CAROLINA FIRST BANCSHARES INC
10-Q, 1996-05-15
STATE COMMERCIAL BANKS
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<PAGE>   1
                UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                   FORM 10-Q

(Mark One)

____ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
     SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 1996
                               --------------

____ 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 0-17939
                                                -------

                        CAROLINA FIRST BANCSHARES, INC.
                        -------------------------------
             (Exact name of registrant as specified in its charter)


            NORTH CAROLINA                              56-165582
            --------------                              ---------        
    (State or other jurisdiction of                  (I.R.S. Employer
     incorporation or organization)                Identification No.)

         402 East Main Street
      Lincolnton, North Carolina                           28092
      --------------------------                           -----      
(Address of principal executive office)                 (Zip Code)


                                  704-732-2222
                                  ------------
              (Registrant's telephone number, including area code)

                                      N/A
                                      ---
             (Former name, former address, and former fiscal year,
                         if changed since last report)

     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
                               ---------              ---------

               1,637,809 SHARES OF COMMON STOCK, PAR VALUE $2.50
               PER SHARE, OUTSTANDING AS OF MAY 3, 1996


<PAGE>   2


          CAROLINA FIRST BANCSHARES, INC. AND SUBSIDIARY COMPANIES


<TABLE>
<CAPTION>
INDEX                                                        PAGE   
- -----                                                        -----  
<S>      <C>                                                <C>    
PART I.  FINANCIAL INFORMATION                                        
                                                                      
Item 1.  Financial Statements                                         
                                                                      
         Consolidated Balance Sheets - March 31, 1996                 
         and December 31, 1995                                   3   
                                                                      
         Consolidated Statements of Operations -                      
         Three Months Ended March 31, 1996                            
         and 1995                                                4   
                                                                      
         Consolidated Statements of Changes in                        
         Shareholders' Equity - Three Months Ended                    
         March 31, 1996 and 1995                                 5    
                                                                      
         Consolidated Statements of Cash Flows -                      
         Three Months Ended March 31, 1996 and 1995              6    
                                                                      
         Notes to Consolidated Financial Statements              7    

Item 2.  Management's Discussion and Analysis
         of Financial Condition and Results of Operations   8 - 13

PART II. OTHER INFORMATION                                      14

Signatures                                                      15


</TABLE>



<PAGE>   3

CAROLINA FIRST BANCSHARES, INC. AND SUBSIDIARY COMPANIES

CONSOLIDATED BALANCE SHEETS (UNAUDITED)





<TABLE>
<CAPTION>
                                                                        MARCH 31,       DECEMBER 31,
                                                                          1996             1995
                                                                       ------------     ------------
<S>                                                                    <C>              <C>
Assets:
Cash and due from banks                                                $ 13,638,434     $ 14,361,366
Federal funds sold                                                        2,975,000        1,030,000
                                                                       ------------     ------------
  Total cash and cash equivalents                                        16,613,434       15,391,366
Interest bearing deposits in other banks                                    379,459          350,128
Securities held to maturity (market value $55,087,956
  in 1996 and $57,660,405 in 1995)                                       55,496,967       56,561,646
Securities available for sale (cost of $31,916,223 in
   1996 and $27,335,383 in 1995)                                         32,304,107       27,462,764
Loans, net of unearned income ($358,155 in 1996 and
   $327,450 in 1995)                                                    268,195,241      257,177,863
  Allowance for loan losses                                              (3,793,105)      (3,588,489)
                                                                       ------------     ------------
  Loans, net                                                            264,402,136      253,589,374


Premises and equipment, net                                               8,659,969        8,572,044
Other real estate owned                                                     624,914          683,409
Other assets                                                              7,546,217        7,222,708
                                                                       ------------     ------------
Total Assets                                                           $386,027,203     $369,833,439
                                                                       ============     ============


Liabilities and Shareholders' Equity
Deposits:
   Demand                                                              $ 33,766,272     $ 30,295,524
   Interest bearing demand accounts                                      85,802,608       81,171,081
   Savings                                                               40,630,061       41,751,256
   Time, $100,000 and over                                               31,475,551       30,658,383
   Other time                                                           156,709,964      151,726,502
                                                                       ------------     ------------
   Total deposits                                                       348,384,456      335,602,746
Repurchase agreements                                                     2,224,363               --
Other liabilities                                                         3,515,226        3,107,714
                                                                       ------------     ------------
Total Liabilities                                                       354,124,045      338,710,460


Shareholders' Equity:
  Common stock, $2.50 par value;
    value; authorized --- 5,000,000 shares
    issued and outstanding - 1,635,221 shares in
    1996, and 1,632,458 in 1995                                           4,088,053        4,081,145
  Additional paid-in capital                                             17,391,353       17,377,333
  Retained earnings                                                      10,508,660        9,585,436
  Net unrealized loss on available for sale securities                      (84,908)          79,065
                                                                       ------------     ------------
  Total Shareholders' Equity                                             31,903,158       31,122,979
Commitments and Contingent Liabilities
Total Liabilities and Shareholders' Equity                             $386,027,203     $369,833,439
                                                                       ============     ============


Book Value Per Share                                                   $      19.51     $      19.06
                                                                       ============     ============

</TABLE>





                                       3
<PAGE>   4
CAROLINA FIRST BANCSHARES, INC. AND SUBSIDIARY COMPANIES

CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)




<TABLE>
<CAPTION>
                                                       Quarter Ended
                                                         March 31,
                                                 -----------------------
                                                    1996         1995
                                                 ----------   ----------
<S>                                              <C>          <C>
Interest Income:                        
Interest and fees on loans                       $6,256,161   $5,372,611
Interest and dividends on securities:   
    Taxable income                                1,139,556      877,898
    Non-taxable income                              148,265      181,521
Other interest income                                47,542       35,070
                                                 ----------   ----------
   Total interest income                          7,591,524    6,467,100
                                        
Interest Expense:                       
Interest on deposits                              3,402,480    2,778,598
Interest on other borrowed funds                     29,366       34,938
                                                 ----------   ----------
   Total interest expense                         3,431,846    2,813,536
                                                 ----------   ----------
                                        
Net Interest Income                               4,159,678    3,653,564
Provision for Loan Losses                           231,000      140,000
                                                 ----------   ----------
                                        
Net Credit Income                                 3,928,678    3,513,564
                                        
Other Income:                           
Charges on deposit accounts                         479,319      394,723
Insurance commissions                               114,679      238,748
Other service fees and commissions                  191,488      137,272
Mortgage banking income                             119,921       79,493
Securities gains, net                                 9,511           --  
Other income                                         74,915      126,346
                                                 ----------   ----------
   Total other income                               989,833      976,582
                                        
Operating Expenses:                     
Salaries and benefits                             1,777,191    1,653,275
Occupancy and equipment                             390,361      330,555
Federal and other insurance premiums                 71,652      180,724
Office supplies                                     102,781       88,818
Data processing                                      91,042       96,639
Other expenses                                      746,799      739,299
                                                 ----------   ----------
   Total operating expenses                       3,179,826    3,089,310
                                                 ----------   ----------
                                        
Income Before Income Taxes                        1,738,685    1,400,836
Income Taxes                                        619,236      444,681
                                                 ----------   ----------
Net income                                       $1,119,449   $  956,155
                                                 ----------   ----------
                                        
Net Income Per Common Share                      $     0.67   $     0.64
                                                 ==========   ==========
                                        
Cash Dividend Per Common Share                   $     0.12   $     0.11
                                                 ==========   ==========
                                        
</TABLE>                                
                                        4


<PAGE>   5

CAROLINA FIRST BANCSHARES, INC. AND SUBSIDIARY COMPANIES

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY
FOR THE YEARS ENDED MARCH 31, 1996 AND 1995 (UNAUDITED)


<TABLE>
<CAPTION>
                                           COMMON STOCK        ADDITIONAL
                                       ---------------------    PAID-IN      RETAINED    VALUATION  SHAREHOLDERS'
                                         SHARES     AMOUNT      CAPITAL      EARNINGS     RESERVE      EQUITY
                                       ---------  ----------  -----------  -----------    --------   -----------

<S>                                    <C>        <C>         <C>          <C>          <C>         <C>
BALANCE, DECEMBER 31, 1994             1,402,028  $3,505,070  $12,661,483  $ 8,231,596   ($509,311)  $23,888,838

EXERCISE OF STOCK OPTIONS                    668       1,670        6,820                                  8,490

CASH DIVIDEND ($.11 PER SHARE)                                                (154,272)                 (154,272)

RETIREMENT OF STOCK                         (369)       (925)      (6,548)                                (7,473)

INCREASE IN NET UNREALIZED GAIN
  ON SECURITIES AVAILABLE FOR SALE                                                         223,853       223,853

NET INCOME                                                                     956,155                   956,155
                                       ---------  ----------  -----------  -----------    --------   -----------

BALANCE, MARCH 31, 1995                1,402,327   3,505,815   12,661,755    9,033,479    (285,458)   24,915,591



BALANCE, DECEMBER 31, 1995             1,632,458   4,081,145   17,377,333    9,585,436      79,065    31,122,979

EXERCISE OF STOCK OPTIONS                  3,063       7,658       21,670                                 29,328

CASH DIVIDEND ($.12 PER SHARE)                                                (196,225)                 (196,225)

RETIREMENT OF STOCK                         (300)       (750)      (7,650)                                (8,400)

INCREASE IN NET UNREALIZED GAIN
  ON SECURITIES AVAILABLE FOR SALE                                                        (163,973)     (163,973)

NET INCOME                                                                   1,119,449                 1,119,449
                                       ---------  ----------  -----------  -----------    --------   -----------

BALANCE, MARCH 31, 1996                1,635,221  $4,088,053  $17,391,353  $10,508,660    ($84,908)  $31,903,158
                                       =========  ==========  ===========  ===========    ========   ===========
</TABLE>




                                       5
<PAGE>   6
                                                              
CAROLINA FIRST BANCSHARES, INC. AND SUBSIDIARY COMPANIES

CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
FOR THE THREE MONTHS ENDED MARCH 31, 1996 AND 1995 (UNAUDITED)

<TABLE>
<CAPTION>
                                                                                      March 31,       March 31,         
                                                                                        1996             1995           
                                                                                    ------------      -----------       
<S>                                                                                 <C>               <C>               
OPERATING ACTIVITIES:                                                                                                   
Net Income                                                                          $  1,119,449      $   956,155       
Adjustments to reconcile net income to net cash provided by                                                             
  operating activities:                                                                                                 
    Depreciation and amortization                                                        177,887          200,573       
    Accretion and amortization of securities discounts                                                                  
      and premiums, net                                                                   85,030           81,034       
    Provision for loan losses                                                            231,000          140,000       
    Deferred taxes (benefit)                                                            (345,186)        (395,463)      
    Gains on sales of securities available for sale                                         (900)              --      
    Gains on calls and maturities of securities held to maturity                          (8,759)              --      
    Losses on calls and maturities of securities held to maturity                            148               --      
    (Gains) losses on sales of equipment, net                                             (4,236)             (11)      
    (Gains) losses on sales of real estate, net                                               71                --      
    Federal Home Loan Bank stock dividend                                                (19,506)         (19,344)      
    Increase (decrease) in repurchase agreements                                       2,224,363               --      
    Decrease (increase) in other assets                                                  167,745          634,928       
    Increase (decrease) in other liabilities                                             412,070          227,197       
                                                                                    ------------      -----------       
       Net cash provided by operating activities                                       4,039,176        1,825,069       
                                                                                    ------------      -----------       
                                                                                                                        
INVESTING ACTIVITIES:                                                                                                   
Proceeds from maturities of securities available for sale                              1,527,862           38,913       
Proceeds from sales of securities available for sale                                   1,000,000               --      
Purchases of securities available for sale                                            (7,650,913)         (59,337)      
Proceeds from calls and maturities of securities held to maturity                      5,101,997        1,809,027       
Purchases of securities held to maturity                                              (4,070,625)              --      
Purchases and maturities of certificates of deposit, net                                 (29,331)         (20,338)      
Originations of loans, net                                                           (11,043,762)      (3,701,493)      
Proceeds from sale of real estate                                                         28,385               --      
(Increase) decrease in investment in joint ventures                                           --         (142,080)      
Proceeds from sales of premises and equipment                                              4,493               10       
Capital expenditures                                                                    (287,069)        (211,981)      
                                                                                    ------------      -----------       
     Net cash used in investing activities                                           (15,418,963)      (2,287,279)      
                                                                                    ------------      -----------       
                                                                                                                        
FINANCING ACTIVITIES:                                                                                                   
Increase (decrease) in time deposits, net                                              5,800,630        8,611,118       
Net increase in other deposits, net                                                    6,981,080         (123,334)      
Repayment of notes payable                                                                (4,558)          (4,438)      
Repurchase of stock                                                                       (8,400)          (7,473)      
Payment of cash dividends and fractional shares                                         (196,225)        (154,272)      
Issuance of stock                                                                         29,328            8,490       
                                                                                    ------------      -----------       
     Net cash provided by financing activities                                        12,601,855        8,330,091       
                                                                                    ------------      -----------       
                                                                                                                        
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS                                   1,222,068        7,867,881       
                                                                                                                        
CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR                                          15,391,366       11,475,932       
                                                                                    ------------      -----------       
                                                                                                                        
CASH AND CASH EQUIVALENTS, END OF YEAR                                              $ 16,613,434      $19,343,813       
                                                                                    ============      ===========       
Supplemental disclosures of cash flow information:                                                                      
     Interest paid                                                                  $  3,389,703      $ 2,697,847       
     Income taxes paid                                                                   829,157          445,000       
                                                                                                                        
Supplemental disclosure on noncash investing and financing activities:                                                  
     Decrease in net unrealized loss                                                    (163,973)         223,853       
     Assets transferred to other real estate                                             137,339           67,000       
     Transferred from investment securities to securities available for sale                  --               --

Disclosure of accounting policy:
For purposes of reporting cash flows, cash and cash equivalents include
cash on hand, due from banks and federal funds sold.

</TABLE>

See accompanying notes to consolidated financial statements.

                                      6

<PAGE>   7


              CAROLINA FIRST BANCSHARES, INC. AND SUBSIDIARIES

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

1.  In the opinion of Management, the accompanying consolidated financial
statements contain all adjustments (consisting of only normal recurring
accruals) necessary to present fairly the financial position of Carolina First
BancShares, Inc. and Subsidiary Companies as of March 31, 1996 and December 31,
1995 the results of operations for the three-month periods ended March 31, 1996
and 1995, and cash flows for the three-month periods ended March 31, 1996 and
1995.

The accounting policies followed by the Company are set forth in Note 1 to the
Company's audited financial statements for the year ended December 31, 1995.

2.  The consolidated financial statements include the accounts of the holding
company, and its wholly owned subsidiaries, Cabarrus Bank of North Carolina,
("Cabarrus Bank"), and Lincoln Bank of North Carolina, ("Lincoln Bank").
Jointly, Lincoln Bank and Cabarrus Bank own a mortgage company, Carolina First
Mortgage Corporation and a financial services company, Carolina First Financial
Services Corporation.  All significant intercompany items and transactions have
been eliminated in consolidation.

3.  The results of operations for the three-month periods ended March 31, 1996
and 1995, are not necessarily indicative of the results that might be expected
for the full year ending December 31, 1996 and 1995.

4.  The Company's Board of Directors declared a 5% stock dividend payable
December 22, 1995.  The market value of the common stock at December 22, 1995
was $27.00.  Earnings per share for the periods presented have been computed
after giving retroactive effect to the stock dividend.


                                       7



<PAGE>   8


                                     Item 2

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATION

The following discussion and analysis sets forth the major factors which
affected the Company's results of operations and financial condition reflected
in the unaudited financial statements for the three-month periods ended March
31, 1996 and 1995.

General

Net income for the quarter ended March 31, 1996, was $1,119,449, or $.67 per
share, compared to income of $956,155, or $.64 per share, for the same period
in 1995.

During June, 1995, the Company sold 150,000 shares of newly issued common stock
on a best efforts basis.  The stock was sold for $22.50 per share or, $21.43
adjusted for a 5% stock dividend paid on December 22, 1995, and generated in
excess of $3.1 million of capital.


Net Interest Income/Margins

Net interest income of $4,159,678 during the first three-months of 1996
resulted from a net interest margin of 4.86% on average earning assets of
$375.9 million.  This compares with a net interest margin of 4.97% on average
earning assets of $321.9 million generating net interest income of $3,653,564
for the same period in 1995.  Interest rates decreased slightly during the
first quarter of 1996, but have remained stable since. Interest rates
stabilized during the second quarter and decreased just after the end of the
second quarter.  Each decrease in the prime lending rate initially decreases
the Company's net interest income since a large number of loans are tied to the
prime lending rate and are directly and immediately effected.  However, with
the passage of time, interest sensitive liabilities will decrease and the
Company's interest margins should stabilize.  The increase in loan demand
experienced by the company positively affects the net interest margin, as noted
by the large volume related increase, and is an indicator of the continued
expanding local economy.  The increase in net interest income consists of an
increase of $13,000 relative to rate and an increase of $492,000 relative to
volume.

Management reviews asset/liability volumes and rates on a weekly basis.  As
Carolina First's loans have continued to grow, the funds have been obtained
primarily through customer deposits.  Deposit and loan rates are adjusted as
market conditions and Company needs allow.

Analysis of average balances and interest rates for the three months ended
March 31, 1996 and 1995, is presented on pages 12 and 13 of this report.  Such
analysis is presented on a fully-taxable equivalent basis at the federal
statutory rate of 34%.



                                       8



<PAGE>   9


Loan Loss Allowance/Provision

The allowance for loan losses represents management's determination as to an
adequate amount in relation to the risk of future losses inherent in the loan
portfolio.  In evaluating the allowance and its adequacy, management considers
the bank's loan loss experience, the amount of past due and non-performing
loans, current and anticipated economic conditions and other appropriate
information.  While it is the Company's policy to charge-off in the current
period the loans in which a loss is considered probable, there are additional
risks for future losses which cannot be quantified precisely or attributed to
particular loans or classes of loans.  Because these risks are continually
changing in response to facts beyond the control of the Company, such as the
state of the economy, management's judgment as to the adequacy of the provision
is approximate and imprecise.  It is also subject to regulatory examinations
and determinations as to adequacy, which may take into account such factors as
methodology used to calculate the allowance for loan losses and the size of the
loan loss allowance in comparison to a group of peer banks identified by the
regulatory agencies.

In assessing the adequacy of the allowance, management relies predominantly on
its ongoing review of the loan portfolio, which is undertaken to both ascertain
whether there are probable losses which must be charged-off and to assess the
risk characteristics of the portfolio in the aggregate.  This review considers
the judgments of management, and also those of bank regulatory agencies that
review the loan portfolio as part of their regular bank examination process.

There are no loans classified for regulatory purposes as loss, doubtful,
substandard, or special mention that the Company reasonably expects will
materially impact future operating results, liquidity, or capital resources.
The Company has no concentrations or credit risks by type of credit or industry
group within its loan or investment portfolio.

On a monthly basis, Carolina First reviews the adequacy of its allowance for
loan losses.  The loan review staff prepares a listing of loans believed to be
deserving of a closer review by management.  These loans are rated as to the
presumed collectibility, and a statistical loss factor is assigned to each
category of loans that directly relates to the associated risk.  In addition to
these specific allowances, an additional component of the allowance is computed
by applying a factor based on historical loss experience to all loans by type
that are not listed on the above referenced schedule.  Finally, an additional
factor is assigned to the entire portfolio to cover unexpected losses from any
borrower that may not be identified.  This final component reflects the
economic conditions of the market areas served.  These factors are multiplied
by the balances in each category and totaled to determine the required
allowance for loan losses.  The actual allowance for loan losses (after
charge-offs) is compared with the required level to determine if an additional
provision should be made in the current period.  The allowance for loan losses
was $3,793,105 or 1.41% of outstanding loans, at March 31, 1996 and $3,558,489
or 1.39% of outstanding loans, at December 31, 1995.


                                       9



<PAGE>   10


The provision for loan losses charged to operations during the first three
months was $231,000 in 1996 and $140,000 in 1995.  Charge-offs, net of
recoveries, were $26,384 or .01% of average loans outstanding, during the three
months ended March 31, 1996, as compared to $107,000 or .05% of average loans
outstanding, during the same period in 1995.  The ratio of non-accrual loans to
total loans was .26% at March 31, 1996, .31% at December 31, 1995, and .23% at
March 31, 1995.  Management believes that reserves and asset values are
adequate to facilitate the timely disposition of these assets.

Net Non-Interest Income

Non-interest income increased 1.36% for the first three months of 1996 as
compared to the same period a year earlier.  This increase is primarily the
result of the growth of the Company's credit card department, ATM income and
fee income from FGB for operational support provided by Lincoln Bank.  The
Company expects this income to increase as these departments continue to grow.
During October, 1995, Lincoln Bank sold North State Insurance Agency.
Consequently, Insurance commission income and related expenses decreased.

Non-interest expense increased $90,517 or 2.93%, for the three-month period
ended March 31, 1996, as compared to the same period a year earlier.  The
increase is a result of the general growth in business volume and the related
increase in salaries and employee benefits (resulting from a larger number of
employees from two new branch locations) and the reduction in the FDIC
insurance premium.  During the third quarter of 1995, the FDIC announced that
the bank insurance fund (BIF) reached the required level of funding.
Accordingly, the deposit premium assessed "well capitalized" commercial banks
has been significantly reduced going forward and a rebate of excess premiums
paid since June 1, 1995 was distributed in September 1995.  Lincoln Bank
received a rebate of approximately $130,000; however, Cabarrus Bank is a member
of the savings association insurance fund (SAIF) which received no such rebate.
Because the SAIF fund has not reached the desired funding level and is not
expected to do so for some time, Congress is debating a one time assessment for
all SAIF members to equalize the assessment level among financial institutions.
Should this occur, the amount of the assessment will significantly impact
earnings; however, earnings going forward will improve due to reduced premiums
for SAIF members.

Financial Condition

The Company's total assets at March 31, 1996 and 1995, were $386,027,203, and
$328,342,306, respectively, and $369,833,439 at December 31, 1995.  Average
earning assets for the first three months of 1996 were $375,922,000 versus
$321,899,000 for the same period a year earlier, an increase of 16.78%.  This
growth is the result of the strong local economy and the Company's continued
expansion of its customer base and market share.

Average loans of $257,893,000 represented 74.34% of average earning assets
during the first three months of 1996.  During the same period in 1995, average
loans totaled $225,363,000, or 75.61% of average earning assets.  However,
gross loans increased to $268,195,241 at March 31, 1996, a 4.28% increase over
loans at December 31, 1995.  It is anticipated that general loan

                                      10



<PAGE>   11

growth will continue to mirror the economy generally, although lower interest
rates may effect the net interest margins.

Securities averaged $84,988,000 during the three months ended March 31, 1996
versus $70,837,000 for the same period a year ago.  The securities portfolio
represented 24.50% of earning assets at March 31, 1996 and 23.77% at March 31,
1995.  At March 31, 1996, the securities portfolio had unrealized losses of
approximately $84,908. A gain of $9,511 was realized during the first quarter
of 1996.  Securities held to maturity with a carrying value of approximately
$30.2 million were scheduled to mature within the next five years.  Of this
amount, $13.9 million were scheduled to mature within one year.  Securities
available for sale with a carrying value of $18.5 million were scheduled to
mature within the next five years.  Of this amount, $8.5 million were scheduled
to mature within one year.  The Company currently has the ability and intent to
hold its investment securities to maturity.  Certain debt securities are
designated by management as held for sale and are carried at the lower of cost
or market because management may sell them before they mature.

Average interest bearing liabilities rose 16.04%, to $312,074,000 in the first
three months of 1996, from an average of $268,944,000 in the first three months
of 1995.  Total deposits increased 15.70% from March 31, 1996 to March 31,
1995, and 3.81% from December 31, 1995 to March 31, 1996.

The Company continues to maintain capital ratios in excess of regulatory
minimum requirements. The current capital standards call for a minimum total
capital of 8% of risk-adjusted assets, including 4% Tier I capital, and a
minimum leverage ratio of Tier I capital to total tangible assets of at least
4-5%.  At March 31, 1996, the Company's ratio of total Tier I capital to total
assets, adjusted for the loans loss allowance and intangibles, was 8.45% and
the Company's ratio of total capital to risk-adjusted assets was 13.48% which
includes 12.29% Tier I capital.

Liquidity

The liquidity position of the Company's subsidiaries, Lincoln Bank ("Lincoln")
and Cabarrus Bank of North Carolina ("Cabarrus"), is primarily dependent upon
their need to respond to withdrawals from deposit accounts and upon the
liquidity of their assets.  Primary liquidity sources include cash and due from
banks, federal funds sold, short-term investment securities and loan
repayments.  At March 31, 1996, Lincoln Bank had a liquidity ratio of 28.69%
and Cabarrus had a liquidity ratio of 23.90%.  Management believes the
liquidity sources are adequate to meet operating needs.  Except as discussed
above, there are no known trends, events or uncertainties that will have or
that are reasonably likely to have a material effect on the Company's
liquidity, capital resources or operations.


                                       11


<PAGE>   12
    
CAROLINA FIRST BANCSHARES, INC.

AVERAGE BALANCE SHEET AS MARCH 31,
(In Thousands)


<TABLE>
<CAPTION>
                                                         1996                         1995
                                             ---------------------------   ------------------------
                                                       Interest                     Interest
                                             Average    Income/  Average   Average  Income/  Average
                                             Balance    Expense    Rate    Balance  Expense   Rate
                                             -------    -------    ----    -------  -------   ----
<S>                                          <C>         <C>        <C>   <C>        <C>       <C>
Assets

Taxable securities                           $ 74,434    $1,139     6.12% $ 60,297   $  878    5.82%
Non-taxable securities                         10,554       148     5.61%   10,540      181    6.87%
Federal funds sold and securities
   purchased with agreements to
   resell                                       4,049        48     4.74%    1,869       35    7.49%
Loans                                         257,893     6,256     9.70%  225,363    5,373    9.54%
                                             --------    ------           --------   ------

   Interest earning assets                    346,930     7,591     8.75%  298,069    6,467    8.68%

Cash and due from banks                        12,803                        9,347
Other assets                                   16,189                       14,483
                                             --------                     --------

Total assets                                 $375,922                     $321,899
                                             ========                     ========

Liabilities and Shareholders' Equity

Interest bearing deposits
  Demand                                     $ 81,769    $  484     2.37% $ 73,601   $  511    2.78%
  Savings                                      41,637       262     2.52%   40,993      308    3.01%
  Time                                        187,117     2,657     5.68%  152,658    1,959    5.13%
Other borrowings                                1,551        29     7.48%    1,692       35    8.27%
                                             --------    ------           --------   ------

   Interest bearing liabilities               312,074     3,432     4.40%  268,944    2,813    4.18%

Other liabilities                              33,678                       28,266
Shareholders' equity                           30,170                       24,689
                                             --------                     --------

Total liabilities and shareholders'
   equity                                    $375,922                     $321,899
                                             ========                     ========

Interest rate spread                                                4.35%                      4.49%


Net interest earned and net
   yield on earning assets                               $4,159     4.86%            $3,654    4.97%
                                                         =======    ====             ======    ====

</TABLE>





                                        12

<PAGE>   13

CAROLINA FIRST BANCSHARES, INC.

RATE/VOLUME ANALYSIS
FOR THE PERIOD ENDED MARCH 31, 1996 AND 1995
(In Thousands)




<TABLE>
<CAPTION>
                                            Increase/
                                            (Decrease)
                                              due to
                                    1995   -----------   1996
                                   Inc/exp Volume Rate  Inc/exp
                                   ------- ------ ----  -------
<S>                                 <C>    <C>     <C>   <C>
Interest Income:
  Loans                             5,373    789    94   6,256
  Securities - tax-exempt             181      0   (33)    148
  Securities - taxable                878    216    45   1,139
  Federal funds sold                   35     26   (13)     48
                                    -----  -----   ---   -----

    Total Interest Income           6,467  1,031    93   7,591


Interest Expense:
  Interest Bearing Demand             511     48   (75)    484
  Savings                             308      4   (50)    262
  Time                              1,959    489   209   2,657
  Other Borrowings                     35     (3)   (3)     29
                                    -----  -----   ---   -----

    Total Interest Expense          2,813    539    80   3,432

    Net Interest Income             3,654    492    13   4,159
                                    =====  =====   ===   =====

</TABLE>





                                     13
<PAGE>   14



PART II - OTHER INFORMATION



<TABLE>
<CAPTION>
Item
<S>    <C>                                                          <C> 
 1  -  Legal Proceedings                                            None
 2  -  Changes in Securities                                        None
 3  -  Defaults upon Senior Securities                              None
 4  -  Submission of Matters to a Vote of                               
       Security Holders                                             None
 5  -  Other Information                                            None
 6  -  Exhibits and Reports on Form 8-K
       (a)  Exhibits: 27 - Financial Data Schedule (SEC Use Only)
       (b)  Reports on Form 8-K

</TABLE>


                                       14



<PAGE>   15


                                   SIGNATURES


Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.




                                        CAROLINA FIRST BANCSHARES, INC.
                                        (Registrant)



Date:  May 10, 1996                      By:     /s/ James E. Burt, III     
       ------------------------------        --------------------------------
                                             James E. Burt, III  
                                             President           
                                                                 
                                                                 
                                                                 
Date:  May 10, 1996                      By:     /s/ Jan H. Hollar
       ------------------------------       --------------------------------
                                             Jan H. Hollar                
                                             Principal Accounting Officer 


                                       15





<TABLE> <S> <C>

<ARTICLE> 9
<MULTIPLIER> 1
<CURRENCY> US DOLLARS
       
<S>                             <C>
<PERIOD-TYPE>                   3-MOS
<FISCAL-YEAR-END>                          DEC-31-1996
<PERIOD-START>                             JAN-01-1996
<PERIOD-END>                               MAR-31-1996
<EXCHANGE-RATE>                                      1
<CASH>                                      13,638,434
<INT-BEARING-DEPOSITS>                         379,459
<FED-FUNDS-SOLD>                             2,975,000
<TRADING-ASSETS>                                     0
<INVESTMENTS-HELD-FOR-SALE>                 32,304,107
<INVESTMENTS-CARRYING>                      55,496,967
<INVESTMENTS-MARKET>                        55,087,956
<LOANS>                                    268,195,241
<ALLOWANCE>                                  3,793,105
<TOTAL-ASSETS>                             386,027,203
<DEPOSITS>                                 348,384,456
<SHORT-TERM>                                         0
<LIABILITIES-OTHER>                          5,739,589
<LONG-TERM>                                          0
                                0
                                          0
<COMMON>                                     4,088,053
<OTHER-SE>                                  27,815,105
<TOTAL-LIABILITIES-AND-EQUITY>             386,027,203
<INTEREST-LOAN>                              6,256,161
<INTEREST-INVEST>                            1,287,821
<INTEREST-OTHER>                                47,542
<INTEREST-TOTAL>                             7,591,524
<INTEREST-DEPOSIT>                           3,402,480
<INTEREST-EXPENSE>                              29,366
<INTEREST-INCOME-NET>                        4,159,678
<LOAN-LOSSES>                                  231,000
<SECURITIES-GAINS>                               9,511
<EXPENSE-OTHER>                              3,179,826
<INCOME-PRETAX>                              1,738,685
<INCOME-PRE-EXTRAORDINARY>                   1,738,685
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                 1,119,449
<EPS-PRIMARY>                                      .67
<EPS-DILUTED>                                      .67
<YIELD-ACTUAL>                                    4.86
<LOANS-NON>                                    688,045
<LOANS-PAST>                                   101,631
<LOANS-TROUBLED>                                     0
<LOANS-PROBLEM>                                      0
<ALLOWANCE-OPEN>                             3,588,489
<CHARGE-OFFS>                                   38,288
<RECOVERIES>                                    11,904
<ALLOWANCE-CLOSE>                            3,793,105
<ALLOWANCE-DOMESTIC>                                 0
<ALLOWANCE-FOREIGN>                                  0
<ALLOWANCE-UNALLOCATED>                              0
        

</TABLE>


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