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FFCH > SEC Filings for FFCH > Form 8-K on 21-Sep-2009All Recent SEC Filings

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Form 8-K for FIRST FINANCIAL HOLDINGS INC /DE/


21-Sep-2009

Regulation FD Disclosure, Other Events, Financial Statements an


Item 7.01 Regulation FD Disclosure.

On September 21, 2009, First Financial Holdings, Inc. ("First Financial" or "Company") announced that it expects to offer and sell approximately $50 million of common stock in an underwritten public offering. The offer and sale would be made pursuant to the Company's shelf registration statement on Form S-3, filed with the Securities and Exchange Commission ("SEC") on October 24, 2008, and amended on December 30, 2008. Sandler O'Neill + Partners, L.P. is serving as sole book-running manager of the offering, and Keefe, Bruyette & Woods, Scott & Stringfellow, LLC and FIG Partners, LLC are serving as co-managers. The Company intends to grant the underwriters a 30-day option to purchase up to an additional 15% of the shares sold to cover over-allotments, if any.

A copy of the press release is attached as Exhibit 99.1 to this Report.



Item 8.01 Other Events

Recent Developments

The prospectus supplement filed in connection with the Offering disclosed the following under "Recent Developments."

Internal Stress Test

In May 2009, the Federal Reserve Board announced the results of the Supervisory Capital Assessment Program, or the "SCAP," commonly referred to as the "stress test," of the near-term capital needs of the 19 largest U.S. banks. Although we were not subject to the Federal Reserve review under the SCAP, we conducted our own internal analysis of First Federal Savings and Loan Association of Charleston's ("First Federal") capital position, using many of the same methodologies of the SCAP, but applying underlying economic assumptions relating to potential losses that we believed to be more appropriately tailored to reflect the composition of First Federal's loan portfolio. Therefore, certain of those economic assumptions were more optimistic than the assumptions used by the 19 largest banks under the SCAP methodology.

In conducting the internal stress test, we determined our losses over a two-year period based on specific loan portfolio components and compared the total estimated loss exposure to the estimated resources available to cover the losses, notably loan loss reserves, future earnings and existing capital. Following completion of this offering and assuming all of the net proceeds of the offering and a portion of the capital of First Financial are contributed to First Federal, First Federal would be well-capitalized under the "more adverse" scenario of the SCAP. At June 30, 2009, we had approximately $50.0 million of liquid assets at First Financial.

Selected Investor Presentation

The slides attached as Exhibit 99.2 hereto and incorporated by reference in this Item 8.01 have been excerpted from an investor presentation used by the Company in connection with the offering.

Risk Factors

In the prospectus supplement filed in connection with the Offering, the Company has revised certain risk factors it previously disclosed in its Form 10-K for the year ended September 30, 2008 and in its Forms 10-Q for the quarters ended December 31, 2008, March 31, 2009 and June 30, 2009, and has added certain new risk factors. The risk factors included in the prospectus supplement are set forth below.

Risks Associated with Our Business

The current economic recession in the market areas we serve may continue to adversely impact our earnings and could increase our credit risk associated with our loan portfolio.


Substantially all of our loans are to businesses and individuals in the states of South Carolina and North Carolina. A continuing decline in the economies of our primary market areas of Charleston, Dorchester, Berkeley, Georgetown, Horry, Florence and Beaufort counties in South Carolina and Brunswick, Pender and North Hanover counties in North Carolina, could have a material adverse effect on our business, financial condition, results of operations and prospects. In particular, South Carolina and North Carolina have experienced substantial home price declines and increased foreclosures and have experienced above average unemployment rates.

A further deterioration in economic conditions in the market areas we serve could result in the following consequences, any of which could have a materially adverse impact on our business, financial condition and results of operations:

• loan delinquencies, problem assets and foreclosures may increase;

• demand for our products and services may decline;

• collateral for loans made may decline further in value, in turn reducing customers' borrowing power, reducing the value of assets and collateral associated with existing loans; and

• the amount of our low-cost or non-interest bearing deposits may decrease.

Our business may be adversely affected by credit risk associated with residential property.

At June 30, 2009, $929.7 million, or 34.9% of our total loan portfolio, was secured by one-to four-family residential real property. This type of lending is generally sensitive to regional and local economic conditions that significantly impact the ability of borrowers to meet their loan payment obligations. The decline in residential real estate values due to the downturn in the housing market has reduced the value of the real estate collateral securing the majority of our loans held for investment and has increased the risk that we will incur losses if borrowers default on their loans. At June 30, 2009, $395.0 million, or 14.8% of our loan portfolio, consisted of home equity loans, and the risks associated with these loans, including the risk of higher rates of deficiency and defaults, will continue to increase if housing prices continue to decline. Continued declines in both the volume of real estate sales and the sales prices coupled with the current recession and the associated increases in unemployment may result in higher than expected loan delinquencies or problem assets, a decline in demand for our products and services, or lack of growth or a decrease in deposits. These potential negative events may cause us to incur losses, adversely affect our capital, and damage our financial condition and business operations. These declines may have a greater effect on our earnings and capital than on the earnings and capital of financial institutions whose loan portfolios are more diversified.

Our real estate construction and land acquisition or development loans are based upon estimates of costs and the value of the complete project.

We make real estate construction loans to individuals and builders, primarily for the construction of residential properties. We originate these loans whether or not the collateral property underlying the loan is under contract for sale. At June 30, 2009, construction loans totaled $104.2 million, or 3.91% of our total loan portfolio, of which $56.8 million were for residential real estate projects. Approximately $21.4 million of our residential construction loans were made to finance the construction of owner-occupied homes and are structured to be converted to permanent loans at the end of the construction phase. Land loans, which are loans made with land as security, totaled $306.7 million, or 11.5%, of our total loan portfolio at June 30, 2009. Land loans include raw land, residential lot financing primarily for individuals, land acquisition and development loans and loans secured by land used for business purposes. In general, construction, and land lending involves additional risks because of the inherent difficulty in estimating a property's value both before and at completion of the project as well as the estimated cost of the project. Construction costs may exceed original estimates as a result of increased materials, labor or other costs. In addition, because of current uncertainties in the residential real estate market, property values have become more difficult to determine than they have historically been. Construction loans and land acquisition and development loans often involve the disbursement of funds with repayment dependent, in part, on the success of the ultimate project and the ability of the borrower to sell or lease the property or refinance the


indebtedness, rather than the ability of the borrower or guarantor to repay principal and interest. These loans are also generally more difficult to monitor. In addition, speculative construction loans to a builder are often associated with homes that are not pre-sold, and thus pose a greater potential risk than construction loans to individuals on their personal residences. At June 30, 2009, $35.4 million of our residential construction loans were for speculative construction loans. Approximately $7.4 million, or 13.0%, of our total residential real estate construction loans were non-performing at June 30, 2009.

Our mobile home loans are of higher risk than our other residential loans.

We have a significant portion of our loan portfolio in mobile home loans which we also refer to as manufactured home loans. As of June 30, 2009, mobile home loans totaled $238.5 million, or 9.0%, of our total loan portfolio. Mobile home lending involves additional risks as a result of higher loan-to-value ratios usually associated with these types of loans. Mobile home lending may also involve higher loan amounts than other types of consumer loans. The most frequent purchasers of mobile homes are retirees and younger, first-time buyers. These borrowers may be deemed to be relatively high credit risks due to various factors, including, among other things, the manner in which they have handled previous credit, the absence or limited extent of their prior credit history or limited financial resources. Mobile home loan customers have historically been more adversely impacted by weak economic conditions, loss of employment and increases in other household costs. Consequently, mobile home loans bear a higher rate of interest, have a higher probability of default and may involve higher delinquency rates and greater servicing costs relative to loans to more creditworthy borrowers. In addition, the values of mobile homes decline over time and higher levels of inventories of repossessed and used mobile homes may affect the values of collateral and result in higher charge-offs and provisions for loan losses.

Repayment of our commercial business loans is often dependent on the cash flows of the borrower, which may be unpredictable, and the collateral securing these loans may fluctuate in value.

We offer different types of commercial loans to a variety of small to medium sized businesses. The types of commercial loans offered are business lines of credit, term equipment financing and term real estate loans. Commercial business lending involves risks that are different from those associated with real estate lending. Real estate lending is generally considered to be collateral based lending with loan amounts based on predetermined loan to collateral values and liquidation of the underlying real estate collateral being viewed as the primary source of repayment in the event of borrower default. Our commercial business loans are primarily made based on the cash flow of the borrower and secondarily on the underlying collateral provided by the borrower. The borrowers' cash flow may be unpredictable, and collateral securing these loans may fluctuate in value. Although commercial business loans are often collateralized by equipment, inventory, accounts receivable, or other business assets, the liquidation of collateral in the event of default is often an insufficient source of repayment because accounts receivable may be uncollectible and inventories may be obsolete or of limited use, among other things. Accordingly, the repayment of commercial business loans depends primarily on the cash flow and credit worthiness of the borrower and secondarily on the underlying collateral provided by the borrower.

As of June 30, 2009, our commercial business loans totaled $196.3 million, or 7.4% of our total loan portfolio.

Our commercial and multi-family real estate loans, involve higher principal amounts than other loans and repayment of these loans may be dependent on factors outside our control or the control of our borrowers.

We originate commercial and multi-family real estate loans for individuals and businesses for various purposes, which are secured by commercial properties. These loans typically involve higher principal amounts than other types of loans, and repayment is dependent upon income generated, or expected to be generated, by the property securing the loan in amounts sufficient to cover operating expenses and debt service, which may be adversely affected by changes in the economy or local market conditions. For example, if the cash flow from the borrower's project is reduced as a result of leases not being obtained or renewed, the borrower's ability to repay the loan may be impaired. Commercial and multifamily mortgage loans also expose a lender to greater credit risk than loans secured by residential real estate because the collateral securing these loans typically cannot be sold as easily as residential real estate. In addition, many of our commercial and multifamily real estate loans are not fully amortizing and contain large balloon payments upon maturity. Such balloon payments may require the borrower to


either sell or refinance the underlying property in order to make the payment, which may increase the risk of default or non-payment.

If we foreclose on a commercial and multi-family real estate loan, our holding period for the collateral typically is longer than for one-to-four family residential mortgage loans because there are fewer potential purchasers of the collateral. Additionally, commercial and multi-family real estate loans generally have relatively large balances to single borrowers or related groups of borrowers. Accordingly, charge-offs on commercial and multi-family real estate loans may be larger on a per loan basis than those incurred with our residential or consumer loan portfolios.

As of June 30, 2009, our commercial and multi-family real estate loans totaled $342.3 million, or 12.8% of our total loan portfolio.

Our allowance for loan losses may prove to be insufficient to absorb losses in our loan portfolio.

Lending money is a substantial part of our business and each loan carries a . . .



Item 9.01 Financial Statements and Exhibits

(d) Exhibits

99.1 Press Release of First Financial Holdings, Inc. dated September 21, 2009.

99.2 Selected slide presentation


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