09 A N N U A L R E P O R T

Transcription

1 09 A N N U A L R E P O R T

2 09 A N N U A L R E P O R T By prevailing over all obstacles and distractions, one may unfailingly arrive at his chosen goal or destination. Christopher Columbus, Italian-born Spanish navigator and adventurer, Christopher Columbus success arose from his ambition and motivation to find new commerce opportunities for Spain, his native country. Along his journey he encountered, and overcame, unexpected obstacles. Even in our modern society, lessons can be learned by looking back at the leadership, strength, and resilience exhibited by Columbus. This past year presented unprecedented economic challenges as described on the facing page by Seaside s Chief Market Strategist, Philip Rich, in his commentary highlighting the 2009 financial environment. Just as Florida s economy suffered more than most states, so did Florida s financial institutions. More than 140 bank failures occurred across the country in 2009, with 14 failed institutions located in Florida. The trend appears abated as the FDIC reports that 522 banks holding $345.9 billion of assets are on its problem list, and 15 banks in Florida are considered undercapitalized by FDIC capital ratio guidelines based upon their September 30th report. To help guard against future failures, the FDIC has increased the frequency of bank examinations, and it has placed an increased emphasis in analyzing whether banks have proper reserves to cover future loan losses. We are pleased to report that amid the chaos and uncertainty of this past year, we continue to be excited and extremely optimistic about Three Shores Bancorporation s future. We have developed a solid business plan, consistently executed on the plan, even in a historically difficult economic environment, and hired the best bankers in Florida. We are beginning to see all of the elements of our strategic plan come together as noted by our many accomplishments listed below and detailed in the following pages: Three Shores Bancorporation, Inc., a bank holding company, was formed to provide greater strategic flexibility. Seaside National Bank & Trust is a wholly-owned subsidiary of Three Shores Bancorporation, Inc. We successfully completed a capital raise in excess of $40 million We capitalized on the disruption in the market as a significant number of new clients joined us from large regional institutions Our deposits, loans, and assets all grew on pace or faster than our projections 72% of our Wealth Management client portfolios beat their custom benchmarks by an average of 234 basis points We have built significant reserves on our balance sheet and are on course to become profitable in early 2010 The bank is operating in a safe and stable manner, with sound operating procedures and compliant systems While the water appears calm for Three Shores, we know that most financial indicators predict continued turbulence ahead. Like Christopher Columbus and other great explorers, we will strive to perfect the core elements of our success; professional excellence, creativity, and teamwork. The strength of our brand is directly tied to our execution of these strategic equities. We will maintain our course, adhere to our plan, and hope that the winds of good fortune continue to guide us on our journey. On behalf of all the directors and professionals of Seaside National Bank & Trust, I want to thank you for your continued support. Please do not hesitate to call me directly with any questions or concerns. Sincerely, Gideon T. Haymaker 02

3 POWERFUL CROSSCURRENTS. TREACHEROUS WATERS. The financial media has already worn out all available hyperbole describing this recession. No matter how you participated in the economy, it was bad. For the first time since the advent of a truly global economy, the output of the whole world contracted. This recession was caused by massive overuse of easy credit: by households to buy more house, by businesses to increase operating leverage and cater to our expanding appetites, and by financial intermediaries to generate profits by making all the excess deceptively easy. It was facilitated by public policies intended to encourage home ownership and modernize our banking system. It was accelerated by the transfer of risk away from those best equipped to evaluate it to investors unable to see it. It was aggravated by the complicity of participants whose role it is to police the process: regulators, appraisers, loan originators, rating agencies, auditors and, yes, bankers. The party lasted so long that there developed a belief that we might have found a way to attenuate the boom-bust cycles of past decades. Instead, we had invented new ways to spread risk so broadly that when the process failed, the whole world paid the price. In 2009 statistical evidence emerged that we had turned a corner. GDP turned positive in the third quarter but will remain down for the year. The rate of deterioration in unemployment has slowed measurably but remains far from signaling the creation of net new jobs that would characterize a robust recovery. Interest and inflation remain low and the yield curve is as steep as it has ever been all positive conditions for recovery. The stock market (S&P 500) gained 23.5% for the year and is up an impressive 63.2% from its low in early March, yet for long-term investors it is still regaining lost ground. Residential housing shows signs of having found a tenuous bottom. The improvements must be understood in the context of massive fiscal and monetary stimulus by our government and the Fed. Households and businesses have dramatically cut back their spending and their debt, many by fiscal prudence, others by the trauma of foreclosure or bankruptcy. At the same time, our government has increased its spending and debt at a rate never before seen. If you net together the public and private sectors, we are still a nation that is trying to borrow and spend its way out of an economic condition brought on by excessive borrowing and spending. It may in fact be good public policy to prime the economic pump in a recession, but recovery will not take hold until the private sector can generate jobs and economic opportunity without massive stimulus from the government. In this environment investors face some unique challenges. Cash earns a punitive rate, long bonds are vulnerable to rising interest rates, and stocks are no longer cheap. That doesn t mean there are no opportunities. This is an environment that calls for the common sense our parents passed down to us. Spend less than you earn. Use care in the use of credit - more in its extension. Seek value. Test assumptions. There are still many great companies delivering decent returns on solid balance sheets. They are not necessarily the same companies that have led this recent rally. A strong defense in the management of budgets and portfolios will be more important than ever. During the 1970s, the last profound recession in my life, we suffered high inflation, high interest rates, low growth, and the loss of entire industries. Americans were held hostage abroad and laid off at home. More than any single leader or policy, the PC revolution jolted us out of stagflation. It spawned entire new industries, and, more importantly, it made almost every job in America more productive, more economically efficient. I don t know where the next catalyst for sustainable growth will come from, but I remain impressed by the opportunities. Addressing the fact that we export the equivalent of a nation s GDP abroad every year to pay for our dependence on oil is one such opportunity. We will not solve that dependence by converting good food to bad fuel or by tilting at windmills. Natural gas and nuclear power could change the equation, but this requires leadership. During a bleak week in 2009 one of the analysts we follow searched for some positives to report. He pointed out that given the steepness of yield curve, the liquidity available to the system and the probability of an eventual improvement in the business climate, this would be a great time to invest in a bank provided you could find one with strong capital, no bad loans, sensible credit policies and a good client base. I could not help but think that s what we have at Seaside. Philip Rich Chief Market Strategist 03

4 09 FINANCIAL Y E A R I N R E V I E W GROWTH Three Shores continues to be excited and extremely optimistic about our future. We ve developed a solid business plan, have consistently executed on the plan, even in a historically difficult economic environment, and are charting a course to reach profitability in early We experienced tremendous growth in our total assets, loans, deposits, and assets under management and raised over $40 million in capital in an increasingly difficult economic environment. Total assets grew 127% from $367.3 million to $835.4 million Loans grew 117% from $210.6 million to $457.3 million Deposits grew 168% from $265.4 million to $711.5 million Assets under advisement grew 33% from $97.1 million to $129.3 million $40.3 million in a capital raise FORMED HOLDING COMPANY THREE SHORES BANCORPORATION In 2009, Seaside National Bank & Trust formed Three Shores Bancorporation, Inc., the bank s holding company. Seaside National Bank & Trust is a wholly-owned subsidiary of Three Shores Bancorporation, Inc. Three Shores Bancorporation, Inc. currently operates three separate businesses: Seaside Capital Management, a registered investment advisor; Seaside Insurance; and Seaside National Bank & Trust. All three BOARD OF DIRECTORS Thomas Yochum: chairman of the board Gideon Haymaker: president and CEO, Seaside National Bank & Trust Charles Chas Bailes III: chairman & CEO, ABC Fine Wine & Spirits John Cochran: principal, Lovell Minnick Partners, LLC Brian Golson: managing partner of Parthenon Capital Partner s San Francisco office Tom O Shane: retired banker Rick Walsh: president, KnobHill Group businesses are under the advisement of the newly formed Three Shores Bancorporation, Inc. board of directors, which is comprised of seven business leaders. The creation of Three Shores Bancorporation, Inc. allows Seaside increased strategic flexibility and the ability to operate multiple companies in a variety of financial service sectors with relative operating ease. Mr. Brian Golson, of Parthenon Capital Partners, and Mr. John Cochran, of Lovell Minnick Partners, are new members to the Three Shores Bancorporation and the Seaside National Bank & Trust board of directors. The other five Three Shores Bancorporation, Inc. board members are existing members of Seaside s board of directors and have been elected to serve on both boards. Mr. Golson and Mr. Cochran s respective firms invested significant capital in Three Shores Bancorporation, Inc. during the $40.3 million capital raise. 04

5 We believe that Seaside, with its client service emphasis and strong leadership team, is incredibly well positioned to serve the high networth market in Florida. With enhanced access to capital, Seaside has the financial strength to continue its impressive growth. We are excited to invest in Seaside s future. Brian Golson Managing Partner of Parthenon Capital Partners San Francisco office John Cochran Principal at Lovell Minnick Partners LLC Mr. Golson is a managing partner at Parthenon Capital Partners (PCP) and the head of the firm's San Francisco office. He has more than 15 years of private equity and corporate finance experience. Mr. Golson is a member of Parthenon's Investment Committee. Mr. Golson is an active investor in industries, including financial services, business services, insurance services, and technology. He is involved with PCP's current investments in Performant Financial Corporation, AmWINS Group, Wildlands, Intermedix, and Primis Marketing Group. Mr. Golson oversaw Parthenon s investments in Rackable Systems prior to its IPO in June of 2005 and Arrow Financial prior to its sale to Sallie Mae in late Prior to joining PCP, Mr. Golson was the CFO and vice president of operations for Everdream, a software company sold to Dell providing outsourced IT infrastructure management. Prior to Everdream, Mr. Golson spent several years at Prometheus Partners, a middle-market private equity fund focused on recurring revenue service businesses. He started his career at GE Capital Corporation focused on acquisitions and divestitures of financial services and insurance businesses. Mr. Golson earned a B.A. in economics with Honors from the University Mr. Cochran joined the Los Angeles office of Lovell Minnick Partners (LMP) in 2008 as a principal. Mr. Cochran s main responsibilities include taking a lead role in sourcing portfolio investments, developing investment structures and working with the management teams of portfolio companies. Prior to joining LMP, Mr. Cochran was a principal at SV Investment Partners (formerly Schroder Ventures US), a private equity firm focused on investing in mid-market business services companies. In his six years at SV, Mr. Cochran worked on numerous transactions and financings and actively supported portfolio company management teams in building their businesses. Prior to SV, Mr. Cochran worked at J.W. Childs Associates, a middle market private equity firm with more than $3 billion of assets under management, and at Salomon Brothers, Inc. in the Mergers and Acquisitions Group. Mr. Cochran received an MBA and a Masters degree in Manufacturing Systems Engineering from Stanford University and holds a BA in English from the University of California, Los Angeles. He is involved with Lovell Minnick s investments in ALPS Holdings, Inc. and PlanMember Financial Corporation. of North Carolina, and his M.B.A. with High Distinction as a Baker Scholar from the Harvard Business School. Parthenon Capital Partners is a leading mid-market private equity firm based in Boston and San Francisco. Parthenon utilizes niche industry expertise and a deep execution team to invest in growth companies in service industries. Parthenon seeks to be an active and aligned partner to management, either through recapitalization transactions or by backing new executives. Parthenon has particular expertise in business services, financial and insurance services and healthcare but seeks any service, technology or delivery business with a strong value proposition and proprietary know-how. Parthenon's investment team has deep experience in corporate strategy, capital markets and operations, enabling the firm to pursue complex, multi-faceted value creation opportunities. Lovell Minnick Partners LLC is an independent private equity firm providing buyout and growth capital to companies in the financial services industry. From offices in the Los Angeles and Philadelphia areas, Lovell Minnick manages private equity partnerships totaling more than $700 million on behalf of qualified private and institutional investors. Portfolio companies of Lovell Minnick operate in various areas of the global financial services industry, including asset management, financial product distribution, outsourced administration services, securities brokerage, financial consulting, and commercial and trust banks. 05

6 SUCCESSFULLY COMPLETED OVER $40 MILLION CAPITAL RAISE On Wednesday, November 24, 2009, Three Shores Bancorporation successfully completed an more than $40 million capital raise. The funds were received from each of the following investors: Parthenon Capital Partners, Lovell Minnick Partners LLC, Continental Investors LLC, and a number of existing local investors. At a time when access to capital is extremely tight and most banks are struggling to complete adequate capital raises, Three Shores was pleased to receive funds from such distinguished private equity firms and local individual investors. The investment from the private equity firms is a tremendous vote of confidence in our business plan, bank, management team, and all of our Seaside employees. The additional $40+ million will be used to enhance Three Shores already significant capital strength, while continuing to support our growth strategy of expansion into Florida s major metropolitan cities and development as Florida s premier bank. 06

7 09 R E G I O N A L B O A R D 1ST REGIONAL BOARD FORMED CENTRAL FLORIDA BOARD OF DIRECTORS Seaside formed a regional board in Central Florida and named Darrell Kelley, Rita Lowndes, Alex Martins, and Ed Timberlake to the board of directors. The board will operate under the leadership of Ed Timberlake, chairman of the Central Florida board. D A R R E L L K E L L E Y A L E X M A R T I N S Mr. Kelley is currently a business consultant for many influential businesses throughout Central Florida and across the state. Prior to his consulting business, he served as the chief operating officer of Holland & Knight LLP. In this role he was responsible for all of the business operations of the firm s 18 U.S. offices and four international offices. Prior to his position at Holland & Knight, he served three years as president and chief executive officer of Enterprise Florida. Proceeding Enterprise Florida, he had a 38-year career in the telecommunications industry, where he served as president of three separate Sprint companies in Ohio, Texas, and Florida. Mr. Kelley s past includes broad civic involvement and service to higher education and government that has resulted in countless awards and recognition, including receiving the Distinguished Citizen Award from the Ohio Senate in He has served on Florida s Government Accountability to the People Commission. Mr. Martins is the chief operating officer for the Orlando Magic and oversees the day-to-day business operations of the club, including marketing, ticket sales, season ticket services and operations, community relations, broadcasting, corporate partnerships, communications, government relations, arena development, and business strategy. Mr. Martins currently serves as the chair of the Central Florida Partnership and as the secretary and treasurer of the Metro Orlando Economic Development Commission. Additionally, Mr. Martins is on the board of directors for Florida Children s Hospital, the board of directors of the Coalition for the Homeless, and the Central Florida Commission on Homelessness. R I T A L O W N D E S E D T I M B E R L A K E For more than two decades, Mrs. Lowndes has served as a community volunteer in the areas of the cultural arts, education, and social services. She has served in leadership roles for the Coalition for the Homeless of Central Florida, Trinity Preparatory School, the University of Central Florida Town & Gown Council, Planned Parenthood of Greater Orlando, and the Winter Park Public Library. Mrs. Lowndes currently serves as the chair of the board of directors of the Orlando Shakespeare Theater, and is on the boards of the Community Foundation of Central Florida, the UCF Foundation, United Arts, and Orange County s Arts and Cultural Affairs Advisory Council. Mr. Timberlake is the chairman of Seaside s Central Florida board with additional responsibilities for business development and community involvement. Mr. Timberlake is a 40-year banking veteran. Prior to joining Seaside, he served as the president of Bank of America, Central Florida for seven years. He has held numerous other executive roles at Barnett Bank, NationsBank, and SunTrust. Mr. Timberlake currently serves on the executive committee and board of the Heart of Florida United Way, Dr. Phillips Performing Arts Center, Central Florida Partnership, Community Foundation of Central Florida, and the Central Florida Commission on Homelessness. Additionally, he is on the board of BETA, JNF, and Nemours Council. 07

8 09 ADDITION Y E A R I N R E V I E W TO THE SENIOR LEADERSHIP TEAM DIRECTOR OF RESIDENTIAL LENDING Ed Wentzel joins Seaside with more than 21 years of experience in the banking and financial services industries. As director of residential lending, he is responsible for the statewide growth, support, and direction of all aspects of the residential lending division of the bank, including loan origination, processing, underwriting and servicing. The majority of Mr. Wentzel s professional career was spent at large regional financial institutions. He served as a Central Florida regional mortgage manager for eight years. In this role he was responsible for the overall performance of the mortgage division, including the sales and operations departments totaling 216 employees and a senior management team of nine direct reports. Some of his many accomplishments in the position include growing the department from three production centers to seven, across a 13-county region. Also, during that period, he led the region to a number two market share position from seventh and was recognized twice with the Presidential Leadership award one of his former employer s highest awards. Mr. Wentzel graduated from Ursinus College in Collegeville, Pennsylvania, with a Bachelor of Arts in economics and a minor in political science. He is the past associate director and finance committee member for the Home Builders Association of Metro Orlando. NEW MARKETS We added two new offices in Seaside now operates 13 offices throughout five regions located in Central Florida, South Florida, Sarasota, Tampa, and North Florida. Boca Raton 1800 North Military Trail Suite 100 Boca Raton, Florida Ponte Vedra Beach 820 North A1A Suite E-11 Ponte Vedra Beach, Florida

9 09 A D V E R T I S I N G A D V E R T I S I N G ADVERTISING CAMPAIGN The once upon a time campaign began in January In this series, we utilized coastal black and white images of children to evoke emotion and capture attention. The campaign objective was to emphasize that Seaside is client focused and serves as relationship advisors. Our goal is to get to know our clients as individuals only then will we be able to advise them on the financial services that are best suited for them, their family or their business. Just as every Seaside client is unique, every financial solution we provide is personalized to our clients individual situation. The campaign focuses on the dreams and opportunities of our clients and the steps they take to make them come true. The ads make reference to specific Seaside core competencies, such as private banking, commercial banking, and wealth management through generational wealth transfer. Knowing our client s dreams and aspirations supports our brand promise of getting to know our clients as individuals prior to making any product or financial recommendations. Our ads focus on our client s lives instead of Seaside bankers or our products, which further demonstrates our client-centric approach. The American Banker s Association recognized this campaign with the first place award for the customer acquisition category for banks with assets under $500 million. A W A R D S SEASIDE RECEIVED THE FOLLOWING PRESTIGIOUS AWARDS IN 2009: #1 MEDIUM-SIZE COMPANY TO WORK FOR IN THE STATE OF FLORIDA IN FLORIDA TREND S BEST COMPANIES TO WORK FOR SURVEY. FIRST PLACE AWARD AS ORLANDO BUSINESS JOURNAL S 2009 BEST PLACE TO WORK FIRST PLACE IN THE AMERICAN BANKER S ASSOCIATION CUSTOMER ACQUISITION MARKETING AWARD IN THE LESS THAN $500 MILLION IN ASSETS CATEGORY. RUNNER-UP IN THE AMERICAN BANKER S ASSOCIATION ANNUAL REPORT AWARD 09

10 F I N A N C I A L S

11 09 F I N A N C I A L S $835,448,000 ASSETS $367,296,000 $55,806,000 $127,260, $457,313, F I N A N C I A L G R O W T H LOANS OUTSTANDING DEPOSITS $210,627,000 $58,009,000 $7,378, $711,501,000 $265,350,000 $72,239,000 $3,056, $129,357,000 ASSETS UNDER MANAGEMENT $0 $56,250,000 $97,120,

12 THREE SHORES BANCORPORATION, INC. AND SUBSIDIARY CONSOLIDATED BALANCE SHEETS ($ IN THOUSANDS, EXCEPT PER SHARE AMOUNTS) AT DECEMBER ASSETS Cash and due from banks $ 1,350 3,511 18,766 Federal funds sold 13, Total cash and cash equivalents $ 14,705 3,868 19,064 Securities available for sale 45, , ,980 Loans held for sale 1,778 25,865 3,325 Loans, net of allowance for loan losses of $834, $2,426 and $9,124 56, , ,988 Accrued interest receivable 764 1,834 4,695 Premises and equipment, net 3,345 8,470 7,417 Restricted securities 1,625 2,515 4,250 Deferred income taxes 2,370 7,628 16,574 Other assets ,155 Total assets $ 127, , ,448 LIABILITIES Noninterest-bearing demand deposits 15,070 24,520 43,464 NOW deposits 7,318 19,791 41,984 Money-market and savings deposits 18,153 48,084 88,294 Time deposits 31, , ,759 Total deposits $ 72, , ,501 Other borrowings 3,576 50,144 42,148 Accrued interest payable ,694 Official checks 428 2,206 1,788 Other liabilities 1,639 3,000 4,049 Total liabilities $ 78, , ,180 STOCKHOLDERS EQUITY Preferred stock 5,000 5,000 42,137 Common stock and additional paid-in capital 48,174 53,867 60,492 Accumulated deficit (3,953) (12,122) (22,038) Accumulated other comprehensive loss (121) (865) (6,323) Total stockholders equity $ 49,100 45,880 74,268 Total liabilities & stockholders equity $ 127, , ,448 12

13 THREE SHORES BANCORPORATION, INC. AND SUBSIDIARY CONSOLIDATED STATEMENTS OF OPERATIONS (IN THOUSANDS) YEAR ENDED DECEMBER INCOME Interest income: Loans $ 2,239 5,660 17,823 Securities 2,396 3,764 8,762 Other Total interest income $ 5,278 9,699 26,740 Interest expense: Deposits 1,450 4,214 10,065 Other borrowings Total interest expense $ 1,488 4,504 10,642 Net interest income 3,790 5,195 16,098 Provision for loan losses 743 1,636 6,815 Net interest income after provision for loan losses $ 3,047 3,559 9,283 Noninterest income: Wealth management income Service charges on deposit accounts Gain on sales of loans held for sale Other* (2,138) Total noninterest income $293 1,016 (417) Noninterest expenses: Salaries and employee benefits 5,420 11,453 14,291 Occupancy and equipment 1,472 3,540 4,685 FDIC insurance premiums ,878 Data processing ,000 Professional fees Advertising Other general and administrative 665 1,099 1,521 Total noninterest expenses $ 8,322 17,552 24,141 Loss before income tax benefit (4,982) (12,977) (15,275) Income tax benefit (1,823) (4,808) (5,653) Net loss $(3,159) (8,169) (9,622) *includes writedown of certain loans and securities in

14 09 L E A D E R S H I P BOARD OF DIRECTORS Thomas Yochum 3,7 Chairman of the Board Seaside National Bank & Trust Charles Chas Bailes III 5.6 Chairman & CEO ABC Fine Wine & Spirits Steven Barnett 5,6 Principal Capitalspan, LLC John Cochran 7 Principal at Lovell Minnick Partners LLC Roy B. Skip Dalton, Jr. 2,3 President & CEO Dalton Hotel Corp. Principal, Dalton & Carpenter, PA Glen Davis 4 President & CEO Schuff Steel-Atlantic, Inc. Anil Deshpande 2.4 Co-Founder Park Square Homes Michael Fess 1,2 Founder & Owner Equity Partners, Inc. Brian Golson 7 Managing Partner of Parthenon Capital Partners San Francisco office. Gideon Haymaker 1,7 President & CEO Seaside National Bank & Trust Thomas O Shane 1,3,6 Retired Banker Ed Timberlake 3,6 Chairman Seaside National Bank & Trust Central Florida Board of Directors Charles Valentine 2,4 Retired Banker Rick Walsh 3,5,6 President KnobHill Group BOARD COMMITTEES: 1. Asset/Liability Management: Thomas J. O Shane, Chair 2. Audit, Compliance & CRA: Michael Fess, Chair 3. Loan Policy: Roy B. Skip Dalton, Jr., Chair 4. Fiduciary: Charles F. Valentine, Chair 5. Compensation: Charles E. Chas Bailes III, Chair 6. Corporate Responsibility: Rick Walsh, Chair 7. Executive Committee: Thomas Yochum, Chair CENTRAL FLORIDA BOARD Darrell Kelley Business Consultant Rita Lowndes Community Volunteer Alex Martins C.O.O. Orlando Magic Ed Timberlake Chairman Seaside National Bank & Trust Central Florida Board of Directors 14

15 Gideon Haymaker President & CEO Ed Wentzel Director of Residential Lending Gene Carson Sarasota President Mark Dalziel North Florida President Nancy Elberg Director of Human Capital Chuck Hicks South Florida President Tom Grant Chief Credit Officer 09 Lea Anne Groover Chief Fiduciary Officer S E N I O R L E A D E R S H I P Barry Griffiths Chief Financial Officer Jim Hindman Chief Operations Officer Dave Hunter Tampa Bay President Lara Lee Chief Marketing Officer Tim Myers Central Florida President Philip Rich Chief Market Strategist Stuart Scott Director of Wealth Management 15

16 SEASIDE PLAZA FLORIDA MALL LAKE MARY WINDERMERE WINTER PARK PONTE VEDRA BEACH BOCA RATON FORT LAUDERDALE PALM BEACH PALM BEACH GARDENS STUART SARASOTA TAMPA