12,848
Basic Net Income (Loss) Per Share	$	.37		$	(.03	)	$	.40
Diluted Net Income (Loss) Per Share	.35			(.03		)	.38
Weighted Average Shares Outstanding:
Basic	32,110,454			31,913,754			196,700
Diluted	33,617,054			31,913,754			1,703,300

State Bank Financial Corporation 2Q14 Financial Supplement: Table 5 Condensed Consolidated Composition of Loans and Deposits at Period Ends Quarterly (Unaudited)

											2Q14 change vs
(Dollars in thousands)	2Q14		1Q14		4Q13		3Q13		2Q13		1Q14			2Q13
Composition of Loans
Noncovered loans:
Construction, land & land development	$	271,525	$	259,488	$	251,043	$	285,855	$	295,756	$	12,037		$	(24,231	)
Other commercial real estate	616,418		593,260		550,474		552,579		508,620		23,158			107,798
Total commercial real estate	887,943		852,748		801,517		838,434		804,376		35,195			83,567
Commercial & industrial	55,555		28,140		30,145		27,573		33,908		27,415			21,647
Owner-occupied real estate	167,129		171,221		174,858		181,882		186,652		(4,092		)	(19,523		)
Total commercial & industrial	222,684		199,361		205,003		209,455		220,560		23,323			2,124
Residential real estate	75,683		67,896		66,835		63,386		53,962		7,787			21,721
Consumer & other	43,994		46,908		50,120		53,579		44,224		(2,914		)	(230		)
Total noncovered loans	1,230,304		1,166,913		1,123,475		1,164,854		1,123,122		63,391			107,182
Covered loans:
Construction, land & land development	23,851		30,770		35,383		40,268		51,660		(6,919		)	(27,809		)
Other commercial real estate	54,212		65,599		67,573		77,040		91,246		(11,387		)	(37,034		)
Total commercial real estate	78,063		96,369		102,956		117,308		142,906		(18,306		)	(64,843		)
Commercial & industrial	3,070		4,216		4,271		6,378		8,059		(1,146		)	(4,989		)
Owner-occupied real estate	43,409		52,791		54,436		55,723		67,568		(9,382		)	(24,159		)
Total commercial & industrial	46,479		57,007		58,707		62,101		75,627		(10,528		)	(29,148		)
Residential real estate	86,371		92,509		95,240		109,806		114,036		(6,138		)	(27,665		)
Consumer & other	389		394		591		862		1,114		(5		)	(725		)
Total covered loans	211,302		246,279		257,494		290,077		333,683		(34,977		)	(122,381		)
Total loans	$	1,441,606	$	1,413,192	$	1,380,969	$	1,454,931	$	1,456,805	$	28,414		$	(15,199	)
Composition of Deposits
Noninterest-bearing demand deposits	$	461,434	$	471,414	$	468,138	$	420,269	$	429,960	$	(9,980	)	$	31,474
Interest-bearing transaction accounts	387,855		382,697		367,983		304,085		351,289		5,158			36,566
Savings and money market deposits	898,833		903,198		892,136		908,410		911,415		(4,365		)	(12,582		)
Time deposits less than $100,000	155,918		162,002		168,611		177,634		186,874		(6,084		)	(30,956		)
Time deposits $100,000 or greater	112,705		116,858		124,827		132,538		139,671		(4,153		)	(26,966		)
Brokered and wholesale time deposits	98,468		104,892		106,630		106,975		106,875		(6,424		)	(8,407		)
Total deposits	$	2,115,213	$	2,141,061	$	2,128,325	$	2,049,911	$	2,126,084	$	(25,848	)	$	(10,871	)

State Bank Financial Corporation 2Q14 Financial Supplement: Table 6 Condensed Consolidated Asset Quality Data Quarterly (Unaudited)

																2Q14 change vs
(Dollars in thousands)	2Q14			1Q14			4Q13			3Q13			2Q13			1Q14			2Q13
Nonperforming noncovered assets:
Nonaccrual loans	$	1,063		$	1,265		$	1,396		$	1,978		$	2,704		$	(202	)	$	(1,641	)
Troubled debt restructurings	875			866			869			876			890			9			(15		)
Total nonperforming noncovered loans	1,938			2,131			2,265			2,854			3,594			(193		)	(1,656		)
Other real estate owned	729			901			965			974			1,097			(172		)	(368		)
Total nonperforming noncovered assets	2,667			3,032			3,230			3,828			4,691			(365		)	(2,024		)
Nonperforming covered assets:
Other real estate owned (1)	$	23,209		$	37,536		$	46,222		$	51,651		$	52,345		$	(14,327	)	$	(29,136	)
Noncovered assets:
Charge-offs	$	79		$	136		$	67		$	330		$	8		$	(57	)	$	71
Recoveries	106			338			296			47			26			(232		)	80
Net (recoveries) charge-offs	$	(27	)	$	(202	)	$	(229	)	$	283		$	(18	)	$	175		$	(9	)
Ratios:
Annualized QTD net (recoveries) charge-offs to total average noncovered loans	(.01		)%	(.07		)%	(.08		)%	.10		%	(.01		)%	.06		%	—		%
Nonperforming loans to total noncovered loans (2)	.16			.18			.20			.25			.32			(.02		)	(.16		)
Nonperforming assets to loans + ORE:
Noncovered	.22			.26			.29			.33			.42			(.04		)	(.20		)
Covered	9.90			13.23			15.22			15.11			13.56			(3.33		)	(3.66		)
Allowance for loan losses to loans:
Noncovered	1.45			1.44			1.48			1.41			1.41			.01			.04
Covered	8.39			7.79			6.76			4.16			5.28			.60			3.11

(1) Total nonperforming assets for covered assets consist of other real estate only. There are no covered loans designated as nonperforming.

(2) The ratio of nonperforming covered loans to total covered loans is not presented, as there are no covered loans designated as nonperforming.

State Bank Financial Corporation 2Q14 Financial Supplement: Table 7 Condensed Consolidated Average Balances and Yield Analysis Quarterly (Unaudited)

																2Q14 change vs
(Dollars in thousands)	2Q14			1Q14			4Q13			3Q13			2Q13			1Q14			2Q13
Selected Average Balances
Interest-bearing deposits in other financial institutions	$	490,009		$	518,362		$	489,046		$	398,391		$	465,823		$	(28,353	)	$	24,186
Taxable investment securities	475,739			425,158			374,416			369,485			352,955			50,581			122,784
Nontaxable investment securities	5,501			5,538			5,559			5,836			6,436			(37		)	(935		)
Noncovered loans receivable (1)	1,192,494			1,133,802			1,144,116			1,140,052			1,083,549			58,692			108,945
Covered loans receivable	236,178			250,824			258,600			305,487			351,955			(14,646		)	(115,777		)
Total earning assets	2,399,921			2,333,684			2,271,737			2,219,251			2,260,718			66,237			139,203
Total nonearning assets	185,987			241,532			287,988			342,551			383,523			(55,545		)	(197,536		)
Total assets	2,585,908			2,575,216			2,559,725			2,561,802			2,644,241			10,692			(58,333		)
Interest-bearing transaction accounts	376,143			357,988			338,502			320,168			360,221			18,155			15,922
Savings & money market deposits	892,168			894,994			909,999			908,275			936,819			(2,826		)	(44,651		)
Time deposits less than $100,000	159,296			165,158			173,061			181,865			190,795			(5,862		)	(31,499		)
Time deposits $100,000 or greater	114,652			122,217			129,384			137,147			142,364			(7,565		)	(27,712		)
Brokered and wholesale time deposits	100,395			106,555			106,676			106,918			106,818			(6,160		)	(6,423		)
Notes payable	3,365			5,212			5,686			5,695			5,026			(1,847		)	(1,661		)
Securities sold under agreements to repurchase	—			727			675			2,438			5,083			(727		)	(5,083		)
Total interest-bearing liabilities	1,646,019			1,652,851			1,663,983			1,662,506			1,747,126			(6,832		)	(101,107		)
Noninterest-bearing deposits	465,941			441,875			431,580			422,797			410,636			24,066			55,305
Other liabilities	29,773			41,385			34,668			49,287			59,240			(11,612		)	(29,467		)
Shareholders’ equity	444,175			439,105			429,494			427,212			427,239			5,070			16,936
Total liabilities and shareholders' equity	2,585,908			2,575,216			2,559,725			2,561,802			2,644,241			10,692			(58,333		)
Interest Margins (2)
Interest-bearing deposits in other financial institutions	.26		%	.27		%	.27		%	.31		%	.27		%	(.01		)%	(.01		)%
Taxable investment securities	1.84			2.03			2.19			2.42			2.68			(.19		)	(.84		)
Nontaxable investment securities, tax-equivalent basis (3)	2.33			2.34			2.28			2.31			2.31			(.01		)	.02
Noncovered loans receivable, tax-equivalent basis (4)	5.20			5.49			5.53			5.52			5.63			(.29		)	(.43		)
Covered loans receivable	29.02			42.91			73.74			36.34			29.39			(13.89		)	(.37		)
Total earning assets	5.86		%	7.71		%	11.60		%	8.30		%	7.75		%	(1.85		)%	(1.89		)%
Interest-bearing transaction accounts	.12			.12			.11			.11			.10			—			.02
Savings & money market deposits	.45			.44			.43			.42			.42			.01			.03
Time deposits less than $100,000	.53			.54			.55			.57			.59			(.01		)	(.06		)
Time deposits $100,000 or greater	.66			.69			.67			.71			.72			(.03		)	(.06		)
Brokered and wholesale time deposits	.95			.93			.93			.93			.93			.02			.02
Notes payable	10.37			11.52			11.44			11.49			10.77			(1.15		)	(.40		)
Securities sold under agreements to repurchase	—			—			—			.16			.08			—			(.08		)
Total interest-bearing liabilities	.45			.46			.47			.47			.46			(.01		)	(.01		)
Net interest spread	5.41			7.25			11.13			7.83			7.29			(1.84		)	(1.88		)
Net interest margin	5.55		%	7.38		%	11.26		%	7.95		%	7.40		%	(1.83		)%	(1.85		)%

(1) Includes average nonaccrual loans of $1,970 for 2Q14, $2,098 for 1Q14, $2,642 for 4Q13, $2,371 for 3Q13, and $4,136 for 2Q13.

(2) 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 $11 for 2Q14, $11 for 1Q14, $11 for 4Q13, $12 for 3Q13, and $13 for 2Q13.

(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 $66 for 2Q14, $65 for 1Q14, $97 for 4Q13, $72 for 3Q13, and $73 for 2Q13.

State Bank Financial Corporation 2nd Quarter 2014 Earnings Presentation Joe Evans – Chairman and CEO Tom Callicutt – Executive Vice President and CFO Kim Childers – Vice Chairman and Executive Risk Officer July 24, 2014

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 our projected growth, our well-positioned franchise, our execution of strategic priorities, our pending acquisitions of Atlanta Bancorporation, Inc. and Georgia-Carolina Bancshares, Inc., including statements related to the expected timing, completion and other effects of these acquisitions, our anticipated future financial performance, and management’s 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, or business and growth strategies, including projections of future amortization and accretion, 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 inability to obtain the requisite regulatory and shareholder approvals for the anticipated acquisitions and meet other closing terms and conditions; • the reaction to the anticipated 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 year ended December 31, 2013, for a description of some of the important factors that may affect actual outcomes.

3 Additional Information About the Merger and Where to Find It In connection with the proposed merger transaction with Georgia-Carolina Bancshares, Inc., State Bank Financial Corporation will file a registration statement on Form S-4 with the SEC to register State Bank Financial Corporation’s shares that will be issued to Georgia-Carolina Bancshares ,Inc.’s shareholders in connection with the transaction. The registration statement will include a proxy statement of Georgia-Carolina Bancshares, Inc. and a prospectus of State Bank Financial Corporation, as well as other relevant documents concerning the proposed transaction. The registration statement and the proxy statement/prospectus to be filed with the SEC related to the proposed transaction will contain important information about State Bank Financial Corporation, Georgia-Carolina Bancshares, Inc. and the proposed transaction and related matters. WE URGE SECURITY HOLDERS TO READ THE REGISTRATION STATEMENT AND PROXY/PROSPECTUS WHEN IT BECOMES AVAILABLE (AND ANY OTHER DOCUMENTS FILED WITH THE SEC IN CONNECTION WITH THE TRANSACTION OR INCORPORATED BY REFERENCE INTO THE REGISTRATION STATEMENT AND PROXY/PROSPECTUS) BECAUSE THOSE DOCUMENTS WILL CONTAIN IMPORTANT INFORMATION. Security holders may obtain free copies of these documents and other documents filed with the SEC on the SEC’s website at http://www.sec.gov. Security holders may also obtain free copies of the documents filed with the SEC by State Bank Financial Corporation at its website at https://www.statebt.com (which website is not incorporated herein by reference) or by contacting Jeremy Lucas by telephone at 404.239.8626. Security holders may also obtain free copies of the documents filed with the SEC by Georgia-Carolina Bancshares, Inc. at its website at https://www.firstbankofga.com (which website is not incorporated herein by reference) or by contacting Thomas J. Flournoy by telephone at 706.731.6622. State Bank Financial Corporation, Georgia-Carolina Bancshares, Inc. and their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from the shareholders of Georgia-Carolina Bancshares, Inc. in connection with the proposed merger. Information regarding these persons who may, under the rules of the SEC, be considered participants in the solicitation of shareholders in connection with the proposed merger will be provided in the proxy statement/prospectus described above when it is filed with the SEC. Additional information regarding each of State Bank Financial Corporation’s and Georgia-Carolina Bancshares, Inc.’s respective directors and executive officers, including shareholdings, is included in State Bank Financial Corporation’s definitive proxy statement for 2014, which was filed with the SEC on April 11, 2014, and Georgia-Carolina Bancshares, Inc.’s definitive proxy statement for 2014, which was filed with the SEC on April 14, 2014. You can obtain free copies of this document from State Bank Financial Corporation or Georgia-Carolina Bancshares, Inc., respectively, using the contact information above.

4  2Q14 net income of $7.5 million, or $.22 per diluted share  Noncovered loans now represent over 85% of total gross loans  Period-end noninterest- bearing deposits comprise roughly 22% of total deposits  Cost of funds of 35 bps in 2Q14  Announced two open-bank acquisitions Note: Consolidated financial results for 2Q 2014 contained throughout this presentation are unaudited; numbers may not add due to rounding 2Q14 Results Summary Income Statement Highlights (dollars in thousands, except per share data) 2Q14 1Q14 2Q13 Total interest income on invested funds $2,522 $2,493 $2,693 Interest income on noncovered loans, including fees 15,380 15,275 15,141 Accretion income on covered loans 17,087 26,536 25,787 Total interest expense 1,846 1,894 1,995 Net interest income 33,143 42,410 41,626 Provision for loan losses (noncovered loans) 1,000 - 665 Provision for loan losses (covered loans) (299) 590 (1,288) Net interest income after provision for loan losses 32,442 41,820 42,249 Amortization of FDIC Receivable (1,949) (15,292) (20,762) Noninterest income 3,318 3,103 4,224 Total noninterest income 1,369 (12,189) (16,538) Total noninterest expense 22,076 23,083 25,461 Income before income taxes 11,735 6,548 250 Income tax expense 4,228 2,226 113 Net income $7,507 $4,322 $137 Diluted net income per share .22 .13 - Dividends per share .04 .03 .03 Tangible book value per share 13.58 13.36 12.94 Balance Sheet Highlights (period-end) Noncovered loans $1,230,304 $1,166,913 $1,123,122 Total assets 2,580,280 2,617,378 2,607,697 Noninterest-bearing deposits 461,434 471,414 429,960 Total deposits 2,115,213 2,141,061 2,126,084 Shareholders’ equity 448,307 441,439 425,926

5 Executing on Strategic Priorities Increasing Efficiency Improving Funding Prudently Growing Earning Assets  Total noninterest expense declined $1.0 million in the quarter and $3.4 million year-over-year  Continued focus on productivity and sustainability of the core franchise  Average noninterest-bearing deposits increased $55mm over the prior year period and represent 22% of total deposits  Cost of funds ticked lower to 35 bps  Noncovered loans increased $63mm, or 5.4%, in the quarter and represent 85.3% of total gross loans  Credit metrics on noncovered portfolio remain very strong Co re B an k Effectively Managing Loss Share Expiration  FDIC receivable decreased $26mm in the second quarter and $171mm year-over- year to end 2Q14 at $39mm  $140mm of accretable discount remaining at June 30, 2014 Lo ss Sha re

6 355 259 211 157 103 65 39 (59) (20) (24) (23) (16) (19) (21) (8) (11) 0 (7) (5) (17) (21) (19) (31) (15) (2) 0 100 200 300 400 4Q12 1Q13 2Q13 3Q13 4Q13 1Q14 2Q14 FDIC Receivable FDIC Rec. Collections from FDIC Other Amortization of FDIC Rec.  The total FDIC receivable (indemnification asset) decreased by $26mm linked-quarter to end 2Q14 at $39mm; current scheduled indemnification asset amortization of $20mm at 2Q14 has an estimated weighted average life of 4 quarters 1 Other includes charge-offs, write-downs, and other losses, amount attributable to loss share agreements and external expenses qualifying under loss share agreements Actual and Forecasted Covered Loan Performance ($ i n mi llio n s) $20mm of scheduled future amortization with an estimated weighted average life of 4 quarters $140mm of scheduled future accretion with an estimated weighted average life of 10 quarters ($ i n mi llio n s) 1  As of the end of 2Q14, there is $140mm of accretable discount to be recognized as loan accretion income, with an estimated weighted average life of 10 quarters 173 205 257 230 185 156 140 (21) (26) (28) (48) (27) (17) 52 78 1 3 (2) 1 0 100 200 300 400 4Q12 1Q13 2Q13 3Q13 4Q13 1Q14 2Q14 Accretable Discount Acc. Discount Accretion Transfers

7 (0) (0) (0) (0) (0) (0) (0) (0) (0) (0) 0 Security Bank Buckhead Community & First Security  Our first two loss share transactions are our largest, with the loss share coverage on non-single family loans for Security Bank (“SB”) expiring in 3Q14 and Buckhead Community Bank (“BCB”) expiring in 4Q14  The FDIC receivable below represents single-family and non-single family balances from Security Bank, Buckhead Community Bank and First Security National Bank (“FSNB”) only  Security and Buckhead, along with First Security, which has a 4Q14 non-single family loss share coverage expiration, collectively represent $13mm of the total FDIC receivable at the end of 2Q14 compared to $61mm at year-end 2013 and $224 million at year-end 2012 Managing Toward a Soft Landing for Loss Share Expiration ($ i n mi llio n s) $32k and $1mm of scheduled future amortization on SB and BCB & FSNB, respectively 136 90 75 53 38 15 7 88 66 52 39 23 11 6 0 20 40 60 80 100 120 140 160 4Q12 1Q13 2Q13 3Q13 4Q13 1Q14 2Q14 FDIC Receivable

8 Financial Results: Revenue 1 Excludes accretion income 2 Excludes amortization of FDIC receivable  Total interest income (excluding accretion) of $17.9mm was up slightly versus the prior quarter  Noninterest income of $3.3mm in 2Q14 (excluding indemnification asset amortization) increased versus the prior quarter due to higher service charges and other income  Payroll fee income increased $117 thousand Y/Y  Amortization of FDIC receivable negatively impacted noninterest income in 2Q14 by $1.9mm ($ 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 net of amortization of FDIC receivable 0 5,000 10,000 15,000 20,000 2Q13 3Q13 4Q13 1Q14 2Q14 Interest Income 1 0 1,000 2,000 3,000 4,000 5,000 2Q13 3Q13 4Q13 1Q14 2Q14 Noninterest Income 2 Noninterest Income Gains on Securities 0 4,000 8,000 12,000 16,000 20,000 2Q13 3Q13 4Q13 1Q14 2Q14 Net Covered Portfolio Revenue 3

9 Financial Results: Expense 1 Excludes loan collection and OREO costs  Noninterest expense, excluding loan collection and OREO costs, decreased $351 thousand from 1Q14 due primarily to lower salaries and benefits costs  Recorded approximately $265 thousand of merger-related expenses in the second quarter ($ i n t h o u sa n d s) ($ i n t h o u sa n d s)  Net gain on loan collection and OREO costs of $32 thousand in 2Q14  Loan collection and OREO costs linked- quarter decrease driven by gains on sales of OREO properties 0 5,000 10,000 15,000 20,000 25,000 30,000 2Q13 3Q13 4Q13 1Q14 2Q14 Noninterest Expense 1 -500 0 500 1,000 1,500 2,000 2,500 2Q13 3Q13 4Q13 1Q14 2Q14 Loan Collection and OREO Costs

10 Financial Results: Earning Assets  Period-end noncovered loans increased a net $63.4mm in 2Q14  Noncovered loans of $1.23B comprise 85.3% of total gross loans, up from 77.1% in the year-ago period and up from 26.8% at the end of 2010 ($ i n mi llio n s) 78 1,230 1,036 211 0 200 400 600 800 1,000 1,200 1,400 1Q10 2Q 3Q 4Q 1Q11 2Q 3Q 4Q 1Q12 2Q 3Q 4Q 1Q13 2Q 3Q 4Q 1Q14 2Q Loan Portfolio Noncovered Covered

11 0% 5% 10% 15% 20% 25% 0 100 200 300 400 500 1Q10 2Q 3Q 4Q 1Q11 2Q 3Q 4Q 1Q12 2Q 3Q 4Q 1Q13 2Q 3Q 4Q 1Q14 2Q Noninterest-bearing Deposits NIB Deposits NIB / Total Deposits Financial Results: Funding  Noninterest-bearing deposits have increased nearly 150% since 1Q10 and make up 22% of total deposits  Period-end noninterest-bearing deposits down slightly this quarter  Continue to experience steady growth in average noninterest- bearing deposits, which have increased for nine consecutive quarters ($ i n mi llio n s) N IB / Tot al D ep o sit s  Deposit funding mix continues to improve, contributing to low cost of funds  Cost of funds down 2 bps from prior quarter and prior year period  Cost of funds has declined 147 bps since 2Q10 1.82% .35% 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 Cost of Funds

12 ($ i n t h o u sa n d s) Credit: Noncovered Portfolio  Experienced net recoveries on noncovered assets in 6 of the past 7 quarters  NPLs declined to 16 bps of total noncovered loans at the end of 2Q14  Total NPAs declined to $2.7mm as of 2Q14  Noncovered allowance to noncovered loans is 1.45% ($ i n t h o u sa n d s) N PL % ALL % 0 2,000 4,000 6,000 8,000 10,000 2Q13 3Q13 4Q13 1Q14 2Q14 Noncovered Nonperforming Assets NPLs OREO 0.00% 0.50% 1.00% 1.50% 2.00% 0.00% 0.25% 0.50% 0.75% 1.00% 2Q13 3Q13 4Q13 1Q14 2Q14 Noncovered Credit Ratios Noncovered NPLs to Noncovered Loans Noncovered ALL to Noncovered Loans (400) (200) 0 200 400 600 800 1,000 2Q13 3Q13 4Q13 1Q14 2Q14 Noncovered Net Charge-offs (Recoveries)

13 Credit: Covered 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)  Covered OREO balances declined 38% linked- quarter and 56% Y/Y to end 2Q14 at $23.2mm  Covered OREO represents 97% of total OREO balances  New OREO inflows declined for third straight quarter  OREO sales averaged nearly $21mm during the past five quarters, with over 140 OREO properties sold in the second quarter of 2014 0 10,000 20,000 30,000 40,000 50,000 60,000 2Q13 3Q13 4Q13 1Q14 2Q14 Covered OREO Balances 0 5,000 10,000 15,000 20,000 25,000 30,000 2Q13 3Q13 4Q13 1Q14 2Q14 Covered OREO Sales 0 5,000 10,000 15,000 20,000 25,000 30,000 2Q13 3Q13 4Q13 1Q14 2Q14 Covered OREO Inflows

14 Summary Results Well Positioned Franchise Executing on Strategic Priorities  Efficient network in attractive markets  Management depth  Capital levels to support growth  Increasing efficiency  Improving funding  Prudently growing earning assets Profile  One of Georgia’s best-capitalized banks with operations in Atlanta and middle Georgia  Announced two open-bank acquisitions in the second quarter of 2014  Treasury / payments expertise  Low cost core deposits  Strong credit metrics  Effectively replaced covered assets with organic loans  Continued improvement in deposit funding mix  Built infrastructure in compliance and risk management to support a significantly larger institution

15 Supplemental Information

16 State Bank Financial Corporation Profile 1 Noncovered assets Note: Key metrics and asset quality as of 6/30/14; market data as of 7/23/14 Source: SNL Financial; company documents State Bank Financial Corporation (NASDAQ: STBZ) headquartered in Atlanta, Georgia Banking Subsidiary: State Bank and Trust Company headquartered in Macon, Georgia Market Data  Market Cap. $524mm  P/TBV 1.20x  Dividend Yield .98% Key Metrics  Total Assets $2.58B  Total Loans $1.44B  Total Deposits $2.12B  Total Equity $448mm  TBV/Share $13.58  TCE Ratio 17.0%  Cost of Funds .35%  NIB/Total Dep. 21.8% Pro Forma Branch Map Asset Quality1  NPAs/Assets .10%  NPLs/Loans .16%  NCOs/Loans (.01)% State Bank (19) Bank of Atlanta (2) First Bank of Georgia (7)

17 Efficient Network in Attractive Markets  Uniquely well-positioned, with deposits per branch significantly higher than average competitor deposits per branch in the markets we serve  Opportunity for differentiation in Atlanta, as 75% of the market is dominated by large regional / national competitors  Mature franchise with leading market share in middle Georgia 1 Atlanta/Sandy Springs/Roswell MSA Source: SNL Financial; market share ranking of banks and thrifts as of 6/30/13; State Bank deposits pro forma for pending Bank of Atlanta acquisition 2 Macon and Warner Robins MSAs 2013 Rank Company HQ State Total Assets ($000) Number of Branches Total Deposits in Market ($000) Total Market Share (%) As a % of Hold Co. Deposits 1 SunTrust Banks Inc. GA 182,559,000 171 31,825,826 26.3 24.5 2 Wells Fargo & Co. CA 1,598,874,000 201 23,930,353 19.8 2.6 3 Bank of America Corp. NC 2,170,557,000 139 21,958,398 18.2 2.2 4 BB&T Corp. NC 188,012,000 91 7,586,000 6.3 5.5 5 Synovus Financial Corp. GA 26,627,290 45 3,763,547 3.1 18.1 6 Regions Financial Corp. AL 118,719,000 73 3,402,753 2.8 3.6 7 Fidelity Southern Corp. GA 2,737,742 33 2,188,049 1.8 97.8 8 United Community Banks Inc. GA 7,398,237 36 2,089,979 1.7 34.5 9 Community & Southern Hldgs Inc. GA 2,814,878 34 2,037,383 1.7 75.4 10 JPMorgan Chase & Co. NY 2,520,336,000 83 1,675,118 1.4 0.2 14 State Bank Financial Corp. GA 2,580,280 7 1,204,784 1.0 51.6 Total Market 1,320 120,914,426 1 State Bank Financial Corp. GA 2,580,280 14 1,106,879 26.0 47.4 2 SunTrust Banks Inc. GA 182,559,000 12 704,289 16.5 0.5 3 BB&T Corp. NC 188,012,000 14 628,012 13.6 0.5 4 Bank of America Corp. NC 2,170,557,000 10 403,446 9.5 0.0 5 Wells Fargo & Co. CA 1,598,874,000 6 343,474 8.1 0.0 Total Market 98 4,564,583 Middle Georgia 2 Deposit Market Share by MSA Atlanta 1

18 Management Depth  State Bank Executive Officers average 30 years of banking experience, substantially all of which is within the local Georgia markets the company serves  Next level depth with diverse backgrounds in the financial services industry Executive Position Years of Banking Experience Years of Banking Experience in Georgia Joseph W. Evans Chairman, Chief Executive Officer 40 40 J. Thomas Wiley, Jr. Vice Chairman, President 39 39 Kim M. Childers Vice Chairman, Executive Risk Officer 32 32 Stephen W. Doughty Vice Chairman, Corporate Development Officer 41 41 J. Daniel Speight, Jr. Vice Chairman, Chief Operating Officer 31 31 Thomas L. Callicutt, Jr. Executive Vice President, Chief Financial Officer 41 3 David W. Cline Executive Vice President, Chief Information Officer 5 5 Steven G. Deaton Executive Vice President, Enterprise Risk Officer 29 29 David F. Black Executive Vice President, Chief Credit Officer 16 5 M chael R. Fitzgerald Executive Vice President, Chief Revenue and Deposit Officer 33 14 Michael S. Sims Executive Vice President, Senior Banking Officer 27 17 Bradford L. Watkins Executive Vice President, Director of Real Estate Banking 26 26

19 Bank of Atlanta Transaction Rationale Financially Attractive Strategic Value  Conservative pro forma assumptions  Accretive to tangible book value in less than two years  Immediately accretive to earnings per share  Provides additional capabilities and scale to State Bank’s existing small business administration (SBA) program  Bank of Atlanta’s key executives are a good cultural fit with State Bank’s Senior Management Team  Cost savings from branch consolidation  Shares same commitment to core values and community involvement Low Risk, In-market Transaction  Enhances market share in Metro Atlanta  Adds density and a high-profile location in the desirable Midtown Atlanta submarket  Expands presence in Gwinnett County  In-market merger reduces transaction risk

20 Bank of Atlanta Overview  Founded in 2005  Headquartered in Atlanta  2 banking offices: Midtown Atlanta and Duluth, Georgia (Gwinnett County)  Total Assets: $198 million  Total Loans: $123 million  Total Deposits: $161 million  Total Equity: $25 million Gwinnett Office 1970 Satellite Blvd. Duluth, GA Deposits: $56 million Midtown Office 1349 W. Peachtree St. Atlanta, GA Deposits: $95 million Atlanta Pro Forma Branch Map Source: SNL Financial; Company documents Note: Financial metrics as of 3/31/14; branch deposit data as of 6/30/13 State Bank Bank of Atlanta

21 First Bank of Georgia Transaction Rationale Financially Attractive Strategic Value  Conservative pro forma assumptions  Accretive to tangible book value in approximately three years  Meaningful EPS accretion in 2016; modest accretion in 2015  Ability to leverage First Bank of Georgia’s mortgage platform across State Bank footprint  Enhanced opportunity for loan and deposit growth by overlaying State Bank’s technologies and capabilities  Diversifies existing income streams  Shares same commitment to core values and community involvement Attractive Market Expansion  Expands State Bank presence into the Augusta-Richmond County MSA, the second largest MSA in Georgia by population  Long-term relationship between management teams  Similar business culture in a familiar Georgia market  Leverages a strong brand and solid banking franchise with retention of local management team

22 Georgia-Carolina Bancshares Profile  Total Assets $523mm  Total Loans $317mm  Total Deposits $427mm  Total Equity $59mm  TCE Ratio 11.4%  NPAs/Assets 1.15%  NCOs/Loans (.29)%  ROAA .68%  Net Interest Margin 3.63%  NIB/Total Deposits 18.7% Source: SNL Financial; company documents Note: Financial highlights as of 3/31/14; market share ranking of banks and thrifts as of 6/30/13  Headquartered in Augusta, Georgia  Founded in 1989  First Bank of Georgia banking subsidiary  7 banking offices in Augusta MSA  Mortgage division established in 1999, with offices in Augusta and Savannah markets Georgia-Carolina Bancshares, Inc. Financial Highlights Deposit Market Share - Augusta-Richmond County, GA-SC MSA 2013 Rank Company HQ State Total Assets ($000) Number of Branches Total Deposits in Market ($000) Total Market Share (%) 1 Wells Fargo & Co. CA 1,546,707,000 21 1,571,462 20.6 2 Southeastern Bank Finl Corp. GA 1,747,226 12 1,446,970 19.0 3 SunTrust Banks Inc. GA 179,542,000 10 716,579 9.4 4 Bank of America Corp. NC 2,149,851,000 9 655,867 8.6 5 Security Federal Corp. SC 848,780 10 602,565 7.9 6 Regions Financial Corp. AL 117,933,000 16 532,597 7.0 7 First Citizens Bancorp. SC 8,532,136 14 492,785 6.5 8 Georgia-Carolina Bancshares GA 523,083 7 425,370 5.6 9 Queensborough Co. GA 837,508 10 352,779 4.6 10 Synovus Financial Corp. GA 26,435,426 2 156,705 2.1 11 First Community Corp. SC 797,873 2 130,739 1.7 12 Fifth Third Bancorp OH 129,654,000 3 106,589 1.4 13 Lincoln Bancshares Inc. GA 126,631 1 85,606 1.1 14 First Burke Banking Co. GA 115,651 3 85,369 1.1 15 Toronto-Dominion Bank - 896,468,000 2 65,727 0.9 16 VistaBank SC 104,107 1 60,862 0.8 17 Sardis Bankshares Inc. GA 82,870 4 60,436 0.8 18 Washington/Wilkes Hldg Co. GA 264,277 2 37,371 0.5 19 Capital City Bank Group Inc. FL 2,633,040 2 29,707 0.4 20 Capitol City Bancshares Inc. GA 283,801 1 13,885 0.2 Total Market 134 7,631,529

23 Source: SNL Financial First Bank of Georgia Branch Map 7 branches in Augusta MSA

24 Enhanced Banking Platform First Bank of Georgia Bank of Atlanta  Attractive in-market acquisition that builds density in the desirable Midtown Atlanta market  Strategic acquisition of a solid banking franchise that expands our presence into the Augusta market Proven Acquirer Well Positioned Franchise  Back-to-back negotiated transactions at reasonable pricing with management teams valued by State Bank  Both transactions are expected to benefit each bank’s customers, employees and communities with strengthened balance sheets, expanded distribution capabilities and broader product and service offerings