Back to GetFilings.com



Table of Contents

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549
 

FORM 10-K

     
[X]   ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934

For the Fiscal Year Ended December 31, 2002

OR

     
[ ]   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934

Commission File Number 333-95087

CENTERSTATE BANKS OF FLORIDA, INC.

(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.)
     
7722 State Road 544 East, Suite 205, Winter Haven, Florida   33881
(Address of principal executive offices)   (Zip Code)

Issuer’s telephone number, including area code: (863) 419-0833

Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:

Common Stock, par value $0.01 per share
(Title of Class)

     Check whether the issuer has (1) filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the past 12 months (or for such shorter period that the issuer was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. YES X NO      

     Check if there is no disclosure of delinquent filers in response to Item 405 of Regulation SK contained in this form, and no disclosure will be contained, to the best of issuer’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [ ]

     The issuer’s revenues for its most recent fiscal year were $24,708,000.

     Indicate by check mark whether the issuer is an accelerated filer (as defined in Rule 12b-2 of the Act). YES      NO X

     The aggregate market value of the Common Stock of the issuer held by non-affiliates of the issuer (2,746,508 shares) on February 28, 2003, was approximately $51,030,119. The aggregate market value was computed by reference the last sale of the Common Stock of the issuer at $18.58 per share on February 28, 2003. For the purposes of this response, directors, officers and holders of 5% or more of the issuer’s Common Stock are considered the affiliates of the issuer at that date.

     As of March 28, 2003 there were issued and outstanding 3,363,739 shares of the issuer’s Common Stock.

DOCUMENTS INCORPORATED BY REFERENCE

     Portions of the Proxy Statement for the Annual Meeting of Shareholders to be held on April 29, 2003 to be filed with the Securities and Exchange Commission pursuant to Regulation 14A within 120 days of the issuer’s fiscal year end are incorporated into Part III, Items 9 through 12 of this Annual Report on Form 10-K.

 


TABLE OF CONTENTS

PART I
Item 1. Business
General
Note about Forward-Looking Statements
Lending Activities
Investments
Correspondent Banking
Data Processing
Effect of Governmental Policies
Interest and Usury
Supervision and Regulation
Competition
Employees
Statistical Profile and Other Financial Data
Item 2. Properties
Item 3. Legal Proceedings
Item 4. Submission of Matters to a Vote of Security Holders
PART II
Dividends
Item 6. Selected Consolidated Financial Data
Selected Consolidated Financial Data
December 31
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Item 7 (a). Quantitative and qualitative disclosures about market risk.
Item 8. Financial Statements
Item 9.Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
PART III
Item 10. Directors, Executive Officers, Promoters and Control Persons; Compliance with Section 16(a) of the Exchange Act
Item 11. Executive Compensation
Item 12. Security Ownership of Certain Beneficial Owners and Management
Item 13. Certain Relationships and Related Transactions
Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K
Item 15. Controls and Procedures
SIGNATURES
EXHIBIT INDEX
Subsidiaries of the Registrant
Consent of KPMG LLP
CEO Certification
CFO Certification


Table of Contents

TABLE OF CONTENTS

                         
            Page        
           
       
PART I
            4          
Item 1
  Business     4          
 
  General     4          
 
  Note about Forward-Looking Statements     5          
 
  Lending Activities     6          
 
  Deposit Activities     7          
 
  Investments     8          
 
  Correspondent Banking     8          
 
  Data Processing     9          
 
  Effect of Governmental Policies     9          
 
  Interest and Usury     9          
 
  Supervision and Regulation     9          
 
  Competition     18          
 
  Employees     19          
 
  Statistical Profile and Other Financial Data     19          
Item 2
  Properties     19          
Item 3
  Legal Proceedings     19          
Item 4
  Submission of Matters to a Vote of Security Holders     19          
PART II
            20          
Item 5
  Market for Common Equity and Related Stockholder Matters     20          
 
  Dividends     20          
Item 6
  Selected Consolidated Financial Data     22          
Item 7
  Management's Discussion and Analysis of Financial Condition and                
 
  Results of Operations     24          
Item 7A
  Quantative and Qualitative Disclosures About Market Risk     51          
Item 8
  Financial Statements     52          
Item 9
  Changes in and Disagreements with Accountants on                
 
  Accounting and Financial Disclosure     52          

2


Table of Contents

                         
            Page        
           
       
PART III
            53          
Item 10
  Directors, Executive Officers, Promoters and Control Persons;                
 
  Compliance with Section 16(a) of the Exchange Act     53          
Item 11
  Executive Compensation     53          
Item 12
  Security Ownership of Certain Beneficial Owners and Management     53          
Item 13
  Certain Relationships and Related Transactions     53          
Item 14
  Exhibits, Financial Statement Schedules, and Reports on Form 8-K     54          
Item 15
  Controls and Procedures     55          
SIGNATURES
            88          
EXHIBIT INDEX
            92          

3


Table of Contents

PART I

Item 1. Business

General

     CenterState Banks of Florida, Inc. (“CenterState” or the “Company”) was incorporated under the laws of the State of Florida on September 20, 1999. CenterState is a registered bank holding company under the Bank Holding Company Act of 1956, as amended (the “BHC Act”). On June 30, 2000, CenterState closed separate merger transactions resulting in First National Bank of Osceola County (“First National/Osceola”), First National Bank of Polk County (“First National/Polk”), and Community National Bank of Pasco County (“Community National Bank”) becoming separate wholly owned subsidiaries of CenterState. On December 31, 2002, CenterState closed the merger transaction resulting in CenterState Bank of Florida (“CenterState Bank”) becoming a wholly owned subsidiary of CenterState. In these four merger transactions (the “Merger Transactions”), each outstanding share of common stock of the four banks were converted into shares of CenterState. Accordingly, as a result of the Merger Transaction, CenterState owns all of the outstanding shares of First National/Osceola, First National/Polk, Community National Bank and CenterState Bank (collectively, the “Banks”).

     First National/Osceola and Community National Bank commenced operations in 1989 and First National/Polk commenced operations in 1992. Each of the these three banks is subject to examination and regulation by the Office of the Comptroller of the Currency (“Comptroller of the Currency”) and to a certain extent by the Federal Deposit Insurance Corporation (the “FDIC”). First National/Osceola’s operations are conducted from its main office located in Kissimmee, Florida, and branch offices located in St. Cloud, Poinciana, Ocoee and Orlando, Florida. First National/Polk’s operations are conducted from its main office located in Winter Haven, Florida, and branch offices located in Haines City, Davenport and Lake Alfred, Florida. Community National Bank’s operations are conducted from its main office located in Zephyrhills, Florida, and branch offices located in Zephyrhills, Bushnell, Wildwood, Groveland, Dade City, Clermont, Inverness, and Spring Hill, Florida. CenterState Bank, which commenced operations in April 2000, is subject to examination and regulation by the Florida Department of Financial Services (the “Florida Department”) and the FDIC. CenterState Bank conducts its operations from its main office in Winter Haven, Florida and at branch offices in Auburndale, Florida and Lakeland, Florida.

     CenterState provides a range of consumer and commercial banking services to individuals, businesses and industries. The basic services offered by CenterState include: demand interest-bearing and noninterest-bearing accounts, money market deposit accounts, time deposits, safe deposit services, cash management, direct deposits, notary services, money orders, night depository,

4


Table of Contents

travelers’ checks, cashier’s checks, domestic collections, savings bonds, bank drafts, automated teller services, drive-in tellers, and banking by mail. In addition, CenterState makes secured and unsecured commercial and real estate loans and issues stand-by letters of credit. CenterState provides automated teller machine (ATM) cards, thereby permitting customers to utilize the convenience of larger ATM networks. CenterState also offers internet banking services to its customers. In addition to the foregoing services, the offices of CenterState provide customers with extended banking hours. CenterState does not have a trust department, however, trust services are available to customers through a business relationship with another bank. The Company also offers other financial products to its customers, including mutual funds, annuities and other products, through its “Money Concepts” relationship.

     The revenues of CenterState are primarily derived from interest on, and fees received in connection with, real estate and other loans, and from interest and dividends from investment securities and short-term investments. The principal sources of funds for CenterState’s lending activities are its deposits, repayment of loans, and the sale and maturity of investment securities. The principal expenses of CenterState are the interest paid on deposits, and operating and general administrative expenses.

     As is the case with banking institutions generally, CenterState’s operations are materially and significantly influenced by general economic conditions and by related monetary and fiscal policies of financial institution regulatory agencies, including the Board of Governors of the Federal Reserve System (the “Federal Reserve”). Deposit flows and costs of funds are influenced by interest rates on competing investments and general market rates of interest. Lending activities are affected by the demand for financing of real estate and other types of loans, which in turn is affected by the interest rates at which such financing may be offered and other factors affecting local demand and availability of funds. CenterState faces strong competition in the attraction of deposits (its primary source of lendable funds) and in the origination of loans. See “Competition.”

     At December 31, 2002, CenterState’s primary assets were its ownership of stock of each of the four Banks. At December 31, 2002, CenterState had total consolidated assets of $495 million, total consolidated deposits of $441 million, and total consolidated stockholders’ equity of $40 million.

Note about Forward-Looking Statements

     This Form 10-K contains forward-looking statements, such as statements relating to CenterState’s financial condition, results of operations, plans, objectives, future performance and business operations. These statements relate to expectations concerning matters that are not historical facts. These forward-looking statements reflect CenterState’s current views and

5


Table of Contents

expectations based largely upon the information currently available to CenterState management and they are subject to inherent risks and uncertainties. Although CenterState believes its expectations are based on reasonable assumptions, they are not guarantees of future performance and there are a number of important factors that could cause actual results to differ materially from those expressed or implied by such forward-looking statements. By making these forward-looking statements, CenterState does not undertake to update them in any manner except as may be required by CenterState’s disclosure obligations in filings it makes with the Securities and Exchange Commission under the Federal securities laws. CenterState’s actual results may differ materially from CenterState’s forward-looking statements.

Lending Activities

     CenterState offers a range of lending services, including real estate, consumer and commercial loans, to individuals and small businesses and other organizations that are located in or conduct a substantial portion of their business in CenterState’s market area. CenterState’s consolidated net loans at December 31, 2002 and 2001 were $329.7 million, or 67% and $241.3 million or 71%, respectively, of total CenterState consolidated assets. The interest rates charged on loans vary with the degree of risk, maturity, and amount of the loan, and are further subject to competitive pressures, money market rates, availability of funds, and government regulations. CenterState has no foreign loans or loans for highly leveraged transactions.

     CenterState’s loans are concentrated in three major areas: commercial loans, real estate loans, and consumer loans. A majority of CenterState’s loans are made on a secured basis. As of December 31, 2002, approximately 76% of CenterState’s consolidated loan portfolio consisted of loans secured by mortgages on real estate and 13% of the loan portfolio consisted of commercial loans. At the same date, 11% of CenterState’s loan portfolio consisted installment, consumer, and other unsecured loans.

     The Company’s commercial loan portfolio includes loans to individuals and small-to-medium sized businesses located primarily in Polk, Osceola and Pasco counties for working capital, equipment purchases, and various other business purposes. A majority of commercial loans are secured by equipment or similar assets, but these loans may also be made on an unsecured basis. Commercial loans may be made at variable or fixed rates of interest. Commercial lines of credit are typically granted on a one-year basis, with loan covenants and monetary thresholds. Other commercial loans with terms or amortization schedules of longer than one year will normally carry interest rates which vary with the prime lending rate and will become payable in full and are generally refinanced in three to five years. Commercial and agricultural loans not secured by real estate amounted to approximately 13% of the Company’s total loan portfolio as of December 31, 2002, compared to 13% at December 31, 2001.

6


Table of Contents

     The Company’s real estate loans are secured by mortgages and consist primarily of loans to individuals and businesses for the purchase, improvement of or investment in real estate and for the construction of single-family residential units or the development of single-family residential building lots. These real estate loans may be made at fixed or variable interest rates. The Company generally does not make fixed-rate commercial real estate loans for terms exceeding five years. Loans in excess of five years are generally adjustable. The Company’s residential real estate loans generally are repayable in monthly installments based on up to a 15-year or a 30-year amortization schedule with variable interest rates.

     The Company’s consumer loan portfolio consists primarily of loans to individuals for various consumer purposes, but includes some business purpose loans which are payable on an installment basis. The majority of these loans are for terms of less than five years and are secured by liens on various personal assets of the borrowers, but consumer loans may also be made on an unsecured basis. Consumer loans are made at fixed and variable interest rates, and are often based on up to a five-year amortization schedule.

     For additional information regarding the Company’s loan portfolio, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Financial Condition.”

     Loan originations are derived from a number of sources. Loan originations can be attributed to direct solicitation by the Company’s loan officers, existing customers and borrowers, advertising, walk-in customers and, in some instances, referrals from brokers.

     Certain credit risks are inherent in making loans. These include prepayment risks, risks resulting from uncertainties in the future value of collateral, risks resulting from changes in economic and industry conditions, and risks inherent in dealing with individual borrowers. In particular, longer maturities increase the risk that economic conditions will change and adversely affect collectibility. The Company attempts to minimize credit losses through various means. In particular, on larger credits, the Company generally relies on the cash flow of a debtor as the source of repayment and secondarily on the value of the underlying collateral. In addition, the Company attempts to utilize shorter loan terms in order to reduce the risk of a decline in the value of such collateral.

Deposit Activities

     Deposits are the major source of the Company’s funds for lending and other investment activities. The Company considers the majority of its regular savings, demand, NOW and money market deposit accounts to be core deposits. These accounts comprised approximately 58% and 56% of the Company’s consolidated total deposits at December 31, 2002 and 2001, respectively.

7


Table of Contents

Approximately 42% of the Company’s consolidated deposits at December 31, 2002, were certificates of deposit compared to 44% at December 31, 2001. Generally, the Company attempts to maintain the rates paid on its deposits at a competitive level. Time deposits of $100,000 and over made up approximately 14% of the Company’s consolidated total deposits at December 31, 2002 and 12% at December 31, 2001. The majority of the deposits of the Company are generated from Polk, Osceola and Pasco counties. The Company does not currently accept brokered deposits. For additional information regarding the Company’s deposit accounts, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Financial Condition.”

Investments

     The Company invests a portion of its assets in U.S. Government agency obligations and federal funds sold. The Company’s investments are managed in relation to loan demand and deposit growth, and are generally used to provide for the investment of excess funds at minimal risks while providing liquidity to fund increases in loan demand or to offset fluctuations in deposits.

     With respect to the Company’s investment portfolio, the Company’s total portfolio may be invested in U.S. Treasury and general obligations of its agencies because such securities generally represent a minimal investment risk. Occasionally, the Company may purchase certificates of deposits of national and state banks. These investments may exceed $100,000 in any one institution (the limit of FDIC insurance for deposit accounts). Federal funds sold is the excess cash the Company has available over and above daily cash needs. This money is invested on an overnight basis with approved correspondent banks.

     The Company monitors changes in financial markets. In addition to investments for its portfolio, the Company monitors its daily cash position to ensure that all available funds earn interest at the earliest possible date. A portion of the investment account is designated as secondary reserves and invested in liquid securities that can be readily converted to cash with minimum risk of market loss. These investments usually consist of U.S. Treasury obligations, U.S. government agencies and federal funds. The remainder of the investment account may be placed in investment securities of different type and longer maturity. Daily surplus funds are sold in the federal funds market for one business day. The Company attempts to stagger the maturities of its securities so as to produce a steady cash-flow in the event the Company needs cash, or economic conditions change to a more favorable rate environment.

Correspondent Banking

     Correspondent banking involves one bank providing services to another bank which cannot provide that service for itself from an economic or practical standpoint. The Company is required

8


Table of Contents

to purchase correspondent services offered by larger banks, including check collections, purchase of federal funds, security safekeeping, investment services, coin and currency supplies, overline and liquidity loan participations and sales of loans to or participation with correspondent banks.

     Management of the Company has established correspondent relationships with Independent Bankers’ Bank of Florida, Alabama National Bank and SunTrust Banks. The Company pays for such services.

Data Processing

     Each of the Company’s four subsidiary banks use the same core data processing service bureau which provides an automated general ledger system, deposit accounting, and commercial, mortgage and installment lending data processing. The output of these four comprehensive systems is then consolidated at the holding company level.

     The Company owns its own item processing service bureau, which sorts, encodes, processes, and images checks and renders checking and other deposit statements to commercial and retail customers.

Effect of Governmental Policies

     The earnings and business of the Company are and will be affected by the policies of various regulatory authorities of the United States, especially the Federal Reserve. The Federal Reserve, among other things, regulates the supply of credit and deals with general economic conditions within the United States. The instruments of monetary policy employed by the Federal Reserve for these purposes influence in various ways the overall level of investments, loans, other extensions of credit and deposits, and the interest rates paid on liabilities and received on assets.

Interest and Usury

     The Company is subject to numerous state and federal statutes that affect the interest rates that may be charged on loans. These laws do not, under present market conditions, deter the Company from continuing the process of originating loans.

Supervision and Regulation

     Banks and their holding companies, and many of their affiliates, are extensively regulated under both federal and state law. The following is a brief summary of certain statutes, rules, and regulations affecting the Company, and the Banks. This summary is qualified in its entirety by

9


Table of Contents

reference to the particular statutory and regulatory provisions referred to below and is not intended to be an exhaustive description of the statutes or regulations applicable to the business of the Company and the Banks. Supervision, regulation, and examination of banks by regulatory agencies are intended primarily for the protection of depositors, rather than shareholders.

     Bank Holding Company Regulation. The Company is a bank holding company, registered with the Federal Reserve under the BHC Act. As such, the Company is subject to the supervision, examination and reporting requirements of the BHC Act and the regulations of the Federal Reserve. The BHC Act requires that a bank holding company obtain the prior approval of the Federal Reserve before (i) acquiring direct or indirect ownership or control of more than 5% of the voting shares of any bank, (ii) taking any action that causes a bank to become a subsidiary of the bank holding company, or (iii) merging or consolidating with any other bank holding company.

     The BHC Act further provides that the Federal Reserve may not approve any transaction that would result in a monopoly or would be in furtherance of any combination or conspiracy to monopolize or attempt to monopolize the business of banking in any section of the United States, or the effect of which may be substantially to lessen competition or to tend to create a monopoly in any section of the country, or that in any other manner would be in restraint of trade, unless the anticompetitive effects of the proposed transaction are clearly outweighed by the public interest in meeting the convenience and needs of the community to be served. The Federal Reserve is also required to consider the financial and managerial resources and future prospects of the bank holding companies and banks concerned and the convenience, and needs of the community to be served. Consideration of financial resources generally focuses on capital adequacy and consideration of convenience and needs issues includes the parties’ performance under the Community Reinvestment Act of 1977 (the “CRA”), both of which are discussed below.

     Banks are subject to the provisions of the CRA. Under the terms of the CRA, the appropriate federal bank regulatory agency is required, in connection with its examination of a bank, to assess such bank’s record in meeting the credit needs of the community served by that bank, including low- and moderate-income neighborhoods. The regulatory agency’s assessment of the bank’s record is made available to the public. Further, such assessment is required of any bank which has applied to:

    charter a bank,
 
    obtain deposit insurance coverage for a newly chartered institution,
 
    establish a new branch office that will accept deposits,
 
    relocate an office, or
 
    merge or consolidate with, or acquire the assets or assume the liabilities of, a federally regulated financial institution

10


Table of Contents

     In the case of a bank holding company applying for approval to acquire a bank or other bank holding company, the Federal Reserve will assess the record of each subsidiary bank of the applicant bank holding company, and such records may be the basis for denying the application.

     The Federal Reserve Bank has approved the Company’s election to become a bank holding company. The Company thus has expanded financial affiliation opportunities as long as the Banks remain “well-capitalized” and “well-managed” depository institutions, and have at least a “satisfactory” rating under the Community Reinvestment Act of 1997. As of December 31, 2001, the Banks met all three criteria for the Company’s continued qualification as a financial holding company.

     Once a bank holding company has filed a declaration of its intent to be a financial holding company, as long as there is no action by the Federal Reserve Board giving notice that it is not eligible, the company may proceed to engage in the activities and enter into the affiliations under an expanded authority conferred by law. The holding company does not need prior approval from the Federal Reserve Board to engage in activities that the law identifies as financial in nature, or that the Federal Reserve Board has determined to be financial in nature by order or regulation. The law retains the basic structure of the BHC Act. Thus, a bank holding company that is not eligible for the expanded powers of a financial holding company, is subject to the provisions of the BHC Act which limits the activities that are authorized and defined as closely related to banking activities. The law also addresses the consequences of when a financial holding company that has exercised the expanded authority fails to maintain its eligibility to be a financial holding company. The Federal Reserve Board may impose such limitations on the conduct or activities of a noncompliant financial holding company or any affiliate of that company as the Board determines to be appropriate under the circumstances and consistent with the purposes of law.

     The BHC Act generally prohibits a bank holding company from engaging in activities other than banking, or managing or controlling banks or other permissible subsidiaries, and from acquiring or retaining direct or indirect control of any company engaged in any activities other than those activities determined by the Federal Reserve to be so closely related to banking or managing or controlling banks as to be a proper incident thereto. In determining whether a particular activity is permissible, the Federal Reserve must consider whether the performance of such an activity can reasonably be expected to produce benefits to the public, such as greater convenience, increased competition, or gains in efficiency that outweigh possible adverse effects, such as undue concentration of resources, decreased or unfair competition, conflicts of interest, or unsound banking practices. For example, factoring accounts receivable, acquiring or servicing loans, leasing personal property, conducting securities brokerage activities, performing certain data processing services, acting as agent or broker in selling credit life insurance and certain other types of insurance in connection with credit transactions, and certain insurance underwriting activities have all been

11


Table of Contents

determined by regulations of the Federal Reserve to be permissible activities of bank holding companies. Despite prior approval, the Federal Reserve has the power to order a holding company or its subsidiaries to terminate any activity or terminate its ownership or control of any subsidiary, when it has reasonable cause to believe that continuation of such activity or such ownership or control constitutes a serious risk to the financial safety, soundness, or stability of any bank subsidiary of that bank holding company.

     Gramm-Leach-Bliley Act. Enacted in 1999, the Gramm-Leach-Bliley Act reforms and modernizes certain areas of financial services regulation. The law permits the creation of new financial services holding companies that can offer a full range of financial products under a regulatory structure based on the principle of functional regulation. The legislation eliminates the legal barriers to affiliations among banks and securities firms, insurance companies, and other financial services companies. The law also provides financial organizations with the opportunity to structure these new financial affiliations through a holding company structure or a financial subsidiary. The new law reserves the role of the Federal Reserve Board as the supervisor for bank holding companies. At the same time, the law also provides a system of functional regulation which is designed to utilize the various existing federal and state regulatory bodies. The law also sets up a process for coordination between the Federal Reserve Board and the Secretary of the Treasury regarding the approval of new financial activities for both bank holding companies and national bank financial subsidiaries.

     The law also includes a minimum federal standard of financial privacy. Financial institutions are required to have written privacy policies that must be disclosed to customers. The disclosure of a financial institution’s privacy policy must take place at the time a customer relationship is established and not less than annually during the continuation of the relationship. The act also provides for the functional regulation of bank securities activities. The law repeals the exemption that banks were afforded from the definition of “broker,” and replaces it with a set of limited exemptions that allow the continuation of some historical activities performed by banks. In addition, the act amends the securities laws to include banks within the general definition of dealer. Regarding new bank products, the law provides a procedure for handling products sold by banks that have securities elements. In the area of Community Reinvestment Act activities, the law generally requires that financial institutions address the credit needs of low-to-moderate income individuals and neighborhoods in the communities in which they operate. Bank regulators are required to take the Community Reinvestment Act ratings of a bank or of the bank subsidiaries of a holding company into account when acting upon certain branch and bank merger and acquisition applications filed by the institution. Under the law, financial holding companies and banks that desire to engage in new financial activities are required to have satisfactory or better Community Reinvestment Act ratings when they commence the new activity.

12


Table of Contents

     Bank Regulation. First National/Osceola, First National/Polk and Community National Bank are chartered under the national banking laws, and CenterState Bank is chartered under Florida law. Each of the deposits of the Banks is insured by the FDIC to the extent provided by law. The three national bank subsidiaries are subject to comprehensive regulation, examination and supervision by the OCC, and, in the case of CenterState Bank, by the FDIC and the Florida Department. The Banks also are subject to other laws and regulations applicable to banks. Such regulations include limitations on loans to a single borrower and to its directors, officers and employees; restrictions on the opening and closing of branch offices; the maintenance of required capital and liquidity ratios; the granting of credit under equal and fair conditions; and the disclosure of the costs and terms of such credit. The three national bank subsidiaries are examined periodically by the OCC, and, in the case of CenterState Bank, by the FDIC and the Florida Department. The Banks submit to their examining agencies periodic reports regarding their financial condition and other matters. These bank regulatory agencies have a broad range of powers to enforce regulations under its jurisdiction, and to take discretionary actions determined to be for the protection and safety and soundness of banks, including the institution of cease and desist orders and the removal of directors and officers. The bank regulatory agencies also have the authority to approve or disapprove mergers, consolidations, and similar corporate actions.

     There are various statutory limitations on the ability of the Company to pay dividends. The bank regulatory agencies also have the general authority to limit the dividend payment by banks if such payment may be deemed to constitute an unsafe and unsound practice. For information on the restrictions on the right of the Banks to pay dividends to the Company, see Part II — Item 5 “Market for the Registrant’s Common Equity and Related Stockholder Matters.”

     Under federal law, federally insured banks are subject, with certain exceptions, to certain restrictions on any extension of credit to their parent holding companies or other affiliates, on investment in the stock or other securities of affiliates, and on the taking of such stock or securities as collateral from any borrower. In addition, banks are prohibited from engaging in certain tie-in arrangements in connection with any extension of credit or the providing of any property or service.

     The Financial Institutions Reform, Recovery and Enforcement Act of 1989 (“FIRREA”) imposed major regulatory reforms, stronger capital standards for savings and loan associations and stronger civil and criminal enforcement provisions. FIRREA also provides that a depository institution insured by the FDIC can be held liable for any loss incurred by, or reasonably expected to be incurred by, the FDIC in connection with:

    the default of a commonly controlled FDIC insured depository institution; or
 
    any assistance provided by the FDIC to a commonly controlled FDIC insured institution in danger of default.

13


Table of Contents

     The FDIC Improvement Act of 1993 (“FDICIA”) made a number of reforms addressing the safety and soundness of deposit insurance funds, supervision, accounting, and prompt regulatory action, and also implemented other regulatory improvements. Annual full-scope, on-site examinations are required of all insured depository institutions. The cost for conducting an examination of an institution may be assessed to that institution, with special consideration given to affiliates and any penalties imposed for failure to provide information requested. Insured state banks also are precluded from engaging as principal in any type of activity that is impermissible for a national bank, including activities relating to insurance and equity investments. The Act also recodified current law restricting extensions of credit to insiders under the Federal Reserve Act.

     Also important in terms of its effect on banks has been the deregulation of interest rates paid by banks on deposits and the types of deposit accounts that may be offered by banks. Most regulatory limits on permissible deposit interest rates and minimum deposit amounts expired several years ago. The effect of the deregulation of deposit interest rates generally has been to increase the costs of funds to banks and to make their costs of funds more sensitive to fluctuations in money market rates. A result of the pressure on banks interest margins due to deregulation has been a trend toward expansion of services offered by banks and an increase in the emphasis placed on fee or noninterest income.

     Capital Requirements. The Federal Reserve Board and bank regulatory agencies require bank holding companies and financial institutions to maintain capital at adequate levels based on a percentage of assets and off-balance sheet exposures, adjusted for risk weights ranging from 0% to 100%. Under the risk-based standard, capital is classified into two tiers. Tier 1 capital consists of common shareholders’ equity, excluding the unrealized gain (loss) on available-for-sale securities, minus certain intangible assets. Tier 2 capital consists of the general allowance for credit losses except for certain limitations. An institution’s qualifying capital base for purposes of its risk-based capital ratio consists of the sum of its Tier 1 and Tier 2 capital. The regulatory minimum requirements are 4% for Tier 1 and 8% for total risk-based capital. At December 31, 2002, CenterState’s Tier 1 and total risk-based capital ratios were 10.0% and 11.2%, respectively.

     Bank holding companies and banks are also required to maintain capital at a minimum level based on total assets, which is known as the leverage ratio. The minimum requirement for the leverage ratio is 3%, but all but the highest rated institutions are required to maintain ratios 100 to 200 basis points above the minimum. At December 31, 2002, CenterState’s leverage ratio was 8.5%.

     FDICIA contains “prompt corrective action” provisions pursuant to which banks are to be classified into one of five categories based upon capital adequacy, ranging from “well capitalized” to “critically undercapitalized” and which require (subject to certain exceptions) the appropriate

14


Table of Contents

     federal banking agency to take prompt corrective action with respect to an institution which becomes “significantly undercapitalized” or “critically undercapitalized.”

     The OCC and the FDIC have issued regulations to implement the “prompt corrective action” provisions of FDICIA. In general, the regulations define the five capital categories as follows:

    an institution is “well capitalized” if it has a total risk-based capital ratio of 10% or greater, has a Tier 1 risk-based capital ratio of 6% or greater, has a leverage ratio of 5% or greater and is not subject to any written capital order or directive to meet and maintain a specific capital level for any capital measures;
 
    an institution is “adequately capitalized” if it has a total risk-based capital ratio of 8% or greater, has a Tier 1 risk-based capital ratio of 4% or greater, and has a leverage ratio of 4% or greater;
 
    an institution is “undercapitalized” if it has a total risk-based capital ratio of less than 8%, has a Tier 1 risk-based capital ratio that is less than 4% or has a leverage ratio that is less than 4%;
 
    an institution is “significantly undercapitalized” if it has a total risk-based capital ratio that is less than 6%, a Tier 1 risk-based capital ratio that is less than 3% or a leverage ratio that is less than 3%; and
 
    an institution is “critically undercapitalized” if its “tangible equity” is equal to or less than 2% of its total assets.

     The OCC and the FDIC, after an opportunity for a hearing, have authority to downgrade an institution from “well capitalized” to “adequately capitalized” or to subject an “adequately capitalized” or “undercapitalized” institution to the supervisory actions applicable to the next lower category, for supervisory concerns.

     Generally, FDICIA requires that an “undercapitalized” institution must submit an acceptable capital restoration plan to the appropriate federal banking agency within 45 days after the institution becomes “undercapitalized” and the agency must take action on the plan within 60 days. The appropriate federal banking agency may not accept a capital restoration plan unless, among other requirements, each company having control of the institution has guaranteed that the institution will comply with the plan until the institution has been adequately capitalized on average during each of the three consecutive calendar quarters and has provided adequate assurances of performance. The aggregate liability under this provision of all companies having control of an institution is limited to the lesser of:

    5% of the institution’s total assets at the time the institution becomes “undercapitalized” or

15


Table of Contents

    the amount which is necessary, or would have been necessary, to bring the institution into compliance with all capital standards applicable to the institution as of the time the institution fails to comply with the plan filed pursuant to FDICIA.

     An “undercapitalized” institution may not acquire an interest in any company or any other insured depository institution, establish or acquire additional branch offices or engage in any new business unless the appropriate federal banking agency has accepted its capital restoration plan, the institution is implementing the plan, and the agency determines that the proposed action is consistent with and will further the achievement of the plan, or the appropriate Federal banking agency determines the proposed action will further the purpose of the “prompt corrective action” sections of FDICIA.

     If an institution is “critically undercapitalized,” it must comply with the restrictions described above. In addition, the appropriate Federal banking agency is authorized to restrict the activities of any “critically undercapitalized” institution and to prohibit such an institution, without the appropriate Federal banking agency’s prior written approval, from:

     •     entering into any material transaction other than in the usual course of business;

     •     engaging in any covered transaction with affiliates (as defined in Section 23A(b) of the Federal Reserve Act);

     •     paying excessive compensation or bonuses; and

     •     paying interest on new or renewed liabilities at a rate that would increase the institution’s weighted average costs of funds to a level significantly exceeding the prevailing rates of interest on insured deposits in the institution’s normal market areas.

     The “prompt corrective action” provisions of FDICIA also provide that in general no institution may make a capital distribution if it would cause the institution to become “undercapitalized.” Capital distributions include cash (but not stock) dividends, stock purchases, redemptions, and other distributions of capital to the owners of an institution.

     Additionally, FDICIA requires, among other things, that:

    only a “well capitalized” depository institution may accept brokered deposits without prior regulatory approval and
 
    the appropriate federal banking agency annually examine all insured depository institutions, with some exceptions for small, “well capitalized” institutions and state-chartered institutions examined by state regulators.

16


Table of Contents

     FDICIA also contains a number of consumer banking provisions, including disclosure requirements and substantive contractual limitations with respect to deposit accounts.

     As of December 31, 2002, CenterState and the Banks met the capital requirements of a “well capitalized” institution.

     Enforcement Powers. Congress has provided the federal bank regulatory agencies with an array of powers to enforce laws, rules, regulations and orders. Among other things, the agencies may require that institutions cease and desist from certain activities, may preclude persons from participating in the affairs of insured depository institutions, may suspend or remove deposit insurance, and may impose civil money penalties against institution-affiliated parties for certain violations.

     Maximum Legal Interest Rates. Like the laws of many states, Florida law contains provisions on interest rates that may be charged by banks and other lenders on certain types of loans. Numerous exceptions exist to the general interest limitations imposed by Florida law. The relative importance of these interest limitation laws to the financial operations of the Banks will vary from time to time, depending on a number of factors, including conditions in the money markets, the costs and availability of funds, and prevailing interest rates.

     Branch Banking. Banks in Florida are permitted to branch state wide. Such branch banking, however, is subject to prior approval by the bank regulatory agencies. Any such approval would take into consideration several factors, including the bank’s level of capital, the prospects and economics of the proposed branch office, and other conditions deemed relevant by the bank regulatory agencies for purposes of determining whether approval should be granted to open a branch office.

     Change of Control. Federal law restricts the amount of voting stock of a bank holding company and a bank that a person may acquire without the prior approval of banking regulators. The overall effect of such laws is to make it more difficult to acquire a bank holding company and a bank by tender offer or similar means than it might be to acquire control of another type of corporation. Consequently, shareholders of the Company may be less likely to benefit from the rapid increases in stock prices that may result from tender offers or similar efforts to acquire control of other companies. Federal law also imposes restrictions on acquisitions of stock in a bank holding company and a state bank. Under the federal Change in Bank Control Act and the regulations thereunder, a person or group must give advance notice to the Federal Reserve before acquiring control of any bank holding company, the OCC before acquiring control of any national bank and the FDIC and the Florida Department before acquiring control of a state bank. Upon receipt of such notice, the bank regulatory agencies may approve or disapprove the acquisition. The Change in Bank Control Act creates a rebuttable presumption of control if a member or group acquires a certain

17


Table of Contents

percentage or more of a bank holding company’s or state bank’s voting stock, or if one or more other control factors set forth in the Act are present.

     Interstate Banking. Federal law provides for nationwide interstate banking and branching. Under the law, interstate acquisitions of banks or bank holding companies in any state by bank holding companies in any other state are permissible subject to certain limitations. Florida has a law that allows out-of-state bank holding companies (located in states that allow Florida bank holding companies to acquire banks and bank holding companies in that state) to acquire Florida banks and Florida bank holding companies. The law essentially provides for out-of-state entry by acquisition only (and not by interstate branching) and requires the acquired Florida bank to have been in existence for at least three years.

     Effect of Governmental Policies. The earnings and businesses of the Company and the Banks are affected by the policies of various regulatory authorities of the United States, especially the Federal Reserve. The Federal Reserve, among other things, regulates the supply of credit and deals with general economic conditions within the United States. The instruments of monetary policy employed by the Federal Reserve for those purposes influence in various ways the overall level of investments, loans, other extensions of credit, and deposits, and the interest rates paid on liabilities and received on assets.

Competition

     The Company encounters strong competition both in making loans and in attracting deposits. The deregulation of the banking industry and the widespread enactment of state laws which permit multi-bank holding companies as well as an increasing level of interstate banking have created a highly competitive environment for commercial banking. In one or more aspects of its business, the Company competes with other commercial banks, savings and loan associations, credit unions, finance companies, mutual funds, insurance companies, brokerage and investment banking companies, and other financial intermediaries. Most of these competitors, some of which are affiliated with bank holding companies, have substantially greater resources and lending limits, and may offer certain services that the Company does not currently provide. In addition, many of the Company’s non-bank competitors are not subject to the same extensive federal regulations that govern bank holding companies and federally insured banks. Recent federal and state legislation has heightened the competitive environment in which financial institutions must conduct their business, and the potential for competition among financial institutions of all types has increased significantly.

     To compete, the Company relies upon specialized services, responsive handling of customer needs, and personal contacts by its officers, directors, and staff. Large multi-branch banking competitors tend to compete primarily by rate and the number and location of branches while

18


Table of Contents

smaller, independent financial institutions tend to compete primarily by rate and personal service.

Employees

     As of December 31, 2002, CenterState and the Banks collectively had 233 full-time equivalent employees. The employees are not represented by a collective bargaining unit. CenterState and the Banks consider relations with employees to be good.

Statistical Profile and Other Financial Data

     Reference is hereby made to the statistical and financial data contained in the section captioned “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” for statistical and financial data providing a review of the Company’s business activities.

Item 2. Properties

     CenterState owns no real property. It occupies office space in the main office of First National/Polk, which is located at 7722 State Road 544 East, Suite 205, Winter Haven, Florida 33881.

Item 3. Legal Proceedings

     The Banks are periodically parties to or otherwise involved in legal proceedings arising in the normal course of business, such as claims to enforce liens, claims involving the making and servicing of real property loans, and other issues incident to their respective businesses. Management does not believe that there is any pending or threatened proceeding against the Banks which, if determined adversely, would have a material adverse effect on the Company’s consolidated financial position.

Item 4. Submission of Matters to a Vote of Security Holders

     No matters were submitted to a vote of the Company security holders during the fourth quarter of the year ended December 31, 2002.

19


Table of Contents

PART II

Item 5. Market for Common Equity and Related Stockholder Matters

     The shares of Company Common Stock commenced trading on the OTC Bulletin Board on January 26, 2001 and on the Nasdaq National Market System on February 20, 2001. The following sets forth the high and low trading prices for certain trades of the Company Common Stock that occurred in transactions of Company Common Stock since January 26, 2001:

                                                 
    2002   2001
   
 
                    Volume                   Volume
    High   Low   Shares   High   Low   Shares
   
 
 
 
 
 
1st Quarter
  $ 18.86     $ 15.98       61,800     $ 14.00     $ 11.25       93,500  
2nd Quarter
    22.23       18.86       105,200       14.20       12.98       66,600  
3rd Quarter
    21.15       17.30       86,900       15.64       13.25       75,600  
4th Quarter
    20.39       18.46       78,000       16.95       15.05       145,100  

     As reported by the Company’s stock transfer agent, the Company had approximately 1,280 shareholders of record as of December
31, 2002.

Dividends

     The Company pays dividends quarterly, payable on the last business day of the calendar quarter. The following sets forth the per share cash dividends paid during 2002 and 2001.

                         
            2002   2001
           
 
 
  1st Quarter   $ 0.05     $ 0.04  
 
  2nd Quarter   $ 0.05     $ 0.04  
 
  3rd Quarter   $ 0.05     $ 0.05  
 
  4th Quarter   $ 0.05     $ 0.05  

     The payment of dividends by the Company is a decision of its Board based upon then-existing circumstances, including the Company’s rate of growth, profitability, financial condition, existing and anticipated capital requirements, the amount of funds legally available for the payment of cash dividends, regulatory constraints and such other factors as the Board determines relevant. The source of funds for payment of dividends by the Company is dividends received from the Banks. Payments by the Banks to the Company are limited by law and regulations of the bank regulatory

20


Table of Contents

authorities. There are various statutory and contractual limitations on the ability of the Banks to pay dividends to the Company. The bank regulatory agencies also have the general authority to limit the dividends paid by banks if such payment may be deemed to constitute an unsafe and unsound practice. CenterState’s national bank subsidiaries may not pay dividends from their paid-in surplus. All dividends must be paid out of undivided profits then on hand, after deducting expenses, including reserves for losses and bad debts. In addition, a national bank is prohibited from declaring a dividend on its shares of common stock until its surplus equals its stated capital, unless there has been transferred to surplus no less than one/tenth of the bank’s net profits of the preceding two consecutive half-year periods (in the case of an annual dividend). The approval of the OCC is required if the total of all dividends declared by a national bank in any calendar year exceeds the total of its net profits for that year combined with its retained net profits for the preceding two years, less any required transfers to surplus. In the case of CenterState Bank, which is a Florida banking corporation, it may declare a dividend of so much of its aggregate net profits for the current year combined with its retained earnings (if any) for the preceding two years as the Board deems to be appropriate and, with the approval of the Florida Department, may declare a dividend from retained earnings for prior years. No dividends may be paid at a time when the Bank’s net income from the preceding two years is a loss or which would cause the capital accounts of the Bank to fall below the minimum amount required by law, regulation, order or any written agreement with the Florida Department or a Federal regulatory agency.

21


Table of Contents

Item 6. Selected Consolidated Financial Data

     The selected consolidated financial data presented below should be read in conjunction with management’s discussion and analysis of financial condition and results of operations, and the consolidated financial statements and footnotes thereto, of the Company at December 31, 2002 and 2001, and the three year period ended December 31, 2002, presented elsewhere herein.

Selected Consolidated Financial Data
December 31

                                         
(Dollars in thousands except for share and per share data)   2002   2001   2000   1999   1998

 
 
 
 
 
SUMMARY OF OPERATIONS:
                                       
Total interest income
  $ 21,048     $ 23,513     $ 22,263     $ 19,102     $ 18,538  
Total interest expense
    (6,892 )     (9,826 )     (9,647 )     (8,318 )     (8,784 )
 
   
     
     
     
     
 
Net interest income
    14,156       13,687       12,616       10,784       9,754  
Provision for loan losses
    (644 )     (577 )     (614 )     (258 )     (227 )
 
   
     
     
     
     
 
Net interest income after provision for loan losses
    13,512       13,110       12,002       10,526       9,527  
Non-interest income
    3,660       3,062       2,384       1,907       1,545  
Non-interest expense
    (13,397 )     (12,143 )     (11,154 )     (9,367 )     (7,584 )
 
   
     
     
     
     
 
Income before income taxes
    3,775       4,029       3,232       3,066       3,488  
Income taxes
    (1,406 )     (1,513 )     (1,324 )     (1,120 )     (1,201 )
 
   
     
     
     
     
 
Net income
  $ 2,369     $ 2,516     $ 1,908     $ 1,946     $ 2,287  
 
   
     
     
     
     
 
PER COMMON SHARE DATA:
                                       
Basic earnings per share
  $ 0.84     $ 0.89     $ 0.68     $ 0.73     $ 0.90  
Diluted earnings per share
  $ 0.82     $ 0.89     $ 0.67     $ 0.70     $ 0.85  
Book value per share
  $ 11.87     $ 9.83     $ 8.99     $ 8.34     $ 8.16  
Tangible book value per share
  $ 10.37     $ 9.54     $ 8.94     $ 8.37     $ 7.99  
Dividends per share
  $ 0.20     $ 0.18     $ 0.16     $ 0.14     $ 0.12  
Actual shares outstanding
    3,362,068       2,818,602       2,815,872       2,794,847       2,549,445  
Weighted average shares outstanding
    2,823,213       2,817,240       2,811,651       2,681,079       2,527,256  
Diluted weighted average shares outstanding
    2,878,770       2,839,914       2,826,704       2,775,184       2,687,422  
BALANCE SHEET DATA:
                                       
Assets
  $ 494,800     $ 341,374     $ 310,662     $ 278,883     $ 276,084  
Total loans, net
    329,666       241,349       207,133       175,160       151,790  
Total deposits
    441,462       307,998       280,168       247,977       249,631  
Long-term debt
    0       0       0       0       0  
Short-term borrowings
    10,005       4,598       4,305       7,078       4,886  
Shareholders’ equity
    39,915       27,717       25,321       23,313       20,794  
Tangible capital
    34,868       26,883       25,164       23,397       20,377  
Average total assets
    374,008       331,768       295,660       278,065       255,027  
Average loans, net
    258,232       224,865       191,191       160,259       143,068  
Average interest earning assets
    343,541       303,726       269,316       251,475       232,565  
Average deposits
    340,123       298,828       266,585       249,999       229,440  
Average interest bearing deposits
    277,466       248,534       221,748       208,176       193,811  
Average interest bearing liabilities
    281,651       253,561       225,849       213,505       198,078  
Average shareholders’ equity
    28,581       26,785       24,220       22,047       19,397  

22


Table of Contents

Selected Consolidated Financial Data — continued
December 31

                                           
(Dollars in thousands except for share and                                        
per share data)   2002   2001   2000   1999   1998

 
 
 
 
 
SELECTED FINANCIAL RATIOS:
                                       
Return on average assets
    0.63 %     0.76 %     0.65 %     0.70 %     0.90 %
Return on average equity
    8.29 %     9.39 %     7.88 %     8.83 %     11.79 %
Dividend payout
    24 %     20 %     24 %     19 %     13 %
Efficiency (1)
    75 %     72 %     74 %     74 %     67 %
Net interest margin (2)
    4.12 %     4.51 %     4.68 %     4.26 %     4.19 %
Net interest spread (3)
    3.68 %     3.86 %     4.00 %     3.65 %     3.54 %
CAPITAL RATIOS:
                                       
Tier 1 leverage ratio
    8.54 %     7.89 %     8.21 %     8.38 %     7.59 %
Risk-based capital
                                       
 
Tier 1
    9.95 %     11.51 %     12.56 %     13.57 %     13.47 %
 
Total
    11.16 %     12.76 %     13.81 %     14.76 %     14.71 %
Average equity to average assets
    7.64 %     8.07 %     8.19 %     7.93 %     7.61 %
ASSET QUALITY RATIOS:
                                       
Net charge-offs to average loans
    0.13 %     0.10 %     0.10 %     0.18 %     0.06 %
Allowance to period end loans
    1.22 %     1.26 %     1.30 %     1.30 %     1.51 %
Allowance for loan losses to non-performing assets
    274 %     467 %     256 %     318 %     224 %
Non-performing assets to total assets
    0.30 %     0.19 %     0.34 %     0.26 %     0.38 %
OTHER DATA:
                                       
Banking locations
    21       16       15       15       13  
Full-time equivalent employees
    233       169       150       142       121  


(1)   Efficiency ratio is non-interest expense divided by the sum of net interest income before provision for loan losses plus non-interest income.
 
(2)   Net interest margin is net interest income divided by total average earning assets.
 
(3)   Net interest spread is the difference between the average yield on average earnings assets and the average yield on average interest bearing liabilities.

23


Table of Contents

Quarterly Financial Information

     The following table sets forth, for the periods indicated, certain consolidated quarterly financial information. This information is derived from the Company’s unaudited financial statements which include, in the opinion of management, all normal recurring adjustments which management considers necessary for a fair presentation of the results for such periods. The sum of the four quarters of earnings per share might not equal the total earnings per share for the full year due to rounding. This information should be read in conjunction with the Company’s consolidated financial statements and the notes thereto included elsewhere in this document. The results for any quarter are not necessarily indicative of results for future periods.

Selected Quarterly Data
(Dollars are in thousands)

                                                                 
  2002   2001
(Dollars in thousands except  
 
for per share data)   4Q   3Q   2Q   1Q   4Q   3Q   2Q   1Q

 
 
 
 
 
 
 
 
Interest income
  $ 5,307     $ 5,239     $ 5,187     $ 5,315     $ 5,559     $ 5,924     $ 6,019     $ 6,011  
Interest expense
    (1,735 )     (1,699 )     (1,670 )     (1,788 )     (2,039 )     (2,398 )     (2,618 )     (2,771 )
 
   
     
     
     
     
     
     
     
 
Net interest income
    3,572       3,540       3,517       3,527       3,520       3,526       3,401       3,240  
Provision for loan losses
    (150 )     (145 )     (169 )     (180 )     (139 )     (156 )     (141 )     (141 )
 
   
     
     
     
     
     
     
     
 
Net interest income after provision for loan losses
    3,422       3,395       3,348       3,347       3,381       3,370       3,260       3,099  
Non-interest income
    976       920       853       890       870       768       692       732  
Securities gains
    0       0       10       11       0       0       0       0  
Non-interest expenses
    (3,361 )     (3,249 )     (3,458 )     (3,329 )     (3,100 )     (3,108 )     (2,994 )     (2,941 )
 
   
     
     
     
     
     
     
     
 
Income before income tax expense
    1,037       1,066       753       919       1,151       1,030       958       890  
Income tax expense
    (393 )     (380 )     (291 )     (342 )     (438 )     (384 )     (359 )     (332 )
 
   
     
     
     
     
     
     
     
 
Net income
  $ 644     $ 686     $ 462     $ 577     $ 713     $ 646     $ 599     $ 558  
 
   
     
     
     
     
     
     
     
 
Basic earnings per common share
  $ 0.23     $ 0.24     $ 0.16     $ 0.20     $ 0.25     $ 0.23     $ 0.21     $ 0.20  
Diluted earnings per common share
  $ 0.22     $ 0.24     $ 0.16     $ 0.20     $ 0.25     $ 0.23     $ 0.21     $ 0.20  

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

     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 include statements containing 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 from the results anticipated in these forward looking statements, due to a variety of factors, including, without limitation: the effects of future economic conditions; governmental monetary and fiscal policies, as well as legislative and regulatory changes; the risks of changes in interest rates and the level and composition of deposits, loan demand, and the values of loan collateral; and the effects of competition from other commercial banks, thrifts, consumer finance companies, and other financial institutions operating in the Company’s market area and elsewhere. All forward looking statements attributable to the Company are expressly qualified in their entirety by these cautionary statements. The Company disclaims any intent or obligation to update these forward looking statements, whether as a result of new information, future events or otherwise. There is no assurance that future results, levels of activity, performance or goals will be achieved.

24


Table of Contents

     Management’s discussion and analysis of earnings and related financial data are presented herein to assist investors in understanding the financial condition of the Company at December 31, 2002 and 2001, and the results of operations of the Company for the years ended December 31, 2002, 2001 and 2000. This discussion should be read in conjunction with the consolidated financial statements and related footnotes of the Company presented elsewhere herein.

General

     Centerstate Banks of Florida, Inc. (the “Company”) is a multi bank holding company that was formed as of the close of business June 30, 2000 as part of a merger of three independent commercial banks in central Florida (First National Bank of Osceola County, Community National Bank of Pasco County and First National Bank of Polk County). The business combination was accounted for using the pooling-of-interest accounting method. All historical financial presentations have been restated to reflect the merger. The outstanding shares of the three banks were converted into Company common stock at agreed upon exchange ratios described in the merger agreements. In the transaction, the shareholders of the three banks became shareholders of the Company, which owns all of the outstanding shares of the three banks. The three banks maintain their separate identities as wholly owned subsidiaries of the Company.

     During 2001, the Company formed a majority owned (75%) subsidiary (C. S. Processing, Inc.) for the purpose of processing checks and rendering statements (i.e. “item processing center”) for the Company’s three subsidiary banks and for CenterState Bank of Florida (“CSB”), which at the time was an independent bank not affiliated with the Company. The four banks each own 25% of C. S. Processing, Inc. The Company’s initial investment in the subsidiary was $300,000 and CSB contributed $100,000. Operations began during July 2001. At the close of business on December 31, 2002, the Company acquired CSB for a combination of cash and stock valued at approximately $13.1 million. At that time, C. S. Processing, Inc. became a wholly owned subsidiary of the consolidated Company, by way of each of the Company’s four subsidiary banks 25% ownership. The total investment in C. S. Processing, Inc. as of December 31, 2002 is $480,000. Two of the Company’s subsidiary banks converted their item processing to C. S. Processing, Inc. during 2001 and the other two during 2002. By converting all the banks to the same item processor and bringing that process in house through C. S. Processing, Inc., the Company expects to lower item processing cost and better control the process, including enhanced quality control. The Company acquired CSB, referred to above, as of the close of business December 31, 2002 for a combination of cash and stock valued at approximately $13.1 million. The transaction was accounted for using the purchase method of accounting. The shareholders of CSB received 0.5361 shares of Company common stock and $2.40 in cash for each share of CSB stock. CSB will maintain its separate identity, and operate as a wholly owned subsidiary of the Company, similar to the Company’s other three subsidiary banks.

     CSB is a commercial bank with operations in eastern Polk County, Florida. CSB was capitalized by selling 1,000,000 shares of stock to approximately 260 local individuals at $10 per share ($10 million initial capital). CSB began operations on April 14, 2000 in Winter Haven, Florida, in a rented location. Subsequently, it purchased land and built a 14,000 square foot, two story, brick building, which it now occupies as its main office. Most of the second floor has been leased to an unrelated party. In September 2001, it opened its first branch office in Auburndale, Florida, and a second branch office was opened in January 2002 in Lakeland, Florida. The Auburndale branch, like the main office, is newly constructed and owned by CSB. The Lakeland office is leased. The President and CEO of CSB (Ernest S. Pinner) is also the President and CEO of the Company. The Chairman of CSB (James H. White) is also the Chairman of the Company.

25


Table of Contents

     During 2001 and 2002, the Company converted each subsidiary bank to the same core data processing service bureau. In addition, each bank was required to convert to a standardized chart of accounts and general ledger. This standardization allows for improved efficiency and control in the reporting process. The last bank converted during April 2002.

     The Company opened new branch banking offices in Lake Alfred, Florida during September 2001, in Spring Hill, Florida during October 2002, and in Inverness, Florida during October 2002. The Company now has twenty-one full service locations, one remote drive through facility and the item processing center discussed above. There are approximately 233 full-time equivalent employees.

     The Company’s principal asset is its ownership of the Banks. Accordingly, the Company’s results of operations are primarily dependent upon the results of operations of the Banks. The Company conducts commercial banking business consisting of attracting deposits from the general public and applying those funds to the origination of commercial, consumer and real estate loans (including commercial loans collateralized by real estate). The Company’s profitability depends primarily on net interest income, which is the difference between interest income generated from interest-earning assets (i.e. loans and investments) less the interest expense incurred on interest-bearing liabilities (i.e. customer deposits and borrowed funds). Net interest income is affected by the relative amounts of interest-earning assets and interest-bearing liabilities, and the interest rate earned and paid on these balances. Net interest income is dependent upon the Company’s interest rate spread which is the difference between the average yield earned on its interest-earning assets and the average rate paid on its interest-bearing liabilities. When interest-earning assets approximate or exceed interest-bearing liabilities, any positive interest rate spread will generate net interest income. The interest rate spread is impacted by interest rates, deposit flows, and loan demand. Additionally, and to a lesser extent, the Company’s profitability is affected by such factors as the level of non-interest income and expenses, the provision for credit losses, and the effective tax rate. Non-interest income consists primarily of service fees on deposit accounts. Non-interest expense consists of compensation and employee benefits, occupancy and equipment expenses, and other operating expenses.

Critical Accounting Policies

     Our accounting policies are integral to understanding the results reported. Accounting policies are described in detail in Note 1 of the notes to the consolidated financial statements. The critical accounting policies require management’s judgment to ascertain the valuation of assets, liabilities, commitments and contingencies. We have established detailed policies and control procedures that are intended to ensure valuation methods are well controlled and applied consistently from period to period. In addition, the policies and procedures are intended to ensure that the process for changing methodologies occurs in an appropriate manner. The following is a brief description of our current accounting policies involving significant management valuation judgments.

Allowance for Loan Losses

     The allowance for loan losses represents management’s estimate of losses inherent in the existing loan portfolio. The allowance for loan losses is increased by the provision for loan losses charged to expense and reduced by loans charged off, net of recoveries. The allowance for loan losses is determined based on management’s assessment of several factors: reviews and evaluation of individual loans, changes in the nature and volume of the loan portfolio, current economic conditions and the related impact on specific borrowers and industry groups, historical loan loss experiences and the level of classified and nonperforming loans.

26


Table of Contents

     Loans are considered impaired if, based on current information and events, it is probable that we will be unable to collect the scheduled payments of principal or interest when due according to the contractual terms of the loan agreement. The measurement of impaired loans is generally based on the present value of expected future cash flows discounted at the historical effective interest rate stipulated in the loan agreement, except that all collateral-dependent loans are measured for impairment based on the fair value of the collateral. In measuring the fair value of the collateral, management uses assumptions and methodologies consistent with those that would be utilized by unrelated third parties.

     Changes in the financial condition of individual borrowers, in economic conditions, in historical loss experience and in the condition of the various markets in which collateral may be sold may all affect the required level of the allowance for loan losses and the associated provision for loan losses.

Deferred Tax Assets

     We use an estimate of future earnings to support our position that the benefit of our deferred tax assets will be realized. If future income should prove non-existent or less than the amount of the deferred tax assets within the tax years to which they may be applied, the asset may not be realized and our net income will be reduced. Our deferred tax assets are described further in Note 7 of the notes to the consolidated financial statements.

COMPARISON OF RESULTS OF OPERATIONS FOR THE YEARS ENDED DECEMBER 31, 2002 AND DECEMBER 31, 2001.

Net Income

     The Company’s net income for the year ended December 31, 2002 was $2,369,000 or $0.84 per share (basic) and $0.82 per share (diluted), compared to $2,516,000 or $0.89 per share (basic and diluted) for the year ended December 31, 2001.

     The Company’s return on average assets (“ROA”) and return on average equity (“ROE”) for the year ended December 31, 2002 were 0.63% and 8.29%, as compared to the ROA and ROE of 0.76% and 9.39% for the year ended December 31, 2001. The efficiency ratios for the years ended December 31, 2000 and 2001 were 75% and 72%, respectively.

     Net income decreased approximately $147,000 or 5.8% to $2,369,000 for the year ended December 31, 2002, compared to $2,516,000 for the same period during 2001. Net interest income and non-interest income increased by a combined amount of approximately $1,067,000, which was offset by an increase of approximately $1,254,000 in non-interest expenses. The provision for loan losses increased by $67,000 and income tax expense decreased by approximately $107,000.

     The improvement in net interest income was primarily due to an increase in average interest earning assets resulting from a growth in lending activities. The increase in non-interest income was a result of an increase in deposit related and other miscellaneous fees, both due to the overall growth of the loan and deposit portfolios. The increase in non-interest expense was due to increases in employee and equipment related expenses resulting from new branches opened in September 2001 and two in October 2002 and a new item processing center that opened in July 2001, as well as the overall growth of the loan and deposit portfolios.

27


Table of Contents

Net Interest Income/Margin

     Net interest income consists of interest and fee income generated by earning assets, less interest expense.

     Net interest income increased $469,000 or 3.4% to $14,156,000 during the year ended December 31, 2002 compared to $13,687,000 for the year ended December 31, 2001. The $469,000 increase was a combination of a $2,465,000 decrease in interest income offset by a $2,934,000 decrease in interest expense.

     Average interest earning assets increased $39,815,000 to $343,541,000 during the year ended December 31, 2002, compared to $303,726,000 for the year ended December 31, 2001. Comparing these same two periods, the yield on average interest earning assets decreased from 7.74% in 2001 to 6.13% in 2002. The increase in volume had a positive effect on the change in interest income ($2,920,000 volume variance). The decrease in yields had a negative effect on the change in interest income ($5,385,000 rate variance). The net result was a $2,465,000 decrease in interest income.

     Average interest bearing liabilities increased $28,090,000 to $281,651,000 during the year ended December 31, 2002, compared to $253,561,000 for the year ended December 31, 2001. Comparing these same two periods, the cost of average interest bearing liabilities decreased from 3.88% in 2001 to 2.45% in 2002. The increase in volume resulted in an increase in interest expense ($762,000 volume variance), and the decrease in yields resulted in a decrease in interest expense ($3,696,000 rate variance). The result was a net decrease of $2,934,000 in interest expense. See the tables “Average Balances – Yields & Rates,” and “Analysis Of Changes In Interest Income And Expenses” below.

28


Table of Contents

Average Balances – Yields & Rates
(Dollars are in thousands)

                                                   
      Years Ended December 31,
     
              2002                   2001        
     
 
      Average   Interest   Average   Average   Interest   Average
      Balance   Inc / Exp   Rate   Balance   Inc / Exp   Rate
     
 
 
 
 
 
ASSETS:
                                               
Federal funds sold & money market
  $ 40,481     $ 749       1.85 %   $ 19,692     $ 802       4.07 %
Securities available for sale
    41,549       1,768       4.26 %     53,969       3,039       5.63 %
Securities held to maturity
                      2,273       122       5.37 %
Loans (1) (2)
    261,511       18,531       7.09 %     227,792       19,550       8.58 %
 
   
     
     
     
     
     
 
TOTAL EARNING ASSETS
  $ 343,541     $ 21,048       6.13 %   $ 303,726     $ 23,513       7.74 %
Allowance for loan losses
    (3,279 )                     (2,927 )                
All other assets
    33,746                       30,969                  
 
   
                     
                 
TOTAL ASSETS
  $ 374,008                     $ 331,768                  
 
   
                     
                 
LIABILITIES & SHAREHOLDERS’ EQUITY:
                                               
Deposits:
                                               
 
Now
  $ 47,515     $ 279       0.59 %     38,975     $ 348       0.89 %
 
Money market
    55,771       870       1.56 %     48,100       1,532       3.19 %
 
Savings
    28,210       231       0.82 %     23,021       296       1.29 %
 
Time deposits
    145,970       5,472       3.75 %     138,438       7,467       5.39 %
Short term borrowings
    4,185       40       0.96 %     5,027       183       3.64 %
 
   
     
     
     
     
     
 
TOTAL INTEREST BEARING LIABILITIES
  $ 281,651     $ 6,892       2.45 %     253,561     $ 9,826       3.88 %
Demand deposits
    62,657                       50,294                  
Other liabilities
    1,119                       1,128                  
Shareholders’ equity
    28,581                       26,785                  
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY
  $ 374,008                     $ 331,768                  
 
   
                     
                 
NET INTEREST SPREAD (3)
                    3.68 %                     3.86 %
 
                   
                     
 
NET INTEREST INCOME
          $ 14,156                     $ 13,687          
 
           
                     
         
NET INTEREST MARGIN (4)
                    4.12 %                     4.51 %
 
                   
                     
 


(1)   Loan balances are net of deferred fees/cost of origination.
 
(2)   Interest income on average loans includes fee recognition of $306,000 and $938,000 for the years ended December 31, 2002 and 2001.
 
(3)   Represents the average rate earned on interest earning assets minus the average rate paid on interest bearing liabilities.
 
(4)   Represents net interest income divided by total earning assets.

29


Table of Contents

Analysis of Changes in Interest Income and Expenses
(Dollars are in thousands)

                           
      Net Change Dec 31, 2002 versus 2001
     
                      Net
      Volume (1)   Rate (2)   Change
     
 
 
INTEREST INCOME
                       
 
Federal funds sold and money market
  $ 847       ($900 )     ($53 )
 
Securities available for sale
    (699 )     (572 )     (1,271 )
 
Securities held to maturity
    (122 )           (122 )
 
Loans
    2,894       (3,913 )     (1,019 )
 
 
   
     
     
 
TOTAL INTEREST INCOME
  $ 2,920       ($5,385 )     ($2,465 )
 
   
     
     
 
INTEREST EXPENSE
                       
 
Deposits NOW accounts
  $ 76       ($145 )     ($69 )
 
Money market accounts
    244       (906 )     (662 )
 
Savings
    67       (132 )     (65 )
 
Time deposits
    406       (2,401 )     (1,995 )
 
Short-term borrowings
    (31 )     (112 )     (143 )
 
 
   
     
     
 
TOTAL INTEREST EXPENSE
  $ 762       ($3,696 )     ($2,934 )
 
   
     
     
 
NET INTEREST INCOME
  $ 2,158       ($1,689 )   $ 469  
 
   
     
     
 


(1)   The volume variance reflects the change in the average balance outstanding multiplied by the actual average rate during the prior period.
 
(2)   The rate variance reflects the change in the actual average rate multiplied by the average balance outstanding during the current period.

Provision for Loan Losses

     The provision for loan loss losses increased $67,000 or 12% to $644,000 during the year ended December 31, 2002, as compared to $577,000 for the year ended December 31, 2001. Management’s policy is to maintain the allowance for loan losses at a level sufficient to absorb probable 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. In determining the adequacy of the allowance for loan losses, management considers those levels maintained by conditions of individual borrowers, the historical loan loss experience, the general economic environment and the overall portfolio composition. As these factors change, the level of loan loss provision changes. See “Asset Quality” regarding the allowance for loan losses for additional information.

Non-Interest Income

     Non-interest income for 2002 increased by $598,000, or 20%, to $3,660,000 as compared to $3,062,000 for the year ending December 31, 2001. The net increase was partly comprised of a $108,000 increase in service charges on deposit accounts. The remaining $490,000 net increase was primarily the result of increases in other service charges and fees, including commissions earned on originating single-family mortgage loans for others, and commissions earned on the sale of mutual funds and annuity products. The overall increase is due to the increase in volume as the Banks have grown, as well as management’s efforts to raise fees consistent with market conditions.

30


Table of Contents

Non-Interest Expense

     Non-interest expense increased $1,254,000, or 10%, to $13,397,000 for the year ended December 31, 2002, compared to $12,143,000 for the year ended December 31, 2001. Salaries and employee benefits increased by $600,000 (10.1%), occupancy and depreciation expenses increased by $374,000 (14.7%), data processing expenses (includes item processing and conversion expenses) decreased by $144,000 (14.0%), and all remaining expenses together increased by $424,000 (16.0%).

     A new branch office opened in September 2001 and two new branch offices opened in October 2002. These events contributed to higher salaries/employee benefits, data processing expense, and occupancy expenses.

     The Company’s new subsidiary, C. S. Processing, opened in July 2001, which contributed to higher salaries/employee benefits and occupancy expenses. Because this function is now performed in house, data processing expense decreased, and salary/employee benefits and occupancy expenses increased. C. S. Processing compensation expense increased $70,000 in 2002 compared to 2001. The effect of the decrease in data processing was minimized due to conversion expenses recognized by two of the subsidiary banks. The conversion expense relates to the conversion to a new core data processing service bureau. Approximately $296,000 of data processing expense related to conversion expense was recognized during the year ending December 31, 2002. Without these conversion expenses, data processing expense would have decreased by $440,000 instead of by $144,000.

     All of the Company’s subsidiary banks have now completed their conversions as of April 2002. All are now using the same service bureau for its core data processing, and the same general ledger with the same standard chart of accounts. In addition, all of the subsidiary banks have also converted their item processing to the Company’s wholly owned subsidiary, C.S. Processing, Inc. In addition to the expected future efficiencies and cost savings, management believes this strategy of control over the process will enhance the quality of the service provided the customer.

     Non-interest expenses are summarized in the table below.

Non-Interest Expense
(Dollars are in thousands)

                         
    Years ended Dec 31
   
    2002   2001   Incr(Decr)
   
 
 
Salary, wages and employee benefits
  $ 6,530     $ 5,930     $ 600  
Occupancy expense
    1,747       1,529       218  
Depreciation of premises and equipment
    1,163       1,007       156  
Stationary and printing supplies
    402       356       46  
Marketing expenses
    193       183       10  
Data processing expense
    881       1,025       (144 )
Legal & professional fees
    381       219       162  
Other operating expenses
    2,100       1,894       206  
 
   
     
     
 
Total other operating expenses
  $ 13,397     $ 12,143     $ 1,254  
 
   
     
     
 

Income Tax Provision

     The income tax provision for the year ended December 31, 2002, was $1,406,000, an effective tax rate of 37.2%, as compared to $1,513,000 for the year ended December 31, 2001, an effective tax rate of 37.6%.

31


Table of Contents

COMPARISON OF RESULTS OF OPERATIONS FOR THE YEARS ENDED DECEMBER 31, 2001 AND DECEMBER 31, 2000.

Net Income

     The Company’s net income for the year ended December 31, 2001 was $2,516,000 or $0.89 per share basic and diluted, compared to $1,908,000 or $0.68 per share (basic) and $0.67 per share (diluted) for the year ended December 31, 2000. The one time cost of the acquisition of the Company’s three subsidiary banks in 2000, SEC registration, and NASDAQ registration related expenses net of taxes approximated $369,000 or $0.13 per share (basic and diluted) in 2000. Without these one time charges, net income would have been $2,277,000 or $0.81 per share (basic and diluted) for the year ended December 31, 2000.

     The Company’s ROA and ROE for the year ended December 31, 2001 were 0.76% and 9.39%, as compared to the ROA and ROE of 0.65% and 7.88% for the year ended December 31, 2000. The efficiency ratios for the years ended December 31, 2001 and 2000 were 72% and 74%, respectively.

     Net income increased approximately $608,000 or 32% to $2,516,000 for the year ended December 31, 2001, compared to $1,908,000 for the same period during 2000. Net interest income and non-interest income increased by a combined amount of approximately $1,749,000, which was offset by an increase of approximately $989,000 in non-interest expenses. The provision for loan losses decreased by $37,000 and income tax expense increased by approximately $189,000.

     The improvement in net interest income was primarily due to an increase in average interest earning assets resulting from a growth in lending activities. The increase in non-interest income was a result of an increase in deposit related and other miscellaneous fees, both due to the overall growth of the loan and deposit portfolios. The increase in non-interest expense was due to increases in employee and equipment related expenses resulting from a new branch that opened in September 2001 and a new item processing center that opened in July 2001, as well as the overall growth of the loan and deposit portfolios.

Net Interest Income/Margin

     Net interest income consists of interest and fee income generated by earning assets, less interest expense.

     Net interest income increased $1,071,000 or 8.5% to $13,687,000 during the year ended December 31, 2001 compared to $12,616,000 for the year ended December 31, 2000. The $1,071,000 increase was a combination of a $1,250,000 increase in interest income offset by a $179,000 increase in interest expense.

     Average interest earning assets increased $34,410,000 to $303,726,000 during the year ended December 31, 2001, compared to $269,316,000 for the year ended December 31, 2000. Comparing these same two periods, the yield on average interest earning assets decreased from 8.27% in 2000 to 7.74% in 2001. The increase in volume had a positive effect on the change in interest income ($3,191,000 volume variance). The decrease in yields had a negative effect on the change in interest income ($1,141,000 rate variance). The net result was a $1,250,000 increase in interest income.

32


Table of Contents

     Average interest bearing liabilities increased $27,712,000 to $253,561,000 during the year ended December 31, 2001, compared to $225,849,000 for the year ended December 31, 2000. Comparing these same two periods, the cost of average interest bearing liabilities decreased from 4.27% in 2000 to 3.88% in 2001. The increase in volume resulted in an increase in interest expense ($1,203,000 volume variance), and the decrease in yields resulted in a decrease in interest expense ($1,024,000 rate variance). The result was a net increase of $179,000 in interest expense. See the tables “Average Balances – Yields & Rates,” and “Analysis Of Changes In Interest Income And Expenses” below.

Average Balances – Yields & Rates
(Dollars are in thousands)

                                                   
      Years Ended December 31,
     
              2001                   2000        
     
 
      Average   Interest   Average   Average   Interest   Average
      Balance   Inc / Exp   Rate   Balance   Inc / Exp   Rate
     
 
 
 
 
 
ASSETS:
                                               
Federal funds sold & money market
  $ 19,692     $ 802       4.07 %   $ 16,057     $ 1,025       6.38 %
Securities available for sale
    53,969       3,039       5.63 %     56,014       3,195       5.70 %
Securities held to maturity
    2,273       122       5.37 %     3,522       183       5.20 %
Loans (1) (2)
    227,792       19,550       8.58 %     193,723       17,860       9.22 %
 
   
     
     
     
     
     
 
TOTAL EARNING ASSETS
  $ 303,726     $ 23,513       7.74 %   $ 269,316     $ 22,263       8.27 %
Allowance for loan losses
    (2,927 )                     (2,533 )                
All other assets
    30,969                       28,877                  
 
   
                     
                 
TOTAL ASSETS
  $ 331,768                     $ 295,660                  
 
   
                     
                 
LIABILITIES & SHAREHOLDERS’ EQUITY:
                                               
Deposits:
                                               
 
Now
  $ 38,975     $ 348       0.89 %   $ 35,635     $ 356       1.00 %
 
Money market
    48,100       1,532       3.19 %     36,819       1,590       4.32 %
 
Savings
    23,021       296       1.29 %     21,895       423       1.93 %
 
Time deposits
    138,438       7,467       5.39 %     127,399       7,059       5.54 %
Short term borrowings
    5,027       183       3.64 %     4,101       219       5.34 %
 
   
     
     
     
     
     
 
TOTAL INTEREST BEARING LIABILITIES
  $ 253,561     $ 9,826       3.88 %   $ 225,849     $ 9,647       4.27 %
Demand deposits
    50,294                       44,838                  
Other liabilities
    1,128                       753                  
Shareholders’ equity
    26,785                       24,220                  
 
   
                     
                 
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY
  $ 331,768                     $ 295,660                  
 
   
                     
                 
NET INTEREST SPREAD (3)
                    3.86 %                     4.00 %
 
                   
                     
 
NET INTEREST INCOME
          $ 13,687                     $ 12,616          
 
           
                     
         
NET INTEREST MARGIN (4)
                    4.51 %                     4.68 %
 
                   
                     
 


(1)   Loan balances are net of deferred fees/cost of origination.
 
(2)   Interest income on average loans includes fee recognition of $938,000 and $673,000 for the years ended December 31,2001 and 2000.
 
(3)   Represents the average rate earned on interest earning assets minus the average rate paid on interest bearing liabilities.
 
(4)   Represents net interest income divided by total earning assets.

33


Table of Contents

Analysis of Changes in Interest Income and Expenses
(Dollars are in thousands)

                           
      Net Change Dec 31, 2001 versus 2000
     
                      Net
      Volume (1)   Rate (2)   Change
     
 
 
INTEREST INCOME
 
Federal funds sold and money market
  $ 232       ($455 )     ($223 )
 
Securities available for sale
    (117 )     (39 )     (156 )
 
Securities held to maturity
    (65 )     4       (61 )
 
Loans
    3,141       (1,451 )     1,690  
 
   
     
     
 
TOTAL INTEREST INCOME
  $ 3,191       ($1,941 )   $ 1,250  
 
   
     
     
 
INTEREST EXPENSE
 
Deposits
 
NOW accounts
  $ 33       ($41 )     ($8 )
 
Money market accounts
    487       (545 )     (58 )
 
Savings
    22       (149 )     (127 )
 
Time deposits
    612       (204 )     408  
 
Short-term borrowings
    49       (85 )     (36 )
 
   
     
     
 
TOTAL INTEREST EXPENSE
  $ 1,203       ($1,024 )   $ 179  
 
   
     
     
 
NET INTEREST INCOME
  $ 1,988       ($917 )   $ 1,071  
 
   
     
     
 


(1)   The volume variance reflects the change in the average balance outstanding multiplied by the actual average rate during the prior period.
 
(2)   The rate variance reflects the change in the actual average rate multiplied by the average balance outstanding during the current period.

Provision for Loan Losses

     The provision for loan loss expense decreased $37,000 or 6% to $577,000 during the year ended December 31, 2001, as compared to $614,000 for the year ended December 31, 2000. See “Asset Quality” regarding the allowance for loan losses for additional information.

Non-Interest Income

     Non-interest income for 2001 increased by $678,000, or 28%, to $3,062,000 as compared to $2,384,000 for the year ending December 31, 2000. The net increase was primarily comprised of a $394,000 increase in service fees on various deposit accounts. The remaining $284,000 net increase was primarily the result of increases in other service charges and fees. The overall increase is due to the increase in volume as the Banks have grown, as well as management’s efforts to raise fees consistent with market conditions.

Non-Interest Expense

     Non-interest expense increased $989,000, or 9%, to $12,143,000 for the year ended December 31, 2001, compared to $11,154,000 for the year ended December 31, 2000. The increase was a result of a $959,000 increase in compensation and related employee benefits, a $363,000 increase in occupancy and related equipment expenses, a $134,000 increase in data processing expenses, offset by a $422,000

34


Table of Contents

decrease in merger and other public registration related expenses and an approximate $42,000 net decrease in all remaining non-interest expense categories summarized in the following table. The Company opened a new branch in September 2001 and opened an item processing center subsidiary in July 2001. These contributed to the increase in compensation, occupancy and data processing expenses.

     The one-time charges for the merger and other public registration related expenses occurring in 2000 were $422,000. Excluding this one-time charge, non-interest expenses would have increased by $1,411,000 or 13%. Non-interest expenses are summarized in the table below.

Non-Interest Expense
(Dollars are in thousands)

                         
    Years ended Dec 31
   
    2001   2000   Incr(Decr)
   
 
 
Salary, wages and employee benefits
  $ 5,930     $ 4,971     $ 959  
Occupancy expense
    1,529       1,284       245  
Depreciation of premises and equipment
    1,007       889       118  
Stationary and printing supplies
    356       332       24  
Marketing expenses
    183       236       (53 )
Data processing expense
    1,025       891       134  
Legal & professional fees
    219       185       34  
Other operating expenses
    1,894       1,944       (50 )
Merger and other public registration related expenses
          422       (422 )
 
   
     
     
 
Total other operating expenses
  $ 12,143     $ 11,154     $ 989  
 
   
     
     
 

Income Taxes Provision

     The income tax provision for the year ended December 31, 2001, was $1,513,000, an effective tax rate of 37.6%, as compared to $1,324,000 for the year ended December 31, 2000, an effective tax rate of 41.0%. The decrease in the effective tax rate is due to certain merger and SEC registration expenses occurring in 2000 that were not deductible for federal or state taxes.

COMPARISON OF BALANCE SHEETS AT DECEMBER 31, 2002 AND DECEMBER 31, 2001

Overview

     Average assets grew by 12.7% from $331.8 million in 2001 to $374.0 million in 2002. Total assets at December 31, 2002 were $494.8 million, which included $80.4 million of assets acquired in the purchase of CSB as of the close of business December 31, 2002. Average loans increased by 14.8% from $227.8 million in 2001 to $261.5 million in 2002. Average deposits increased by 13.8% from $298.8 million in 2001 to $340.1 million in 2002.

Loans

     Lending-related income is the most important component of the Company’s 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 year

35


Table of Contents

ended December 31, 2002, were $261,511,000, or 76% of average earning assets, as compared to $227,792,000, or 75% of average earning assets, for the year ending December 31, 2001. Total loans, net of unearned fees and cost, at December 31, 2002 and 2001 were $333,721,000 and $244,425,000, respectively. This represents a loan to total asset ratio of 67% and 72% and a loan to deposit ratio of 76% and 79%, at December 31, 2002 and 2001, respectively, and an increase of $89,296,000 from December 31, 2001 to December 31, 2002, or 36%. Exclusive of the CSB acquisition, the loan growth was $39,287,000, or 16%. The growth in loans during this period was mainly due to the general growth in the market and hiring additional senior commercial lenders during the second half of 2002.

     Total residential real estate loans totaled $114,183,000 and total commercial real estate loans totaled $117,964,000, making up 34% and 35% (combined total of 69%) of the loan portfolio as of December 31, 2002, respectively. Construction loans totaled $22,544,000, or 7% of the loan portfolio. Commercial loans totaled $43,607,000, or 13% of the loan portfolio. Consumer and all other loans totaled $35,906,000, or 11% of the loan portfolio.

     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.

     The tables below provide a summary of the loan portfolio composition and maturities for the periods provided below.

Loan Portfolio Composition
(Dollars are in thousands)

                                         
Types of Loans   2002   2001   2000   1999   1998

 
 
 
 
 
Real Estate Loans:
                                       
Residential
  $ 114,183     $ 84,033     $ 71,860     $ 60,538     $ 56,270  
Commercial
    117,964       88,711       74,144       59,758       50,087  
Construction
    22,544       17,917       13,250       11,913       9,299  
 
   
     
     
     
     
 
Total Real Estate Loans
    254,691       190,661       159,254       132,209       115,656  
Commercial
    43,607       30,900       29,312       28,680       23,952  
Consumer and other loans
    35,906       23,295       21,657       16,876       14,766  
 
   
     
     
     
     
 
Total Loans – Gross
    334,204       244,856       210,223       177,765       154,374  
Less: unearned fees/costs
    (483 )     (431 )     (360 )     (302 )     (249 )
 
   
     
     
     
     
 
Total Loans
    333,721       244,425       209,863       177,463       154,125  
Less: Allowance for loan losses
    (4,055 )     (3,076 )     (2,730 )     (2,302 )     (2,335 )
 
   
     
     
     
     
 
Total Loans, net
  $ 329,666     $ 241,349     $ 207,133     $ 175,161     $ 151,790  
 
   
     
     
     
     
 

36


Table of Contents

Loan Maturity Schedule
(Dollars are in thousands)

                                 
    December 31, 2002
   
    0 - 12   1 - 5   Over 5        
    Months   Years   Years   Total
   
 
 
 
All loans other than construction
  $ 53,925     $ 110,673     $ 148,915     $ 313,513  
Real estate — construction
    12,982       6,268       1,441       20,691  
 
   
     
     
     
 
Total
  $ 66,907     $ 116,941     $ 150,356     $ 334,204  
 
   
     
     
     
 
Fixed interest rate
  $ 19,535     $ 87,601     $ 36,278     $ 143,414  
Variable interest rate
    47,372       29,340       114,078       190,790  
 
   
     
     
     
 
Total
  $ 66,907     $ 116,941     $ 150,356     $ 334,204  
 
   
     
     
     
 
                                 
    December 31, 2001
   
    0 - 12   1 - 5   Over 5        
    Months   Years   Years   Total
   
 
 
 
All loans other than construction
  $ 70,081     $ 96,577     $ 60,281     $ 226,939  
Real estate – construction
    12,572       3,008       2,337       17,917  
 
   
     
     
     
 
Total
  $ 82,653     $ 99,585     $ 62,618     $ 244,856  
 
   
     
     
     
 
Fixed interest rate
  $ 14,203     $ 72,013     $ 31,114     $ 117,330  
Variable interest rate
    68,450       27,572       31,504       127,526  
 
   
     
     
     
 
Total
  $ 82,653     $ 99,585     $ 62,618     $ 244,856  
 
   
     
     
     
 

Asset Quality

     The Company maintains an allowance for loan losses to absorb probable 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 decreased by charge-offs net of recoveries of prior period loan charge-offs. The loans are charged against the allowance when management believes collection of the principal is unlikely. The allowance consists of amounts established for specific loans and is also based on historical loan loss experience. The specific reserve element is the result of a regular analysis of all loans and commitments based on credit rating classifications. The historical loan loss element represents an assessment of potential credit problems and is determined using loan loss experience of each loan type. Management also weighs general economic conditions, the risk characteristics of various classifications of loans, credit record of its borrowers, the fair market value of underlying collateral and other factors. The Company is committed to the early recognition of problems and to maintaining a sufficient allowance. Management believes that the Company’s allowance for loan losses is adequate at December 31, 2002.

37


Table of Contents

     The table below sets forth the activity in the Company’s allowance for loan losses for the periods presented.

Activity in Allowance for Loan Losses
(Dollars are in thousands)

                                           
      2002   2001   2000   1999   1998
     
 
 
 
 
Balance, beginning of year
  $ 3,076     $ 2,730     $ 2,302     $ 2,335     $ 2,190  
Loans charged-off:
                                       
 
Commercial
    (47 )     (4 )     (72 )     (237 )     (31 )
 
Real estate mortgage
    (159 )     (92 )     (154 )     (79 )     (37 )
 
Consumer
    (160 )     (208 )     (83 )     (58 )     (54 )
 
   
     
     
     
     
 
Total loans charged-off
    (366 )     (304 )     (309 )     (374 )     (122 )
Recoveries on loans previously charged-off:
                                       
 
Commercial
    1       4       44       57       5  
 
Real estate mortgage
    3       43       65       9       26  
 
Consumer
    22       26       14       17       9  
 
   
     
     
     
     
 
Total loan recoveries
    26       73       123       83       40  
Net loans charged-off
    (340 )     (231 )     (186 )     (291 )     (82 )
Provision for loan losses charged to expense
    644       577       614       258       227  
Acquisition of CSB
    675                                  
 
   
     
     
     
     
 
Balance, end of year
  $ 4,055     $ 3,076     $ 2,730     $ 2,302     $ 2,335  
 
   
     
     
     
     
 
Total loans at year end
  $ 333,721     $ 244,425     $ 209,863     $ 177,463     $ 154,125  
Average loans outstanding
  $ 261,511     $ 227,792     $ 193,723     $ 161,792     $ 145,331  
Allowance for loan losses to total loans at year end
    1.22 %     1.26 %     1.30 %     1.30 %     1.52 %
Net charge-offs to average loans outstanding
    0.13 %     0.10 %     0.10 %     0.18 %     0.06 %

     Non-performing assets consist of non-accrual loans, loans past due 90 days or more and still accruing interest, other real estate owned (“OREO”) and repossessed assets other than real estate. Loans are placed on a 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 a loan is placed 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.

     At December 31, 2002 non-accrual loans totaled $402,000. This consisted of an aggregate $380,000 in single-family real estate loans (5 loans) and two equipment loans of $22,000.

     At December 31, 2002, loans that were past due 90 or more days and still accruing interest totaled $996,000. This consisted of nine single family real estate loans totaling $953,000 (eight owner occupied and one builder spec house), one business equipment loan for $6,000, three vehicle loans for $12,000 and three unsecured loans totaling $25,000.

     At December 31, 2002 repossessed assets other than real estate totaled $19,000. This represents four repossessed automobiles. Other repossessed real estate owned at December 31, 2002 was $65,000, which is a tract of land repossessed during 2002.

38


Table of Contents

     Total non-performing assets as of December 31, 2002, increased $823,000 or 125% to $1,482,000, compared to $659,000 as of December 31, 2001. Non-performing assets, as a percentage of total assets at December 31, 2002 and December 31, 2001, were 0.30% and 0.19%, respectively. Management believes that the allowance for loan losses at December 31, 2002 was adequate.

     Interest income not recognized on non accrual loans was approximately $12,000, $55,000 and $29,000 for the years ended December 31, 2002, 2001 and 2000, respectively. Interest income recognized on impaired loans was approximately $19,000, $12,000 and $11,000 for the years ended December 31, 2002, 2001 and 2000, respectively. The average recorded investment in impaired loans during 2002, 2001 and 2000 were $298,000, $144,000 and $125,000, respectively. The table below summarizes the Company’s non-performing assets for the periods provided.

Non-Performing Assets
(Dollars are in thousands)

                                         
    December 31,
   
    2002   2001   2000   1999   1998
   
 
 
 
 
Non-accrual loans
  $ 402     $ 580     $ 837     $ 474     $ 632  
Past due loans 90 days or more and still accruing interest
    996       64       92       59       173  
Other real estate owned (“OREO”)
    65             139       190       238  
Repossessed assets other than real estate
    19       15                    
Total non-performing assets
  $ 1,482     $ 659     $ 1,068     $ 723     $ 1,043  
 
   
     
     
     
     
 
Total non-performing assets as a percentage of total assets
    0.30 %     0.19 %     0.34 %     0.26 %     0.38 %
 
   
     
     
     
     
 
Allowance for loan losses as a percentage of non-performing assets
    274 %     467 %     256 %     318 %     224 %
 
   
     
     
     
     
 
Restructured loans
  $     $     $     $     $  
 
   
     
     
     
     
 
Recorded investment in impaired loans
    433       163       125       1,466       1,579  
 
   
     
     
     
     
 
Allowance for loan losses related to impaired loans
    124       71       63       213       262  
 
   
     
     
     
     
 

     Management is continually analyzing its loan portfolio in an effort to recognize and resolve its problem assets as quickly and efficiently as possible. While management believes it uses the best information available at the time to make a determination with respect to allowance for loan losses, management recognizes that many factors can adversely impact various segments of its market, and subsequent adjustments in the allowance may be necessary if future economic indications or other factors differ from the assumptions used in making the initial determination or if regulatory policies change. As such management continuously focuses its attention on promptly identifying and providing for potential problem loans, as they arise. Although the total allowance for loan losses is available to absorb losses from all loans, management allocates the reserve among the general loan portfolio categories for informational and regulatory reporting purposes.

39


Table of Contents

     The table below summarizes the Company’s allocation of allowance for loan losses for the periods presented.

Allocation of allowance for loan losses
(Dollars are in thousands)

                                           
      December 31,
     
                                 
      2002   2001   2000   1999   1998
     
 
 
 
 
Real estate loans:
                                       
 
Residential
  $ 854     $ 603     $ 324     $ 153     $ 371  
 
Commercial
    1,789       1,442       1,342       651       1,003  
 
Construction
    290       245       130       84       144  
 
   
     
     
     
     
 
Total real estate loans
    2,933       2,290       1,796       888       1,518  
Commercial
    724       479       642       614       472  
Consumer and other loans
    398       307       292       800       345  
 
   
     
     
     
     
 
Total
  $ 4,055     $ 3,076     $ 2,730     $ 2,302     $ 2,335  
 
   
     
     
     
     
 

Percentage of loans in each category to total loans

                                           
      December 31,
     
      2002   2001   2000   1999   1998
     
 
 
 
 
Real estate loans:
                                       
 
Residential
    34 %     34 %     34 %     34 %     36 %
 
Commercial
    35 %     36 %     36 %     34 %     32 %
 
Construction
    7 %     7 %     6 %     7 %     6 %
 
   
     
     
     
     
 
Total real estate loans
    76 %     77 %     76 %     75 %     74 %
Commercial
    13 %     13 %     14 %     16 %     16 %
Consumer and other loans
    11 %     10 %     10 %     9 %     10 %
 
   
     
     
     
     
 
Total
    100 %     100 %     100 %     100 %     100 %
 
   
     
     
     
     
 

Percentage of allowance for loan losses to total loans in each category

                                           
      December 31,
     
      2002   2001   2000   1999   1998
     
 
 
 
 
Real estate loans:
                                       
 
Residential
    0.75 %     0.72 %     0.45 %     0.25 %     0.66 %
 
Commercial
    1.52 %     1.63 %     1.81 %     1.09 %     2.00 %
 
Construction
    1.29 %     1.37 %     0.98 %     0.71 %     1.55 %
Total real estate loans
    1.15 %     1.20 %     1.13 %     0.67 %     1.31 %
Commercial
    1.66 %     1.55 %     2.19 %     2.14 %     1.97 %
Consumer and other loans
    1.11 %     1.32 %     1.35 %     4.74 %     2.34 %
Total
    1.21 %     1.26 %     1.30 %     1.30 %     1.52 %

40


Table of Contents

Deposits

     Total deposits increased $133,464,000 to $441,462,000 as of December 31, 2002, compared to $307,998,000 at December 31, 2001. This increase included $63,416,000 of deposits acquired in the acquisition of CSB as of December 31, 2002. Exclusive of the deposits acquired in the CSB transaction, the Company’s deposits grew by $70,048,000, or 23%, from December 31, 2001 to December 31, 2002. The Company does not rely on purchased or brokered deposits as a source of funds. Instead, the generation of deposits within its market area serves as the Company’s primary source of funds for investment principally in loans. The tables below summarize selected deposit information for the periods indicated.

Average deposit balance by type and average interest rates
(Dollars are in thousands)

                                                 
    2002   2001   2000
   
 
 
    Average   Average   Average   Average   Average   Average
    Balance   Rate   Balance   Rate   Balance   Rate
   
 
 
 
 
 
Non interest bearing demand deposits
  $ 62,657       0.00 %   $ 50,294       0.00 %   $ 44,838       0.00 %
NOW accounts
    47,515       0.59 %     38,975       0.89 %     35,635       1.00 %
Money market accounts
    55,771       1.56 %     48,100       3.19 %     36,819       4.32 %
Savings accounts
    28,210       0.82 %     23,021       1.29 %     21,895       1.93 %
Time deposits
    145,970       3.75 %     138,438       5.39 %     127,399       5.54 %
 
   
     
     
     
     
     
 
Total
  $ 340,123       2.01 %   $ 298,828       3.29 %   $ 266,586       3.62 %
 
   
     
     
     
     
     
 

Maturity of time deposits of $100,000 or more
(Dollars are in thousands)

                         
            December 31,        
   
    2002   2001   2000
   
 
 
Three months or less
  $ 15,445     $ 13,327     $ 9,114  
Three through six months
    12,305       6,912       7,900  
Six through twelve months
    12,132       10,396       11,337  
Over twelve months
    23,960       6,131       6,140  
 
   
     
     
 
Total
  $ 63,842     $ 36,766     $ 34,491  
 
   
     
     
 

Repurchase Agreements and Federal Reserve Bank Advances

     The Company’s subsidiary Banks enter into agreements to borrow short-term funds through Federal Reserve Bank advances and also enter into agreements to repurchase (“repurchase agreements”) under which the Company pledges investment securities owned and under its control as collateral against the one-day agreements. The daily average balance of these short-term borrowing agreements for the years ended December 31, 2002, 2001 and 2000, was approximately $4,185,000, $5,045,000 and $4,099,000, respectively. Interest expense for the same periods was approximately $40,000, $183,000 and $219,000, respectively, resulting in an average rate paid of 0.96%, 3.63% and 5.34% for the years ended December 31, 2002, 2001, and 2000, respectively.

41


Table of Contents

     The following represent the repurchase agreements that contain amounts “at risk” (defined as the excess of carrying amount of the securities sold under agreement to repurchase over the amount of the repurchase liability) at December 31, 2002 (dollars are in thousands):

             
Name   Amount at risk   Weighted average maturity

 
 
Counterparty A
Counterparty B
Counterparty C
Counterparty D
Counterparty E
Counterparty F
Counterparty G
Counterparty H
Counterparty I
Counterparty J
Counterparty K
Counterparty L
Counterparty M
    $1,833
581
206
1,019
27
16
323
915
702
306
1,077
502
472
    Overnight
Overnight
Overnight
Overnight
Overnight
Overnight
Overnight
Overnight
Overnight
Overnight
Overnight
Overnight
Overnight

Schedule of short-term borrowings (1)
(Dollars are in thousands)

                                         
    Maximum           Average           Weighted
    outstanding           interest rate           average
    at any   Average   during the   Ending   interest rate
    month end   balance   year   balance   at year end
   
 
 
 
 
Year ended December 31,
2002   $ 11,486     $ 4,185       0.96 %   $ 10,005       0.56 %
2001
  $ 6,899     $ 5,045       3.63 %   $ 4,598       1.17 %
2000
  $ 7,541     $ 4,099       5.34 %   $ 4,305       5.60 %


(1)   Consists of securities sold under agreements to repurchase and Federal Reserve Bank advances

Securities

     The Company accounts for investments at fair value except for those securities whereby the Company has the intent and ability to hold to maturity. Investments to be held for indefinite periods of time and not intended to be held to maturity are classified as available for sale and are carried at fair value. Unrealized holding gains and losses are included as a separate component of stockholders’ equity net of the effect of deferred income taxes. Realized gains and losses on investment securities available for sale are computed using the specific identification method.

     Securities that management has the intent and the Company has the ability to hold until maturity are classified as investment securities held to maturity. Securities in this category are carried at amortized cost adjusted for accretion of discounts and amortization of premiums using the level yield method over the estimated life of the securities.

     If a security has a decline in fair value below its amortized cost that is other than temporary, then the security will be written down to its new cost basis by recording a loss in the statement of operations.

42


Table of Contents

The Company does not engage in trading activities as defined in Statement of Financial Accounting Standard Number 115.

     The Company’s available for sale portfolio totaled $51,799,000 at December 31, 2002 and $43,961,000 at December 31, 2001, or 10% and 13%, respectively, of total assets. The held to maturity portfolio totaled $1,500,000 at December 31, 2001. The Company did not have a held to maturity portfolio at December 31, 2002. See the tables below for a summary of security type, maturity and average yield distributions.

     The Company uses its security portfolio primarily as a source of liquidity and a base from which to pledge assets for repurchase agreements and public deposits. When the Company’s liquidity position exceeds expected loan demand, other investments are considered by management as a secondary earnings alternative. Typically, management remains short-term (under 5 years) in its decision to invest in certain securities. As these investments mature, they will be used to meet cash needs or will be reinvested to maintain a desired liquidity position. The Company has designated all of its securities as available for sale to provide flexibility, in case an immediate need for liquidity arises. Management believes the composition of the portfolio offers it flexibility in managing its liquidity position and interest rate sensitivity, without adversely impacting its regulatory capital levels. The available for sale portfolio is carried at fair market value and had a net unrealized gain of approximately $507,000 and $834,000 at December 31, 2002 and 2001, respectively.

     The Company invests primarily in direct obligations of the United States, obligations guaranteed as to the principal and interest by the United States, mortgage backed securities and obligations of agencies of the United States. In addition, the Company enters into federal funds transactions with its principal correspondent banks, and acts as a net seller of such funds. The Federal Reserve Bank also requires equity investments to be maintained by the Company. The tables below summarize the maturity distribution of securities, weighted average yield by range of maturities, and distribution of securities for the periods provided.

Maturity Distribution of Investment Securities
(Dollars are in thousands)

                                   
      December 31, 2002   December 31, 2001
     
 
      Amortized   Estimated   Amortized   Estimated
AVAILABLE-FOR-SALE   Cost   Market Value   Cost   Market Value
   
 
 
 
U.S. Treasury and government agencies, mortgage Back securities, and obligations of State and political Subdivisions:
                               
 
One year or less
  $ 17,116     $ 17,253     $ 26,657     $ 27,072  
 
Over one through five years
    32,075       32,445       15,293       15,712  
 
Over five through ten years
    1,002       1,002              
 
Over ten years
    635       635       715       715  
Federal reserve bank stock
    464       464       462       462  
 
 
   
     
     
     
 
Total
  $ 51,292     $ 51,799     $ 43,127     $ 43,961  
 
   
     
     
     
 
HELD-TO-MATURITY
                               
U.S. Government Agencies and Treasuries One year or less
              $ 1,500     $ 1,508  
 
 
   
     
     
     
 
 
Total
              $ 1,500     $ 1,508  
 
   
     
     
     
 

43


Table of Contents

Weighted Average Yield by Range of Maturities
(Average yields on securities available for sale are calculated based on
amortized cost)

                 
    Dec 31, 2002   Dec 31, 2001
   
 
One year or less
    3.66 %     5.74 %
Over one through five years
    3.23 %     5.01 %
Over five through ten years
    4.00 %      
Over ten years (variable rate security)
    1.51 %     2.00 %

Distribution of Investment Securities
(Dollars are in thousands)

                                   
      December 31, 2002   December 31, 2001
     
 
      Amortized   Fair   Amortized   Fair
AVAILABLE-FOR-SALE   Cost   Value   Cost   Value
   
 
 
 
 
US Treasury securities
  $ 33,942     $ 34,338     $ 31,024     $ 31,723  
 
US Government agencies
    11,022       11,060       9,027       9,143  
 
State, county, & municipal
    635       635       715       715  
 
Mortgage-backed securities
    5,229       5,302       1,899       1,918  
 
Federal reserve bank stock
    464       464       462       462  
 
 
   
     
     
     
 
 
Total
  $ 51,292     $ 51,799     $ 43,127     $ 43,961  
 
   
     
     
     
 
HELD-TO-MATURITY                                
 
US Government agencies
                1,500       1,508  
 
 
   
     
     
     
 
 
Total
              $ 1,500     $ 1,508  
 
   
     
     
     
 

Liquidity and Market Risk Management

     Market and public confidence in the financial strength of the Company and financial institutions in general will largely determine the Company’s access to appropriate levels of liquidity. This confidence is significantly dependent on the Company’s ability to maintain sound asset quality and appropriate levels of capital reserves.

     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. Management measures the liquidity position by giving consideration to both on- and off-balance sheet sources of and demands for funds on a daily and weekly basis.

     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 dealers and customers pursuant to securities sold under repurchase agreements; loan repayments; loan sales; deposits and certain interest rate-sensitive deposits; and borrowings under overnight federal fund lines available from correspondent banks. Management believes that it is reasonably likely these funding sources will be available in the future. In addition to interest rate-sensitive deposits, the primary demand for liquidity is anticipated fundings under credit commitments to customers. The Company does not use off balance sheet financing.

     Interest rate sensitivity refers to the responsiveness of interest-earning assets and interest-bearing liabilities to changes in market interest rates. The rate sensitive position, or gap, is the difference in the volume of rate-sensitive assets and liabilities, at a given time interval, including both floating rate instruments and instruments which are approaching maturity. The measurement of the Company’s interest rate sensitivity, or gap, is one of the principal techniques used in asset/liability management. Management

44


Table of Contents

generally attempts to maintain a range, set by policy, between rate-sensitive assets and liabilities by repricing periods. Each bank sets its own range, approved by their board of directors. Generally, the range is between 1.25 and 0.75. If the bank falls outside their pre-approved range, it requires board action and board approval.

     The asset mix of the balance sheet is evaluated continually in terms of several variables: yield, credit quality, and appropriate funding sources and liquidity. Management of the liability mix of the balance sheet focuses on expanding the various funding sources.

     The Company’s gap and liquidity positions are reviewed periodically by management to determine whether or not changes in policies and procedures are necessary to achieve financial goals. At December 31, 2002, approximately 57% of total gross loans were adjustable rate and 70% of total investments (includes investment securities, federal funds sold and money market) either reprice or mature in less than one year. Deposit liabilities consisted of approximately $62,978,000 (14%) in NOW accounts, $112,359,000 (26%) in money market accounts and savings, $186,106,000 (42%) in time deposits and $80,019,000 (18%) in non-interest bearing demand accounts. At December 31, 2001, approximately 52% of total gross loans were adjustable rate and 65% of total securities either reprice or mature in less than one year. Deposit liabilities consisted of approximately $43,229,000 (14%) in NOW, $77,010,000 (25%) in money market accounts and savings, $134,061,000 (44%) in time deposits, and $53,698,000 (17%) in non-interest bearing demand accounts. A rate sensitivity analysis is presented below as of December 31, 2002 and December 31, 2001.

     The Company has prepared a table which presents the market risk associated with financial instruments held by the Company. In the “Rate Sensitivity Analysis” table, rate sensitive assets and liabilities are shown by maturity or repricing periods, separating fixed and variable interest rates. The estimated fair value of each instrument category is also shown in the table. While these estimates of fair value are based on management’s judgment of the most appropriate factors, there is no assurance that, if the Company had to dispose of such instruments at December 31, 2002, the estimated fair values would necessarily have been achieved at that date, since market values may differ depending on various circumstances. The estimated fair values at December 31, 2002, should not necessarily be considered to apply at subsequent dates.

45


Table of Contents

RATE SENSITIVITY ANALYSIS
December 31, 2002
(Dollars are in thousands)

                                                                     
                                                                Est. Fair
(Dollars in thousands)   0-1 Yr   1-2 Yrs   2-3 Yrs   3-4 Yrs   4-5 Yrs   5 Yrs +   TOTAL   Value

 
 
 
 
 
 
 
 
INTEREST EARNING ASSETS:
                                                               
Loans
                                                               
 
Fixed rate loans (3)
  $ 19,535     $ 15,876     $ 21,522     $ 25,349     $ 24,854     $ 36,278     $ 143,414     $ 144,888  
   
Average interest rate
    7.70 %     7.91 %     7.90 %     7.55 %     7.29 %     7.83 %     7.69 %        
 
Variable rate loans (3)
    161,446       12,372       12,789       2,878       1,093       212       190,790       190,790  
   
Average interest rate
    5.64 %     6.16 %     6.58 %     7.11 %     6.12 %     6.14 %     5.76 %        
Investment securities (1)
                                                               
 
Fixed rate investments
    16,099       20,743       4,066       4,542       3,634       1,000       50,084       50,700  
   
Average interest rate
    3.66 %     2.84 %     3.19 %     4.39 %     4.06 %     4.00 %     3.38 %        
 
Variable rate investments
    635       0       0       0       0       0       635       635  
   
Average interest rate
    1.51 %                                             1.51 %        
Federal funds sold (4)
    61,302       0       0       0       0       0       61,302       61,302  
 
Average interest rate
    1.39 %                                             1.39 %        
Other earning assets (2)
    464       0       0       0       0       0       464       464  
 
Average interest rate
    6.00 %                                             6.00 %        
 
   
                                             
         
Total interest-earning assets
  $ 259,481     $ 48,991     $ 38,377     $ 32,769     $ 29,581     $ 37,490     $ 446,689     $ 448,779  
 
Average interest rate
    4.66 %     5.32 %     6.96 %     7.07 %     6.85 %     7.72 %     5.51 %        
 
   
     
     
     
     
     
     
         
INTEREST BEARING LIABILITIES
                                                               
NOW
  $ 62,978     $ 0     $ 0-     $ 0     $ 0     $ 0     $ 62,978     $ 62,978  
 
Average interest rate
    0.51 %                                             0.51 %        
Money market
    81,031       0       0       0       0       0       81,031       81,031  
 
Average interest rate
    1.39 %                                             1.39 %        
Savings
    31,328       0       0       0       0       0       31,328       31,328  
 
Average interest rate
    0.70 %                                             0.70 %        
CDs $100,000 & over (5)
    35,632       11,783       3,322       3,682       9,423       0       63,842       66,289  
 
Average interest rate
    2.93 %     3.97 %     5.14 %     4.58 %     4.91 %             3.62 %        
CDs under $100,000 (5)
    78,240       17,227       5,468       6,742       14,057       0       121,734       125,542  
 
Average interest rate
    2.96 %     3.49 %     4.89 %     4.52 %     4.74 %             3.42 %        
Securities sold under Repurchase agreement
    10,005       0       0       0       0       0       10,005       10,005  
 
Average interest rate
    0.56 %                                             0.56 %        
 
 
   
     
     
     
     
     
     
     
 
Total interest-bearing liabilities
  $ 299,214     $ 29,010     $ 8,790     $ 10,424     $ 23,480     $ 0     $ 370,918     $ 377,173  
 
Average interest rate
    1.70 %     3.68 %     4.98 %     4.54 %     4.81 %             2.21 %        
 
   
     
     
     
     
             
         
Interest sensitivity gap
    (39,733 )     19,981       29,587       22,345       6,101       37,489                  
Cumulative gap
    (39,733 )     (19,752 )     9,835       32,180       38,281       75,770                  
Cumulative gap to total assets
    -8.0 %     -4.0 %     2.0 %     6.5 %     7.7 %     15.3 %                
Cumulative gap (RSA/RSL) (6)
    0.87       0.94       1.03       1.09       1.10       1.20                  


(1)   Securities are shown at amortized cost.
 
(2)   Represents interest earning Federal Reserve stock.
 
(3)   Loans are shown at gross value.
 
(4)   Includes fed funds sold and money market accounts held at a large regional bank.
 
(5)   Time deposits (CDs) and cost of time deposits acquired in the acquisition of CSB at 12/31/02, do not include the $530 fair market value adjustment recorded at the date of acquisition. This amount is included in management’s estimated of fair market value of total time deposits at 12/31/02 as listed above.
 
(6)   Rate sensitive assets (RSA) divided by rate sensitive liabilities (RSL), cumulative basis.

46


Table of Contents

RATE SENSITIVITY ANALYSIS
December 31, 2001
(Dollars are in thousands)

                                                                     
                                                                Est. Fair
(Dollars in thousands)   0-1 Yr   1-2 Yrs   2-3 Yrs   3-4 Yrs   4-5 Yrs   5 Yrs +   TOTAL   Value

 
 
 
 
 
 
 
 
INTEREST EARNING ASSETS:
                                                               
Loans
                                                               
 
Fixed rate loans (3)
  $ 14,203     $ 15,445     $ 17,691     $ 24,344     $ 14,533     $ 31,114     $ 117,330     $ 117,551  
   
Average interest rate
    8.44 %     9.61 %     8.95 %     8.47 %     7.93 %     7.38 %     8.33 %        
 
Variable rate loans (3)
    114,049       12,686       791       0       0       0       127,526       127,526  
   
Average interest rate
    6.33 %     7.54 %     7.06 %                             6.45 %        
Investment securities (1)
                                                               
 
Fixed rate investments
    28,158       15,293       0       0       0       0       43,451       44,292  
   
Average interest rate
    5.74 %     5.01 %                                     5.48 %        
 
Variable rate investments
    715       0       0       0       0       0       715       715  
   
Average interest rate
    2.00 %                                             2.00 %        
Federal funds sold (4)
    18,947       0       0       0       0       0       18,947       18,947  
 
Average interest rate
    2.00 %                                             2.00 %        
Other earning assets (2)
    462       0       0       0       0       0       462       462  
 
Average interest rate
    6.00 %                                             6.00 %        
 
   
     
     
     
     
     
     
     
 
Total interest-earning assets
  $ 176,534     $ 43,424     $ 18,482     $ 24,344     $ 14,533     $ 31,114     $ 308,431     $ 309,493  
 
Average interest rate
    5.92 %     7.39 %     8.87 %     8.47 %     7.93 %     7.38 %     6.75 %        
 
   
     
     
     
     
     
     
         
INTEREST BEARING LIABILITIES
                                                               
NOW
  $ 43,229     $ 0     $ 0     $ 0     $ 0     $ 0     $ 43,229     $ 43,229  
 
Average interest rate
    0.70 %                                             0.70 %        
Money market
    52,391       0       0       0       0       0       52,391       52,391  
 
Average interest rate
    1.80 %                                             1.80 %        
Savings
    24,619       0       0       0       0               24,619       24,619  
 
Average interest rate
    1.00 %                                             1.00 %        
CDs $100,000 & over
    30,635       4,367       239       622       903       0       36,766       37,871  
 
Average interest rate
    4.28 %     5.33 %     5.55 %     6.57 %     4.36 %             4.45 %        
CDs under $100,000
    76,741       13,582       2,421       2,571       1,980       0       97,295       100,357  
 
Average interest rate
    4.27 %     4.84 %     5.19 %     5.84 %     5.01 %             4.43 %        
Securities sold under Repurchase agreement
    4,598       0       0       0       0       0       4,598       4,598  
 
Average interest rate
    1.17 %                                             1.17 %        
 
   
     
     
     
     
     
     
     
 
Total interest-bearing liabilities
  $ 232,213     $ 17,949     $ 2,660     $ 3,193     $ 2,883     $ 0     $ 258,898     $ 263,065  
 
Average interest rate
    2.64 %     4.96 %     5.22 %     5.99 %     4.81 %             2.89 %        
 
   
     
     
     
     
     
     
         
Interest sensitivity gap
    (55,679 )     25,475       15,822       21,151       11,650       31,114                  
Cumulative gap
    (55,679 )     (30,204 )     (14,382 )     6,769       18,419       49,533                  
Cumulative gap to total assets
    -16.3 %     -8.8 %     -4.2 %     2.0 %     5.4 %     14.52 %                
Cumulative gap (RSA/RSL) (5)
    0.76       0.88       0.94       1.03       1.07       1.19                  


(1)   Securities are shown at amortized cost.
 
(2)   Represents interest earning Federal Reserve stock.
 
(3)   Loans are shown at gross value.
 
(4)   Includes fed funds sold and money market accounts held at a large regional bank.
 
(5)   Rate sensitive assets (RSA) divided by rate sensitive liabilities (RSL), cumulative basis.

47


Table of Contents

Primary Sources and Uses of Funds

     The primary sources of funds during the year ended December 31, 2002, included maturity/sale of investments net of purchases ($2,028,000), increase in deposits ($70,048,000), exercise of stock options ($38,000), funds provided by operations ($4,616,000), increase in borrowings from securities sold under agreement to repurchase and minority shareholder investment ($1,811,000), proceeds from the sale of fixed assets ($82,000) and the assumption of cash in connection with the acquisition of CSB ($11,561,000). The primary uses of funds during the period included an increase in net loans outstanding ($39,627,000), increase in federal funds sold and other cash items ($47,694,000), increase in premises and equipment ($2,298,000), and dividends paid ($565,000).

Capital Resources

     Total shareholders’ equity at December 31, 2002 was $39,915,000, or 8.1% of total assets compared to $27,717,000, or 8.1% of total assets at December 31, 2001. The $12,198,000 increase was the result of the following items: common stock issued as part of the acquisition of CSB ($10,544,000), plus net income ($2,369,000), plus exercise of stock options, net of tax effect ($48,000), less dividends paid ($565,000), less net change of unrealized losses in securities available for sale ($198,000).

     The 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. Each of the Company’s subsidiary banks’ objective is to maintain its current status as a “well-capitalized institution” as that term is defined by its regulators.

     Under the terms of the guidelines, banks must meet minimum capital adequacy based upon both total assets and risk-adjusted assets. All banks are required to maintain a minimum ratio of total capital to risk-weighted assets of 8% and a minimum ratio of Tier 1capital to risk-weighted assets of 4%. Adherence to these guidelines has not had an adverse impact on the Company. Selected consolidated capital ratios at December 31, 2002, and 2001 were as follows:

Capital Ratios
(Dollars are in thousands)

                                         
    Actual   Well Capitalized   Excess
   
 
 
    Amount   Ratio   Amount   Ratio   Amount
   
 
 
 
 
As of December 31, 2002:
                                       
Total capital: (to risk weighted assets):
  $ 37,646       11.2 %   $ 33,743       10.0 %   $ 3,903  
Tier 1 capital: (to risk weighted assets):
  $ 33,591       10.0 %   $ 20,246       6.0 %   $ 13,345  
Tier 1 capital: (to average assets):
  $ 33,591       8.5 %   $ 19,677       5.0 %   $ 13,914  
As of December 31, 2001:
                                       
Total capital: (to risk weighted assets):
  $ 29,805       12.8 %   $ 23,358       10.0 %   $ 6,447  
Tier 1 capital: (to risk weighted assets):
  $ 26,883       11.5 %   $ 14,015       6.0 %   $ 12,868  
Tier 1 capital: (to average assets):
  $ 26,883       7.9 %   $ 17,033       5.0 %   $ 9,850  

48


Table of Contents

Effects of Inflation and Changing Prices

     The accompanying consolidated financial statements have been prepared in accordance with generally accepted accounting principles, which require the measurement of financial position and operating results in terms of historical dollars without considering the change in the relative purchasing power of money over time due to inflation. Unlike most industrial companies, virtually all of the assets and liabilities of a financial institution are monetary in nature. As a result, interest rates generally have a more significant impact on the performance of a financial institution than the effects of general levels of inflation. Although interest rates do not necessarily move in the same direction or to the same extent as the prices of goods and services, increases in inflation generally have resulted in increased interest rates. In addition, inflation affects financial institutions’ increased cost of goods and services purchased, the cost of salaries and benefits, occupancy expense, and similar items. Inflation and related increases in interest rates generally decrease the market value of investments and loans held and may adversely affect liquidity, earnings, and shareholders’ equity. Commercial and other loan originations and refinancings tend to slow as interest rates increase, and can reduce the Company’s earnings from such activities.

Accounting Pronouncements

     In June 2001, the Financial Accounting Standards Board (“FASB”) issued Statement of Financial Accounting Standards (“SFAS”) No. 141, “Business Combinations.” This Statement addresses financial accounting and reporting for business combinations and supersedes Accounting Principles Board (“APB”) Opinion No. 16, Business Combinations, and FASB Statement No. 38, Accounting for Preacquisition Contingencies of Purchased Enterprises. All business combinations in the scope of this Statement are to be accounted for using one method, the purchase method. The provisions of this Statement apply to all business combinations initiated after June 30, 2001. This Statement also applies to all business combinations accounted for using the purchase method for which the date of acquisition is July 1, 2001, or later. Adoption of this Statement was considered in accounting for the acquisition of CSB.

     In June 2001, the FASB issued SFAS No. 142, “Goodwill and Other Intangible Assets.” This Statement addresses financial accounting and reporting for acquired goodwill and other intangible assets and supersedes APB Opinion No. 17, Intangible Assets. It addresses how intangible assets that are acquired individually or with a group of other assets (but not those acquired in a business combination) should be accounted for in financial statements upon their acquisition. This Statement also addresses how goodwill and other intangible assets should be accounted for after they have been initially recognized in the financial statements. Enterprises are required to adopt SFAS No. 142 for fiscal years beginning after December 15, 2001. Adoption of this Statement was considered in accounting for the acquisition of CSB.

     In June 2001, the FASB issued SFAS No. 143, “Accounting for Asset Retirement Obligations.” This Statement addresses financial accounting and reporting for obligations associated with the retirement of tangible long-lived assets and the associated asset retirement costs. This Statement applies to all entities that have legal obligations associated with the retirement of long-lived assets that result from the acquisition, construction, development or normal use of the asset. As used in this Statement, a legal obligation results from existing law, statute, ordinance, written or oral contract, or by legal construction of a contract under the doctrine of promissory estoppel. The Company is required to adopt SFAS No. 143 for the fiscal year beginning January 1, 2003. Adoption of this Statement did not have a significant impact on the financial position or results of operations of the Company.

49


Table of Contents

     In April 2002, the FASB issued SFAS No. 145, Rescission of FASB Statements No. 4, 44 and 64, Amendment of FASB Statement No. 13, and Technical Corrections. SFAS No. 145 amends existing guidance on reporting gains and losses on extinguishment of debt to prohibit the classification of the gain or loss as extraordinary, as the use of the such extinguishments have become part of the risk management strategy of many companies. SFAS No. 145 also amends SFAS No. 13 to require sale-leaseback accounting for certain lease modifications that have economic effects similar to sale-leaseback transactions. The provisions of the Statement related to the rescission of Statement No. 4 is applied in fiscal years beginning after May 15, 2002. Earlier application of these provisions is encouraged. The provisions of the Statement related to Statement 13 were effective for transactions occurring after May 15, 2002, with early application encouraged. The adoption of SFAS No. 145 is not expected to have a material effect on the Company’s consolidated financial statements.

     In June 2002, the FASB issued SFAS No. 146, “Accounting for Costs Associated with Exit or Disposal Activities.” This Statement addresses financial accounting and reporting for costs associated with exit or disposal activities and nullifies Emerging Issues Task Force (EITF) Issue No. 94-3, “Liability Recognition for Certain Employee Termination Benefits and Other Costs to Exit an Activity (including Certain Costs Incurred in a Restructuring).” The provisions of this Statement are effective for exit or disposal activities that are initiated after December 31, 2002, with early application encouraged. Management does not expect the impact of adopting the provisions of SFAS No. 146 to significantly impact the financial position or results of operations of the Company.

     In October 2002, the FASB issued SFAS No. 147, “Acquisitions of Certain Financial Institutions an amendment of FASB Statements No. 72 and 144 and FASB Interpretation No. 9.” Except for transactions between two or more mutual enterprises, this Statement removes acquisitions of financial institutions from the scope of both Statement 72 and Interpretation 9 and requires that those transactions be accounted for in accordance with SFAS No. 141, and SFAS No. 142. In addition, this Statement amends SFAS No. 144 to include in its scope long-term customer-relationship intangible assets of financial institutions such as depositor- and borrower-relationship intangible assets and credit cardholder intangible assets. The provisions of this Statement are effective on or after October 1, 2002. The adoption of SFAS No. 147 did not have an impact on the financial position or results of operations.

     In November 2002, the FASB issued Interpretation No. 45, Guarantor’s Accounting and Disclosure Requirements for Guarantees, Including Indirect Guarantees of Indebtedness to Others, and interpretation of FASB Statements No. 5, 57 and 107 and a rescission of FASB Interpretation No. 34. This interpretation elaborates on the disclosures to be made by a guarantor in its interim and annual financial statements about its obligations under guarantees issued. The Interpretation also clarifies that a guarantor is required to recognize, at inception of a guarantee, a liability for the fair value of the obligation undertaken. The initial recognition and measurement provisions of the Interpretation are applicable to guarantees issued or modified after December 31, 2002 and are not expected to have a material effect on the Company’s consolidated financial statements.

     In December 2002, the FASB issued SFAS No. 148, Accounting for Stock-Based Compensation – Transition and Disclosure, an amendment of FASB Statement No. 123. This statement amends FASB Statement No. 123, Accounting for Stock-Based Compensation, to provide alternative methods of transition for a voluntary change to the fair value method of accounting for stock-based employee compensation. In addition, this Statement amends the disclosure requirements of Statement No. 123 to require prominent disclosures in both annual and interim financial statements. Certain disclosure modifications are required for fiscal years ending after December 15, 2002 and are included in the notes to these consolidated financial statements.

50


Table of Contents

     In January 2003, the FASB issued Interpretation No. 46, Consolidation of Variable Interest Entities, and interpretation of ARB No. 51. This Interpretation addresses the consolidation by business enterprises of variable interest entities as defined in the Interpretation. The Interpretation applies immediately to interests in variable interest entities created after January 31, 2003. For public enterprises, such as the Company, with a variable interest in a variable interest entity created before February 1, 2003, the Interpretation is applied to the enterprise no later than the end of the first annual reporting period beginning after March 28, 2003. The application of this Interpretation requires certain disclosures in financial statements issued after January 31, 2003 if it is reasonably possible that the Company will consolidate or disclose information about variable interest entities when the Interpretation becomes effective. The adoption of this Interpretation did not have an effect on the financial statements of the Company.

Item 7 (a). Quantitative and qualitative disclosures about market risk.

     Market risk is the risk of economic loss from adverse changes in the fair value of financial instruments due to changes in (a) interest rates, (b) foreign exchange rates, or (c) other factors that relate to market volatility of the rate, index, or price underlying the financial instrument. The Company’s market risk is composed primarily of interest rate risk. Each subsidiary bank of the Company has an Asset/Liability Committee (“ALCO”) which is responsible for reviewing the interest rate sensitivity position, and establishing policies to monitor and limit the exposure to interest rate risk for their specific bank. Since nearly the Company’s entire interest rate risk exposure relates to the financial instrument activity of each subsidiary bank, the board of directors of each subsidiary bank reviews and approves the policies and guidelines established by their bank’s ALCO.

     The primary objective of asset/liability management is to provide an optimum and stable net interest margin, after-tax return on assets and return on equity capital, as well as adequate liquidity and capital. Interest rate risk is measured and monitored through gap analysis, which measures the amount of repricing risk associated with the balance sheet at specific points in time. See “Liquidity and Market Risk Management” presented in Item 7 above for quantitative disclosures in tabular format, as well as additional qualitative disclosures.

51


Table of Contents

Item 8. Financial Statements

     The financial statements of the Company as of December 31, 2002 and 2001 and for the years ended December 31, 2002, 2001 and 2000 are set forth in this Form 10-K at page 56.

Item 9.Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

     Not applicable.

52


Table of Contents

PART III

Item 10. Directors, Executive Officers, Promoters and Control Persons; Compliance with Section 16(a) of the Exchange Act

     The information contained under the sections captioned “Directors” and “Executive Officers” under “Election of Directors” in the registrant’s definitive Proxy Statement for the Annual Meeting of Shareholders to be held on April 29, 2003, to be filed with the SEC pursuant to Regulation 14A within 120 days of their registrant’s fiscal year end (the “Proxy Statement”), is incorporated herein by reference.

SECTION 16(a) REPORTING REQUIREMENTS

     Under Section 16(a) of the Securities Exchange Act of 1934, directors and executive officers of the Company, and persons who beneficially own more than 10% of the Company Common Stock, are required to make certain filings on a timely basis with the Securities and Exchange Commission. Reporting persons are required by SEC regulations to furnish the Company with copies of all Section 16(a) forms filed by them. Based on its review of the copies of Section 16(a) forms received by it, and on written representations from reporting persons concerning the necessity of filing a Form 5 — Annual Statement of Changes in Beneficial Ownership, the Company believes that, during 2002, all filing requirements applicable to reporting persons were met, except G. Robert Blanchard who filed a report in January 2003 relating to the sale by him on October 31, 2002 of shares of his company (which also owned shares of CenterState Common Stock).

Item 11. Executive Compensation

     The information contained in the sections captioned “Information About the Board of Directors and Its Committees,” and “Executive Compensation and Benefits” under “Election of Directors” in the Proxy Statement, is incorporated herein by reference.

Item 12. Security Ownership of Certain Beneficial Owners and Management

     Information contained in the sections captioned “Directors” and “Management and Principal Stock Ownership” under “Election of Directors,” and under the table captioned “Equity Compensation Plan Information,” in the Proxy Statement, is incorporated herein by reference.

Item 13. Certain Relationships and Related Transactions

     The information contained in the section entitled “Certain Transactions” under “Election of Directors” in the Proxy Statement is incorporated herein by reference.

53


Table of Contents

Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K

  (a)   The following documents are filed as part of this report:
 
  1.   Financial Statements
 
      Independent Auditors’ Report
 
      Consolidated Balance Sheets as of December 31, 2002 and 2001
 
      Consolidated Statements of Operations and Comprehensive Income for the years ended December 31, 2002, 2001 and 2000
 
      Consolidated Statements of Cash Flows for the years ended December 31, 2002, 2001 and 2000
 
      Consolidated Statement of Changes in Stockholders’ Equity and
 
      Comprehensive Income for the years ended December 31, 2002, 2001 and 2000
 
      Notes to Consolidated Financial Statements
 
  2.   Financial Statement Schedules
 
      All schedules have been omitted as the required information is either inapplicable or included in the Notes to Consolidated Financial Statements.
 
  3.   Exhibits

         
3.1   - -   Articles of Incorporation of CenterState Banks of Florida, Inc. (Incorporated by reference to Exhibit 3.1 to the Company’s Registration Statement No. 333-95087 (the “Registration Statement”))
3.2   - -   Bylaws of CenterState Banks of Florida, Inc. (Incorporated by reference to Exhibit 3.2 to the Registration Statement)
4.1   - -   Specimen Stock Certificate of CenterState Banks of Florida, Inc. (Incorporated by reference to Exhibit 4.2 to the Registration Statement)
10.1   - -   CenterState Banks of Florida, Inc. Stock Option Plan (incorporated by reference to Exhibit 10.1 to the Registration Statement) *
21.1   - -   List of Subsidiaries of CenterState Banks of Florida, Inc.
23.1   - -   Consent of KPMG LLP

54


Table of Contents

         
99.1   - -   Certification of President and Chief Executive Officer under Section 906 of the Sarbanes-Oxley Act of 2002.
99.2   - -   Certification of Chief Financial Officer under Section 906 of the Sarbanes-Oxley Act of 2002.


*   Represents a management contract or compensatory plan or arrangement required to be filed as an exhibit.

  (b)   Reports on Form 8-K

          No Current Reports on Form 8-K were filed by the Company during the last fiscal quarter covered by this report.

Item 15. Controls and Procedures

  (a)   Evaluation of disclosure controls and procedures. The Company maintains controls and procedures designed to ensure that information required to be disclosed in the reports that the Company files or submits under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the Securities and Exchange Commission. Based upon their evaluation of those controls and procedures performed within 90 days of the filing date of this report, the Chief Executive and Chief Financial officers of the Company concluded that the Company’s disclosure controls and procedures were adequate.
 
  (b)   Changes in internal controls. The Company made no significant changes in its internal controls or in other factors that could significantly affect these controls subsequent to the date of the evaluation of those controls by the Chief Executive and Chief Financial officers.

55


Table of Contents

CENTERSTATE BANKS OF FLORIDA, INC. and SUBSIDIARIES

Index to consolidated financial statements

         
Independent Auditor’s Report
    57  
Consolidated Balance Sheets as of December 31, 2002 and 2001
    58  
Consolidated Statements of Operations for the years ended December 31, 2002, 2001 and 2000
    59  
Consolidated Statement of Changes in Stockholder’s Equity and Comprehensive Income for the years ended December 31, 2002, 2001 and 2000
    60  
Consolidated Statements of Cash Flows for the years ended December 31, 2002, 2001 and 2000
    61  
Notes to Consolidated Financial Statements
    63  

56


Table of Contents

Independent Auditors’ Report

The Board of Directors
Centerstate Banks of Florida, Inc.
   and subsidiaries:

We have audited the accompanying consolidated balance sheets of Centerstate Banks of Florida, Inc. and subsidiaries as of December 31, 2002 and 2001, and the related consolidated statements of operations, changes in stockholders’ equity and comprehensive income, and cash flows for the three-year period ended December 31, 2002. These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Centerstate Banks of Florida, Inc. and subsidiaries as of December 31, 2002 and 2001, and the results of their operations and their cash flows for the three year period ended December 31, 2002 in conformity with accounting principles generally accepted in the United States of America.

 

(-s- KPMG LLP)

Orlando, Florida
January 29, 2003

57


Table of Contents

CENTERSTATE BANKS OF FLORIDA, INC. AND SUBSIDIARIES

Consolidated Balance Sheets
December 31, 2002 and 2001
(in thousands of dollars, except per share data)

                       
Assets   2002   2001
   
 
Cash and due from banks
  $ 22,740     $ 17,401  
Federal funds sold and money market
    61,302       18,947  
Investment securities available for sale, at fair value
    51,799       43,961  
Investment securities held to maturity (market value of $1,508 at December 31, 2001)
          1,500  
Loans, less allowance for loan losses of $4,055 and $3,076 at December 31, 2002 and 2001, respectively
    329,666       241,349  
Accrued interest receivable
    1,995       1,967  
Bank premises and equipment, net
    20,315       14,838  
Other real estate owned
    65        
Deferred income taxes, net
    1,528       619  
Goodwill
    4,308        
Core deposit intangible
    739        
Prepaid expenses and other assets
    343       792  
 
   
     
 
     
Total assets
  $ 494,800     $ 341,374  
 
   
     
 
Liabilities and Stockholders’ Equity
               
Deposits:
               
 
Interest bearing
  $ 361,443     $ 254,300  
 
Noninterest bearing
    80,019       53,698  
 
   
     
 
     
Total deposits
    441,462       307,998  
Securities sold under agreement to repurchase
    10,005       4,598  
Amount payable to shareholders
    2,400        
Accrued interest payable
    391       309  
Accounts payable and accrued expenses
    627       652  
 
   
     
 
     
Total liabilities
    454,885       313,557  
 
   
     
 
Minority interest
          100  
Stockholders’ equity:
               
 
Preferred stock, $.01 par value; 5,000,000 shares authorized, no shares issued or outstanding
           
 
Common stock, $.01 par value: 20,000,000 shares authorized; 3,362,068 and 2,818,602 shares issued and outstanding at
    34       28  
   
December 31, 2002 and 2001, respectively
               
 
Additional paid-in capital
    26,036       15,450  
 
Retained earnings
    13,523       11,719  
 
Accumulated other comprehensive income
    322       520  
 
   
     
 
     
Total stockholders’ equity
    39,915       27,717  
Commitments and contingent liabilities
               
 
   
     
 
     
Total liabilities and stockholders’ equity
  $ 494,800     $ 341,374  
 
   
     
 

See accompanying notes to the consolidated financial statements

58


Table of Contents

CENTERSTATE BANKS OF FLORIDA, INC. AND SUBSIDIARIES

Consolidated Statements of Operations

Years ended December 31, 2002, 2001 and 2000
(in thousands of dollars, except per share data)

                             
        2002   2001   2000
       
 
 
Interest income:
                       
 
Loans
  $ 18,531     $ 19,550     $ 17,860  
 
Investment securities
    1,768       3,161       3,378  
 
Federal funds sold and money market
    749       802       1,025  
 
   
     
     
 
 
    21,048       23,513       22,263  
 
   
     
     
 
Interest expense:
                       
 
Deposits
    6,852       9,643       9,428  
 
Securities sold under agreement to repurchase
    40       183       219  
 
   
     
     
 
 
    6,892       9,826       9,647  
 
   
     
     
 
   
Net interest income
    14,156       13,687       12,616  
Provision for loan losses
    644       577       614  
 
   
     
     
 
   
Net interest income after provision for loan losses
    13,512       13,110       12,002  
 
   
     
     
 
Other income:
                       
 
Service charges on deposit accounts
    2,405       2,297       1,903  
 
Other service charges and fees
    1,234       756       509  
 
Gain (loss) on sale of securities
    21             (10 )
 
Gain (loss) on sale of other real estate owned
          9       (18 )
 
   
     
     
 
 
    3,660       3,062       2,384  
 
   
     
     
 
Other expenses:
                       
 
Salaries, wages and employee benefits
    6,530       5,930       4,971  
 
Occupancy expense
    1,747       1,529       1,284  
 
Depreciation of premises and equipment
    1,163       1,007       889  
 
Stationary, printing and supplies
    402       356       332  
 
Marketing expenses
    193       183       236  
 
Data processing expense
    881       1,025       891  
 
Legal and professional fees
    381       219       185  
 
Other expenses
    2,100       1,894       1,944  
 
Merger and other public registration related expenses
                422  
 
   
     
     
 
   
Total other expenses
    13,397       12,143       11,154  
 
   
     
     
 
   
Income before provision for income taxes
    3,775       4,029       3,232  
Provision for income taxes
    1,406       1,513       1,324  
 
   
     
     
 
   
Net income
  $ 2,369     $ 2,516     $ 1,908  
 
   
     
     
 
Earnings per share:
                       
 
Basic
  $ 0.84     $ 0.89     $ 0.68  
 
   
     
     
 
 
Diluted
  $ 0.82     $ 0.89     $ 0.67  
 
   
     
     
 
Common shares used in the calculation of earnings per share:
                       
 
Basic
    2,823,213       2,817,240       2,811,651  
 
   
     
     
 
 
Diluted
    2,878,770       2,839,914       2,826,704  
 
   
     
     
 

See accompanying notes to the consolidated financial statements.

59


Table of Contents

CENTERSTATE BANKS OF FLORIDA, INC. AND SUBSIDIARIES

Statements of Changes in Stockholders’ Equity and Comprehensive Income

Years ended December 31, 2002, 2001 and 2000
(in thousands of dollars)

                                                   
                              Accumulated                
              Additional           other   Total        
      Common   paid-in   Retained   comprehensive   stockholders’   Comprehensive
      stock   capital   earnings   income (loss)   equity   income
     
 
 
 
 
 
Balances at January 1, 2000
  $ 28     $ 15,296     $ 8,253     $ (265 )   $ 23,312          
Dividends paid
                (451 )           (451 )        
Stock options exercised
          130                   130          
Comprehensive income:
                                               
 
Net income
                1,908             1,908     $ 1,908  
 
Unrealized holding gain on available for sale securities, net of deferred income taxes of $252
                      422       422       422  
 
                                           
 
Total comprehensive income
                                          $ 2,330  
 
   
     
     
     
     
     
 
Balances at December 31, 2000
    28       15,426       9,710       157       25,321          
Dividends paid
                (507 )           (507 )        
Stock options exercised
          17                   17          
Tax effect of tax deduction in excess of book deduction on options exercised during the year
          7                   7          
Comprehensive income:
                                               
 
Net income
                2,516             2,516     $ 2,516  
 
Unrealized holding gain on available for sale securities, net of deferred income taxes of $221
                      363       363       363  
 
                                           
 
Total comprehensive income
                                          $ 2,879  
 
   
     
     
     
     
     
 
Balances at December 31, 2001
  $ 28     $ 15,450     $ 11,719     $ 520     $ 27,717          
Dividends paid
                (565 )           (565 )        
Stock options exercised
          38                   38          
Tax effect of tax deduction in excess of book deduction on options exercised during the year
          10                   10          
Comprehensive income:
                                               
 
Net income
                2,369             2,369     $ 2,369  
 
Unrealized holding loss on available for sale securities, net of deferred income taxes of $129
                      (198 )     (198 )     (198 )
 
                                           
 
Total comprehensive income
                                          $ 2,171  
 
                                           
 
Acquisition of CenterState Bank
    6       10,538                       10,544          
 
   
     
     
     
     
         
Balances at December 31, 2002
  $ 34     $ 26,036     $ 13,523     $ 322     $ 39,915          
 
   
     
     
     
     
         
                             
        2002   2001   2000
       
 
 
Disclosure of reclassification amounts:
                       
 
Unrealized holding (loss) gain arising during the year
  $ (211 )   $ 363     $ 428  
 
Add: reclassified adjustments for gain (loss) included in net income, net of income taxes, at December 31, 2002, 2001 and 2000 of ($8), $0 and $4, respectively
    13             (6 )
 
   
     
     
 
   
Net unrealized (loss) gain on securities
  $ (198 )   $ 363     $ 422  
 
   
     
     
 

See accompanying notes to the consolidated financial statements.

60


Table of Contents

CENTERSTATE BANKS OF FLORIDA, INC. AND SUBSIDIARIES

Consolidated Statements of Cash Flows

Years ended December 31, 2002, 2001 and 2000
(in thousands of dollars)

                               
          2002   2001   2000
         
 
 
Cash flows from operating activities:
                       
 
Net income
  $ 2,369     $ 2,516     $ 1,908  
 
Adjustments to reconcile net income to net cash provided by operating activities:
                       
   
Provision for loan losses
    644       577       614  
   
Depreciation of premises and equipment
    1,163       1,007       889  
   
Net amortization/accretion of investment securities
    43       60       139  
   
Net deferred loan origination fees
    52       71       58  
   
(Gain) loss on sale of other real estate owned
          (9 )     18  
   
Gain on sale of fixed assets
    (7 )            
   
Deferred income taxes
    (42 )     (176 )     (78 )
   
Realized gain (loss) on sale of available for sale securities
    (21 )           10  
   
Tax deduction in excess of book deduction on options exercised
    10       7        
 
Cash provided by (used in) changes in:
                       
   
Net change in accrued interest receivable
    310       196       (351 )
   
Net change in prepaid expenses and other assets
    361       (382 )     (8 )
   
Net change in accrued interest payable
    (16 )     (124 )     101  
   
Net change in accounts payable and accrued expenses
    (250 )     217       252  
 
   
     
     
 
     
Net cash provided by operating activities
    4,616       3,960       3,552  
 
   
     
     
 
Cash flows from investing activities:
                       
 
Purchases of investment securities available for sale
    (33,228 )     (15,606 )     (30,560 )
 
Purchases of mortgage backed securities available for sale
    (4,074 )     (1,987 )     (413 )
 
Proceeds from callable investment securities available for sale
    4,155       2,035       683  
 
Proceeds from maturities of investment securities available for sale
    26,500       19,500       28,750  
 
Proceeds from pay-downs of mortgage backed securities available for sale
    2,126       622       128  
 
Proceeds from sales of investment securities available for sale
    5,049       1,750       12,045  
 
Proceeds from maturities of investment securities held to maturity
    1,500       2,000        
 
Increase in loans, net of repayments
    (39,627 )     (34,864 )     (32,726 )
 
Purchases of premises and equipment
    (2,298 )     (2,527 )     (1,132 )
 
Proceeds from sale of fixed assets
    82              
 
Proceeds from sale of other real estate owned
          148       115  
 
Net cash from acquisition of CenterState Bank
    11,561              
 
   
     
     
 
     
Net cash used in investing activities
    (28,254 )     (28,929 )     (23,110 )
 
   
     
     
 
Cash flows from financing activities:
                       
 
Net increase in demand and savings deposits
    70,048       27,830       32,191  
 
Net increase in securities sold under agreement to repurchase
    1,791       293       227  
 
Net decrease in federal reserve advances
                (3,000 )
 
Net (decrease) increase in minority interest
    20       100        
 
Stock options exercised
    38       17       130  
 
Dividends paid
    (565 )     (507 )     (451 )
 
   
     
     
 
     
Net cash provided by financing activities
    71,332       27,733       29,097  
 
   
     
     
 
     
Net increase in cash and cash equivalents
    47,694       2,764       9,539  
Cash and cash equivalents, beginning of year
    36,348       33,584       24,045  
 
   
     
     
 
Cash and cash equivalents, end of year
  $ 84,042     $ 36,348     $ 33,584  
 
   
     
     
 

(Continued)

61


Table of Contents

CENTERSTATE BANKS OF FLORIDA, INC. AND SUBSIDIARIES

Consolidated Statements of Cash Flows

Years ended December 31, 2002, 2001 and 2000
(in thousands of dollars)

                                 
            2002   2001   2000
           
 
 
Supplemental schedule of noncash activities:
                       
   
Market value adjustment-investment securities available for sale
                       
     
Market value adjustment-investment securities
  $ (327 )   $ 584     $ 674  
     
Deferred income tax asset (liability)
    129       (221 )     (252 )
 
   
     
     
 
       
Unrealized (loss) gain on investments available for sale
  $ (198 )   $ 363     $ 422  
 
   
     
     
 
   
Transfer of loan to other real estate owned
  $ 65     $     $ 82  
 
   
     
     
 
Cash paid during the year for:
                       
 
Interest
  $ 6,811     $ 9,950     $ 9,546  
 
   
     
     
 
 
Income taxes
  $ 1,506     $ 1,670     $ 1,224  
 
   
     
     
 

See accompanying notes to the consolidated financial statements.

62


Table of Contents

CENTERSTATE BANKS OF FLORIDA, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

December 31, 2002 and 2001

(1)   Nature of Operations and Summary of Significant Accounting Policies
 
    CenterState Banks of Florida, Inc. (the “Company”) is a multi bank holding company. The Company formed on June 30, 2000, as part of the merger of First National Bank of Osceola County, Community National Bank of Pasco County and First National Bank of Polk County, which were three previously independent banks in Central Florida. The business combination was accounted for using the pooling-of-interest method of accounting method. All historical financial information has been restated to reflect the merger.
 
    First National Bank of Osceola County (“FNBOC”) is a national bank chartered in September 1989. It operates from three full service locations and one remote location within Osceola County and two full service locations in Orange County, which is contiguous with Osceola County.
 
    Community National Bank of Pasco County (“CNBPC”) is a national bank chartered in November 1989. It operates from seven full service locations within Pasco and contiguous counties.
 
    First National Bank of Polk County (“FNBPC”) is a national bank chartered in February 1992. It operates from three full service locations within Polk County.
 
    C.S. Processing provides item processing services for all subsidiary banks.
 
    The Company acquired CenterState Bank of Florida (“CSB”) on December 31, 2002 in a stock and cash transaction. Shareholders of CSB received $2.40 cash and 0.53631 share of the Company’s common stock for each share of common stock of CSB. CSB had 1,000,000 shares outstanding immediately prior to the merger date. The total cost of the transaction was approximately $13.1 million. The transaction was accounted for using the purchase method of accounting. The Company recorded CSB’s tangible and identifiable intangible assets and liabilities at fair market value as of the transaction date. The excess of the purchase price over the fair market value of the tangible assets, core deposit intangible ($739) and liabilities was approximately $4.3 million. This amount was recognized and recorded as goodwill. CSB is a state bank chartered in April 2000. It operates from three full service locations within western Polk County.
 
    The Company, through its subsidiary banks, provides traditional deposit and lending products and services to its commercial and retail customers.
 
    The following is a description of the basis of presentation and the significant accounting and reporting policies, which the Company follows in preparing and presenting its consolidated financial statements.

  (a)   Principles of Consolidation
 
      The accompanying consolidated financial statements include the accounts of the Company, its four wholly owned banking subsidiaries, FNBOC, CNBPC, FNBPC and CSB (the “Banks”) and its wholly owned subsidiary, C.S. Processing. The operations of the Company currently consist primarily of the operations of each of the four banks. All significant intercompany accounts and transactions have been eliminated in consolidation.
 
  (b)   Cash Equivalents
 
      For purposes of the statement of cash flows, the Company considers cash and due from banks, federal funds sold, money market and non interest bearing deposits in other banks with a purchased maturity of three months or less to be cash equivalents.

(Continued)

63


Table of Contents

CENTERSTATE BANKS OF FLORIDA, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

December 31, 2002 and 2001

  (c)   Investment Securities Available for Sale and Investment Securities Held to Maturity
 
      The Company accounts for investments at fair value, except for those securities which the Company has the positive intent and ability to hold to maturity. Investments to be held for indefinite periods of time and not intended to be held to maturity are classified as available for sale and are carried at fair value. Unrealized holding gains and losses are included as a separate component of shareholders’ equity, net of the effect of deferred income taxes.
 
      Securities that management has the intent and the Company has the ability to hold until maturity, are classified as investment securities held to maturity. Securities in this category are carried at amortized cost adjusted for accretion of discounts and amortization of premiums using the level yield method over the estimated life of the securities.
 
      If a security has a decline in fair value that is other than temporary, the security is written down to its new cost basis by recording a loss in the statement of operations.
 
  (d)   Loans
 
      Loans receivable that management has the intent and the Company has the ability to hold for the foreseeable future or payoff are reported at their outstanding unpaid principal balance, less the allowance for loan losses and deferred fees on originated loans.
 
      Loan origination fees and the incremental direct cost of loan origination, are capitalized and recognized in income over the contractual life of the loans. If the loan is prepaid, the remaining unamortized fees and costs are charged or credited to interest income. Amortization ceases for non-accrual loans.
 
      Commitment fees and costs relating to the commitments are recognized over the commitment period on a straight-line basis. If the commitment is exercised during the commitment period, the remaining unamortized commitment fee at the time of exercise is recognized over the life of the loan as an adjustment of yield.
 
      Loans are placed on nonaccrual status when the loan becomes 90 days past due as to interest or principal, or when the full timely collection of interest or principal becomes uncertain, unless the loan is both well secured and in the process of collection. When a loan is placed on nonaccrual status, the accrued and unpaid interest receivable is written off, accretion of the net deferred loan origination fees cease. The loan is accounted for on the cash or cost recovery method thereafter until qualifying for return to accrual status.
 
      The Company, considering current information and events regarding the borrower’s ability to repay their obligations, considers a loan to be impaired when it is probable that the Company will be unable to collect all amounts due according to the contractual terms of the loan agreement. When a loan is considered to be impaired, the amount of the impairment is measured based on the present value of expected future cash flows discounted at the loan’s effective interest rate, the secondary market value of the loan, or the fair value of the collateral for collateral dependent loans. Impaired loans are written down to the extent that principal is judged to be uncollectible and, in the case of impaired collateral dependent loans where repayment is expected to be provided solely by the underlying collateral and there is no other available and reliable sources of repayment, are written down to the lower of cost or collateral value. Impairment losses are included in the allowance for loan losses.

(Continued)

64


Table of Contents

CENTERSTATE BANKS OF FLORIDA, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

December 31, 2002 and 2001

(e)   Allowance for Loan Losses

      The Company follows a consistent procedural discipline and accounts for loan loss contingencies in accordance with generally accepted accounting principles to maintain the allowance at a level adequate to absorb probable losses in the loan portfolio at the date of the financial statements. The following is a description of how each portion of the allowance for loan losses is determined.
 
      The Company segregates the loan portfolio for loan loss purposes into the following broad segments: commercial real estate; residential real estate; non real estate commercial loans; and consumer loans. The Company provides for a general allowance for losses inherent in the portfolio by the above categories, which consists of two components. General loss percentages are calculated based upon historical analyses. A supplemental portion of the allowance is calculated for probable inherent losses which exist as of the evaluation date even though they might not have been identified by the more objective processes used for the portion of the allowance described above. This is due to the risk of error and/or inherent imprecision in the process. This portion of the allowance is particularly subjective and requires judgments based on qualitative factors which do not lend themselves to exact mathematical calculations such as; trends in delinquencies and nonaccruals; trends in the historical losses of the portfolio; trends in volume, terms, and portfolio mix; new credit products and/or changes in the geographic distribution of those products; changes in lending policies and procedures; loan review reports on the risk identification process; changes in the outlook for local, regional and national economic conditions; and concentrations of credit risk.
 
      In July 2001, the Securities and Exchange Commission issued Staff Accounting Bulletin No. 102 (“SAB 102”) which expresses certain of the staff’s views on the development, documentation and application of a systematic methodology for determining allowances for loan and lease losses in accordance with generally accepted accounting principles. In particular, the guidance focuses on the documentation the staff normally would expect registrants to prepare and maintain in support of their allowances for loan losses. Management believes that the Company complies with the views included in SAB 102.
 
      Regulatory examiners may require the Company to recognize changes to the allowance based upon their judgment about the information available to them at the time of their examination.

(f)   Bank Premises and Equipment

      Bank premises and equipment are stated at cost less accumulated depreciation. Depreciation is provided on a straight-line basis over the estimated useful life of the related assets (5 to 40 years). Leasehold improvements are depreciated over the shorter of its useful life or the term of the lease. Major renewals and betterments of property are capitalized; maintenance, repairs, and minor renewals and betterments are expensed in the period incurred. Upon retirement or other disposition of the assets, the asset cost and related accumulated depreciation are removed from the accounts, and gains or losses are included in income.

(g)   Impairment of Long-Lived Assets

      Statement of Financial Accounting Standards No. 144 “SFAS” No. 144 provides a single accounting model for long-lived assets to be disposed of. SFAS No. 144 also changes the criteria for classifying an asset as held for sale; and broadens the scope of businesses to be disposed of that qualify for reporting as discontinued operations and changes the timing of recognizing losses on such operations. The Company

             
          65 (Continued)

 


Table of Contents

CENTERSTATE BANKS OF FLORIDA, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

December 31, 2002 and 2001

      adopted SFAS No. 144 on January 1, 2002. The adoption of SFAS No. 144 did not affect the Company’s financial statements.
 
In accordance with SFAS No. 144, long-lived assets, such as property, plant and equipment, and purchased intangibles subject to amortization, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to estimated undiscounted future cash flows expected to be generated by the asset. If the carrying amount of an asset exceeds its estimated future cash flows, an impairment charge is recognized by the amount by which the carrying amount of the asset exceeds the fair value of the asset. Assets to be disposed of would be separately presented in the balance sheet and reported at the lower of the carrying amount or fair value less costs to sell, and are no longer depreciated. The assets and liabilities of a disposed group classified as held for sale would be presented separately in the appropriate asset and liability sections of the balance sheet.
 
      Prior to the adoption of SFAS No. 144, the Company accounted for long-lived assets in accordance with SFAS No. 121, Accounting for Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed Of.

(h)   Goodwill and Intangible Assets

      Goodwill represents the excess of costs over fair value of assets of businesses acquired. The Company adopted the provisions of SFAS No. 142, “Goodwill and Other Intangible Assets” as of January 1, 2002. Goodwill and intangible assets acquired in a purchase business combination and determined to have an indefinite useful life are not amortized, but instead tested for impairment at least annually in accordance with the provisions of SFAS No. 142. SFAS No. 142 also requires that intangible assets with estimable useful lives be amortized over their respective estimated useful lives to their estimated residual values, and reviewed for impairment in accordance with SFAS No. 144, Accounting for Impairment or Disposal of Long-Lived Assets.
 
      Goodwill is not subject to amortization, but is tested for impairment on an annual basis. The Company will test for impairment more frequently if events and circumstances indicate that the asset might be impaired. An impairment loss is recognized to the extent that the carrying amount exceeds the asset’s fair value.
 
      The core deposit intangible is amortized over a ten-year period on an accelerated basis using the projected decay rates of the underlying core deposits.

(i)   Other Real Estate Owned

      Real estate acquired in the settlement of loans is recorded at the lower of cost (principal balance of the former loan plus costs of obtaining title and possession) or estimated fair value, less estimated selling costs. Costs relating to development and improvement of the property are capitalized, whereas those relating to holding the property are charged to operations.

(j)   Assets Transfers

      In September 2000, the Financial Accounting Standards Board (“FASB”) issued SFAS No. 140, Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities, which revises the criteria for accounting for securitizations and other transfers of financial assets and collateral, and introduces new disclosures. SFAS 140 replaces SFAS 125, which was issued in June 1996. The

             
          66 (Continued)

 


Table of Contents

CENTERSTATE BANKS OF FLORIDA, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

December 31, 2002 and 2001

      enhanced disclosure requirements were effective for year end 2000. The other provisions of SFAS 140 related to transfers of financial assets and extinguishments of liabilities were adopted on April 1, 2001. The effect of SFAS 140 on the Company was not material.

(k)   Compensation Programs

      Substantially all of the Company’s employees are covered under the Company’s employee benefit plan. Certain directors and key employees are covered under the Company’s stock option plans. The expenses of providing these plans are charged to income in the year the expenses are incurred.
 
      The Company applies Accounting Principle Board Opinion No. 25 and related interpretations in accounting for its stock option plans. Accordingly, no compensation cost has been recognized for its stock option plans. Had compensation cost for the Company’s stock-based compensation plan been determined consistent with FASB Statement No. 123, the Company’s net income would have been reduced to the pro forma amounts indicated below (amounts are in thousands of dollars except for per share data):

                           
      December 31,
     
      2002   2001   2000
     
 
 
Net income:
                       
 
As reported
  $ 2,369     $ 2,516     $ 1,908  
 
Pro forma
    2,293       2,428       1,900  
Diluted earnings per share:
                       
 
As reported
    0.82       0.89       0.67  
 
Pro forma
    0.80       0.85       0.67  

(l)   Accumulated Other Comprehensive Income

      The Company’s accumulated other comprehensive income is the unrealized gain or loss on investment securities available for sale, net of applicable deferred taxes.

(m)   Income Taxes

      Deferred tax assets and liabilities are recognized for the future tax consequences attributable to temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Deferred tax assets are recognized subject to management’s judgment that realization is more likely than not.

(n)   Use of Estimates

      The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amount of revenues and expenses during the reporting period. Actual results could differ from these estimates.

             
          67 (Continued)

 


Table of Contents

CENTERSTATE BANKS OF FLORIDA, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

December 31, 2002 and 2001

(o)   Segment Reporting

      The Company follows SFAS No. 131, Disclosures about Segments of an Enterprise and Related Information. SFAS No. 131 establishes standards for reporting information about segments in financial statements. Operating segments are defined as components of an enterprise about which separate financial information is available and that is evaluated regularly by the chief operating decision maker in deciding how to allocate resources and in assessing performance. The Company derives its revenues from providing similar banking products and services to customers located throughout the Central Florida Region through similar distribution channels and processes. Operating segments consist of the Company’s banking subsidiaries. Management believes that the Company meets the aggregation criteria, as defined by SFAS No. 131, for aggregating its operating segments into the bank segment.

(p)  Effect of New Pronouncements

      In June 2001, the FASB issued SFAS No. 141, Business Combinations. This Statement addresses financial accounting and reporting for business combinations and supersedes Accounting Principles Board (“APB”) Opinion No. 16, Business Combinations, and FASB Statement No. 38, Accounting for Preacquisition Contingencies of Purchased Enterprises. All business combinations in the scope of this Statement are to be accounted for using one method, the purchase method. The provisions of this Statement apply to all business combinations initiated after June 30, 2001. This Statement also applies to all business combinations accounted for using the purchase method for which the date of acquisition is July 1, 2001, or later. Adoption of this Statement was considered in accounting for the acquisition of CenterState Bank.
 
      In June 2001, the FASB issued SFAS No. 142, Goodwill and Other Intangible Assets. This Statement addresses financial accounting and reporting for acquired goodwill and other intangible assets and supersedes APB Opinion No. 17, Intangible Assets. It addresses how intangible assets that are acquired individually or with a group of other assets (but not those acquired in a business combination) should be accounted for in financial statements upon their acquisition. This Statement also addresses how goodwill and other intangible assets should be accounted for after they have been initially recognized in the financial statements. Enterprises are required to adopt SFAS 142 for fiscal years beginning after December 31, 2001. Adoption of this Statement was considered in accounting for the acquisition of CenterState Bank.
 
      In June 2001, the FASB issued SFAS No. 143, Accounting for Asset Retirement Obligations. This Statement addresses financial accounting and reporting for obligations associated with the retirement of tangible long-lived assets and the associated asset retirement costs. This Statement applies to all entities that have legal obligations associated with the retirement of long-lived assets that result from the acquisition, construction, development or normal use of the asset. As used in this Statement, a legal obligation results from existing law, statute, ordinance, written or oral contract, or by legal construction of a contract under the doctrine of promissory estoppel. The Company is required to adopt SFAS No. 143 for the fiscal year beginning January 1, 2003. Adoption of this Statement did not have a significant impact on the financial position or results of operations of the Company.
 
      In June 2002, the FASB issued SFAS No. 146, “Accounting for Costs Associated with Exit or Disposal Activities.” This Statement addresses financial accounting and reporting for costs associated with exit or disposal activities and nullifies Emerging Issues Task Force (EITF) Issue No. 94-3, “Liability Recognition for Certain Employee Termination Benefits and Other Costs to Exit an Activity (including Certain Costs Incurred in a Restructuring).” The provisions of this Statement are effective for exit or disposal activities that are initiated after December 31, 2002, with early application encouraged. Management does not expect

             
          68 (Continued)

 


Table of Contents

CENTERSTATE BANKS OF FLORIDA, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

December 31, 2002 and 2001

      the impact of adopting the provisions of SFAS No. 146 to significantly impact the financial position or results of operations of the Company.
 
      In October 2002, the FASB issued SFAS No. 147, “Acquisitions of Certain Financial Institutions an amendment of FASB Statements No. 72 and 144 and FASB Interpretation No. 9.” Except for transactions between two or more mutual enterprises, this Statement removes acquisitions of financial institutions from the scope of both Statement 72 and Interpretation 9 and requires that those transactions be accounted for in accordance with SFAS No. 141, and SFAS No. 142. In addition, this Statement amends SFAS No. 144 to include in its scope long-term customer-relationship intangible assets of financial institutions such as depositor- and borrower-relationship intangible assets and credit cardholder intangible assets. The provisions of this Statement are effective on or after October 1, 2002. The adoption of SFAS No. 147 did not have an impact on the financial position or results of operations.
 
      In April 2002, the FASB issued SFAS No. 145, Rescission of FASB Statements No. 4, 44 and 64, Amendment of FASB Statement No. 13, and Technical Corrections. SFAS No. 145 amends existing guidance on reporting gains and losses on extinguishment of debt to prohibit the classification of the gain or loss as extraordinary, as the use of the such extinguishments have become part of the risk management strategy of many companies. SFAS No. 145 also amends SFAS No. 13 to require sale-leaseback accounting for certain lease modifications that have economic effects similar to sale-leaseback transactions. The provisions of the Statement related to the rescission of Statement No. 4 is applied in fiscal years beginning after May 15, 2002. Earlier application of these provisions is encouraged. The provisions of the Statement related to Statement 13 were effective for transactions occurring after May 15, 2002, with early application encouraged. The adoption of SFAS No. 145 is not expected to have a material effect on the Company’s consolidated financial statements.
 
      In November 2002, the FASB issued Interpretation No. 45, Guarantor’s Accounting and Disclosure Requirements for Guarantees, Including Indirect Guarantees of Indebtedness to Others, and interpretation of FASB Statements No. 5, 57 and 107 and a rescission of FASB Interpretation No. 34. This interpretation elaborates on the disclosures to be made by a guarantor in its interim and annual financial statements about its obligations under guarantees issued. The Interpretation also clarifies that a guarantor is required to recognize, at inception of a guarantee, a liability for the fair value of the obligation undertaken. The initial recognition and measurement provisions of the Interpretation are applicable to guarantees issued or modified after December 31, 2002 and are not expected to have a material effect on the Company’s consolidated financial statements. The Company has made the required disclosures in the notes of the consolidated financial statements.
 
      In December 2002, the FASB issued SFAS No. 148, Accounting for Stock-Based Compensation — Transition and Disclosure, an amendment of FASB Statement No. 123. This statement amends FASB Statement No. 123, Accounting for Stock-Based Compensation, to provide alternative methods of transition for a voluntary change to the fair value method of accounting for stock-based employee compensation. In addition, this Statement amends the disclosure requirements of Statement No. 123 to require prominent disclosures in both annual and interim financial statements. Certain disclosure modifications are required for fiscal years ending after December 15, 2002 and are included in the notes to these consolidated financial statements.
 
      In January 2003, the FASB issued Interpretation No. 46, Consolidation of Variable Interest Entities, and interpretation of ARB No. 51. This Interpretation addresses the consolidation by business enterprises of variable interest entities as defined in the Interpretation. The Interpretation applies immediately to interests

             
          69 (Continued)

 


Table of Contents

CENTERSTATE BANKS OF FLORIDA, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

December 31, 2002 and 2001

      in variable interest entities created after January 31, 2003. For public enterprises, such as the Company, with a variable interest in a variable interest entity created before February 1, 2003, the Interpretation is applied to the enterprise no later than the end of the first annual reporting period beginning after March 28, 2003. The application of this Interpretation requires certain disclosures in financial statements issued after January 31, 2003 if it is reasonably possible that the Company will consolidate or disclose information about variable interest entities when the Interpretation becomes effective. The adoption of this Interpretation did not have an effect on the financial statements of the Company.

(2)   Investment Securities Available for Sale and Investment Securities Held to Maturity

      The amortized cost and estimated fair values of investment securities available for sale and held to maturity at December 31, 2002 and 2001, are as follows:
 
      Investment securities available for sale:

                                 
    December 31, 2002
   
            Gross   Gross   Estimated
    Amortized   unrealized   unrealized   fair
    cost   gains   losses   value
   
 
 
 
U.S. Treasury securities
  $ 33,942     $ 396     $     $ 34,338  
Obligations of U.S government agencies
    11,022       38             11,060  
Mortgage backed securities
    5,229       73             5,302  
Municipal securities
    635                   635  
Federal Reserve Bank stock
    464                   464  
 
   
     
     
     
 
 
  $ 51,292     $ 507     $     $ 51,799  
 
   
     
     
     
 
                                 
    December 31, 2001
   
            Gross   Gross   Estimated
    Amortized   unrealized   unrealized   fair
    cost   gains   losses   value
   
 
 
 
U.S. Treasury securities
  $ 31,024     $ 699     $     $ 31,723  
Obligations of U.S government agencies
    9,027       116             9,143  
Mortgage backed securities
    1,899       19             1,918  
Municipal securities
    715                   715  
Federal Reserve Bank stock
    462                   462  
 
   
     
     
     
 
 
  $ 43,127     $ 834     $     $ 43,961  
 
   
     
     
     
 
             
          70 (Continued)

 


Table of Contents

CENTERSTATE BANKS OF FLORIDA, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

December 31, 2002 and 2001

Investment securities held to maturity:

                                 
    December 31, 2001
   
            Gross   Gross   Estimated
    Amortized   unrealized   unrealized   fair
    cost   gains   losses   value
   
 
 
 
Obligations of U.S. government agencies
  $ 1,500     $ 8     $     $ 1,508  
 
   
     
     
     
 

      The amortized cost and estimated fair value of investment securities available for sale at December 31, 2002, by contractual maturity, are shown below. Actual maturities will differ from contractual maturities because borrowers may have the right to call or prepay obligations with or without call or prepayment penalties.

                   
              Estimated
      Amortized   fair
      cost   value
     
 
Investment securities available for sale Due in one year or less
  $ 17,116     $ 17,253  
 
Due after one year through five years
    33,077       33,447  
 
Due after fifteen years through thirty years
    635       635  
 
Federal Reserve Bank stock
    464       464  
 
   
     
 
 
  $ 51,292     $ 51,799  
 
   
     
 

      At December 31, 2002, the Company had $5,062 in investment securities pledged to the Treasurer of the State of Florida as collateral on public fund deposits and for other purposes required or permitted by law.
 
      Proceeds from sales of investment securities available for sale were $5,049, $1,750 and $12,045 for the years ending December 31, 2002, 2001 and 2000, respectively. Gross realized gains on sales of investment securities available for sale during 2002, 2001 and 2000 were $21, $0 and $10, respectively.

             
          71 (Continued)

 


Table of Contents

CENTERSTATE BANKS OF FLORIDA, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

December 31, 2002 and 2001

(3)   Loans

      Major categories of loans included in the loan portfolio as of December 31, 2002 and 2001 are:

                       
          December 31,
         
          2002   2001
         
 
 
Real estate:
               
   
Residential
  $ 114,183     $ 84,033  
   
Commercial
    117,964       88,711  
   
Construction
    22,544       17,917  
 
   
     
 
     
Total real estate
    254,691       190,661  
 
Commercial
    43,607       30,900  
 
Consumer and other loans
    35,906       23,295  
 
   
     
 
 
    334,204       244,856  
 
Less: Deferred loan origination fees
    483       431  
 
   
     
 
     
Total loans
    333,721       244,425  
Less: Allowance for loan losses
    4,055       3,076  
 
   
     
 
     
Total net loans
  $ 329,666     $ 241,349  
 
   
     
 

      The following is a summary of information regarding nonaccrual loans, impaired loans and other real estate owned at December 31, 2002 and 2001:

                 
    December 31,
   
    2002   2001
   
 
Nonaccrual loans
  $ 402     $ 580  
 
   
     
 
Recorded investment in impaired loans
  $ 433     $ 163  
 
   
     
 
Allowance for loan losses related to impaired loans
  $ 124     $ 71  
 
   
     
 
Other real estate owned
  $ 65     $  
 
   
     
 
                           
      Interest                
      income not   Interest   Average
      recognized   Income   recorded
      on   recognized   investment
      nonaccrual   on impaired   in impaired
      loans   loans   loans
     
 
 
For years ended December 31:
                       
 
2002
  $ 12     $ 19     $ 298  
 
2001
  $ 55     $ 12     $ 144  
 
2000
  $ 29     $ 11     $ 125  
             
          72 (Continued)

 


Table of Contents

CENTERSTATE BANKS OF FLORIDA, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

December 31, 2002 and 2001

      Certain principal stockholders, directors and officers and their related interests were indebted to the Company as summarized below at December 31, 2002, 2001 and 2000:

                         
    December 31,
   
    2002   2001   2001
   
 
 
Balance, beginning of year
  $ 8,593     $ 9,037     $ 7,153  
Additional new loans
    7,992       2,963       4,350  
Repayments on outstanding loans
    4,817       3,407       2,466  
 
   
     
     
 
Balance, end of year
  $ 11,768     $ 8,593     $ 9,037  
 
   
     
     
 

      All such loans were made in the ordinary course of business. At December 31, 2002, 2001 and 2000, principal stockholders, directors and officers of the Company and their related interests had $3,839, $1,634 and $3,462, respectively, available in lines of credit.
 
      Changes in the allowance for loan losses for the years ended December 31, 2002, 2001 and 2000, are as follows:

                         
    December 31,
   
    2002   2001   2000
   
 
 
Balance, beginning of year
  $ 3,076     $ 2,730     $ 2,302  
Provision charged to operations
    644       577       614  
Loans charged-off
    (366 )     (304 )     (309 )
Recoveries of previous charge-offs
    26       73       123  
Effect of merger with CenterState Bank
    675              
 
   
     
     
 
Balance, end of year
  $ 4,055     $ 3,076     $ 2,730  
 
   
     
     
 

(4) Bank Premises and Equipment

      A summary of bank premises and equipment as of December 31, 2002 and 2001, is as follows:

                 
    December 31,
   
    2002   2001
   
 
Land
  $ 6,683     $ 4,458  
Land improvements
    265       228  
Buildings
    10,914       8,872  
Leasehold improvements
    752       447  
Furniture, fixtures and equipment
    8,137       6,126  
 
   
     
 
 
    26,751       20,131  
Less: Accumulated depreciation
    6,436       5,293  
 
   
     
 
 
  $ 20,315     $ 14,838  
 
   
     
 
             
          73 (Continued)

 


Table of Contents

CENTERSTATE BANKS OF FLORIDA, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

December 31, 2002 and 2001

(5) Deposits

      A detail of deposits at December 31, 2002 and 2001 is as follows:

                                   
              December 31,        
     
       
              Weighted           Weighted
              average           average
              interest           interest
      2002   rate   2001   rate
     
 
 
 
Non-interest bearing deposits
  $ 80,019       0.0 %   $ 53,698       0.0 %
Interest bearing deposits:
                               
 
Interest bearing demand deposits
    62,978       0.5 %     43,229       0.7 %
 
Savings deposits
    31,328       0.7 %     24,619       1.0 %
 
Money market accounts
    81,031       1.4 %     52,391       1.8 %
 
Time deposits less than $100,000
    121,734       3.4 %     97,295       4.4 %
 
Time deposits of $100,000 or greater
    63,842       3.6 %     36,766       4.5 %
 
Time deposits fair market adjustment
    530                    
 
   
     
     
     
 
 
  $ 441,462       1.8 %   $ 307,998       2.4 %
 
   
     
     
     
 

      The following table presents, by various interest rate categories, the amount of certificate accounts at December 31, 2002, maturing during the periods reflected below:

                                                 
Interest rate   2003   2004   2005   2006   2007   Total

 
 
 
 
 
 
1.00% - 1.99%
  $ 20,274     $ 1,299     $ 66     $     $     $ 21,639  
2.00% - 2.99%
    53,349       6,818       708       6             60,881  
3.00% - 3.99%
    21,064       7,364       2,785       600       901       32,714  
4.00% - 4.99%
    8,670       10,166       2,031       5,321       10,683       36,871  
5.00% - 5.99%
    5,581       2,205       999       4,163       11,796       24,744  
6.00% - 6.99%
    4,599       1,116       1,415       334             7,464  
Over 6.99%
    335       42       786             100       1,263  
 
   
     
     
     
     
     
 
 
  $ 113,872     $ 29,010     $ 8,790     $ 10,424     $ 23,480     $ 185,576  
 
   
     
     
     
     
     
 
     
  74 (Continued)

 


Table of Contents

CENTERSTATE BANKS OF FLORIDA, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

December 31, 2002 and 2001

    A summary of interest expense on deposits for the years ended December 31, 2001 and 2000, is as follows:

                         
    December 31,
   
    2002   2001   2000
   
 
 
Interest-bearing demand deposits
  $ 279     $ 347     $ 357  
Savings deposits
    231       296       423  
Money market accounts
    870       1,532       1,589  
Time deposits less than $100,000
    4,066       5,990       4,683  
Time deposits of $100,000 or greater
    1,406       1,478       2,376  
 
   
     
     
 
 
  $ 6,852     $ 9,643     $ 9,428  
 
   
     
     
 

    The Company had deposits from directors, officers and employees and their related interests of approximately $7,269, and $5,324 at December 31, 2002 and 2001, respectively.
 
(6)   Other Borrowings
 
    The Company enters into sales of securities under agreements to repurchase. These fixed-coupon agreements are treated as financings, and the obligations to repurchase securities sold are reflected as a liability in the consolidated balance sheet. The dollar amount of securities underlying the agreements remain in the asset accounts.
 
    At December 31, 2002 and 2001, the Company had $10,005 and $4,598 in repurchase agreements with weighted average interest rates of 0.56 percent and 1.17 percent, respectively. Repurchase agreements are secured by U.S. Treasury securities and Government Agency securities with market values of $17,984 and $11,931 at December 31, 2002 and 2001, respectively. The following represents the repurchase agreements that contain amounts “at risk” (defined as the excess of carrying amount of the securities sold under agreement to repurchase over the amount of the repurchase liability) at December 31, 2002:

             
            Weighted
            average
Name   Amount at risk   maturity

 
 
Counterparty A     $1,833     Overnight
Counterparty B     581     Overnight
Counterparty C     206     Overnight
Counterparty D     1,019     Overnight
Counterparty E     27     Overnight
Counterparty F     16     Overnight
Counterparty G     323     Overnight
Counterparty H     915     Overnight
Counterparty I     702     Overnight
Counterparty J     306     Overnight
Counterparty K     1,077     Overnight
Counterparty L     502     Overnight
Counterparty M     472     Overnight

75 (Continued)


Table of Contents

CENTERSTATE BANKS OF FLORIDA, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

December 31, 2002 and 2001

    The repurchase agreements were to repurchase the identical securities as those which were sold. Repurchase agreements averaged $4,185, $5,045 and $4,099 for the years ended December 31, 2002, 2001 and 2000, respectively. The maximum amount outstanding at any month-end for the corresponding periods was $11,486, $6,899 and $7,541, respectively. Total interest expense paid on repurchase agreements for the years ending December 31, 2002, 2001 and 2000, was $40, $183 and $219, respectively.
 
(7)   Income Taxes
 
    The provision for income taxes at December 31, 2002, 2001 and 2000, consists of the following:

                           
      Current   Deferred   Total
     
 
 
December 31, 2002:
                       
 
Federal
  $ 1,268     $ (41 )   $ 1,213  
 
State
    186       (7 )     179  
 
   
     
     
 
 
  $ 1,454     $ (48 )   $ 1,406  
 
   
     
     
 
December 31, 2001:
                       
 
Federal
  $ 1,425     $ (150 )   $ 1,275  
 
State
    264       (26 )     238  
 
   
     
     
 
 
  $ 1,689     $ (176 )   $ 1,513  
 
   
     
     
 
December 31, 2000:
                       
 
Federal
  $ 1,206     $ (43 )   $ 1,163  
 
State
    196       (35 )     161  
 
   
     
     
 
 
  $ 1,402     $ (78 )   $ 1,324  
 
   
     
     
 

76 (Continued)


Table of Contents

CENTERSTATE BANKS OF FLORIDA, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

December 31, 2002 and 2001

    The tax effect of temporary differences that give rise to significant portions of the deferred tax assets and deferred tax liabilities at December 31, 2002 and 2001, are presented below:

                     
        December 31,
       
        2002   2001
       
 
Deferred tax assets:
               
 
Allowance for loan losses
  $ 1,298       1,060  
 
Deferred loan fees
    143       126  
 
Merger costs
    50        
 
Intangible assets
    82        
 
Net operating loss carryforward
    603        
 
Other
    2       7  
 
   
     
 
   
Total deferred tax asset
    2,178       1,193  
 
   
     
 
Deferred tax liabilities:
               
 
Premises and equipment, due to differences in depreciation methods and useful lives
    (334 )     (250 )
 
Unrealized gain on investment securities available for sale
    (232 )     (314 )
 
Core deposit intangible
    (79 )      
 
Accretion of discount on investments
    (5 )     (10 )
 
   
     
 
   
Total deferred tax liability
    (650 )     (574 )
 
   
     
 
   
Net deferred tax asset
  $ 1,528     $ 619  
 
   
     
 

    The Bank has recorded a net deferred tax asset of $1,528 and $619 at December 31, 2002 and 2001, respectively. No valuation allowance as defined by SFAS 109 is required for the years ended December 31, 2002 and 2001. Management believes that a valuation allowance is not necessary because it is more likely than not the deferred tax asset is realizable due to projected future earnings.
 
    A reconciliation between the actual tax expense and the “expected” tax expense (computed by applying the U.S. federal corporate rate of 34 percent to earnings before income taxes) is as follows:

                         
    December 31,
   
    2002   2001   2000
   
 
 
“Expected” tax expense
  $ 1,284     $ 1,370     $ 1,099  
Tax exempt interest, net
    (28 )     (27 )     (20 )
State income taxes, net of federal income tax benefits
    118       157       106  
Merger and other public registration expenses
    (12 )     ––       95  
Other, net
    44       13       44  
 
   
     
     
 
 
  $ 1,406     $ 1,513     $ 1,324  
 
   
     
     
 

77 (Continued)


Table of Contents

CENTERSTATE BANKS OF FLORIDA, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

December 31, 2002 and 2001

(8)   Rent
 
    The following is a schedule of future minimum annual rentals under the noncancellable operating leases of the Company’s facilities:

         
Year ending December 31,        

       
2003     $291  
2004     241  
2005     214  
2006     216  
2007     218  
          Thereafter     134  
     
 
      $1,314  
     
 

    Rent expense for the years ended December 31, 2002, 2001 and 2000, was $195, $179 and $179, respectively, and is included in occupancy expense in the accompanying consolidated statements of operations. Operating lease income from subleases of the Bank’s premises for the year ending December 31, 2000 amounted to $26.
 
(9)   Fair Value of Financial Instruments
 
    The following methods and assumptions were used by the Company in estimating fair values of financial instruments as disclosed herein:

    Cash and Cash Equivalents – The carrying amount of cash and cash equivalents approximates fair value due to short-term maturity.
 
    Investments – The Company’s investment securities available for sale and held to maturity represent investments in U.S. Government obligations, U.S. Government Agency securities, mortgage backed securities, and state and political subdivisions. The Company’s equity investments at year end represents stock investments in the Federal Reserve Bank. The stock is not publicly traded and the carrying amount was used to estimate the fair value. The fair value of the U.S. Government obligations, U.S. Government Agency obligations, mortgage backed securities and state and local political subdivision portfolios was estimated based on quoted market prices.
 
    Loans – For variable rate loans that reprice frequently and have no significant change in credit risk, fair values are based on carrying values. Fair values for commercial real estate, commercial and consumer loans other than variable rate loans are estimated using discounted cash flow analysis, using interest rates currently being offered for loans with similar terms to borrowers of similar credit quality. Fair values of impaired loans are estimated using discounted cash flow analysis or underlying collateral values, where applicable.
 
    Deposits – The fair values disclosed for non-interest bearing demand deposits are, by definition, equal to the amount payable on demand (that is their carrying amounts). The carrying amounts of variable rate, fixed term money market accounts and certificates of deposit (CDs) approximate their fair value at

78 (Continued)


Table of Contents

CENTERSTATE BANKS OF FLORIDA, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

December 31, 2002 and 2001

    the reporting date. Fair values for fixed rate CDs are estimated using a discounted cash flow calculation that applies interest rates currently being offered on certificates to a schedule of aggregated expected monthly maturities on time deposits.
 
    Repurchase Agreements – The carrying amount of the repurchase agreements approximate their fair value due to the short-term nature of the agreement.

    The following tables present the carrying amounts and estimated fair values of the Company’s financial instruments.

                     
        December 31, 2002
       
        Carrying        
        Amount   Fair value
       
 
Financial assets:
               
 
Cash and due from banks and federal funds sold
  $ 84,042     $ 84,042  
 
Investment securities available for sale
    51,799       51,799  
 
Loans, less allowance for loan losses of $4,055
    329,666       331,141  
Financial liabilities:
               
 
Deposits:
               
   
Without stated maturities
  $ 255,356     $ 255,356  
   
With stated maturities
    186,106       191,831  
 
Securities sold under agreement to repurchase
    10,005       10,005  
                     
        December 31, 2001
       
        Carrying        
        Amount   Fair value
       
 
Financial assets:
               
 
Cash and due from banks and federal funds sold
  $ 36,348     $ 36,348  
 
Investment securities available for sale
    43,961       43,961  
 
Investment securities held to maturity
    1,500       1,508  
 
Loans, less allowance for loan losses of $3,076
    241,349       245,077  
Financial liabilities:
               
 
Deposits:
               
   
Without stated maturities
  $ 173,937     $ 173,937  
   
With stated maturities
    134,061       138,228  
 
Securities sold under agreement to repurchase
    4,598       4,598  

(10)   Regulatory Capital
 
    The Company and the Banks are subject to various regulatory capital requirements administered by the federal banking agencies. Failure to meet minimum capital requirements can initiate certain mandatory and possibly additional discretionary actions by regulators that, if undertaken, could have a direct material effect on the

79


Table of Contents

CENTERSTATE BANKS OF FLORIDA, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

December 31, 2002 and 2001

    Company’s financial statements. Under capital adequacy guidelines and the regulatory framework for prompt corrective action, the Company and the Banks must meet specific capital guidelines that involve quantitative measures of assets, liabilities and certain off-balance-sheet items as calculated under regulatory accounting practices. The capital amounts and classification are also subject to qualitative judgments by the regulators about components, risk weightings and other factors.
 
    Quantitative measures established by regulation to ensure capital adequacy require the Company to maintain minimum amounts and ratios (set forth in the table below) of total and Tier I capital (as defined in the regulations) to risk-weighted assets. Management believes, as of December 31, 2002, that the Company meets all capital adequacy requirements to which it is subject.
 
    As of December 31, 2002, the most recent notification from the Office of Comptroller of the Currency categorized the Banks as well capitalized under the regulatory framework for prompt corrective action. To be categorized as well capitalized, the Banks must maintain total risk-based, Tier I risk-based and Tier I leverage ratios as set forth in the table. There are no conditions or events since that notification that management believes have changed the institution’s category.
 
    A summary of actual, required, and capital levels necessary to be considered well-capitalized for the Company as of December 31, 2002 and 2001, are presented in the table below.

                                                   
                                      To be well
                                      capitalized under
                      For capital   prompt corrective
      Actual   adequacy purposes   action provision
     
 
 
      Amount   Ratio   Amount   Ratio   Amount   Ratio
     
 
 
 
 
 
December 31, 2002:
                                               
 
Total capital (to risk weighted assets)
  $ 37,646       11.2 %   $ 26,995       > 8 %   $ 33,743       >10 %
 
Tier 1 capital (to risk weighted assets)
    33,591       10.0 %     13,497       > 4 %     20,246       > 6 %
 
Tier 1 capital (to average assets)
    33,591       8.5 %     15,741       > 4 %     19,677       > 5 %
December 31, 2001:
                                               
 
Total capital (to risk weighted assets)
  $ 29,805       12.8 %   $ 18,686       > 8 %   $ 23,358       > 10 %
 
Tier 1 capital (to risk weighted assets)
    26,883       11.5 %     9,343       > 4 %     14,015       > 6 %
 
Tier 1 capital (to average assets)
    26,883       7.9 %     13,626       > 4 %     17,033       > 5 %

(11)   Dividends
 
    The Company declared cash dividends of $565, $507 and $451 during the years ended December 31, 2002, 2001 and 2000, respectively. Banking regulations limit the amount of dividends that may be paid by the subsidiary banks to the Company without prior approval of the Bank’s regulatory agency. At December 31, 2002 dividends from the subsidiary banks available to be paid to the Company, without prior approval of the Bank’s regulatory agency, was $4,841, subject to the Banks meeting or exceeding regulatory capital requirements.
 
(12)   Stock Option Plans
 
    On June 30, 2000, the outstanding options of FNBOC, CNBPC and FNBPC were converted into 11,000, 10,605 and 21,791, respectively, shares of the Company’s common stock.

80 (Continued)


Table of Contents

CENTERSTATE BANKS OF FLORIDA, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

December 31, 2002 and 2001

    In September 1999, the Company authorized 365,000 common shares for employees of the Company, under an incentive stock option and non-statutory stock option plan. Options are granted at fair market value of the underlying stock at date of grant. Each option expires ten years from date of grant and a vesting period of 25% at the date of grant and 25% on each anniversary date thereafter.
 
    There were 43,396 options outstanding as of December 31, 2000. No options had been granted or forfeited during the year ending December 31, 2000, and 21,060 options were exercised. There were 159,036 options outstanding as of December 31, 2001. There were 118,370 options granted during the year ending December 31, 2001 with a weighted average exercise price of $12.91 per share. No options had been forfeited during the year and 2,730 options had been exercised. There were 7,500 options granted during the year ending December 31, 2002 with a weighted average exercise price of $19.62 per share. There were 5,861 options forfeited and 7,156 options exercised during the year ending December 31, 2002. In addition, pursuant to the merger agreement between the Company and CenterState Bank of Florida (“CSB”), 71,138 options were issued in exchange for CSB common stock options outstanding. All of these options vested immediately upon change of control. The exercise price was $14.92 per share, as required by the merger agreement.
 
    Of the 43,396 options outstanding at December 31, 2000, 41,140 options were vested and exercisable at a weighted average exercise price of $7.33 per share. Of the 159,036 options outstanding at December 31, 2001, 70,259 were vested and exercisable at a weighted average exercise price of $9.86 per share. Of the 224,657 options outstanding at December 31, 2002, 160,347 were vested and exercisable at a weighted average exercise price of $13.09 per share.
 
    A summary of the status of the Company’s stock option plans at December 31, 2002, 2001 and 2000, and changes during the years ended on those dates is presented below:

                           
      December 31,
     
      2002   2001   2000
     
 
 
Options outstanding at beginning of year
    159,036       43,396       64,456  
 
Granted
    7,500       118,370       ––  
 
Exercised
    (7,156 )     (2,730 )     (21,060 )
 
Forfeited
    (5,861 )     ––       ––  
 
Issued in acquisition of CSB
    71,138       ––       ––  
 
   
     
     
 
Options outstanding at end of year
    224,657       159,036       43,396  
 
   
     
     
 
Options exercisable at end of year
    160,347       70,259       41,140  
 
   
     
     
 
Weighted-average fair value of options granted during the year per share
  $ 5.75     $ 3.87     $ ––  
 
   
     
     
 

    The fair value of each option grant is estimated on the date of grant using the Black-Shole’s model. The following variables were used: ten year U.S. government treasury rates for the risk free rate at the date of grant; dividend yield was calculated by dividing the dividend paid during the year of grant by the fair value of the underlying stock as of the grant date; expected volatility of 13%; and an expected life of 10 years.

81 (Continued)


Table of Contents

CENTERSTATE BANKS OF FLORIDA, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

December 31, 2002 and 2001

    The following table summarizes information about stock options outstanding at December 31, 2002:

                                     
                                Weighted
    Number   Weighted   Weighted   Number   average exercise
    outstanding at   Remaining   average   exercisable at   price at
Range of   December 31,   Contractual   exercise   December 31,   December 31,
exercise prices   2002   Life   price   2002   2002

 
 
 
 
 
$6.17 — $9.26     19,624     35 months   $ 7.08       19,624     $ 7.08  
$9.27 — $13.91     123,395     97 months   $ 12.72       66,210     $ 12.64  
$13.92 — $19.80     81,638     94 months   $ 15.41       74,513     $ 15.07  

(13)   Employee Benefit Plan
 
    Substantially all of the subsidiary banks employees are covered under the Company’s 401(k) compensation and incentive plan. Employees are eligible to participate in the plan after completing six months of continuous employment. The Company contributes an amount equal to a certain percentage of the employees’ contributions based on the discretion of the Board of Directors. In addition, the Company may also make additional contributions to the plan each year, subject to profitability and other factors, and based solely on the discretion of the Board of Directors.
 
    For the years ended December 31, 2002, 2001 and 2000, the Company’s contributions to the plan were $261, $258 and $183, respectively.

82 (Continued)


Table of Contents

CENTERSTATE BANKS OF FLORIDA, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

December 31, 2002 and 2001

(14)   Parent Company Only Financial Statements
 
    Condensed financial statements of CenterState Banks of Florida, Inc. (parent company only) follow:

                   
Condensed Balance Sheet
December 31, 2002 and 2001

 
Assets:
  2002   2001
   
 
Cash and due from banks
  $ 614     $ 306  
Investment in wholly-owned bank subsidiaries
    41,934       27,460  
Prepaid expenses and other assets
    86       125  
 
   
     
 
 
Total assets
  $ 42,634     $ 27,891  
 
   
     
 
 
Liabilities:
               
Accounts payable and accrued expenses
    319       174  
Amount payable to shareholders
    2,400        
 
   
     
 
 
Total liabilities
    2,719       174  
 
Shareholders’ Equity:
               
Common stock
    34       28  
Additional paid-in capital
    26,036       15,450  
Retained earnings
    13,523       11,719  
Accumulated other comprehensive income
    322       520  
 
   
     
 
 
Total shareholders’ equity
    39,915       27,717  
 
   
     
 
 
Total liabilities and shareholders’ equity
  $ 42,634     $ 27,891  
 
   
     
 
                         
Condensed Statements of Operations
Years ended December 31, 2002, 2001 and 2000

    2002   2001   2000
   
 
 
Other income
  $ 8     $     $  
Operating expenses
    631       420       593  
 
   
     
     
 
Loss before equity in net earnings of subsidiaries
    (623 )     (420 )     (593 )
Equity in net earnings of subsidiaries (net of income tax expense of $1,635, $1,659 and $1,454 at December 31, 2002, 2001 and 2000, respectively)
    2,763       2,785       2,384  
 
   
     
     
 
Net income before taxes
    2,140       2,365       1,791  
Income tax benefit
    (229 )     (151 )     (117 )
 
   
     
     
 
Net income
  $ 2,369     $ 2,516     $ 1,908  
 
   
     
     
 

83


Table of Contents

CENTERSTATE BANKS OF FLORIDA, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

December 31, 2002 and 2001

Condensed Statements of Cash Flows
Years ended December 31, 2002, 2001 and 2000

                                 
            2002   2001   2000
           
 
 
Cash flows used in operating activities:
                       
 
Net income
  $ 2,369     $ 2,516     $ 1,908  
 
Tax deduction in excess of book deduction on options exercised
    10       7       ––  
 
Adjustments to reconcile net income to net cash used in operating activities:
                       
     
Equity in net earnings of subsidiaries
    (2,763 )     (2,785 )     (2,384 )
     
Increase in accounts payable and accrued expenses
    145       63       111  
     
Decrease (increase) in other assets
    39       (22 )     (103 )
 
   
     
     
 
       
Net cash flows used in operating activities
    (200 )     (221 )     (468 )
 
   
     
     
 
Cash flows provided by investing activities:
                       
 
Merger transaction cost
    (120 )     ––       ––  
 
Dividend received from subsidiaries
    1,155       938       998  
 
   
     
     
 
       
Net cash flows provided by investing activities
    1,035       938       998  
 
 
   
     
     
 
Cash flows used in financing activities:
                       
 
Stock options exercised
    38       17       ––  
 
Dividends paid to shareholders
    (565 )     (507 )     (451 )
 
   
     
     
 
       
Net cash flows used in operating activities
    (527 )     (490 )     (451 )
 
   
     
     
 
       
Net increase in cash and cash equivalents
    308       227       79  
Cash and cash equivalents at beginning of year
    306       79       ––  
 
   
     
     
 
Cash and cash equivalents at end of year
  $ 614     $ 306     $ 79  
 
   
     
     
 
Supplemental disclosure of noncash activities:
                       
 
Market value adjustment – investment securities available for sale:
                       
     
Market value adjustment – investment securities
  $ (327 )   $ 584     $ 674  
     
Deferred income tax asset (liability)
    129       (221 )     (252 )
 
   
     
     
 
     
Unrealized (loss) gain on investment securities available for sale, net
  $ (198 )   $ 363     $ 422  
 
 
   
     
     
 
 
Issuance of common stock for net assets of bank subsidiaries
  $ 10,544     $ ––     $ 23,479  
 
   
     
     
 

84 (Continued)


Table of Contents

CENTERSTATE BANKS OF FLORIDA, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

December 31, 2002 and 2001

(15) Credit Commitments

    The Company has outstanding at any time a significant number of commitments to extend credit. These arrangements are subject to strict credit control assessments and each customer’s credit worthiness is evaluated on a case-by-case basis. A summary of commitments to extend credit and standby letters of credit written at December 31, 2002 and 2001, are as follows:

                 
    December 31,
   
    2002   2001
   
 
Standby letters of credit
  $ 1,085     $ 1,271  
Available lines of credit
    40,304       26,600  
Unfunded loan commitments – fixed
    8,786       4,795  
Unfunded loan commitments – variable
    10,414       3,552  

    Because many commitments expire without being funded in whole or part, the contract amounts are not estimates of future cash flows.
 
    Credit risk represents the accounting loss that would be recognized at the reporting date if counterparties failed completely to perform as contracted. The credit risk amounts are equal to the contractual amounts, assuming that the amounts are fully advanced and that the collateral or other security is of no value.
 
    The Company’s policy is to require customers to provide collateral prior to the disbursement of approved loans. The amount of collateral obtained, if it is deemed necessary by the Company upon extension of credit, is based on management’s credit evaluation of the counterparty. Collateral held varies but may include accounts receivable, inventory, real estate and income providing commercial properties.
 
    Standby letters of credit are contractual commitments issued by the Company to guarantee the performance of a customer to a third party. The credit risk involved in issuing letters of credit is essentially the same as that involved in extending loan facilities to customers.
 
    Outstanding commitments are deemed to approximate fair value due to the variable nature of the interest rates involved and the short-term nature of the commitments.

(16) Concentrations of Credit Risk

    Most of the Company’s business activity is with customers located within Osceola, Pasco, and Polk Counties and portions of adjacent counties. The majority of commercial and mortgage loans are granted to customers residing in these areas. Generally, commercial loans are secured by real estate, and mortgage loans are secured by either first or second mortgages on residential or commercial property. As of December 31, 2002, substantially all of the Company’s loan portfolio was secured. Although the Company has a diversified loan portfolio, a substantial portion of its debtors’ ability to honor their contracts is dependent upon the economy of Osceola, Pasco and Polk Counties and portions of adjacent counties. The Company does not have significant exposure to any individual customer or counterparty other than disclosed in note 6.

85 (Continued)


Table of Contents

CENTERSTATE BANKS OF FLORIDA, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

December 31, 2002 and 2001

(17) Basic and Diluted Earnings Per Share

     Basic and diluted earnings per share are calculated as follows:

                             
        2002   2001   2000
       
 
 
Numerator for basic and diluted earnings per share:
                       
 
Net income
  $ 2,369     $ 2,516     $ 1,908  
 
   
     
     
 
Denominator:
                       
 
Denominator for basic earnings per share - - weighted-average shares
    2,823,213       2,817,240       2,811,651  
 
Effect of dilutive securities:
                       
   
Employee stock options
    55,557       22,674       15,053  
 
   
     
     
 
 
Denominator for diluted earnings per share - - adjusted weighted-average shares
    2,878,770       2,839,914       2,826,704  
Basic earnings per share
  $ 0.84     $ 0.89     $ 0.68  
Diluted earnings per share
  $ 0.82     $ 0.89     $ 0.67  

(18) Merger

    The Company acquired CenterState Bank of Florida (“CSB”), a $75 million independent commercial bank located in Winter Haven, Florida, at the close of business on December 31, 2002. The purchase price was a combination of stock and cash approximating $13.1 million. CSB stockholders received $2.40 cash and 0.53631 share of the Company’s common stock for each share of CSB common stock. The transaction was accounted for using the purchase method of accounting. Below is CSB’s condensed balance sheet immediately prior to the merger and immediately subsequent to the merger as of the merger date, December 31, 2002.

                 
    Pre merger   Post merger
    Dec 31, 2002   Dec 31, 2002
   
 
Cash and due from banks
  $ 2,945     $ 2,945  
Federal funds sold and money market
    8,616       8,616  
Investments available for sale, at fair value
    8,715       8,715  
Loans
    50,061       50,061  
Allowance for loan losses
    (675 )     (675 )
Bank premises and equipment, net
    4,417       4,417  
Goodwill
          4,308  
Core deposit intangible
          739  
All other assets
    1,371       1,293  
 
   
     
 
TOTAL ASSETS
  $ 75,450     $ 80,419  
 
   
     
 
Deposits
  $ 62,886     $ 63,416  
Securities sold under agreement to repurchase
    3,616       3,616  
Other liabilities
    323       323  
Stockholders’ Equity
    8,625       13,064  
TOTAL LIABILITIES AND STOCKHOLDERS EQUITY
  $ 75,450     $ 80,419  
 
   
     
 

    The pro-forma condensed consolidated statements of operations for 2002 and 2001 are shown below. These statements combine the Company’s actual consolidated statements of operations and CSB’s statements of operations as if the Companies had been combined effective January 1, 2001.

86


Table of Contents

CENTERSTATE BANKS OF FLORIDA, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

December 31, 2002 and 2001

                 
    Pro-forma   Pro-forma
(in thousands of dollars)   2002   2001

 
 
Total interest income
  $ 24,468     $ 26,004  
Total interest expense
    (8,372 )     (11,208 )
 
   
     
 
Net interest income
    16,096       14,796  
Provision for loan losses
    (910 )     (618 )
 
   
     
 
Net interest income after provision for loan losses
    15,186       14,178  
Non-interest income
    3,955       3,220  
Non-interest expense
    (16,277 )     (13,808 )
 
   
     
 
Income before income taxes
    2,864       3,590  
Income taxes
    (1,059 )     (1,358 )
Net income
  $ 1,805     $ 2,232  
 
   
     
 

87


Table of Contents

SIGNATURES

     Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has caused this report to be duly signed on its behalf by the undersigned, thereunto duly authorized, in the City of Winter Haven, State of Florida, on the 17th day of March, 2003.

         
    CenterState BANKS OF FLORIDA, INC.
         
         
    /s/ James H. White    
   
   
    James H. White
Chairman of the Board
   
         
    /s/ E. S. “Ernie” Pinner    
   
   
    E. S. “Ernie” Pinner
President and Chief Executive
Officer
   
         
    /s/ James J. Antal    
   
   
    James J. Antal
Senior Vice President and Chief
Financial Officer
(Principal financial officer and
principal accounting officer)
   

     Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on March 17, 2003.

     
Signature   Title

 
/s/ James H. White

James H. White
  Chairman of the Board
 
/s/ E. S. “Ernie” Pinner

E. S. “Ernie” Pinner
  President and Chief Executive Officer and Director

88


Table of Contents

     
Signature   Title

 
 
/s/ G. Robert Blanchard, Sr.

G. Robert Blanchard, Sr.
  Director
 
/s/ James H. Bingham

James H. Bingham
  Director
 
/s/ Terry W. Donley

Terry W. Donley
  Director
 
/s/ Bryan W. Judge

Bryan W. Judge
  Director
 
/s/ Samuel L. Lupfer, IV

Samuel L. Lupfer, IV
  Director
 
/s/ Lawrence W. Maxwell

Lawrence W. Maxwell
  Director
 
/s/ Thomas E. Oakley

Thomas E. Oakley
  Director
 
/s/ J. Thomas Rocker

J. Thomas Rocker
  Director

89


Table of Contents

CERTIFICATIONS

I, Ernest S. Pinner, certify, that:

1.   I have reviewed this annual report on Form 10-K of CenterState Banks of Florida, Inc.
 
2.   Based on my knowledge, the annual 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 annual report;
 
3.   Based on my knowledge, the financial statements, and other financial information included in this annual 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 annual 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-14 and 15d-14) for the registrant and we have:

  a.   designed such disclosure controls and procedures to ensure that material information relating to the registrant, including our consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this annual report is being prepared;
 
  b.   evaluated the effectiveness of the registrant’s disclosure controls and procedures as of a date within 90 days prior to the filing date of this annual report (the “Evaluation Date”); and
 
  c.   presented in this annual report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;

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

  a.   all significant deficiencies in the design or operation of the internal controls which could adversely affect the registrant’s ability to record, process, summarize and report financial data and have identified for the registrant’s auditors any material weaknesses in internal controls; and
 
  b.   any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls; and

6.   The registrant’s other certifying officer and I have indicated in this annual report whether or not there were significant changes in internal controls or in other factors that could significantly affect the internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

             
Date: March 17, 2003       By: /s/ Ernest S. Pinner
           
            Ernest S. Pinner, President and Chief Executive Officer

90


Table of Contents

I, James J. Antal, certify, that:

1.   I have reviewed this annual report on Form 10-K of CenterState Banks of Florida, Inc.
 
2.   Based on my knowledge, the annual 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 annual report;
 
3.   Based on my knowledge, the financial statements, and other financial information included in this annual 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 annual 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-14 and 15d-14) for the registrant and we have:

  a.   designed such disclosure controls and procedures to ensure that material information relating to the registrant, including our consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this annual report is being prepared;
 
  b.   evaluated the effectiveness of the registrant’s disclosure controls and procedures as of a date within 90 days prior to the filing date of this annual report (the “Evaluation Date”); and
 
  c.   presented in this annual report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;

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

  a.   all significant deficiencies in the design or operation of the internal controls which could adversely affect the registrant’s ability to record, process, summarize and report financial data and have identified for the registrant’s auditors any material weaknesses in internal controls; and
 
  b.   any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls; and

6.   The registrant’s other certifying officer and I have indicated in this annual report whether or not there were significant changes in internal controls or in other factors that could significantly affect the internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

             
Date: March 17, 2003       By: /s/ James J. Antal
           
            James J. Antal, Senior Vice President and
Chief Financial Officer

91


Table of Contents

CenterState Banks of Florida, Inc.
Form 10-K
For Fiscal Year Ending December 31, 2002

EXHIBIT INDEX

             
Exhibit       Page
No.   Exhibit   No.

 
 
13.1   Financial Statements of CenterState Banks of Florida, Inc. and subsidiaries
     
21.1   Subsidiaries of the Registrant
     
23.1   Consent of KPMG LLP
     
99.1   Certification of President and Chief Executive Officer
     
99.2   Certification of Chief Financial Officer