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

Certain statements in this quarterly Report on Form 10-Q may contain "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995, which statements generally can be identified by the use of forward-looking terminology, such as "may," "will," "expect," "estimate," "anticipate," "believe," "target," "plan," "project," or "continue" or the negatives thereof or other variations thereon or similar terminology, and are made on the basis of management's plans and current analyses of Bank of Florida Corporation, its business and the industry as a whole. These forward-looking statements are subject to risks and uncertainties, including, but not limited to, economic conditions, competition, interest rate sensitivity and exposure to regulatory and legislative changes. The above factors, in some cases, have affected, and in the future could affect Bank of Florida Corporation's financial performance and could cause actual results for fiscal 2009 and beyond to differ materially from those expressed or implied in such forward-looking statements. Bank of Florida Corporation does not undertake to publicly update or revise its forward-looking statements even if experience or future changes make it clear that any projected results expressed or implied therein will not be realized.

OVERVIEW

Bank of Florida Corporation, incorporated in Florida in September 1998, is a $1.6 billion financial services company. Our subsidiary banks are separately chartered independent community banks with local boards that provide full-service commercial banking in a private banking environment. Our Trust Company offers investment management, trust administration, estate planning, and financial planning services largely to the Banks' commercial borrowers and other high net worth individuals. The Company's overall focus is to develop a total financial services relationship with its client base, which is primarily businesses, professionals, and entrepreneurs with commercial real estate borrowing needs. The Banks also provide technology-based cash management and other depository services. The holding company structure provides flexibility for expansion of the Company's banking business, including possible acquisitions of other financial institutions, and support of banking-related services to its subsidiary banks.

Our corporate vision is to reach $2.0 billion in assets over the next two or three years, excluding acquisitions, and be recognized as a premier financial services company in our markets, while maintaining a well-controlled environment. Our primary strategy to achieve this vision is to focus on core deposit growth with current products and services, focus lending on commercial real estate properties in the $1 million to $10 million size range, and leverage our operating efficiencies.

The primary market areas of the Company are among the fastest growing markets in Florida. Those markets include Collier and Lee Counties on the southwest coast of Florida (served by Bank of Florida - Southwest), Broward, Miami-Dade, and Palm Beach Counties on the southeast coast (served by Bank of Florida - Southeast), and Hillsborough and Pinellas Counties in the Tampa Bay area (served by Bank of Florida - Tampa Bay). The high population growth and income demographics of the counties in which the Company operates support its plans to grow loans, deposits, and wealth management revenues with limited, highly selective, full-service locations. These counties together constitute more than 50% of the deposit market share in the state of Florida.

CRITICAL ACCOUNTING POLICIES

The Company's consolidated financial statements are prepared in conformity with accounting principles generally accepted in the United States of America. The financial information contained within these statements is, to a significant extent, based on approximate measures of the financial effects of transactions and events that have already occurred. Critical accounting policies are those that involve the most complex and subjective decisions and assessments, and have the greatest potential impact on the Company's stated results of operations. The notes to the consolidated financial statements include a summary of the significant accounting policies and methods used in the preparation of our consolidated financial statements. Management believes that, of our significant accounting policies, the following involve a higher degree of judgment and complexity. Our management has discussed these critical accounting assumptions and estimates with the Board of Directors' Audit Committee.

Allowance for Loan Losses:

The allowance for loan losses is established as losses are estimated to have occurred through a provision for loan losses charged to operations. Loan losses are charged against the allowance when management believes the collectability of a loan balance is unlikely. Subsequent recoveries, if any, are credited to the allowance.

The allowance for loan losses is comprised of: (1) a component for individual loan impairment measured according to SFAS No. 114, "Accounting by Creditors for Impairment of a Loan", and (2) a measure of collective loan impairment according to SFAS No. 5, "Accounting for Contingencies". The allowance for loan losses is established and maintained at levels deemed adequate to cover losses inherent in the portfolio as of the balance sheet date. This estimate is based upon management's evaluation of the risks in the loan portfolio and changes in the nature and volume of loan activity. Estimates for loan losses are derived by analyzing historical loss experience, current trends in delinquencies and charge-offs, historical bank experience, changes in the size and composition of the loan portfolio, adverse situations that may affect the borrower's ability to repay, estimated value of any underlying collateral and prevailing economic conditions. This evaluation is inherently subjective, as it requires estimates that are susceptible to significant revision as more information becomes available.

A loan is considered impaired when, based on current information and events, it is probable that the Company will be unable to collect the scheduled payments of principal or interest when due according to the contractual terms of the loan agreement. Factors considered by management in determining impairment include payment status, collateral value, and the probability of collecting scheduled principal and interest payments when due. Loans that experience insignificant payment delays and payment shortfalls generally are not classified as impaired. Larger impaired credits that are measured according to SFAS No. 114 have been defined to include loans classified as substandard and on nonaccrual or doubtful risk grades where the borrower relationship is greater than $150,000. For such loans that are considered impaired, an allowance is established when the discounted cash flows (or collateral value or observable market price) of the impaired loan is lower than the carrying value of that loan.

Loans made outside the scope of SFAS No. 114 are measured according to SFAS No. 5 and include commercial real estate loans that are performing or have not been specifically identified under SFAS No. 114, and large groups of smaller balance homogeneous loans evaluated based on historical loss experience adjusted for qualitative factors.

EXECUTIVE SUMMARY

Total Assets grew to $1.6 billion at March 31, 2009, up $21.2 million or 1.4% from December 31, 2008, primarily as a result of loan growth, and cash and due from banks. Loans climbed $12.9 million or 1.0% during the first three months of this year and investments securities decreased $4.9 million or 4.2%, and cash and due from banks increased to $56.3 million. Total deposits decreased $1.0 million to $1.2 billion. Core deposits, which exclude all certificates of deposit, decreased $4.8 million while certificates of deposit increased $5.8 million. Book value per share declined to $14.38, down $.49 over the last three months.

The Company realized a first quarter net loss of $4.4 million, or ($0.34) per diluted share, versus $0.02 per diluted share during the same period in 2008. The net loss was primarily due to a $6.0 million increase in provision for loan losses in addition to a $1.3 million or 10.6% decrease in top-line revenue mostly attributable to the decline in interest rates. Top-line revenue is a non-GAAP measure which the Company defines as net interest income plus noninterest income, excluding net securities gains/losses.

ANALYSIS OF FINANCIAL CONDITION

Investment securities and overnight investments

Total investment securities available for sale and overnight investments were $110.0 million at March 31, 2009, a decrease of $5.0 million or 4.3% over that held at December 31, 2008.

Securities available for sale totaled $109.7 million, a decrease of $4.9 million from the level held at December 31, 2008. The Company had $3.3 million classified as held to maturity at March 31, 2009 and December 31, 2008. The Company does not currently engage in trading activities and, therefore, did not hold any securities classified as trading at March 31, 2009 or December 31, 2008.

Loans

Total gross loans, including loans held for sale, totaled $1.3 billion at March 31, up $12.9 million or 1.0% for the first three months of 2009. Construction loans, largely secured by commercial real estate, totaled $280.2 million (21.8% of total loans) at March 31, 2009, down $38.4 million since the end of last year. Commercial real estate loans, including multi-family dwellings but excluding those in construction, increased by $31.1 million and also total 50.3% of total loans outstanding, while commercial and industrial loans climbed $2.9 million to approximately 9.5% of total loans outstanding. One-to-four family residential loans, including loans held for sale, were $181.0 million (14.0% of total loans), up $17.8 million from year-end. Consumer lines of credit and installment and other loans decreased $0.5 million (4.4% of total loans).

Asset quality

The Banks' loan portfolios are subject to periodic reviews by our internal loan review department, our external loan review consultant and state and federal bank regulators. The Company's nonperforming loans (nonaccrual and 90+ days past due) totaled $115.0 million at March 31, 2009, 8.93% of total loans outstanding, compared to $71.9 million at the end of 2008. Thirty-to-ninety day delinquent loans were $36.5 million or 2.83% of loans outstanding at March 31, 2009, an increase of $13.7 million in total loan delinquencies from December 31, 2008. There were $11.8 million in net charge-offs for the first three months of 2009, resulting in net charge-offs to average loans of 3.92%, an increase of 3.18% from the first three months of 2008. The increased level of nonperforming assets in 2009 is a result of a slowing economy and real estate market which is discussed further in Note 4 - Loans.

Deposits

Total deposits decreased $1.0 million or 0.1% during the first quarter of 2009 to $1.2 billion. Core deposits, which exclude all CDs, increased $4.8 million or 1% in the past 90 days, with the growth in money market and NOW accounts more than offsetting the decline in non interest bearing deposits. Certificate of deposit accounts decreased $5.8 million decline or 1.0% in the first three months of 2009.

The annualized average rate paid on total interest bearing deposits during the first three months of 2009 was 2.96%, a decrease of 105 basis points compared to the first quarter last year. This decrease resulted primarily from lower interest rate environment under which we currently operate.

Borrowings

While client deposits remain our primary source of funding for asset growth, management uses other borrowings as a funding source for loan growth, regulatory capital needs, and as a tool to manage the Company's interest rate risk. At March 31, 2009 borrowings totaled $214.5 million, an increase of $26.0 million compared to December 31, 2008. Total borrowings at March 31, 2009 consisted of $20.0 million of repurchase agreements, $60 million of other borrowings, $16.0 million of subordinated debt and $118.5 million of FHLB advances compared to $20.0 million of repurchase agreements, $16.0 million of subordinated debt and $152.5 million of FHLB advances, respectively, at the end of 2008. Other borrowings and FHLB advances include $45.0 million that mature daily. The maturities of all borrowings range from June 2009 through July 2017.

During March 2009, the company secured funding of $15.0 million at a rate of 0.25% and $45.0 million at a rate of 0.50% through the Federal Reserve's Term Auction facility and Federal Reserve Overnight Discount Window, respectively.

Stockholders' equity

Total stockholders' equity was $186.3 million at March 31, 2009 a $3.6 million decrease since December 31, 2008. Book value per share was $14.38 at March 31 while the tangible book value per share was $9.39. The Company's Tier 1 leverage ratio decreased 24 basis points to 7.62% at March 31, 2009 and is still well above the minimum for bank holding companies of 4.0%.

ANALYSIS OF RESULTS OF OPERATIONS

First Quarter 2009 Compared to First Quarter 2008

Consolidated net loss for the first quarter of 2009 totaled $4.4 million, a decrease of $4.6 million or 1976.8% compared to first quarter 2008. Top-line revenue (a non-GAAP measure which the Company defines as net interest income plus noninterest income, excluding net securities gains/losses) declined $1.3 million or 10.6%, primarily driven by the decline in interest rates.

The $1.3 million decrease in top-line revenue against a $79 thousand or 0.7% increase in noninterest expense resulted in an efficiency ratio for the quarter of 102.6%. The provision for loan losses increased $6.0 million compared to the same period last year.

Net interest income

Net interest income in the first quarter totaled $9.6 million, down $1.1 million or 10.6% less than the first quarter of 2008, the result of the 200 basis point reduction in rates over the twelve month period. The spread between the yield on earning assets and cost of interest-bearing liabilities declined 29 basis points when comparing first quarter 2009 versus first quarter 2008. The yield on earning assets decreased 130 basis points over the same period last year to 5.75%, with continued pressures from a declining rate environment as interest bearing liabilities repriced during the quarter resulted in a 100 basis point decrease in the cost of funds to 3.04%. Interest income was negatively impacted by approximately $1.1 million in first quarter 2009 due to interest that was reversed on loans that migrated to nonaccrual status.

Noninterest income

Noninterest income was $1.2 million in the first quarter of 2009, a $141 thousand or 10.9% decrease over the same quarter last year. This decrease was primarily the result of a decline in trust revenues. First quarter 2009 trust fees were $654,000 compared to $740,000 for the first quarter of the prior year. Over the past twelve months, assets under advice have increased $42.9 million or 9.0% to $522.5 million at March 31st. Service charges and other fee income decreased $22,000 over the first quarter of 2008 as a result of less late fee and other income. Additionally, gain on sale of assets declined $33,000 as a result of lower secondary market income and fixed asset dispositions.

Noninterest expense

Noninterest expense totaled $11.0 million for the first quarter of 2009 compared to $10.9 million for the comparable quarter last year. This increase reflected a 0.7% or $79 thousand increase compared to first quarter 2008. The primary increases occurred in occupancy and equipment-related expenses, advertising, regulatory assessments and repossession expenses associated with the other real estate owned properties. These increases were partially offset by decreases in personnel costs, office supplies and professional fees.

Provision and Allowance for Loan Losses

The real estate markets in the U.S. have deteriorated at an accelerated pace over recent quarters, resulting in increased credit losses for many financial institutions. Many banks, including Bank of Florida, have taken steps to increase reserve levels in response to these changing market conditions. Negative trends in general economic conditions, as measured by items such as unemployment rate, home sales and inventory, consumer price index and bankruptcy filings in the national and local economies, also caused increases in reserve factors used to determine the losses inherent within the loan portfolio. The first quarter provision for loan losses was $6.7 million, up $6.0 million (874.2%) from first quarter 2008. At March 31, 2009, the loan loss allowance was 1.90% of total loans or 21.3% of the nonperforming loans. There were $11.8 million in net charge-offs in the first quarter of 2009, resulting in net charge-offs to average loans of 3.92%. The primary factor impacting the amount of these charge-offs is the continued decline in property values across the Florida markets.

There were $115.0 million in nonperforming loans at March 31, 2009 compared to $18.6 million at March 31, 2008. The increase was primarily caused by the downturn in the residential real estate market which negatively impacted the liquidity of a number of borrowers. Loans thirty to eighty-nine days delinquent increased to $36.5 million at March 31, 2009 from $20.4 million at March 31, 2008.

LIQUIDITY AND CAPITAL RESOURCES

Liquidity Management

Liquidity management involves monitoring sources and uses of funds in order to meet day-to-day cash flow requirements while maximizing profits. Liquidity represents the ability of a company to convert assets into cash or cash equivalents without significant loss and to raise additional funds by increasing liabilities. Asset liquidity is provided by cash and assets which are readily marketable, which can be pledged, or which will mature in the near future.

In addition to deposits within its geographic market place, the sources of funds available to the Banks for lending and other business purposes include loan repayments, sales of loans and securities, borrowings from the Federal Home Loan Bank (FHLB), other correspondent bank borrowings, national market funding sources, and contributions from the holding company. Loan repayments are a relatively stable source of funds, while deposit inflows and outflows and loan prepayments are influenced significantly by competition, general interest rates and money market conditions. Borrowings may be used on a short-term basis to compensate for reductions in other sources, such as deposits at less than projected levels, and may be used to fund the origination of mortgage loans designated to be sold in the secondary market.

The Company's banking subsidiaries are members of the Federal Home Loan Bank and, subject to certain collateral verification requirements, Bank of Florida - Southwest, Bank of Florida-Southeast and Bank of Florida - Tampa Bay may borrow up to 20%, 20% and 10%, respectively, of their outstanding assets. At March 31, 2009, the Company had $118.5 million in outstanding borrowings from the FHLB of its present $269.8 million line, and there was $162.1 million in other available lines from correspondents.

Management regularly reviews the Banks' liquidity position and has implemented internal policies that establish guidelines for sources of asset-based liquidity and limit the total amount of purchased funds used to support the balance sheet and funding from non-core sources.

Asset Liability and Interest Rate Risk Management

The objective of the Company's Asset Liability and Interest Rate Risk strategies is to identify and manage the sensitivity of net interest income to changing interest rates and to minimize the interest rate risk between interest-earning assets and interest-bearing liabilities at various maturities. This is to be done in conjunction with the need to maintain adequate liquidity and the overall goal of maximizing net interest income.

The Company manages its exposure to fluctuations in interest rates through policies established by the Asset/Liability Committee ("ALCO") of the Bank. The ALCO meets quarterly and has the responsibility for approving asset/liability management policies, formulating and implementing strategies to improve balance sheet positioning and/or earnings and reviewing the interest rate sensitivity of the Company. ALCO tries to minimize interest rate risk between interest-earning assets and interest-bearing liabilities by attempting to minimize wide fluctuations in net interest income due to interest rate movements. The ability to control these fluctuations has a direct impact on the profitability of the Company. Management monitors this activity on a regular basis through analysis of its portfolios to determine the difference between rate sensitive assets and rate sensitive liabilities.

The Company's rate sensitive assets are those earning interest at variable rates and those with contractual maturities within one year. Rate sensitive assets therefore include both loans and available-for-sale securities. Rate sensitive liabilities include interest-bearing checking accounts, money market deposit accounts, savings accounts, time deposits and borrowed funds. The Company's balance sheet is currently liability sensitive; meaning that in a given period there will be more liabilities than assets subject to immediate re-pricing as interest rates change in the market. During periods of rising rates, this results in decreased net interest income. The opposite occurs during periods of declining rates.

The Company entered into interest rate swaps which provided for the Company to receive payments at a fixed rate in exchange for paying a floating rate on certain loans. Management believes the entering into the interest rate swaps helps manage the Company's exposure variabilities in cash flows due to changes in the level of interest rates. It is the Company's objective to hedge the change in cash flows, and maintain coverage levels that are appropriate, given anticipated or existing interest rate levels and other market considerations, as well as the relationship of

change in this asset to other assets of the Company. To meet this objective, the Company utilizes interest rate swaps as an asset/liability management strategy. These interest rate swap agreements are contracts to make a series of floating rate payments in exchange for receiving a series of fixed rate payments.

Capital

The Federal Reserve Board and other bank regulatory agencies require bank holding companies and financial institutions to maintain capital at adequate levels based on a percentage of assets and off-balance sheet exposures, adjusted for risk weights ranging from 0% to 100%. Under the risk-based standard, capital is classified into two tiers. Tier 1 capital consists of common stockholders' equity, excluding the unrealized gain (loss) on available-for-sale securities, minus certain intangible assets. Tier 2 capital consists of the general allowance for credit losses subject to certain limitations. An institution's qualifying capital base for purposes of its risk-based capital ratio consists of the sum of its Tier 1 and Tier 2 capital. Bank holding companies and banks are also required to maintain capital at a minimum level based on total average assets as defined by a leverage ratio.

The regulators define five classifications for measuring capital levels, including well capitalized, adequately capitalized, undercapitalized, significantly undercapitalized, and critically undercapitalized, although these terms are not used to represent overall financial condition. If adequately capitalized, regulatory approval is required to accept brokered (national market) deposits. If undercapitalized, capital distributions are limited, as is asset growth and expansion, and plans for capital restoration are required.

The Company and subsidiary Banks were all considered well capitalized as of March 31, 2009. The Company's Tier 1 leverage ratio, Tier 1 risk-based capital ratio and Total risk-based capital ratio was 7.62%, 8.49% and 10.98%, respectively as of March 31, 2009 which are consistent with the Banks capital ratios.

Off-Balance Sheet Financial Instruments

The Company is 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 undisbursed lines of credit and standby letters of credit. These instruments involve, to varying degrees, elements of credit and interest-rate risk in excess of the amounts recognized in the consolidated balance sheet. The contract or notional 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 instrument for commitments to extend credit and undisbursed loans in process 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.

Undisbursed lines of 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 creditworthiness 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 counter party. Standby letters of credit are conditional lending commitments issued by the Company to guarantee the performance of a customer to a third party. Management believes that the Company has adequate resources to fund all of its commitments.

A summary of the amounts of the Company's financial instruments, with off-balance sheet risk at March 31, 2009, follows (in thousands):

                                                 Contract Amount
                 Standby letters of credit      $           2,212
                 Undisbursed lines of credit              134,938
                 Commitments to extend credit              18,501