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SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC  20549

FORM 10-Q

[X]  Quarterly report pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934

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 $.10

    (Title of class)

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

YES [X]

NO [  ]

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act).

YES [X]

NO [  ]

Indicate the number of shares outstanding of each of the registrant's classes of common stock as of September 30, 2004:

Common Stock, $.10 Par Value - 15,441,560 shares

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INDEX

SEACOAST BANKING CORPORATION OF FLORIDA

Part I

FINANCIAL INFORMATION

PAGE #

Item 1.

Financial Statements (Unaudited)

Condensed consolidated balance sheets -

September 30, 2004 and December 31, 2003

3 - 4

Condensed consolidated statements of income -

Nine months and three months ended September 30,

2004 and 2003

5

Condensed consolidated statements of cash flows -

Nine months ended September 30, 2004 and 2003

6 - 7

Notes to condensed consolidated financial statements

8 - 11

Item 2.

Management's Discussion and Analysis of Financial

Condition and Results of Operations

12 - 26

Item 3.

Quantitative and Qualitative Disclosures about Market Risk

27

Item 4.

Evaluation of Disclosure Controls and Procedures

28

Part II

OTHER INFORMATION

Item 2.

Changes in Securities, Use of Proceeds and Issuer Purchases

 of Equity Securities

29

Item 6.

Exhibits and Reports on Form 8-K

30

SIGNATURES

31

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Part I.  FINANCIAL INFORMATION

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)

Seacoast Banking Corporation of Florida and Subsidiaries

#

CONDENSED CONSOLIDATED BALANCE SHEETS (continued)

(Unaudited)

Seacoast Banking Corporation of Florida and Subsidiaries

Note:  The balance sheet at December 31, 2003 has been derived from the audited financial statements at that date.  See notes to condensed consolidated financial statements.

#

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(Unaudited)                              

Seacoast Banking Corporation of Florida and Subsidiaries

See notes to condensed consolidated financial statements.

#

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

Seacoast Banking Corporation of Florida and Subsidiaries

#

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (continued) (Unaudited)

Seacoast Banking Corporation of Florida and Subsidiaries

See notes to condensed consolidated financial statements.

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) SEACOAST BANKING CORPORATION OF FLORIDA AND SUBSIDIARIES

NOTE A - BASIS OF PRESENTATION

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States for interim financial information and with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X.  Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements.  In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included.  Operating results for the nine-month period ended September 30, 2004, are not necessarily indicative of the results that may be expected for the year ending December 31, 2004.  For further information, refer to the consolidated financial statements and footnotes thereto included in the Company's annual report o n Form 10-K for the year ended December 31, 2003.

Use of Estimates:  The preparation of these financial statements required the use of certain estimates by management in determining the Company’s assets, liabilities, revenues and expenses.  Actual results could differ from those estimates.

Recently Issued Accounting Pronouncements: In December 2003, the American Institute of Certified Public Accountants (AICPA) issued Statement of Position (SOP) 03-3, “Accounting for Loans or Certain Debt Securities Acquired in a Transfer”.  The SOP addresses accounting for differences between contractual cash flows and cash flows expected to be collected from an investor’s initial investment in loans or debt securities acquired in a transfer if those differences relate to a deterioration of credit quality.  The SOP also prohibits companies from “carrying over” or creating a valuation allowance in the initial accounting for loans acquired that meet the scope criteria of the SOP.  The SOP is effective for loans acquired in fiscal years beginning after December 15, 2004.

In March 2004, the FASB issued a Proposed Statement, “Share-Based Payment”, which would amend SFAS No. 123, “Accounting for Stock-Based Compensation” and SFAS No. 95, “Statement of Cash Flows”.  If finalized, the Statement would be effective for fiscal years beginning after December 15, 2004.  The Proposed Statement would require companies to recognize as expense the fair value of stock options and other certain equity-based compensation to employees.  Further, the proposed amendment provides accounting guidance for employee share purchase plans, modification of equity-based awards, and excess tax benefits related to equity-based awards.  If finalized as proposed, the Company does not expect adoption of the Proposed Statement to have a material impact on the Company’s financial position or results of operations.

The Company has reviewed SEC Staff Accounting Bulletin 105 and determined that the Company’s policies for loan commitments accounted for as derivative instruments are in compliance with the Staff’s views and the application of SAB 105 did not have a material impact on the Company’s financial statements.

In March 2004, the FASB issued EITF No. 03-1, “The Meaning of Other-Than-Temporary Impairment and its Application to Certain Investments” which provides guidance for evaluating whether an investment is other-than-temporarily impaired and was effective for other-than-temporary impairment evaluations made in reporting periods beginning after June 15, 2004.  However, the guidance contained in paragraphs 10-20 has been delayed.  The disclosures continue to be effective in annual financial statements for fiscal years ending after December 15, 2003, for investments accounted for under Statements 115 and 124.  For all other investments within the scope of this issue, the disclosures continue to be effective in annual financial statements for fiscal years ending after June 15, 2004.  The additional disclosures for cost method investments continue to be effective for fiscal years ending aft er June 15, 2004.

NOTE B - COMPREHENSIVE INCOME

At September 30, 2004 and 2003, comprehensive income was as follows:

NOTE C – DERIVATIVE FINANCIAL INSTRUMENTS

Derivative financial instruments, such as interest rate swaps and forward contracts are valued at quoted market prices or using the discounted cash flow method.  The estimated fair value and carrying value of the Company’s interest rate swaps and financial derivatives, utilized for asset and liability management purposes, were included in the condensed consolidated balance sheet at September 30, 2004, as follows:

The above changes in fair value of derivative financial instruments did not have a material effect on net income.  A total of $106,000 was recorded to other comprehensive income, net of taxes of $66,000 for the nine months ended September 30, 2004.

NOTE D – BASIC AND DILUTED EARNINGS PER COMMON SHARE

NOTE E – CONTINGENCIES

The Company and its subsidiaries are subject, in the ordinary course, to litigation incident to the businesses in which they are engaged.  Among these is an action against the bank subsidiary with respect to a deposit account that allegedly was utilized by a former customer to improperly cash checks (the “Check Claims”).  Plaintiffs seek compensatory damages of $900,000 and have requested a jury trial.  The Company’s management has reviewed the Check Claims with its counsel, and while the ultimate outcome of the Check Claims cannot be predicted and no possible range of loss can be estimated, management presently believes that none of the legal proceedings to which it is a party, including the Check Claims, are likely to have a material adverse effect on the Company’s consolidated financial position, operating results or cash flows, although no assurance can be given with respe ct to the ultimate outcome of any such claim or litigation.

NOTE F – STOCK OPTIONS

The Company accounts for its stock option awards under APB Opinion No. 25 and therefore no compensation cost has been recognized.  Had compensation cost for stock options granted been determined consistent with FASB Statement No. 123, the Company’s net income and earnings per share would have been reduced to the following pro forma amounts:

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Item 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS

THIRD QUARTER 2004

The following discussion and analysis is designed to provide a better understanding of the significant factors related to the Company's results of operations and financial condition.  Such discussion and analysis should be read in conjunction with the Company's Condensed Consolidated Financial Statements and the notes attached thereto.

EARNINGS SUMMARY

Net income for the third quarter of 2004 totaled $3,880,000 or $0.25 per share diluted, compared to $3,886,000 or $0.25 per share diluted recorded in the second quarter of 2004 and $3,625,000 or $0.23 per share diluted in the first quarter of 2004, and was higher than the $3,415,000 or $0.22 per share diluted reported in the third quarter of 2003.  

Return on average assets was 1.09 percent and return on average shareholders' equity was 14.13 percent for the third quarter of 2004, compared to second quarter 2004 results of 1.11 percent and 14.39 percent, respectively, first quarter 2004's performance of 1.05 percent and 13.31 percent, respectively, and the prior year's third quarter results of 1.04 percent and 13.27 percent, respectively.

NET INTEREST INCOME

Net interest income (on a fully taxable equivalent basis) for the third quarter of 2004 totaled $13,498,000, $3,073,000 or 29.5 percent more than for 2003’s third quarter and $714,000 or 5.6 percent higher than second quarter 2004’s result.  Net interest margin on a tax equivalent basis increased 66 basis points over the last twelve months to 3.97 percent for the third quarter of 2004 and was up 13 basis points from 3.84 percent in the second quarter of 2004.  The following table details net interest income and margin results (on a tax equivalent basis) for the past five quarters:

The yield on earning assets for the third quarter of 2004 was 5.02 percent, 46 basis points higher than the same period results in 2003, reflecting an improving earning assets mix in 2004.  The following table details the yield on earning assets (on a tax equivalent basis) for the past five quarters:

The yield on loans declined 36 basis points to 5.99 percent over the last twelve months.  Partially offsetting this decline was an increase in the yield on investment securities of 93 basis points year over year to 3.51 percent.  In addition, average earning assets for the third quarter of 2004 increased $101.3 million or 8.1 percent compared to the third quarter in 2003.  Average loan balances grew $165.4 million (or 25.0 percent) to $827.9 million, average federal funds sold decreased $6.1 million to $1.2 million, and average investment securities declined $58.0 million (or 10.0 percent) to $520.8 million.  The increase in loans was principally in commercial real estate loans, in part reflecting the Company’s successful de novo expansion into northern Palm Beach County.  Loan originations in this new market total $123.7 million with $78.6 million in net loans funded during the pa st year.  The addition of two full service branches in Palm Beach County in late 2004 will further assist in expanding the Company’s loan origination capabilities in this new market.  At September 30, 2004, commercial lenders in this market have originated a total of $114 million in loans during 2004 (including unfunded commitments) and, as of September 30, 2004, this market has a pipeline of $74 million.

Closed residential loan production during the third quarter of 2004 totaled $40.7 million, of which $19.7 million was sold servicing released to manage interest rate risk and to generate fee income.  A total of $181.6 million in residential mortgages have been originated during the nine months ended September 30, 2004, compared to $208.7 million during the same period in 2003.  Residential production was disrupted for approximately two weeks in September 2004 by two hurricanes that directly hit the Company’s markets and resulted in fewer applications processed for the month.  This could result in lower production and fee income in the fourth quarter 2004.

Year over year the mix of earning assets has improved slightly.  Loans (the highest yielding component of earning assets) as a percentage of average earning assets totaled 61.3 percent for the third quarter of 2004 compared to 53.1 percent a year ago, while securities decreased from 46.4 percent to 38.6 percent.  In addition to increasing total loans as a percentage of earning assets, the Company successfully changed the mix of loans, with commercial volumes increasing as a percentage of total loans and lower yielding long term residential loan balances declining (see “Loan Portfolio”).

Lower cost interest bearing deposits (NOW, savings and money market balances) increased to 56.4 percent of interest bearing liabilities, versus 51.3 percent a year ago, favorably affecting deposit mix.  Borrowings (including federal funds purchased, sweep repurchase agreements with customers of the Company’s subsidiary, and other borrowings) decreased to 10.3 percent of interest bearing liabilities for the third quarter of 2004 from 11.7 percent a year ago, reflecting a decline in FHLB borrowings.

The cost of interest-bearing liabilities in the third quarter of 2004 increased 7 basis points to 1.37 percent from second quarter 2004 but was 21 basis points lower than for third quarter 2003 as a result of the impact of the Federal Reserve increasing short-term interest rates by 75 basis points.  The following table details the cost of interest-bearing liabilities for the past five quarters:

The average aggregated balance for NOW, savings and money market balances increased $80.9 million or 16.0 percent to $587.8 million from third quarter 2003 and average noninterest bearing deposits increased $45.1 million or 21.9 percent to $250.9 million, while average certificates of deposit declined $18.2 million or 5.0 percent to $347.3 million.  Growth in low-cost/no cost funding sources reflects the Company’s longstanding strategy of building core customer relationships and tailoring its products and services to satisfy customer needs.  Average short-term borrowings (principally sweep repurchase agreements with customers of the Company’s subsidiary bank) also increased, by $17.4 million to $68.0 million for the third quarter of 2004, versus a year ago.

PROVISION FOR LOAN LOSSES

A provision for loan losses of $250,000 was recorded in the third quarter of 2004, compared to $150,000 in the first and second quarter of 2004 (a total of $550,000 year to date).  Over the past few years, the Company intentionally reduced the relative size of its long term fixed rate residential loan portfolio while continuing to grow its commercial (primarily real estate secured) and consumer portfolios and as a result, until recently, overall loan growth had been negative.  This, combined with stable to improved asset quality, negated the need for any provisions for loan losses until the first three quarters of 2004.  Net charge-offs totaled $213,000 for the first nine months of 2004 compared to $686,000 in 2003.  Net charge-offs annualized as a percent of average loans were at 0.04 percent for the first nine months of 2004, compared to 0.14 percent for the same period in 2003 and 0.10 pe rcent for the total year in 2003.  These ratios are better than the banking industry as a whole over comparable periods.

As the Company’s loan portfolio continues to grow, increased loan loss provisions may result as the increased exposure to higher risk credits could result in greater inherent losses in the loan portfolio.  In addition to loan mix, the overall level of net charge-offs can be impacted by a decline in economic activity.  Management believes that its credit granting process contains a disciplined approach that mitigates risks and lowers the likelihood of significant charge-offs or nonperforming loans during economic slowdowns.  The Company believes the economic impacts from the two hurricanes that hit its markets will not have a material impact on the Company’s asset quality over the near term.

Management determines the provision for loan losses charged to operations by constantly analyzing and monitoring delinquencies, nonperforming loans and the level of outstanding balances for each loan category, as well as the amount of net charge-offs, and by estimating losses inherent in its portfolio. While the Company's policies and procedures used to estimate the provision for loan losses charged to operations are considered adequate by management and are reviewed from time to time by the Office of the Comptroller of the Currency (OCC), there exist factors beyond the control of the Company, such as general economic conditions both locally and nationally, which make management's judgment as to the adequacy of the provision necessarily approximate and imprecise. ( See “Nonperforming Assets” and “Allowance for Loan Losses”)

NONINTEREST INCOME

Noninterest income, excluding gains and losses from securities sales, totaled $4,830,000 for the third quarter of 2004, $240,000 or 4.7 percent lower than for the second quarter of 2004 and $467,000 or 8.8 percent lower than for the third quarter of 2003.  Noninterest income accounted for 26.4 percent of net revenue (net interest income and noninterest income excluding security gains and losses) in the third quarter 2004 compared to 33.8 percent a year ago.  Noninterest income for the third quarter of 2004 and 2003, and the second quarter of 2004 is detailed as follows:

Revenues from the Company’s financial services businesses have rebounded during 2004.  While brokerage commissions and fees declined $148,000 from the second quarter of 2004, revenue for the third quarter of 2004 was higher by $159,000 or 43.6 percent year over year and was $539,000 or 39.3 percent greater year over year for the first nine months.  Trust income was slightly higher, increasing $39,000 or 7.5 percent from the second quarter of 2004 and $62,000 from a year ago for the same quarter, and was up slightly year over year for the first nine months.

The Company is among the leaders in the production of residential mortgage loans in its market.  For the first nine months, mortgage originations compared to the same period in the prior year were $27 million or 13 percent lower and loans sold declined by $108 million.  Fewer loans have been sold in 2004 as more production has been in adjustable rate mortgages that have been retained in the Company’s loan portfolio.  Compared to the third quarter 2003, mortgage banking revenues were $575,000 lower for the three months ended September 30, 2004.  The Company’s expansion into northern Palm Beach County, as well as the addition of a loan production office in Brevard County that opened during the current quarter, should improve the Company’s mortgage origination capabilities.  

Service charges on deposits were $78,000 lower year over year for the third quarter and $296,000 or 8.0 percent lower for the first nine months compared to a year ago.  Overdraft fees trended higher during the third quarter 2004, increasing $71,000 or 9.1 percent from the second quarter 2004, but were the primary cause for the decline year over year in service charges for the first nine months of 2004, decreasing $214,000 or 8.8 percent versus a year ago.  As indicated by third quarter 2004’s improved result over second quarter, new protocols in place with the company’s third party processing vendor are expected to generate higher overdraft fees, favorably impacting total services charges on deposits prospectively.

In the third quarter 2004, marine finance fees from the sale of marine loans declined $263,000 or 29.1 percent compared to the 2003 third quarter, and were $354,000 or 35.6 percent lower than for the second quarter of 2004.  The Company’s marine finance division (Seacoast Marine Finance) produced $41.1 million in marine loans during the third quarter of 2004, compared to $52.3 million in the second quarter of 2004 and $54.5 million in the third quarter of 2003.  Of the production in the third quarter 2004, $8.9 million was not sold and instead was recorded to the Company’s marine portfolio, reducing marine finance fees from the sale of marine loans for the third quarter.  

Merchant income for the third quarter of 2004 was $98,000 or 24.2 percent higher than for the third quarter of 2003.  Merchant income as a source of revenue is dependent upon the volume of credit card transactions that occur with merchants who have business demand deposits with the Company’s banking subsidiary.  The Company’s expansion into new markets had positively impacted the growth of business demand deposits at September 30, 2004, which were higher by $27.1 million or 24.9 percent year over year, and had also resulted in increased merchant income.

NONINTEREST EXPENSES

When compared to 2003, noninterest expenses for the third quarter increased by $1,359,000 or 12.7 percent to $12,027,000.  Compared to the second quarter of 2004, total noninterest expenses were $407,000 or 3.5 percent higher.  Expenses associated with the hurricanes (Frances and Jeanne) contributed approximately $250,000 to the increase in the third quarter of 2004, compared to both the second quarter of 2004 and last year for the third quarter.  

Salaries and wages increased $790,000 or 18.7 percent to $5,004,000 compared to the prior year third quarter.  Base salaries increased $541,000 or 12.8 percent and incentives were $249,000 higher, while commissions on revenue from brokerage activities were $88,000 higher.  A portion of the increase in base salaries was directly attributable to lending and branch personnel in the new Palm Beach County market ($127,000) and for lending personnel in the new loan production office in Brevard County ($51,000).  Key manager incentives and stock awards compensation (tied to specific Company performance measurements) were higher for 2004, representing $289,000 of the overall increase in incentives. Employee benefits increased $165,000 or 14.7 percent to $1,288,000 from the third quarter of 2003.  Higher payroll taxes and profit sharing accruals for the Company’s 401K plan of $37,000 and $116,00 0, respectively, were the primary causes for the increase.  

Outsourced data processing costs totaled $1,451,000 for the third quarter of 2004, an increase of $84,000 or 6.1 percent from a year ago.  The Company utilizes third parties for its core data processing system and merchant services processing.  Outsourced data processing costs are directly related to the number of transactions processed, which can be expected to increase as the Company’s business volumes grow and new products such as bill pay, internet banking, etc. become more popular.

Occupancy expenses and furniture and equipment expenses, on an aggregate basis, increased $165,000 or 11.6 percent to $1,593,000, versus third quarter results last year.  Of the increase, $56,000 was related to new Palm Beach County sites and $13,000 to the new loan production office in Brevard County.  Contributing to the increase, utility costs (including new trash removal services for shredding of sensitive information) grew $29,000 or 22.3 percent year over year.

Marketing expenses, including sales promotion costs, ad agency production and printing costs, newspaper and radio advertising, and other public relations costs associated with the Company’s efforts to market products and services, increased by $90,000 or 18.3 percent to $582,000 when compared to a year ago.  Newspaper advertising was $96,000 higher year over year, primarily due to additional costs for advertising in the new Palm Beach County market.

Legal and professional fees increased by $36,000 or 10.6 percent from a year ago to $375,000 for the third quarter of 2004.  Increasing over prior year were examination and audit fees, legal fees and other professional fees.

FINANCIAL CONDITION

CAPITAL RESOURCES

The Company's ratio of average shareholders' equity to average total assets during the third quarter of 2004 was 7.71 percent, compared to 7.84 percent during the third quarter of 2003.  The Company manages the size of its equity through a program of share repurchases of its outstanding Common stock.  In treasury stock at September 30, 2004, there were 1,662,090 shares totaling $16,686,000, compared to 1,778,373 shares or $17,841,000 a year ago.  

The risk-based capital minimum ratio for total capital to risk-weighted assets for “well-capitalized” financial institutions is 10 percent.  At September 30, 2004, the Company's ratio was 12.01 percent.

LOAN PORTFOLIO

Total loans (net of unearned income and excluding the allowance for loan losses) were $859,173,000 at September 30, 2004, $195,082,000 or 29.4 percent more than at September 30, 2003, and $150,381,000 or 21.2 percent more than at December 31, 2003.  The following table details loan portfolio composition at September 30, 2004, December 31, 2003 and September 30, 2003:

During the first nine months of 2004, $60.2 million of residential mortgage loans were sold compared to $167.8 million during the first nine months a year ago.  The Company also sold $122.6 million in marine loans (generated by Seacoast Marine Finance), compared to $138.4 million in the first nine months of 2003.  Over the past twelve months, $80.0 million in fixed rate residential loans and $154.0 million in marine loans have been sold.   The loan sales are without recourse.

The Company’s loan portfolio secured by commercial real estate has increased by $99,657,000 or 35.5 percent over the last twelve months.  The Company’s commercial real estate lending strategy stresses quality loan growth from local businesses, professionals, experienced developers and investors.  At September 30, 2004, the Company had commercial real estate loans outstanding balances totaling $380,183,000 or 44.2 percent of total loans (versus $280,526,000 or 42.2 percent a year ago).  The Company’s ten largest commercial real estate loans at September 30, 2004 aggregated to $130,751,000.  The amount of loans and unfunded commitments for commercial real estate were comprised of the following types of loans at September 30, 2004 and 2003:

Construction and land development loans increased $77,836,000 or 83.2 percent from a year ago to $171,351,000 at September 30, 2004.  Of this total, $123,885,000 is collateralized by commercial real estate and $47,466,000 by residential real estate.  In comparison, at September 30, 2003, $68,909,000 was collateralized by commercial real estate and $24,606,000 by residential real estate.  All of the commercial real estate construction and land development loans (with weighted average maturities of approximately 19 months) are included in the table above.  Some of the commercial real estate loans will convert to permanent financing as mortgages, while many of these loans will payoff, the source of repayment from the sale.  Strong demand in the Company’s market area and the rate of absorption of new real estate product have provided the opportunity for growth in these type loans, with expectations in the near term that growth may continue for the balance of 2004, perhaps moderating in 2005 if interest rates rise.

Commercial and financial loans increased and totaled $55,615,000 at September 30, 2004, compared to $41,934,000 a year ago.  Commercial lending activities are directed principally towards businesses whose demand for funds are within the Company’s lending limits, such as small to medium sized professional firms, retail and wholesale outlets, and light industrial and manufacturing concerns.

The Company was also a creditor for consumer loans to individual customers (including installment loans, loans for automobiles, boats, and other personal, family and household purposes) totaling $81,766,000 (versus $79,877,000 a year ago).  

The Treasure Coast is a residential community with commercial activity centered in retail and service businesses serving the local residents and seasonal visitors.  Real estate mortgage lending is an important segment of the Company's lending activities.  At September 30, 2004, approximately $142 million or 51 percent of the Company's residential mortgage loan balances were adjustable, compared to $106 million or 47 percent a year ago.  

Approximately $164.3 million of new residential loans were closed in the first nine months of 2004 and $60.2 million were sold. Loans secured by residential properties having fixed rates totaled approximately $138 million at September 30, 2004, of which 15- and 30-year mortgages totaled approximately $35 million and $33 million, respectively.  Remaining fixed rate balances were comprised of home improvement loans, most with maturities of 10 years or less.  In comparison, 15- and 30-year fixed rate residential mortgages at September 30, 2003 totaled approximately $44 million and $33 million, respectively.

Fixed rate and adjustable rate loans secured by commercial real estate, excluding construction loans, totaled approximately $94 million and $162 million, respectively, at September 30, 2004, compared to $80 million and $131 million, respectively, a year ago.  

At September 30, 2004, the Company had commitments to make loans (excluding unused home equity lines of credit) of $237,324,000, compared to $145,154,000 at September 30, 2003.  

ALLOWANCE FOR LOAN LOSSES

The allowance for loan losses totaled $6,497,000 at September 30, 2004, $357,000 higher than one year earlier and $337,000 higher than at December 31, 2003.  During the first nine months of 2004, net charge-offs totaled $213,000 which consisted of $60,000 for consumer loans and $192,000 for commercial loans, partially offset by recoveries on commercial real estate loans and credit cards of $14,000, and $25,000, respectively.  A year ago, net charge-offs of $686,000 were recorded during the first nine months.  

Consistent credit quality and historically low net charge-offs in all of the Company’s loan portfolios support an allowance for loan losses of 0.76 percent of total loans at September 30, 2004, a level lower than that found in many other banks.  This ratio was 0.92 percent at September 30, 2003 and 0.87 percent at December 31, 2003.  Over the past two years, the Company has intentionally reduced the relative size of its residential loan portfolio and as a result, until recently, overall loan growth has been negative.  This, combined with stable asset quality, negated the need for any provision for loan losses until the first quarter of 2004.  During the first, second and third quarter of 2004, the Company provided $150,000, $150,000 and $250,000 for loan losses ($550,000 in total year to date).

The model utilized to analyze the adequacy of the allowance for loan losses takes into account such factors as credit quality, loan concentrations, internal controls, audit results, staff turnover, local market economics and loan growth.   The resulting allowance is also reflective of the subsidiary bank’s favorable and consistent delinquency trends and historical loss performance.

In addition, it is believed that the lower credit risk is attributed to conservative, long-standing and consistently applied loan credit policies and to a knowledgeable, experienced and stable staff.  The allowance for loan losses represents management’s estimate of an amount adequate in relation to the risk of losses inherent in the loan portfolio.

Concentration of credit risk can affect the level of the allowance and typically involve loans to one borrower, an affiliated group of borrowers, borrowers engaged in or dependent upon the same industry, or a group of borrowers whose loans are predicated on the same type of collateral.  The Company’s significant concentration of credit is a collateral concentration of loans secured by real estate.  At September 30, 2004, the Company had $722 million in loans secured by real estate, representing 84.0 percent of total loans, up slightly from 81.6 percent at September 30, 2003.  In addition, the Company is subject to a geographic concentration of credit because it operates in southeastern Florida.  Although not material enough to constitute a significant concentration of credit risk, the Company has meaningful credit exposure to real estate developers and investors.  Levels of exposur e to this industry group, together with an assessment of current trends and expected future financial performance, are carefully analyzed in order to determine an adequate allowance level.  Problem loan activity for this exposure needs to be evaluated over the long term to include all economic cycles when determining an adequate allowance level.

While it is the Company’s policy to charge off in the current period loans in which a loss is considered probable, there are additional risks of future losses that cannot be quantified precisely or attributed to particular loans or classes of loans.  Because these risks include the state of the economy as well as conditions affecting individual borrowers, management’s judgment of the allowance is necessarily approximate and imprecise.  It is also subject to regulatory examinations and determinations as to adequacy, which may take into account such factors as the methodology used to calculate the allowance for loan losses and the size of the allowance for loan losses in comparison to a group of peer companies identified by the regulatory agencies.

NONPERFORMING ASSETS

At September 30, 2004, the Company's ratio of nonperforming assets to loans outstanding plus other real estate owned ("OREO") was 0.05 percent, compared to 0.48 percent one year earlier.

At September 30, 2004, there were $100,000 in accruing loans past due 90 days or more and no OREO was outstanding.  The commercial OREO property held at June 30, 2004 for $1,913,000 was sold during the third quarter of 2004 at a price $99,000 above its carrying value.  

Nonaccrual loans totaled $389,000 at September 30, 2004, compared to a balance of $1,196,000 at September 30, 2003.  Nonaccrual loans outstanding at September 30, 2004 that were performing with respect to payments totaled $283,000.  The performing loans were placed on nonaccrual status because the Company has determined that the collection of principal or interest in accordance with the terms of such loans is uncertain.  Of the amount reported in nonaccrual loans at September 30, 2004, 81 percent is secured with real estate, the remainder by other collateral.  Management does not expect significant losses for which an allowance for loan losses has not been provided associated with the ultimate realization of these assets.  

Nonperforming assets are subject to changes in the economy, both nationally and locally, changes in monetary and fiscal policies, and changes in conditions affecting various borrowers from the Company’s subsidiary bank.  No assurance can be given that nonperforming assets will not in fact increase or otherwise change.

SECURITIES

At September 30, 2004, the Company had $398,152,000 in securities available for sale and securities held to maturity were carried at an amortized cost of $69,845,000.  The Company's securities portfolio decreased $110,730,000 or 19.1 percent from September 30, 2003 and declined $97,092,000 or 17.2 percent from December 31, 2003.  Maturities and sales of securities of $100.6 million and $136.6 million, respectively, and purchases totaling $149.1 million were transacted during the first nine months of 2004.

Management controls the Company’s interest rate risk by maintaining a low average duration for the securities portfolio and with securities returning principal monthly that can be reinvested.  At September 30, 2004, the duration of the portfolio was 2.3 years.  As more and more short duration commercial and consumer loans populate the loan portfolio, thereby reducing the overall duration of the loan portfolio, the Company may begin to extend the duration of its securities portfolio.

Unrealized net securities losses of $3,081,000 at September 30, 2004, compared to net losses of $1,239,000 at September 30, 2003 and $4,882,000 at December 31, 2003.  Consensus market perception is that the Federal Reserve is likely to increase interest rates prospectively; a shifting yield curve has affected the market value of the securities portfolio during 2004.

Company management considers the overall quality of the securities portfolio to be high.  All securities held are traded in liquid markets.

DEPOSITS AND BORROWINGS

Total deposits increased $99,792,000 or 9.2 percent to $1,180,784,000 at September 30, 2004, compared to one year earlier.  Certificates of deposits decreased $9,441,000 or 2.6 percent to $348,347,000 over the past twelve months, lower cost interest bearing deposits (NOW, savings and money markets deposits) increased $69,822,000 or 13.6 percent to $582,255,000, and noninterest bearing demand deposits increased $39,411,000 or 18.7 percent to $250,182,000.  The Company’s success in marketing desirable products in this environment, in particular its array of money market and NOW product offerings, enhanced growth in lower cost interest bearing deposits.  Growth in business demand deposits of $27,107,000 and in personal demand deposits of $22,227,000 comprised most of the increase in noninterest bearing demand deposits.  The Company’s market extension into Palm Beach County approximate ly one year ago has aided the growth of noninterest bearing demand deposits.

Aggregated federal funds purchased and repurchase agreement balances decreased over the past twelve months by $1,917,000 or 3.0 percent to $61,829,000 at September 30, 2004.  Repurchase agreements are offered by the Company’s subsidiary bank to select customers who wish to sweep excess balances on a daily basis for investment purposes.  Repurchase agreement balances at September 30, 2004 totaled $48,829,000, compared to $ 53,746,000 at September 30, 2003.

INTEREST RATE SENSITIVITY

Fluctuations in rates may result in changes in the fair market value of the Company’s financial instruments, cash flows and net interest income.  This risk is managed using simulation modeling to calculate a most likely impact for interest rate risk utilizing estimated loan and deposit growth.  The objective is to optimize the Company’s financial position, liquidity, and net interest income while limiting their volatility.

Senior management regularly reviews the overall interest rate risk position and evaluates strategies to manage the risk.  The Company has determined that an acceptable level of interest rate risk would be for net interest income to fluctuate no more than 6 percent given a parallel change in interest rates (up or down) of 200 basis points.  The Company’s most recent ALCO model simulation indicated net interest income would decrease 1.0 percent if interest rates gradually rise 200 basis points over the next twelve months.  While management places a lower probability on significant rate declines after the Federal Reserve’s 25 basis point increases in June, August and September 2004 (a total of 75 basis points), the model simulation indicates net interest income would increase 1.1 percent over the next twelve months given a gradual decline in interest rates of 100 basis points.  It has been the Company's experience that non-maturity core deposit balances are stable and subjected to limited re-pricing when interest rates increase or decrease within a range of 200 basis points.

On September 30, 2004, the Company had a negative gap position based on contractual and prepayment assumptions for the next twelve months, with a negative cumulative interest rate sensitivity gap as a percentage of total earning assets of 19.7 percent compared to 26.6 percent at December 31, 2003.

The computations of interest rate risk do not necessarily include certain actions management may undertake to manage this risk in response to changes in interest rates.  Derivative financial instruments, such as interest rate swaps, options, caps, floors, futures and forward contracts may be utilized as components of the Company’s risk management profile.  

CRITICAL ACCOUNTING ESTIMATES

Management after consultation with the audit committee believes that the most critical accounting estimates which may affect the Company’s financial status and involve the most complex, subjective and ambiguous assessments are as follows:

The allowance and provision for loan losses, securities available for sale valuation and the valuation of goodwill.

Disclosures intended to facilitate a reader’s understanding of the possible and likely events or uncertainties known to management that could have a material impact on the reported financial information of the Company related to the most critical accounting estimates are as follows:

Allowance and Provision for Loan Losses

The information contained on pages 14-15 and 18-22 related to the “Provision for Loan Losses”, “Loan Portfolio”, “Allowance for Loan Losses” and “Nonperforming Assets” is intended to describe the known trends, events and uncertainties which could materially impact the company’s accounting estimates.

Securities Available for Sale

The fair value of the available for sale portfolio at September 30, 2004 was less than historical amortized cost, producing unrealized losses of $2,981,000.  The fair value of each security was obtained from independent pricing sources utilized by many financial institutions.  However, actual values can only be determined in an arms-length transaction between a willing buyer and seller that can, and often do, vary from these reported values.  Furthermore, significant changes in recorded values due to changes in actual and perceived economic conditions can occur rapidly, producing greater unrealized losses in the available for sale portfolio.

The credit quality of the Company’s security holdings is such that negative changes in the fair values, as a result of unforeseen deteriorating economic conditions, should only be temporary.  Further, management believes that the Company’s other sources of liquidity, as well as the cash flow from principal and interest payments from the securities portfolios, reduces the risk that losses would be realized as a result of needed liquidity from the securities portfolio.

Value of Goodwill

Beginning January 1, 2002, the Company’s goodwill is no longer amortized, but tested for impairment.  The amount of goodwill at June 30, 2004 totaled approximately $2.5 million and was acquired in 1995 as a result of the purchase of a community bank within the Company’s dominant market.  The Company has a commercial bank deposit market share of approximately 35 percent in this market, which had a population increase of over 25 percent during the past ten years.

The assessment as to the continued value for goodwill involves judgments, assumptions and estimates regarding the future.

The population is forecast by the Bureau of Economic and Business Research at the University of Florida to continue to grow at a 20 percent plus rate over the next ten years.  Our highly visible local market orientation, combined with a wide range of products and services and favorable demographics, has resulted in increasing profitability in all of the Company’s markets.  There is data available indicating that both the products and customers serviced have grown since the acquisition, which is attributable to the increased profitability and supports the goodwill value at September 30, 2004.

LIQUIDITY MANAGEMENT

Contractual maturities for assets and liabilities are reviewed to adequately maintain current and expected future liquidity requirements.  Sources of liquidity, both anticipated and unanticipated, are maintained through a portfolio of high quality marketable assets, such as residential mortgage loans, securities available for sale and federal funds sold.  The Company has access to federal funds and Federal Home Loan Bank (FHLB) lines of credit and is able to provide short term financing of its activities by selling, under an agreement to repurchase, United States Treasury and Government agency securities not pledged to secure public deposits or trust funds.  At September 30, 2004, the Company had available lines of credit of $183,281,000.   The Company had $285,513,000 of United States Treasury and Government agency securities and mortgage backed securities not pledged and available for use under repurchase agreements.

Liquidity, as measured in the form of cash and cash equivalents (including federal funds sold), totaled $39,359,000 at September 30, 2004 as compared to $41,174,000 at September 30, 2003.  Cash and cash equivalents vary with seasonal deposit movements and are generally higher in the winter than in the summer, and vary with the level of principal repayments and investment activity occurring in the Company's securities portfolio and loan portfolio.  The Company believes its liquidity to be strong and stable.

EFFECTS OF INFLATION AND CHANGING PRICES

The financial statements and related financial data presented herein 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 changes 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 have a more significant impact on a financial institution's performance than the general level of inflation.  However, 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.  Mortgage originations and refinancings tend to slow as interest rates increase, and likely will reduce the Company's earnings from such activities and the income from the sale of residential mortgage loans in the secondary market.

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SPECIAL CAUTIONARY NOTICE REGARDING FORWARD LOOKING STATEMENTS

This discussion and analysis contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934.  

Forward-looking statements, including statements with respect to our beliefs, plans, objectives, goals, expectations, anticipations, estimates and intentions, involve known and unknown risks, uncertainties and other factors, which may be beyond our control, and which may cause the actual results, performance or achievements of Seacoast Banking Corporation of Florida (“Seacoast” or the “Company”) to be materially different from future results, performance or achievements expressed or implied by such forward-looking statements.  You should not expect us to update any forward-looking statements.

You can identify these forward-looking statements through our use of words such as “may”, “will”, “anticipate”, “assume”, “should”, “indicate”, “would”, “believe”, “contemplate”, “expect”, “estimate”, “continue”, “point to”, “project”, “may”, “intend”, or other similar words and expressions of the future.  These forward-looking statements may not be realized 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 on the level and composition of deposits, loan demand, and the values of loan collateral, securities, and interest sensitive assets and liabilities; interest ra te risks; the effects of competition from other commercial banks, thrifts, mortgage banking firms, consumer finance companies, credit unions, securities brokerage firms, insurance companies, money market and other mutual funds and other financial institutions operating in the Company’s market area and elsewhere, including institutions operating regionally, nationally, and internationally, together with such competitors offering bank products and services by mail, telephone, computer and the Internet; the failure of assumptions underlying the establishment of reserves for possible loan losses, and the risks of mergers and acquisitions, including, without limitation, the related costs, including integrating operations as part of these transactions, and the failure to achieve the expected gains, revenue growth and/or expense savings from such transactions.

All written or oral forward-looking statements attributable to the Company are expressly qualified in their entirety by this Cautionary Notice including, without limitation, those risks and uncertainties, described in the Company’s annual report on Form 10-K for the year ended December 31, 2003 under “Special Cautionary Notice Regarding Forward Looking Statements”, and otherwise in the Company’s Securities and Exchange Commission (SEC) reports and filings.  Such reports are available upon request from Seacoast, or from the SEC, including the SEC’s website at http://www.sec.gov.

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Item 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

See Management’s discussion and analysis “Interest Rate Sensitivity”.

Market risk refers to potential losses arising from changes in interest rates, and other relevant market rates or prices.

Interest rate risk, defined as the exposure of net interest income and Economic Value of Equity (EVE) to adverse movements in interest rates, is Seacoast’s primary market risk, and mainly arises from the structure of the balance sheet (non-trading activities).  Seacoast is also exposed to market risk in its investing activities.  The Asset and Liability Management Committee (ALCO) meets regularly and is responsible for reviewing the interest rate sensitivity position of the Company and establishing policies to monitor and limit exposure to interest rate risk.  The policies established by ALCO are reviewed and approved by the Company’s Board of Directors.  The primary goal of interest rate risk management is to control exposure to interest rate risk, within policy limits approved by the Board.  These limits reflect Seacoast’s tolerance for interest rate risk over short-ter m and long-term horizons.

Seacoast also performs valuation analysis, which is used for discerning levels of risk present in the balance sheet that might not be taken into account in the net interest income simulation analysis.  Whereas net interest income simulation highlights exposures over a relatively short time horizon, valuation analysis incorporates all cash flows over the estimated remaining life of all balance sheet positions.  The valuation of the balance sheet, at a point in time, is defined as the discounted present value of asset cash flows minus the discounted value of liability cash flows, the net of which is referred to as EVE.  The sensitivity of EVE to changes in the level of interest rates is a measure of the longer-term re-pricing risk and options risk embedded in the balance sheet.  In contrast to the net interest income simulation, which assumes interest rates will change over a period of time, E VE uses instantaneous changes in rates.  EVE values only the current balance sheet, and does not incorporate the growth assumptions that are used in the net interest income simulation model.  As with the net interest income simulation model, assumptions about the timing and variability of balance sheet cash flows are critical in the EVE analysis.  Particularly important are the assumptions driving prepayments and the expected changes in balances and pricing of the indeterminate deposit portfolios.  As of September 30, 2004, an instantaneous 100 basis point increase in rates is estimated to increase the EVE 2.5% versus the EVE in a stable rate environment.  An instantaneous 100 basis point decrease in rates is estimated to decrease the EVE 6.3% versus the EVE in a stable rate environment.

While an instantaneous and severe shift in interest rates is used in this analysis to provide an estimate of exposure under an extremely adverse scenario, a gradual shift in interest rates would have a much more modest impact.  Since EVE measures the discounted present value of cash flows over the estimated lives of instruments, the change in EVE does not directly correlate to the degree that earnings would be impacted over a shorter time horizon, i.e., the next fiscal year.  Further, EVE does not take into account factors such as future balance sheet growth, changes in product mix, changes in yield curve relationships, and changing product spreads that could mitigate the adverse impact of changes in interest rates.

Item 4.  EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES

The management of the Company, including Mr. Dennis S. Hudson, III as Chief Executive Officer and Mr. William R. Hahl as Chief Financial Officer, has evaluated the Company’s disclosure controls and procedures.  Under rules promulgated by the SEC, disclosure controls and procedures are defined as those “controls or other procedures of an issuer that are designed to ensure that information required to be disclosed by the issuer in the reports filed or submitted by it under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms.”  

The Company’s chief executive officer and chief financial officer have evaluated the Company’s disclosure controls and procedures (as defined in Rule 13a-14(c) and Rule 15d-14(c) under the Exchange Act) as of September 30, 2004 and concluded that those disclosure controls and procedures are effective.  

There have been no changes in the Company’s internal controls or in other factors known to the Company that could significantly affect these controls subsequent to their evaluation, nor any corrective actions with regard to significant deficiencies and material weaknesses.

While the Company believes that its existing disclosure controls and procedures have been effective to accomplish these objectives, the Company intends to continue to examine, refine and formalize its disclosure controls and procedures and to monitor ongoing developments in this area.

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Part II OTHER INFORMATION

Item 2.

Changes in Securities, Use of Proceeds and Issuer Purchases of Equity Securities

The Company presently has one active share repurchase program approved by its Board of Directors on September 18, 2001.  No shares have been repurchased outside of this program.  

Issuer purchases of equity securities in 2004:

Item 6.

Exhibits and Reports on Form 8-K

Exhibit 31.1

Certification of the Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

Exhibit 31.2

Certification of the Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

Exhibit 32.1

Certification Pursuant to 18 U.S.C. Section 1350, Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

Form 8-K filed on July 30, 2004

On July 26, 2004, the Registrant announced its financial results for the second quarter ended June 30, 2004.  A copy of the press release is attached to the Form 8-K as well as a transcript of the Registrant’s investor conference call held on July 26, 2004 and data charts referenced in the conference call.

Form 8-K (Amended) filed on August 30, 2004

Effective June 24, 2004, the Registrant announced the replacement of PricewaterhouseCoopers LLP as its independent public accountants and appointed KPMG LLP as its new independent accountants.  No disagreements were noted on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure.  The reports of PricewaterhouseCoopers on the financial statements for the past two fiscal years contained no adverse opinion or disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope or accounting principles.

Form 8-K filed on September 2, 2004

The Registrant filed the 8-K to indicate that it will reclassify revenues from merchant services, which previously had been included as a component of interest and fees on loans in the Registrant’s statement of income, to “other noninterest income”.  Revenues from prior periods will be reclassified in comparative financial statements.  The change had no effect on Seacoast Banking Corporation of Florida’s reported total revenues, net income or cash flows.

Form 8-K filed on September 14, 2004

On September 9, 2004, the Registrant reported on the impact of Hurricane Frances on its business operations and on community relief programs offered by its bank subsidiary.

Form 8-K filed on September 22, 2004

On September 22, 2004, the Retirement Savings Plan for Employees of the First National Bank & Trust Company of the Treasure Coast (“the Plan”), as authorized by the Audit Committee of the Plan’s sponsor, Seacoast Banking Corporation of Florida, determined to dismiss PricewaterhouseCoopers LLP as the Plan’s independent public accountants and appointed KPMG LLP as the Plan’s new independent accountants, each effective as of September 22, 2004.  The reports of PricewaterhouseCoopers on the financial statements of the Plan for the past two fiscal years contained no adverse opinion or disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope or accounting principles.

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

SEACOAST BANKING CORPORATION OF FLORIDA

November 5, 2004

           /s/ Dennis S. Hudson, III         

DENNIS S. HUDSON, III

President &

Chief Executive Officer

November 5, 2004

           /s/ William R. Hahl              

WILLIAM R. HAHL

Executive Vice President &

Chief Financial Officer

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