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  • 10-Q (Mar 3, 2011)
  • 10-Q (Dec 28, 2010)
  • 10-Q (May 17, 2010)
  • 10-Q (Nov 2, 2009)
  • 10-Q (Aug 7, 2009)
  • 10-Q (May 7, 2009)

 
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Bank of Florida 10-Q 2010

Documents found in this filing:

  1. 10-Q
  2. Ex-21.1
  3. Ex-31.1
  4. Ex-32.1
  5. Ex-32.1
Form 10-Q
Table of Contents

 

 

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 10-Q

 

 

Quarterly Report Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

For the Quarterly Period Ended June 30, 2010

Commission File Number 000-50091

 

 

BANK OF FLORIDA CORPORATION

A Florida Corporation

 

 

IRS Employer Identification No. 59-3535315

1185 Immokalee Road

Naples, Florida 34110

(239) 254-2100

 

 

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 has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files)    YES  ¨    NO  ¨ *The registrant has not yet been phased into the interactive data requirements.

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act).

 

Large accelerated filer   ¨    Accelerated filer   x
Non-accelerated filer   ¨      Smaller Reporting Company   ¨

Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  ¨    No  x

The number of shares outstanding of the Registrant’s common stock, as of December 28, 2010 was 12,915,898 shares of $.01 par value common stock.

Transitional Small Business Disclosure Format (check one):    YES  ¨    NO  x

 

 

 


Table of Contents

BANK OF FLORIDA CORPORATION AND SUBSIDIARIES

Index

 

           

Page

 
PART I.    Financial Information   
        Item 1.    Financial Statements (Unaudited)   
   Consolidated Balance Sheets June 30, 2010 and December 31, 2009      1   
   Consolidated Statements of Operations - Three and six-months ended June 30, 2010 and 2009      2   
   Consolidated Statement of Stockholders’ Equity - Six-months ended June 30, 2010      3   
   Consolidated Statements of Comprehensive Income (Loss) - Three and six-months ended June 30, 2010 and 2009      3   
   Consolidated Statements of Cash Flows - Six months ended June 30, 2010 and 2009      4   
   Notes to the Consolidated Financial Statements      5   
        Item 2.    Management’s Discussion and Analysis of Financial Condition and Results of Operation   
   Overview      14   
   Critical Accounting Policies      14   
   Analysis of Financial Condition and Results of Operations      14   
        Item 3.    Quantitative and Qualitative Disclosures about Market Risk      15   
        Item 4.    Controls and Procedures      15   
PART II.    Other Information   
        Item 1.    Legal Proceedings      16   
        Item 1A.    Risk Factors      16   
        Item 3.    Defaults Upon Senior Securities      17   
        Item 6.    Exhibits      17   
        Signatures      18   


Table of Contents

BANK OF FLORIDA CORPORATION AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

June 30, 2010 and December 31, 2009

(In Thousands, except share data)

 

     June 30,
2010
    December 31,
2009
 
     (Unaudited)     (Audited)  
ASSETS     

Cash and due from banks

   $ 479      $ —     

Interest-bearing deposits due from other banks

     —          —     
                

Total cash and cash equivalents

     479        —     

Restricted securities, Federal Home Loan Bank stock, at cost

     76        76   

Premises and equipment

     1,143        1,225   

Assets of discontinued operations

     3,113        1,401,001   

Other assets

     16        41   
                

TOTAL ASSETS

   $ 4,827      $ 1,402,343   
                
LIABILITIES AND STOCKHOLDERS’ EQUITY     

Liabilities of discontinued operations

   $ 193      $ 1,358,296   

Accrued expenses and other liabilities

     77        211   
                

TOTAL LIABILITIES

   $ 270      $ 1,358,507   
                

Stockholders’ Equity:

    

Series A Preferred stock, par value $.01 per share, no shares designated, authorized, issued or outstanding at June 30, 2010 and December 31, 2009, respectively

     —          —     

Series B Preferred stock, par value $.01 per share, 520 shares designated, 172 shares issued and outstanding at June 30, 2010 and December 31, 2009

     3,971        3,971   

Undesignated Preferred stock, par value $.01 per share, 1,000,000 shares authorized, no shares issued and outstanding at June 30, 2010 and December 31, 2009

     —          —     

Common stock, par value $.01 per share, 20,000,000 shares authorized, 12,915,898 and 12,968,898 shares issued and outstanding at June 30, 2010 and December 31, 2009, respectively

     130        130   

Additional paid-in capital

     201,256        201,173   

Restricted stock, 73,600 and 168,500 shares at June 30, 2010 and December 31, 2009, respectively

     (202     (436

Accumulated deficit

     (200,606     (162,634

Accumulated other comprehensive income

     8        1,632   
                

TOTAL STOCKHOLDERS’ EQUITY

     4,557        43,836   
                

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY

   $ 4,827      $ 1,402,343   
                

See accompanying notes to consolidated financial statements.

 

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Table of Contents

BANK OF FLORIDA CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

For the Three and Six-Months Ended June 30, 2010 and 2009

(In Thousands, except share data, unaudited)

 

     Three-months ended June 30,     Six-months ended June 30,  
     2010     2009     2010     2009  

NONINTEREST EXPENSES

        

Salaries and employee benefits

   $ 333      $ 533      $ 734      $ 943   

Occupancy

     65        81        148        161   

Equipment rental, depreciation and maintenance

     5        45        12        96   

Data processing

     12        20        66        34   

Stationary, postage and office supplies

     30        3        7        9   

Professional fees

     356        258        834        508   

Advertising, marketing and public relations

     —          16        7        20   

Other

     (55     361        34        552   
                                

TOTAL NONINTEREST EXPENSES

     746        1,317        1,842        2,323   
                                

LOSS FROM CONTINUING OPERATIONS BEFORE INCOME TAXES

     (746     (1,317     (1,842     (2,323

Income taxes

     —          (464     —          (819
                                

LOSS FROM CONTINUING OPERATIONS

     (746     (853     (1,842     (1,504
                                

DISCONTINUED OPERATIONS

        

Gain (loss) from discontinued operations

        

(Net of gain on disposal of $14,591)

     10,983        (9,040     (34,945     (15,008

Income taxes

     2        (3,393     1,185        (5,639
                                

GAIN (LOSS) ON DISCONTINUED OPERATIONS

     10,981        (5,647     (36,130     (9,369
                                

NET INCOME (LOSS)

   $ 10,235      $ (6,500   $ (37,972   $ (10,873
                                

NET INCOME (LOSS) PER SHARE: BASIC AND DILUTED (see footnote 8)

   $ 0.80      $ (0.51   $ (2.96   $ (0.85
                                

WEIGHTED-AVERAGE SHARES OUTSTANDING: BASIC AND DILUTED

     12,842,298        12,779,020        12,824,936        12,779,020   
                                

See accompanying notes to consolidated financial statements.

 

2


Table of Contents

BANK OF FLORIDA CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF STOCKHOLDERS’ EQUITY

Six-Months Ended June 30, 2010 (unaudited)

(In Thousands, except share and per share data)

 

    Preferred Stock     Common Stock    

Additional

Paid-In

    Restricted     Accumulated    

Accumulated Other

Comprehensive

       
    Shares     Amount     Shares     Amount     Capital     Stock     Deficit     Income     Total  

Balance, December 31, 2009

    172      $ 3,971        12,968,898      $ 130      $ 201,173      $ (436   $ (162,634   $ 1,632      $ 43,836   

Net loss

    —          —          —          —          —          —          (37,972     —          (37,972

Common stock forfeited

    —          —          (53,000     —          (153     153        —          —          —     

Stock compensation expense

    —          —          —          —          236        81        —          —          317   

Changes in fair value of interest rate swap, net of tax

    —          —          —          —          —          —          —          (1,964     (1,964

Changes in fair value on available-for-sale securities, net of tax

    —          —          —          —          —          —          —          340        340   
                                                                       

Balance, June 30, 2010

    172      $ 3,971        12,915,898      $ 130      $ 201,256      $ (202   $ (200,606   $ 8      $ 4,557   
                                                                       

See accompanying notes to consolidated financial statements

                 

BANK OF FLORIDA CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(In Thousands, unaudited)

 

     Three-months ended June 30,     Six-months ended June 30,  
     2010     2009     2010     2009  

Net income (loss)

   $ 10,235      $ (6,500   $ (37,972   $ (10,873

Other comprehensive income :

        

Unrealized losses on available-for-sale securities:

        

Unrealized holding losses arising during the period, net of income tax of $83, $1,110, $215 and $722, respectively

     (137     (1,842     (354     (1,198

Reclassification adjustment for losses realized in net loss:

        

Reclassification adjustment for losses realized in net loss, net of income tax benefit of $418

     —          —          694        —     

Unrealized (losses) gains on interest rate swap:

        

Unrealized holding losses arising during the period, net of income tax benefit of $500, and $498, respectively

     —          (829     —          (826

Reclassification adjustment for gains realized in net loss:

        

Reclassification adjustment for gains realized in net loss, net of income tax (benefit) of $1,184

     —          —          (1,964     —     
                                

Comprehensive income (loss)

   $ 10,098      $ (9,171   $ (39,596   $ (12,897
                                

See accompanying notes to consolidated financial statements.

 

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Table of Contents

BANK OF FLORIDA CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

For the Six-Months Ended June 30, 2010 and 2009

(In Thousands)

 

     (unaudited)  
     Six-Months Ended June 30,  
     2010     2009  

CASH FLOWS FROM OPERATING ACTIVITIES

    

Net loss

   $ (37,972   $ (10,873

Adjustments to reconcile net loss to net cash provided by (used in) operating activities:

    

Depreciation and amortization

     47        119   

Net adjustment to net loss from discontinued operations

     51,840        14,695   

Gain on discontinued operations, net

     (14,591     —     

Deferred income taxes

     —          251   

(Increase) decrease in other assets

     216        (1,582

Stock compensation expense

     317        77   

Increase (decrease) in accrued expenses and other liabilities

     (258     781   
                

NET CASH (USED IN) PROVIDED BY OPERATING ACTIVITIES

     (401     3,468   
                

CASH FLOWS FROM INVESTING ACTIVITIES

    

Net increase in loans held for investment

     —          —     

Net investing activity from discontinued operations

     (152,994     (3,180

Disposed (purchase) of premises and equipment, net

     122        (36
                

NET CASH USED IN INVESTING ACTIVITIES

     (152,872     (3,216
                

CASH FLOWS FROM FINANCING ACTIVITIES

    

Net financing activity from discontinued operations

     87,577        (12,542

Issuance of Series B preferred stock

     —          3,525   
                

NET CASH PROVIDED BY(USED IN) FINANCING ACTIVITIES

     87,577        (9,017
                

NET DECREASE IN CASH AND CASH EQUIVALENTS

     (65,696     (8,765

CASH AND CASH EQUIVALENTS:

    

Beginning of period, including cash and cash equivalents of discontinued operations of $68,667 and $47,938, respectively

     68,667        47,938   
                

End of period, including cash and cash equivalents of discontinued operations of $2,492 and $39,173, respectively

   $ 2,971      $ 39,173   
                

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION

    

Cash paid during the period for:

    

Interest

   $ 12,499      $ 18,111   
                

Noncash Transactions:

    

Unrealized holding loss on securities available-for-sale

   $ 354      $ (1,198
                

Unrealized holding (loss) gain on derivatives

   $ —        $ (826
                

Transfer of Loans to Other Real Estate Owned

   $ 13,836      $ 6,332   
                

See accompanying notes to consolidated financial statements.

 

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Table of Contents

BANK OF FLORIDA CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

NOTE 1—Organization and Basis of Presentation

The consolidated financial statements of Bank of Florida Corporation (the “Company”) include the accounts of the Company and its wholly-owned subsidiary Bank of Florida Trust Company (the “Trust Company”). In addition, such financial statements also include the accounts of the Company’s previous three subsidiaries, Bank of Florida – Southwest, Bank of Florida – Southeast, Bank of Florida – Tampa Bay (collectively, the “Banks”), through May 28, 2010, the date on which they were closed by the Florida Office of Financial Regulation (“OFR”) and placed into receivership with the Federal Deposit Insurance Corporation (“FDIC”). All significant intercompany balances and transactions have been eliminated.

Since the Banks were placed into receivership, our only remaining operations are those of theTrust Company, which can not be expected to provide significant revenues or profits relative to the potential of our prior operations. At the present time, we are continuing to operate the Trust Company in our traditional markets. We are also currently in the process of evaluating our options relative to the Trust Company, which include continuing to operate it, selling it, merging it into another financial institution and any other reasonable, viable strategic transactions. If we ultimately elect an option other than continuing to operate the Trust Company, it is our intent to wind down our operations following divestiture of the Trust Company.

The Banks provided a broad range of commercial and consumer banking services primarily within the Naples, Ft. Myers, Ft. Lauderdale, Palm Beach, Miami-Dade and Tampa Bay areas of Florida. The Trust Company offers investment management, trust administration, estate planning, and financial planning services. The assets under administration of theTrust Company, as well as the obligations associated with those assets, are not included as part of the consolidated financial statements of the Company.

In the opinion of management, the accompanying unaudited interim consolidated financial statements reflect all adjustments necessary (consisting of normal recurring adjustments) to present fairly our financial position as of June 30, 2010 and December 31, 2009, and the results of operations and cash flows for the six month period ended June 30, 2010 and 2009. The results of operations for interim periods are not necessarily indicative of the results of operations to be expected for the fiscal year ending December 31, 2010 or any other interim period.

The accounting and reporting policies of the Company are in conformity with accounting principles generally accepted in the United States of America for interim financial information and with the instructions to Form 10-Q, Article 10 of Regulation S-X and prevailing practices within the financial services industry. Accordingly, they do not include all of the footnotes and information required by accounting principles generally accepted in the United States of America. The preparation of consolidated financial statements, in conformity with accounting principles generally accepted in the United States of America, requires that we 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 consolidated financial statements and the reported amounts of income and expense during the reporting period. Such estimates are subject to change in the future as additional information becomes available or previously existing circumstances are modified. Management has evaluated subsequent events for potential recognition or disclosure in the financial statements through the date upon which the Company’s quarterly report on Form 10-Q was filed with the Securities and Exchange Commission. We did not identify subsequent events that were not reflected in the results herein.

The Company’s significant accounting policies are described in Note 1 of the Notes to Consolidated Financial Statements included in its 2009 Annual Report on Form 10-K filed with the Securities and Exchange Commission. For interim reporting purposes, the Company follows the same basic accounting policies and considers each interim period as an integral part of an annual period.

These unaudited consolidated financial statements included herein should be read in conjunction with the financial statements and related footnotes included in the Company’s 2009 Form 10-K. The results of operations for interim periods are not necessarily indicative of the results of operations to be expected for the fiscal year ending December 31, 2010 or any other interim period.

Reclassifications:

Certain reclassifications have been made to prior period financial statements to conform to the June 30, 2010 financial statement presentation. These reclassifications only changed the reporting categories but did not affect our results of operations or financial position.

 

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Table of Contents

BANK OF FLORIDA CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS-(Continued)

(Unaudited)

 

NOTE 2—Discontinued Operations and Assets Held for Sale

On May 28, 2010, the Banking subsidiaries were closed and all of their assets and liabilities were transferred into receivership with the FDIC. All balance sheet and operating data for these subsidiaries are reflected as discontinued operations.

The following presents the components of the assets and liabilities of discontinued operations as of June 30, 2010 and December 31, 2009 and revenues, expenses and income (loss) from discontinued operations, excluding the gain resulting from the transfer of the banking subsidiaries to the FDIC receivership of $14.6 million, for the three months and six months ended June 30, 2010 and 2009 ( in thousands):

 

     June 30,
2010
    December 31,
2009
 
     (Unaudited)     (Audited)  

Cash and cash equivalents

   $ 2,492      $ 68,667   

Securities

     557        98,674   

Loans

     —          1,213,033   

Less: Allowance for loan loss

     —          42,063   
                

Net loans

     —          1,170,970   
     —       

Restricted securities, Federal Home Loan Bank stock, at cost

     —          8,567   

Premises and equipment

     4        26,057   

Accrued interest receivable

     3        4,805   

Cash surrender value of life insurance

     —          3,679   

Deferred tax asset

     (7 )     200   

Intangible asset

     —          2,471   

Foreclosed real estate, net

     —          14,357   

Other assets

     64        2,554   
                

Total assets from discontinued operations

   $ 3,113      $ 1,401,001   
                

Deposits

   $        $ 1,187,318   

Subordinated debt

     —          16,000   

Other borrowings

     —          32,681   

Federal home loan bank advances

     —          118,457   

Accrued interest payable

     —          2,045   

Accrued expenses and other liabilities

     193        1,795   
                

Total liabilities from discontinued operations

     193        1,358,296   
                

Net assets of discontinued operations

   $ 2,920      $ 42,705   
                

 

     Three-months ended June 30,     Six-months ended June 30,  
     2010      2009     2010      2009  

Net interest income

   $ 4,561       $ 9,435      $ 12,589       $ 19,029   

Loan loss provision

     —           9,764        43,077         16,456   

Noninterest income

     520         2,677        3,151         3,832   

Noninterest expense

     8,689         11,388        22,197         21,413   

Income taxes

     2         (3,393     1,187         (5,639
                                  

Loss from discontinued operations

   $ 3,610       $ 5,647      $ 50,721       $ 9,369   
                                  

 

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Table of Contents

BANK OF FLORIDA CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS-(Continued)

(Unaudited)

 

NOTE 3—Going Concern

On May 28, 2010, the Banks were closed by the OFR and placed into receivership with the FDIC. Our failure to comply with the capital requirements of a number of regulatory enforcement actions to which we were subject was the cause of the failure of the Banks. Since then, our only remaining operations are those of the Trust Company, which can not be expected to provide significant revenues or profits relative to the potential of our prior operations. At the present time, we are continuing to operate the Trust Company in our traditional markets. We are also currently in the process of evaluating our options relative to the Trust Company, which include continuing to operate it, selling it, merging it into another financial institution and any other reasonable, viable strategic transactions. If we ultimately elect an option other than continuing to operate the Trust Company, it is our intent to wind down our operations following the divestiture of the Trust Company.

The accompanying consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the discharge of liabilities in the normal course of business for the foreseeable future.

NOTE 4—Stock-based Compensation

The Company has a stock option plan which provides for the grant of options at the discretion of the Board of Directors or a committee designated by the Board of Directors to administer the Plan. Each stock option granted under the Plan has a maximum term of ten years subject to earlier termination in the event the participant ceases to be an employee. The exercise price of the stock options may not be less than the book value of common stock on the date the option is granted. The committee shall determine the period during which stock options vest at the date of grant. The Plan will terminate on June 8, 2016. At June 30, 2010, there were 575,430 shares available for grant under the Plan.

The total fair value of shares vested and recognized as compensation expense for the three months ended June 30, 2010 and 2009 was $30,000 and $53,000, respectively. The total fair value of shares vested and recognized as compensation expense for the six-months ended June 30, 2010 and 2009 was $83,000 and $121,000, respectively. There was no associated tax benefit recognized in connection with these incentive stock options. As of June 30, 2010, the Company had 44,008 nonvested options outstanding and there was $235,000 of total unrecognized compensation cost related to these nonvested options. This cost is expected to be recognized monthly on a straight-line basis, over the vesting periods, through December 15, 2013.

The Company has examined its historical pattern of option exercises in an effort to determine if there were any patterns based on certain employee populations. From this analysis, the Company could not identify any patterns in the exercise of options. As such, the Company determined the estimated useful life of options issued to be the midpoint of the vesting term and the contractual term ((vesting term and original contractual term)/2). Expected volatility is based on historical volatility of the Company’s stock. The risk-free interest rates are based on U. S. Treasury notes in effect at the time of the grant. The dividend yield assumption is based on the Company’s history and expectation of dividends payments.

There were no options exercised in the six months ended June 30, 2010 and 2009. Stock option activity during the period was as follows (in thousands, except per share data):

Stock Option Plan

 

      OPTIONS
OUTSTANDING
    WEIGHTED
AVERAGE OPTION
PRICE PER SHARE
     REMAINING
CONTRACTUAL
TERM
     AGGREGATE
INTRINSIC
VALUE

(in thousands)
 

Balance December 31, 2009

     539,768      $ 14.19         

Granted

     —          —           

Exercised

     —          —           

Forfeited

     (98,111     12.57         
                      

Balance, June 30, 2010

     441,657      $ 14.55         4.0 years       $ —     
                                  

Exercisable, June 30, 2010

     397,649      $ 14.34         3.7 years       $ —     
                                  

 

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BANK OF FLORIDA CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS-(Continued)

(Unaudited)

 

NOTE 4—Stock-based Compensation (Cont’d)

The Company granted restricted stock for 176,500 shares to senior officers as of March 16, 2009. The stock may vest in installments or in total upon satisfaction of the stipulated conditions. If the restrictions are not satisfied, the shares are forfeited and again become available under the 2006 Stock Compensation Plan. All shares of restricted stock will be held by the Company until the restrictions are satisfied. The grants are divided into the following three categories: restricted shares vesting in one year (31,500 shares), performance based restricted shares vesting over three years and upon the Company’s achieving certain performance goals (63,000 shares) and restricted shares vesting over five years (82,000 shares). There were 73,600 nonvested shares of restricted stock as of June 30, 2010 and 61,000 shares of restricted stock were forfeited upon the cessation of eight officer’s employment. Compensation expense totaling $28,000 and $81,000 was recognized during the three and six months ended June 30, 2010 in connection with restricted stock.

In connection with the issuance of Series B Preferred Stock, a total of 124,852 warrants were granted in 2009. Each warrant permits its holder to purchase 720, 742, or 772 shares of Company common stock at $3.47, $3.37, or $3.24, respectively, per share at any time during the ten year period commencing on issuance. The warrants are nontransferable. At June 30, 2010 and December 31, 2009 warrants to purchase 124,852 common shares at an average exercise price of $3.44 were outstanding.

The Company has also issued warrants to certain members of the Boards of Directors and Advisory Boards of the Company and its subsidiaries in connection with the formations of the Company and its subsidiaries. All of these warrants have been exercised or have expired. Compensation expense totaling $1,000 was recognized during the six months ended June 30, 2010.

NOTE 5—Recent Accounting Pronouncements

In February 2010, the FASB issued Accounting Standards Update No. 2010-09 (“ASU 2010-09”), Subsequent Events (Topic 855) - Amendments to Certain Recognition and Disclosure Requirements. ASU 2010-09 provides amendments to Subtopic 855-10 as follows: 1) An entity that is an SEC filer or a conduit bond obligor for conduit debt securities traded in a public market is required to evaluate subsequent events through the date the financial statements are issued, 2) An SEC filer is an entity that is required to file or furnish its financial statements with either the SEC or the appropriate entity under Section 12(i) of the Securities Exchange Act of 1934, 3) An entity that is an SEC filer is not required to disclose the date through which subsequent events have been evaluated, 4) The definition of public entity has been removed, and 5) The scope of the reissuance disclosure requirements is refined to include revised financial statements only. All amendments in this Update are effective upon issuance of the final Update, except for the use of the issued date for conduit debt obligors which is effective for interim and annual periods ending after June 15, 2010. The adoption of this guidance did not have a material effect on the Company’s consolidated financial condition or results of operations.

In March 2010, the FASB issued Accounting Standards Update No. 2010-11 (“ASU 2010-11”), Derivatives and Hedging (Topic 815) – Scope Exception Related to Embedded Credit Derivatives. ASU 2010-11 provides amendments to Subtopic 855-15 as follows: 1) Subtopic 815-15 clarifies the scope exception for embedded credit derivative features related to the transfer of credit risk in the form of subordination of one financial instrument to another. The amendments address how to determine which embedded credit derivative features are considered to be embedded derivatives that should not be analyzed for potential bifurcation and separate accounting, 2) The embedded credit derivative feature related to the transfer of credit risk that is only in the form of subordination of one financial instrument to another is not subject to Section 815-15-25, 3) Other embedded credit derivative features are considered embedded derivatives subject to the application of Section 815-15-25 provided the overall contract is not a derivative in its entirety under Section 815-10-15, 4) The economic characteristics and risks of an embedded credit derivative feature should be considered to be not clearly and closely related to the economic characteristics and risks of the host contract and thus to meet the criterion in paragraph 815-15-25-1(a), and 5) An entity may elect the fair value option for any investment in a beneficial interest in a securitized financial asset in its entirety. The amendments in this Update are effective for each reporting entity at the beginning of its first fiscal quarter beginning after June 15, 2010 with early adoption permitted. The adoption of this guidance will not have a material effect on the Company’s consolidated financial condition or results of operations.

 

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BANK OF FLORIDA CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS-(Continued)

(Unaudited)

 

NOTE 6—Securities

The Company had $557,000 in securities included with assets of discontinued operations as of June 30, 2010 and all remaining securities were transferred to the FDIC as receiver as of May 28, 2010.

The amortized cost, gross unrealized gains and losses and estimated fair value of securities available for sale shown in the consolidated balance sheets as of December 31, 2009 are as follows (In thousands):

 

     Amortized
Cost
     Gross Unrealized     Estimated
Fair  Value
 
        Gains      Losses    

Available for sale securities:

          

Mortgage-backed securities

   $ 87,547       $ 41       $ (548   $ 87,040   

U.S. Treasury and government agency securities

     10,598         12         (39     10,571   

Equity securities

     508         1         —          509   
                                  

Total securities available for sale

   $ 98,653       $ 54       $ (587   $ 98,120   
                                  

Securities held to maturity- other bonds

   $ 554       $ —         $ (18   $ 536   

There were no sales of securities available for sale for the six months ended June 30, 2010.

NOTE 7—Loans

The company had no loans outstanding at June 30, 2010 as all loans were transferred to the FDIC as receiver for the Bank subsidiaries as of May 28, 2010.

The composition of the loan portfolio at December 31, 2009 is as follows (In thousands):

 

     December 31,
2009
 

Real estate:

  

Commercial real estate

   $ 625,703   

Land and construction

     216,565   

One-to-four family residential

     167,015   

Multi-family

     35,522   
        

Total real estate loans

   $ 1,044,805   

Commercial and industrial loans

     112,385   

Lines of credit

     45,247   

Consumer loans

     11,925   
        

Total gross loans held for investment

     1,214,362   

Less: allowance for loan losses

     (42,063

Less: deferred loan fees, net

     (1,329
        

Total loans held for investment, net

   $ 1,170,970   
        

 

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BANK OF FLORIDA CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS-(Continued)

(Unaudited)

 

NOTE 7—Loans (cont’d)

The following is a summary of information pertaining to collateral dependant impaired and nonaccrual loans (In thousands):

 

     December 31,
2009
 

Impaired loans without a valuation allowance

   $ 72,343   

Impaired loans with a valuation allowance

     141,037   
        

Total impaired loans

   $ 213,380   
        

Valuation allowance related to impaired loans

   $ 27,707   

Total nonaccrual loans

   $ 164,474   

Loans defined as Troubled Debt Restructuring – accruing

   $ 48,899   

Total loans ninety days or more past due and still accruing

   $ 7   
        

Total impaired loans

   $ 213,380   
        

Total other real estate owned

   $ 14,357   

Loans defined as Troubled Debt Restructuring

   $ 90,592   

The Company had $90.6 million in loans that were defined as troubled debt restructuring at December 31, 2009.

The activity in the allowance for loan losses for June 30, 2010 and the year ended December 31, 2009 is as follows (In thousands):

 

     June 30,
2010
    December 31,
2009
 

Balance at beginning of period

   $ 42,063      $ 29,533   

Provision charged to operations

     43,077        73,670   

Charge-offs

     (42,219     (61,334

Recoveries

     2,895        194   

Eliminated due to FDIC receivership of subsidiaries

     (45,816     —     
                

Balance at end of period

   $ —        $ 42,063   
                

 

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BANK OF FLORIDA CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS-(Continued)

(Unaudited)

 

NOTE 8—(Loss) Income Per Common Share

Basic (loss) income per share represents net (loss) income divided by the weighted-average number of common shares outstanding during the period. Dilutive (loss) income per share is computed based on the weighted-average number of common shares outstanding plus the effect of stock options and warrants outstanding computed using the treasury stock method.

Components used in computing (loss) income per share for the three months ended June 30, 2010 and 2009 are summarized as follows (in thousands, except share data):

 

     For the three months ended June 30,  
     2010     2009  
     Net
Income
    Weighted-
Average
Shares
Outstanding
     Income
Per
Share
    Net
Loss
    Weighted-
Average
Shares
Outstanding
     Loss
Per
Share
 

Loss available to common shareholders from continuing operations

   $ (746     12,842,298       $ (0.06   $ (853     12,779,020       $ (0.07

(Loss) income available to common shareholders from discontinued operations

     10,981        12,842,298         0.86        (5,647     12,779,020         (0.44
                                                  

(Loss) income available to common shareholders

   $ 10,235        12,842,298       $ 0.80      $ (6,500     12,779,020       $ (0.51
                                                  

Components used in computing income per share for the six months ended June 30, 2010 and 2009 are summarized as follows (in thousands, except share data):

 

     For the six months ended June 30,  
     2010     2009  
     Net
Loss
    Weighted-
Average
Shares
Outstanding
     Loss
Per
Share
    Net
Loss
    Weighted-
Average
Shares
Outstanding
     Loss
Per
Share
 

Loss available to common shareholders from continuing operations

   $ (1,842     12,824,936       $ (0.14   $ (1,504     12,779,020       $ (0.12

Loss available to common shareholders from discontinued operations

     (36,130     12,824,936         (2.82     (9,369     12,779,020         (0.73
                                                  

Loss available to common shareholders

   $ (37,972     12,824,936       $ (2.96   $ (10,873     12,779,020       $ (0.85
                                                  

During the three and six months ended June 30, 2010 and 2009, all stock options and warrants were excluded from diluted earnings per share calculations because the Company recorded a loss for those periods or the Company’s stock price was lower than the exercise price for all options and warrants outstanding.

 

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BANK OF FLORIDA CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS-(Continued)

(Unaudited)

 

NOTE 9—Fair Values of Financial Instruments and Fair Value Measurements

The fair value estimates are presented for financial instruments without attempting to estimate the value of the Company’s long-term relationships with depositors and the benefit that results from low cost funding provided by deposit liabilities. In addition, significant assets which are not considered financial instruments and are, therefore, not a part of the fair value estimates include office properties and equipment.

The following methods and assumptions were used to estimate the fair value of each class of financial instruments for which it is practicable to estimate that value:

Cash and cash equivalents: For these short-term instruments, the carrying amount is a reasonable estimate of fair value.

Restricted securities: The carrying value of Federal Home Loan Bank and Federal Reserve Bank Stock approximates its fair value since it is restricted stock and would only be sold to the Federal Home Loan Bank at cost.

The fair value estimates are presented for financial instruments without attempting to estimate the value of the Banks’ long-term relationships with depositors and the benefit that results from low cost funding provided by deposit liabilities. In addition, significant assets which are not considered financial instruments and are, therefore, not a part of the fair value estimates include office properties and equipment.

The following tables present the estimates of fair value of financial instruments as of June 30, 2010 and December 31, 2009 (in thousands):

 

     June 30, 2010  
     CARRYING
AMOUNT
     ESTIMATED
FAIR  VALUE
 

Financial assets:

     

Cash and cash equivalents

   $ 479         479   

Restricted securities

     76         76   
     December 31, 2009  
     CARRYING
AMOUNT
     ESTIMATED
FAIR  VALUE
 

Financial assets:

     

Restricted securities

   $ 76       $ 76   

 

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NOTE 10—Regulatory Matters

General

On May 28, 2010, the Banks were closed by the OFR and placed into receivership with the FDIC. Our failure to comply with the capital requirements of a number of regulatory enforcement actions to which we were subject was the cause of the failure of the Banks.

Prompt Corrective Action Directives

Each of our bank subsidiaries received a Prompt Corrective Action Directive (the “Directives”) from the FDIC, due to their capital status. The Directives required that within 30 days of the effective date of the Directives (by April 17, 2010), the subsidiary banks must: (1) be “adequately capitalized” under regulatory capital guidelines; and/or (2) accept an offer to be acquired by a depository institution holding company or combine with another insured depository institution. By May 28, 2010, we had been unable to successfully complete our $71.8 million stock offering, find an alternative source of capital or arrange to be acquired. As a result, all three Banks were closed and placed into receivership with the FDIC on that date.

Consent Orders

In May 2010, the board of directors of each of the Banks stipulated to the entry of formal enforcement actions with respect to the Banks in the form of consent orders (“FDIC Orders”). Among other requirements, but most significantly, the FDIC Orders required that each “Bank shall have capital at a level sufficient to restore the Bank to an “adequately capitalized” capital category” and, within 30 days, submit to the FDIC a plan to achieve and maintain a Tier 1 leverage capital ratio of at least 8% and a total risk based capital ratio of at least 12%. As described above, it was apparent that we would be unable to comply with these requirements and each Bank was closed on May 28, 2010.

Holding Company Board Resolutions

Prior to the closure of the Banks, the Company was subject to the supervision and regulation of the Board of Governors of the Federal Reserve System (the “Federal Reserve”). At the request of the Federal Reserve Bank of Atlanta our board of directors adopted certain resolutions (“Board Resolutions”) on October 19, 2009. The essential provisions of the Board Resolutions provided that the Company would not, without prior Federal Reserve approval, incur debt or reduce the Company’s capital position other than the payment of normal and routine operating expenses. The Company’s status as a bank holding company and the Federal Reserve’s ability to enforce the Board Resolutions terminated when the Banks were closed on May 28, 2010.

 

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

SAFE HARBOR STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995

Certain statements in this quarterly Report on Form 10-Q may contain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, which statements generally can be identified by the use of forward-looking terminology, such as “may,” “will,” “expect,” “estimate,” “anticipate,” “believe,” “target,” “plan,” “project,” or “continue” or the negatives thereof or other variations thereon or similar terminology, and are made on the basis of management’s plans and current analyses of Bank of Florida Corporation, its business and the industry as a whole. These forward-looking statements are subject to risks and uncertainties, including, but not limited to, economic conditions, competition, interest rate sensitivity and exposure to regulatory and legislative changes. The above factors, in some cases, have affected, and in the future could affect Bank of Florida Corporation’s financial performance and could cause actual results for fiscal 2010 and beyond to differ materially from those expressed or implied in such forward-looking statements. Bank of Florida Corporation does not undertake to publicly update or revise its forward-looking statements even if experience or future changes make it clear that any projected results expressed or implied therein will not be realized.

OVERVIEW

Bank of Florida Corporation was incorporated in Florida in September 1998. On May 28, 2010, each of our three subsidiary banks (Bank of Florida – Southwest, Bank of Florida – Southeast and Bank of Florida – Tampa Bay) was closed by the Florida Office of Financial Regulation (“OFR”) and placed into receivership with the Federal Deposit Insurance Corporation (“FDIC”). Since then, our only remaining operations are those of Bank of Florida Trust Company (“the Trust Company”), which can not be expected to provide significant revenues or profits relative to the potential of our prior operations. At the present time, we are continuing to operate the Trust Company in our traditional markets. We are also currently in the process of evaluating our options relative to the Trust Company, which include continuing to operate it, selling it, merging it into another financial institution and any other reasonable, viable strategic transaction. If we ultimately elect an option other than continuing to operate the Trust Company, it is our intent to wind down our operations following divestiture of the Trust Company.

CRITICAL ACCOUNTING POLICIES

The Company’s consolidated financial statements are prepared in conformity with accounting principles generally accepted in the United States of America. The financial information contained within these statements is, to a significant extent, based on approximate measures of the financial effects of transactions and events that have already occurred. Critical accounting policies are those that involve the most complex and subjective decisions and assessments, and have the greatest potential impact on the Company’s stated results of operations. The notes to the consolidated financial statements include a summary of the significant accounting policies and methods used in the preparation of our consolidated financial statements.

ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Total assets decreased to $4.8 million at June 30, 2010 from $1.4 billion at December 31, 2009 as a result of assumption by the FDIC as receiver of all assets and liabilities of the Bank subsidiaries on May 28, 2010. The remaining assets of the Company are primarily related to the Trust Company, our only remaining operating subsidiary, which can not be expected to provide significant revenues or profits relative to the potential of our prior operations. At the present time, we are continuing to operate the Trust Company in our traditional markets. We are also currently in the process of evaluating our options relative to the Trust Company, which include continuing to operate it, selling it, merging it into another financial institution and any other reasonable, viable strategic transaction. If we ultimately elect an option other than continuing to operate the Trust Company, it is our intent to wind down our operations following divestiture of the Trust Company.

Consolidated net loss from continuing operations for the second quarter of 2010 was $746,000 compared to $853,000 for the second quarter of 2009. Consolidated net loss from continuing operations for the first six months of 2010 was $1.8 million compared to $1.5 million for the first six months of 2009. These operating losses reflect the expenses related to the remaining corporate activities as all of the assets and liabilities of the operating subsidiaries have been transferred to the FDIC as receiver or are in the process of being divested.

 

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Consolidated net income from discontinued operations for the second quarter of 2010 was $11.0 million compared to a net loss of $5.6 million for the second quarter of 2009. Net income for the second quarter of 2010 included a $14.6 million gain on the disposal of the banking subsidiaries as certain estimated net losses and expenses reported in prior periods were not realized on a cash basis prior to transfer of the banking subsidiary assets and liabilities to the FDIC as receiver. Consolidated net loss from discontinued operations for the first six months of 2010 was $36.1 million compared to $9.4 million for the first six months of 2009.

Total stockholders’ equity was $4.6 million at June 30, 2010 compared to $43.8 million at December 31, 2009. Book value per common share was $0.05 at June 30, 2010 while tangible book value was $0.05.

 

Item 3. Quantitative and Qualitative Disclosures about Market Risk

On May 28, 2010, each of our three subsidiary banks (Bank of Florida – Southwest, Bank of Florida – Southeast and Bank of Florida – Tampa Bay) was closed by the Florida Office of Financial Regulation (“OFR”) and placed into receivership with the Federal Deposit Insurance Corporation (“FDIC”). Since then, our only remaining operations are those of Bank of Florida Trust Company. The revenues and profits of the Trust Company are greatly influenced by the value of assets held under advice. The value of assets under advice, in turn, is greatly affected by market factors such as stock market performance and interest rate fluctuations. .

 

Item 4. Controls and Procedures

(a) Evaluation of Disclosure Controls and Procedures

Bank of Florida Corporation maintains controls and procedures designed to ensure that information required to be disclosed in the reports that Bank of Florida Corporation 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 management’s evaluation of those controls and procedures performed within the 90 days preceding the filing of this Report, the Chief Executive Officer and Chief Financial Officer of Bank of Florida Corporation concluded that, subject to the limitations noted below, Bank of Florida Corporation’s disclosure controls and procedures (as defined in Rules 13a-15(e) under the Securities Exchange Act of 1934) are effective to ensure that the information required to be disclosed by the Company in the reports that it files or submits under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the U.S. Securities and Exchange Commission’s rules and forms.

(b) Management’s Report on Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rule 13a-15(f). Such internal controls over financial reporting were designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission.

Based upon our evaluation under the framework in Internal Control-Integrated Framework, our management concluded that our internal control over financial reporting was effective as of June 30, 2010. Our management’s assessment of the effectiveness of our internal control over financial reporting as of December 31, 2009 has been audited by Porter Keadle Moore, LLP, an independent registered public accounting firm, as stated in their report included in our Form 10-K for the year ended December 31, 2009.

(c) Changes in Internal Controls

Bank of Florida Corporation has made no significant changes in its internal controls over financial reporting during the six months ended June 30, 2010 that have materially affected or are reasonably likely to materially affect our internal control over financial reporting.

 

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Table of Contents

(d) Limitations on the Effectiveness of Controls

Our management, including our Chief Executive Officer and Chief Financial Officer, does not expect that our disclosure controls and internal controls will prevent all errors and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within Bank of Florida Corporation have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the control.

The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions; over time, controls may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.

PART II. – OTHER INFORMATION

 

ITEM 1. LEGAL PROCEEDINGS

From time-to-time, the Company may be involved in various legal proceedings arising in the ordinary course of business. Management believes that the ultimate aggregate liabilities arising from these proceedings, if any, will not have a material adverse effect on our financial condition or results of operations.

 

ITEM 1A. Risk Factors.

Investing in shares of our common stock is speculative and involves a high degree of risk, including the risks described below. These risks are in addition to those Risk Factors described in our Form 10-K for the year ended December 31, 2009. You should carefully consider the following information about these risks, together with the other information contained in this Form 10-Q and the Risk Factors described in our Form 10-K for the year ended December 31, 2009. These risks could materially affect our business, results of operations or financial condition and the trading price of our common stock. The risks that we have highlighted here and in our Form 10-K for the year ended December 31, 2009 are not the only ones that we face. For example, additional risks presently unknown to us or that we currently consider immaterial or unlikely could be material or could occur.

Shares of our common stock likely have no value.

Due to the size, revenues, profit potential and value of our Trust Company operations relative to our preferred stock’s $5.8 million in liquidation preference, it is likely that the shares of our common stock have no value.

There are substantial doubts as to our ability to continue as a going concern or to continue viable operations.

On May 28, 2010, our three bank subsidiaries were closed by the Florida Office of Financial Regulation and placed into receivership with the Federal Deposit Insurance Corporation. Bank of Florida Trust Company can not be expected to provide significant revenue or profits relative to the potential of our prior operations. Although we are presently continuing to operate the Trust Company we are also currently evaluating our options relative to the Trust Compnay, which include continuing to operate it, selling it, merging it into another financial and any other reasonable, viable strategic transaction. If we ultimately elect an option other than continuing to operate the Trust Company, it is our intent to wind down our operations following divestiture of the Trust Company. If we do elect to divest of the Trust Company, or if we are not successful in continuing its operations in a profitable manger, we may not be able to continue as a going concern. In which case, share of our common stock will have no value.

Any dividends received from the profitable operation of the Trust Company, or proceeds received from a sale of the Trust Company, will likely be distributed to our Series B Preferred Stockholders and our common shareholders will receive nothing for their shares

If we successfully operate the Trust Company, or are successful in divesting of the Trust Company, it is likely that any dividends or proceeds will be distributed to the holders of our Series B Preferred Stock, which has a $5.8 million aggregate liquidation preference relative to our common stock. Our common shareholders should expect to receive nothing from the continued operations of the Trust Company or from the sale of the Trust Company (and subsequent dissolution or winding up of the Company).

 

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Shares of our common stock are extremely illiquid.

Following the failure of our three bank subsidiaries, our common stock was delisted from the Nasdaq stock market. Shares of our common stock now trade on the “pink sheets,” which is far less liquid than the Nasdaq. Therefore, you may not be able to sell your stock at a price you find acceptable, or at all.

 

ITEM 3. DEFAULT UPON SENIOR SECURITIES

The Company has not declared or paid the dividends due on January 1, 2010, April 1, 2010, July 1, 2010 or October 1, 2010 on the outstanding shares of its Series B Preferred Stock. As of June 30, 2010, the aggregate amount of dividends in arrears totaled $215,000 and as of December 16, 2010, totaled $430,000.

 

ITEM 6. EXHIBITS

The following exhibits are filed with the Securities and Exchange Commission and are incorporated by reference into this Form 10-K. The exhibits which are denominated by a (b.) were previously filed as a part of Amendment No. 1 to Form SB-2, filed with the SEC on May 7, 1999. The exhibits which are denominated by a (c.) were previously filed as a part of Form 10-KSB filed with the SEC on March 30, 2000. The exhibits which are denominated by a (g.) were previously filed as part of Form 8-K filed on July 2, 2009. The exhibits which are denominated by a (h.) were previously filed as part of Form 10-Q filed on November 9, 2007. The exhibits that are denominated by a (j.) were previously filed as part of Form 10-Q filed with the SEC on August 4, 2005. The exhibits that are denominated by a The exhibits that are denominated by a (m.) were previously filed as part of Schedule DEF 14A filed with the SEC on April 21, 2006. The exhibits that are denominated by a (n.) were previously filed as part of Form 10-K filed with the SEC on March 8, 2007. The exhibits that are denominated by a (o.) were previously filed as part of Form 10-Q filed with the SEC on August 7, 2008. The exhibits that are denominated by a (p.) were previously filed as part of Form S-8 filed with the Securities and Exchange Commission on October 30, 2009.

 

Exhibit
Number

  

Description of Exhibit

     j.3.1    Amended and Restated Articles of Incorporation
    o.3.2    Third Amended and Restated Bylaws dated April 24, 2008
    n.3.3    Article of Amendment to Restated Articles of Incorporation dated December 20, 2006
    g.3.4    Articles of Amendment to Articles of Incorporation dated June 26, 2009
    q.3.5    Articles of Amendment to Restated Articles of Incorporation dated August 27, 2009
    b.4.1    Specimen Common Stock Certificate
    m.4.2    2006 Stock Compensation Plan
    g.4.4    Specimen Series B Preferred Stock Certificate
  c.10.4    1999 Stock Option Plan
  c.10.5    Form of Incentive Stock Option Agreement
  p.10.21    401(k) Plan
  h.14.1    Code of Ethical Conduct (for Principal Executive and Financial Officer) approved on September 20, 2007
  h.14.2    Code of Ethics approved on September 20, 2007
     21.1    Subsidiaries of the Registrant
     31.1    Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 – Principal Executive Officer
     32.1    Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 – Principal Executive Officer

 

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SIGNATURES

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

 

  BANK OF FLORIDA CORPORATION
Dated: December 16, 2010   By:  

/s/    Joe B. Cox        

    Joe B. Cox
   

Chief Executive Officer

(Principal Executive Officer)

Chief Financial Officer

(Principal Financial Officer)

 

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