8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): May 11, 2009

BANK OF THE CAROLINAS CORPORATION

(Exact name of registrant as specified in its charter)

North Carolina	000-52195	20-4989192
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

135 Boxwood Village Drive Mocksville, North Carolina	27028
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (336) 751-5755

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02. Results of Operations and Financial Condition.

On May 11, 2009, we issued a press release announcing our results of operations for the three months ended March 31, 2009. A copy of the press release is attached as Exhibit 99.01 to this Report.

Item 9.01. Financial Statements and Exhibits.

(c) Exhibits. The following exhibit accompanies this Report:

Exhibit No.	Exhibit Description
99.01	Copy of press release dated May 11, 2009

DISCLOSURES ABOUT FORWARD LOOKING STATEMENTS

This Report and its exhibits contain statements relating to our financial condition, results of operations, plans, strategies, trends, projections of results of specific activities or investments, expectations or beliefs about future events or results, and other statements that are not descriptions of historical facts. Those statements, may be forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Forward-looking statements may be identified by terms such as “may”, “will”, “should”, “could”, “expects”, “plans”, “intends”, “anticipates”, “believes”, “estimates”, “predicts”, “forecasts”, “potential” or “continue,” or similar terms or the negative of these terms, or other statements concerning opinions or judgments of our management about future events. Forward-looking information is inherently subject to risks and uncertainties, and actual results could differ materially from those currently anticipated due to a number of factors, which include, but are not limited to, risk factors discussed in our Annual Report on Form 10-K and in other documents we file with the Securities and Exchange Commission from time to time. Copies of those reports are available directly through the Commission’s website at www.sec.gov. Other factors that could influence the accuracy of such forward-looking statements include, but are not limited to, (a) pressures on the earnings, capital and liquidity of financial institutions resulting from current and future adverse conditions in the credit and equity markets and the banking industry in general (b) changes in competitive pressures among depository and other financial institutions or in our ability to compete successfully against the larger financial institutions in our banking markets; (c) the financial success or changing strategies of our customers; (d) actions of government regulators, or changes in laws, regulations or accounting standards, that adversely affect our business; (e) changes in the interest rate environment and the level of market interest rates that reduce our net interest margins and/or the volumes and values of loans we make and securities we hold; (f) changes in general economic or business conditions and real estate values in our banking markets (particularly changes that affect our loan portfolio, the abilities of our borrowers to repay their loans, and the values of loan collateral); and (g) other developments or changes in our business that we do not expect. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. All forward-looking statements attributable to us are expressly qualified in their entirety by the cautionary statements in this paragraph. We have no obligation, and we do not intend, to update these forward-looking statements.

2

SIGNATURES

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

	BANK OF THE CAROLINAS CORPORATION
	(Registrant)
Date: May 12, 2009
	By:	/S/ Michelle L. Clodfelter
		Michelle L. Clodfelter
		Principal Financial Officer

3

EX-99.01

Exhibit 99.01

PRESS RELEASE

For Immediate Release

Bank of the Carolinas Corporation Reports

First Quarter Financial Results

MOCKSVILLE, NORTH CAROLINA, May 11, 2009 — Bank of the Carolinas Corporation (Nasdaq: BCAR), today reported financial results for the three months ended March 31, 2009.

For the three month period ended March 31, 2009, the Company reported a net loss of $655,000, as compared to a net loss of $5,000 in the first quarter of 2008. Diluted loss per share was $0.17 for the first quarter of 2009 compared to $0.00 per diluted share for the same period in 2008. First quarter results were significantly affected by the continued compression of the Company’s net interest margin, a higher provision for loan loss expense and higher levels of non-interest expense versus the year ago period.

For the three months ended March 31, 2009, the Company’s net interest margin declined to 2.57% as compared to 2.77% for the first quarter of 2008. The decrease was largely attributable to the continuation of the artificially low discount rate enacted by the Federal Reserve which has led to a decline in the yield on our earning assets. As a result, our interest bearing liabilities have not repriced as quickly as our interest earning assets which has led to the decrease in our net interest margin

The Company’s non-performing assets increased during the quarter. Non-performing assets at March 31, 2009 were $15.9 million or 2.65% of total assets as compared to $12.3 million or 2.20% at December 31, 2008 and $10.7 million or 2.09% at March 31, 2008. The Company’s non-performing loans as a percentage of total loans also increased from the previous quarter end. These ratios were 1.66% at March 31, 2009, 1.15% at December 31, 2008 and 2.07% at March 31, 2008. Of our non-performing loans, two loans with a combined balance of $4.0 million have a 75% USDA guarantee on the remaining balance. The Company had no loans accruing interest at March 31, 2009 which were 90 days or more past due. As with many other banks in our industry we continue to face credit challenges. As always, we remain committed to helping our customers weather the current economic storm to the best of our ability while being aggressive in identifying troubled assets in our portfolio.

The provision for loan losses totaled $700,000 for the quarter versus $314,000 in 2008. The allowance for loan losses was 1.71% of total loans as of March 31, 2009 and annualized net charge-offs were 0.04% of average loans outstanding.

In comparing 2009 versus 2008, non-interest expense increased approximately $411,000. Salaries and benefits decreased $176,000, occupancy expense increased $63,000 and other non-interest expense increased $524,000. The decrease in salary and benefits are the result of the Bank’s efforts to reduce expense. The $524,000 increase in other non-interest expense was

primarily attributable to an increase in FDIC deposit insurance expense as well as increased consulting and audit fees. The Company experienced a slight decline in non-interest income for the three month period in 2009 versus 2008, which was primarily due to a recorded loss in our wholly owned subsidiary, East Atlantic Properties, which houses most of our income producing OREO properties.

In late March 2009, the Company was approved for participation in the Capital Purchase Program (CPP) by the United States Treasury department. On April 17, 2009, the Company accepted a $13.179 capital infusion from the United States Treasury. The series A preferred stock issued in conjunction with this capital infusion from the government is considered Tier 1 capital. The stock will pay cumulative dividends of 5% per annum for the first five years and 9% per annum thereafter. The Treasury was also issued warrants to purchase an additional 475,024 shares of the Company’s stock at a price of $4.16 per share with a term of ten years.

Total assets at March 31, 2009 amounted to $600.6 million, an increase of 6.8% when compared to the prior year end amount of $562.0 million. Net loans remained virtually flat from year end, while deposits grew to $485.2 million, a 9.2% increase over the prior year end.

Bank of the Carolinas Corporation is the holding company for Bank of the Carolinas, a state chartered bank headquartered in Mocksville, NC with offices in Advance, Asheboro, Cleveland, Concord, Harrisburg, King, Landis, Lexington and Winston-Salem. Common stock of the Company is traded on the NASDAQ Global Market under the symbol BCAR.

This press release contains forward-looking statements as defined by federal securities laws. These statements may address issues that involve significant risks, uncertainties, estimates and assumptions made by management. Actual results could differ materially from current projections. Bank of the Carolinas Corporation undertakes no obligation to revise these statements following the date of this press release.

For further information contact:

Michelle L. Clodfelter

Principal Financial Officer

Bank of the Carolinas

(336) 998-1799 x 207

Bank of the Carolinas Corporation

Consolidated Balance Sheets

(In Thousands Except Share Data)

(Unaudited)

	March 31, 2009			December 31, 2008
Assets
Cash and Due from Banks	$	7,692		$	8,271
Interest-Bearing Deposits in Banks		3,086			2,220
Federal Funds Sold		9,000			—
Securities Available for Sale		136,857			108,639
Securities Held to Maturity		4,362			4,500
Loans		406,449			405,402
Less, Allowance for Loan Losses		(6,969	)		(6,308	)
Total Loans, Net		399,480			399,094
Properties and Equipment		15,374			15,324
Other Assets		24,793			28,459
Total Assets	$	600,644		$	562,007
Liabilities
Non-interest Bearing Demand Deposits	$	31,439		$	27,507
Interest Bearing Demand Deposits		278,527			238,551
Savings Deposits		21,428			21,903
Time Deposits		153,879			156,579
Total Deposits		485,273			444,540
Other Borrowings		30,855			32,855
Repurchase Agreements		46,533			46,557
Other Liabilities		1,848			1,464
Total Liabilities		564,509			525,416
Shareholders’ Equity
Preferred Stock, Par Value $0 Per Share:
Authorized 10,000,000 Share: None Issued		—			—
Common Stock, Par Value $5 Per Share:
Authorized 15,000,000 Shares; Issued 3,891,174 Shares in 2009 and 3,920,752 Shares in 2008		19,456			19,456
Additional Paid-In Capital		11,630			11,625
Retained Earnings		3,413			4,067
Accumulated Other Comprehensive Income (Loss)		1,636			1,443
Total Shareholders’ Equity		36,135			36,591
Total Liabilities and Shareholders’ Equity	$	600,644		$	562,007

Bank of the Carolinas Corporation

Consolidated Statements of Income

(In Thousands Except Share and Per Share Data)

(Unaudited)

	Three Months Ended March 31,
	2009			2008
Interest Income
Interest and Fees on Loans	$	6,052		$	7,091
Interest on Securities		1,463			726
Federal Funds Sold		6			76
Deposits in Other Banks		16			4
Total Interest Income		7,537			7,897
Interest Expense
Deposits		3,542			4,386
Borrowed Funds		811			273
Total Interest Expense		4,353			4,659
Net Interest Income		3,184			3,238
Provision for Loan Losses		700			314
Net Interest Income After Provision for
Loan Losses		2,484			2,924
Other Income
Customer Service Fees		286			292
Mortgage Loan Broker Fees		22			36
Investment Services		1			9
Income from Bank Owned Life Insurance		89			88
Other Income		(60	)		27
Total Other Income		338			452
Noninterest Expense
Salaries and Benefits		1,718			1,894
Occupancy and Equipment		562			499
Other Noninterest Expense		1,512			988
Total Noninterest Expense		3,792			3,381
Income (Loss) Before Income Taxes		(970	)		(5	)
Income Taxes		(315	)		—
Net Income (Loss)	$	(655	)	$	(5	)
Earnings Per Share
Basic	$	(0.17	)	$	—
Diluted	$	(0.17	)	$	—
Weighted Average Shares Outstanding
Basic		3,891,174			3,920,752
Diluted		3,891,174			3,977,182

Bank of the Carolinas Corporation

Performance Ratios

	As of or for the Three Months Ended March 31,
	2009		2008		Change*
Financial Ratios
Return On Average Assets **	-0.44	%	0.00	%	(44	) BP
Return On Average Shareholders’ Equity **	-7.18	%	-0.05	%	(713	)
Net Interest Margin **	2.57	%	2.77	%	(20	)
Asset Quality Ratios
Net-chargeoffs to Average Loans **	0.04	%	0.21	%	(17	) BP
Nonperforming Loans To Total Loans	2.44	%	2.07	%	37
Nonperforming Assets To Total Assets	2.65	%	2.09	%	56
Allowance For Loan Losses To Total Loans	1.71	%	1.07	%	64

* BP denotes basis points.

** Ratio annualized.