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 September 30, 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 4,120,471 SHARES OF COMMON STOCK, PAR VALUE $2.50 PER SHARE, OUTSTANDING AS OF November 13, 1997 CAROLINA FIRST BANCSHARES, INC. AND SUBSIDIARY COMPANIES INDEX PAGE PART I. FINANCIAL INFORMATION Item 1. Financial Statements Consolidated Balance Sheets - September 30, 1997 and December 31, 1996 3 Consolidated Statements of Operations - Three and Nine Months Ended September 30, 1997 and 1996 4 Consolidated Statements of Changes in Shareholder's Equity - Nine Months Ended September 30, 1997 and 1996 5 Consolidated Statements of Cash Flows - Nine Months Ended September 30, 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 - 12 PART II. OTHER INFORMATION 13 Signatures 14 CAROLINA FIRST BANCSHARES, INC. AND SUBSIDIARY COMPANIES - ------------------------------------------------------------- CONSOLIDATED BALANCE SHEETS (UNAUDITED) - ------------------------------------------------------------- SEPTEMBER 30, DECEMBER 31, -------------------- --------------------- 1997 1996 -------------------- --------------------- Assets: Cash and due from banks $19,228,904 $16,343,459 Federal funds sold 6,300,000 2,982,000 ------------ ----------- Total cash and cash equivalents 25,528,904 19,325,459 Interest bearing deposits in other banks 645,159 426,766 Investment securities (market value $31,836,722 in 1997 and $39,275,715 in 1996) 31,546,757 38,920,273 Securities available for sale (cost of $88,662,642 in 1997 and $48,612,087 in 1996) 89,529,121 48,696,412 Loans, net of unearned income ( $449,486 in 1997 and $405,263 in 1996) 333,038,946 309,112,008 Allowance for loan losses (4,872,689) (4,488,958) ------------ ------------ Loans, net 328,166,257 304,623,050 Premises and equipment, net 9,721,666 9,509,172 Other real estate owned 410,734 141,067 Other assets 11,039,302 8,069,092 ------------- ------------- Total Assets $496,587,900 $429,711,291 ============= ============= Liabilities and Shareholders' Equity Deposits: Demand $49,380,307 $37,858,889 Interest bearing demand accounts 108,869,937 93,376,439 Savings 46,467,170 39,445,821 Time, $100,000 and over 48,281,382 40,355,803 Other time 195,402,494 173,966,334 ------------- ------------- Total deposits 448,401,290 385,003,286 Repurchase agreements 4,931,298 5,862,026 Other liabilities 3,984,747 3,844,123 ------------- ------------- Total Liabilities 457,317,335 394,709,435 Shareholders' Equity: Common stock, $2.50 par value; authorized --- 5,000,000 shares; issued and outstanding - 4,120,471 shares in 1997, and 2,052,971 shares in 1996 10,301,178 5,132,428 Additional paid-in capital 11,371,347 16,442,810 Retained earnings 17,054,805 13,378,236 Net unrealized loss on available for sale securities 543,235 48,382 -------------- ------------- Total Shareholders' Equity 39,270,565 35,001,856 Commitments and Contingent Liabilities ----- ----- Total Liabilities and Shareholders' Equity $496,587,900 $429,711,291 ============== ============= Book Value Per Share $9.53 $8.53 ============== ============= 3 CAROLINA FIRST BANCSHARES, INC. AND SUBSIDIARY COMPANIES - ------------------------------------------------------------- CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) - ------------------------------------------------------------- Quarter Ended Nine Months Ended September 30, September 30, -------------------------------------- -------------------------------------- 1997 1996 1997 1996 ----------------- ----------------- ----------------- ----------------- Interest Income: Interest and fees on loans $8,109,543 $7,094,420 $23,028,438 $20,066,783 Interest and dividends on securities: Taxable income 1,681,564 1,073,586 4,279,354 3,331,017 Non-taxable income 113,452 146,869 363,210 455,053 Interest on federal funds sold 111,135 48,133 336,550 124,148 Other interest income 10,203 (16,525) 36,960 10,246 ---------- ----------- ----------- ----------- Total interest income 10,025,897 8,346,483 28,044,512 23,987,247 Interest Expense: Interest on deposits 4,353,245 3,563,019 12,227,573 10,389,265 Interest on notes payable 29,483 28,874 37,373 80,461 Interest on repurchase accounts 48,663 53,331 154,386 113,955 ---------- ----------- ----------- ----------- Total interest expense 4,431,391 3,645,224 12,419,332 10,583,681 ---------- ----------- ----------- ----------- Net Interest Income 5,594,506 4,701,259 15,625,180 13,403,566 Provision for Loan Losses 242,000 284,000 740,333 821,000 ---------- ----------- ----------- ----------- Net Credit Income 5,352,506 4,417,259 14,884,847 12,582,566 Other Income: Charges on deposit accounts 613,861 545,104 1,763,278 1,543,700 Insurance commissions 64,074 155,447 465,390 389,005 Other service fees and commissions 293,223 198,307 787,031 567,543 Mortgage banking income 99,643 96,306 323,726 301,995 Securities gains (losses), net 55,740 4 66,629 8,645 Other income 220,287 176,546 589,069 401,608 ---------- ----------- ----------- ----------- Total other income 1,346,828 1,171,714 3,995,123 3,212,496 Operating Expenses: Salaries and benefits 2,325,593 1,976,495 6,498,565 5,580,486 Occupancy and equipment 543,589 433,126 1,494,381 1,203,716 Federal and other insurance premiums 35,296 517,265 98,725 662,974 Office supplies 189,984 138,943 475,670 331,918 Data processing 117,287 97,062 335,623 285,417 Other expenses 1,110,875 835,502 3,147,617 2,491,115 ---------- ----------- ----------- ----------- Total operating expenses 4,322,624 3,998,393 12,050,581 10,555,626 ---------- ----------- ----------- ----------- Income Before Income Taxes 2,376,710 1,590,580 6,829,389 5,239,436 Income Taxes 813,491 590,078 2,329,541 1,906,277 ---------- ----------- ----------- ----------- Net income $1,563,219 $1,000,502 $4,499,848 $3,333,159 ========== =========== =========== =========== Net Income Per Common Share $0.37 $0.24 $1.07 $0.80 ========== =========== =========== =========== 4 CAROLINA FIRST BANCSHARES, INC. AND SUBSIDIARY COMPANIES CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1997 AND 1996 (UNAUDITED) COMMON STOCK ADDITIONAL ------------------------- PAID-IN RETAINED VALUATION SHAREHOLDERS' SHARES AMOUNT CAPITAL EARNINGS RESERVE EQUITY ----------- ----------- ----------- ----------- ----------- ----------- BALANCE, DECEMBER 31, 1995 1,632,458 $4,081,145 $17,377,333 $9,585,436 $79,065 $31,122,979 EXERCISE OF STOCK OPTIONS 7,657 19,143 56,113 75,256 CASH DIVIDEND ($.17 PER SHARE) (639,195) (639,195) 5-FOR-4 STOCK SPLIT 409,586 1,023,965 (1,049,261) (25,296) RETIREMENT OF STOCK (3,078) (7,695) (86,717) (94,412) DIVIDEND REINVESTMENT PLAN 5,104 12,760 148,092 160,852 CHANGE IN UNREALIZED GAIN ON SECURITIES AVAILABLE FOR SALE (217,460) (217,460) NET INCOME 3,333,159 3,333,159 ---------- --------- ---------- ---------- -------- ---------- BALANCE, SEPTEMBER 30, 1996 2,051,727 5,129,318 16,445,560 12,279,400 (138,395) 33,715,883 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 8,006 20,015 91,289 111,304 CASH DIVIDEND ($.20 PER SHARE) (823,279) (823,279) 2-FOR-1 STOCK SPLIT 2,060,298 5,150,745 (5,150,745) 0 RETIREMENT OF STOCK (1,694) (4,235) (43,605) (47,840) DIVIDEND REINVESTMENT PLAN 890 2,225 31,598 33,823 CHANGE IN UNREALIZED GAIN ON SECURITIES AVAILABLE FOR SALE 494,853 494,853 NET INCOME 4,499,848 4,499,848 ---------- ----------- ----------- ----------- -------- ----------- BALANCE, SEPTEMBER 30, 1997 4,120,471 $10,301,178 $11,371,347 $17,054,805 $543,235 $39,270,565 ========== =========== =========== =========== ======== =========== 5 CAROLINA FIRST BANCSHARES, INC. AND SUBSIDIARY COMPANIES - ------------------------------------------------------------------------- CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1997 AND 1996 (UNAUDITED) - ------------------------------------------------------------------------- September 30, September 30, ------------ ------------ 1997 1996 ------------ ------------ Operating Activities: Net Income $ 4,499,848 $ 3,333,159 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 1,023,974 714,901 Accretion and amortization of securities discounts and premiums, net (50,108) 218,191 Provision for loan losses 740,333 821,000 Deferred taxes (benefit) (634,148) (345,186) Gains on sales of securities available for sale (27,324) -- Gains on calls and maturities of securities held to maturity (1,812) (8,490) Losses on calls and maturities of securities held to maturity 98 750 Gains on sales of equipment, net (4,810) (2,417) Gains on sales of real estate, net (66,179) (86,943) Net increase in core deposit intangibles (2,541,876) -- Decrease in other assets 34,734 54,012 Increase in other liabilities 155,220 895,453 ------------ ------------ Net cash provided by operating activities 3,127,950 5,594,430 ------------ ------------ Investing Activities: Proceeds from maturities of securities available for sale 21,180,881 7,178,228 Proceeds from sales of securities available for sale 1,776,467 3,500,000 Purchases of securities available for sale (63,191,157) (14,396,374) Proceeds from calls and maturities of securities held to maturity 8,336,740 16,099,810 Purchases of securities held to maturity (988,125) (5,074,375) Purchases and maturities of certificates of deposit, net (218,529) (69,275) Originations of loans, net (24,613,827) (43,463,229) Proceeds from sale of real estate 120,299 346,879 Proceeds from sales of premises and equipment 583,469 6,130 Capital expenditures (1,637,411) (1,284,226) ------------ ------------ Net cash used in investing activities (58,651,193) (37,156,432) ------------ ------------ Financing Activities: Increase in time deposits, net 29,361,739 24,735,484 Increase in other deposits, net 34,036,265 12,830,943 Increase (decrease) in borrowed funds, net (930,728) 6,444,004 Repayment of notes payable (14,596) (13,811) Repurchase of stock (47,840) (94,412) Payment of cash dividends and fractional shares (823,279) (664,491) Issuance of stock 145,127 236,108 ------------ ------------ Net cash provided by financing activities 61,726,688 43,473,825 ------------ ------------ Net Increase (Decrease) in Cash and Cash Equivalents 6,203,445 11,911,823 Cash and Cash Equivalents, Beginning of Year 19,325,459 15,391,366 ============ ============ Cash and Cash Equivalents, End of Year $ 25,528,904 $ 27,303,189 ============ ============ Supplemental disclosures of cash flow information: Interest paid $ 12,197,107 $ 10,442,307 Income taxes paid 2,895,456 2,666,157 Supplemental disclosure on noncash investing and financing activities: Decrease in net unrealized loss 494,853 (217,460) Assets transferred to other real estate 330,287 289,649 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. 6 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 September 30, 1997 and December 31, 1996 the results of operations for the three and nine-month periods ended September 30, 1997 and 1996, and cash flows for the nine-month periods ended September 30, 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 and nine-month periods ended September 30, 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 2-for-1 stock split payable August 22, 1997. Earnings per share in this filing have been adjusted for this stock split. 7 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 and nine-month periods ended September 30, 1997 and 1996. General Net income for the quarter ended September 30, 1997, was $1,563,219, or $.37 per share, compared to net income of $1,000,502, or $.24 per share, for the same period in 1996. Net income for the nine-month period ended September 30, 1997, was $4,499,848, or $1.07 per share, compared to net income of $3,333,159, or $.80 per share, for the same period in 1996. Earnings for the third quarter of 1996 were negatively impacted by $284,211 or $.06 per share by the one time assessment for all Savings Associations Insurance Fund (SAIF) members. Net Interest Income/Margins Net interest income of $15,625,180 during the first nine-months of 1997 resulted from a net interest margin of 4.90% on average earning assets of $426.6 million. This compares with a net interest margin of 4.953% on average earning assets of $362.2 million generating net interest income of $13,403,566 for the same period in 1996. The interest rate earned on taxable securities has been reduced as the Company continues to invest in relatively short term government securities. The Company has, however, been able to sustain the strong net interest margin as average interest bearing liabilities have decreased slightly as a percentage of total liabilities and capital. This is the result of both increased capital and increases in noninterest bearing deposits. Interest rates have remained relatively stable and thus the change in the net interest margin is more a function of competition and investment options than changes in interest rates. 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 strong local economy. The increase in net interest income consists of an increase of $100,000 relative to rate and an increase of $2,122,000 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 nine-months ended September 30, 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 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 $4,872,689 or 1.46% of outstanding loans, at September 30, 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 nine months was $740,333 in 1997 and $821,000 in 1996. The decrease in the provision was a result of the Company's comfort level with the loan quality, the level of the allowance for loan losses and the stable growth in the loan portfolio. Charge-offs, net of recoveries, were $356,602 or .11% of average loans outstanding, during the nine months ended September 30, 1997, as compared to $154,056 or .05% of average loans outstanding, during the same period in 1996. The ratio of non-accrual loans to total loans was .25% at September 30, 1997, .19% at December 31, 1996, and .17% at September 30, 1996. While this ratio increased from December, it is still significantly less than peer banks. Management believes that reserves and asset values are adequate to facilitate the timely disposition of these assets. 9 Net Non-Interest Income Non-interest income increased 24.36% for the first nine 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. Also, the additional deposits recently acquired have boosted deposit related income. Non-interest expense increased $1,494,955 or 14.16%, for the nine-month period ended September 30, 1997, as compared to the same period a year earlier. Non-interest expense increased in relation to the additional branch acquisitions and branch opening. Specifically, occupancy and supplies were directly effected as well as other expenses which includes the amortization of the premium paid to acquire the deposits. Additionally, the expenses relative to our technology expenditures are apparent in the increase in equipment expense. Insurance premiums on deposits insured by the savings association insurance fund of the Federal Deposit Insurance Corporation were reduced during the fourth quarter of 1996 after a one-time assessment. Financial Condition The Company's total assets at September 30, 1997 and 1996, were $496,587,900 and $417,318,416, respectively, and $429,711,291 at December 31, 1996. Average earning assets for the first nine months of 1997 were $426,581,000 versus $362,297,000 for the same period a year earlier, an increase of 17.74%. This growth is the result of the strong local economy and the Company's continued expansion of its customer base. During the second quarter of 1997 the Company opened one new branch and acquired the deposits of three branches. During the third quarter of 1997 the Company opened one new branch. The Company will continue to look for ways to acquire business and grow in market share in the existing markets. Average loans of $315,820,000 represented 74.04% of average earning assets during the first nine months of 1997. During the same period in 1996, average loans totaled $276,562,000, or 76.34% of average earning assets. Gross loans increased to $333,038,946 at September 30, 1997, a 7.74% 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 $101,914,000 during the nine months ended September 30, 1997 versus $81,865,000 for the same period a year ago. The securities portfolio represented 23.89% of earning assets at September 30, 1997 and 22.60% at September 30, 1996. At September 30, 1997, the securities portfolio had unrealized losses of approximately $543,235. A gain of $55,740 was realized during the first three quarters of 1997. Securities held to maturity with a carrying value of approximately $24.1 million were scheduled to mature within the next five years. Of this amount, $7.7 million were scheduled to mature within one year. Securities available for sale with a carrying value of $87.2 million were scheduled to mature within the next five years. Of this amount, $31.8 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. The Company's securities portfolio has shifted toward the available for sale category due to the added flexibility allowed over the securities held to maturity. Average interest bearing liabilities rose 16.88%, to $379,273,000 in the first nine months of 1997, from an average of $324,507,000 in the first nine months of 1996. Total deposits increased 20.16% from September 30, 1996 to September 30, 1997, and 16.47% from December 31, 1996 to September 30, 1997. The second quarter acquisitions resulted in large growth rates. As the Company capitalizes on these acquisitions and gains market share, 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 September 30, 1997, the Company's ratio of total capital to risk-adjusted assets was 12.20% which includes 10.95% Tier I capital and the Company's ratio of total Tier I capital to total assets, adjusted for the loans loss allowance and intangibles, was 7.78%. 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 September 30, 1997, the Company had a liquidity ratio of 32.24%. 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. 10 CAROLINA FIRST BANCSHARES, INC. ------------------------------------------------ AVERAGE BALANCE SHEET AS SEPTEMBER 30, ------------------------------------------------ (In Thousands) 1997 1996 ----------- ----------- Interest Interest Average Income/ Average Average Income/ Average Balance Expense Rate Balance Expense Rate -------------- ----------- ----------- ----------- ----------- ---------- Assets Interest bearing deposits in other banks $553 $37 8.92% 468 $10 2.85% Taxable securities 94,816 4,279 6.02% 71,505 $3,331 6.21% Non-taxable securities 7,098 363 6.82% 10,360 $455 5.86% Federal funds sold and securities purchased with agreements to resell 8,294 337 5.42% 3,402 124 4.86% Loans 315,820 23,028 9.72% 276,562 20,067 9.67% --------- ------- --------- -------- Interest earning assets 426,581 28,044 8.77% 362,297 23,987 8.83% --------- --------- Cash and due from banks $16,547 $13,239 Other assets 19,221 16,548 --------- --------- Total assets $462,349 $392,084 ========= ========= Liabilities and Shareholders' Equity Interest bearing deposits Demand $101,367 $1,845 2.43% $84,551 $1,480 2.33% Savings 43,422 831 2.55% 41,148 777 2.52% Time 229,319 9,551 5.55% 193,545 8,133 5.60% Other borrowings 5,165 192 4.96% 5,263 194 4.91% --------- --------- Interest bearing liabilities 379,273 12,419 4.37% 324,507 10,584 4.35% --------- ------- --------- ------- Other liabilities 45,338 35,887 Shareholders' equity 37,738 31,595 --------- --------- Total liabilities and shareholders' equity $462,349 $391,989 ========= ========= Interest rate spread 4.40% 4.48% ===== ===== Net interest earned and net yield on earning assets $15,625 4.90% $13,403 4.95% ======= ===== ======= ===== 11 CAROLINA FIRST BANCSHARES, INC. - ---------------------------------------------- RATE / VOLUME ANALYSIS - ---------------------------------------------- FOR THE PERIOD ENDED SEPTEMBER, 1997 AND 1996 - ---------------------------------------------- (In Thousands) Increase/(Decrease) 1996 due to 1997 Inc/exp Volume Rate Inc/exp ------------------------------------------------------------------------ Interest Income: Loans 20,067 2,862 99 23,028 Securities - tax - exempt 455 (167) 75 363 Securities - taxable 3,331 1,052 (104) 4,279 Federal funds sold & interest bearing balances in other banks 134 210 30 374 ------ ------ ------ ------- Total Interest Income 23,987 3,958 99 28,044 Interest Expense: Interest Bearing Demand 1,480 306 59 1,845 Savings 777 44 10 831 Time 8,133 1,490 (72) 9,551 Other Borrowings 194 (4) 2 192 ------ ------ ------ ------- Total Interest Expense 10,584 1,836 (1) 12,419 ------ ------ ------ ------- Net Interest Income 13,403 2,122 100 15,625 ====== ====== ====== ======= 12 PART II - OTHER INFORMATION Item 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 13 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: November 13, 1997 By: /s/ D. Mark Boyd, III -------------------------- ------------------------- D. Mark Boyd, III Chairman and Chief Executive Officer Date: November 13, 1997 By: /s/ Jan H.Hollar -------------------------- ---------------------- Jan H. Hollar Principal Accounting Officer 14