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, 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
January 31, 2005
$.01 Par Value
12,313,243
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, 2004 and September 30, 2004 Consolidated Statements of Income for the Three 2
Months Ended December 31, 2004 and 2003 Consolidated Statements of Stockholders' Equity and
3
Comprehensive Income at December 31, 2004 and 2003
Consolidated Statements of Cash Flows for the
4
Three months Ended December 31, 2004 and 2003
Notes to Consolidated Financial Statements
5-14
2. Management's Discussion and Analysis of Financial 14-29
Condition and Results of Operations 3. Quantitative and Qualitative Disclosures About Market Risk 29-30
4. Controls and Procedures 30
PART II - OTHER INFORMATION Item 1. Legal Proceedings 31
2. Changes in Securities, Use of Proceeds and Issuer Purchases of Equity Securities 32
5. Other Information 32
6. Exhibits 32-34
SIGNATURES 35
EXHIBIT 31 -- CERTIFICATIONS 36-37
EXHIBIT 32 -- CERTIFICATION OF CHIEF EXECUTIVE OFFICER AND 38
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.
PART I. CONSOLIDATED FINANCIAL INFORMATION
Item 1. Financial Statements
FIRST FINANCIAL HOLDINGS, INC. CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION December 31, September 30, 2004 2004 (Amounts in thousands) (Unaudited) ASSETS Cash and cash equivalents $
93,356 $ 102,310 Investments available for sale, at fair value 29,344 28,926 Investment in capital stock of FHLB, at cost 31,086 33,900 Loans receivable, net of allowance of $14,697 and $14,799 1,837,779 1,813,531 Loans held for sale 2,741 4,054 Mortgage-backed securities available for sale, at fair value 350,666 346,847 Accrued interest receivable 8,800 8,909 Office properties and equipment, net 51,529 50,574 Real estate and other assets acquired in settlement of loans 4,178 4,003 Intangible assets 22,331 22,452 Other assets 24,783 26,807 Total assets $
2,456,593 $ 2,442,313 LIABILITIES AND STOCKHOLDERS' EQUITY Liabilities: Deposit accounts $ 1,505,251 $ 1,520,817 Advances from FHLB 584,000 658,000 Other short-term borrowings 112,566 1,262 Long-term debt 46,392 46,392 Advances by borrowers for taxes and insurance 1,665 5,557 Outstanding checks 11,136 12,850 Accounts payable and other liabilities 28,056 32,248 Total liabilities 2,289,066 2,277,126 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 16,135,983 and 16,090,859 shares at December 31, 2004 and September 30, 2004, respectively 161 161 Additional paid-in capital 45,610 44,812 Retained income, substantially restricted 192,765 189,675 Accumulated other comprehensive loss, net of income taxes (1,688 )
(1,458 ) Treasury stock at cost, 3,829,359 and 3,787,714 shares at December 31, 2004 and September 30, 2004, respectively (69,321 )
(68,003 ) Total stockholders' equity 167,527 165,187 Total liabilities and stockholders' equity $ 2,456,593 $ 2,442,313 See accompanying notes to consolidated financial statements. 1
FIRST FINANCIAL HOLDINGS, INC. CONSOLIDATED STATEMENTS OF INCOME Three Months Ended December 31, 2004 2003 (Amounts in thousands, except per share amounts) (Unaudited) INTEREST INCOME Interest and fees on loans $ 28,094 $ 28,208 Interest on mortgage-backed securities 3,299 3,108 Interest and dividends on investments 548 427 Other 40 17 Total interest income 31,981 31,760 INTEREST EXPENSE Interest on deposits 5,880 5,759 Interest on borrowed money 6,955 6,862 Total interest expense 12,835 12,621 NET INTEREST INCOME 19,146 19,139 Provision for loan losses 1,300 1,425 Net interest income after provision for loan losses 17,846 17,714 OTHER INCOME Net gain on sale of loans 373 210 Net (loss) gain on sale of investment and mortgage-backed securities (56 )
436 Brokerage fees 634 494 Commissions on insurance 3,712 2,846 Other agency income 264 262 Service charges and fees on deposit accounts 2,947 2,757 Loan servicing operations, net 315 415 Gains on disposition of assets 1,566 247 Other 2,450 798 Total other income 12,205 8,465 NON-INTEREST EXPENSE Salaries and employee benefits 13,118 11,301 Occupancy costs 1,253 1,282 Marketing 504 350 Depreciation, rental and maintenance of equipment 1,173 1,336 Prepayment penalties on FHLB advances 964 Amortization of intangibles 121 96 Other 3,672 3,640 Total non-interest expense 20,805 18,005 Income before income taxes 9,246 8,174 Income tax expense 3,333 2,920 NET INCOME $ 5,913 $ 5,254 NET INCOME PER COMMON SHARE BASIC $ 0.48 $ 0.42 NET INCOME PER COMMON SHARE DILUTED $ 0.47 $ 0.41 See accompanying notes to consolidated financial statements. 2
FIRST FINANCIAL HOLDINGS, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY AND COMPREHENSIVE INCOME (amounts in thousands) (unaudited) Accumulated Additional Other Common Stock Paid-in Retained Comprehensive Treasury Stock Shares Amount Capital Income Income (Loss) Shares Amount Total Balance at September 30, 2003 15,870 $ 159 $ 41,106 $ 176,111 $ 672 3,348 $ (55,042 ) $ 163,006 Net income 5,254 5,254 Other comprehensive loss: Unrealized net loss on securities available for sale, net of income tax (1,365 )
(1,365 ) Total comprehensive income 3,889