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 24, 2008

CENTERSTATE BANKS OF FLORIDA, INC.

(Exact name of registrant as specified in charter)

Florida	000-32017	59-3606741
(State or other jurisdiction of incorporation)	(Commission file number)	(IRS employer identification no.)

42745 U.S. Highway 27, Davenport, FL	33837
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (863) 419-7750

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 24, 2008, 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 24, 2008

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SIGNATURE

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

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

Date: October 24, 2008

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EX-99.1

FOR IMMEDIATE RELEASE	Exhibit 99.1
October 24, 2008

CenterState Banks of Florida, Inc. Announces

Third Quarter 2008 Operating Results

DAVENPORT, FL. – October 24, 2008 — CenterState Banks of Florida, Inc. (NASDAQ SYMBOL: CSFL) reported net income for the third quarter 2008 of $761,000 ($0.06 per share) compared to $1,952,000 ($0.15 per share) earned in the third quarter of last year. Most of the decrease was due to our provision for loan losses ($1,764,000 versus $529,000). Also contributing to the decrease in net income was the $525,000 decrease in our net interest income between the two quarters.

The increase in our loan loss provision was a reflection of the continued deterioration of the real estate market in Florida specifically and the overall economy in general. The decrease in our net interest income was the result of a $38 million decrease in average interest earning assets between 3Q08 and 3Q07 and a slightly lower net interest margin (“NIM”) between the two periods.

On a sequential quarter basis, our NIM increased 13bps (3.75% to 3.88% on a tax equivalent basis). Although our average interest earnings assets decreased approximately $13 million between these two sequential quarters, our NIM expansion was enough to compensate resulting in a net increase in our net interest income of $346,000. 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:	9/30/08			6/30/08			3/31/08			12/31/07			9/30/07
Net interest income	$	10,376		$	10,030		$	9,814		$	10,605		$	10,901
Provision for loan losses		(1,764	)		(1,515	)		(604	)		(1,605	)		(529	)
Net interest income after loan loss provision		8,612			8,515			9,210			9,000			10,372
Non interest income		2,098			1,824			1,873			1,920			1,961
Sale of bank branch office real estate					1,483
Sale of bank shell											1,000
Non interest expense		(9,704	)		(9,640	)		(9,479	)		(9,307	)		(9,442	)
Income before income tax		1,006			2,182			1,604			2,613			2,891
Income tax expense		(245	)		(714	)		(493	)		(854	)		(939	)
NET INCOME	$	761		$	1,468		$	1,111		$	1,759		$	1,952
EPS (basic)	$	0.06		$	0.12		$	0.09		$	0.14		$	0.16
EPS (diluted)	$	0.06		$	0.12		$	0.09		$	0.14		$	0.15
Average common shares outstanding (basic)		12,454,407			12,447,484			12,442,517			12,435,451			12,433,574
Average common shares outstanding (diluted)		12,590,330			12,572,067			12,581,714			12,561,155			12,618,781
Common shares outstanding at period end		12,454,407			12,454,407			12,444,407			12,436,407			12,434,029

Selected financial ratios (unaudited)
As of or for the quarter ended:	9/30/08			6/30/08			3/31/08			12/31/07			9/30/07
Return on average assets (annualized)		0.25	%		0.48	%		0.36	%		0.58	%		0.62	%
Return on average equity (annualized)		2.03	%		3.93	%		2.97	%		4.73	%		5.36	%
Net interest margin(tax equivalent basis)		3.88	%		3.75	%		3.61	%		3.93	%		3.92	%
Loan / deposit ratio		91.3	%		88.0	%		82.9	%		86.5	%		83.7	%
Stockholders’ equity (to total assets)		12.1	%		12.2	%		12.0	%		12.2	%		11.9	%
Tier 1 capital (to average assets)		11.1	%		10.9	%		10.7	%		10.8	%		10.3	%
Efficiency ratio		78	%		81	%		81	%		74	%		73	%
Book value per share	$	11.96		$	11.94		$	12.05		$	11.92		$	11.71
Tangible book value per share	$	9.37		$	9.33		$	9.43		$	9.28		$	8.96

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Correspondent banking division

The Company, through its lead bank in Winter Haven, Florida, is in the process of initiating a correspondent banking and bond sales division. This new business line is being created by way of a management lift-out. The Company is hiring substantially all the employees of the Royal Bank of Canada’s (“RBC”) bond sales division (17 employees), who were previously employees of Alabama National Bank (“ALAB”) prior to RBC’s acquisition of ALAB. The division will operate out of a newly leased facility in Birmingham, Alabama. The staff is expected to officially be employees of our lead bank on or about November 1, 2008. The business lines are primarily divided into three inter-related revenue generating activities. The first, and largest, revenue generator is commissions earned on fixed income security sales. The Company will not inventory securities, and will not initiate or maintain a trading securities portfolio. The second category includes: (1) correspondent bank deposits (i.e. federal funds purchased); (2) correspondent bank checking accounts; and (3) loans to correspondent banks. The third, and smallest revenue generating category, includes fees from safe-keeping activities, bond accounting for correspondents, and asset/liability consulting related activities. The customer base includes small to medium size financial institutions primarily located in Florida, Georgia and Alabama, but will also include several other southeastern States. At September 30, 2008, we had $22,954,000 in deposits of correspondent banks (federal funds purchased) included in other borrowed funds in our condensed consolidated balance sheet. We also had $163,000 of correspondent bank checking accounts and no loans to correspondent banks outstanding at September 30, 2008.

Strong capital position

The federal bank regulatory agencies have established certain capital requirements for banks. To be considered “well capitalized” under these federal bank regulatory guidelines, the Company needed to have $58,841,000 (5%) of tier 1 regulatory capital at September 30, 2008. The Company had $130,117,000 (11.1%) of tier 1 regulatory capital on this date, more than twice needed to be considered “well capitalized” by the federal bank regulatory agencies. These agencies have also set two other regulatory capital guidelines, tier 1 capital as a percentage of risk weighted assets and total regulatory capital as a percentage of risk weighted assets. The Company’s capital ratios in both of these categories also exceed the amount needed to be considered “well-capitalized” by the regulatory agencies. Book value per share and tangible book value per share at September 30, 2008 was $11.96 and $9.37, respectively. At this same date the Company’s capital ratio and tangible capital ratio were 12.1% and 9.7%, respectively.

Credit quality and allowance for loan losses

Management has continued to aggressively monitor credit risk and potential losses in the Company’s loan portfolio, in light of the current real estate environment in Florida. During the current quarter, the Company took a charge of $1,764,000 to loan loss provision (expense) and charged-off (net of recoveries) $1,094,000, or 0.13% of average loans outstanding during the quarter. The Company’s allowance for loan losses was $12,269,000 at September 30, 2008 compared to $11,599,000 at June 30, 2008, an increase of $670,000. This increase is a net amount which resulted from an increase of $770,000 in our general loan loss allowance less a $100,000 decrease in our specific loan loss allowance. The increase in our general allowance is primarily due to changes in the loan portfolio mix, changes in our historical charge-off rates and the increase in our loan portfolio. Our specific allowance is the result of specific allowance analyses prepared for each of our impaired loans. The decrease in our specific

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allowance is the result of charge-offs taken during the period and the change in the mix of impaired loans. The allowance for loan losses as a percentage of loans outstanding was 1.40% as of September 30, 2008 compared to 1.37% as of June 30, 2008. Management believes the Company’s allowance for loan losses was adequate at September 30, 2008 to cover any probable losses related to these loans. However, management recognizes that many factors can adversely impact various segments of our market and customers, and therefore there is no assurance as to the amount of losses or probable losses which may develop in the future.

The table below summarizes the changes in our allowance for loan losses during the previous five quarters.

Allowance for loan losses (unaudited)
(amounts are in thousands $)
as of or for the quarter ending	9/30/08			6/30/08			3/31/08			12/31/07			9/30/07
Allowance at beginning of period	$	11,599		$	11,258		$	10,828		$	9,903		$	9,519
Charge-offs		(1,120	)		(1,185	)		(298	)		(693	)		(160	)
Recoveries		26			11			124			13			15
Net charge-offs		(1,094	)		(1,174	)		(174	)		(680	)		(145	)
Provision for loan losses		1,764			1,515			604			1,605			529
Allowance at end of period	$	12,269		$	11,599		$	11,258		$	10,828		$	9,903

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 were 1.49% at September 30, 2008, compared to 1.23% at June 30, 2008.

Non performing assets (which the Company defines as non performing loans, as defined above, plus (a) OREO (i.e. real estate acquired through foreclosure or deed in lieu of foreclosure); and (b) other repossessed assets that are not real estate), were $16,343,000 at September 30, 2008, compared to $13,089,000 at June 30, 2008. Non performing assets as a percentage of total assets was 1.32% at September 30, 2008, compared to 1.07% at June 30, 2008.

As shown in the following table, the largest component of non performing loans is non accrual loans, which as of September 30, 2008 totaled $12,943,000 (78 loans). Of this amount approximately $3,457,000 or 27% are residential real estate loans (27 loans); approximately $6,111,000 or 47% are commercial real estate loans (18 loans); approximately $2,254,000 or 18% are construction, acquisition and development, and land loans (12 loans); approximately $946,000 or 7% are commercial loans (13 loans); and $175,000 or 1% are consumer and all other loans (8 loans).

The Company has no construction or development loans with national builders. We do business with local builders and developers that have typically been long time customers. As indicated above, non accrual construction, acquisition and development, and land loans totaled $2,254,000 at September 30, 2008. This category includes the following loans: 5 loans for $947,000 collateralized by 15 residential lots; 2 loans for $668,000 collateralized by two single family homes under construction (spec homes); and, 5 loans for $639,000 for land, other than developed lots. Four of these twelve loans have a specific allowance which in the aggregate totals $149,000.

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OREO at September 30, 2008 was $2,897,000, which represented fourteen single family homes ($2,299,000), two residential lots ($59,000), unimproved land ($220,000), one mobile home with land ($86,000), and one commercial real estate property ($233,000).

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:	9/30/08			6/30/08			3/31/08			12/31/07			9/30/07
Non accrual loans	$	12,943		$	10,385		$	9,101		$	3,797		$	4,610
Past due loans 90 days or more
And still accruing interest		155			68			2,345			277			327
Total non performing loans		13,098			10,453			11,446			4,074			4,937
Other real estate owned (“OREO”)		2,897			2,270			792			583			177
Repossessed assets other than real estate		348			366			236			170			133
Total non performing assets	$	16,343		$	13,089		$	12,474		$	4,827		$	5,247
Non performing loans as a percentage of total loans		1.49	%		1.23	%		1.37	%		0.48	%		0.59	%
Non performing assets as a percentage of total assets		1.32	%		1.07	%		1.00	%		0.40	%		0.43	%
Net charge-offs (recoveries)	$	1,094		$	1,174		$	174		$	680		$	145
Net charge-offs as a percentage of average loans for the period		0.13	%		0.14	%		0.02	%		0.08	%		0.02	%
Impaired loans (SFAS No. 114)	$	21,637		$	19,523		$	18,947		$	11,803		$	10,577
Non impaired loans (SFAS No. 5)		854,670			829,535			814,796			829,602			829,764
Total loans	$	876,307		$	849,058		$	833,743		$	841,405		$	840,341
Allowance for loan losses as a percentage of period end loans:
Impaired loans (SFAS No. 114)		4.92	%		5.97	%		6.33	%		6.88	%		7.17	%
Non impaired loans (SFAS No. 5)		1.31	%		1.26	%		1.23	%		1.21	%		1.10	%
Total loans		1.40	%		1.37	%		1.35	%		1.29	%		1.18	%

Loan growth and deposit growth

During the current quarter, loans increased by $27,249,000, or 3.2%, and deposits decreased by $5,015,000, or 0.5%. For the nine month period ending September 30, 2008, loans increased by $34,902,000 or 4.1% and deposits decreased by $13,308,000, or 1.4%. While deposit growth, especially core deposit growth, has been a challenge, non time deposits (core deposits) increased by $31,694,000, or 7.3%. During this same period, time deposits decreased $45,002,000 or 8.4%. Time deposits were 51% of total deposits at September 30, 2008 compared to 55% at December 31, 2007. This favorable shift in deposit mix along with the repricing of time deposits as they mature subsequent to the decrease in market interest rates during the first quarter of this year contributed to the 13bps improvement in the Company’s NIM during the current quarter compared to the second quarter of the year.

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Presented below are condensed consolidated balance sheets and average balance sheets for the periods indicated.

Condensed Consolidated Balance Sheets (unaudited)
Amounts in thousands of dollars
At quarter ended:	9/30/2008			6/30/2008			3/31/2008			12/31/2007			9/30/2007
Cash and due from banks	$	32,818		$	33,784		$	36,279		$	30,293		$	32,390
Fed funds and money market		38,411			36,671			81,585			42,155			33,184
Investments		176,085			193,449			192,773			199,434			217,242
Loans		876,307			849,058			833,743			841,405			840,341
Allowance for loan losses		(12,269	)		(11,599	)		(11,258	)		(10,828	)		(9,903	)
Premises and equipment, net		60,010			58,093			56,559			55,458			53,999
Goodwill		28,118			28,118			28,118			28,118			29,299
Core deposit intangible		4,137			4,330			4,525			4,725			4,955
Bank owned life insurance		10,020			9,990			9,823			9,728			9,637
Other assets		21,085			20,316			16,452			16,942			14,442
TOTAL ASSETS	$	1,234,722		$	1,222,140		$	1,248,599		$	1,217,430		$	1,225,586
Deposits	$	959,312		$	964,327		$	1,005,097		$	972,620		$	1,004,426
Other borrowings		119,228			101,348			85,505			88,146			65,840
Other liabilities		7,216			7,771			8,015			8,382			9,699
Stockholders’ equity		148,966			148,694			149,982			148,282			145,621
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	1,234,722		$	1,222,140		$	1,248,599		$	1,217,430		$	1,225,586
Condensed Consolidated Average Balance Sheets (unaudited)
Amounts in thousands of dollars
At quarter ended:	9/30/08			6/30/08			3/31/08			12/31/07			9/30/07
Investments, fed funds, and other	$	217,338		$	253,513		$	274,165		$	245,580		$	273,086
Loans		861,786			838,915			834,971			840,297			844,316
Allowance for loan losses		(11,759	)		(11,429	)		(10,896	)		(10,001	)		(9,663	)
All other assets		141,707			137,878			138,754			136,860			132,032
TOTAL ASSETS	$	1,209,072		$	1,218,877		$	1,236,994		$	1,212,736		$	1,239,771
Deposits- interest bearing	$	803,980		$	815,623		$	826,334		$	815,691		$	822,417
Deposits- non interest bearing		147,255			154,769			163,515			175,364			182,529
Other borrowings		101,067			89,881			88,311			63,976			80,275
Other liabilities		7,556			8,289			8,552			10,050			10,013
Stockholders’ equity		149,214			150,315			150,282			147,655			144,537
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	1,209,072		$	1,218,877		$	1,236,994		$	1,212,736		$	1,239,771

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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:	9/30/08			6/30/08			3/31/08			12/31/07			9/30/07
Real estate loans
Residential	$	221,546		$	211,602		$	209,591		$	209,186		$	202,628
Commercial		426,268			409,131			389,316			385,669			384,893
Construction, development and land loans		90,270			91,514			95,700			108,615			112,485
Total real estate loans		738,084			712,247			694,607			703,470			700,006
Commercial		78,115			78,279			77,495			78,231			79,906
Consumer and other loans		60,882			59,316			62,493			60,687			61,497
Total loans before unearned fees and costs		877,081			849,842			834,595			842,388			841,409
Unearned fees and costs		(774	)		(784	)		(852	)		(983	)		(1,068	)
Total loans	$	876,307		$	849,058		$	833,743		$	841,405		$	840,341

Deposit mix (in thousands of dollars)
At quarter ended:	9/30/08		6/30/08		3/31/08		12/31/07		9/30/07
Checking accounts
Non interest bearing	$	147,154	$	159,176	$	172,711	$	159,089	$	183,959
Interest bearing		137,694		147,421		148,155		135,442		130,550
Savings deposits		76,035		68,538		57,824		49,127		53,780
Money market accounts		107,545		112,163		107,496		93,076		107,846
Time deposits		490,884		477,029		518,911		535,886		528,291
Total deposits	$	959,312	$	964,327	$	1,005,097	$	972,620	$	1,004,426

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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:	9/30/08		6/30/08			3/31/08		12/31/07		9/30/07
Service charges on deposit accounts	$	1,131	$	1,018		$	1,086	$	1,187	$	1,150
Commissions from mortgage broker activities		7		29			21		31		42
Loan related fees		96		91			107		103		116
Commissions from sale of mutual funds and annuities		145		173			109		146		195
Debit card and ATM fees		271		274			261		246		234
BOLI income		100		97			95		87		97
Gain (loss) on sale of investments		197		(6	)		44		5		2
Other service charges and fees		151		148			150		115		125
Non interest income – subtotal	$	2,098	$	1,824		$	1,873	$	1,920	$	1,961
Sale of bank branch office real estate		—		1,483			—		—		—
Sale of bank shell		—		—			—		1,000		—
Total non interest income	$	2,098	$	3,307		$	1,873	$	2,920	$	1,961

Quarterly Condensed Consolidated Non Interest Expense (unaudited)
Amounts in thousands of dollars
For the quarter ended:	9/30/08			6/30/08			3/31/08			12/31/07			9/30/07
Employee salaries and wages	$	4,123		$	4,113		$	3,990		$	3,885		$	3,861
Employee incentive/bonus compensation		116			287			389			98			382
Employee stock option expense		102			107			91			104			137
Health insurance and other employee benefits		376			475			509			543			600
Payroll taxes		276			279			329			262			268
Other employee related expenses		239			228			232			230			215
Incremental direct cost of loan origination		(224	)		(245	)		(210	)		(225	)		(253	)
Total salaries, wages and employee benefits	$	5,008		$	5,244		$	5,330		$	4,897		$	5,210
Occupancy expense		1,158			1,105			1,130			1,073			1,131
Depreciation of premises and equipment		617			606			589			604			609
Supplies, stationary and printing		164			183			190			191			180
Marketing expenses		378			261			273			302			250
Data processing expenses		265			317			298			382			401
Legal, auditing and other professional fees		335			305			263			375			254
Bank regulatory related expenses		250			217			184			147			113
Postage and delivery		90			88			90			88			77
ATM and debit card related expenses		182			183			169			168			180
Amortization of CDI		193			196			199			230			235
Loss on sale of repossessed real estate (“OREO”)		22			—			—			—			—
Valuation write down of repossessed real estate (“OREO”)		190			25			—			—			—
Loss (gain) on repossessed assets other than real estate		38			37			2			(8	)		—
Foreclosure and repossession related expenses		103			79			70			37			8
Internet and telephone banking		86			88			85			78			79
Operational write-offs and losses		39			105			43			135			69
Correspondent account and Federal Reserve charges		62			70			66			62			64
Conferences, seminars, education and training		52			63			71			45			54
Other expenses		472			468			427			501			528
Total non interest expense	$	9,704		$	9,640		$	9,479		$	9,307		$	9,442

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CenterState Banks of Florida, Inc. is a multi bank holding company which operates through four wholly owned subsidiary banks with 37 locations in nine 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 Stifel Nicolaus (866-780-7926), Michael Acampora, at Raymond James (800-363-9652), or Dudley Stephens, at Burke Capital Markets (404-446-1800). For additional information contact Ernest S. Pinner, CEO, or James J. Antal, CFO, at 863-419-7750.

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

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