UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

 

FORM 11-K

 

ANNUAL REPORT PURSUANT TO SECTION 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

 

For the fiscal year ended December 31, 2012

 

Commission file number 0-17122

 

A.   Full title of the Plan and the address of the Plan, if different from that of the issuer named below:

 

First Financial Holdings, Inc. Sharing Thrift Plan

 

B.   Name of issuer of the securities held pursuant to the Plan and the address of its principal executive office:

 

First Financial Holdings, Inc.

2440 Mall Drive

Charleston, SC 29406

 

FIRST FINANCIAL HOLDINGS, INC.

SHARING THRIFT PLAN

 

CONTENTS OF REPORTS, FINANCIAL STATEMENTS,

SUPPLEMENTAL SCHEDULES AND EXHIBITS

DECEMBER 31, 2012 AND 2011

 

CONTENTS

 

  Page(s)
Report of Independent Auditors  
Report of Independent Registered Public Accounting Firm - Elliott Davis, LLC 1
   
Financial Statements for 2012 and 2011:  
Statements of Net Assets Available for Benefits 2
Statements of Changes in Net Assets Available for Benefits 3
Notes to Financial Statements 4-12
   
Supplemental Schedules Supporting 2012 Financial Statements:  
Schedule H, Line 4a – Schedule of Delinquent Participant Contributions 13
Schedule H, Line 4i – Schedule of Assets (Held at End of Year) 14
   
Exhibits:  
Signature 15
 23.1  Consent of Elliott Davis, LLC, Independent Registered Public Accounting Firm

16

 

Report of Independent Registered Public Accounting Firm

 

To the Trustees

First Financial Holdings, Inc. Sharing Thrift Plan

Charleston, South Carolina

 

We have audited the accompanying statements of net assets available for benefits of First Financial Holdings, Inc. Sharing Thrift Plan (the Plan) as of December 31, 2012 and 2011, and the related statements of changes in net assets available for benefits for the years then ended. These financial statements are the responsibility of the Plan's management. Our responsibility is to express an opinion on these financial statements based on our audits.

 

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

 

In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for benefits of the Plan as of December 31, 2012 and 2011 and the changes in net assets available for benefits for the years then ended in conformity with accounting principles generally accepted in the United States of America.

 

Our audits were performed for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental schedules of Schedule H, Line 4a, Schedule of Delinquent Participant Contributions and Schedule H, Line 4i, Schedule of Assets (Held at End of Year) are presented for the purpose of additional analysis and are not a required part of the basic financial statements but are supplementary information required by the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. These supplemental schedules are the responsibility of the Plan's management. The supplemental schedules have been subjected to the auditing procedures applied in the audits of the basic financial statements and, in our opinion, are fairly stated in all material respects in relation to the basic financial statements taken as a whole.

 

/s/ Elliott Davis, LLC

 

Greenville, South Carolina

May 24, 2013

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FIRST FINANCIAL HOLDINGS, INC.

SHARING THRIFT PLAN

 

Statements of Net Assets Available for Benefits

 

    As of December 31,  
    2012     2011  
ASSETS                
Investments, at fair value:                
Mutual funds   $ 39,632,667     $ 37,770,886  
Common collective trust fund     8,604,344       8,917,951  
First Financial Holdings, Inc. unitized stock fund     8,503,480       6,585,724  
Interest-bearing deposits     8,858       132,548  
Total investments     56,749,349       53,407,109  
                 
Receivables:                
Notes receivable from participants     1,840,974       1,905,310  
                 
Total assets held for investment purposes     58,590,323       55,312,419  
                 
Cash     6,241       3,573  
Total assets   $ 58,596,564     $ 55,315,992  
                 
LIABILITIES                
Accounts payable     1,330        
Excess contributions payable           33,908  
Total liabilities     1,330       33,908  
                 
NET ASSETS AVAILABLE FOR BENEFITS, AT FAIR VALUE     58,595,234       55,282,084  
Adjustment from fair value to contract value for fully benefit-responsive investment contracts     (148,984 )     (189,714 )
NET ASSETS AVAILABLE FOR BENEFITS   $ 58,446,250     $ 55,092,370  

 

See accompanying notes to financial statements.

2

FIRST FINANCIAL HOLDINGS, INC.

SHARING THRIFT PLAN

 

Statements of Changes in Net Assets Available for Benefits

 

    Year Ended December 31,  
    2012     2011  
Additions to net assets attributable to:                
Investment income:                
Net appreciation (depreciation) in fair value of investments   $ 6,601,307     $ (3,721,775 )
Interest and dividends     1,478,487       1,574,809  
Other Income     6,393        
Total investment income (loss)     8,086,187       (2,146,966 )
                 
Interest income on notes receivable from participants     75,421       92,713  
                 
Contributions:                
Participants     2,987,494       3,244,240  
Rollovers     265,895       543,895  
Other contributions           2,735  
Total contributions     3,253,389       3,790,870  
Total additions     11,414,997       1,736,617  
                 
Deductions from net assets attributable to:                
Benefits and withdrawals paid to participants     8,038,085       19,544,651  
Administrative and accounting fees     23,032       25,531  
Total deductions     8,061,117       19,570,182  
                 
Net increase (decrease)     3,353,880       (17,833,565 )
                 
Net assets available for benefits:                
Beginning of year     55,092,370       72,925,935  
End of year   $ 58,446,250     $ 55,092,370  

 

See accompanying notes to financial statements.

3

FIRST FINANCIAL HOLDINGS, INC.

SHARING THRIFT PLAN

NOTES TO FINANCIAL STATEMENTS

December 31, 2012 and 2011

 

1. Description of Plan

 

The First Financial Holdings, Inc. Sharing Thrift Plan (“the Plan”) is a defined contribution plan which covers substantially all full time employees of First Financial Holdings, Inc. (“First Financial”) and its subsidiaries. The following description of the Plan provides only general information about the Plan’s provisions. Participants should refer to the Plan document and the summary of plan description for a more complete description of the Plan’s provisions, copies of which may be obtained from the plan sponsor, First Financial. In accordance with Internal Revenue Code (“IRC”) Section 414(b), the companies participating in the Plan are a controlled group of corporations whereby all employees of each company shall be treated as employees of a single employer. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 (“ERISA”). Ineligible employees include those whose employment are governed by collective bargaining agreements and leased employees, with certain exceptions. Employees of acquired entities are credited with their years of service prior to acquisition for all purposes under the Plan.

 

Employees may elect to make tax-deferred contributions beginning with the first payroll period of the calendar quarter following one full month of service. Employees may receive matching contributions if approved by First Financial’s Board of Directors (the “Board”). As of the quarter ended March 31, 2009, First Financial’s matching contribution was temporarily suspended. Effective January 1, 2013, First Financial reinstated its match of employee contributions up to 50% of deferral up to 6% of the employee salary.

 

The Plan is administered by the Trustee Committee, members of which are appointed by the Board. The Trustee Committee contracts with American Pensions (the “Administrator”), which is a division of one of First Financial’s subsidiaries, First Federal Bank (“First Federal”) for record-keeping, administrative, custodial and trust services and contracts with MG Trust Company, LLC (“MG Trust” or “Investment Trustee”) to operate as custodian for the Plan.

 

Contributions

 

Effective January 1, 2011, the Plan amended the definition of compensation as follows: the term Compensation means a participant’s Form W-2 Compensation received during a Compensation Determination Period. A Compensation Determination Period is defined as the Plan Year; and any elective deferrals as defined under Code §402(g) and any amount contributed or deferred by the Employer at the election of the Employee which is not includible in gross income by reason of Code §125, Code §132(f)(4) or Code §457, will be included in Compensation. In addition, any amount received under the following circumstances will not be considered Compensation: amounts set forth in Regulation §1.414(s)-1(c)(3) (i.e., reimbursements or other expense allowances, including fringe benefits (cash and non-cash), moving expenses, deferred compensation and welfare benefits, even if includible in gross income).

 

The Plan permits eligible participants to contribute up to a maximum annual amount of $17,000 ($22,500 if the participant will attain the age of 50 during the plan year) for 2012 and $16,500 for 2011. Participants age 50 and older are permitted to make catch-up contributions of $5,500 for 2012 and 2011.

 

The Plan requires newly eligible employees be automatically enrolled in the Plan with a withholding of 5% of Compensation as defined by the Plan unless a Salary Deferral Election form is filed.

 

The Plan provides for discretionary non-elective profit sharing contributions on an annual basis. Employees will be entitled to such contributions if they are of an eligible class, are employed on the last day of the year and have completed 1,000 hours of service during the Plan year. Employment

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terminated during the year due to normal retirement, death or disability shall not result in loss of the non-elective Company contribution. There were no non-elective contributions for 2012 or 2011.

 

Participant Accounts

 

Each participant’s account is credited with the participant’s contributions and allocations of any First Financial contributions based on participant earnings. Plan earnings and administrative expenses are allocated based on participant account elections and account balances, respectively. The benefit to which a participant is entitled is the benefit that can be provided from the participant’s vested account.

 

Vesting

 

All participant contributions and First Financial matching contributions are immediately vested. Participants vest in non-elective profit sharing contributions at 10% for first and second year, 20% per year for the next four years until fully vested at six years, or upon the earlier of their death, disability or retirement at age 65 or older.

 

Investment Options

 

Participants may direct how their tax deferred contributions, rollover funds, employer matching contributions and employer non-elective profit sharing contributions will be invested within various investment options selected by the Trustee Committee. All participant directed funds, except investments in First Financial Holdings, Inc. Unitized Stock Fund (“First Financial unitized stock fund”), may be redirected daily.

 

Participants must wait 30 calendar days before exchanging back into First Financial common stock. The 30-day clock restarts after every exchange out of the account. This does not apply to the following:

 

  1. Purchases of shares with participant payroll or employer contributions or loan payments.
  2. Purchases of shares with reinvested capital.
  3. Redemption of shares to pay any otherwise permissible withdrawals from the plan.
  4. Redemption of shares at the direction of the plan.
  5. Redemption of shares to pay fees.

 

Forfeitures

 

Forfeitures may be used to pay administrative expenses incurred by the Plan. Any additional balances in the forfeiture account will then be applied to restore previous forfeitures of participant accounts pursuant to the Plan document. The portion of the forfeiture account available after the above items are satisfied is then available to be used to offset any employer contribution.

 

Notes Receivable from Participants

 

Participants may borrow from their Plan assets after one year of participation. A participant must borrow at least $2,500 with the maximum amount being the lesser of (1) $50,000 or (2) one-half of the participant’s vested account balance. Loans are payable in full upon default or termination of employment. Outstanding loans at December 31, 2012 and 2011 carry interest rates ranging from 4.25 % to 10.00%.

 

The Plan allows one loan outstanding per participant at a time. A participant also must wait until at least 30 days after the pay-off of the previous loan to obtain a new loan. The Plan does not restrict loans from any portion of the participant’s funds invested in First Financial’s common stock.

 

Benefits and Withdrawals

 

On termination of service due to death, disability or retirement, a participant will receive the value of the vested interest in his or her account.

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A participant may also receive a hardship withdrawal upon meeting certain immediate financial need requirements as defined by the Plan and receiving approval of the Trustee Committee. Funds derived from matching and profit sharing contributions are not available for hardship withdrawals.

 

The Plan allows the Administrator, at its sole discretion, to distribute a participant’s Vested Aggregate Account balance without the consent of the participant if the account balance is less than $5,000. Such distribution may be made in a lump sum at any time after a participant terminates employment, subject to certain provisions of the Plan.

 

Administrative and Accounting Fees

 

Substantially all administrative and accounting fees are paid by the Plan. Investment related expenses are included in net appreciation of fair value of investments.

 

Plan Termination

 

Although it has not expressed any intent to do so, First Financial has the right under the Plan to discontinue its contributions at any time and to terminate the Plan subject to the provisions of ERISA. In the event of Plan termination, participants will become 100 percent vested in their 401(k) and profit sharing accounts.

 

2. Summary of Accounting Policies and Activities

 

Basis of Accounting

 

The financial statements of the Plan are prepared under the accrual method of accounting, except benefit payments which are recorded when paid.

 

Use of Estimates

 

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, and changes therein, and disclosure of contingent assets and liabilities. Actual results could differ from those estimates.

 

Investment Valuation and Income Recognition

 

The Plan’s investments are stated at fair value. Fair value estimates are intended to represent the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. See Note 4 for discussion of fair value measurements.

 

Investment contracts held by a defined-contribution plan are required to be reported at fair value. However, contract value is the relevant measurement attribute for that portion of the net assets available for benefits of a defined-contribution plan attributable to fully benefit-responsive investment contracts because contract value is the amount participants would receive if they were to initiate permitted transactions under the terms of the Plan. The Statements of Net Assets Available for Benefits present the fair value of the investment contracts as well as the adjustment of the fully benefit-responsive investment contracts from fair value to contract value. The Statement of Changes in Net Assets Available for Benefits is prepared on a contract value basis.

 

Purchases and sales of securities are recorded on a trade-date basis. Interest income is recorded on the accrual basis. Dividends are recorded on the ex-dividend date. Net appreciation (depreciation) includes the Plan’s gains (losses) on investments bought and sold during the year.

6

Payment of Benefits and Withdrawals

 

Benefits and withdrawals are recorded when paid. Amounts allocated to withdrawing participants may be recorded on the Form 5500 for benefit claims that have been processed and approved for payment prior to December 31 but not yet paid as of that date.

 

Notes Receivable from Participants

 

Notes receivable from participants are measured at their unpaid principal balance plus any accrued but unpaid interest. Delinquent participant loans are reclassified as distributions based on the terms of the Plan document. No allowance for credit losses has been recorded as of December 31, 2012 or 2011.

 

Risks and Uncertainties

 

The Plan invests in various investment securities which are exposed to various risks such as interest rate, market volatility and credit risks. Due to the level of risk associated with certain investment securities, it is at least reasonably possible that changes in the values of investment securities will occur in the near term and that such changes could materially affect participants’ account balances and the amounts reported in the Statements of Net Assets Available for Benefits.

 

Recently Issued Accounting Pronouncements

 

In May 2011, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2011-04, Amendments to Achieve Common Fair Value Measurements and Disclosure Requirements in U.S. GAAP and IFRS. ASU 2011-04 amended ASC 820, Fair Value Measurements and Disclosures , to converge the fair value measurement guidance in GAAP and International Financial Reporting Standards. Some of the amendments clarify the application of existing fair value measurement requirements, while other amendments change a particular principle in ASC 820. In addition, ASU 2011-04 requires additional fair value disclosures. The amendments were effective for annual periods beginning after December 15, 2011 and did not have a significant effect on the Plan’s financial statements.

 

3. Investments

 

Plan assets are held in a trust established pursuant to an agreement between First Financial and the Trustee Committee.

 

The Trustee Committee and Investment Trustee direct the investment activities of the trust and have full discretionary authority for the purchase and sale of investments, subject to the participants’ permitted investment elections and certain other specified limitations.

 

The Investment Trustee maintains a First Financial unitized stock fund, for the exclusive use of the Plan, to account for the Plan’s interest in First Financial common stock, plus any undistributed cash to be invested into First Financial common stock. The common stock is presented as an investment within these financial statements, due to the nature of this unitized fund. The Investment Trustee acquires and sells the common stock through a broker-dealer.

7

The following table presents investments that represent 5% or more of the Plan’s net assets at December 31, 2012 and 2011.

 

    As of December 31,  
    2012     2011  
Mutual Funds:                
Oakmark Equity & Income Fund   $ 7,236,540     $ 7,177,306  
T Rowe Price Retirement 2020 Fund     3,536,632       3,100,074  
Janus Perkins Mid Cap Value Fund     4,109,238       4,710,003  
Vanguard 500 Index Fund Signal Shares     3,666,372       3,702,751  
Columbia Dividend Income Fund     3,568,673       301,943 (1)
First Financial unitized stock fund     8,503,480       6,585,724  
Common Collective Trust Fund:                
Federated Capital Preservation Fund     8,604,344       8,917,951  

 

 
(1) Does not represent five percent for respective year.

 

The following table presents net appreciation (depreciation) in the fair value of the Plan’s investments.

 

    For the year ended December 31,  
    2012     2011  
Mutual funds   $ 3,658,818     $ (1,612,507 )
First Financial unitized stock fund     2,942,489       (2,109,268 )
Net appreciation (depreciation) of investments   $ 6,601,307     $ (3,721,775 )

 

Net appreciation (depreciation) amounts represent the total of net realized gains or losses, from investment transactions and the net unrealized appreciation (depreciation) in the fair value of investments. The method used in calculating realized gains and losses is based on average net cost. Interest and dividends are excluded from the above amounts.

 

4. Fair Value of Financial Instruments

 

ASC 820, Fair Value Measurements and Disclosures , establishes a framework for measuring fair value. That framework provides a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1 measurements) and the lowest priority to unobservable inputs (level 3 measurements). The three levels of the fair value hierarchy under ASC 820 are described below:

 

  · Level 1 – Valuation is based on quoted prices for identical instruments in active markets.
     
  · Level 2 – Valuation is based on quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active, and model-based valuation techniques for which all significant assumptions are observable in the market. If the asset or liability has a specified (contractual) term, the lower input must be observable for substantially the full term of the asset or liability.
     
  · Level 3 – Valuation is generated from model-based techniques that use at least one significant assumption not observable in the market. These unobservable assumptions reflect estimates that
8
  market participants would use in pricing the asset or liability.  Valuation techniques include the use of discounted cash flow models and similar techniques.

 

The following is a description of the valuation methodologies used for assets measured at fair value. There have been no changes in the valuation methodologies used for assets measured at fair value at December 31, 2012 or 2011.

 

Mutual funds

 

Valued at the daily closing price as reported by the fund. Mutual funds held by the Plan are open-end mutual funds that are registered with the Securities and Exchange Commission. These funds are required to publish their daily net asset value (“NAV”) and to transact at that price. The mutual funds held by the Plan are deemed to be actively traded.

 

First Financial Unitized Stock Fund

 

Valued at the closing price of First Financial’s common stock reported on the active market on which the individual securities are traded plus the carrying value of the cash component of the fund, which approximates fair value.

 

Interest-bearing deposits

 

Valued at carrying value, which approximates fair value.

 

Common collective trust fund

 

The fair value of the Plan’s interest in common collective trusts (“CCT” or “pooled funds”) is based on the NAV after adjustments to reflect all fund investments at fair value. The CCT holds guaranteed investment contracts (“GIC”), separate account GICs, and synthetic GICs. Traditional GICs represent deposits which guarantee a stated interest rate for the term of the contracts. The fair value of the traditional GICs is determined based on the present value of the contract’s expected cash flows, discounted by current market interest rates for like-duration and like-quality investments. Separate account GICs are portfolios of securities held in a separate account owned and managed by or on behalf of the insurance company issuing the GIC for the exclusive benefit of investors in the separate account. Synthetic GICs are portfolios of securities owned by the CCT. The fair value of a separate account GIC and a synthetic GIC is determined based on the fair value of the securities underlying each GIC.

 

C ash

 

The carrying amount of cash is deemed to be a reasonable estimate of fair value.

9

The following table sets forth by level the Plan’s assets at fair value as of December 31, 2012 and 2011.

 

    As of December 31, 2012  
    Level 1     Level 2     Level 3     Total  
                         
Mutual funds:                                
Growth funds   $ 7,299,951     $     $     $ 7,299,951  
Value funds     16,611,787                   16,611,787  
Income funds     430,767                   430,767  
Target retirement date funds     8,522,594                   8,522,594  
Index funds     6,767,568                   6,767,568  
Total mutual funds     39,632,667                   39,632,667  
First Financial unitized stock fund     8,503,480                   8,503,480  
Interest-bearing deposits     8,858                   8,858  
Common collective trust fund           8,604,344             8,604,344  
Cash     6,241                   6,241  
Total assets at fair value   $ 48,151,246     $ 8,604,344     $     $ 56,755,590  

 

    As of December 31, 2011  
    Level 1     Level 2     Level 3     Total  
                         
Mutual funds:                                
Growth funds   $ 5,272,169     $     $     $ 5,272,169  
Value funds     11,498,633                   11,498,633  
Income funds     7,547,404                   7,547,404  
Target retirement date funds     6,797,493                   6,797,493  
Index funds     6,655,187                   6,655,187  
Total mutual funds     37,770,886                   37,770,886  
First Financial unitized stock fund     6,585,724                   6,585,724  
Interest-bearing deposits     132,548                   132,548  
Common collective trust fund           8,917,951             8,917,951  
Cash     3,573                   3,573  
Total assets at fair value   $ 44,492,731     $ 8,917,951     $     $ 53,410,682  

 

5. Common Collective Trust Fund

 

During 2011, the Plan added an option allowing participants to invest in the Federated Capital Preservation Fund, which is a CCT fund that simulates the performance of a guaranteed investment contract through an issuer’s guarantee of a specific interest rate and a portfolio of financial instruments that are owned by the issuer. This provides a stable value fund option for Plan participants. The Group Annuity Contract (“GAC”) includes underlying assets which are held in a trust owned by Federated Investors Trust Company (“Federated Investors”), through the Plan’s investment in a separate GAC. The contract provides that participants execute Plan transactions at contract value. Contract value represents contributions made to the fund, plus earnings, less participant withdrawals. The investment is stated at fair value as reported by Federated Investors and adjusted to contract value on the Statement of Assets Available for Benefits. The GACs fair value equals the fluctuating value of the assets backing the contract.

 

The crediting interest rate was 2.28% and the average yield was 1.16% for the year ended December 31, 2012 in comparison to a crediting interest rate of 2.33% and the average yield of 2.09% for the year ended December 31, 2011. Participants may ordinarily direct the withdrawal or transfer of all or a portion of their investment at contract value. There are no reserves against contract value for credit risk or the contract issuer or otherwise. Federated Investors will guarantee principal and accrued interest, based on crediting interest rates, for participant initiated withdrawals as long as the contract remains active. Interest is credited to the contract at interest rates that reflect the performance of the

10

underlying portfolio. Federated Investors will reset the rate quarterly, by amortizing the difference between the market value of the portfolio and the guaranteed value over the weighted average duration of the fund’s investments.

 

Participants withdrawing from their accounts for allowable events will receive the principal and accrued earnings. These events include transfers to other Plan investment options, and payments because of retirement, termination of employment, disability, death and in-service withdrawals as permitted by the Plan. Share redemption may be immediate, with no notice period. Certain events, such as plan termination or a Plan merger initiated by the Plan sponsor, may limit the ability of the Plan to transact at contract value. The Plan sponsor does not believe any events are probable that may limit the ability of the Plan to transact at contract value.

 

The following table reconciles fair value of the investments to contract value as identified in the custodian statements.

 

    As of December 31,  
    2012     2011  
Common collective trust fund at fair value   $ 8,604,344     $ 8,917,951  
Adjustment to contract value     (148,984 )     (189,714 )
Common collective trust fund at contract value   $ 8,455,360     $ 8,728,237  

 

6. Concentration of Credit Risk

 

Investments in the First Financial unitized stock fund represented 14.6% and 12.0% of Plan assets at December 31, 2012 and 2011, respectively. The number of common shares held of First Financial’s stock was 633,833 and 727,078 at December 31, 2012 and 2011, respectively.

 

7. Administrative Fees and Forfeitures

 

All expenses associated with maintaining the Plan are paid by the Plan. Administrative and accounting fees represent professional services rendered to the Plan by the third party administrator, auditors and legal counsel. For the years ended December 31, 2012 and 2011, forfeitures in the amount of $15,548 and $25,208, respectively, were used to pay plan expenses. Forfeitures available for use at December 31, 2012 and 2011 totaled $8,858 and $8,723, respectively.

 

8. Related Party Transactions

 

The Trustee Committee selects the investment options available to the participants. MG Trust initiates transactions to purchase and sell First Financial’s common stock. Common stock transactions are at market value using registered investment brokers. Expenses incurred in connection with the administration of the Plan are paid by the Plan. The Plan’s third party administrator, American Pensions, is a division of First Federal.

 

The Plan paid fees of $4,415 and $18,308 to American Pensions for the cost of recordkeeping services during 2012 and 2011, respectively.

 

At December 31, 2012 and 2011, the Plan held the following party-in-interest investments.

 

    As of December 31,  
    2012     2011  
First Financial unitized stock fund   $ 8,503,480     $ 6,585,724  
Notes receivable from participants     1,840,974       1,905,310  
Interest-bearing deposits     8,858       132,548  
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Cash dividends of $135,519 and $158,716 were paid to the Plan by First Financial during 2012 and 2011, respectively, based on shares of First Financial’s common stock held by the Plan on the dates of declaration.

 

9. Tax Status

 

The Internal Revenue Service has determined and informed First Financial by a letter dated December 7, 2011, that the Plan and related trust are designed in accordance with applicable sections of the IRC. However, the Plan has been amended since receiving the determination letter, the Trustee Committee, advisors and tax counsel believe that the Plan is designed and is currently being operated in compliance with the applicable requirements of the IRC and therefore believe that the Plan is qualified and the related trust is tax-exempt.

 

GAAP requires plan management to evaluate tax positions taken by the Plan and recognize a tax liability (or asset) if the organization has taken an uncertain position that more likely than not would not be sustained upon examination by the United States federal, state or local tax authorities. The Plan is subject to routine audits by taxing jurisdictions; however, there are currently no audits for any tax periods in progress. The Plan administrator believes it is no longer subject to income tax examinations for years prior to 2009.

 

10. Plan Errors

 

During 2011, the Plan sponsor inadvertently failed to make deposits of $137,136 for participant deferrals within the timeframe as required by the DOL. The DOL considers late deposits, without regard to materiality, to be prohibited transactions. The general rule for deposits of 401(k) withholdings requires that the employer remit withheld employee 401(k) deferrals to the Plan as of the earliest date on which such amounts can reasonably be segregated from the employer’s general assets, but in no event later than 15 business days after the end of the month in which the contributions were withheld. The plan sponsor generally makes deposits from 2 to 10 days after the date in which the contribution is withheld. The Plan sponsor filed a Form 5330 in 2012 and paid the applicable excise tax related to the late deposits. The excise tax payments were made from the Plan sponsor’s assets and not from the assets of the Plan. In addition, participant accounts were credited with the amount of investment income which would have been earned had participant contributions been remitted on a timely basis.

 

11. Excess Contributions

 

Participant contributions for the year ended December 31, 2011 are shown net of excess contributions of $33,908.  These refunds are required to satisfy the relevant non-discrimination provisions of the Plan.

 

12. Subsequent Events

 

The Plan has evaluated subsequent events through May 24, 2013, the date the financial statements were available to be issued. On February 19, 2013, First Financial entered into a merger agreement with SCBT Financial Corporation (“SCBT”). Subject to the terms and conditions set forth in the agreement, First Financial plans to merge with and into SCBT with SCBT continuing as the surviving corporation after the merger and First Federal will merge with and into SCBT’s bank subsidiary. The merger is expected to close in the third quarter of 2013, subject to customary closing conditions. To date, there has been no effect to the Plan as a result of the merger.

12

First Financial Holdings, Inc. Sharing Thrift Plan
Plan Sponsor EIN: 57-0866076, Plan No. 002
Schedule H, Line 4a - Schedule of
Delinquent Participant Contributions
For the year ended December 31, 2011

 

Participant            
contributions            
transferred            
late to Plan   Total that constitute nonexempt        
Check here if   prohibited transactions     Total fully  
late participant   Contributions     Contributions     Contributions     corrected  
loan repayments   not     corrected     pending     under VFCP  
are included R   corrected     outside VFCP     correction in VFCP     and PTE 2002-51  
Year ended December 31, 2011:                  
$ 137,136   $     $ 137,136     $     $  
                                   
$ 137,136   $     $ 137,136     $     $  
13

First Financial Holdings, Inc. Sharing Thrift Plan
Plan Sponsor EIN: 57-0866076, Plan No. 002
Schedule H, Line 4i
Schedule of Assets (Held at End of Year)
December 31, 2012

 

(a)   (b)   (c)         (d)   (e)  
                         
        Description of investment                
Identity       including maturity date,                
of party   Identity of issuer, borrower,   rate of interest collateral,             Current  
involved   lessor, or similar party   par or maturity date         Cost   Value  
                             
    Interest-bearing deposits                        
    Vanguard Prime money market fund     Interest-bearing cash    (2)   $ 8,858  
                             
    Mutual Funds:                  
    Columbia Acorn Fund - Z     77,582     Units   (2)     2,362,365  
    Columbia Dividend Income Z     241,944     Units   (2)     3,568,673  
    Fidelity Contrafund     33,807     Units   (2)     2,622,380  
    Janus Perkins Mid Cap Value Fund     192,560     Units   (2)     4,109,238  
    Lord Abbett Small Cap value Fund     52,761     Units   (2)     1,697,335  
    Met West Total Return Bond Fund     39,520     Units   (2)     430,767  
    Oakmark Equity & Income Fund     253,914     Units   (2)     7,236,540  
    T. Rowe Price Retirement 2010 Fund     54,328     Units   (2)     894,779  
    T. Rowe Price Retirement 2020 Fund     197,798     Units   (2)     3,536,632  
    T. Rowe Price Retirement 2030 Fund     141,401     Units   (2)     2,675,308  
    T. Rowe Price Retirement 2040 Fund     46,124     Units   (2)     880,505  
    T. Rowe Price Retirement 2050 Fund     14,423     Units   (2)     153,751  
    T. Rowe Price Retirement Income Fund     27,356     Units   (2)     381,619  
    Thornburg International Value Fund     82,568     Units   (2)     2,315,207  
    Vanguard 500 Index Fund Signal Shares     33,765     Units   (2)     3,666,372  
    Vanguard Developing Markets Index Fund     472     Units   (2)     4,600  
    Vanguard Intermediate Bond Mkt Index FD Signal Fund     233,447     Units   (2)     2,792,028  
    Vanguard Mid-Cap Index-Inv     3,999     Units   (2)     128,687  
    Vanguard Small-Cap Index-Inv     5,037     Units   (2)     175,881  
    Total mutual funds     1,732,806             $ 39,632,667  
                             
    First Financial unitized stock fund:                        
(1)   First Financial common stock     633,833     Shares   (2)     8,227,542  
    Cash                     275,938  
    Total First Financial unitized stock fund                     8,503,480  
                             
    Common collective trust fund:                        
    Federated Capital Preservation Fund     845,536     Units   (2)     8,604,344 (3)
                             
    Participant Loans:                        
(1)   Notes receivable from participants (4)     4.25% - 10.00%         1,840,974  
                             
        Total assets held for investment purposes       $ 58,590,323  
                             
    Cash     Non interest-bearing deposits         6,241  
                             
          Total assets       $ 58,596,564  

 

 
(1) Parties-in-interest to the Plan.
(2) Cost information omitted due to participant-directed funds.
(3) Represents fair value of the Federated Capital Preservation Fund; contract value is $8,455,360
(4) FASB issued ASU 2010-25 does not consider notes receivable from participants to be investments whereas the Form 5500 requires that notes receivable from participants be listed as investments.
14

SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the Trustees (or other persons who administer the employee benefit plan) have duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized.

 

    First Financial Holdings, Inc.
    Sharing Thrift Plan
     
Date: May 24, 2013 By: /s/ Blaise B. Bettendorf
    Blaise B. Bettendorf
    Member of the First Financial Holdings, Inc.
   

Sharing Thrift Plan Trustee Committee

15
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