8-K

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported) January 29, 2007

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 January 29, 2007, 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 January 29, 2007

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
	James J. Antal
	Senior Vice President and
	Chief Financial Officer

Date: January 29, 2007

3

EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE

January 29, 2007

CenterState Banks of Florida, Inc. Announces

Fourth Quarter 2006 Operating Results

WINTER HAVEN, FL. – January 29, 2007 — CenterState Banks of Florida, Inc. (NASDAQ SYMBOL: CSFL) reported net income for the fourth quarter 2006 of $2,191,000, up 19%, compared to $1,835,000 earned in the fourth quarter of 2005. Earnings per share for the current quarter was $0.19, up 12%, compared to $0.17 for the same quarter last year.

Net income for 2006 was $8,459,000, up 34% compared to $6,330,000 reported for 2005. Earnings per share for 2006 was $0.75, up 14.5%, compared to $0.655 for 2005. All per share data is presented herein on a diluted basis, unless otherwise stated. Quarterly condensed consolidated 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:	12/31/06			9/30/06			6/30/06			3/31/06			12/31/05
Net interest income	$	9,622		$	9,636		$	9,581		$	8,264		$	7,955
Provision for loan losses		(142	)		(129	)		(206	)		(240	)		(270	)
Net interest income after loan loss provision		9,480			9,507			9,375			8,024			7,685
Non interest income		1,584			1,550			1,507			1,495			1,313
Non interest expense		(7,854	)		(7,463	)		(7,297	)		(6,590	)		(6,117	)
Income before income tax		3,210			3,594			3,585			2,929			2,881
Income tax expense		(1,019	)		(1,343	)		(1,378	)		(1,119	)		(1,046	)
NET INCOME	$	2,191		$	2,251		$	2,207		$	1,810		$	1,835
EPS (basic)	$	0.20		$	0.20		$	0.20		$	0.17		$	0.17
EPS (diluted)	$	0.19		$	0.20		$	0.19		$	0.17		$	0.17

Pending acquisition

During November the Company entered into a definitive agreement to purchase Valrico Bancorp, Inc. (“VBI”) and it’s wholly owned subsidiary Valrico State Bank for a combination of cash and stock. Each VBI shareholder of record will have an option to elect payment in stock, cash or a combination of stock and cash, but in no event will more than 1,333,741 CSFL common shares (70%) nor less than 1,238,475 CSFL common shares (65%) be issued in the aggregate. VBI shareholders electing CSFL stock consideration will be entitled to receive 5.25 shares of CSFL common stock for each share of VBI common stock exchanged. Those electing cash consideration will be entitled to receive $105.06 for each share of VBI common stock exchanged. VBI is a one bank holding company operating through its subsidiary, Valrico State Bank (the “Bank”). The Bank opened for business in 1989 and operates through four banking locations in Hillsborough County, Florida. At September 30, 2006, VBI reported total consolidated assets of approximately $152,000,000. The transaction is expected to close in April 2007, subject to regulatory approval and approval by VBI shareholders. The Company intends to operate the Bank as a separate wholly owned subsidiary, similar to the Company’s other subsidiary banks.

Branch activity

At the beginning of the fourth quarter, the Company had 30 banking locations, four of which are

referred to as “freedom offices,” which are small offices located inside gated retirement communities in central Florida. The office is usually located in a small room or area of the community’s “club house,” and caters to the needs of that particular community. Two of the four are very successful. The other two have not performed as well. Consequently, those two locations were closed during October 2006. Those two offices combined had total deposits of less than $1,500,000, which were transferred to another branch office. During the current quarter, the Company expensed approximately $30,000 for disposal of fixed assets related to closing the two locations.

Also during October, the Company opened a newly constructed branch office in Polk County (south of Lakeland, Florida) as well as a second new branch office in Polk County in a temporary facility on U.S. Highway 27 near Interstate 4. Construction has begun on a permanent facility, which is expected to be completed late in 2007.

Another branch office is nearing completion of construction in Osceola County (St. Cloud, Florida area) which is expected to be completed and opened during the first quarter of 2007. Several other site locations have been purchased or are in the process of being purchased for future branches in 2007 and 2008.

Dividend

On January 9, 2007, the board of directors declared a quarterly dividend of $0.035 per share payable on March 30, 2007 to all shareholders of record as of March 15, 2007.

Financial highlights

At December 31, 2006 total loans were $657,963,000, which represents a 27% increase compared to December 31, 2005. Exclusive of the $53,336,000 of loans acquired through the March 31, 2006 acquisition of CenterState Bank Mid Florida (“Mid FL”), organic loan growth during the year was approximately $87,969,000, or 17%.

At December 31, 2006 total deposits were $892,806,000, which represents a 24% increase compared to December 31, 2005. Exclusive of the $78,302,000 deposits acquired through the Mid FL acquisition, organic deposit growth during the year was approximately $97,167,000, or 14%.

The net interest margin (“NIM”) for the current quarter was 4.07% compared to 4.10% for the comparable quarter in 2005, and 4.13% for the previous quarter. After six consecutive quarters of margin expansion, the Company experienced its second quarter of margin compression (6 basis points each of the last two quarters). This is consistent with what appears to be occurring in the industry as a result of the changing yield curve and shift in deposit mix. Management believes that as local market competition placed upward pressure on time deposit rates, customers tended to shift deposits from low cost deposits to higher cost time deposit products. To address this, management has initiated incentive and other marketing plans focusing on checking account and other non time deposit account growth. These initiatives have resulted in increases in incentive compensation expense and marketing expense (see quarterly condensed consolidated non interest expense table included in this release).

Annualized return on average assets was 0.84% for the current quarter compared to 0.87% for the same quarter last year. Presented below are condensed consolidated balance sheets, condensed consolidated average balance sheets, and selected financial ratios for the periods indicated.

Condensed Consolidated Balance Sheets (unaudited)

Amounts in thousands of dollars

At quarter ended:	12/31/2006			9/30/2006			6/30/2006			3/31/2006			12/31/2005
Cash and due from banks	$	40,385		$	35,345		$	36,625		$	35,165		$	41,949
Fed funds and money market		79,636			48,250			80,285			91,294			52,977
Investments		238,015			242,921			232,063			222,305			218,841
Loans		657,963			637,684			621,638			599,884			516,658
Allowance for loan losses		(7,355	)		(7,367	)		(7,310	)		(7,095	)		(6,491	)
Goodwill		9,863			9,863			9,863			10,080			4,675
Core deposit intangible		3,083			3,249			3,414			3,580			479
Bank owned life insurance		7,320			7,246			6,172			6,108			6,043
Other assets		48,192			47,499			45,880			43,392			36,390
TOTAL ASSETS	$	1,077,102		$	1,024,690		$	1,028,630		$	1,004,713		$	871,521
Deposits	$	892,806		$	845,849		$	855,031		$	829,667		$	717,337
Other borrowings		62,792			59,605			58,595			56,973			52,811
Other liabilities		4,172			4,424			3,932			8,146			4,012
Minority interest		—			—			—			—			120
Stockholders’ equity		117,332			114,812			111,072			109,927			97,241
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	1,077,102		$	1,024,690		$	1,028,630		$	1,004,713		$	871,521
Condensed Consolidated Average Balance Sheets (unaudited) Amounts in thousands of dollars
At quarter ended:	12/31/06			9/30/06			6/30/06			3/31/06			12/31/05
Investments and fed funds	$	299,467		$	300,846		$	287,099		$	268,788		$	264,232
Loans		645,103			632,568			611,379			531,895			511,339
Allowance for loan losses		(7,398	)		(7,371	)		(7,226	)		(6,524	)		(6,444	)
All other assets		100,502			97,844			99,470			80,120			76,612
TOTAL ASSETS	$	1,037,674		$	1,023,887		$	990,722		$	874,279		$	845,739
Deposits- interest bearing	$	657,654		$	654,009		$	611,678		$	519,587		$	498,465
Deposits- non interest bearing		196,093			191,057			204,138			195,670			193,218
Other borrowings		62,399			60,486			59,413			57,022			52,880
Other liabilities		4,989			4,825			4,726			3,520			4,123
Minority interest		—			—			—			120			120
Stockholders’ equity		116,539			113,510			110,767			98,360			96,933
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	1,037,674		$	1,023,887		$	990,722		$	874,279		$	845,739

Selected financial ratios (unaudited)

As of or for the quarter ended:	12/31/06			9/30/06			6/30/06			3/31/06			12/31/05
Return on average assets		0.84	%		0.88	%		0.89	%		0.83	%		0.87	%
Return on average equity		7.52	%		7.93	%		7.97	%		7.36	%		7.57	%
Net interest margin		4.07	%		4.13	%		4.27	%		4.13	%		4.10	%
Loan / deposit ratio		73.7	%		75.4	%		72.7	%		72.3	%		72.0	%
Stockholders’ equity / total assets		10.9	%		11.2	%		10.8	%		10.9	%		11.2	%
Efficiency ratio		70	%		67	%		66	%		68	%		66	%
Book value per share	$	10.54		$	10.32		$	10.00		$	9.91		$	9.26

The Company’s credit quality remains good. Net charge-offs for the twelve month period ending December 31, 2006 were $500,000, or 0.08% of average loans for the period. During the current quarter, net charge-offs were $154,000. Allowance for loan losses was $7,355,000 at December 31, 2006, or 1.12% 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 $645,000 at December 31, 2006, compared to $1,549,000 at December 31, 2005. Non performing assets as a percentage of total assets was 0.06% at December 31, 2006, compared to 0.18% at December 31, 2005.

The Company defines non performing loans as non accrual loans plus loans past due 90 days or more and still accruing interest. Non performing loans as a percentage of total loans was 0.09% at December 31, 2006, compared to 0.29% at December 31, 2005. The ratio of allowance for loan losses to non performing loans was 1,206% at December 31, 2006, compared to 430% at December 31, 2005.

The table below summarizes selected credit quality data for the periods indicated.

Selected credit quality ratios, dollars are in thousands

(unaudited)

As of or for the quarter ended:	12/31/06			9/30/06			6/30/06			3/31/06			12/31/05
Non-accrual loans	$	448		$	696		$	850		$	647		$	852
Past due loans 90 days or more and still accruing interest		162			458			1			551			658
Total non performing loans		610			1,154			851			1,198			1,510
Other real estate owned (“OREO”)		—			—			—			—			—
Repossessed assets other than real estate		35			35			50			65			39
Total non performing assets	$	645		$	1,189		$	901		$	1,263		$	1,549
Non performing assets as a percentage of total assets		0.06	%		0.12	%		0.09	%		0.13	%		0.18	%
Non performing loans as a percentage of total loans		0.09	%		0.18	%		0.14	%		0.20	%		0.29	%
Net charge-offs (recoveries)	$	154		$	72		$	(9	)	$	283		$	205
Net charge-offs as a percentage of average loans for the period		0.02	%		0.01	%		0.00	%		0.05	%		0.04	%
Allowance for loan losses as a percentage of period end loans		1.12	%		1.16	%		1.18	%		1.18	%		1.26	%

Loan growth and deposit growth over the previous twelve months were 27% and 24% respectively. Exclusive of the $53,336,000 loans and $78,302,000 deposits acquired from the Mid FL acquisition, the previous twelve month loan and deposit growth rates were 17% and 14%, respectively. The Company does not use broker deposits nor does it solicit deposits nationally. All deposits, as well as loans, are generated from its local markets in central Florida. The tables below summarize the loan and deposit mix over the most recent five quarter ends.

Loan mix (in thousands of dollars)

At quarter ended:	12/31/06			9/30/06			6/30/06			3/31/06			12/31/05
Real estate loans
Residential	$	180,869		$	181,579		$	173,011		$	172,895		$	148,090
Commercial		291,536			277,888			267,834			256,598			219,094
Construction, development and land loans		60,950			56,112			60,289			51,304			36,352
Total real estate loans		533,355			515,579			501,134			480,797			403,536
Commercial		68,948			67,642			64,978			65,173			63,475
Consumer and other loans		56,684			55,489			56,567			54,917			50,413
Total loans before unearned fees and costs		658,987			638,710			622,679			600,887			517,424
Unearned fees and costs		(1,024	)		(1,026	)		(1,041	)		(1,003	)		(766	)
Total loans	$	657,963		$	637,684		$	621,638		$	599,884		$	516,658
Deposit mix (in thousands of dollars)
At quarter ended:	12/31/06			9/30/06			6/30/06			3/31/06			12/31/05
Checking accounts
Non interest bearing	$	223,602		$	198,386		$	207,804		$	220,541		$	219,444
Interest bearing		110,627			97,060			107,035			123,214			89,309
Savings deposits		46,806			47,562			48,471			45,899			47,350
Money market accounts		100,528			102,114			111,445			107,449			96,082
Time deposits		411,243			400,727			380,276			332,564			265,152
Total deposits	$	892,806		$	845,849		$	855,031		$	829,667		$	717,337

Non interest income and non interest expense

The tables below summarize the Company’s non interest income and non interest expense for the periods indicated.

Quarterly Condensed Consolidated Non Interest Income (unaudited)

Amounts in thousands of dollars

For the quarter ended:	12/31/06			9/30/06			6/30/06			3/31/06			12/31/05
Service charges on deposit accounts	$	876		$	902		$	875		$	748		$	809
Commissions from mortgage broker activities		71			79			106			85			106
Loan related fees		91			70			75			79			63
Commissions from sale of mutual funds and annuities		202			142			81			270			39
Rental income		50			53			50			50			49
Debit card and ATM fees		176			138			141			137			134
BOLI income		75			74			63			65			43
Gain (loss) on sale of investments		—			—			17			—			(3	)
Other service charges and fees		43			92			99			61			73
Total non interest income	$	1,584		$	1,550		$	1,507		$	1,495		$	1,313
Quarterly Condensed Consolidated Non Interest Expense (unaudited) Amounts in thousands of dollars
For the quarter ended:	12/31/06			9/30/06			6/30/06			3/31/06			12/31/05
Employee salaries and wages	$	3,200		$	3,116		$	3,000		$	2,748		$	2,584
Employee incentive/bonus compensation		586			515			523			438			465
Employee stock option expense		136			147			181			130			—
Health insurance and other employee benefits		537			432			419			372			351
Payroll taxes		210			214			220			289			174
Other employee related expenses		189			159			149			147			119
Incremental direct cost of loan origination		(276	)		(248	)		(324	)		(248	)		(253	)
Total salaries, wages and employee benefits	$	4,582		$	4,335		$	4,168		$	3,876		$	3,440
Occupancy expense		912			907			856			768			730
Depreciation of premises and equipment		497			484			498			456			428
Supplies, stationary and printing		146			141			174			146			130
Marketing expenses		249			98			106			132			119
Data processing expenses		280			300			273			252			240
Legal, auditing and other professional fees		187			190			165			131			175
Bank regulatory related expenses		93			96			79			58			75
Postage and delivery		65			66			66			79			54
ATM related expenses		94			110			114			116			110
Amortization of CDI		166			165			166			17			18
Other expenses		583			571			632			559			598
Total non interest expense	$	7,854		$	7,463		$	7,297		$	6,590		$	6,117

CenterState Banks of Florida, Inc. is a multi bank holding company which operates through four wholly owned subsidiary banks with thirty locations in eight 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), Chris Cerniglia, at Ryan Beck & Co (800-793-7226), Michael Acampora, at Raymond James (800-363-9652), 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.