CAROLINA FIRST BANCSHARES INC
10-Q, 1996-08-13
STATE COMMERCIAL BANKS
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<PAGE>   1


                UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                   FORM 10-Q
(Mark One)
[X]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
     SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 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
                                  ---                  ---

              1,642,010 SHARES OF COMMON STOCK, PAR VALUE $2.50
              PER SHARE, OUTSTANDING AS OF August 09, 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-June 30, 1996
             and December 31, 1995                                   3

             Consolidated Statements of Operations-
             Three and Six Months Ended June 30, 1996
             and 1995                                                4

             Consolidated Statements of Changes in
             Shareholder's Equity-Six Months Ended
             June 30, 1996 and 1995                                  5

             Consolidated Statements of Cash Flows-
             Six Months Ended June 30, 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>
                                                              JUNE 30,         DECEMBER 31,
                                                             ----------       --------------
                                                                1996               1995
                                                             ----------       --------------

<S>                                                          <C>               <C>
Assets:
Cash and due from banks                                      $ 13,334,197      $ 14,361,366
Federal funds sold                                               ---              1,030,000
                                                             ------------      ------------

  Total cash and cash equivalents                              13,334,197        15,391,366
Interest bearing deposits in other banks                          383,493           350,128
Securities held to maturity (market value $48,790,289
  in 1996 and $57,660,405 in 1995)                             48,812,004        56,561,646
Securities available for sale (cost of $31,483,764 in
   1996 and $27,335,383 in 1995)                               31,179,908        27,462,764
Loans, net of unearned income ( $341,927 in 1996 and
   $327,450 in 1995)                                          288,104,526       257,177,863
  Allowance for loan losses                                    (4,042,346)       (3,588,489)
                                                             ------------      ------------
  Loans, net                                                  284,062,180       253,589,374

Premises and equipment, net                                     8,890,987         8,572,044
Other real estate owned                                           656,476           683,409
Other assets                                                    7,282,753         7,222,708
                                                             ------------      ------------
Total Assets                                                 $394,601,998      $369,833,439
                                                             ------------      ------------

Liabilities and Shareholders' Equity
Deposits:
   Demand                                                    $ 32,491,155      $ 30,295,524
   Interest bearing demand accounts                            84,925,552        81,171,081
   Savings                                                     41,644,508        41,751,256
   Time, $100,000 and over                                     35,162,625        30,658,383
   Other time                                                 160,437,818       151,726,502
                                                             ------------      ------------
   Total deposits                                             354,661,658       335,602,746
Repurchase agreements                                           4,083,750         ------
Other liabilities                                               3,029,067         3,107,714
                                                             ------------      ------------
Total Liabilities                                             361,774,475       338,710,460

Shareholders' Equity:
  Common stock, $2.50 par value;
    value; authorized --- 5,000,000 shares
    issued and outstanding - 1,638,769 shares in
   1996, and 1,632,458 in 1995                                  4,096,923         4,081,145
  Additional paid-in capital                                   17,428,233        17,377,333
  Retained earnings                                            11,525,211         9,585,436
  Net unrealized loss on available for sale securities           (222,844)           79,065
                                                             ------------      ------------
  Total Shareholders' Equity                                   32,827,523        31,122,979
Commitments and Contingent Liabilities
Total Liabilities and Shareholders' Equity                   $394,601,998      $369,833,439
                                                             ============      ============

Book Value Per Share                                         $      20.03      $      19.06
                                                             ============      ============
</TABLE>



                                      3
<PAGE>   4
CAROLINA FIRST BANCSHARES, INC. AND SUBSIDIARY COMPANIES
CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)

<TABLE>
<CAPTION>
                                                  Quarter Ended                  Six Months Ended
                                                     June 30,                       June 30,                   
                                             ----------------------------   ------------------------------
                                                 1996            1995           1996             1995 
                                             --------------   -----------   --------------   -------------
<S>                                             <C>          <C>              <C>             <C>
Interest Income:
Interest and fees on loans................      $6,716,202    $5,704,710      $12,972,363     $11,077,321
Interest and dividends                          ----------    ----------      -----------     -----------  
    on securities:
    Taxable income........................       1,143,045       900,649        2,282,601       1,778,547
    Non-taxable income....................         159,919       179,510          308,184         361,031
Interest on federal funds sold............          30,074        77,570           77,616         112,640 
                                                ----------    ----------      -----------     -----------  
   Total interest income..................       8,049,240     6,862,439       15,640,764      13,329,539

Interest Expense:
Interest on deposits......................       3,423,766     3,118,393        6,826,246       5,896,991
Interest on notes payable.................          82,845         6,853          112,211          41,791 
                                                ----------    ----------      -----------     -----------  
   Total interest expense.................       3,506,611     3,125,246        6,938,457       5,938,782 
                                                ----------    ----------      -----------     -----------  
Net Interest Income.......................       4,542,629     3,737,193        8,702,307       7,390,757
Provision for Loan Losses.................         306,000       170,200          537,000         310,200 
                                                ----------    ----------      -----------     -----------  
Net Credit Income.........................       4,236,629     3,566,993        8,165,307       7,080,557

Other Income:
Charges on deposit accounts...............         519,277       401,895          998,596         796,618
Insurance commissions.....................         118,879       225,720          233,558         464,468
Other service fees and
    commissions...........................         177,748       149,775          369,236         287,047
Mortgage banking income...................          85,768       106,742          205,689         186,235
Securities gains (losses), net............            (870)       ---               8,641         ---
Other income..............................         150,147       145,305          225,062         271,651 
                                                ----------    ----------      -----------     -----------  
   Total other income.....................       1,050,949     1,029,437        2,040,782       2,006,019

Operating Expenses:
Salaries and benefits.....................       1,826,800     1,636,246        3,603,991       3,289,521
Occupancy and equipment...................         380,229       375,973          770,590         706,528
Federal and other insurance
    premiums..............................          74,057       179,900          145,709         360,624
Office supplies...........................          90,194        97,177          192,975         185,995
Data processing ..........................          97,313       100,874          188,355         197,513
Other expenses............................         908,814       732,550        1,655,613       1,471,849 
                                                ----------    ----------      -----------     -----------  
   Total operating expenses...............       3,377,407     3,122,720        6,557,233       6,212,030 
                                                ----------    ----------                                     
Income Before Income Taxes................       1,910,171     1,473,710        3,648,856       2,874,546
Income Taxes..............................         696,963       487,210        1,316,199         931,891 
                                                ----------    ----------      -----------     -----------  
Net income................................      $1,213,208    $  986,500      $ 2,332,657     $ 1,942,655 
                                                ----------    ----------      -----------     -----------  
Net Income Per Common Share...............      $     0.73    $     0.66      $      1.40     $      1.30 
                                                ----------    ----------      -----------     -----------  
Cash Dividend Per Common Share............      $     0.12    $     0.11      $      0.24     $      0.22 
                                                ----------    ----------      -----------     -----------  
</TABLE>



                                      4

<PAGE>   5

CAROLINA FIRST BANCSHARES, INC. AND SUBSIDIARY COMPANIES
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY
FOR THE SIX MONTHS ENDED JUNE 30, 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

ISSUANCE OF STOCK                          150,000     375,000     2,787,088                                  3,162,088

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

CASH DIVIDEND ($.11 PER SHARE)                                                     (250,793)                   (250,793)

RETIREMENT OF STOCK                           (370)       (925)       (6,548)                                    (7,473)

DIVIDEND REINVESTMENT PLAN                   2,566       6,415        51,320        (57,735)                          0

INCREASE IN UNREALIZED GAIN
    ON SECURITIES AVAILABLE FOR SALE                                                            383,478         383,478

NET INCOME                                                                        1,942,656                   1,942,656 
                                         ---------  ----------   -----------    -----------    --------     -----------
BALANCE, JUNE 30, 1995                   1,554,892   3,887,230    15,500,163      9,865,724    (125,833)     29,127,284



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                    5,912      14,781        40,836                                     55,617

CASH DIVIDEND ($.12 PER SHARE)                                                     (392,882)                   (392,882)

RETIREMENT OF STOCK                         (2,193)     (5,483)      (62,668)                                   (68,151)

DIVIDEND REINVESTMENT PLAN                   2,592       6,480        72,732                                     79,212

INCREASE IN UNREALIZED GAIN
    ON SECURITIES AVAILABLE FOR SALE                                                           (301,909)       (301,909)

NET INCOME                                                                        2,332,657                   2,332,657 
                                         ---------  ----------   -----------    -----------    --------     -----------
BALANCE, JUNE 30, 1996                   1,638,769  $4,096,923   $17,428,233    $11,525,211   $(222,844)    $32,827,523 
                                         =========  ==========   ===========    ===========    ========     ===========


</TABLE>



                                      5

<PAGE>   6
CAROLINA FIRST BANCSHARES, INC. AND SUBSIDIARY COMPANIES
CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
FOR THE SIX MONTHS ENDED JUNE 30, 1996 AND 1995 (UNAUDITED)

<TABLE>
<CAPTION>
                                                                         June 30,          June 30,     
                                                                           1996              1995     
                                                                        ----------         ---------
<S>                                                                   <C>               <C>          
OPERATING ACTIVITIES:                                                                                 
Net Income                                                            $  2,332,657      $  1,942,656  
Adjustments to reconcile net income to net cash provided by                                           
  operating activities:                                                                               
    Depreciation and amortization                                          370,217           429,936  
    Accretion and amortization of securities discounts                                                
      and premiums, net                                                    154,179           131,228  
    Provision for loan losses                                              537,000           310,200  
    Deferred taxes (benefit)                                              (345,186)          661,109  
    Gains on sales of securities available for sale                           (900)               --  
    Gains on calls and maturities of securities held to maturity            (8,490)               --  
    Losses on calls and maturities of securities held to maturity              750                --  
    Losses (gains) on sales of equipment, net                               (4,097)               74  
    Gains on sales of real estate, net                                     (46,701)               --  
    Federal Home Loan Bank stock dividend                                  (39,012)          (38,904) 
    Increase in repurchase agreements                                    4,083,750                --  
    Decrease (increase) in other assets                                     54,791          (596,941) 
    Increase (decrease) in other liabilities                               (69,494)          318,177  
                                                                      ------------      ------------
       Net cash provided by operating activities                         7,019,464         3,157,535  
                                                                      ------------      ------------
                                                                                                      
INVESTING ACTIVITIES:                                                                                 
Proceeds from maturities of securities available for sale                3,091,510           577,699  
Proceeds from sales of securities available for sale                     3,500,000                --  
Purchases of securities available for sale                             (10,836,689)       (7,582,715) 
Proceeds from calls and maturities of securities held to maturity       12,763,776         4,017,942  
Purchases of securities held to maturity                                (5,074,375)       (1,563,605) 
Purchases and maturities of certificates of deposit, net                   (33,365)         (391,950) 
Originations of loans, net                                             (30,754,157)      (13,254,531) 
Proceeds from sale of real estate                                          270,175           231,111  
Increase in investment in joint ventures                                        --           (39,200) 
Proceeds from sales of premises and equipment                                9,852                10  
Capital expenditures                                                      (736,915)         (463,818) 
                                                                      ------------      ------------
     Net cash used in investing activities                             (27,800,188)      (18,469,057) 
                                                                      ------------      ------------
                                                                                                      
FINANCING ACTIVITIES:                                                                                 
Increase in time deposits, net                                          13,215,558        16,036,829  
Net increase in other deposits, net                                      5,843,354         3,238,802  
Repayment of notes payable                                                  (9,153)           (8,878) 
Repurchase of stock                                                        (68,151)           (7,473) 
Payment of cash dividends and fractional shares                           (392,882)         (308,528) 
Issuance of stock                                                          134,829         3,228,313  
                                                                      ------------      ------------
     Net cash provided by financing activities                          18,723,555        22,179,065  
                                                                      ------------      ------------
                                                                                                      
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS                    (2,057,169)        6,867,543  
                                                                                                      
CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR                            15,391,366        11,526,564  
                                                                      ------------      ------------
                                                                                                      
CASH AND CASH EQUIVALENTS, END OF YEAR                                $ 13,334,197      $ 18,394,107  
                                                                      ============      ============
                                                                                                      
Supplemental disclosures of cash flow information:                                                    
     Interest paid                                                    $  6,844,203      $  5,680,193  
     Income taxes paid                                                   1,696,157         2,127,700  
                                                                                                      
Supplemental disclosure on noncash investing and 
  financing activities:                                
     Decrease in net unrealized loss                                      (301,909)         (125,833) 
     Assets transferred to other real estate                               255,649            98,000  
     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 June 30, 1996 and December 31,
1995 the results of operations for the three-month and six-month periods ended
June 30, 1996 and 1995, and cash flows for the six-month periods ended June 30,
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 and six-month periods ended
June 30, 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 and six-month periods
ended June 30, 1996 and 1995.

General

Net income for the quarter ended June 30, 1996, was $1,213,208, or $ .73 per
share, compared to income of $986,500, or $ .66 per share, for the same period
in 1995.  Net income for the six-months ended June 30, 1996, was $2,332,657, or
$ .24 per share, compared to $1,942,655, or $ .22 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 $8,702,703 during the first six-months of 1996 resulted
from a net interest margin of 4.91% on average earning assets of $355.7
million.  This compares with a net interest margin of 4.94% on average earning
assets of $300.0 million generating net interest income of $7,390,757 for the
same period in 1995.  Interest rates decreased slightly during the first
quarter of 1996, but have remained stable since. 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 decrease of $43,000 relative to rate and an
increase of $1,355,000 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 six months ended June
30, 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 $4,042,346 or 1.40% of outstanding loans, at June 30, 1996 and $3,588,489
or 1.39% of outstanding loans, at December 31, 1995.



                                      9


<PAGE>   10





The provision for loan losses charged to operations during the first six months
was $537,000 in 1996 and $310,200 in 1995.  Charge-offs, net of recoveries,
were $83,142 or .03% of average loans outstanding, during the six months ended
June 30, 1996, as compared to $116,068 or .05% of average loans outstanding,
during the same period in 1995.  The ratio of non-accrual loans to total loans
was .20% at June 30, 1996, .31% at  December 31, 1995, and .21% at June 30,
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 1.73% for the first six 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 $345,203 or 5.56%, for the six-month period
ended June 30, 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 June 30, 1996 and 1995, were $394,601,998, and
$343,428,386, respectively, and $369,833,439 at December 31, 1995.  Average
earning assets for the first six months of 1996 were $355,748,000 versus
$300,020,000 for the same period a year earlier, an increase of 18.51%.  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 $268,052,000 represented 75.35% of average earning assets
during the first six months of 1996.  During the same period in 1995, average
loans totaled $225,928,000, or 75.30% of average earning assets.  However,
gross loans increased to $288,104,526 at June 30, 1996, a 12.03% 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 $84,223,000 during the six months ended June 30, 1996
versus $70,314,000 for the same period a year ago.  The securities portfolio
represented 23.67% of earning assets at June 30, 1996 and 23.44% at June 30,
1995.  At June 30, 1996, the securities portfolio had unrealized losses of
approximately $222,844. A loss of $870 was realized during the first half of
1996.  Securities held to maturity with a carrying value of approximately $38.9
million were scheduled to mature within the next five years.  Of this amount,
$10.5 million were scheduled to mature within one year.  Securities available
for sale with a carrying value of $27.8 million were scheduled to mature within
the next five years.  Of this amount, $9.5 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 11.70%, to $319,542,000 in the first
six months of 1996, from an average of $274,533,000 in the first six months of
1995.  Total deposits increased 13.71% from June 30, 1996 to June 30, 1995, and
5.68% from December 31, 1995 to June 30, 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 June 30, 1996, the Company's ratio of total Tier I capital to total
assets, adjusted for the loans loss allowance and intangibles, was 8.52% and
the Company's ratio of total capital to risk-adjusted assets was 13.19% which
includes 11.94% 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 June 30, 1996, Lincoln Bank had a liquidity ratio of 27.31% and
Cabarrus had a liquidity ratio of 18.87%.  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 JUNE 30,
(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                       $ 72,728   $ 2,283      6.28%  $ 59,839  $ 1,779    5.95%
Non-taxable securities                     11,495       308      5.36%    10,475      361    6.89%
Federal funds sold and securities
   purchased with agreements to
   resell                                   3,473        78      4.49%     3,778      113    5.98%
Loans                                     268,052    12,972      9.68%   225,928   11,077    9.81%
                                         --------   -------             --------  --------

   Interest earning assets                355,748    15,641      8.79%   300,020   13,330    8.89%
                                         --------   -------      ----   --------  -------    ----

Cash and due from banks                  $ 13,186                       $ 10,054
Other assets                               16,369                         16,015
                                         --------                       --------

Total assets                             $385,303                       $326,089
                                         ========                       ========

Liabilities and Shareholders' Equity

Interest bearing deposits
  Demand                                 $ 83,706   $   973      2.32%  $ 74,990  $ 1,046    2.79%
  Savings                                  41,066       514      2.50%    41,155      622    3.02%
  Time                                    190,194     5,339      5.61%   157,415    4,229    5.37%
Other borrowings                            4,576       112      4.90%       973       42    8.63%
                                         --------   -------      ----   --------  -------

   Interest bearing liabilities           319,542     6,938      4.34%   274,533    5,939    4.33%
                                         --------   -------      ----   --------  -------    ----

Other liabilities                          34,883                         26,182
Shareholders' equity                       30,878                         25,374
                                         --------                       --------

Total liabilities and shareholders'
   equity                                $385,303                       $326,089
                                         ========                       ========

Interest rate spread                                             4.45%                       4.56%
                                                                 ====                        ====


Net interest earned and net
   yield on earning assets                          $ 8,703      4.91%            $ 7,391    4.94%
                                                    =======      ====             =======    ====
</TABLE>




                                      12
<PAGE>   13


CAROLINA FIRST BANCSHARES, INC.
RATE / VOLUME ANALYSIS
FOR THE PERIOD ENDED JUNE 30, 1996 AND 1995
(In Thousands)





<TABLE>
<CAPTION>
                                                    Increase/(Decrease)
                                                         due to
                                           1995     Volume     Rate      1996
                                          Inc/exp                       Inc/exp
                                          -------   ------     ----     -------
<S>                                        <C>        <C>        <C>     <C>
Interest Income:
  Loans                                    11,077     2,039      (144)   12,972
  Securities - tax - exempt                   361        27       (80)      308
  Securities - taxable                      1,779       405        99     2,283
  Federal funds sold & interest bearing
     balances in other banks                  113        (7)      (28)       78
                                           ------     -----      ----    ------

     Total Interest Income                 13,330     2,464      (153)   15,641


Interest Expense:
  Interest Bearing Demand                   1,046       101      (174)      973
  Savings                                     622        (1)     (107)      514
  Time                                      4,229       920       190     5,339
  Other Borrowings                             42        88       (18)      112
                                           ------     -----      ----    ------

     Total Interest Expense                 5,939     1,109      (110)    6,938
                                           ------     -----      ----    ------

     Net Interest Income                    7,391     1,355       (43)    8,703
                                           ======     =====      ====    ======
</TABLE>


                                      13

<PAGE>   14




PART II - OTHER INFORMATION



<TABLE>
<CAPTION>
              Item
               <S>                                                 <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:  August 9, 1996                      By:  /s/ James E. Burt, III
       -----------------------------            -------------------------
                                                James E. Burt, III
                                                President



Date:  August 9, 1996                      By: /s/ Jan H. Hollar
       ------------------------------          ---------------------------
                                               Jan H. Hollar
                                               Principal Accounting Officer









                                     15





<TABLE> <S> <C>

<ARTICLE> 9
<CIK> 0000846465
<NAME> CAROLINA FIRST BANCSHARES, INC.
       
<S>                             <C>
<PERIOD-TYPE>                   6-MOS
<FISCAL-YEAR-END>                          DEC-31-1996
<PERIOD-START>                             JAN-01-1996
<PERIOD-END>                               JUN-30-1996
<CASH>                                      13,334,197
<INT-BEARING-DEPOSITS>                         383,493
<FED-FUNDS-SOLD>                                     0
<TRADING-ASSETS>                                     0
<INVESTMENTS-HELD-FOR-SALE>                 31,179,908
<INVESTMENTS-CARRYING>                      48,812,004
<INVESTMENTS-MARKET>                        48,790,289
<LOANS>                                    288,104,526
<ALLOWANCE>                                  4,042,346
<TOTAL-ASSETS>                             394,601,998
<DEPOSITS>                                 354,661,658
<SHORT-TERM>                                         0
<LIABILITIES-OTHER>                          7,112,817
<LONG-TERM>                                          0
                                0
                                          0
<COMMON>                                     4,096,923
<OTHER-SE>                                  28,730,600
<TOTAL-LIABILITIES-AND-EQUITY>             394,601,998
<INTEREST-LOAN>                              6,716,202
<INTEREST-INVEST>                            1,302,964
<INTEREST-OTHER>                                30,074
<INTEREST-TOTAL>                             8,049,240
<INTEREST-DEPOSIT>                           3,423,766
<INTEREST-EXPENSE>                              82,845
<INTEREST-INCOME-NET>                        4,542,629
<LOAN-LOSSES>                                  306,000
<SECURITIES-GAINS>                                (870)
<EXPENSE-OTHER>                              3,377,407
<INCOME-PRETAX>                              1,910,171
<INCOME-PRE-EXTRAORDINARY>                   1,910,171
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                 1,213,208
<EPS-PRIMARY>                                     0.73
<EPS-DILUTED>                                     0.73
<YIELD-ACTUAL>                                    4.91
<LOANS-NON>                                    570,615
<LOANS-PAST>                                    15,690
<LOANS-TROUBLED>                                     0
<LOANS-PROBLEM>                                      0
<ALLOWANCE-OPEN>                             3,588,488
<CHARGE-OFFS>                                  127,483
<RECOVERIES>                                    44,341
<ALLOWANCE-CLOSE>                            4,042,346
<ALLOWANCE-DOMESTIC>                                 0
<ALLOWANCE-FOREIGN>                                  0
<ALLOWANCE-UNALLOCATED>                              0
        

</TABLE>


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