<PAGE>   1
                                    FORM 10-Q

                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

         (Mark One)

  X      QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
-----    EXCHANGE ACT OF 1934 


                  For the quarterly period ended March 31, 1999

                                       OR

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

         For the transition period from _____ to _____

                         Commission File Number 0-24683

                               FLORIDA BANKS, INC.

             (Exact name of registrant as specified in its charter)

            FLORIDA                                            58-2364573
(State or other jurisdiction of                            (I.R.S. Employer
 incorporation or organization)                            Identification No.)

                          5210 BELFORT ROAD, SUITE 310
                                JACKSONVILLE, FL
                                      32256
                    (Address of principal executive offices)

                                 (904) 332-7772
              (Registrant's telephone number, including area code)

                         SUITE 212, SOUTHPOINT SQUARE II
                            4110 SOUTHPOINT BOULEVARD
                           JACKSONVILLE, FL 32216-0925
                       (Former address since last report)

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.     Yes  X  No
                                           ---   ---
Indicate the number of shares outstanding of each of the registrant's classes of
common stock, as of the latest practicable date.

  Title                                    Outstanding
  COMMON STOCK, $.01 PAR VALUE             OUTSTANDING AT MARCH 31, 1999
  PER SHARE                                       5,852,756


<PAGE>   2

ITEM 1. FINANCIAL STATEMENTS

FLORIDA BANKS, INC.

CONDENSED BALANCE SHEETS  (UNAUDITED)

<TABLE>
<CAPTION>

                                                                                          MARCH 31,        DECEMBER 31,
                                                                                            1999              1998

<S>                                                                                     <C>               <C>          

ASSETS

CASH AND DUE FROM BANKS                                                                 $   4,993,851     $   4,295,139
FEDERAL FUNDS SOLD AND REPURCHASE AGREEMENTS PURCHASED                                     20,620,000        16,650,000
                                                                                        -------------     -------------
      Total cash and cash equivalents                                                      25,613,851        20,945,139

INVESTMENT SECURITIES:

  Available for sale, at fair value (cost $31,419,394 and $21,968,826

  at March 31, 1999 and December 31, 1998, respectively)                                   31,333,212        21,949,929
  Other investments                                                                           738,650           291,850

LOANS:

  Commercial real estate                                                                   33,216,984        25,325,557
  Commercial                                                                               39,479,438        33,103,488
  Residential mortgage                                                                      6,675,499         6,046,666
  Consumer                                                                                  3,532,075         2,020,954
  Credit card and other loans                                                                 976,818           796,120
                                                                                        -------------     -------------
      Total loans                                                                          83,880,814        67,292,785
  Allowance for loan losses                                                                (1,142,266)       (1,073,346)
  Net deferred loan fees                                                                     (174,219)         (162,334)
                                                                                        -------------     -------------
      Net loans                                                                            82,564,329        66,057,105

PREMISES AND EQUIPMENT, NET                                                                   904,070           822,283

ACCRUED INTEREST RECEIVABLE                                                                   700,581           478,700

DEFERRED INCOME TAXES, NET                                                                  3,066,724         2,893,078

OTHER ASSETS                                                                                  163,608           128,086
                                                                                        -------------     -------------
TOTAL ASSETS                                                                            $ 145,085,025     $ 113,566,170
                                                                                        =============     =============


LIABILITIES AND SHAREHOLDERS' EQUITY

DEPOSITS:

  Noninterest-bearing demand                                                            $  14,860,958     $  11,840,430
  Interest-bearing demand                                                                   3,122,328         3,913,509
  Regular savings                                                                          19,295,064        17,910,355
  Money market accounts                                                                     2,779,771         1,340,779
  Time $100,000 and over                                                                   17,242,073         9,549,263
  Other time                                                                               26,138,084        20,066,271
                                                                                        -------------     -------------
      Total deposits                                                                       83,438,278        64,620,607

REPURCHASE AGREEMENTS SOLD                                                                 18,559,509         5,668,664

OTHER BORROWED FUNDS                                                                          291,237            49,813

ACCRUED INTEREST PAYABLE                                                                      290,615           218,897

ACCOUNTS PAYABLE AND ACCRUED EXPENSES                                                         184,008           420,340
                                                                                        -------------     -------------

      Total liabilities                                                                   102,763,647        70,978,321
                                                                                        -------------     -------------

SHAREHOLDERS' EQUITY:

  Common stock, $.01 par value; 30,000,000 shares authorized; 5,852,756, outstanding           58,528            58,528
  Additional paid-in capital                                                               46,209,114        46,209,114
  Warrants                                                                                    164,832           164,832
  Retained earnings (accumulated deficit) (deficit of $8,434,037
     eliminated upon quasi-reorganization on December 31, 1995)                            (4,057,663)       (3,832,909)
  Accumulated other comprehensive loss, net of tax                                            (53,433)          (11,716)
                                                                                        -------------     -------------
      Total shareholders' equity                                                           42,321,378        42,587,849
                                                                                        -------------     -------------

TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY                                              $ 145,085,025     $ 113,566,170
                                                                                        =============     =============
</TABLE>

See notes to condensed financial statements.


                                      - 2 -

<PAGE>   3

FLORIDA BANKS, INC.

CONDENSED STATEMENTS OF OPERATIONS  (UNAUDITED)

<TABLE>
<CAPTION>

                                              Three Month Period Ended
                                                      March 31,
                                                1999             1998
<S>                                          <C>              <C>       
INTEREST INCOME:
  Loans, including fees                      $ 1,610,461      $  807,818
  Investment securities                          431,526         162,716
  Federal funds sold                              84,774          96,289
                                             -----------      ----------
      Total interest income                    2,126,761       1,066,823
                                             -----------      ----------

INTEREST EXPENSE:
  Deposits                                       700,364         509,486
  Repurchase agreements                          112,730          60,702
  Borrowed funds                                  19,109          24,715
                                             -----------      ----------
      Total interest expense                     832,203         594,903
                                             -----------      ----------
NET INTEREST INCOME                            1,294,558         471,920

PROVISION FOR LOAN LOSSES                         65,000          15,000
                                             -----------      ----------

NET INTEREST INCOME AFTER
   PROVISION FOR LOAN LOSSES                   1,229,558         456,920
                                             -----------      ----------
NONINTEREST INCOME:
  Service fees                                    97,035          94,963
  Gain on sale of loans                               --          19,709
  Gain on sale of securities                          --           8,197
  Other noninterest income                        18,669          29,363
                                             -----------      ----------
                                                 115,704         152,232
                                             -----------      ----------

NONINTEREST EXPENSES:
  Salaries and benefits                        1,141,682         299,870
  Occupancy and equipment                        146,937          75,710
  Data processing                                 39,997          25,465
  Other                                          378,783         124,583
                                             -----------      ----------
                                               1,707,399         525,628
                                             -----------      ----------

INCOME (LOSS) BEFORE PROVISION
  (BENEFIT) FOR INCOME TAXES                    (362,137)         83,524

PROVISION (BENEFIT) FOR
  INCOME TAX EXPENSES                           (137,383)         31,739
                                             -----------      ----------
NET INCOME (LOSS)                            $  (224,754)     $   51,785
                                             ===========      ==========

EARNINGS (LOSS) PER SHARE:
  Basic                                      $     (0.04)     $     0.04
                                             ===========      ==========
  Diluted                                            N/A      $     0.04
                                                              ==========
</TABLE>

See notes to condensed financial statements.

                                      - 3 -

<PAGE>   4

FLORIDA BANKS, INC.

CONDENSED STATEMENTS OF SHAREHOLDERS' EQUITY  (UNAUDITED)



<TABLE>
<CAPTION>


                                                                                                      WARRANTS      RETAINED 
                                              PREFERRED STOCK       COMMON STOCK        ADDITIONAL   TO ACQUIRE     EARNINGS   
                                         ---------------------  ---------------------     PAID-IN      COMMON     (ACCUMULATED     
                                            SHARES   PAR VALUE    SHARES    PAR VALUE     CAPITAL       STOCK       DEFICIT)
<S>                                      <C>          <C>                    <C>        <C>           <C>         <C>              
BALANCE, DECEMBER 31, 1997                                      1,215,194    $ 12,152  $ 5,537,966                $    759,707     
Comprehensive Income

  Net Income                                                                                                        (4,592,616)    
  Unrealized loss on available for       
      sale investment securities, net
      of tax of $7,180                                                                                                             

                                         ----------   --------  ---------    --------   ------------  --------    ------------     
      Comprehensive income                                                                                          (4,592,616)    

Issuance of common stock, net                                   4,100,000      41,000     37,351,948                               
Exercise of stock options                                         159,806       1,598        238,402                               
Income tax benefit resulting from 
the exercise of stock options                                                                118,265                               
Issuance of common stock to founders                              297,000       2,970      2,155,748                               
Issuance of units                                                  80,800         808        807,192   164,832                     
Issuance of preferred stock                  60,600   $606,000                                                                     
Redemption of preferred stock               (60,600)  (606,000)                                                                    
Purchase of fractional shares                                         (44)                      (407)                              
                                         ----------   --------  ---------    --------   ------------  --------    ------------     
BALANCE, DECEMBER 31, 1998                                      5,852,756      58,528     46,209,114   164,832      (3,832,909)    

Comprehensive Income:   
  Net Income                                                                                                          (224,754)    
  Unrealized gain on available for sale  
      investment securities, net of tax                                                                                             
      Comprehensive income                                                                                            (224,754)    
                                         ----------   --------  ---------    --------   ------------  --------    ------------     
BALANCE, MARCH 31, 1999 
(UNAUDITED)                                           $         5,852,756    $ 58,528   $ 46,209,114  $164,832    $ (4,057,663)    
                                         ==========   ========  =========    ========   ============  ========    ============     
</TABLE>

<TABLE>
<CAPTION>

                                             ACCUMULATED
                                               OTHER
                                            COMPREHENSIVE
                                            INCOME (LOSS)
                                             NET OF TAX         TOTAL
<S>                                           <C>            <C>         
BALANCE, DECEMBER 31, 1997                    $   3,780      $  6,313,605
Comprehensive Income
 Net Income                                                    (4,592,616)
 Unrealized loss on available for       
      sale investment securities, net
      of tax of $7,180                          (15,496)          (15,496)
                                              ---------      ------------
      Comprehensive income                      (15,496)       (4,608,112)

Issuance of common stock, net                                  37,392,948
Exercise of stock options                                         240,000
Income tax benefit resulting from 
the exercise of stock options                                     118,265
Issuance of common stock to founders                            2,158,718
Issuance of units                                                 972,832
Issuance of preferred stock                                       606,000
Redemption of preferred stock                                    (606,000)
Purchase of fractional shares                                        (407)
                                              ---------      ------------
BALANCE, DECEMBER 31, 1998                      (11,716)       42,587,849

Comprehensive Income:   
  Net Income                                                     (224,754)
  Unrealized gain on available for sale  
      investment securities, net of tax         (41,717)          (41,717)
                                              ---------      ------------
      Comprehensive income                      (41,717)         (266,471)
                                              ---------      ------------
BALANCE, MARCH 31, 1999 
(UNAUDITED)                                   $ (53,433)     $ 42,321,378
                                              =========      ============
</TABLE>

See notes to condensed financial statements.

                                     - 4 -

<PAGE>   5

FLORIDA BANKS, INC.

CONDENSED STATEMENTS OF CASH FLOWS (UNAUDITED)




<TABLE>
<CAPTION>

                                                                          THREE MONTH PERIOD ENDED
                                                                                  March 31,
                                                                      ---------------------------------
                                                                           1999                1998
                                                                      ------------         ------------
<S>                                                                   <C>                  <C>         
OPERATING ACTIVITIES:
  Net (loss) income                                                   $   (224,754)        $     51,785
  Adjustments to reconcile net income (loss) to net
    cash (used in) provided by operating activities:
      Depreciation and amortization                                         55,570               31,587
      Deferred income (benefit) taxes                                     (137,383)              31,739
      Gain on sale of securities                                                                 (8,197)
      Amortization of premiums on investments, net                         (22,359)             (21,048)
      Provision for loan losses                                             65,000               15,000
      Increase in accrued interest receivable                             (221,881)             (13,192)
      Increase (decrease) in accrued interest payable                       71,718              (24,175)
      (Increase) decrease in other assets                                  (35,522)              24,844
      Decrease in other liabilities                                       (236,332)             (36,797)
                                                                      ------------         ------------
           Net cash (used in) provided by operating activities            (685,943)              51,546
                                                                      ------------         ------------

INVESTING ACTIVITIES:
  Proceeds from sales, paydowns and maturities of investment securities:
    Available for sale                                                   6,061,096            3,716,159
    Other                                                                                        28,600
  Purchases of investment securities:
    Available for sale                                                 (15,500,000)          (4,512,985)
    Other investments                                                     (446,800)              (7,400)
  Net increase in loans                                                (16,572,224)          (2,371,590)
  Purchases of premises and equipment                                     (137,357)             (53,583)
                                                                      ------------         ------------
           Net cash used in investing activities                       (26,595,285)          (3,200,799)
                                                                      ------------         ------------
FINANCING ACTIVITIES:
  Net increase in demand deposits,
    money market accounts and savings accounts                           5,053,048              183,352
  Net increase (decrease) in time deposits                              13,764,623             (429,092)
  Increase in repurchase agreements                                     12,890,845            2,052,744
  Increase (decrease) in other borrowed funds                              241,424               (2,041)
                                                                      ------------         ------------
           Net cash provided by financing activities                    31,949,940            1,804,963
                                                                      ------------         ------------

NET INCREASE (DECREASE) IN CASH
  AND CASH EQUIVALENTS                                                   4,668,712           (1,344,290)
CASH AND CASH EQUIVALENTS:
  Beginning of period                                                   20,945,139           13,033,211
                                                                      ------------         ------------
  End of period                                                       $ 25,613,851         $ 11,688,921
                                                                      ============         ============
SUPPLEMENTAL DISCLOSURES
  OF CASH FLOW INFORMATION:
    Cash paid for interest                                            $    760,485         $    619,078
                                                                      ============         ============
</TABLE>

See notes to condensed financial statements.

                                      - 5 -

<PAGE>   6

FLORIDA BANKS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE MONTH PERIODS ENDED
MARCH 31, 1999 AND 1998 (UNAUDITED)              

1.    BASIS OF PRESENTATION

      Florida Banks, Inc. (the "Company") was incorporated on October 15, 1997
      for the purpose of becoming a bank holding company and acquiring First
      National Bank of Tampa (the "Bank"). On August 4, 1998, the Company
      completed its initial public offering and its merger (the "Merger") with
      the Bank pursuant to which the Bank was merged with and into Florida Bank
      No. 1, N.A., a wholly-owned subsidiary of the Company, and renamed Florida
      Bank, N.A. Shareholders of the Bank received 1,375,000 shares of common
      stock of the Company valued at $13,750,000. The Merger was considered a
      reverse acquisition for accounting purposes, with the Bank identified as
      the accounting acquiror. The Merger has been accounted for as a purchase,
      but no goodwill has been recorded in the Merger and the financial
      statements of the Bank have become the historical financial statements of
      the Company.

      The number of shares of common stock, the par value of common stock and
      per share amounts have been restated to reflect the shares exchanged in
      the Merger.

      The condensed financial statements have been prepared in accordance with
      the rules and regulations of the Securities and Exchange Commission
      related to interim financial statements. These unaudited condensed
      financial statements do not include all disclosures provided in the annual
      financial statements. The condensed financial statements should be read in
      conjunction with the financial statements and notes thereto contained in
      the Company's Annual Report on Form 10-K for the year ended December 31,
      1998 as filed with the Securities and Exchange Commission. All adjustments
      of a normal recurring nature which, in the opinion of management, are
      necessary to fairly present the results of the interim periods have been
      made. Results of operations for the three month period ended March 31,
      1999, are not necessarily indicative of the results to be expected for the
      full year.

      The consolidated financial statements include the accounts of the Company
      and the Bank. All significant intercompany balances and transactions have
      been eliminated in consolidation.

2.    NON-RECURRING EXPENSES

      The Company incurred a non-recurring non-cash, charge of $3,939,054
      related to the February 3, 1998 sale of common stock and warrants included
      in the Units sold to foreign investors and the February 11, 1998 sale of
      the 297,000 shares of common stock to 14 officers, directors, and
      consultants. The Company recorded such non-cash compensation expense and
      financing costs measured as the difference between the fair value of
      common stock, based upon the initial public offering price of $10.00 per
      share, and the sale price or allocated proceeds of $.01 per share. These
      non-cash charges were recorded with a corresponding increase in additional
      paid-in capital and therefore had no effect on the Company's total
      shareholders' equity or book value.

                                     - 6 -

<PAGE>   7

FLORIDA BANKS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE MONTH PERIODS ENDED

MARCH 31, 1999 AND 1998 (UNAUDITED)  (CONTINUED)            

3.    SHAREHOLDERS' EQUITY

      On February 3, 1998, the Company sold 101 Units to accredited foreign
      investors. Each Unit was comprised of (i) 600 shares of Series A Preferred
      Stock, (ii) 800 shares of Common Stock, and (iii) Warrants to purchase 800
      shares of Common Stock at the initial public offering price, at the price
      of $6,008 per Unit. The net proceeds to the Company from this private
      placement was approximately $600,000. The Series A Preferred Stock was
      valued at its redemption value of $606,000. The Company redeemed the
      Series A Preferred Stock at a redemption price of $10.00 per share using a
      portion of the proceeds from the initial public offering. The Company
      recorded a nonrecurring noncash charge of $972,000 relating to the
      issuance of the Common Stock and Warrants, with a corresponding increase
      to shareholders' equity. Financing costs relating to the Common Stock have
      been measured as the difference between the fair value of the Common
      Stock, based on the initial public offering price of $10.00 per share, and
      the allocated proceeds of $.01 per share. The Warrants have been valued at
      an aggregate price of $164,832 or $2.04 per share, as determined by an
      independent appraisal. The proceeds from the issuance of such Units
      provided funding for the Company's development stage operations.

      On August 4, 1998, the Company completed its initial public offering of
      4,000,000 shares at an offering price of $10.00 per share and completed
      its Merger with the Bank. See Note 1.

      On September 1, 1998, the Underwriters exercised a portion of their
      over-allotment and purchased an additional 100,000 shares of the Company's
      common stock, $.01 par value per share, at a price of $10.00 per share,
      less underwriting discounts and commissions.

4.    EARNINGS PER SHARE

      The following is a reconciliation of the denominator used in the
computation of basic and diluted earnings per common share.

<TABLE>
<CAPTION>

                                            THREE MONTH PERIOD ENDED
                                                   March 31,
                                           --------------------------     
                                             1999             1998
                                           ---------        ---------     
<S>                                        <C>              <C>           
Weighted average number of common
  shares outstanding - Basic               5,852,756        1,215,194     

Incremental shares from the assumed
  conversion of stock options                    -            103,767
                                           ---------        ---------     
Total - Diluted                            5,852,756        1,318,961     
                                           =========        =========     
</TABLE>

                                     - 7 -

<PAGE>   8

FLORIDA BANKS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE MONTH PERIODS ENDED
MARCH 31, 1999 AND 1998 (UNAUDITED) (CONTINUED)            

      The incremental shares from the assumed conversion of stock options were
      determined using the treasury stock method under which the assumed
      proceeds were equal to (1) the amount that the Bank would receive upon the
      exercise of the options plus (2) the amount of tax benefit that would be
      credited to additional paid-in capital assuming exercise of the options.
      The assumed proceeds are used to purchase outstanding common shares at an
      assumed fair value equal to the Bank's average book value per common share
      for March of 1998 as the Bank's stock was not actively traded and limited
      trades during the first quarter of 1998 indicated that book value was a
      reasonable estimate of fair value.

                                     - 8 -

<PAGE>   9

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

The following discussion should be read in conjunction with the financial
statements and related notes appearing elsewhere in this Form 10-Q.

RESULTS OF OPERATIONS

THREE MONTHS ENDED MARCH 31, 1999 COMPARED TO THREE MONTHS ENDED MARCH 31, 1998

The Company's net income for the first quarter of 1999 decreased $(277,000) to a
net loss of $(225,000) for the three month period ending March 31, 1999, from
net income of $52,000 for the three month period ended March 31, 1998. Basic
earnings per share for the first quarter of 1999 was a loss of $(.04) compared
to basic and diluted earnings per share of $.04 and $.04, respectively, for the
first quarter of 1998. The increase in the loss can be primarily attributed to
the cost associated with the opening of the Alachua County (Gainesville) banking
office.

The increase in net interest income of $823,000 or 174.3%, to $1.3 million for
the first quarter of 1999 compared to $472,000 the first quarter in 1998,
consists of an increase in interest income of $1.1 million, or 99.4%, and an
increase in interest expense of $237,000, or 39.9%. The increase in interest
income of $1.1 million in the first quarter of 1999 is primarily attributable to
an increase of $803,000 in interest and fees on loans resulting from the growth
in the loan portfolio.

The provision for loan losses charged to operations increased $50,000 to $65,000
for the first quarter of 1999 from $15,000 in the first quarter of 1998. This
increase represents the additional reserves resulting from new loan growth.

Non-interest income decreased 24.0% or $37,000 to $116,000 for the three months
ended March 31, 1999 from $152,000 for the three months ended March 31, 1998.
The decrease in non-interest income primarily resulted from a reduction in the
gains on sales of loans to $0 at March 31, 1999 from $20,000 at March 31, 1998
and a reduction in the gain on sale of securities to $0 at March 31, 1999 from
$8,000 at March 31, 1998. The reduction in gains on sale of loans resulted from
a reduction in the origination of SBA guaranteed loans which are generally sold
shortly after closing. The gain on sale of securities for the period ended March
31, 1998 resulted from the restructuring of the portfolio. Other non-interest
income decreased $11,000, or 36.4%, to $19,000 for the three months ended March
31, 1999 from $29,000 for the three months ended March 31, 1998. This reduction
resulted primarily from a reduction in factoring income, a service which the
Company is not currently offering.

Non-interest expense increased $1.2 million, or 224.8%, to $1.7 million for the
three month period ended March 31, 1999 compared to $526,000 for the three month
period ended March 31, 1998. The increase in non-interest expense resulted
primarily from increases in salaries and benefits, occupancy and equipment, and
other expenses. Salaries and benefits expenses increased $842,000 to $1.1
million for the first quarter of 1999 compared to $300,000 for the first quarter
of 1998. This increase is the result of additional staff associated with the new
banking offices and the addition of the management staff of the Company.

The increase in occupancy and equipment expense of $71,000, or 94.1%, resulted
from the additional leased space for the Jacksonville banking office and startup
costs for the Alachua County banking office, and from additional depreciation
and maintenance expenses resulting from the purchase of additional furniture and
computer equipment. Data processing expenses increased $15,000 or 57.1% to
$40,000 for the three months ended March 31, 1999 as compared to $25,000 for the
same period in 1998. This increase resulted from the conversion and
implementation of several new products and the additional

                                     - 9 -

<PAGE>   10

processing expenses for the Company and the Alachua County banking office. Other
expenses increased $254,000, or 204.0% to $379,000 for the first quarter of 1999
compared to $125,000 for the first quarter of 1998. This increase is primarily
attributable to the additional operating expenses of the Jacksonville and
Alachua County banking offices and the supporting operations. Specific
operational expenses which increased were accounting and other professional
fees, shareholder relations expenses, travel expenses and expenses associated
with communications and computer network installations.

A benefit for income taxes of $137,000 was recognized for the three month period
ended March 31, 1999 as compared to a provision for income taxes of $32,000 for
the three months ended March 31, 1998. The benefit for income taxes and
provision for income taxes of $(137,000) for the first quarter of 1999 and of
$38,000 for the first quarter of 1998 represents an estimated effective annual
tax rate of 38%.

FINANCIAL CONDITION

Total assets at March 31, 1999 were $145.1 million, an increase of $31.5
million, or 27.8%, from $113.6 million at December 31, 1998. The increase in
total assets primarily resulted from the investment of new deposit growth and
other borrowed funds in loan and investment securities. Federal Funds sold
increased $1.7 million, or 25.1%, to $8.7 million at March 31, 1999 as compared
to $7.0 million at December 31, 1998. Repurchase agreements purchased increased
$2.2 million, or 22.9%, to $11.9 million at March 31, 1999 as compared to $9.7
million at December 31, 1998. These assets represent short-term reserves for
future funding of loan growth. Investment securities increased $9.8 million, or
44.2%, to $32.1 million from $22.2 million at December 31, 1998. The increase in
investment securities reflects investment of the excess proceeds of the August
4, 1998 public offering reserved for future capitalization of the Bank and the
funding of loan growth.

Total loans increased $16.6 million, or 24.7%, to $83.9 million at March 31,
1999, from $67.3 million at December 31, 1998. The increase in total loans was
funded by increases in depository accounts. The allowance for loan losses
increased $69,000, or 6.4%, for the first quarter of 1999. The increase resulted
from recoveries of previously charged-off loans of $4,000 and additional
provisions of $65,000 during the three month period ended 1999. The allowance
for loan losses as a percentage of total loans decreased from 1.60% at December
31, 1998 to 1.36% at March 31, 1999. Management believes that such allowance for
loan losses is sufficient to cover estimated losses in the Bank's loan
portfolio.

Deposits increased $18.8 million, or 29.1%, to $83.4 million at March 31, 1999
from $64.6 million at December 31, 1998. The increase in total deposits resulted
from an increase of $3.0 million or 25.5% in non-interest deposits, an increase
of $1.4 million or 107.3% in money market deposits, offset by a decrease of
$791,000, or 20.2%, in interest-bearing demand deposits, an increase of $1.4
million, or 7.7%, in savings deposits, and an increase of $13.8 million, or
46.5%, in total time deposits. Time deposits often fluctuate in response to
interest rate changes and can vary rather significantly on a quarterly basis.
The increase and decrease in non-interest and interest-bearing demand deposits
reflects the normal seasonal fluctuations for these types of accounts.

Shareholders' equity decreased by $266,000 to $42.3 million at March 31 1999,
from $42.6 million at December 31, 1998. This decrease is primarily the result
of operating losses from the opening of the Alachua County banking office.

Non-accrual loans decreased to $686,000 at March 31, 1999, compared to $725,000
at December 31, 1998. The decrease is the result of a pay-down of the guaranteed
portion on an SBA guaranteed loan.

                                     - 10 -

<PAGE>   11

LIQUIDITY

The Company, through its wholly-owned subsidiary, the Bank, has traditionally
maintained levels of liquidity above levels required by regulatory authorities.
The Bank's operational needs, demand for loan disbursements, and savings
withdrawals can be met by loan principal and interest payments received, new
deposits, and excess liquid assets. Significant loan demand, deposit withdrawal,
increased delinquencies and increased real estate acquired in settlement of
loans could alter this condition. Management does not anticipate any events
which would require liquidity beyond that which is available through deposit
growth, Federal Funds balances, or investment portfolio maturities.

Liquidity and Sources of Capital

Liquidity is the Company's ability to meet all deposit withdrawals immediately,
while also providing for the credit needs of customers. The March 31, 1999
financial statements evidence a satisfactory liquidity position as total cash
and cash equivalents amounted to $25.6 million, representing 17.7% of total
assets. Investment securities amounted to $32.1 million, representing 22.1% of
total assets. These securities provide a secondary source of liquidity since
they can be converted into cash in a timely manner. The Company's ability to
maintain and expand its deposit base and borrowing capabilities are also a
source of liquidity. For the three-month period ended March 31, 1999, total
deposits increased from $64.6 million at December 31, 1998 to $83.4 million,
representing an increase of 29.1%. There can be no assurance that the Company
will be able to maintain this level of growth. The Company's management closely
monitors and maintains appropriate levels of interest earning assets and
interest bearing liabilities so that maturities of assets are such that adequate
funds are provided to meet customer withdrawals and loan demand. There are no
trends, demands, commitments, events or uncertainties that will result in, or
are reasonably likely to result in, the Company's liquidity increasing or
decreasing in any material way.

Management is committed to maintaining capital at a level sufficient to protect
depositors, provide for reasonable growth, and fully comply with all regulatory
requirements. Management's strategy to achieve this goal is to retain sufficient
earnings while providing a reasonable return on equity.

The table below illustrates the Company's regulatory capital ratios at March 31,
1999:

<TABLE>
<CAPTION>
                                                                        Minimum    
                                                      March 31,        regulatory
                                                        1999           requirement
                                                    -------------------------------
              <S>                                   <C>               <C>
              Tier 1 Capital                           46.82%           4.00%
                                                       =====            ====
              Total risk-based capital ratio           45.51%           8.00%
                                                       =====            ====
              Leverage ratio                           33.46%           3.00%
                                                       =====            ====
</TABLE>



Note that with respect to the leverage ratio, the OCC expects a minimum of 5.0
percent to 6.0 percent ratio for banks that are not rated CAMEL 1. Although the
Bank is not rated CAMEL 1, its leverage ratio of 33.46% is well above the
required minimum.



                                     - 11 -
<PAGE>   12

YEAR 2000 COMPLIANCE DISCLOSURE

As the year 2000 ("Year 2000") approaches, an important business issue has
emerged regarding existing application software programs and operating systems.
Many existing application software products, including the Bank's, were designed
to accommodate a two-digit year. For example, "99" is stored on the system and
represents 1999 and "00" represents 1900. The Bank primarily utilizes M&I Data
Services, Inc. ("M&I"), a third-party vendor, to provide its primary banking
applications, including core processing systems. In addition, the Bank also uses
M&I's software for certain ancillary computer applications. M&I has committed
substantial resources in the process of modifying, upgrading or replacing its
computer applications to ensure timely Year 2000 compliance. M&I has notified
the Bank that it has successfully completed the conversion of its banking
systems to a Year 2000-ready platform. Prior to the actual conversion, both the
Bank and M&I conducted comprehensive awareness, assessment, renovation, and
testing phases as part of their respective Year 2000 projects. Each of these
phases helped both organizations ensure that that they understood the scope of
the Year 2000 impact on their day-to-day business. In August 1998, M&I Data
Services' Year 2000 Outsourcing Solution, the Bank's core processing systems,
was certified by the Information Technology of America (ITAA). ITAA 2000 is the
banking industry's century date change certification program. The program
examines processes and methods used by companies to perform their Year 2000
software conversion. M&I Data Services has provided all upgrades, modifications
and systems enhancements to the Bank in accordance with its data processing
agreement and without additional costs to the Bank.

In addition to its core processing systems, the Company and the Bank have
implemented a Year 2000 compliance program whereby the Bank is reviewing the
Year 2000 issues that may be faced by its other third-party vendors and loan and
deposit customers. Under such program, the Company will examine the need for
modifications or replacement of all non-Year 2000 compliant pieces of software.
This process is ongoing. However, to date, the Bank has not identified any
mission critical software systems that are not Year 2000 compliant or in the
process of being modified for compliance. Within the last twelve months, the
Bank has made a physical inventory of its computer and other hardware and
equipment to determine if such hardware is Year 2000 compliant. As part of this
process, the Company and the Bank have replaced certain equipment and hardware
at a cost of approximately $34,000. Management of the Company does not currently
expect that the cost of its and the Bank's Year 2000 compliance program will be
material for the remainder of 1999.

An area of concern by the Company, Bank and its primary regulator, the Office of
the Comptroller of the Currency, Administrator of National Banks is the effect
of Year 2000 issues on its deposit and loan customers. Failure to address Year
2000 related issues could have significant impact on the ability of certain
customers of the Bank to continue operations. The Bank's loan portfolio could be
negatively impacted if customers are unable to honor loan agreements and
defaults occur as a result of failure to address Year 2000 issues. In February
of 1998, the Bank conducted a review of all loan relationships in excess of
$25,000 to determine the potential effect of Year 2000 issues on the customers
systems. The primary focus of this review was a determination of the readiness
of the customer to address Year 2000 problems and the effect of such readiness
on the customer's ability to repay loans. Management identified a small number
of customers which could be potentially be affected by Year 2000 issues, and has
addressed the Bank's concern with these customers. Continued monitoring of these
customer relationships will be made to ensure that the necessary modifications
to systems will be made on a timely basis. In addition, the Bank now reviews
Year 2000 related issues, as part of its normal underwriting criteria and loan
approval process. The Bank also includes Year 2000 compliance requirements and
covenants requiring compliance within its standard loan agreements. Although the
Company and Bank have taken extensive steps to address Year 2000 customer
related issues, there can be no assurance that these customers will be Year 2000
compliant. Failure of certain customers to adequately address these issues could
result in loan defaults which would negatively impact the Company's earnings.



                                     - 12 -

<PAGE>   13

The Company believes that its mission critical systems are currently Year 2000
compliant and expects that it will complete its compliance program without
material disruption of its operations. Management of the Company has also
evaluated the potential effect on M&I's data processing systems should events
beyond M&I's control such as power and communications failures occur as a result
of Year 2000 issues. In addition, the Bank's internal systems could fail as a
result of undetected system or software errors or failure of certain
infrastructure which is beyond the control of the Bank. The Bank has prepared a
Year 2000 Contingency Strategy and Policy (the "Plan") to address the various
recovery solutions for Year 2000-related issues, which may arise from the most
likely Year 2000 scenarios, based on current available information. The Plan
identifies and classifies areas within the organization which could potentially
be affected by Year 2000 issues. The identified areas are assigned a status of
Mission Critical, Long-Term Mission Critical, or Non-Mission Critical. Based on
these classifications, contingency plans are prepared to provide at least a
minimum acceptable level of service on an ongoing basis to the Bank's customers.
An outside consultant has reviewed the Company's Plan and testing on mission
critical functions and has noted no material weaknesses in the Company's Year
2000 readiness efforts.

Although the Company and Bank have taken extensive steps to address Year 2000
related issues, there can be no assurance that all necessary modifications will
be identified and corrected or that unforeseen difficulties or costs will not
arise. In addition, there can be no assurance that the failure of the Bank's
internal systems or the systems provided by M&I or other companies on which the
Company's systems rely will not negatively impact the Company's systems or
operations.

CAUTIONARY STATEMENT RELATING TO FORWARD LOOKING STATEMENTS

The foregoing Management's Discussion and Analysis contains various "forward
looking statements" within the meaning of Section 27A of the Securities Act of
1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as
amended, which represent the Company's expectations or beliefs concerning future
events, including, but not limited to, statements regarding growth in sales of
the Company's products, profit margins and the sufficiency of the Company's cash
flow for its future liquidity and capital resource needs. These forward looking
statements are further qualified by important factors that could cause actual
results to differ materially from those in the forward looking statements.

Item 3.  Changes in Information About Market Risk

         Not Applicable.

Part II. Other Information

Item 1.  Legal Proceedings

         Not Applicable.

Item 2.  Changes in Securities

         No disclosure required.

Item 3.  Defaults Upon Senior Securities

         No disclosure required.



                                     - 13 -
<PAGE>   14

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

         No disclosure required.

Item 5.  Other Information

         No disclosure required.

Item 6.  Exhibits and Reports on Form 8-K

         (a) Exhibits.  The following exhibit is filed with this Report.

<TABLE>
<CAPTION>
             Exhibit No.           Description
             -----------           -----------
             <S>                   <C>  
             27.1                  Financial Data Schedule (for SEC use only)
</TABLE>

         (b) Reports on Form 8-K.  No report on Form 8-K was filed during the
                                   quarter ended March 31, 1999.


                                     - 14 -
<PAGE>   15

                                   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.

                                          Florida Banks, Inc.

Date: May 12, 1999            By: /s/ Charles E. Hughes, Jr.         
                                  -------------------------------------
                                  Charles E. Hughes, Jr.
                                  President and Chief Executive Officer

Date: May 12, 1999            By: /s/  T. Edwin Stinson, Jr.         
                                  -------------------------------------
                                  T. Edwin Stinson, Jr.
                                  Chief Financial Officer



                                     - 15 -