CAROLINA FIRST BANCSHARES INC
10-Q, 1997-05-15
STATE COMMERCIAL BANKS
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                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, 1997

            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

2,055,847 SHARES OF COMMON STOCK, PAR VALUE $2.50 PER SHARE,
OUTSTANDING AS OF May 8, 1997

<PAGE>

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, 1997
           and December 31, 1996                                      3

           Consolidated Statements of Operations -
           Three Months Ended March 31, 1997
           and 1996                                                   4

           Consolidated Statements of Changes in
           Shareholder's Equity - Three Months Ended
           March 31, 1997 and 1996                                    5

           Consolidated Statements of Cash Flows -
           Three Months Ended March 31, 1997 and 1996                 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>




          CAROLINA FIRST BANCSHARES, INC. AND SUBSIDIARY COMPANIES
          -------------------------------------------------------------------
          CONSOLIDATED BALANCE SHEETS (UNAUDITED)
          -------------------------------------------------------------------
<TABLE>
<CAPTION>

                                                                                               MARCH 31,               DECEMBER 31,
                                                                                            -------------            --------------
                                                                                                 1997                      1996
                                                                                            -------------            --------------
<S>                                                                                         <C>                      <C>
Assets:
Cash and due from banks ........................................................            $  16,663,670             $  16,343,459
Federal funds sold .............................................................               14,050,000                 2,982,000
                                                                                            -------------             -------------
  Total cash and cash equivalents ..............................................               30,713,670                19,325,459
Interest bearing deposits in other banks .......................................                  614,764                   426,766
Investment securities (market value $36,079,899
  in 1997 and $39,275,715 in 1996) .............................................               35,990,715                38,920,273
Securities available for sale (cost of $49,396,799 in
   1997 and $48,612,087 in 1996) ...............................................               49,595,714                48,696,412
Loans, net of unearned income ( $389,795 in 1997 and
   $405,263 in 1996) ...........................................................              313,870,002               309,112,008
  Allowance for loan losses ....................................................               (4,729,827)               (4,488,958)
                                                                                            -------------             -------------
  Loans, net ...................................................................              309,140,175               304,623,050

Premises and equipment, net ....................................................                9,591,906                 9,509,172
Other real estate owned ........................................................                  139,604                   141,067
Other assets ...................................................................                7,784,017                 8,069,092
                                                                                            -------------             -------------
Total Assets ...................................................................            $ 443,570,565             $ 429,711,291
                                                                                            =============             =============

Liabilities and Shareholders' Equity
Deposits:
   Demand ......................................................................            $  41,186,803             $  37,858,889
   Interest bearing demand accounts ............................................               97,192,610                93,376,439
   Savings .....................................................................               41,090,563                39,445,821
   Time, $100,000 and over .....................................................               41,471,270                40,355,803
   Other time ..................................................................              177,944,908               173,966,334
                                                                                            -------------             -------------
   Total deposits ..............................................................              398,886,154               385,003,286
Repurchase agreements ..........................................................                4,650,767                 5,862,026
Other liabilities ..............................................................                3,950,062                 3,844,123
                                                                                            -------------             -------------
Total Liabilities ..............................................................              407,486,983               394,709,435

Shareholders' Equity:
  Common stock, $2.50 par value;
   authorized --- 5,000,000 shares;
    issued and outstanding - 2,054,718 shares in
   1997, and 2,052,971 shares in 1996 ..........................................                5,136,795                 5,132,428
  Additional paid-in capital ...................................................               16,444,371                16,442,810
  Retained earnings ............................................................               14,569,077                13,378,236
  Net unrealized loss on available for sale securities .........................                  (66,661)                   48,382
                                                                                            -------------             -------------
  Total Shareholders' Equity ...................................................               36,083,582                35,001,856
Commitments and Contingent Liabilities .........................................                     --                        --
Total Liabilities and Shareholders' Equity .....................................            $ 443,570,565             $ 429,711,291
                                                                                            =============             =============

Book Value Per Share ...........................................................            $       17.56             $       15.61
                                                                                            =============             =============

</TABLE>
                                                                 3

<PAGE>




CAROLINA FIRST BANCSHARES, INC. AND SUBSIDIARY COMPANIES
- ----------------------------------------------------------------------------
CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
- ----------------------------------------------------------------------------
<TABLE>
<CAPTION>


                                                                                                          Quarter Ended
                                                                                                              March 31,
                                                                                          ------------------------------------------
                                                                                                  1997                      1996
                                                                                          -------------------    -------------------
<S>                                                                                           <C>                         <C>

Interest Income:
Interest and fees on loans .................................................                  $7,286,496                  $6,256,161
Interest and dividends on securities:
    Taxable income .........................................................                   1,196,544                   1,139,556
    Non-taxable income .....................................................                     127,891                     148,265
Other interest income ......................................................                      98,352                      47,542
                                                                                               ---------                   ---------
   Total interest income ...................................................                   8,709,283                   7,591,524

Interest Expense:
Interest on deposits .......................................................                   3,798,283                   3,402,480
Interest on other borrowed funds ...........................................                      60,723                      29,366

Total Interest Expense.....................................                                    3,859,006                   3,431,846
                                                                                               ---------                  ---------

Net Interest Income ........................................................                   4,850,277                   4,159,678
Provision for Loan Losses ..................................................                     285,600                     231,000
                                                                                               ---------                   ---------
  Net Credit Income .....................  .................................                   4,564,677                   3,928,678

Other Income:
Charges on deposit accounts ................................................                     558,151                     479,319
Insurance commissions ......................................................                     172,577                     114,679
Other service fees and commissions .........................................                     204,206                     191,488
Mortgage banking income ....................................................                     108,585                     119,921
Securities gains, net ......................................................                         524                       9,511
Other income ...............................................................                     164,120                      74,915
                                                                                               ---------                    --------
   Total other income ......................................................                   1,208,163                     989,833

Operating Expenses:
Salaries and benefits ......................................................                   1,977,674                   1,777,191
Occupancy and equipment ....................................................                     426,588                     390,361
Federal and other insurance premiums .......................................                      30,145                      71,652
Office supplies ............................................................                     114,081                     102,781
Data processing ............................................................                     102,548                      91,042
Other expenses .............................................................                     928,115                     746,799
                                                                                               ---------                   ---------
   Total operating expenses ................................................                   3,579,151                   3,179,826
                                                                                               ---------                   ---------

Income Before Income Taxes .................................................                   2,193,689                   1,738,685
Income Taxes ...............................................................                     756,276                     619,236
                                                                                              ----------                  ----------
Net income .................................................................                  $1,437,413                  $1,119,449
                                                                                              ==========                  ==========

Net Income Per Common Share ................................................                  $     0.69                  $     0.54
                                                                                              ==========                  ==========

Cash Dividend Per Common Share .............................................                  $     0.12                  $     0.10
                                                                                              ==========                  ==========
</TABLE>

                                                                            4

<PAGE>

CAROLINA FIRST BANCSHARES, INC. AND SUBSIDIARY COMPANIES
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY
FOR THE THREE MONTHS ENDED MARCH 31, 1997 AND 1996 (UNAUDITED)
<TABLE>
<CAPTION>

                                                        COMMON STOCK
                                                -------------------------     ADDITIONAL
                                                                                PAID-IN        RETAINED    VALUATION   SHAREHOLDERS'
                                                  SHARE           AMOUNT        CAPITAL        EARNINGS     RESERVE       EQUITY
                                                -----------------------------------------------------------------------------------
<S>                                              <C>          <C>            <C>             <C>             <C>         <C>

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 ($.10 PER SHARE) ..............                                                   (196,225)                  (196,225)

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

CHANGE IN 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




BALANCE, DECEMBER 31, 1996 ..................    2,052,971      5,132,428      16,442,810     13,378,236       48,382     35,001,856

EXERCISE OF STOCK OPTIONS ...................        2,608          6,520          28,703                                     35,223

CASH DIVIDEND ($.12 PER SHARE) ..............                                                  (246,572)                   (246,572)

RETIREMENT OF STOCK .........................        (861)        (2,153)        (27,142)                                   (29,295)

CHANGE IN UNREALIZED GAIN
    ON SECURITIES AVAILABLE FOR SALE ........                                                               (115,043)      (115,043)

NET INCOME ..................................                                                  1,437,413                   1,437,413
                                                ----------    -----------    ------------    ------------    --------    -----------
BALANCE, MARCH 31, 1997 .....................    2,054,718    $ 5,136,795    $ 16,444,371   $ 14,569,077    ($66,661)    $36,083,582
                                                ==========    ===========    ============    ============    ========    ===========
</TABLE>


                                                                           5
<PAGE>


CAROLINA FIRST BANCSHARES, INC. AND SUBSIDIARY COMPANIES
- --------------------------------------------------------------------------
CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
FOR THE THREE MONTHS ENDED MARCH 31, 1997 AND 1996 (UNAUDITED)
- --------------------------------------------------------------------------
<TABLE>
<CAPTION>

                                                                                                 March 31,               March 31,
                                                                                            ----------------   ---------------------
                                                                                                    1997                    1996
                                                                                            ----------------   ---------------------
<S>                                                                                               <C>                  <C>    

Operating Activities:
Net Income ...............................................................................        $  1,437,413         $  1,119,449
Adjustments to reconcile net income to net cash provided by
  operating activities:
    Depreciation and amortization ........................................................             251,068              177,887
    Accretion and amortization of securities discounts
      and premiums, net ..................................................................             (76,275)              85,030
    Provision for loan losses ............................................................             285,599              231,000
    Deferred taxes (benefit) .............................................................            (634,148)            (345,186)
    Gains on sales of securities available for sale ......................................              (4,469)                (900)
    Gains on calls and maturities of securities held to maturity .........................                --                 (8,759)
    Losses on calls and maturities of securities held to maturity ........................               1,248                  148
    Gains on sales of equipment, net .....................................................                --                 (4,236)
    Gains on sales of real estate, net ...................................................             (20,262)                  71
    Decrease in other assets .............................................................             960,881              148,239
    Increase in other liabilities ........................................................             110,768              412,070
                                                                                                  ------------         ------------
       Net cash provided by operating activities .........................................           2,311,823            1,814,813
                                                                                                  ------------         ------------

Investing Activities:
Proceeds from maturities of securities available for sale ................................           6,505,424            1,527,862
Proceeds from sales of securities available for sale .....................................                --              1,000,000
Purchases of securities available for sale ...............................................          (7,484,408)          (7,650,913)
Proceeds from calls and maturities of securities held to maturity ........................           2,918,324            5,101,997
Purchases of securities held to maturity .................................................                --             (4,070,625)
Purchases and maturities of certificates of deposit, net .................................            (187,998)             (29,331)
Originations of loans, net ...............................................................          (4,802,724)         (11,043,762)
Proceeds from sale of real estate ........................................................              21,725               28,385
Proceeds from sales of premises and equipment ............................................                --                  4,493
Capital expenditures .....................................................................            (320,091)            (287,069)
                                                                                                  ------------         ------------
     Net cash used in investing activities ...............................................          (3,349,748)         (15,418,963)
                                                                                                  ------------         ------------

Financing Activities:
Increase in time deposits, net ...........................................................           5,094,041            5,800,630
Net increase (decrease) in other deposits, net ...........................................           8,788,827            6,981,080
Net increase (decrease) in borrowed funds ................................................          (1,211,259)           2,224,363
Repayment of notes payable ...............................................................              (4,829)              (4,558)
Repurchase of stock ......................................................................             (29,295)              (8,400)
Payment of cash dividends and fractional shares ..........................................            (246,572)            (196,225)
Issuance of stock ........................................................................              35,223               29,328
                                                                                                  ------------         ------------
     Net cash provided by financing activities ...........................................          12,426,136           14,826,218
                                                                                                  ------------         ------------

Net Increase (Decrease) in Cash and Cash Equivalents .....................................          11,388,211            1,222,068

Cash and Cash Equivalents, Beginning of Year .............................................          19,325,459           15,391,366

                                                                                                  ============         ============
Cash and Cash Equivalents, End of Year ...................................................        $ 30,713,670         $ 16,613,434
                                                                                                  ============         ============

Supplemental disclosures of cash flow information:
     Interest paid .......................................................................        $  3,783,160         $ 14,241,426
     Income taxes paid ...................................................................             882,456              829,157

Supplemental disclosure on noncash investing and financing activities:
     Decrease in net unrealized loss .....................................................            (115,043)            (163,973)
     Assets transferred to other real estate .............................................                --                137,339
     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.

See accompanying notes to consolidated financial statements.
                                                                                   
</TABLE>
                                                                              6


<PAGE>



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, 1997 and December 31,
1996 the results of operations for the three-month  periods ended March 31, 1997
and 1996,  and cash flows for the  three-month  periods ended March 31, 1997 and
1996.

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, 1996.

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, 1997
and 1996, are not  necessarily  indicative of the results that might be expected
for the full year ending December 31, 1997 and 1996.

4. The Company's Board of Directors declared a 25% stock dividend payable August
23,  1996.  The market  value of the common stock was $27.60 at August 23, 1996.
Earnings per share for the periods  presented  have been  computed  after giving
retroactive effect to the stock dividend.











                                                  7



<PAGE>







                                                      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, 1997 and 1996.

General

Net income for the quarter  ended March 31, 1997,  was  $1,437,413,  or $.69 per
share,  compared to net income of  $1,119,449,  or $.54 per share,  for the same
period in 1996.

Net Interest Income/Margins

Net interest income of $4,850,277 during the first three-months of 1997 resulted
from a net interest margin of 4.92% on average earning assets of $400.1 million.
This compares with a net interest  margin of 4.86% on average  earning assets of
$346.9 million  generating net interest income of $4,159,678 for the same period
in 1996. The interest earned on loans is being reduced as competition  increases
for market  share.  The Company has been able to sustain the strong net interest
margin as the growth in average  earning  assets has increased more than average
interest bearing  liabilities.  This is the result of both increased capital and
minimal  increases in  noninterest  earning  assets.  Interest  rates  increased
slightly  during the year of 1996,  but have remained  relatively  stable since.
Each  increase in the prime lending rate  initially  increases 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 increase 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 $3,000  relative to
rate and an increase of $688,000 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 and the maturing of investment  securities.
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, 1997 and 1996, 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>

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,  the Company  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 $4,729,827 or
1.51% of  outstanding  loans,  at March  31,  1997  and  $4,488,958  or 1.45% of
outstanding loans, at December 31, 1996.

The  provision  for loan  losses  charged to  operations  during the first three
months was $285,600 in 1997 and $231,000 in 1996.  The increase in the provision
was a result of the large growth in outstanding loans and not a deterioration of
the loan  portfolio.  Charge-offs,  net of  recoveries,  were $44,730 or .01% of
average  loans  outstanding,  during the three months  ended March 31, 1997,  as
compared to $26,384 or .01% of average loans outstanding, during the same period
in 1996.  The ratio of  non-accrual  loans to total  loans was .22% at March 31,
1997, .19% at December 31, 1996, and .26% at March 31, 1996. Management believes
that reserves and asset values are adequate to facilitate the timely disposition
of these assets.
                                        9

<PAGE>

Net Non-Interest Income

Non-interest  income  increased  22.06%  for the first  three  months of 1997 as
compared  to the same  period a year  earlier.  Non-interest  income  from  core
operations continues to increase as the Company expands fee income areas such as
trust services and credit cards.  The Company's  financial  services company has
continued to mature and is  contributing  favorably  to non  interest  income as
nontraditional banking services are considered by depositors.

Non-interest  expense increased  $399,325 or 12.56%,  for the three-month period
ended  March 31,  1997,  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 new branch locations) . Insurance premiums on deposits insured by
the  savings  association  insurance  fund  of  the  Federal  Deposit  Insurance
Corporation were reduced during the fourth quarter after a one-time assessment.

Financial Condition

The Company's  total assets at March 31, 1997 and 1996,  were  $443,570,565  and
$328,432,306,  respectively,  and  $429,711,291  at December 31,  1996.  Average
earning  assets  for the first  three  months of 1997 were  $400,146,000  versus
$346,930,000  for the same period a year  earlier,  an increase of 15.34%.  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  $306,046,000  represented  76.48% of average  earning  assets
during the first three months of 1997.  During the same period in 1996,  average
loans totaled  $257,893,000,  or 74.34% of average earning  assets.  Gross loans
increased to  $313,870,002  at March 31, 1997,  a 1.54%  increase  over loans at
December 31, 1996. It is  anticipated  that general loan growth will continue to
mirror  the  economy  generally,  however,  competition  for  quality  loans may
adversely effect the net interest margins.

Securities  averaged  $86,434,000  during the three  months ended March 31, 1997
versus  $84,988,000  for the same period a year ago.  The  securities  portfolio
represented  21.60% of earning  assets at March 31, 1997 and 24.50% at March 31,
1996.  The Company  shifted funds from the  securities  portfolio  into the loan
portfolio  in an effort to  capitalize  on the strong loan demand in our markets
and to increase net interest income. At March 31, 1997, the securities portfolio
had  unrealized  losses of  approximately  $66,661.  A gain of $524 was realized
during the first  quarter of 1997.  Securities  held to maturity with a carrying
value of  approximately  $27.5 million were  scheduled to mature within the next
five years.  Of this amount,  $8.4 million were  scheduled to mature  within one
year.  Securities available for sale with a carrying value of $47.3 million were
scheduled to mature  within the next five years.  Of this amount,  $23.9 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.

                                        10
<PAGE>

Average interest bearing  liabilities rose 13.98%,  to $355,714,000 in the first
three months of 1997,  from an average of $312,072,000 in the first three months
of 1996. Total deposits  increased 14.50% from March 31, 1997 to March 31, 1996,
and 3.61% from  December 31, 1996 to March 31, 1997. As the Company gains market
share and opens additional offices, deposits will continue to increase.

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,
1997, the Company's ratio of total Tier I capital to total assets,  adjusted for
the loans loss allowance and  intangibles,  was 9.16% and the Company's ratio of
total capital to  risk-adjusted  assets was 14.24% which includes  12.99% 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,  1997,  the  Company had a  liquidity  ratio of 28.94%.  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>


CAROLINA FIRST BANCSHARES, INC.
- -------------------------------------------------------------
AVERAGE BALANCE SHEET AS MARCH 31,
- -------------------------------------------------------------
(In Thousands)
<TABLE>
<CAPTION>


                                                                        1997                             1996
                                                                   ---------------                  --------------

                                                                      Interest                             Interest
                                                         Average      Income/        Average    Average    Income/        Average
                                                         Balance      Expense         Rate      Balance    Expense         Rate
                                                        --------------------------------------- -----------------------------------
<S>                                                     <C>           <C>              <C>     <C>          <C>               <C>

Assets

Interest bearing deposits in other banks ..........     $    451      $      3         2.66%       360      $     9           10.00%
Taxable securities ................................       78,874         1,197         6.07%    74,434        1,139            6.12%
Non-taxable securities ............................        7,560           128         6.77%    10,554          148            5.61%
Federal funds sold and securities
   purchased with agreements to
   resell .........................................        7,215            95         5.27%     3,689           39            4.23%
Loans .............................................      306,046         7,286         9.52%   257,893        6,256            9.70%
                                                         -------        -------                -------        -----

   Interest earning assets ........................      400,146         8,709         8.71%   346,930        7,591            8.75%
                                                                        -------                               -----
Cash and due from banks ...........................     $ 15,167                              $ 12,803
Other assets ......................................       17,191                                16,189
                                                         -------                               --------

Total assets ......................................     $432,504                              $375,922
                                                         =======                               =======


Liabilities and Shareholders' Equity

Interest bearing deposits
  Demand ..........................................     $ 92,178      $    550         2.39%  $ 81,769      $   484            2.37%
  Savings .........................................       39,722           248         2.50%    41,636          262            2.52%
  Time ............................................      218,107         3,000         5.50%   187,117        2,657            5.68%
Other borrowings ..................................        5,707            61         4.28%     1,550           29            7.48%
                                                         -------         -------               --------       -----

   Interest bearing liabilities ...................      355,714         3,859         4.34%   312,072        3,432            4.40%
                                                         -------         -----                 --------       -----
Other liabilities .................................       40,634                                33,685
Shareholders' equity ..............................       36,156                                30,163
                                                         -------                                ------


Total liabilities and shareholders'
   equity .........................................     $432,504                               $375,920
                                                         =======                                =======

Interest rate spread ..............................                                    4.37%                                   4.35%
                                                                                       ======                                  =====



Net interest earned and net
   yield on earning assets ........................                      $  4,850      4.92%                  $ 4,159          4.86%
                                                                            =====      =====                   =======         =====
</TABLE>




                                                                    12



<PAGE>

CAROLINA FIRST BANCSHARES, INC.
- ----------------------------------------------------
RATE / VOLUME ANALYSIS
- ----------------------------------------------------
FOR THE PERIOD ENDED MARCH 31, 1997 AND 1996
- ----------------------------------------------------
(In Thousands)





<TABLE>
<CAPTION>



                                                                                               Increase/(Decrease)
                                                                                                      due to
                                                                              1996            Volume           Rate           1997
                                                                             Inc/exp                                        Inc/exp
                                                                       -------------------------------------------------------------
<S>                                                                          <C>              <C>              <C>             <C>

Interest Income:
     Loans .......................................................           6,256            1,146            (116)           7,286
     Securities - tax - exempt ...................................             148              (51)             31              128
     Securities - taxable ........................................           1,139               67              (9)           1,197
     Federal funds sold & interest bearing
          balances in other banks ................................              48               46               4               98
                                                                             -----            -----             ----           -----

          Total Interest Income ..................................           7,591            1,209             (91)           8,709


Interest Expense:
     Interest Bearing Demand .....................................             484               62               4              550
     Savings .....................................................             262              (12)             (2)             248
     Time ........................................................           2,657              426             (83)           3,000
     Other Borrowings ............................................              29               44             (12)              61
                                                                             -----            ------            ----           -----

          Total Interest Expense .................................           3,432              521             (94)           3,859
                                                                             -----            ------            ----           -----

          Net Interest Income ....................................           4,159              688               3            4,850
                                                                             =====            ======            ====           =====
</TABLE>



                                                                          13

<PAGE>


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>





                                                    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 13, 1997                       By:     /s/ D. Mark Boyd,III
     -------------------------            --------------------------------
                                            D. Mark Boyd, III
                                            Chairman and Chief Executive Officer



Date:  May 13, 1997                        By:    /s/ Jan H.Hollar
     -------------------------             -------------------------------
                                             Jan H. Hollar
                                             Principal Accounting Officer



                                        15


<TABLE> <S> <C>


<ARTICLE>                                            9
<CIK>                                          0000846465
<NAME>                        CAROLINA FIRST BANCSHARES, INC.
<MULTIPLIER>                                   1
<CURRENCY>                                     US DOLLARS
       
<S>                             <C>
<PERIOD-TYPE>                   3-MOS
<FISCAL-YEAR-END>                              DEC-31-1997
<PERIOD-START>                                 JAN-01-1997
<PERIOD-END>                                   MAR-31-1997
<EXCHANGE-RATE>                                1
<CASH>                                         16,663,670
<INT-BEARING-DEPOSITS>                         614,764
<FED-FUNDS-SOLD>                               14,050,000
<TRADING-ASSETS>                               0
<INVESTMENTS-HELD-FOR-SALE>                    49,595,714
<INVESTMENTS-CARRYING>                         35,990,715
<INVESTMENTS-MARKET>                           36,079,899
<LOANS>                                        313,870,002
<ALLOWANCE>                                    4,729,827
<TOTAL-ASSETS>                                 443,570,565
<DEPOSITS>                                     398,886,154
<SHORT-TERM>                                   0
<LIABILITIES-OTHER>                            8,600,829
<LONG-TERM>                                    0
                          0
                                    0
<COMMON>                                       5,136,795
<OTHER-SE>                                     30,946,787
<TOTAL-LIABILITIES-AND-EQUITY>                 443,570,565
<INTEREST-LOAN>                                7,286,496
<INTEREST-INVEST>                              1,324,435
<INTEREST-OTHER>                               98,352
<INTEREST-TOTAL>                               8,709,283
<INTEREST-DEPOSIT>                             3,798,283
<INTEREST-EXPENSE>                             60,723
<INTEREST-INCOME-NET>                          4,850,277
<LOAN-LOSSES>                                  285,600
<SECURITIES-GAINS>                             524
<EXPENSE-OTHER>                                3,579,151
<INCOME-PRETAX>                                2,193,689
<INCOME-PRE-EXTRAORDINARY>                     2,193,689
<EXTRAORDINARY>                                0
<CHANGES>                                      0
<NET-INCOME>                                   1,437,413
<EPS-PRIMARY>                                  0.69
<EPS-DILUTED>                                  0.69
<YIELD-ACTUAL>                                 4.92
<LOANS-NON>                                    668,056
<LOANS-PAST>                                   258,000
<LOANS-TROUBLED>                               0
<LOANS-PROBLEM>                                0
<ALLOWANCE-OPEN>                               4,488,958
<CHARGE-OFFS>                                  76,368
<RECOVERIES>                                   31,638
<ALLOWANCE-CLOSE>                              4,729,827
<ALLOWANCE-DOMESTIC>                           0
<ALLOWANCE-FOREIGN>                            0
<ALLOWANCE-UNALLOCATED>                        0
        


</TABLE>


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