8-K

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported) October 27, 2004

CENTERSTATE BANKS OF FLORIDA, INC.

(Exact name of registrant as specified in charter)

Florida	333-95087	59-3606741
(State or other jurisdiction of incorporation)	(Commission file number)	(IRS employer identification no.)

1101 First Street South, Suite 202, Winter Haven, FL	33880
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (863) 293-2600

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

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

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

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

Item 7.01. Other Events and Required F.D. Disclosure

On October 27, 2004, CenterState Banks of Florida, Inc. issued a press release announcing certain financial results and additional information. A copy of the press release is furnish with this Form 8-K.

Item 9.01. Financial Statements, Pro Forma Financial Information and Exhibits.

(a) Financial Statements of Business Acquired: None.

(b) Pro Forma Financial Information: None

(c) Exhibits:

99 Press Release

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

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

Date: October 27, 2004

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EX-99

Exhibit 99

FOR IMMEDIATE RELEASE

October 27, 2004

CenterState Banks of Florida, Inc. Announces Third Quarter 2004

Operating Results and Declaration of Fourth Quarter Dividend

WINTER HAVEN, FL. – October 27, 2004 — CenterState Banks of Florida, Inc. (NASDAQ SYMBOL: CSFL) reported net income of $829,000, or $0.20 per share, for the quarter ended September 30, 2004, compared to $667,000, or $0.19 per share for the same quarter last year.

The Company reported net income of $3,390,000, or $0.91 per share, for the nine month period ending September 30, 2004, compared to $1,873,000, or $0.55 per share, for the same period last year. Included in the nine month period’s earnings, was a $1,844,000 ($1,150,000 after tax of $694,000) gain on the sale of two Lake County (Florida) branches. The branch sale included approximately $21 million of loans, $24 million of deposits and all of the related fixed assets (book value of approximately $1.6 million). Excluding the gain on the sale of the branches, net income would have been approximately $2,240,000, or $0.60 per share, compared to $1,873,000, or $0.55 per share for the same period last year. All per share amounts are expressed on a diluted basis.

Condensed consolidated income statements (unaudited) for the three month and nine month periods ending September 30, 2004 and 2003 are presented below.

Condensed Consolidated Income Statements (unaudited)

Amounts in thousands of dollars (except per share data)

	Three months ended Sept 30,						Nine months ended Sept 30,
	2004			2003			2004			2003
Net interest income	$	5,449		$	4,676		$	15,451		$	13,392
Provision for loan losses		(225	)		(240	)		(900	)		(828	)
Net interest income after loan loss provision		5,224			4,436			14,551			12,564
Non interest income		1,204			1,153			5,529			3,502
Non interest expense		(5,110	)		(4,524	)		(14,690	)		(13,072	)
Income before income tax		1,318			1,065			5,390			2,994
Income tax expense		(489	)		(398	)		(2,000	)		(1,121	)
NET INCOME	$	829		$	667		$	3,390		$	1,873
EPS (basic)	$	0.20		$	0.20		$	0.93		$	0.56
EPS (diluted)	$	0.20		$	0.19		$	0.91		$	0.55
Excluding sale of branches
Net income (pro forma)							$	2,240		$	1,873
EPS (basic) (pro forma)							$	0.61		$	0.56
EPS (diluted) (pro forma)							$	0.60		$	0.55

Reconciliation between Net Income and Pro Forma Net Income (i.e. excluding branch sale) (Nine month period ending September 30, 2004)
Amounts in thousands of dollars, except per share data				per share basic			per share diluted
Net Income	$	3,390		$	0.93		$	0.91
Gain on sale of branches, net of tax of $694, or $0.19 per share, basic and diluted		(1,150	)	$	(0.32	)	$	(0.31	)
Pro Forma Net Income	$	2,240		$	0.61		$	0.60

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Condensed consolidated balance sheets (unaudited) at September 30, 2004 and December 31, 2003, are presented below.

Condensed Consolidated Balance Sheets (unaudited)

Amounts in thousands of dollars

	09/30/04			12/31/03
Cash and due from banks		25,304			24,843
Fed funds and money market		60,146			46,216
Investments		161,908			95,357
Loans		429,298			413,898
Allowance for loan losses		(5,532	)		(4,850	)
Other assets		36,637			33,432
TOTAL ASSETS	$	707,761		$	608,896
Deposits		615,714			538,235
Other borrowings		32,884			27,465
Other liabilities		1,867			1,233
Minority interest		120			—
Stockholders’ equity		57,176			41,963
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	707,761		$	608,896

The Company paid a quarterly dividend of $0.06 per share on September 30, 2004 to all shareholders of record on September 15, 2004. The Company declared a quarterly dividend of $0.06 per share to be paid on December 31, 2004 to all shareholders of record on December 15, 2004.

CenterState Banks of Florida, Inc. is a multi bank holding company which operates through four wholly owned subsidiary banks with 25 locations in seven counties throughout Central Florida. The Company’s four subsidiary banks include First National Bank of Osceola County, Community National Bank of Pasco County, First National Bank of Polk County, and CenterState Bank of Florida.

The Company’s stock is listed on the NASDAQ national market under the symbol CSFL. Request for information regarding the purchase or sale of the common stock can be addressed to Advest, Inc. (866-273-6661), FIG Partners, LLC (866-344-2657), or Ryan Beck & Co. (800-793-7226). For additional information contact James J. Antal, CFO, at 863-293-2600.

“Safe Harbor” Statement under the Private Securities Litigation Reform Act of 1995: Some of the statements in this report constitute forward-looking statements, within the meaning of the Private Securities Litigation Reform Act of 1995 and the Securities Exchange Act of 1934. These statements related to future events, other future financial performance or business strategies, and may be identified by terminology such as “may,” “will,” “should,” “expects,” “scheduled,” “plans,” “intends”, “anticipates,” “believes,” “estimates,” “potential,” or “continue” or the negative of such terms or other comparable terminology. Actual events or results may differ materially. In evaluating these statements, you should specifically consider the factors described throughout this report. We cannot be assured that future results, levels of activity, performance or goals will be achieved

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