DEFA14A 1 d529246ddefa14a.htm DEFA14A (ADDTIONAL MATERIALS) DEFA14A (Addtional Materials)

 

 

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No.     )

 

 

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TGR FINANCIAL, INC.

(Name of Registrant as Specified in Its Charter)

Not Applicable

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2012 TGR FINANCIAL, INC.

ANNUAL REPORT

The Golden Rule Bank

FIRST

NATIONAL

BANK

OF THE

GULF COAST


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2 TGR FINANCIAL, INC. | 2012 ANNUAL REPORT

COMPANY’S REPORT

Three words summarize 2012: Growth, Progress, and Achievement.

GROWTH

The Company’s assets grew by $217 million to an ending balance of $613 million as of December 31, 2012. We take pride in that the vast majority of this growth was achieved organically (rather than through acquisitions). The Company did purchase, from the Federal Deposit Insurance Corporation, certain assets and assumed certain liabilities of the former Royal Palm Bank of Florida in July 2012. Through the acquisition, we purchased approximately $79 million in assets and assumed approximately $78 million in deposits and other liabilities. As a result of the acquisition, we added two additional offices to our footprint. We now serve the North Naples Community with our state of the art Creekside office, and the Marco Island Community is now represented with our Bald Eagle Drive office.

LOAN GROWTH

2009 – 2012

$39 $102 $181 $346

2009 2010 2011 2012

DEPOSIT GROWTH

2009 – 2012

$86 $272 $329 $526

2009 2010 2011 2012

Despite increasing competition, loan growth has been strong. In addition to the $39 million in loans purchased from Royal Palm Bank, net loans outstanding increased $126 million during 2012. Asset quality continues to be our mainstay as the Company reported only 1.44% of total assets as non-performing at year-end, a figure much lower than most of our peers. This figure also includes the nonperforming assets acquired from Royal Palm Bank.

Customer deposits and repurchase agreements grew from $329 million at year-end 2011 to $526 million by year-end 2012. Excluding the $78 million of acquired deposits, this represents a growth rate in excess of 36%. Market loyalty continues to reward the company, as existing customers remain our best source of referrals. We remain committed to our founding principle of providing superior customer service!


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TGR FINANCIAL, INC. | 2012 ANNUAL REPORT 3

PROGRESS

Banking has fundamentally changed over the past decade; these fundamental changes are experienced most radically in methods of delivery. Customers no longer visit banks on a regular basis. They are demanding more online solutions and mobile access.

We have responded to these increasing demands through the implementation of our new Creekside Office. This office reflects the latest technological features. Here, we offer “cash assist machines” rather than traditional teller lines, similar in nature to automated teller machines. The café-style environment is equipped with touch screens, enabling our branch staff to serve as instructors to our customers. Because of our customers’ extensive use of technology, the Creekside office offers various types of educational opportunities to customers who are new to internet banking solutions, on-line bill pay or other web-based solutions.

As we continue to expand our presence throughout various markets, we view the Creekside Office as the office of the future. We are uniquely positioned to serve customers in a technologically progressive way, while maintaining our commitment to personal banking.


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4 TGR FINANCIAL, INC. | 2012 ANNUAL REPORT

ACHIEVEMENT

The Bank reached core profitability in June 2012, and we have sustained earnings since that time. Our net interest margin increased from 2.90% at year-end 2011 to 3.14% at year-end 2012, contributing over $6 million in additional core revenue year over year.

2012 HIGHLIGHTS:

March 31, 2012 Total assets reach $460 million.

June 30, 2012 Total assets reach $504 million; the bank reaches core profitability.

July 20, 2012 First National Bank of the Gulf Coast acquires the former Royal Palm Bank of Florida from the FDIC.

September 13, 2012 The Office of the Comptroller of the Currency terminates its operating agreement with First National Bank of the Gulf Coast, allowing the Bank to expand outside of its initial footprint of Collier, Lee and Charlotte Counties.

September 30, 2012 Total assets reach $568 million.

October 10, 2012 First National Bank of the Gulf Coast reorganizes as a subsidiary of TGR Financial, Inc.

December 20, 2012 First National Bank of the Gulf Coast opens its Creekside Office, a technologically progressive branch of the Bank.

December 31, 2012 Total assets reach $613 million.

NET INCOME

IN THOUSANDS

Our net income improved greatly from 2011 to 2012. We consider attaining and recurring core profitability in 2012 our greatest achievement.

1000

0

-1000

-2000

-3000

-4000

-5000

-6000

2009 2010 2011 2012


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TGR FINANCIAL, INC. | 2012 ANNUAL REPORT 5

TGR FINANCIAL, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

(dollars in thousands)

FOR THE YEARS ENDED AS OF DECEMBER 31

2012 2011 2010 2009

INTEREST INCOME:

Loans $13,960 $7,417 $4,374 $415

Investment securities 4,340 4,097 3,945 192

Interest bearing balances due from banks 165 319 239 20

Total interest income 18,465 11,833 8,558 627

INTEREST EXPENSE:

Deposits 2,924 2,406 3,129 159

Repurchase agreements 177 131 33 -

Short term borrowings 6 - - -

Long term borrowings 45 - - -

Total interest expense 3,152 2,537 3,162 159

Net interest income 15,313 9,296 5,396 468

Provision for loan losses 2,302 2,726 1,764 211

Net interest income after provision for loan losses 13,011 6,570 3,632 257

NON-INTEREST INCOME:

Service charges and fees on deposit accounts 433 317 190 11

Title and closing services revenue 248 229 138 15

Gain on loans held for sale 9 47 85 14

Gain on sale of other real estate owned 10 - - -

Gains on sale of securities, net 2,009 607 1,448 -

Bargain purchase gain 724 - - -

Other non-interest income 115 78 27 1

3,548 1,278 1,888 41

NON-INTEREST EXPENSE;

Salaries and employee benefits 8,808 6,879 6,297 1,259

Occupancy and equipment 2,689 2,560 2,367 390

Professional fees 488 790 348 25

Data processing 495 399 189 28

Advertising, marketing, and business development 296 302 311 57

FDIC and OCC assessments 566 431 402 28

Merger and acquisition related expense 720 1,269 - -

Reorganization related expense 802 - - 2,643

Other non-interest expense 1,535 1,151 1,002 167

16,399 13,781 10,916 4,597

Income/(loss) before income taxes 160 (5,933) (5,396) (4,299)

Provision for income taxes - - - -

Net income/(loss) $160 $(5,933) $(5,396) $(4,299)

*A bargain purchase gain was recorded in connection with the Royal Palm Bank acquisition. One time charges for 2012 include costs associated with the Royal Palm Bank acquisition and holding company reorganization. One time charges for 2011 were related to a branch closing that included settlement on a long term office lease.


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6 TGR FINANCIAL, INC. | 2012 ANNUAL REPORT

FINANCIAL HIGHLIGHTS

TGR FINANCIAL, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION

(dollars in thousands) FOR THE YEARS ENDED AS OF DECEMBER 31

2012 2011 2010 2009

ASSETS:

Cash and due from banks $12,735 $9,950 $5,136 $2,565

Interest earning balances due from banks 32,928 45,550 22,960 21,255

Total cash and cash equivalents 45,663 55,500 28,096 23,820

Securities available-for-sale 188,636 130,649 140,249 33,207

Federal Reserve Bank stock 1,991 1,922 994 1,135

Federal Home Loan Bank stock 1,448 449 183 76

Loans, net of allowance for loan losses 346,554 181,399 102,581 39,142

Premises and equipment, net 18,483 18,544 19,623 18,416

Other real estate owned, net 2,685 799 - -

Accrued interest receivable 1,777 1,085 1,097 408

Goodwill and other intangibles 5,283 5,196 5,203 5,210

Other assets 540 512 1,241 646

Total assets $613,060 $396,055 $299,267 $122,060

LIABILITIES AND STOCKHOLDERS’ EQUITY: LIABILITIES:

Noninterest-bearing demand deposits $49,263 $23,151 $17,158 $11,841

Interest-bearing liabilities:

Money market 146,805 90,649 39,449 38,272

NOW 65,858 74,356 140,289 4,895

Savings 63,785 33,218 14,476 6,400

Certificates of deposit $100,000 or more 110,263 55,086 20,969 12,231

Certificates of deposit under $100,000 33,263 14,093 14,449 12,690

Total deposits 469,237 290,553 246,790 86,329

Securities sold under agreements to repurchase 57,206 38,580 25,766 -

Long term borrowings 16,000 - - -

Total borrowings 73,206 38,580 25,766 -

Other liabilities 2,875 2,168 581 718

Total liabilities 545,318 331,301 273,137 87,047

STOCKHOLDERS’ EQUITY:

Common stock, $1 par value 14,333 14,060 5,310 5,310

Preferred stock, $1 par value 127 - - -

Additional paid -in capital 75,614 74,014 43,037 43,035

Accumulated deficit (24,274) (24,434) (18,501) (13,105)

Accumulated other comprehensive income (loss) 1,942 1,114 (3,716) (227)

Total stockholders’ equity 67,742 64,754 26,130 35,013

Total liabilities and stockholders’ equity $613,060 $396,055 $299,267 $122,060


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TGR FINANCIAL, INC. | 2012 ANNUAL REPORT 7

LEADERSHIP

TGR FINANCIAL, INC. BOARD OF DIRECTORS

Thomas G. Brewer Michael J. Kerschner Garrett S. Richter

Christopher C. Casciato Dianne G. Krumsee Gary L. Tice

Adam D. Compton James S. Lindsay Robert I. Usdan

Robert M. Feerick Edward J. Mace

John J. Guinee Judy R. Miller

FIRST NATIONAL BANK OF THE GULF COAST BOARD OF DIRECTORS

Christopher C. Casciato Donald W. Major J. Nathan Stout

Adam D. Compton John B. McWilliams Gary L. Tice

Edgar E. Davis Thomas F. O’Reilly Timothy S. Weidle

Jeffrey D. Davis Calvin J. Pratt Robert T. Zellers

Michael J. Kerschner Garrett S. Richter

Edward J. Mace Joseph C. Smallwood, Jr.

FIRST NATIONAL BANK OF THE GULF COAST EXECUTIVE MANAGEMENT TEAM

Gary L. Tice Peter Setaro Ron Rucker

CHAIRMAN & CHIEF EXECUTIVE OFFICER CHIEF INFORMATION OFFICER SENIOR LOAN OFFICER

Garrett S. Richter Jody Hudgins Ron Orr

PRESIDENT DEPUTY CHIEF CREDIT OFFICER CHIEF RISK OFFICER

Robert Reichert Brian Keenan

CHIEF ADMINISTRATIVE OFFICER REGIONAL PRESIDENT,

C.C. Coghill WEST CENTRAL FLORIDA

CHIEF CREDIT OFFICER

SHAREHOLDERS’ MEETING

Please join us for our Annual Shareholders’ Meeting

on Monday, May 20, 2013 - 6:00 P.M.

at the Ritz-Carlton Golf Resort 2600 Tiburon Drive, Naples, Florida.

Cocktails and hors d’oeuvres will be served.

Please RSVP by Monday, May 13 Anna Snyder at annasnyder@fnbofgc.com or (239) 325-3846


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The Golden Rule Company

TGR

FINANCIAL, INC.

CORPORATE HEADQUARTERS

3560 Kraft Road Naples, Florida 34105 877-763-0244

The Golden Rule Bank

FIRST

NATIONAL

BANK OF THE GULF COAST

PINE RIDGE OFFICE ANCHOR RODE OFFICE CREEKSIDE OFFICE MARCO ISLAND OFFICE

3580 Pine Ridge Road 811 Anchor Rode Drive 1280 Creekside Street #104 690 Bald Eagle Drive

Naples, Florida 34109 Naples, Florida 34103 Naples, Florida 34108 Marco Island, Florida 34145

239-348-8000 239-649-6000 239-593-5522 239-642-1166

Member

FDIC


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The Golden Rule Company

TGR

FINANCIAL, INC.