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
March 31, 2004OR
[ ]
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
April 30, 2004
$.01 Par Value
12,570,639
FIRST FINANCIAL HOLDINGS, INC.
INDEX
PART I - CONSOLIDATED FINANCIAL INFORMATION
PAGE NO.
Item
1.
Consolidated Financial Statements
Consolidated Statements of Financial Condition
1
at March 31, 2004 and September 30, 2003
Consolidated Statements of Income for the Three
Months Ended March 31, 2004 and 2003
2
Consolidated Statements of Income for the Six
Months Ended March 31, 2004 and 2003
3
Consolidated Statements of Stockholders' Equity and
4
Comprehensive Income at March 31, 2004 and 2003
Consolidated Statements of Cash Flows for the
5
Six months Ended March 31, 2004 and 2003
Notes to Consolidated Financial Statements
6-15
2.
Management's Discussion and Analysis of Financial
15-34
Condition and Results of Operations
3.
Quantitative and Qualitative Disclosures About Market Risk
34-35
4.
Controls and Procedures
35
PART II - OTHER INFORMATION
Item
1.
Legal Proceedings
36
2.
Changes in Securities, Use of Proceeds and Issuer Purchases of Equity Securities
36-37
4.
Submission of Matters to a Vote of Security Holders
37-38
6.
Exhibits and Report on Form 8-K
38-40
SIGNATURES
41
EXHIBIT 31 - CERTIFICATIONS
42-43
EXHIBIT 32 - CERTIFICATION OF CHIEF EXECUTIVE OFFICER AND
44
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 March 31, September 30, 2004 2003 (Amounts in thousands) (Unaudited) ASSETS Cash and cash equivalents $ 91,055 $ 85,523 Investments available for sale, at fair value 36,857 13,787 Investment in capital stock of FHLB, at cost 35,200 29,900 Loans receivable, net of allowance of $14,725 and $14,957 1,800,658 1,781,881 Loans held for sale 6,310 20,051 Mortgage-backed securities available for sale, at fair value 386,595 303,470 Accrued interest receivable 9,221 8,823 Office properties and equipment, net 36,594 37,199 Real estate and other assets acquired in settlement of loans 3,949 4,009 Intangible assets 22,301 16,351 Other assets 26,876 21,888 Total assets $ 2,455,616 $ 2,322,882 LIABILITIES AND STOCKHOLDERS' EQUITY Liabilities: Deposit accounts $ 1,470,395 $ 1,481,651 Advances from Federal Home Loan Bank 689,000 598,000 Other short-term borrowings 36,161 24,075 Long-term debt 46,392 Advances by borrowers for taxes and insurance 3,635 5,904 Outstanding checks 14,734 21,719 Accounts payable and other liabilities 25,467 28,527 Total liabilities 2,285,784 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 15,991,069 and 15,870,130 shares at March 31, 2004 and September 30, 2003, respectively 160 159 Additional paid-in capital 43,031 41,106 Retained income, substantially restricted 182,242 176,111 Accumulated other comprehensive income, net of income taxes 2,204 672 Treasury stock at cost, 3,440,622 and 3,348,029 shares at March 31, 2004 and September 30, 2003, respectively (57,805 )
(55,042 )
Total stockholders' equity 169,832 163,006 Total liabilities and stockholders' equity $ 2,455,616 $ 2,322,882 The accompanying notes are an integral part of the consolidated financial statements. 1
FIRST FINANCIAL HOLDINGS, INC. CONSOLIDATED STATEMENTS OF INCOME Three Months Ended March 31, 2004 2003 (Amounts in thousands, except per share amounts) (Unaudited) INTEREST INCOME Interest and fees on loans $ 27,743 $ 31,706 Interest on mortgage-backed securities 3,864 1,716 Interest and dividends on investments 413 382 Other 17 30 Total interest income 32,037 33,834 INTEREST EXPENSE Interest on deposits 5,506 7,134 Interest on borrowed money 6,922 7,010 Total interest expense 12,428 14,144 NET INTEREST INCOME 19,609 19,690 Provision for loan losses 1,825 1,650 Net interest income after provision for loan losses 17,784 18,040 OTHER INCOME Net gain on sale of loans 744 2,550 Net gain on sale of investment and mortgage-backed securities 958 860 Brokerage fees 650 629 Commissions on insurance 5,021 3,885 Other agency income 430 257 Service charges and fees on deposit accounts 2,833 2,506 Loan servicing operations, net (1,150 ) (1,067 ) Real estate operations, net (274 ) (201 ) Other 1,213 1,069 Total other income 10,425 10,488 NON-INTEREST EXPENSE Salaries and employee benefits 11,238 10,891 Occupancy costs 1,357 1,263 Marketing 391 386 Depreciation, amortization, rental and maintenance of equipment 1,331 1,329 FDIC insurance premiums 59 64 Other 3,929 3,398 Total non-interest expense 18,305 17,331 Income before income taxes 9,904 11,197 Income tax expense 3,514 4,028 NET INCOME $ 6,390 $ 7,169 NET INCOME PER COMMON SHARE BASIC $ 0.51 $ 0.55 NET INCOME PER COMMON SHARE DILUTED $ 0.50 $ 0.54 The accompanying notes are an integral part of the consolidated financial statements. 2
FIRST FINANCIAL HOLDINGS, INC. CONSOLIDATED STATEMENTS OF INCOME Six Months Ended
March 31,
2004 2003 (Amounts in thousands, except per share amounts) (Unaudited) INTEREST INCOME Interest and fees on loans $ 55,951 $ 65,527 Interest on mortgage-backed securities 6,972 3,329 Interest and dividends on investments 840 823 Other 34 73 Total interest income 63,797 69,752 INTEREST EXPENSE Interest on deposits 11,265 15,216 Interest on borrowed money 13,784 14,461 Total interest expense 25,049 29,677 NET INTEREST INCOME 38,748 40,075 Provision for loan losses 3,250 3,135 Net interest income after provision for loan losses 35,498 36,940 OTHER INCOME Net gain on sale of loans 954 4,562 Net gain on sale of investment and mortgage-backed securities 1,394 1,186 Brokerage fees 1,144 1,024 Commissions on insurance 7,867 6,269 Other agency income 692 509 Service charges and fees on deposit accounts 5,590 5,183 Loan servicing operations, net (735 ) (996 )
Real estate operations, net (459 ) (358 )
Other 2,443 2,314 Total other income 18,890 19,693 NON-INTEREST EXPENSE Salaries and employee benefits 22,539 21,994 Occupancy costs 2,639 2,587 Marketing 741 800 Depreciation, amortization, rental and maintenance of equipment 2,763 2,705 FDIC insurance premiums 116 126 Other 7,512 6,791 Total non-interest expense 36,310 35,003 Income before income taxes 18,078 21,630 Income tax expense 6,434 7,753 NET INCOME $ 11,644 $ 13,877 NET INCOME PER COMMON SHARE BASIC $ 0.93 $ 1.06 NET INCOME PER COMMON SHARE DILUTED $ 0.90 $ 1.04 The accompanying notes are an integral part of the consolidated financial statements. 3
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