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 26, 2005

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 2.02. Results of Operations and Financial Condition

On October 26, 2005, 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 and Exhibits.

(a) Exhibits:

Exhibit 99.1 Press release dated October 26, 2005

2

SIGNATURE

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

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

Date: October 26, 2005

3

EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE

October 26, 2005

CenterState Banks of Florida, Inc. Announces

Third Quarter 2005 Operating Results

Declaration of fourth quarter dividend

WINTER HAVEN, FL. — October 26, 2005 — CenterState Banks of Florida, Inc. (NASDAQ SYMBOL: CSFL) reported net income for the third quarter 2005 of $1,801,000, up 117%, compared to $829,000 earned in the third quarter of 2004. Earnings per share for the current quarter was $0.34, up 70%, compared to $0.20 for the year ago quarter.

Net income for the nine month period ending September 30, 2005 was $4,495,000, or $0.97 per share, compared to $3,390,000, or $0.91 per share ($2,240,000, or $0.60 per share exclusive of the one time gain on sale of branches that occurred in February 2004), for the same period last year. All per share data is presented herein on a diluted basis, unless otherwise stated. A reconciliation between net income and net income exclusive of gain on sale of branches is presented below.

Condensed Consolidated Income Statements (unaudited)

And reconciliation between net income and net income exclusive of gain on sale of branches

amounts in thousands of dollars (except per share data)

	Nine months ended Sept 30,						Increase (decrease)			%
	2005			2004
Net interest income	$	20,589		$	15,451		$	5,138		33.3	%
Provision for loan losses		(795	)		(900	)		105		(11.7	%)
Net interest income after loan loss provision		19,794			14,551			5,243		36.0	%
Non interest income		4,067			3,685			382		10.4	%
Gain on sale of branches		—			1,844			(1,844	)	n/a
Non interest expense		(16,688	)		(14,690	)		(1,998	)	13.6	%
Income before income tax		7,173			5,390			1,783		33.1	%
Income tax expense		(2,678	)		(2,000	)		(678	)	33.9	%
NET INCOME	$	4,495		$	3,390		$	1,105		32.6	%
NET INCOME	$	4,495		$	3,390		$	1,105		32.6	%
Gain on sale of branches, net of tax of $694		—			(1,150	)		1,150		n/a
Net income exclusive of gain on sale of branches	$	4,495		$	2,240		$	2,255		100.7	%
EPS (diluted)	$	0.97		$	0.91		$	0.06		6.6	%
Gain on sale of branches, net of tax of $0.19 per share		—			(0.31	)		0.31		n/a
EPS (diluted) exclusive of gain on sale of branches	$	0.97		$	0.60		$	0.37		61.7	%

Condensed consolidated quarterly income statements (unaudited) are shown below for the periods indicated.

Quarterly Condensed Consolidated Income Statements (unaudited)
Amounts in thousands of dollars (except per share data)
For the quarter ended:	9/30/05			6/30/05			3/31/05			12/31/04			9/30/04
Net interest income	$	7,499		$	6,817		$	6,273		$	5,763		$	5,449
Provision for loan losses		(255	)		(255	)		(285	)		(370	)		(225	)
Net interest income after loan loss provision		7,244			6,562			5,988			5,393			5,224
Non interest income		1,416			1,310			1,341			1,247			1,204
Non interest expense		(5,784	)		(5,583	)		(5,321	)		(5,090	)		(5,110	)
Income before income tax		2,876			2,289			2,008			1,550			1,318
Income tax expense		(1,075	)		(857	)		(746	)		(567	)		(489	)
NET INCOME	$	1,801		$	1,432		$	1,262		$	983		$	829
EPS (basic)	$	0.34		$	0.35		$	0.31		$	0.24		$	0.20
EPS (diluted)	$	0.34		$	0.33		$	0.30		$	0.24		$	0.20

During the nine month period ended September 30, 2005, total assets grew by 12.5% to $848,161,000. The organic growth rate (i.e. exclusive of the net proceeds received from the 2005 public offering) was approximately 7.9%. During this same period, loans grew by $63,778,000 or 14.5%, and deposits grew by $36,491,000 or 5.5%. The loan to deposit ratio at September 30, 2005 was 72.5% compared to 66.9% as of December 31, 2004. The net interest margin for the quarter ended September 30, 2005 was 3.88% compared to 3.42% for the comparable quarter in 2004. Annualized return on average assets (“ROA”) was 0.86% for the quarter ended September 30, 2005 compared to 0.48% for the same quarter last year. Presented below are condensed consolidated balance sheets, condensed average consolidated balance sheets, and selected ratios for the periods indicated.

Condensed Consolidated Balance Sheets (unaudited)
Amounts in thousands of dollars
	9/30/2005			6/30/2005			3/31/2005			12/31/2004			9/30/2004
Cash and due from banks	$	28,086		$	42,727		$	41,912		$	27,306		$	25,304
Fed funds and money market		57,401			70,229			54,500			62,809			60,146
Investments		224,092			197,010			198,897			191,400			161,908
Loans		504,783			487,468			461,667			441,005			429,298
Allowance for loan losses		(6,426	)		(6,169	)		(5,941	)		(5,685	)		(5,532	)
Other assets		40,225			38,777			38,778			36,944			36,637
TOTAL ASSETS	$	848,161		$	830,042		$	789,813		$	753,779		$	707,761
Deposits	$	696,121		$	686,553		$	680,506		$	659,630		$	615,714
Other borrowings		52,741			50,598			48,570			34,627			32,884
Other liabilities		2,740			2,328			2,452			1,738			1,867
Minority interest		120			120			120			120			120
Stockholders’ equity		96,439			90,443			58,165			57,664			57,176
TOTAL LIABILITIES AND
STOCKHOLDERS’ EQUITY	$	848,161		$	830,042		$	789,813		$	753,779		$	707,761

Condensed Consolidated Average Balance Sheets (unaudited)
Amounts in thousands of dollars
For the quarter ended:	9/30/05			6/30/05			3/31/05			12/31/04			9/30/04
Investments and fed funds	$	279,354		$	251,795		$	250,536		$	243,638		$	208,821
Loans		494,493			474,937			450,505			438,837			428,625
Allowance for loan losses		(6,294	)		(6,040	)		(5,795	)		(5,766	)		(5,450	)
All other assets		66,467			69,499			67,511			63,622			59,742
TOTAL ASSETS	$	834,020		$	790,191		$	762,757		$	740,331		$	691,738
Deposits- interest bearing	$	498,576		$	497,829		$	489,317		$	485,013		$	453,503
Deposits- non interest bearing		183,159			179,339			172,696			162,448			143,191
Other borrowings		51,807			49,234			40,545			33,467			36,171
Other liabilities		5,170			1,738			1,984			1,770			1,799
Minority interest		120			120			120			120			120
Stockholders’ equity		95,188			61,931			58,095			57,513			56,954
TOTAL LIABILITIES AND
STOCKHOLDERS’ EQUITY	$	834,020		$	790,191		$	762,757		$	740,331		$	691,738

Selected financial ratios
As of or for the quarter ended:	9/30/05			6/30/05			3/31/05			12/31/04			9/30/04
Return on average assets (annualized)		0.86	%		0.72	%		0.66	%		0.53	%		0.48	%
Return on average equity (annualized)		7.57	%		9.25	%		8.69	%		6.84	%		5.82	%
Net interest margin (annualized)		3.88	%		3.75	%		3.58	%		3.38	%		3.42	%
Loan / deposit ratio		72.5	%		71.0	%		67.8	%		66.9	%		69.7	%
Stockholders’ equity / total assets		11.4	%		10.9	%		7.4	%		7.6	%		8.1	%
Efficiency ratio		65	%		69	%		70	%		73	%		77	%
Book value per share	$	18.37		$	17.74		$	14.27		$	14.17		$	14.08
Dividend per share	$	0.07		$	0.06		$	0.06		$	0.06		$	0.06

The Company’s credit quality remains good. Net charge-offs for the nine month period ending September 30, 2005 was $54,000 compared to $88,000 for the comparable period last year. Allowance for loan losses was $6,426,000 at September 30, 2005, or 1.27% of loans outstanding, compared to $5,685,000 at December 31, 2004, or 1.29% of loans outstanding. Nonperforming assets, which the Company defines as (1) non-accrual loans; (2) accruing loans that are 90 days or more delinquent and are deemed by management to be adequately secured and in the process of collection; (3) OREO (i.e. real estate acquired through foreclosure or deed in lieu of foreclosure); and (4) other repossessed assets that is not real estate, was $1,374,000 at September 30, 2005, compared to $1,305,000 at December 31, 2004. Nonperforming assets as a percentage of total assets was 0.16% at September 30, 2005, compared to 0.17% at December 31, 2004. The ratio of allowance for loan losses to nonperforming assets was 468% at September 30, 2005, compared to 436% at December 31, 2004. The table below summarizes selected credit quality data for the periods indicated.

Selected credit quality ratios, dollars are in thousands
As of or for the quarter ended:	9/30/05			6/30/05			3/31/05			12/31/04			9/30/04
Non performing assets	$	1,374		$	941		$	1,427		$	1,305		$	1,475
Non performing assets as a percentage of total assets		0.16	%		0.11	%		0.18	%		0.17	%		0.21	%
Net charge-offs (recoveries)	$	(2	)	$	27		$	29		$	217		$	40
Net charge-offs as a percentage of average loans for the period		0.00	%		0.01	%		0.01	%		0.05	%		0.01	%
Allowance for loan losses as a percentage of period end loans		1.27	%		1.27	%		1.29	%		1.29	%		1.29	%

The announced acquisition of CenterState Bank Mid Florida is scheduled to close in the first quarter of 2006. As of September 30, 2005 the Bank reported assets of $71.4 million, stockholders’ equity of $9.0 million, loans of $40.8 million and deposits of $62.3 million.

At the Company’s October Board of Directors meeting, the Board declared a quarterly dividend of $0.07 per share payable on December 30, 2005 to shareholders of record as of the close of business December 15, 2005.

The Company is in the process of executing a purchase of bank owned life insurance (“BOLI”) in the amount of $6 million. It is expected that this transaction will close October 31, 2005. The Company also entered into a contract to purchase a building site for a future corporate headquarters location as well as a branch banking office. The purchase price is approximately $1.6 million and is expected to close before the end of 2005. Construction is expected to begin in 2006 and is not expected to be completed before the first quarter of 2007.

CenterState Banks of Florida, Inc. is a multi bank holding company which operates through four wholly owned subsidiary banks with twenty-one full service locations and four mini-locations in seven counties throughout Central 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 obtained from James Stevens, at Keefe, Bruyette & Woods (800-221-3246), Michael Acamparo, at Advest, Inc. (866-273-6661), Chris Cerniglia, at Ryan Beck & Co (800-793-7226) or Eric Lawless, at FIG Partners, LLC (866-344-2657). For additional information contact Ernest S. Pinner, CEO, or 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.