UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
[X]
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the Quarterly period ended
December 31, 2003OR
[ ]
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: 0-17122
FIRST FINANCIAL HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
Delaware
57-0866076
(State or other jurisdiction of incorporation or organization)
(I.R.S. Employer Identification No.)
34 Broad Street, Charleston, South Carolina
29401
(Address of principal executive offices)
(Zip Code)
Registrant's telephone number, including area code
(843) 529-5933
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 by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act).
YES X NO
APPLICABLE ONLY TO CORPORATE ISSUERS: Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date.
Class
Outstanding Shares at
Common Stock
January 31, 2004
$.01 Par Value
12,570,740
FIRST FINANCIAL HOLDINGS, INC.
INDEX
PART I - CONSOLIDATED FINANCIAL INFORMATION
PAGE NO.
Item
1.
Consolidated Financial Statements
Consolidated Statements of Financial Condition
1
at December 31, 2003 and September 30, 2003
Consolidated Statements of Income for the Three 2
Months Ended December 31, 2003 and 2002
Consolidated Statements of Stockholders' Equity and
3
Comprehensive Income at December 31, 2003 and 2002
Consolidated Statements of Cash Flows for the
4
Three months Ended December 31, 2003 and 2002
Notes to Consolidated Financial Statements
5-12
2.
Management's Discussion and Analysis of Financial
13-27
Condition and Results of Operations
3. Quantitative and Qualitative Disclosures About Market Risk
28
4. Controls and Procedures
28
PART II - OTHER INFORMATION
Item
1. Legal Proceedings 29
6.
Exhibits and Report on Form 8-K
29-31
SIGNATURES
32
EXHIBIT 3 - AMENDMENT TO REGISTRANT'S BYLAWS
33
EXHIBIT 31 - CERTIFICATIONS
34-35
EXHIBIT 32 - CERTIFICATION OF CHIEF EXECUTIVE OFFICER AND
36
CHIEF FINANCIAL OFFICER SCHEDULES OMITTED
All schedules other than those indicated above are omitted because of the absence of the conditions under which they are required or because the information is included in the Financial Statements and related notes.
FIRST FINANCIAL HOLDINGS, INC. CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION December 31, September 30, 2003 2003 (Amounts in thousands)
(Unaudited)
ASSETS Cash and cash equivalents $
83,478 $ 85,523 Investments available for sale, at fair value 24,626 13,787 Investment in capital stock of FHLB, at cost 34,300 29,900 Loans receivable, net of allowance of $14,809 and $14,957 1,789,990 1,781,881 Loans held for sale 11,682 20,051 Mortgage-backed securities available for sale, at fair value 402,489 303,470 Accrued interest receivable 9,339 8,823 Office properties and equipment, net 36,503 37,199 Real estate and other assets acquired in settlement of loans 3,606 4,009 Intangible assets 16,255 16,351 Other assets 21,813 21,888 Total assets $
2,434,081 $ 2,322,882 LIABILITIES AND STOCKHOLDERS' EQUITY Liabilities: Deposit accounts $ 1,428,440 $ 1,481,651 Advances from Federal Home Loan Bank 664,000 598,000 Other short-term borrowings 139,202 24,075 Advances by borrowers for taxes and insurance 1,303 5,904 Outstanding checks 14,822 21,719 Accounts payable and other liabilities 21,504 28,527 Total liabilities 2,269,271 2,159,876 Stockholders' equity: Serial preferred stock, authorized 3,000,000 shares--none issued Common stock, $.01 par value, authorized 24,000,000 shares, issued and outstanding 15,943,298 and 15,870,130 shares at December 31, 2003 and September 30, 2003, respectively 159 159 Additional paid-in capital 42,394 41,106 Retained income, substantially restricted 178,614 176,111 Accumulated other comprehensive (loss) income, net of income taxes (693 )
672 Treasury stock at cost, 3,368,364 and 3,348,029 shares at December 31, 2003 and September 30, 2003, respectively (55,664 )
(55,042 )
Total stockholders' equity 164,810 163,006 Total liabilities and stockholders' equity $ 2,434,081 $ 2,322,882 The accompanying notes are an integral part of the statements. 1
FIRST FINANCIAL HOLDINGS, INC. CONSOLIDATED STATEMENTS OF INCOME Three Months Ended December 31, 2003 2002 (Amounts in thousands, except per share amounts) (Unaudited) INTEREST INCOME Interest and fees on loans $ 28,208 $ 33,820 Interest on mortgage-backed securities 3,108 1,614 Interest and dividends on investments 427 441 Other 17 43 Total interest income 31,760 35,918 INTEREST EXPENSE Interest on deposits 5,759 8,082 Interest on borrowed money 6,862 7,451 Total interest expense 12,621 15,533 NET INTEREST INCOME 19,139 20,385 Provision for loan losses 1,425 1,485 Net interest income after provision for loan losses 17,714 18,900 OTHER INCOME Net gain on sale of loans 210 2,012 Net gain on sale of investment and mortgage-backed securities 436 326 Brokerage fees 494 395 Commissions on insurance 2,846 2,384 Other agency income 262 252 Service charges and fees on deposit accounts 2,757 2,677 Loan servicing operations, net 415 71 Real estate operations, net (185 )
(157 )
Other 1,230 1,245 Total other income 8,465 9,205 NON-INTEREST EXPENSE Salaries and employee benefits 11,301 11,103 Occupancy costs 1,282 1,324 Marketing 350 414 Depreciation, amortization, rental and maintenance of equipment 1,432 1,376 FDIC insurance premiums 57 62 Other 3,583 3,393 Total non-interest expense 18,005 17,672 Income before income taxes 8,174 10,433 Income tax expense 2,920 3,725 NET INCOME $ 5,254 $ 6,708 NET INCOME PER COMMON SHARE BASIC $ 0.42 $ 0.51 NET INCOME PER COMMON SHARE DILUTED $ 0.41 $ 0.50 The accompanying notes are an integral part of the statements. 2
| FIRST FINANCIAL HOLDINGS, INC. AND SUBSIDIARIES | |||||||||||||||||||
| CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY AND COMPREHENSIVE INCOME | |||||||||||||||||||
| (amounts in thousands) | |||||||||||||||||||
| (unaudited) | |||||||||||||||||||
|
Accumulated |
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| Additional |
Other |
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| Common Stock | Paid-in | Retained | Comprehensive | Treasury Stock | |||||||||||||||
| Shares | Amount | Capital | Income | Income (Loss) | Shares | Amount | Total | ||||||||||||
| Balance at September 30, 2002 | 15,733 | $ | 157 | $ | 38,656 | $ | 158,680 | $ | 2,226 | 2,538 | $ | (34,071 |
) $ |
165,648 | |||||
| Net income | 6,708 | 6,708 | |||||||||||||||||
| Other comprehensive loss: | |||||||||||||||||||
| Unrealized net loss on securities | |||||||||||||||||||
| available for sale, | |||||||||||||||||||
| net of income tax | |||||||||||||||||||