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2012 Annual Report on Form 10-K

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2012 Annual Report on Form 10-K first florida integrity bank UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K (Mark One) ⌧ Annual Report Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 For the fiscal year ended December 31, 2012 Transition Report Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 For the transition period from to Commission File No. 333-182414 TGR FINANCIAL, INC. (Exact name of registrant as specified in its charter) Florida 45-4250359 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.) 3560 Kraft Road Naples, Florida 34105 (Address of principal executive offices) (Zip Code) (239) 348-8000 (Registrant’s telephone number, including area code) Securities registered pursuant to Section 12(b) of the Act: None Securities registered pursuant to Section 12(g) of the Act: None Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. YES ⌧ NO Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. YES ⌧ NO 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 NO Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). ⌧ YES NO Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of the registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K, or any amendment to this Form 10-K. ⌧ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act (check one): Large accelerated filer Accelerated filer Non-accelerated filer (Do not check if a smaller reporting company) Smaller reporting company ⌧ first florida integrity bank first florida integrity bank Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). YES ⌧ NO As of June 30, 2012, the aggregate market value of the registrant’s common stock held by non-affiliates of the registrant was approximately $64,536,056 based on a value of $4.59 per share utilized in a registered offering which was declared effective on August 10, 2012. The registrant’s common stock was not actively traded on any market as of June 30, 2012. For purposes of this response, officers, directors and holders of 10% or more of the registrant’s common stock are considered to be affiliates of the registrant at that date. Indicate the number of shares outstanding of each of the issuer’s class of common stock, as of the latest practical date. Class Outstanding at March 25, 2013 Common Stock, $1.00 Par Value 14,333,570 Shares first florida integrity bank first florida integrity bank TABLE OF CONTENTS PART I. 4 ITEM 1. BUSINESS 4 ITEM 1A. RISK FACTORS 26 ITEM 1B. UNRESOLVED STAFF COMMENTS 34 ITEM 2. PROPERTIES 34 ITEM 3. LEGAL PROCEEDINGS 34 ITEM 4. MINE SAFETY DISCLOSURES 35 PART II. 36 ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASERS OF EQUITY SECURITIES 36 ITEM 6. SELECTED FINANCIAL DATA 38 ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 39 ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK 59 ITEM 8. FINANCIAL STATEMENTS 60 ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE 60 ITEM 9A. CONTROLS AND PROCEDURES 60 ITEM 9B. OTHER INFORMATION 61 PART III. 62 ITEM 10. DIRECTORS EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE 62 ITEM 11. EXECUTIVE COMPENSATION 71 ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS 72 ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE 74 ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES 74 PART IV. 76 ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES 76 SIGNATURES 78 EXHIBIT INDEX 80 2 first florida integrity bank first florida integrity bank CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION This Annual Report on Form 10-K (this “Annual Report”) contains certain statements that constitute “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, and are covered by the safe harbor provisions of the United States Private Securities Litigation Reform Act of 1995. Words such as “anticipate,” “believes,” “budget,” “continue,” “could,” “estimate,” “expect,” “forecast,” “intend,” “may,” “plan,” “potential,” “predicts,” “project,” “should,” “will” and similar expressions are intended to identify such forward-looking statements. Forward-looking statements in this Annual Report include, without limitation, statements regarding projected growth, future revenue, anticipated improvements in earnings and other financial performance measures, future expectations concerning available cash and cash equivalents, assumptions underlying or relating to any of the foregoing, and other matters. Forward-looking statements involve known and unknown risks, uncertainties and other important factors that may cause actual results, performance or achievements to differ materially from results expressed in or implied by this Annual Report. We discuss these risks and other uncertainties in the section entitled “RISK FACTORS” within this Annual Report. Actual results may differ materially from those contained in the forward-looking statements in this Annual Report. Additional information concerning these and other risk factors is contained elsewhere in this Annual Report. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the filing date of this Annual Report. All forward-looking statements are qualified in their entirety by this cautionary statement. We assume no obligation to update the forward-looking statements, or to update the reasons why actual results could differ from those projected in the forward-looking statements. In this Annual Report, the terms “we,” “us” and “our” refer to TGR Financial, Inc. and its subsidiary First National Bank of the Gulf Coast, unless we state otherwise or the context indicates otherwise. 3 first florida integrity bank first florida integrity bank PART I. ITEM 1. BUSINESS. General TGR Financial, Inc. (the “Company”) is a Florida corporation, organized in 2011 to be a one bank holding company. On September 25, 2012, the Company closed a reorganization (the “Reorganization”), whereby First National Bank of the Gulf Coast (the “Bank”) became a wholly owned subsidiary of the Company. Prior to the Reorganization, the Bank was required to file reports pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”) with the Office of the Comptroller of the Currency (the “OCC”), and such prior filings can be accessed through the OCC. The Reorganization is more fully described below in the section entitled “Recent Developments – The Reorganization”. Following completion of the Reorganization, the Bank is no longer subject to the filing requirements of the Exchange Act, and the Company, as successor filer to the Bank, began filing Exchange Act reports with the Securities and Exchange Commission (the “SEC”) pursuant to Section 15(d) of the Exchange Act. On January 2, 2013, the Company filed a Form 15 with the SEC to suspend its obligations to file reports under the Exchange Act, with the exception of filing this Annual Report on Form 10-K for the year ended December 31, 2012. The Bank is a federally chartered national bank headquartered in Naples, Collier County, Florida. The Bank is a full service traditional community bank offering retail banking, and personal and commercial banking services to individuals, families and businesses in Southwest and Central Florida. On April 23, 2009, Panther Community Bank, N.A. (“Panther”) and First National Bank of the Gulf Coast (in organization) (“FNB”) entered into an agreement and plan of merger, pursuant to which, on October 23, 2009, FNB merged with and into Panther, with Panther as the surviving bank (the “Merger”). In connection with the Merger, the name of Panther changed to First National Bank of the Gulf Coast. Consummation of the Merger resulted in Panther’s shareholders receiving 1.32 shares of Bank common stock for every one share of Panther common stock. Additionally, for each five full shares of Bank common stock, each holder received one warrant for the purchase of an additional share, which warrant was immediately exercisable, has a five year life and an exercise price of $10.00 per share. Shares of the Bank’s common stock were subsequently converted to shares of the Company’s common stock in connection with the closing of the Reorganization. The Bank has a single subsidiary, First National Title and Closing Services, Inc. (“First National Title”), an entity formed to provide title insurance and loan closing services. The Company and the Bank’s principal executive office is located at 3560 Kraft Road, Naples, Florida 34105 and our telephone number is (239) 348-8000.
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