10-Q

U. S. SECURITIES AND EXCHANGE COMMISSION

Washington, D. C. 20549

Form 10-Q

(Mark One)

x Quarterly report under Section 13 or 15 (d) of the Securities Exchange Act of 1934

For the quarterly period ended March 31, 2008

¨ Transition report under Section 13 or 15 (d) of the Exchange Act

For the transition period from              to             

Commission file number 000-32017

CENTERSTATE BANKS OF FLORIDA, INC.

(Exact Name of Registrant as Specified in Its Charter)

Florida	59-3606741
(State or Other Jurisdiction of Incorporation or Organization)	(I.R.S. Employer Identification No.)

1101 First Street South, Suite 202

Winter Haven, Florida 33880

(Address of Principal Executive Offices)

(863) 293-2600

(Issuer’s Telephone Number, Including Area Code)

Check whether the issuer: (1) filed all reports required to be filed by Section 12, 13 or 15 (d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days:    YES  x    NO  ¨

Check whether the registrant is a large accelerated filer, an accelerated filer, non-accelerated filer or a smaller reporting company.

Large accelerated filer  ¨	Accelerated filer  x
Non-accelerated filer  ¨	Smaller reporting company  ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act):    YES  ¨    NO  x

State the number of shares outstanding of each of the issuer’s classes of common Equity, as of the latest practicable date:

Common stock, par value $.01 per share	12,444,407 shares
(class)	Outstanding at May 7, 2008

CENTERSTATE BANKS OF FLORIDA, INC. AND SUBSIDIARIES

INDEX

		Page
PART I. FINANCIAL INFORMATION
Item 1.	Financial Statements
Condensed consolidated balance sheets - March 31, 2008 and December 31, 2007 (unaudited)		2
Condensed consolidated statements of earnings for the three months ended March 31, 2008 and 2007 (unaudited)		3
Condensed consolidated statements of cash flows – three months ended March 31, 2008 and 2007 (unaudited)		4
Notes to condensed consolidated financial statements (unaudited)		5
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	8
Item 3.	Quantitative and qualitative disclosures about market risk	20
Item 4.	Controls and procedures	20
PART II. OTHER INFORMATION
Item 1.	Legal Proceedings	21
Item 1a.	Risk Factors	21
Item 2.	Unregistered sales of Equity Securities and Use of Proceeds	21
Item 3.	Defaults Upon Senior Securities	21
Item 4.	Submission of Matters to a Vote of Shareholders	21
Item 5.	Other Information	21
Item 6.	Exhibits	21
SIGNATURES		22
CERTIFICATIONS		23

1

Centerstate Banks of Florida, Inc. and Subsidiaries

CONDENSED CONSOLIDATED BALANCE SHEETS (unaudited)

(in thousands of dollars)

	As of March 31, 2008			As of December 31, 2007
ASSETS
Cash and due from banks	$	36,279		$	30,293
Federal funds sold and money market accounts		81,585			42,155
Cash and cash equivalents		117,864			72,448
Investment securities available for sale, at fair value		192,773			199,434
Loans		833,743			841,405
Less allowance for loan losses		(11,258	)		(10,828	)
Net Loans		822,485			830,577
Accrued interest receivable		5,535			5,843
Federal Home Loan Bank and Federal Reserve Bank stock		5,321			5,408
Bank premises and equipment, net		56,559			55,458
Deferred income taxes, net		550			1,120
Goodwill		28,118			28,118
Core deposit intangible		4,525			4,725
Bank owned life insurance		9,823			9,728
Other real estate owned		792			583
Prepaid expense and other assets		4,254			3,988
TOTAL ASSETS	$	1,248,599		$	1,217,430
LIABILITIES AND STOCKHOLDERS’ EQUITY
Deposits:
Demand – non-interest bearing	$	172,711		$	159,089
Demand – interest bearing		148,155			135,442
Savings and money market accounts		165,320			142,203
Time deposits		518,911			535,886
Total deposits		1,005,097			972,620
Securities sold under agreement to repurchase		35,005			33,128
Corporate debenture		12,500			12,500
Other borrowed funds		38,000			42,518
Accrued interest payable		1,881			1,940
Accounts payables and accrued expenses		6,134			6,442
Total liabilities		1,098,617			1,069,148
Stockholders’ equity:
Preferred Stock, $.01 par value; 5,000,000 shares authorized No shares issued or outstanding		—			—
Common stock, $.01 par value: 40,000,000 shares authorized; 12,444,407 and 12,436,407 shares issued and outstanding at March 31, 2008 and December 31, 2007 respectively		124			124
Additional paid-in capital		110,773			110,604
Retained earnings		37,470			36,857
Accumulated other comprehensive income		1,615			697
Total stockholders’ equity		149,982			148,282
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	1,248,599		$	1,217,430

See notes to the accompanying condensed consolidated financial statements

2

Centerstate Banks of Florida, Inc. and Subsidiaries

CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS (unaudited)

(in thousands of dollars, except per share data)

	Three months ended
	Mar 31, 2008		Mar 31, 2007
Interest income:
Loans	$	14,988	$	13,009
Investment securities available for sale:
Taxable		1,943		2,480
Tax-exempt		380		295
Federal funds sold and other		655		736
		17,966		16,520
Interest expense:
Deposits		7,288		5,992
Securities sold under agreement to repurchase		200		709
Corporate debenture		247		220
Other borrowed funds		417		1
		8,152		6,922
Net interest income		9,814		9,598
Provision for loan losses		604		282
Net interest income after loan loss provision		9,210		9,316
Other income:
Service charges on deposit accounts		1,086		953
Commissions from mortgage broker activities		21		52
Commissions on sale of mutual funds and annuities		109		80
Debit card and ATM fees		261		188
Loan related fees		107		75
BOLI income		95		74
Gain on sale of securities		44		—
Other service charges and fees		148		118
		1,871		1,540
Other expenses:
Salaries, wages and employee benefits		5,330		4,655
Occupancy expense		1,130		914
Depreciation of premises and equipment		589		504
Supplies, stationary and printing		190		146
Marketing expenses		273		287
Data processing expense		298		280
Legal, auditing and other professional fees		263		196
Core deposit intangible (CDI) amortization		199		139
Postage and delivery		90		68
ATM related expenses		109		103
Bank regulatory expenses		184		98
Other expenses		822		683
Total other expenses		9,477		8,073
Income before provision for income taxes		1,604		2,783
Provision for income taxes		493		975
Net income	$	1,111	$	1,808
Earnings per share:
Basic	$	0.09	$	0.16
Diluted	$	0.09	$	0.16
Common shares used in the calculation of earnings per share:
Basic		12,442,517		11,146,978
Diluted		12,581,714		11,406,681

See notes to the accompanying condensed consolidated financial statements.

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Centerstate Banks of Florida, Inc. and Subsidiaries

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited)

(in thousands of dollars)

	Three months ended March 31,
	2008			2007
Cash flows from operating activities:
Net Income	$	1,111		$	1,808
Adjustments to reconcile net income to net cash provided by operating activities:
Provision for loan losses		604			282
Depreciation of premises and equipment		589			504
Amortization of purchase accounting adjustments		142			130
Net amortization/accretion of investment securities		(9	)		27
Net deferred loan origination fees		(132	)		(38	)
OREO valuation write down		20			—
Gain on sale of securities available for sale		(44	)		—
Deferred income taxes		(6	)		9
Stock based compensation expense		91			135
Bank owned life insurance income		(95	)		(74	)
Net cash from changes in:
Net changes in accrued interest receivable, prepaid expenses, and other assets		42			(843	)
Net change in accrued interest payable, accrued expense, and other liabilities		(360	)		(244	)
Net cash provided by operating activities		1,953			1,696
Cash flows from investing activities:
Purchases of investment securities available for sale		(3,200	)		(12,631	)
Purchases of mortgage backed securities available for sale		(18,037	)		(11,895	)
Purchases of FHLB and FRB stock		(414	)		(57	)
Proceeds from maturities of investment securities available for sale		2,109			17,000
Proceeds from called investment securities available for sale		4,000			—
Proceeds from pay-downs of mortgage backed securities available for sale		9,156			7,011
Proceeds from sales of investment securities available for sale		2,684			—
Proceeds from sales of mortgage backed securities available for sale		11,496			—
Proceeds from sales of FHLB and FRB stock		501			—
Decrease (increase) in loans, net of repayments		7,402			(26,360	)
Purchases of premises and equipment, net		(1,690	)		(2,156	)
Proceeds from sale of other real estate owned		46			—
Net cash used in investing activities		14,053			(29,088	)
Cash flows from financing activities:
Net increase (decrease) in deposits		32,471			(3,159	)
Net increase in securities sold under agreement to repurchase		1,877			10,744
Net decrease in other borrowings		(4,518	)		—
Stock options exercised, including tax benefit		78			431
Dividends paid		(498	)		(391	)
Net cash provided by financing activities		29,410			7,625
Net increase (decrease) in cash and cash equivalents		45,416			(19,767	)
Cash and cash equivalents, beginning of period		72,448			120,021
Cash and cash equivalents, end of period	$	117,864		$	100,254

4

Centerstate Banks of Florida, Inc. and Subsidiaries

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited)

(in thousands of dollars)

(continued)

	Three months ended March 31,
	2008		2007
Transfer of loan to other real estate owned	$	275	$	215
Cash paid during the period for:
Interest	$	8,209	$	6,895
Income taxes	$	—	$	—

See notes to the accompanying condensed consolidated financial statements.

CenterState Banks of Florida, Inc. and Subsidiaries

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

NOTE 1: Nature of Operations and basis of presentation

Our consolidated financial statements include the accounts of CenterState Banks of Florida, Inc. (the “Parent Company” or “CSFL”), and our wholly owned subsidiary banks and their wholly owned subsidiary, C. S. Processing. Our four subsidiary banks operate through 37 locations in nine Counties throughout Central Florida, providing traditional deposit and lending products and services to their commercial and retail customers.

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and with the instructions to Form 10-Q. Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States of America for complete financial statements. These statements should be read in conjunction with the consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2007. In our opinion, all adjustments, consisting primarily of normal recurring adjustments, necessary for a fair presentation of the results for the interim periods have been made. The results of operations of the three month period ended March 31, 2008 are not necessarily indicative of the results expected for the full year.

NOTE 2: Common stock outstanding and earnings per share data

Basic earnings per share is based on the weighted average number of common shares outstanding during the periods. Diluted earnings per share includes the weighted average number of common shares outstanding during the periods and the further dilution from stock options using the treasury method. There were 865,000 stock options that were anti dilutive at March 31, 2008. The following is a reconciliation of the numerators and denominators of the basic and diluted earnings per share computations for the periods presented (dollars are in thousands, except per share data).

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	For the three months ended March 31,
	2008					2007
	Earnings		Weighted Average Shares	Per Share Amount		Earnings		Weighted Average Shares	Per Share Amount
Basic EPS
Net earnings available to common Stockholders	$	1,111	12,442,517	$	0.09	$	1,808	11,146,978	$	0.16
Effect of dilutive securities:
Incremental shares from assumed exercise of stock Options		—	139,197		—		—	259,703		—
Diluted EPS
Net earnings available to common stockholders and assumed Conversions	$	1,111	12,581,714	$	0.09	$	1,808	11,406,681	$	0.16

NOTE 3: Comprehensive income

Under Statement of Financial Accounting Standards No. 130, “Reporting Comprehensive Income,” certain transactions and other economic events that bypass our income statement must be displayed as other comprehensive income. Our comprehensive income consists of net income and unrealized gains and losses on securities available-for-sale, net of deferred income taxes.

The table below sets forth our comprehensive income for the periods indicated below (in thousands of dollars).

	Three months ended
	Mar 31, 2008			Mar 31, 2007
Net income	$	1,111		$	1,808
Other comprehensive income, net of tax:
Unrealized holding gain arising during the period		945			401
Reclassified adjustments for gain included in net income, net of income taxes of $17		(27	)		—
Other comprehensive income, net of tax		918			401
Comprehensive income	$	2,029		$	2,209

NOTE 4: Subsequent sale of branch

The Company sold one of its branch office buildings on April 1, 2008 for $2,500,000 and simultaneously entered into an agreement to lease back the real estate for a period of one year with an option to renew the lease for an additional year. A pre-tax gain on the sale of approximately $1,483,000 was recognized during April. The branch office has been operating from its current location since October 1996. It has approximately $14 million in deposits and $11 million in loans. The sale was for the real estate only. It is our intention to eventually transfer the related customer accounts to either a new branch office that has not yet been identified or to one of our existing branch locations.

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NOTE 5: Fair value

FASB Statement No. 157 establishes a fair value hierarchy which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The standard describes three levels of inputs that may be used to measure fair value:

Level 1: Quoted prices (unadjusted) or identical assets or liabilities in active markets that the entity has the ability to access as of the measurement date.

Level 2: Significant other observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data.

Level 3: Significant unobservable inputs that reflect a reporting entity’s own assumptions about the assumptions that market participants would use in pricing and asset or liability.

The fair values of trading securities and securities available for sale are determined by obtaining quoted prices on nationally recognized securities exchanges (Level 1 inputs) or matrix pricing, which is a mathematical technique widely used in the industry to value debt securities without relying exclusively on quoted prices for the specific securities but rather by relying on the securities’ relationship to other benchmark quoted securities (Level 2 inputs).

Assets and liabilities measured at fair value on a recurring basis are summarized below (in thousands of dollars).

			Fair value measurements at March 31, 2008 using
	Mar 31, 2008		Quoted prices in active markets for identical assets (Level 1)		Significant other observable inputs (Level 2)		Significant unobservable inputs (Level 3)
Assets:
Available for sale securities	$	192,773	$	0	$	192,773	$	0

Assets and liabilities measured at fair value on a non-recurring basis are summarized below (in thousands of dollars).

			Fair value measurements at March 31, 2008 using
	Mar 31, 2008		Quoted prices in active markets for identical assets (Level 1)		Significant other observable Inputs (Level 2)		Significant unobservable inputs (Level 3)
Assets:
Impaired loans	$	17,747	$	0	$	17,747	$	0

Impaired loans, which are measured for impairment using the fair value of the collateral for collateral dependent loans, had a carrying amount of $18,947,000, with a valuation allowance of $1,200,000, resulting in an additional provision for loan losses of $388,000 for the period.

NOTE 6: Effect of new pronouncements

In September 2006, the FASB issued Statement No. 157, Fair Value Measurements. This Statement defines fair value, establishes a framework for measuring fair value and expands disclosures

7

about fair value measurements. This Statement establishes a fair value hierarchy about the assumptions used to measure fair value and clarifies assumptions about risk and the effect of a restriction on the sale or use of an asset. The standard is effective for fiscal years beginning after November 15, 2007. In February 2008, the FASB issued Staff Position (FSP) 157-2, Effective Date of FASB Statement No. 157. This FSP delays the effective date of FAS 157 for all nonfinancial assets and nonfinancial liabilities, except those that are recognized or disclosed at fair value on a recurring basis (at least annually) to fiscal years beginning after November 15, 2008, and interim periods within those fiscal years. The impact of adoption was not material.

In February 2007, the FASB issued Statement No. 159, The Fair Value Option for Financial Assets and Financial Liabilities. The standard provides companies with an option to report selected financial assets and liabilities at fair value and establishes presentation and disclosure requirements designed to facilitate comparisons between companies that choose different measurement attributes for similar types of assets and liabilities. The Company did not elect the fair value option for any financial assets or financial liabilities as of January 1, 2008, the effective date of the standard.

In September 2006, the FASB Emerging Issues Task Force finalized Issue No. 06-4, Accounting for Deferred Compensation and Postretirement Benefit Aspects of Endorsement Split-Dollar Life Insurance Arrangements. This issue requires that a liability be recorded during the service period when a split-dollar life insurance agreement continues after participants’ employment or retirement. The required accrued liability will be based on either the post-employment benefit cost for the continuing life insurance or based on the future death benefit depending on the contractual terms of the underlying agreement. This issue is effective for fiscal years beginning after December 15, 2007. The impact of adoption was not material.

On November 5, 2007, the SEC issued Staff Accounting Bulletin No. 109, Written Loan Commitments Recorded at Fair Value through Earnings (“SAB 109”). Previously, SAB 105, Application of Accounting Principles to Loan Commitments, stated that in measuring the fair value of a derivative loan commitment, a company should not incorporate the expected net future cash flows related to the associated servicing of the loan. SAB 109 supersedes SAB 105 and indicates that the expected net future cash flows related to the associated servicing of the loan should be included in measuring fair value for all written loan commitments that are accounted for at fair value through earnings. SAB 105 also indicated that internally-developed intangible assets should not be recorded as part of the fair value of a derivative loan commitment, and SAB 109 retains that view. SAB 109 is effective for derivative loan commitments issued or modified in fiscal quarters beginning after December 15, 2007. The impact of adoption was not material.

ITEM 2: MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

COMPARISON OF BALANCE SHEETS AT MARCH 31, 2008 AND DECEMBER 31, 2007

Overview

Total assets were $1,248,599,000 as of March 31, 2008, compared to $1,217,430,000 at December 31, 2007, an increase of $31,169,000 or 2.6%. The increase resulted primarily from internally generated deposit growth.

8

Federal funds sold and money market accounts

Federal funds sold and money market accounts were $81,585,000 at March 31, 2008 (approximately 6.5% of total assets) as compared to $42,155,000 at December 31, 2007 (approximately 3.5% of total assets). We use our available-for-sale securities portfolio, as well as federal funds sold and money market accounts for liquidity management and for investment yields. These accounts, as a group, will fluctuate as a function of loans outstanding.

Investment securities

Securities available-for-sale, consisting primarily of U.S. Treasury and government agency securities, and municipal tax exempt securities were $192,773,000 at March 31, 2008 (approximately 15% of total assets) compared to $199,434,000 at December 31, 2007 (approximately 16% of total assets), a decrease of $6,661,000 or 3.3%. These securities are carried at fair value. We classify our securities as “available-for-sale” to provide for greater flexibility to respond to changes in interest rates as well as future liquidity needs. We use our available-for-sale securities portfolio, as well as federal funds sold and money market accounts for liquidity management and for investment yields. These accounts, as a group, will fluctuate as a function of loans outstanding as discussed above, under the caption “Federal funds sold and money market accounts.”

Loans

Lending-related income is the most important component of our net interest income and is a major contributor to profitability. The loan portfolio is the largest component of earning assets, and it therefore generates the largest portion of revenues. The absolute volume of loans and the volume of loans as a percentage of earning assets is an important determinant of net interest margin as loans are expected to produce higher yields than securities and other earning assets. Average loans during the quarter ended March 31, 2008, were $834,971,000, or 75% of average earning assets, as compared to $669,005,000, or 69% of average earning assets, for the quarter ending March 31, 2007. Total loans, net of unearned fees and cost, at March 31, 2008 and December 31, 2007 were $833,743,000 and $841,405,000, respectively, a decrease of $7,662,000, or 0.9%. This represents a loan to total asset ratio of 67% and 69% and a loan to deposit ratio of 83% and 87%, at March 31, 2008 and December 31, 2007, respectively. The lack of growth in loans during this period was due to the current economic environment in general and the lending environment in particular in central Florida.

Our residential real estate loans totaled $209,591,000 or 25% of our total loans as of March 31, 2008. As with all of our loans, these are originated in our geographical market area in central Florida. We do not engage in sub-prime lending. As of this same date, our commercial real estate loans totaled $389,316,000, or 47% of our total loans. Construction, development, and land loans totaled $95,700,000, or 11% of our loans. As a group, all of our real estate collateralized loans represent approximately 83% of our total loans at March 31, 2008. The remaining 17% is comprised of commercial loans (9%) and consumer loans (8%).

Loan concentrations are considered to exist where there are amounts loaned to multiple borrowers engaged in similar activities, which collectively could be similarly impacted by economic or other conditions and when the total of such amounts would exceed 25% of total capital. Due to the lack of diversified industry and the relative proximity of markets served, the Company has concentrations in geographic as well as in types of loans funded.

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The following table sets forth information concerning the loan portfolio by collateral types as of the dates indicated (dollars are in thousands).

	March 31, 2008			Dec 31, 2007
Real estate loans
Residential	$	209,591		$	209,186
Commercial		389,316			385,669
Construction, development, land		95,700			108,615
Total real estate		694,607			703,470
Commercial		77,495			78,231
Other		62,493			60,687
Gross loans before		834,595			842,388
Unearned fees/costs		(852	)		(983	)
Total loans net of unearned fees		833,743			841,405
Allowance for loan losses		(11,258	)		(10,828	)
Total loans net of unearned fees and allowance for loan losses	$	822,485		$	830,577

Credit quality and allowance for loan losses

We maintain an allowance for loan losses that we believe is adequate to absorb probable losses inherent in our loan portfolio. The allowance is increased by the provision for loan losses, which is a charge to current period earnings and decreased by loan charge-offs net of recoveries of prior period loan charge-offs. Loans are charged against the allowance when management believes collection of the principal is unlikely.

The allowance consists of two components. The first component is an allocation for impaired loans, as defined by Statement of Financial Accounting Standard No. 114. Impaired loans are those loans that management has estimated will not repay as agreed upon. Each of these loans is required to have a written analysis supporting the amount of specific allowance allocated to the particular loan, if any. That is to say, a loan may be impaired (i.e. not expected to repay as agreed), but may be sufficiently collateralized such that we expect to recover all principal and interest eventually, and therefore no specific allowance is warranted.

The second component is a general allowance on all of the Company’s loans other than those identified as impaired. We group these loans into five general categories with similar characteristics, then apply an adjusted loss factor to each group of loans to determine the total amount of this second component of our allowance for loan losses. The adjusted loss factor for each category of loans is a derivative of our historical loss factor for that category, adjusted for current internal and external environmental factors, as well as for certain loan grading factors.

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In the table below we have shown the two components, as discussed above, of our allowance for loan losses at March 31, 2008 and December 31, 2007.

(amounts are in thousands of dollars)	Mar 31, 2008			Dec 31, 2007			Increase (decrease)
Impaired loans	$	18,947		$	11,803		$	7,144
Component 1 (specific allowance)		1,200			812			388
Specific allowance as percentage of impaired loans		6.33	%		6.88	%		(55 bps	)
Total loans other than impaired loans		814,796			829,602			(14,806	)
Component 2 (general allowance)		10,058			10,016			42
General allowance as percentage of non impaired loans		1.23	%		1.21	%		2 bps
Total loans		833,743			841,405			(7,662	)
Total allowance for loan losses		11,258			10,828			430
Allowance for loan losses as percentage of total loans		1.35	%		1.29	%		6 bps

As shown in the table above, our allowance for loan losses (“ALLL”) as a percentage of total loans outstanding was 1.35% at March 31, 2008 compared to 1.29% at December 31, 2007. Our ALLL increased by $430,000 during this three month period. Of this amount, $42,000 relates to an increase in our Component 2, or general allowance, as described and discussed above. This increase is primarily due to changes in this component’s environmental risk factors net of the decrease in our loan portfolio. The remaining $388,000 increase is due to an increase in our Component 1, or specific allowance. This Component is the result of specific allowance analyses prepared for each of our impaired loans.

The table below sets forth the activity in the allowance for loan losses for the periods presented, in thousands of dollars.

	Three month period end March 31,
	2008			2007
Allowance at beginning of period	$	10,828		$	7,355
Charge-offs
Commercial loans		—			—
Real estate loans		(226	)		—
Consumer loans		(72	)		(27	)
Total charge-offs		(298	)		(27	)
Recoveries
Commercial loans		6			1
Real estate loans		78			6
Consumer loans		40			15
Total recoveries		124			22
Net charge-offs		(174	)		(5	)
Provision for loan losses		604			282
Allowance at end of period	$	11,258		$	7,632

Nonperforming assets

Non-performing loans consist of non-accrual loans and loans past due 90 days or more and still accruing interest. Non-performing assets consist of non-performing loans plus repossessed real estate owned (“OREO”) and repossessed assets other than real estate. We place loans on non-accrual status when they are past due 90 days and management believes the borrower’s financial condition, after giving consideration to economic conditions and collection efforts, is such that collection of interest is doubtful. When we place a loan on non-accrual status, interest accruals cease and uncollected interest is reversed and charged against current income. Subsequent collections reduce the principal balance of the loan until the loan is returned to accrual status.

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The following table sets forth information regarding the components of nonperforming assets at the dates indicated (in thousands of dollars).

	Mar. 31 2008			Dec. 31 2007
Non-accrual loans	$	9,101		$	3,797
Past due loans 90 days or more and still accruing interest		2,345			277
Total non-performing loans		11,446			4,074
Other real estate owned		792			583
Repossessed assets other than real estate		236			170
Total non-performing assets	$	12,474		$	4,827
Total non-performing loans as a percentage of total loans		1.37	%		0.48	%
Total non-performing assets as a percentage of total assets		1.00	%		0.40	%
Allowance for loan losses	$	11,258		$	10,828
Allowance for loan losses as a percentage of non-performing loans		98	%		266	%

We continually analyze our loan portfolio in an effort to recognize and resolve problem assets as quickly and efficiently as possible. As of March 31, 2008, we believe the allowance for loan losses was adequate. However, we recognize that many factors can adversely impact various segments of the market. Accordingly, there is no assurance that losses in excess of such allowance will not be incurred.

Bank premises and equipment

Bank premises and equipment was $56,559,000 at March 31, 2008 compared to $55,458,000 at December 31, 2007, an increase of $1,101,000 or 2%. This amount is the result of purchases and construction costs totaling $1,690,000 less $589,000 of depreciation expense. Most of these costs relate to construction activity at several of our office locations.

Deposits

Total deposits were $1,005,097,000 at March 31, 2008, compared to $972,620,000 at December 31, 2007, an increase of $32,477,000 or 3.3% (13% on an annualized basis). Deposit growth, especially in core deposits (i.e. non time deposit accounts) has been a challenge. Core deposit growth has been and remains a primary focus for us. Our subsidiary Presidents have initiated various incentive programs throughout their Banks as well as other marketing efforts targeted at deposit growth. We believe there are several forces causing the slow down in deposit growth, including the interest rate environment which may have enticed customers to shift from lower yielding accounts to higher yielding time deposits and the slow down in real estate activity in Florida, which translates into less transactions which equates to lower balances held in title company accounts and other real estate related accounts. We are very pleased to report not only an increase in our deposits during this first quarter of 2008, as discussed above, but even more so to report that the growth in deposits are in core deposits. Our core deposits increased by $49,452,000, or 11.3% and our time deposits decreased by $16,975,000, or 3.2%. Although we view this change as a positive, our average deposits for the current quarter ($989,849,000) were slightly less than the average for the previous quarter ($991,055,000).

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The table below sets forth our deposits by type and as a percentage to total deposits at March 31, 2008 and December 31, 2007 (amounts shown in the table are in thousands of dollars).

	Mar 31, 2008		% of total		Dec 31, 2007		% of total
Demand – non-interest bearing	$	172,711	17	%	$	159,089	16	%
Demand – interest bearing		148,155	15	%		135,442	14	%
Savings and money market accounts		165,320	16	%		142,203	15	%
Time deposits		518,911	52	%		535,886	55	%
Total deposits	$	1,005,097	100	%	$	972,620	100	%

Securities sold under agreement to repurchase

Our subsidiary banks enter into borrowing arrangements with our retail business customers by agreements to repurchase (“securities sold under agreements to repurchase”) under which the banks pledge investment securities owned and under their control as collateral against the one-day borrowing arrangement. These short-term borrowings totaled $35,005,000 at March 31, 2008 compared to $33,128,000 at December 31, 2007, resulting in an increase of $1,877,000, or 6%.

Other borrowed funds

From time to time we borrow short-term either through Federal Home Loan Bank advances or Federal Funds Purchased. At March 31, 2008 and December 31, 2007, advances from the Federal Home Loan Bank were as follows (amounts are in thousands of dollars).

	Mar 31, 2008		Dec 31, 2007
Daily overnight advances, at December 31, 2007 the interest rate is 4.4%	$	—	$	36,000
Matures January 2, 2008, interest rate is fixed at 4.6%		—		1,518
Matures March 28, 2008, interest rate is fixed at 5.51%		—		2,000
Matures August 1, 2008, interest rate is fixed at 2.92%		10,000		—
Matures October 22, 2008, interest rate is fixed at 3.02%		5,000		—
Matures December 31, 2008, interest rate is fixed at 4.11%		3,000		3,000
Matures January 12, 2009, interest rate is fixed at 3.48%		10,000		—
Matures February 2, 2009, interest rate is fixed at 2.72%		10,000		—
Total	$	38,000	$	42,518

Corporate debentures

We formed CenterState Banks of Florida Statutory Trust I (the “Trust”) for the purpose of issuing trust preferred securities. On September 22, 2003, we issued a floating rate corporate debenture in the amount of $10,000,000. The Trust used the proceeds from the issuance of a trust preferred security to acquire the corporate debenture of the Company. The trust preferred security essentially mirrors the corporate debenture, carrying a cumulative preferred dividend at a variable rate equal to the interest rate on the corporate debenture (three month LIBOR plus 305 basis points). The corporate debenture and the trust preferred security each have 30-year lives. The trust preferred security and the corporate debenture are callable by the Company or the Trust, at their respective option after five years, and sooner in specific events, subject to prior approval by the Federal Reserve Board, if then required. The Company has treated the trust preferred security as Tier 1 capital up to the maximum amount allowed under the Federal Reserve guidelines for federal regulatory purposes.

In September 2004, Valrico Bancorp Inc. (“VBI”) formed Valrico Capital Statutory Trust (“Valrico Trust”) for the purpose of issuing trust preferred securities. On September 9, 2004, VBI issued a floating rate corporate debenture in the amount of $2,500,000. The Trust used the proceeds from the

13

issuance of a trust preferred security to acquire the corporate debenture. On April 2, 2007, the Company acquired all the assets and assumed all the liabilities of VBI pursuant to the merger agreement, including VBI’s corporate debenture and related trust preferred security discussed above. The trust preferred security essentially mirrors the corporate debenture, carrying a cumulative preferred dividend at a variable rate equal to the interest rate on the corporate debenture (three month LIBOR plus 270 basis points). The corporate debenture and the trust preferred security each have 30-year lives. The trust preferred security and the corporate debenture are callable by the Company or the Valrico Trust, at their respective option after five years, and sooner in specific events, subject to prior approval by the Federal Reserve, if then required. The Company has treated the trust preferred security as Tier 1 capital up to the maximum amount allowed under the Federal Reserve guidelines for federal regulatory purposes.

Stockholders’ equity

Stockholders’ equity at March 31, 2008, was $149,982,000, or 12.0% of total assets, compared to $148,282,000, or 12.2% of total assets at December 31, 2007. The increase in stockholders’ equity was due to the following items:

$148,282,000	Total stockholders’ equity at December 31, 2007
1,111,000	Net income during the period
(498,000)	Dividends declared and paid ($0.04 per share)
918,000	Net increase in market value of securities available for sale, net of deferred taxes
78,000	Employee stock options exercised
91,000	Employee stock option expense consistent with SFAS #123(R)
$149,982,000	Total stockholders’ equity at March 31, 2008

The federal bank regulatory agencies have established risk-based capital requirements for banks. These guidelines are intended to provide an additional measure of a bank’s capital adequacy by assigning weighted levels of risk to asset categories. Banks are also required to systematically maintain capital against such “off- balance sheet” activities as loans sold with recourse, loan commitments, guarantees and standby letters of credit. These guidelines are intended to strengthen the quality of capital by increasing the emphasis on common equity and restricting the amount of loan loss reserves and other forms of equity such as preferred stock that may be included in capital. As of March 31, 2008, each of our four subsidiary banks exceeded the minimum capital levels to be considered “well capitalized” under the terms of the guidelines.

Selected consolidated capital ratios at March 31, 2008 and December 31, 2007 are presented in the table below.

	Actual				Well capitalized				Excess
	Amount		Ratio		Amount		Ratio		Amount
March 31, 2008
Total capital (to risk weighted assets)	$	139,482	15.1	%	$	92,445	> 10	%	$	47,037
Tier 1 capital (to risk weighted assets)		128,224	13.9	%		55,467	> 6	%		72,757
Tier 1 capital (to average assets)		128,224	10.7	%		60,218	> 5	%		68,006
December 31, 2007
Total capital (to risk weighted assets)	$	138,070	15.0	%	$	92,231	> 10	%	$	45,839
Tier 1 capital (to risk weighted assets)		127,242	13.8	%		55,339	> 6	%		71,903
Tier 1 capital (to average assets)		127,242	10.8	%		58,995	> 5	%		68,247

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COMPARISON OF RESULTS OF OPERATIONS FOR THE THREE MONTH PERIODS ENDED MARCH 31, 2008 AND 2007

Overview

Net income for the three months ended March 31, 2008 was $1,111,000 or $0.09 per share basic and diluted, compared to $1,808,000 or $0.16 per share basic and diluted for the same period in 2007. The primary reason for the difference was the 48bps decrease in our net interest margin which decreased from 4.09% in the first quarter of 2007 to 3.61% in the first quarter of 2008.

The return on average equity (“ROE”) and the return on average assets (“ROA”), calculated on an annualized basis, for the three month period ended March 31, 2008 was 2.97% and 0.36%, respectively, as compared to 6.17% and 0.69%, respectively, for the same period in 2007.

Net interest income/margin

Net interest income increased $216,000 or 2% to $9,814,000 during the three month period ended March 31, 2008 compared to $9,598,000 for the same period in 2007. The $216,000 increase was the result of a $1,446,000 increase in interest income less a $1,230,000 increase in interest expense.

Interest earning assets averaged $1,109,136,000 during the three month period ended March 31, 2008 as compared to $964,370,000 for the same period in 2007, an increase of $144,766,000, or 15%. The yield on average interest earning assets decreased 44bps to 6.51% (43bps to 6.57% tax equivalent basis) during the three month period ended March 31, 2008, compared to 6.95% (7.00% tax equivalent basis) for the same period in 2007. The combined effects of the $144,766,000 increase in average interest earning assets and the 44bps (43bps tax equivalent basis) decrease in yield on average interest earning assets resulted in the $1,446,000 increase in interest income between the two periods.

Interest bearing liabilities averaged $914,645,000 during the three month period ended March 31, 2008 as compared to $746,143,000 for the same period in 2007, an increase of $168,502,000, or 23%. The cost of average interest bearing liabilities decreased 18bps to 3.58% during the three month period ended March 31, 2008, compared to 3.76% for the same period in 2007. The combined effects of the $168,502,000 increase in average interest bearing liabilities and the 18bps decrease in cost on average interest bearing liabilities resulted in the $1,230,000 increase in interest expense between the two periods.

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The table below summarizes the analysis of changes in interest income and interest expense for the three month periods ended March 31, 2008 and 2007 on a tax equivalent basis (in thousands of dollars).

	Three months ended March 31,
	2008							2007
	Average Balance			Interest Inc / Exp		Average Rate		Average Balance			Interest Inc / Exp		Average Rate
Loans (1) (2) (9)	$	834,971		$	15,018	7.23	%	$	669,005		$	13,035	7.90	%
Securities- taxable (3) (9)		236,379			2,598	4.42	%		265,435			3,216	4.91	%
Securities- tax exempt (9)		37,786			501	5.33	%		29,930			402	5.45	%
Total earning assets		1,109,136			18,117	6.57	%		964,370			16,653	7.00	%
Allowance for loan losses		(10,896	)						(7,423	)
All other assets		138,754							104,594
Total assets	$	1,236,994						$	1,061,541
Deposits (4)		826,334			7,288	3.55	%		673,561			5,992	3.61	%
Borrowings (5)		75,811			617	3.27	%		62,582			710	4.60	%
Corporate debenture (6)		12,500			247	7.95	%		10,000			220	8.92	%
Total interest bearing
Liabilities		914,645			8,152	3.58	%		746,143			6,922	3.76	%
Demand deposits		163,515							192,945
Other liabilities		8,552							3,695
Stockholders’ equity		150,282							118,758
Total liabilities and
Stockholders’ equity	$	1,236,994						$	1,061,541
Net interest spread (tax equivalent basis) (7)						2.99	%						3.24	%
Net interest income (tax equivalent basis)				$	9,965						$	9,731
Net interest margin (tax equivalent basis) (8)						3.61	%						4.09	%

Note 1: Loan balances are net of deferred origination fees and costs.

Note 2: Interest income on average loans includes loan fee recognition of $95,000 and $138,000 for the three month periods ended March 31, 2008 and 2007.

Note 3: Includes securities available-for-sale, federal funds sold and money market and earnings on Federal Reserve Bank stock and Federal Home Loan Bank stock.

Note 4: Includes interest bearing deposits only. Non-interest bearing checking accounts are included in the demand deposits listed above.

Note 5: Includes securities sold under agreements to repurchase, federal funds purchased and federal home loan bank advances.

Note 6: Includes amortization of origination costs and amortization of fair market value adjustment related to our April 2, 2007 acquisition of VSB of $2,000 and $9,000 for the three month periods ended March 31, 2008 and 2007. Amounts are shown net.

Note 7: Represents the average rate earned on interest earning assets minus the average rate paid on interest bearing liabilities.

Note 8: Represents net interest income divided by total interest earning assets.

Note 9: Interest income and rates include the effects of a tax equivalent adjustment using applicable statutory tax rates to adjust tax exempt interest income on tax exempt investment securities and loans to a fully taxable basis.

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Provision for loan losses

The provision for loan losses increased $322,000, or 114%, to $604,000 during the three month period ending March 31, 2008 compared to $282,000 for the comparable period in 2007. Our policy is to maintain the allowance for loan losses at a level sufficient to absorb probable incurred losses inherent in the loan portfolio. The allowance is increased by the provision for loan losses, which is a charge to current period earnings, and is decreased by charge-offs, net of recoveries on prior loan charge-offs. Therefore, the provision for loan losses (Income Statement effect) is a residual of management’s determination of allowance for loan losses (Balance Sheet approach). In determining the adequacy of the allowance for loan losses, we consider those levels maintained by conditions of individual borrowers, the historical loan loss experience, the general economic environment, the overall portfolio composition, and other information. As these factors change, the level of loan loss provision changes. See “credit quality and allowance for loan losses” for additional information regarding the allowance for loan losses.

Non-interest income

Non-interest income for the three months ended March 31, 2008 was $1,871,000 compared to $1,540,000 for the comparable period in 2007. This increase was the result of the following components listed in the table below (amounts listed are in thousands of dollars).

Three month period ending: (in thousands of dollars)	Mar 31, 2008		Mar 31, 2007		$ increase (decrease)			% increase (decrease)
Service charges on deposit accounts	$	1,086	$	953	$	133		14.0	%
Commissions from mortgage broker activities		21		52		(31	)	(59.6	)%
Commissions from sale of mutual funds and annuities		109		80		29		36.3	%
Debit card and ATM fees		261		188		73		38.8	%
Loan related fees		107		75		32		42.7	%
BOLI income		95		74		21		28.4	%
Rental income		72		55		17		30.9	%
Gain on sale of securities		44		—		44		n/a
Other service charges and fees		76		63		13		20.6	%
Total non-interest income	$	1,871	$	1,540	$	331		21.5	%

We acquired VBI, and its wholly owned subsidiary VSB (“Valrico State Bank”), on April 2, 2007, as such, their non-interest income is included in our first quarter of 2008 (approximately $241,000), but not included in our first quarter of 2007. Excluding VSB, our non-interest income would have increased $90,000, or 5.8%, versus $331,000, or 21.5%, as reported above. Most of the gain on sale of securities occurred at our VSB bank, approximately $39,000 of the $44,000 reported above.

The largest subcomponent included in “Service charges on deposit accounts” is NSF fees, which increased $90,000 to $751,000 in our first quarter of 2008, compared to $661,000 during the first quarter of 2007. Of this increase, $69,000 relates to NSF fees generated at our VSB bank, which was not part of our consolidated group during the first quarter of 2007 as discussed above. As reported previously, one of our banks initiated an on-going checking account marketing campaign during the fourth quarter of 2006 which is designed to increase fees, as well as increase the number of checking accounts. Primarily as a result of this program, this bank’s NSF fees increased by approximately $121,000, or 53%, from $225,000 in the first quarter of 2007 to $346,000 in the first quarter of 2008. Our remaining banks had a net decrease in their NSF fees quarter to quarter of approximately $100,000 which is primarily due to changing the daily cut-off time from 2 o’clock to 6 o’clock.

17

Commissions from mortgage broker activities are dependent on market place forces including supply and demand of single family residential property in our local markets. The single family real estate market has slowed downed considerably in our market areas in central Florida. Commissions from the sale of mutual funds and annuities are also dependent on market place forces including the successful efforts of our investment sales representatives. Commissions earned are expected to fluctuate period to period.

Non-interest expense

Non-interest expense for the three months ended March 31, 2008 increased $1,404,000, or 17.4%, to $9,477,000, compared to $8,073,000 for the same period in 2007. Components of our non-interest expenses are listed in the table below. Amounts are in thousands of dollars.

Three month period ending: (in thousands of dollars)	Mar 31, 2008			Mar 31, 2007			$ increase (decrease)			% increase (decrease)
Employee salaries and wages	$	3,990		$	3,243		$	747		23.0	%
Employee incentive/bonus compensation		389			513			(124	)	(24.2	)%
Employee stock option expense		91			135			(44	)	(32.6	)%
Health insurance and other employee benefits		509			542			(33	)	(6.1	)%
Payroll taxes		329			331			(2	)	(0.6	)%
Other employee related expenses		232			170			62		36.5	%
Incremental direct cost of loan origination		(210	)		(279	)		69		24.7	%
Total salaries, wages and employee benefits	$	5,330		$	4,655		$	675		14.5	%
Occupancy expense		1,130			914			216		23.6	%
Depreciation of premises and equipment		589			504			85		16.9	%
Supplies, stationary and printing		190			146			44		30.1	%
Marketing expenses		273			287			(14	)	(4.9	)%
Data processing expense		298			280			18		6.4	%
Legal, auditing and other professional fees		263			196			67		34.2	%
Core deposit intangible (CDI) amortization		199			139			60		43.2	%
Postage and delivery		90			68			22		32.4	%
ATM related expenses		109			103			6		5.8	%
Bank regulatory related expenses		184			98			86		87.8	%
Other expenses		822			683			139		20.4	%
Total non-interest expense	$	9,477		$	8,073		$	1,404		17.4	%

We acquired VSB on April 2, 2007, as such, their non-interest expense is included in our first quarter of 2008 (approximately $1,363,000), but not included in our first quarter of 2007. Excluding VSB, our non-interest expense would have increased $41,000, or 0.5%, versus $1,404,000, or 17.4%, as reported above. We managed to hold non-interest expense approximately flat quarter to quarter, excluding VSB, by decreasing expenses in several areas including employee incentive/bonus compensation, employee stock option expense, employee health insurance expense and data processing expense.

Employee health insurance, as listed in the table above, decreased $33,000 between the two periods presented. Excluding VSB, the decrease in this line item was $91,000, or 16.8%. We have been proactive in this area since 2007. Effective October 1, 2007, we changed insurance company and third party administrators, and effective January 1, 2008, we initiated a Health Savings Account plan (“HSA”), as well as other consumer driven initiatives. We do not necessarily expect a decrease in employee health insurance expense for the year 2008, but we do expect very little, if any, increase in this expense from our 2007 levels.

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Data processes expenses, as listed in the table above, increased by $18,000 between the two periods presented. When we exclude VSB, the increase turns into a decrease of $72,000, or 26%. Beginning in December 2007 and ending in February 2008, we converted each of our banks’ core processing to in-house data processing solutions. By making this change, we expect net savings to exceed $300,000 per year.

We do not view the decrease in our employee incentive/bonus compensation as a positive event. The bulk of our bonus and incentive plans are tied to the earnings and growth of our Company. If our incentive/bonus compensation expenses are decreasing it is because our earnings and growth are likewise not doing as well.

Employee stock option expense also decreased between the two periods presented. We are required to recognized stock option expense in our income statements beginning in 2006 pursuant to Statement of Financial Accounting Standard No. 123(R). In very general terms, this accounting requirement says that companies are required to estimate the value of options granted to their employees at the grant date, and to amortize this estimated value as compensation expense over the vesting period. In the past, we had historically granted employee stock options with vesting periods of three years. In 2007 we began granting options with substantially longer vesting periods, generally nine years. As such, we can recognize the expense over nine years instead of three. As the older options become fully vested and their related expense begins to drop off, the newer options have less of an impact on current earnings because we stretched their related expense over a longer period. This also has the benefit of tying an employee to the Company over a longer period.

Provision for income taxes

The income tax provision for the three months ended March 31, 2008 was $493,000 (an effective rate of 30.7%) compared to $975,000 (an effective rate of 35.0%) for the same period in 2007. The primary reason for the decrease in our effective tax rate was due to the increase in our tax exempt securities.

Liquidity

Liquidity is defined as the ability to meet anticipated customer demands for funds under credit commitments and deposit withdrawals at a reasonable cost and on a timely basis. We measure liquidity position by giving consideration to both on- and off-balance sheet sources of and demands for funds on a daily and weekly basis.

Each of our subsidiary banks regularly assesses the amount and likelihood of projected funding requirements through a review of factors such as historical deposit volatility and funding patterns, present and forecasted market and economic conditions, individual client funding needs, and existing and planned business activities. Each of our subsidiary bank’s asset/liability committee (ALCO) provides oversight to the liquidity management process and recommends guidelines, subject to board of director’s approval, and courses of action to address actual and projected liquidity needs.

Short term sources of funding and liquidity include cash and cash equivalents, net of federal requirements to maintain reserves against deposit liabilities; investment securities eligible for pledging to secure borrowings from customers pursuant to securities sold under repurchase agreements; loan repayments; deposits and certain interest rate-sensitive deposits; and borrowings under overnight federal fund lines available from correspondent banks. In addition to interest rate-sensitive deposits, the primary demand for liquidity is anticipated fundings under credit commitments to customers.

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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES: MARKET RISK

Market risk

We believe interest rate risk is the most significant market risk impacting us. Each of our subsidiary banks monitors and manages its interest rate risk using interest rate sensitivity “gap” analysis to measure the impact of market interest rate changes on net interest income. See our 2007 annual report on Form 10-K for disclosure of the quantitative and qualitative information regarding the interest rate risk inherent in interest rate risk sensitive instruments as of December 31, 2007. There have been no changes in the assumptions used in monitoring interest rate risk as of March 31, 2008. The impact of other types of market risk, such as foreign currency exchange risk and equity price risk, is deemed immaterial. We do not maintain a portfolio of trading securities and do not intend to engage in such activities in the immediate future.

ITEM 4. CONTROLS AND PROCEDURES

As of the end of the period covered by this report, an evaluation was carried out under the supervision and with the participation of our management, including the Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in rules 13a-15(e) or 15d-15(e)). Based on that evaluation, the CEO and CFO have concluded that our disclosure controls and procedures are effective to ensure that information required to be disclosed by us in reports that we file or submit under the Securities Exchange Act of 1934 are recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms. There were no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) or 15d-15(f)) during the quarter covered by this report that have materially effected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II. OTHER INFORMATION

Item 1. Legal Proceedings

None.

Item 1a. Risk Factors

There has been no material changes in our risk factors from our disclosure in Item 7a of our December 31, 2007 annual report on Form 10-K

Item 2. Unregistered sales of Equity Securities and Use of Proceeds

None.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Submission of Matters to a Vote of Shareholders

Item 5. Other Information

None.

Item 6. Exhibits

Exhibit 31.1	The Chairman, President and Chief Executive Officer’s certification required under section 302 of the Sarbanes-Oxley Act of 2002
Exhibit 31.2	The Chief Financial Officer’s certification required under section 302 of the Sarbanes-Oxley Act of 2002
Exhibit 32.1	The Chairman, President and Chief Executive Officer’s certification required under section 906 of the Sarbanes-Oxley Act of 2002
Exhibit 32.2	The Chief Financial Officer’s certification required under section 906 of the Sarbanes-Oxley Act of 2002

21

CENTERSTATE BANKS OF FLORIDA, INC.

SIGNATURES

In accordance with 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 thereunto duly authorized.

CENTERSTATE BANKS OF FLORIDA, INC.

(Registrant)

Date: May 8, 2008	By:	/s/ Ernest S. Pinner
		Ernest S. Pinner
		Chairman, President and Chief Executive Officer

Date: May 8, 2008	By:	/s/ James J. Antal
		James J. Antal
		Senior Vice President and Chief Financial Officer

22

EX-31.1

Exhibit 31.1

I, Ernest S. Pinner, certify, that:

1. I have reviewed this quarterly report on Form 10-Q of CenterState Banks of Florida, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a. designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b. designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c. evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d. disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a. all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b. any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: May 8, 2008	By:	/s/ Ernest S. Pinner
		Ernest S. Pinner, Chairman, President and Chief Executive Officer

23

EX-31.2

Exhibit 31.2

I, James J. Antal, certify, that:

1. I have reviewed this quarterly report on Form 10-Q of CenterState Banks of Florida, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a. designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b. designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

e. evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

f. disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a. all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b. any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: May 8, 2008	By:	/s/ James J. Antal
		James J. Antal, Senior Vice President and Chief Financial Officer

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EX-32.1

Exhibit 32.1

CERTIFICATION

In connection with the quarterly report of CenterState Banks of Florida, Inc. (“Company”) on Form 10-Q for the period ended March 31, 2007 as filed with the Securities and Exchange Commission (“Report”), the undersigned does hereby certify pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that: (1) the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, and (2) to the best of my knowledge, the information contained in the Report fairly presents, in all material respects, the financial condition and results of operation of the Company.

Date: May 8, 2008	By:	/s/ Ernest S. Pinner
		Ernest S. Pinner
		Chairman, President and Chief Executive Officer

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EX-32.2

Exhibit 32.2

CERTIFICATION

In connection with the quarterly report of CenterState Banks of Florida, Inc. (“Company”) on Form 10-Q for the period ended March 31, 2007 as filed with the Securities and Exchange Commission (“Report”), the undersigned does hereby certify pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that: (1) the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, and (2) to the best of my knowledge, the information contained in the Report fairly presents, in all material respects, the financial condition and results of operation of the Company.

Date: May 8, 2008	By:	/s/ James J. Antal
		James J. Antal
		Senior Vice President and Chief Financial Officer

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