##### Table of Contents

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U.S. SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



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FORM 10-QSB



(Mark One)

|x |  | QUARTERLY REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
|- |  | ---------------------------------------------------------------------------------



For the quarterly period ended June 30, 2003



| ̈ |  | TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE EXCHANGE ACT
|- |  | ---------------------------------------------------------------



For the transition period from to



Commission file number 333-103907



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OLD FLORIDA BANKSHARES, INC.

(Exact Name of Small Business Issuer as Specified in Its Charter)



|Florida                                                        |  | 65-1113601                          
|-------------------------------------------------------------- |  | ------------------------------------
|(State or Other Jurisdiction of Incorporation or Organization) |  | (I.R.S. Employer Identification No.)



6321 Daniels Parkway

Fort Myers, Florida 33912

(Address of Principal Executive Offices)



(239) 561-6222

(Issuers Telephone Number, Including Area Code)



(Former Name, Former Address and Former Fiscal Year, if Changed Since Last
Report)



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



State the number of shares outstanding of each of the issuers classes of common equity, as of the latest practicable date;



|Common stock, par value $.01 per share |  | 1,216,595 shares             
|-------------------------------------- |  | -----------------------------
|(class)                                |  | Outstanding at August 8, 2003



Transitional Small
Business Format (Check One):    YES ̈NO  x



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##### Table of Contents

OLD FLORIDA BANKSHARES, INC. AND SUBSIDIARIES



INDEX



|                                                                                                                         |  | Page 
|------------------------------------------------------------------------------------------------------------------------ |  | -----
|                                                                                                                         | 
|PART I. FINANCIAL INFORMATION                                                                                            |  |      
|                                                                                                                         | 
|Item 1. Interim Financial Statements                                                                                     |  |      
|                                                                                                                         | 
|Condensed Consolidated Balance SheetsAt June 30, 2003 (unaudited) and At December 31, 2002                              |  | 2    
|                                                                                                                         | 
|Condensed Consolidated Statements of EarningsThree and Six Months Ended June 30, 2003 and 2002 (unaudited)              |  | 3    
|                                                                                                                         | 
|Condensed Consolidated Statements of Changes in Stockholders EquitySix Months Ended June 30, 2003 and 2002 (unaudited) |  | 4    
|                                                                                                                         | 
|Condensed Consolidated Statements of Cash FlowsSix Months Ended June 30, 2003 and 2002 (unaudited)                      |  | 5    
|                                                                                                                         | 
|Notes to Condensed Consolidated Financial Statements (unaudited)                                                         |  | 6-9  
|                                                                                                                         | 
|Review by Independent Certified Public Accountants                                                                       |  | 10   
|                                                                                                                         | 
|Independent Accountants Report                                                                                          |  | 11   
|                                                                                                                         | 
|Item 2.
Managements Discussion and Analysis of Financial Condition and Results of Operations                            |  | 12-17
|                                                                                                                         | 
|Item 3.
Controls and Procedures                                                                                          |  | 18   
|                                                                                                                         | 
|PART II. OTHER INFORMATION                                                                                               |  |      
|                                                                                                                         | 
|Item 1.
Legal Proceedings                                                                                                |  | 18   
|                                                                                                                         | 
|Item 4.
Submission of Matters to a Vote of Security Holders                                                              |  | 18   
|                                                                                                                         | 
|Item 6.
Exhibits and Reports on Form 8-K                                                                                 |  | 19-20
|                                                                                                                         | 
|SIGNATURES                                                                                                               |  | 21   



1



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##### Table of Contents

OLD FLORIDA BANKSHARES, INC. AND SUBSIDIARIES



PART I. FINANCIAL INFORMATION



Item 1. Financial Statements



Condensed
Consolidated Balance Sheets

($ in thousands, except share amounts)



|                                                                                                   |  | June 30, 2003 |         |   | December 31,2002 |        
|-------------------------------------------------------------------------------------------------- |  | ------------- | ------- | - | ---------------- | -------
|                                                                                                   |  | (Unaudited)   |         |   |                  |        
|Assets                                                                                             |  |               |         |   |                  |        
|                                                                                                   |  |              
|Cash and due from banks                                                                            |  | $             | 4,188   |   |                  | 2,804  
|Interest-bearing deposits with banks                                                               |  |               | 264     |   |                  | 2,472  
|Federal funds sold                                                                                 |  |               | 1,439   |   |                  | 1,337  
|                                                                                                   |  |               |         |   |                  |        
|Total cash and cash equivalents                                                                    |  |               | 5,891   |   |                  | 6,613  
|Securities available for sale                                                                      |  |               | 9,533   |   |                  | 8,934  
|Securities held to maturity                                                                        |  |               | 985     |   |                  |       
|Loans, net of allowance for loan losses of $968 in 2003 and $965 in 2002                           |  |               | 84,511  |   |                  | 87,272 
|Premises and equipment, net                                                                        |  |               | 5,190   |   |                  | 4,131  
|Federal Home Loan Bank stock, at cost                                                              |  |               | 218     |   |                  | 169    
|Accrued interest receivable                                                                        |  |               | 341     |   |                  | 372    
|Deferred income taxes                                                                              |  |               | 154     |   |                  | 262    
|Other assets                                                                                       |  |               | 369     |   |                  | 395    
|                                                                                                   |  |               |         |   |                  |        
|Total assets                                                                                       |  | $             | 107,192 |   |                  | 108,148
|                                                                                                   |  |               |         |   |                  |        
|Liabilities and Stockholders Equity                                                               |  |               |         |   |                  |        
|                                                                                                   |  |              
|Liabilities:                                                                                       |  |               |         |   |                  |        
|Noninterest-bearing demand deposits                                                                |  |               | 8,302   |   |                  | 7,206  
|Savings, NOW and money-market deposits                                                             |  |               | 39,260  |   |                  | 38,839 
|Time deposits                                                                                      |  |               | 42,102  |   |                  | 45,882 
|                                                                                                   |  |               |         |   |                  |        
|Total deposits                                                                                     |  |               | 89,664  |   |                  | 91,927 
|Official checks                                                                                    |  |               | 662     |   |                  | 566    
|Federal Home Loan Bank advances                                                                    |  |               | 4,354   |   |                  | 3,360  
|Accrued interest payable and other liabilities                                                     |  |               | 355     |   |                  | 321    
|                                                                                                   |  |               |         |   |                  |        
|Total liabilities                                                                                  |  |               | 95,035  |   |                  | 96,174 
|                                                                                                   |  |               |         |   |                  |        
|Stockholders equity:                                                                              |  |               |         |   |                  |        
|Preferred stock, $.01 par value; 1,000,000 shares authorized, none issued or outstanding           |  |               |        |   |                  |       
|Common stock, $.01 par value; 5,000,000 shares authorized, 1,216,595 shares issued and outstanding |  |               | 12      |   |                  | 12     
|Additional paid-in capital                                                                         |  |               | 12,426  |   |                  | 12,426 
|Accumulated deficit                                                                                |  |               | (387    | ) |                  | (577   
|Accumulated other comprehensive income                                                             |  |               | 106     |   |                  | 113    
|                                                                                                   |  |               |         |   |                  |        
|Total stockholders equity                                                                         |  |               | 12,157  |   |                  | 11,974 
|                                                                                                   |  |               |         |   |                  |        
|Total liabilities and stockholders equity                                                         |  | $             | 107,192 |   |                  | 108,148
|                                                                                                   |  |               |         |   |                  |        



See Accompanying Notes
to Condensed Consolidated Financial Statements.



2



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OLD FLORIDA BANKSHARES, INC. AND SUBSIDIARIES



Condensed Consolidated Statements of Earnings (Unaudited)

($ in thousands, except share amounts)



|                                                          |  | Three Months Ended June 30, |           | Six Months Ended June 30,
|--------------------------------------------------------- |  | --------------------------- | --------- | -------------------------
|                                                          |  | 2003                        |           | 2002                     
|Interest income:                                          |  |                             |           |                          
|Loans                                                     |  | $                           | 1,503     |                          
|Securities                                                |  |                             | 125       |                          
|Other interest-earning assets                             |  |                             | 11        |                          
|                                                          |  |                             |           |                          
|Total interest income                                     |  |                             | 1,639     |                          
|                                                          |  |                             |           |                          
|Interest expense:                                         |  |                             |           |                          
|Deposits                                                  |  |                             | 582       |                          
|Other borrowings                                          |  |                             | 9         |                          
|                                                          |  |                             |           |                          
|Total interest expense                                    |  |                             | 591       |                          
|                                                          |  |                             |           |                          
|Net interest income                                       |  |                             | 1,048     |                          
|Provision for loan losses                                 |  |                             |          |                          
|                                                          |  |                             |           |                          
|Net interest income after provision for loan losses       |  |                             | 1,048     |                          
|                                                          |  |                             |           |                          
|Noninterest income:                                       |  |                             |           |                          
|Service charges on deposit accounts                       |  |                             | 37        |                          
|Other service charges and fees                            |  |                             | 20        |                          
|Gain on sale of securities available for sale             |  |                             | 15        |                          
|Gain on sale of loans held for sale                       |  |                             | 69        |                          
|                                                          |  |                             |           |                          
|Total noninterest income                                  |  |                             | 141       |                          
|                                                          |  |                             |           |                          
|Noninterest expenses:                                     |  |                             |           |                          
|Salaries and employee benefits                            |  |                             | 611       |                          
|Occupancy and equipment                                   |  |                             | 203       |                          
|Advertising                                               |  |                             | 12        |                          
|Insurance                                                 |  |                             | 6         |                          
|Data processing                                           |  |                             | 66        |                          
|Telephone                                                 |  |                             | 26        |                          
|Professional fees                                         |  |                             | 28        |                          
|Other                                                     |  |                             | 116       |                          
|                                                          |  |                             |           |                          
|Total noninterest expenses                                |  |                             | 1,068     |                          
|                                                          |  |                             |           |                          
|Earnings before income taxes                              |  |                             | 121       |                          
|Income taxes                                              |  |                             | 47        |                          
|                                                          |  |                             |           |                          
|Net earnings                                              |  | $                           | 74        |                          
|                                                          |  |                             |           |                          
|Basic earnings per share                                  |  | $                           | .06       |                          
|                                                          |  |                             |           |                          
|Weighted-average number of shares outstanding for basic   |  |                             | 1,216,595 |                          
|                                                          |  |                             |           |                          
|Diluted earnings per share                                |  | $                           | .06       |                          
|                                                          |  |                             |           |                          
|Weighted-average number of shares outstanding for diluted |  |                             | 1,238,860 |                          
|                                                          |  |                             |           |                          
|Dividends per share                                       |  | $                           |          |                          
|                                                          |  |                             |           |                          



See Accompanying Notes
to Condensed Consolidated Financial Statements.



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OLD FLORIDA BANKSHARES, INC. AND SUBSIDIARIES



Condensed Consolidated Statements of Changes in Stockholders Equity



For the Six Months Ended June 30, 2003 and 2002

(In thousands)



|                                                                                       |  | CommonStock |    | AdditionalPaid-InCapital |        | AccumulatedDeficit |      |   | AccumulatedOtherComprehensiveIncome |     |   | TotalStockholdersEquity |       
|-------------------------------------------------------------------------------------- |  | ----------- | -- | ------------------------ | ------ | ------------------ | ---- | - | ----------------------------------- | --- | - | ------------------------ | ------
|Balance at December 31, 2001                                                           |  | $           | 12 |                          | 12,426 |                    | (966 | ) |                                     | 42  |   |                          | 11,514
|                                                                                       |  |             |    |                          |        |                    |      |   |                                     |     |   |                          |       
|Comprehensive income:                                                                  |  |             |    |                          |        |                    |      |   |                                     |     |   |                          |       
|Net earnings (unaudited)                                                               |  |             |   |                          |       |                    | 184  |   |                                     |    |   |                          | 184   
|Net change in unrealized gain on securities available for sale, net of tax (unaudited) |  |             |   |                          |       |                    |     |   |                                     | 64  |   |                          | 64    
|                                                                                       |  |             |    |                          |        |                    |      |   |                                     |     |   |                          |       
|Comprehensive income (unaudited)                                                       |  |             |    |                          |        |                    |      |   |                                     |     |   |                          | 248   
|                                                                                       |  |             |    |                          |        |                    |      |   |                                     |     |   |                          |       
|Balance at June 30, 2002 (unaudited)                                                   |  |             | 12 |                          | 12,426 |                    | (782 | ) |                                     | 106 |   |                          | 11,762
|                                                                                       |  |             |    |                          |        |                    |      |   |                                     |     |   |                          |       
|Balance at December 31, 2002                                                           |  |             | 12 |                          | 12,426 |                    | (577 | ) |                                     | 113 |   |                          | 11,974
|                                                                                       |  |             |    |                          |        |                    |      |   |                                     |     |   |                          |       
|Comprehensive income:                                                                  |  |             |    |                          |        |                    |      |   |                                     |     |   |                          |       
|Net earnings (unaudited)                                                               |  |             |   |                          |       |                    | 190  |   |                                     |    |   |                          | 190   
|Net change in unrealized gain on securities available for sale, net of tax (unaudited) |  |             |   |                          |       |                    |     |   |                                     | (7  | ) |                          | (7    
|                                                                                       |  |             |    |                          |        |                    |      |   |                                     |     |   |                          |       
|Comprehensive income (unaudited)                                                       |  |             |    |                          |        |                    |      |   |                                     |     |   |                          | 183   
|                                                                                       |  |             |    |                          |        |                    |      |   |                                     |     |   |                          |       
|Balance at June 30, 2003 (unaudited)                                                   |  | $           | 12 |                          | 12,426 |                    | (387 | ) |                                     | 106 |   |                          | 12,157
|                                                                                       |  |             |    |                          |        |                    |      |   |                                     |     |   |                          |       



See Accompanying Notes
to Condensed Consolidated Financial Statements.



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OLD FLORIDA BANKSHARES, INC. AND SUBSIDIARIES



Condensed Consolidated Statements of Cash Flows (Unaudited)

(In thousands)



|                                                                                                   |  | Six Months EndedJune 30, |       
|-------------------------------------------------------------------------------------------------- |  | ------------------------ | ------
|                                                                                                   |  | 2003                     |       
|Cash flows from operating activities:                                                              |  |                          |       
|Net earnings                                                                                       |  | $                        | 190   
|Adjustments to reconcile net earnings to net cash provided by operating activities:                |  |                          |       
|Depreciation and amortization                                                                      |  |                          | 198   
|Provision for loan losses                                                                          |  |                          |      
|Provision for deferred income taxes                                                                |  |                          | 112   
|Amortization of loan fees, costs, premiums and discounts                                           |  |                          | 244   
|Gain on sale of securities available for sale                                                      |  |                          | (15   
|Gain on sale of loans held for sale                                                                |  |                          | (101  
|Proceeds from sale of loans held for sale                                                          |  |                          | 1,288 
|Originations of loans held for sale                                                                |  |                          | (1,187
|Decrease (increase) in accrued interest receivable                                                 |  |                          | 31    
|Decrease (increase) in other assets                                                                |  |                          | 15    
|Increase in official checks, accrued interest payable and other liabilities                        |  |                          | 130   
|                                                                                                   |  |                          |       
|Net cash provided by operating activities                                                          |  |                          | 905   
|                                                                                                   |  |                          |       
|Cash flows from investing activities:                                                              |  |                          |       
|Purchase of securities available for sale                                                          |  |                          | (6,530
|Purchase of securities held to maturity                                                            |  |                          | (987  
|Principal collected on securities available for sale                                               |  |                          | 2,862 
|Call of securities available for sale                                                              |  |                          | 3,018 
|Sale of securities available for sale                                                              |  |                          |      
|Net decrease in loans                                                                              |  |                          | 2,574 
|Purchase of Federal Home Loan Bank stock                                                           |  |                          | (49   
|Purchase of premises and equipment                                                                 |  |                          | (1,246
|Cash received in acquisition of deposit accounts                                                   |  |                          |      
|                                                                                                   |  |                          |       
|Net cash (used in) provided by investing activities                                                |  |                          | (358  
|                                                                                                   |  |                          |       
|Cash flows from financing activities:                                                              |  |                          |       
|Net decrease in deposits                                                                           |  |                          | (2,263
|Repayment of Federal Home Loan Bank advances                                                       |  |                          | (6    
|Proceeds from Federal Home Loan Bank advances                                                      |  |                          | 1,000 
|                                                                                                   |  |                          |       
|Net cash used in financing activities                                                              |  |                          | (1,269
|                                                                                                   |  |                          |       
|Net (decrease) increase in cash and cash equivalents                                               |  |                          | (722  
|Cash and cash equivalents at beginning of period                                                   |  |                          | 6,613 
|                                                                                                   |  |                          |       
|Cash and cash equivalents at end of period                                                         |  | $                        | 5,891 
|                                                                                                   |  |                          |       
|Supplemental disclosure of cash flow information:                                                  |  |                          |       
|                                                                                                   |  |                         
|Cash paid during the period for:                                                                   |  |                          |       
|Interest                                                                                           |  | $                        | 1,232 
|                                                                                                   |  |                          |       
|Income taxes                                                                                       |  | $                        |      
|                                                                                                   |  |                          |       
|Noncash transaction-                                                                               |  |                          |       
|Accumulated other comprehensive income, change in unrealized gain on securities available for sale |  | $                        | (7    
|                                                                                                   |  |                          |       



See Accompanying Notes
to Condensed Consolidated Financial Statements.



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OLD FLORIDA BANKSHARES, INC. AND SUBSIDIARIES



Notes to Condensed Consolidated Financial Statements (Unaudited)



(1) Description of Business and Basis of Presentation



In the opinion of management, the accompanying condensed consolidated financial statements contain all adjustments (consisting
principally of normal recurring accruals) necessary to present fairly the financial position at June 30, 2003, the results of operations for the three- and six-month periods ended June 30, 2003 and 2002 and cash flows for the six month periods ended
June 30, 2003 and 2002. The results of operations for the three- and six-month periods ended June 30, 2003 are not necessarily indicative of the results to be expected for the year ending December 31, 2003.



General. Old Florida Bankshares, Inc. (the
Holding Company) owns 100% of the outstanding common stock of Old Florida Bank (the Bank) and Old Florida Capital, Inc. (OFC) (collectively the Company).



The Holding Companys only business activities are those of its
subsidiaries. The Bank is a state (Florida) chartered commercial bank. The Bank offers a variety of community banking services to individual and corporate customers through its two banking offices located in Ft. Myers and Bonita Springs, Florida.
The deposits of the Bank are insured by the Federal Deposit Insurance Corporation. In 2002, the Holding Company established OFC which began brokering commercial mortgage loans in 2003.



In February 2002, the Company acquired deposits from another financial institution in South Fort Myers, Florida. The
deposits were transferred to the Fort Myers branch. The excess of the fair value of liabilities assumed over the fair value of tangible assets acquired in this transaction is being amortized on the straight-line basis over ten years. The intangible
asset at June 30, 2003 was $184,000 and is included in other assets on the condensed consolidated balance sheet.



On December 31, 2002, the Holding Company entered into an Agreement and Plan of Merger (the Merger Agreement) with Marine BancShares, Inc.
(Marine) pursuant to which Marine agreed to merge with and into the Holding Company. Under the terms of the Merger Agreement, each share of Marine common stock will be exchanged for .62 shares of the common stock of the Holding Company.
Marine is the parent company of Marine National Bank, which operates from one office in Collier County, Florida. The merger is expected to be consummated on August 15, 2003. At June 30, 2003, Marine had total assets of approximately $55.8 million
and stockholders equity of approximately $6.9 million. The Holding Company will account for this transaction using the purchase method of accounting.



Basis of Presentation.The accompanying condensed consolidated financial statements include the accounts of the Holding
Company, the Bank and OFC. All significant intercompany accounts and transactions have been eliminated in consolidation.



(continued)



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OLD FLORIDA BANKSHARES, INC. AND SUBSIDIARIES



Notes to Condensed Consolidated Financial Statements (Unaudited),
Continued



(2) Loans



The activity in the allowance for loan losses follows (in thousands):



|                                 |  | Three Months Ended June 30, |     |      | Six Months Ended June 30, |  
|-------------------------------- |  | --------------------------- | --- | ---- | ------------------------- | -
|                                 |  | 2003                        |     | 2002 |                           |  
|Beginning balance                |  | $                           | 965 |      | 839                       |  
|Provision for loan losses        |  |                             |    |      |                          |  
|Recoveries, net of (charge-offs) |  |                             | 3   |      | (9                        | )
|                                 |  |                             |     |      |                           |  
|Ending balance                   |  | $                           | 968 |      | 830                       |  
|                                 |  |                             |     |      |                           |  



The
Company had no impaired loans during the six months ended June 30, 2003 or 2002.



The Company had no nonaccrual loans or loans which were over ninety days past due but still accruing interest at June 30, 2003 or 2002.



The Company had no loans held for sale at
June 30, 2003 or December 31, 2002.



(3) Earnings Per Share



Earnings per share (EPS) of common stock has
been computed on the basis of the weighted-average number of shares of common stock outstanding. For the three and six months ended June 30, 2003 and 2002, outstanding stock options are considered dilutive securities for purposes of calculating
diluted EPS which is computed using the treasury stock method. The following tables present the calculations of EPS (dollars in thousands, except per share amounts).



|                                                                      |  | 2003     |    | 2002                 
|--------------------------------------------------------------------- |  | -------- | -- | ---------------------
|                                                                      |  | Earnings |    | WeightedAverageShares
|Three months ended June 30:                                           |  |          |    |                      
|                                                                      |  |          |    |                      
|Basic EPS:                                                            |  |          |    |                      
|Net earnings available to common stockholders                         |  | $        | 74 |                      
|                                                                      |  |          |    |                      
|Effect of dilutive securities-                                        |  |          |    |                      
|Incremental shares from assumed conversion of options                 |  |          |   |                      
|                                                                      |  |          |    |                      
|Diluted EPS:                                                          |  |          |    |                      
|Net earnings available to common stockholders and assumed conversions |  | $        | 74 |                      
|                                                                      |  |          |    |                      



(continued)



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OLD FLORIDA BANKSHARES, INC. AND SUBSIDIARIES



Notes to Condensed Consolidated Financial Statements (Unaudited),
Continued



(3) Earnings Per Share, Continued



|                                                                      |  | 2003     |     | 2002                 
|--------------------------------------------------------------------- |  | -------- | --- | ---------------------
|                                                                      |  | Earnings |     | WeightedAverageShares
|Six months ended June 30:                                             |  |          |     |                      
|                                                                      |  |          |     |                      
|Basic EPS:                                                            |  |          |     |                      
|Net earnings available to common stockholders                         |  | $        | 190 |                      
|                                                                      |  |          |     |                      
|Effect of dilutive securities-                                        |  |          |     |                      
|Incremental shares from assumed conversion of options                 |  |          |    |                      
|                                                                      |  |          |     |                      
|Diluted EPS:                                                          |  |          |     |                      
|Net earnings available to common stockholders and assumed conversions |  | $        | 190 |                      
|                                                                      |  |          |     |                      



(4) Stock Option Plans



The Company has an incentive stock
option plan for officers and employees of the Company and has reserved 100,000 shares of common stock for the plan. The exercise price of the stock options is the greater of $10 or the fair market value of the common stock on the date of grant. The
options vest 33% during the second and third year, respectively, after grant and are fully exercisable during the fourth year after the grant date. The options must be exercised within 10 years from the date of grant. At June 30, 2003, 33,439 shares
remain available for grant.



The Company also
has a nonqualified stock option plan for directors of the Company and has reserved 100,000 shares of common stock for the plan. The exercise price of the stock options is the greater of $10 or the fair market value of the common stock on the date of
grant. The options vest 33% during the second and third year, respectively, after grant and are fully exercisable during the fourth year after the grant date. The options must be exercised within 10 years from the date of grant. As of June 30, 2003,
all available options had been granted.



A
summary of stock option transactions follows ($ in thousands, except per share amounts):



|                                                   |  | Numberof Shares |  | Rangeof PerShareOptionPrice |             | Weighted-AveragePer SharePrice |       | AggregateOptionPrice
|-------------------------------------------------- |  | --------------- |  | --------------------------- | ----------- | ------------------------------ | ----- | --------------------
|Outstanding at December 31, 2001 and June 30, 2002 |  | 151,561         |  | $                           | 10.00-11.50 |                                | 10.10 |                     
|                                                   |  |                 |  |                             |             |                                |       |                     
|Outstanding at December 31, 2002 and June 30, 2003 |  | 166,561         |  | $                           | 10.00-12.50 |                                | 10.35 |                     
|                                                   |  |                 |  |                             |             |                                |       |                     



(continued)



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OLD FLORIDA BANKSHARES, INC. AND SUBSIDIARIES



Notes to Condensed Consolidated Financial Statements (Unaudited),
Continued



(4) Stock Option Plans, Continued



The Company accounts their stock option plans under the recognition and measurement principles of APB No.
25. No stock-based employee compensation cost is reflected in net earnings, as all options granted under these plans had an exercise price equal to the market value of the underlying common stock on the date of grant. The following table illustrates
the effect on net earnings and earnings per share if the Company had applied the fair value recognition provisions of SFAS No. 123 to stock-based employee compensation ($ thousands, except per share data):



|                                                                                                                                       |  | Three Months Ended June 30, |     |   | Six Months Ended June 30, |    
|-------------------------------------------------------------------------------------------------------------------------------------- |  | --------------------------- | --- | - | ------------------------- | ---
|                                                                                                                                       |  | 2003                        |     |   | 2002                      |    
|Net earnings, as reported                                                                                                              |  | $                           | 74  |   |                           | 82 
|Deduct: Total stock-based employee compensation determined under the fair value based method for all awards, net of related tax
effect |  |                             | (12 | ) |                           | (10
|                                                                                                                                       |  |                             |     |   |                           |    
|Proforma net earnings                                                                                                                  |  | $                           | 62  |   |                           | 72 
|                                                                                                                                       |  |                             |     |   |                           |    
|Basic earnings per share                                                                                                               |  | $                           | .06 |   |                           | .07
|                                                                                                                                       |  |                             |     |   |                           |    
|Proforma basic earnings per share                                                                                                      |  | $                           | .05 |   |                           | .06
|                                                                                                                                       |  |                             |     |   |                           |    
|Diluted earnings per share                                                                                                             |  | $                           | .06 |   |                           | .07
|                                                                                                                                       |  |                             |     |   |                           |    
|Proforma diluted earnings per share                                                                                                    |  | $                           | .05 |   |                           | .06
|                                                                                                                                       |  |                             |     |   |                           |    



(5) Regulatory Capital



The Bank is required to maintain certain
minimum regulatory capital requirements. The following is a summary at June 30, 2003 of the regulatory capital requirements for a well capitalized financial institution and the Banks actual capital on a percentage basis:



|                                                |  | Actual |   |  | RegulatoryRequirement |  
|----------------------------------------------- |  | ------ | - |  | --------------------- | -
|Total capital to risk-weighted assets           |  | 13.87  | % |  | 10.00                 | %
|Tier I capital to risk-weighted assets          |  | 12.80  | % |  | 6.00                  | %
|Tier I capital to total assets - leverage ratio |  | 10.74  | % |  | 5.00                  | %



9



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##### Table of Contents

OLD FLORIDA BANKSHARES, INC. AND SUBSIDIARIES



Review by Independent Certified Public Accountants



Hacker, Johnson & Smith PA, independent certified public accountants, have made a limited review of the financial data as of June 30, 2003, and for the three- and six- month periods ended June 30, 2003 and 2002
presented in this document, in accordance with standards established by the American Institute of Certified Public Accountants.



Their report furnished pursuant to Article 10 of Regulation S-X is included herein.



10



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##### Table of Contents

Independent Accountants Report



The Board of Directors

Old Florida Bankshares, Inc.

Fort Myers, Florida:



We have reviewed the accompanying condensed consolidated balance sheet of Old Florida Bankshares, Inc. and Subsidiaries (the Company) as of
June 30, 2003, the related condensed consolidated statements of earnings for the three- and six- month periods ended June 30, 2003 and 2002 and the related condensed consolidated statements of changes in stockholders equity and cash flows for
the six-month periods ended June 30, 2003 and 2002. These financial statements are the responsibility of the Companys management.



We conducted our reviews in accordance with standards established by the American Institute of Certified Public Accountants. A review of interim financial
information consists principally of applying analytical procedures to financial data and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with
auditing standards generally accepted in the United States of America, the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion.



Based on our reviews, we are not aware of any material modifications that
should be made to the condensed consolidated financial statements referred to above for them to be in conformity with accounting principles generally accepted in the United States of America.



We have previously audited, in accordance with auditing standards generally
accepted in the United States of America, the consolidated balance sheet of the Company as of December 31, 2002, and the related consolidated statements of earnings, changes in stockholders equity and cash flows for the year then ended (not
presented herein); and in our report dated January 8, 2003 we expressed an unqualified opinion on those consolidated financial statements. In our opinion, the information set forth in the accompanying condensed consolidated balance sheet as of
December 31, 2002, is fairly stated, in all material respects, in relation to the consolidated balance sheet from which it has been derived.



/s/ Hacker, Johnson & Smith PA



HACKER, JOHNSON & SMITH PA

Tampa, Florida

July 7, 2003



11



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##### Table of Contents

OLD FLORIDA BANKSHARES, INC. AND SUBSIDIARIES



Item 2. Managements Discussion and Analysis

of Financial Condition and Results of Operations



Comparison of June 30, 2003 and December 31, 2002



General



Old Florida Bankshares, Inc. (the Holding Company) owns 100% of
the outstanding common stock of Old Florida Bank (the Bank) and Old Florida Capital, Inc. (OFC) (collectively the Company). The Holding Companys only business activities are those of its subsidiaries. The
Bank is a state (Florida) chartered commercial bank. The Bank offers a variety of community banking services to businesses and individuals through its two banking offices located in Ft. Myers and Bonita Springs, Florida. The deposits of the Bank are
insured by the Federal Deposit Insurance Corporation. In 2002, the Holding Company established OFC which began brokering commercial mortgage loans in 2003.



On December 31, 2002, the Holding Company entered into an Agreement and Plan of Merger (the Merger Agreement) with Marine BancShares, Inc.
(Marine) pursuant to which Marine agreed to merge with and into the Holding Company. Under the terms of the Merger Agreement, each share of Marine common stock will be exchanged for .62 shares of the common stock of the Holding Company.
Marine is the parent company of Marine National Bank, which operates from one office in Collier County, Florida. The merger is expected to be consummated on August 15, 2003. At June 30, 2003, Marine had total assets of approximately $55.8 million
and stockholders equity of approximately $6.9 million. The Holding Company will account for this transaction using the purchase method of accounting.



Liquidity and Capital Resources



The Companys primary sources of cash during the six months ended June 30, 2003 were from principal collected and the sale of securities of $5.9
million and net loan repayments of $2.6 million. Cash was used primarily to fund deposit out flows of $2.3 million, to purchase a building to be used as an operations center for $847,000 and to purchase securities of $7.5 million.



The following rates are presented for the dates and periods indicated:



|                                                                                                |  | Six MonthsEndedJune 30,2003 |    |  | Year EndedDecember 31,2002 |    |  | Six MonthsEndedJune 30,2002 |   
|----------------------------------------------------------------------------------------------- |  | --------------------------- | -- |  | -------------------------- | -- |  | --------------------------- | --
|Average equity as a percentage of average assets                                                |  | 11.05                       | %  |  | 11.44                      | %  |  | 11.28                       | % 
|Equity to total assets at end of period                                                         |  | 11.34                       | %  |  | 11.07                      | %  |  | 11.72                       | % 
|Return on average assets (1)                                                                    |  | .35                         | %  |  | .38                        | %  |  | .36                         | % 
|Return on average equity (1)                                                                    |  | 3.15                        | %  |  | 3.32                       | %  |  | 3.20                        | % 
|Noninterest expenses to average assets (1)                                                      |  | 3.79                        | %  |  | 3.30                       | %  |  | 3.21                        | % 
|Nonperforming loans and foreclosed real estate as a percentage of total assets at end of period |  | N                           | /A |  | N                          | /A |  | N                           | /A
|                                                                                                |  |                            



|(1) |  | Annualized for the six months ended June 30.
|--- |  | --------------------------------------------



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##### Table of Contents

OLD FLORIDA BANKSHARES, INC. AND SUBSIDIARIES



Off-Balance Sheet Arrangements and Aggregate Contractual Obligations



The Company is a party to financial instruments with off-balance-sheet risk
in the normal course of business to meet the financing needs of its customers. These financial instruments include commitments to extend credit and unused lines of credit. These instruments involve, to varying degrees, elements of credit and
interest-rate risk in excess of the amounts recognized in the condensed consolidated balance sheet. The contract amounts of those instruments reflect the extent of the Companys involvement in particular classes of financial instruments.



The Companys exposure to credit loss in the event of
nonperformance by the other party to the financial instruments for commitments to extend credit and unused lines of credit is represented by the contractual amount of those instruments. The Company uses the same credit policies in making commitments
as it does for on-balance-sheet instruments.



Commitments to
extend credit are agreements to lend to a customer as long as there is no violation of any condition established in the contract. Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee. Since
many of the commitments are expected to expire without being drawn upon, the total committed amounts do not necessarily represent future cash requirements. The Company evaluates each customers credit worthiness on a case-by-case basis. The
amount of collateral obtained, if it is deemed necessary by the Company upon extension of credit, is based on managements credit evaluation of the counterparty.



Unused lines of credit and commitments to extend credit typically result in loans with a market interest rate when funded.



A summary of the Companys financial instruments with
off-balance sheet risk at June 30, 2003 follows (in thousands):





|                             |  | Notional Amount |        | Carrying Amount |   | Estimated Fair Value
|---------------------------- |  | --------------- | ------ | --------------- | - | --------------------
|Commitments to extend credit |  | $               | 818    |                 |  |                     
|                             |  |                 |        |                 |   |                     
|Unused lines of credit       |  | $               | 19,432 |                 |  |                     
|                             |  |                 |        |                 |   |                     



Management believes
that the Company has adequate resources to fund all of its commitments and that substantially all its existing commitments will be funded in 2003.



(continued)



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##### Table of Contents

OLD FLORIDA BANKSHARES, INC. AND SUBSIDIARIES



Results of Operations



The following table sets forth, for the periods indicated, information regarding (i) the total dollar amount of interest and dividend income
of the Company from interest-earning assets and the resultant average yields; (ii) the total dollar amount of interest expense on interest-bearing liabilities and the resultant average cost; (iii) net interest income; (iv) interest-rate spread; and
(v) net interest margin.



|                                                                                 |                | Three Months Ended June 30, |                     
|-------------------------------------------------------------------------------- | -------------- | --------------------------- | --------------------
|                                                                                 | 2003           |                             |                     
|                                                                                 | AverageBalance |                             | InterestandDividends
|                                                                                 |                |                             |                     
|Assets                                                                           |                |                             |                     
|                                                                                 |                |                             |                     
|Loans                                                                            |                | $                           | 81,464              
|Securities                                                                       |                |                             | 11,522              
|Other interest-earning assets (1)                                                |                |                             | 4,062               
|                                                                                 |                |                             |                     
|Total interest-earning assets                                                    |                |                             | 97,048              
|                                                                                 |                |                             |                     
|Non-interest earning assets                                                      |                |                             | 11,717              
|                                                                                 |                |                             |                     
|Total assets                                                                     |                | $                           | 108,765             
|                                                                                 |                |                             |                     
|Liabilities and Stockholders Equity                                             |                |                             |                     
|                                                                                 |                |                             |                     
|Savings, NOW and money market deposit accounts                                   |                |                             | 40,275              
|Time deposits                                                                    |                |                             | 43,971              
|Federal Home Loan Bank advances                                                  |                |                             | 2,448               
|                                                                                 |                |                             |                     
|Total interest-bearing liabilities                                               |                |                             | 86,694              
|                                                                                 |                |                             |                     
|Non-interest-bearing liabilities                                                 |                |                             | 9,989               
|Stockholders equity                                                             |                |                             | 12,082              
|                                                                                 |                |                             |                     
|Total liabilities and stockholders equity                                       |                | $                           | 108,765             
|                                                                                 |                |                             |                     
|Interest-rate spread (2)                                                         |                |                             |                     
|                                                                                 |                |                             |                     
|Net interest income                                                              |                |                             |                     
|                                                                                 |                |                             |                     
|Net interest margin on average-earning assets (3)                                |                |                             |                     
|                                                                                 |                |                             |                     
|Ratio of average interest-earning assets to average interest-bearing liabilities |                |                             | 1.12                
|                                                                                 |                |                             |                     

---

|(1) |  | Includes Federal Home Loan Bank stock, Federal Funds sold and interest- bearing deposits.
|--- |  | -----------------------------------------------------------------------------------------

|(2) |  | Interest-rate spread represents the difference between the average yield on interest-earning assets and the average rate of interest-bearing liabilities.
|--- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------

|(3) |  | Net interest margin is net interest income divided by average interest-earning assets.
|--- |  | --------------------------------------------------------------------------------------



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OLD FLORIDA BANKSHARES, INC. AND SUBSIDIARIES



The following table sets forth, for the periods indicated, information regarding (i) the
total dollar amount of interest and dividend income of the Company from interest-earning assets and the resultant average yields; (ii) the total dollar amount of interest expense on interest-bearing liabilities and the resultant average cost; (iii)
net interest income; (iv) interest-rate spread; and (v) net interest margin.



|                                                                                 |                | Six Months Ended June 30, |                     
|-------------------------------------------------------------------------------- | -------------- | ------------------------- | --------------------
|                                                                                 | 2003           |                           |                     
|                                                                                 | AverageBalance |                           | InterestandDividends
|                                                                                 |                |                           |                     
|Assets                                                                           |                |                           |                     
|                                                                                 |                |                           |                     
|Loans                                                                            |                | $                         | 82,865              
|Securities                                                                       |                |                           | 10,981              
|Other interest-earning assets (1)                                                |                |                           | 4,100               
|                                                                                 |                |                           |                     
|Total interest-earning assets                                                    |                |                           | 97,946              
|                                                                                 |                |                           |                     
|Non-interest earnings assets                                                     |                |                           | 11,208              
|                                                                                 |                |                           |                     
|Total assets                                                                     |                | $                         | 109,154             
|                                                                                 |                |                           |                     
|Liabilities and Stockholders Equity                                             |                |                           |                     
|                                                                                 |                |                           |                     
|Savings, NOW and money market deposit accounts                                   |                |                           | 39,669              
|Time deposits                                                                    |                |                           | 44,552              
|Federal Home Loan Bank advances                                                  |                |                           | 2,901               
|                                                                                 |                |                           |                     
|Total interest-bearing liabilities                                               |                |                           | 87,122              
|                                                                                 |                |                           |                     
|Noninterest-bearing liabilities                                                  |                |                           | 9,973               
|Stockholders equity                                                             |                |                           | 12,059              
|                                                                                 |                |                           |                     
|Total liabilities and stockholders equity                                       |                | $                         | 109,154             
|                                                                                 |                |                           |                     
|Interest-rate spread (2)                                                         |                |                           |                     
|                                                                                 |                |                           |                     
|Net interest income                                                              |                |                           |                     
|                                                                                 |                |                           |                     
|Net interest margin on average-earning assets (3)                                |                |                           |                     
|                                                                                 |                |                           |                     
|Ratio of average interest-earning assets to average interest-bearing liabilities |                |                           | 1.12                
|                                                                                 |                |                           |                     

---

|(1) |  | Includes Federal Home Loan Bank stock, Federal Funds sold and interest-bearing deposits.
|--- |  | ----------------------------------------------------------------------------------------

|(2) |  | Interest-rate spread represents the difference between the average yield on interest-earning assets and the average rate of interest-bearing liabilities.
|--- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------

|(3) |  | Net interest margin is net interest income divided by average interest-earning assets.
|--- |  | --------------------------------------------------------------------------------------



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OLD FLORIDA BANKSHARES, INC. AND SUBSIDIARIES



Comparison of the Three-Month Periods Ended June 30, 2003 and 2002



General. Net earnings for
the three months ended June 30, 2003 was $74,000 or $.06 basic and diluted earnings per share compared to net earnings of $82,000 or $.07 basic and diluted earnings per share for the three months ended June 30, 2002. The decrease in the
Companys net earnings was primarily due to an increase in noninterest expenses, partially offset by an increase in net interest income and noninterest income.



Interest Income and Expense. Interest income decreased by $17,000 from $1,656,000 for the
three months ended June 30, 2002 to $1,639,000 for the three months ended June 30, 2003. Interest income on loans increased $44,000 primarily due to an increase in the average loan portfolio balance from $73.1 million for the three months ended June
30, 2002 to $81.5 million for the comparable period in 2003, partially offset by a decrease in the weighted-average yield from 7.98% in 2002 to 7.38% in 2003. Interest on securities decreased $44,000 primarily due to a decrease in the weighted
average yield from 6.11% in 2002 to 4.34% in 2003.



Interest
expense on interest-bearing deposits decreased by $160,000 from $742,000 for the three months ended June 30, 2002 to $582,000 for the three months ended June 30, 2003. Interest expense on interest-bearing deposits decreased due to a decrease in the
weighted rate paid from 3.59% in 2002 to 2.76% in 2003, partially offset by an increase in the average balance from $82.8 million in 2002 to $84.2 million in 2003.



Provision for Loan Losses. The provision for loan losses is charged to operations to bring
the total allowance to a level deemed appropriate by management and is based upon historical experience, the volume and type of lending conducted by the Company, industry standards, the amount of nonperforming loans, general economic conditions,
particularly as they relate to the Companys market areas, and other factors related to the collectibility of the Companys loan portfolio. No provision for loan losses was recorded for the three months ended June 30, 2003 or 2002. No
provision was considered necessary in 2003 due to the decrease in the loan portfolio in 2003 compared to the balance at December 31, 2002. Management believes the balance in the allowance for loan losses of $968,000 at June 30, 2003 is adequate.



Noninterest Income.Noninterest
income increased $70,000 during the three month period ended June 30, 2003 compared to the same period in 2002 primarily due to an increase of $69,000 from gains on the sale of residential real estate loans held for sale.



Noninterest Expenses. Noninterest expenses
increased $215,000 during the three-month period ended June 30, 2003 compared to the same period in 2002. Noninterest expenses increased primarily due to an increase in salaries and employee benefits as a result of an increase in number of employees
in the residential lending department during 2003 and an increase in data processing due to a change in the data processor.



| | Income |  | Taxes. The income tax provision for the three months ended June 30, 2003 was $47,000 (an effective rate of 38.8 %) compared to $49,000 (an effective rate of 37.4%) for
the comparable 2002 period.
| | ------ |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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OLD FLORIDA BANKSHARES, INC. AND SUBSIDIARIES



Comparison of the Six-Month Periods Ended June 30, 2003 and 2002



General. Net earnings for
the six months ended June 30, 2003 was $190,000 or $.16 basic and $.15 diluted earnings per share compared to net earnings of $184,000 or $.15 basic and diluted earnings per share for the six months ended June 30, 2002. The increase in the
Companys net earnings was primarily due to an increase in net interest income and noninterest income, partially offset by an increase in noninterest expenses.



Interest Income and Expense. Interest income increased by $37,000, from $3,325,000 for the
six months ended June 30, 2002 to $3,362,000 for the six months ended June 30, 2003. Interest income on loans increased $115,000 primarily due to an increase in the average loan portfolio balance from $73.0 million for the six months ended June 30,
2002 to $82.9 million for the comparable period in 2003, partially offset by a decrease in the weighted-average yield from 8.11% in 2002 to 7.43% in 2003. Interest on securities decreased $49,000 primarily due to a decrease in the weighted average
yield from 5.98% in 2002 to 4.77% in 2003.



Interest expense on
interest-bearing deposits decreased by $285,000 from $1,485,000 for the six months ended June 30, 2002 to $1,200,000 for the six months ended June 30, 2003. Interest expense on interest-bearing deposits decreased due to a decrease in the weighted
rate paid from 3.72% in 2002 to 2.85% in 2003, partially offset by an increase in the average balance from $79.7 million in 2002 to $84.2 million in 2003.



Provision for Loan Losses. The provision for loan losses is charged to operations to bring the total allowance to a level
deemed appropriate by management and is based upon historical experience, the volume and type of lending conducted by the Company, industry standards, the amount of nonperforming loans, general economic conditions, particularly as they relate to the
Companys market areas, and other factors related to the collectibility of the Companys loan portfolio. No provision for loan losses was recorded for the six months ended June 30, 2003 compared to $14,000 for the comparable period in
2002. No provision was considered necessary in 2003 due to the decrease in the loan portfolio in 2003 compared to the balance at December 31, 2002. Management believes the balance in the allowance for loan losses of $968,000 at June 30, 2003 is
adequate.



Noninterest Income.Noninterest income increased $116,000 during the six month period ended June 30, 2003 compared to the same period in 2002 primarily due to an increase of $101,000 from gains on the sale of residential real estate loans held for sale.



Noninterest Expenses.
Noninterest expenses increased $432,000 during the six-month period ended June 30, 2003 compared to the same period in 2002. Noninterest expenses increased primarily due to an increase in salaries and employee benefits as a result of an increase in
number of employees in the residential lending department during 2003 and an increase in data processing due to a change in the data processor.



Income Taxes. The income tax provision for the six months ended June 30, 2003 was $112,000 (an effective rate of 37.1%)
compared to $110,000 (an effective rate of 37.4%) for the comparable 2002 period.



17



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##### Table of Contents

OLD FLORIDA BANKSHARES, INC. AND SUBSIDIARIES



Item 3. Controls and Procedures



|a. |  | Evaluation of disclosure controls and procedures. The Company maintains controls and procedures designed to ensure that information required to be disclosed in the reports
that the Company files or submits under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the Securities and Exchange Commission. Based upon their
evaluation of those controls and procedures performed within 90 days of the filing date of this report, the Chief Executive and Chief Financial officers of the Company concluded that the Companys disclosure controls and procedures were
adequate.
|-- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|b. |  | Changes in internal controls. The Company made no significant changes in its internal controls or in other factors that could significantly affect these controls subsequent
to the date of the evaluation of those controls by the Chief Executive and Chief Financial officers.
|-- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



PART II. OTHER INFORMATION



Item 1. Legal Proceedings



There are no material
pending legal proceeding to which Old Florida Bankshares, Inc., or its subsidiaries is a party or to which any of their property is subject.



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



The Annual Meeting of Shareholders (the Annual Meeting) of Old Florida Bankshares, Inc., was held on April 21, 2003, to consider the election of two directors with terms expiring in three years.



At the Annual Meeting 843,849 shares were present in person or by proxy.
Listed below are the directors that were elected at the Annual Meeting with a summary of the votes cast for each nominee:



|                         |  | For     |  | Against |  | Abstain
|------------------------ |  | ------- |  | ------- |  | -------
|Charles C. Bundschu, III |  | 842,849 |  |        |  | 1,000  
|                         |  |         |  |         |  |        
|Joseph E. DJamous       |  | 842,849 |  |        |  | 1,000  
|                         |  |         |  |         |  |        



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##### Table of Contents

OLD FLORIDA BANKSHARES, INC. AND SUBSIDIARIES



PART II. OTHER INFORMATION, CONTINUED



Item 6. Exhibits and Reports on Form 8-K



(a)
Exhibits



|Exhibit No. |  | Description of Exhibit                                                                                                                                                
|----------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------
|            | 
|2.1         |  | Agreement and Plan of Merger, dated as of December 31, 2002, by and between Old Florida Bankshares, Inc. and Marine Bancshares, Inc. (1)                              
|            | 
|2.2         |  | Option Agreement, dated as of December 31, 2002, between Old Florida Bankshares, Inc. and Marine Bancshares, Inc. (2)                                                 
|            | 
|2.3         |  | Shareholder Agreement, dated as of December 31, 2002, among Old Florida Bankshares, Inc., Marine Bancshares, Inc. and certain directors of Marine Bancshares, Inc.
(3)
|            | 
|3.1         |  | Articles of Incorporation of Old Florida Bankshares, Inc. as filed with the Florida Department of State (4)                                                           
|            | 
|3.2         |  | Bylaws of Old Florida Bankshares, Inc. (4)                                                                                                                            
|            | 
|10.1        |  | Lease Agreement dated December 21, 1998, between Old Florida Bank and Colony Corporate Centre, Inc., together with Option Term and Addendum to Lease Agreement (4)    
|            | 
|10.2        |  | Old Florida Bank Directors Stock Option Plan (4)                                                                                                                     
|            | 
|10.3        |  | Assumption of Directors Stock Option Plan, dated July 1, 2001, between Old Florida Bankshares, Inc. and Old Florida Bank (4)                                         
|            | 
|10.4        |  | Form of Directors Stock Option Agreement used under Old Florida Bank Directors Stock Option Plan (4)                                                                
|            | 
|10.5        |  | Old Florida Bank Officers and Employees Stock Option Plan (4)                                                                                                       
|            | 
|10.6        |  | Assumption of Officers and Employees Stock Option Plan, dated July 1, 2001, between Old Florida Bankshares, Inc. and Old Florida Bank (4)                           
|            | 
|10.7        |  | Form of Incentive Stock Option Agreement used under Old Florida Bank Officers and Employees Stock Option Plan (4)                                                   
|            | 
|10.8        |  | Employment Agreement, dated as of January 17, 2000, between Old Florida Bank and Larry W. Johnson (4)                                                                 
|            | 
|10.9        |  | Employment Agreement, dated as of January 17, 2000, between Old Florida Bank and Nicholas J. Panicaro (4)                                                             
|            | 
|31.1        |  | Certification of Chief Executive Officer required by Rule 13a-14(a)/15d-14(a) under the Exchange Act                                                                  
|            | 
|31.2        |  | Certification of Chief Financial Officer required by Rule 13a-14(a)/15d-14(a) under the Exchange Act                                                                  
|            | 
|32.1        |  | Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of Sarbanes-Oxley Act of 2002                         
|            | 
|32.2        |  | Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of Sarbanes-Oxley Act of 2002                         



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OLD FLORIDA BANKSHARES, INC. AND SUBSIDIARIES



PART II. OTHER INFORMATION, CONTINUED



Item 6. Exhibits and Reports on Form 8-K, Continued

---

| | (1) |  | Incorporated by reference into this document from Appendix A to the Marine Bancshares, Inc. Proxy Statement and Old Florida Bankshares, Inc. Prospectus included in the Form S-4/A,
Amendment No. 3 to Registration Statement as filed by Old Florida Bankshares, Inc. with the Securities and Exchange Commission on June 18, 2003, Registration No. 333-103907.
| | --- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (2) |  | Incorporated by reference into this document from Appendix B to the Marine Bancshares, Inc. Proxy Statement and Old Florida Bankshares, Inc. Prospectus included in the Form S-4/A,
Amendment No. 3 to Registration Statement as filed by Old Florida Bankshares, Inc. with the Securities and Exchange Commission on June 18, 2003, Registration No. 333-103907.
| | --- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (3) |  | Incorporated by reference into this document from Appendix C to the Marine Bancshares, Inc. Proxy Statement and Old Florida Bankshares, Inc. Prospectus included in the Form S-4/A,
Amendment No. 3 to Registration Statement as filed by Old Florida Bankshares, Inc. with the Securities and Exchange Commission on June 18, 2003, Registration No. 333-103907.
| | --- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (4) |  | Incorporated by reference into this document from the Exhibits to the Form S-4, Registration Statement as filed by Old Florida Bankshares, Inc. with the Securities and Exchange
Commission on March 18, 2003, Registration No. 333-103907.
| | --- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



(b)
Reports on Form 8-K.There were no reports on Form 8-K filed during the three months ended June 30, 2003.



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OLD FLORIDA BANKSHARES, INC. AND SUBSIDIARIES



SIGNATURES



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.



|                       |  |  |  |     |  | OLD FLORIDA BANKSHARES, INC. (Registrant)                                 
|---------------------- |  |  |  | --- |  | --------------------------------------------------------------------------
|                       |  |  | 
|Date:  August 12, 2003 |  |  |  | By: |  | /s/ Larry W. Johnson                                                      
|                       |  |  |  |     |  |                                                                           
|                       |  |  | 
|Date:  August 12, 2003 |  |  |  | By: |  | /s/ Nicholas J. Panicaro                                                  
|                       |  |  |  |     |  | Nicholas J. Panicaro, Executive Vice President and Chief Financial Officer



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