TRIANGLE BANCORP INC
10-Q, 1996-05-14
STATE COMMERCIAL BANKS
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<PAGE>
                    U. S. SECURITIES AND EXCHANGE COMMISSION

                              Washington, DC 20549


                                    FORM 10-Q


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

                  For the quarterly period ended March 31, 1996



                        Commission file number - 0-21346


                             TRIANGLE BANCORP, INC.
             (Exact name of registrant as specified in its charter)


         North Carolina                                        56-1764546
(State or other jurisdiction of                             (I.R.S. Employer
incorporation or organization)                             Identification No.)


                              4300 Glenwood Avenue
                          Raleigh, North Carolina 27612
                    (Address of principal executive offices)
                                   (Zip Code)

                            Telephone: (919) 881-0455
                         (Registrant's telephone number)

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

Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.

         Common Stock                          9,680,291
             Class                     Outstanding at May 7, 1996


<PAGE>





                                    PART I - FINANCIAL INFORMATION


Item 1.  Financial Statements

         The Consolidated Balance Sheets as of March 31, 1996 and December 31,
         1995 and the Consolidated Statements of Income and Cash Flows for the
         three month periods ended March 31, 1996 and March 31, 1995 have been
         included as Attachments to this report.

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

         Highlights

         During the first quarter of 1996, Triangle Bancorp, Inc. ("the
         Company") continued its strategy of growth with the purchase of $55
         million in deposits from First Union National Bank. As part of this
         transaction, the Company's subsidiary, Triangle Bank ("Triangle") added
         two new markets and increased its size in two other markets.

         Operating Results for the Three Months Ended March 31, 1996  and 1995

         The Company's net income for the three months ended March 31, 1996 was
         $2,384,000 compared to $901,000 for the same period in 1995, an
         increase of 165%. Excluding 1995 first quarter after tax merger
         expenses of $840,000, earnings were $1,741,000 representing an increase
         of 37%. Earnings per common share were $0.24 for the three months ended
         March 31, 1996 compared to $0.10 ($0.17 without merger expenses) per
         common share for the same period in 1995.

         For the three months ended March 31, 1996 the annualized returns on
         average assets and equity were 1.19% and 12.92%, respectively, compared
         to 0.53% and 5.60%, respectively for the same period in 1995. Without
         merger expenses, the 1995 return on average assets and equity were
         1.02% and 10.82%.

         Core earnings for the period were positively impacted by an increase in
         net interest income due to an increase in the volume of earning assets
         and costing liabilities. This was offset by a compression of the net
         yield on earning assets to 4.88% as of March 31, 1996 from 5.30% as of
         March 31, 1995. The net interest income for the three months ended
         March 31, 1996 was $8,937,000 compared to $8,189,000 for the same
         period in 1995 an increase of $748,000 or 9%.

         For the three months ended March 31, 1996, a loan loss provision of
         $310,000 was made compared to a provision of $140,000 for the same
         period in 1995. The increase in provision is due to loan growth.

         Noninterest income for the three months ended March 31, 1996 was
         $1,977,000 compared to $1,659,000 for the same period in 1995 an
         increase of $318,000 or 19%. The increase of noninterest income is due
         to a $271,000 increase in service charges on deposit accounts due to a
         fee increase and an increase in the number of accounts in the first
         quarter of 1996, and a 

<PAGE>



         Part I, Item 2 (Continued)


         $53,000 increase in other commissions and fees, primarily in mortgage
         loan origination income.

         Noninterest expenses decreased by $1,527,000 for the three months ended
         March 31, 1996 compared to the same period in 1995 or 18%. A
         significant portion of this decrease was in merger expenses which were
         $6,000 for the three months ended March 31, 1996 compared to $1,334,000
         for the same period in 1995. In the first quarter of 1995, the Company
         acquired three banks resulting in the aforementioned merger expenses.
         Another cause for the decline in noninterest expenses in 1996 was the
         decrease in the Federal deposit insurance premium.


         Financial Condition

         Total assets were $837 million as of March 31, 1996 an increase of
         $42.6 million from December 31, 1995. The increase from December 31,
         1995 to March 31, 1996 is in the loan portfolio as well as in
         securities available for sale. This growth was funded by the purchase
         of $55 million in deposits from four branch offices of Raleigh Federal
         from First Union in January, 1996. With this purchase, a deposit
         premium of approximately $3.5 million was recorded resulting in an
         increase in intangible assets over the 1995 amount.

         The Company continued to maintain strong loan loss reserves during the
         period. As a result of loan growth, the provision was increased to
         $310,000 for the three months ended March 31, 1996 from $140,000 for
         same period in 1995. Nonaccrual loans were $1,119,000 at March 31, 1996
         versus $2,343,000 at March 31, 1995. The loan loss reserves at March
         31, 1996 were 1.50% of total loans. A summary of certain information
         related to the loan loss reserves and nonperforming assets as of March
         31, 1996 follows:



<PAGE>




Part I, Item 2 (Continued)


                RESERVE FOR LOAN LOSSES AND NONPERFORMING ASSETS
                             (Dollars in Thousands)

<TABLE>
<CAPTION>

Analysis of Reserve for Loan Losses:

<S>                                                                       <C>    
Beginning Balance, January 1, 1996                                        $ 8,402

Allowance disposed of in sale                                                 (98)

Deduct charge-offs:
         Commercial financial and agricultural                                  5
         Real estate, construction and land development                         9
         Installment loans to individuals                                      59
         Credit card and related plans                                         44
                                                                              117
Add recoveries:
         Commercial, financial and agricultural                               105
         Real estate, construction and land development                        10
         Installment loans to individuals                                      10
         Credit card and related plans                                          4
                                                                              129

Net recoveries                                                                 12

Additions charged to operations                                               310

Ending balance, March 31, 1996                                            $ 8,626

Ratio of net charge-offs to average loans outstanding during the period    (0.002%)

Analysis of Nonperforming Assets:

Nonaccrual loans:
         Commercial, financial and agricultural                           $   178
         Real estate, construction and land development                       776
         Installment loans to individuals                                     165
                                                                            1,119

Loans contractually past due 90 days or more
     as to principal or interest                                            1,250
Foreclosed assets                                                             359

TOTAL                                                                     $ 2,728

</TABLE>




Part 1, Item 2 (Continued)

         Financial Condition (Continued)

         Total deposits were $710 million at March 31, 1996 an increase of $48
         million from December 31, 1995. The increase from December 31, 1995 is
         due to the purchase of $55 million in deposits as discussed above.

         Capital

         The adequacy of capital is reviewed regularly, in light of current
         plans and economic conditions, to ensure that sufficient capital is
         available for current and future needs, to minimize the Company's cost
         of capital and to assure compliance with regulatory requirements. The
         Company's capital ratios as of March 31, 1996 are as follows:

<TABLE>
<CAPTION>


                                                     Actual                Required          Excess    
                                                    Percent                 Percent          Percent   
                                                                                                       
<S>                                                  <C>                    <C>               <C>  
         Tier 1   Capital to Risked Based Assets      9.91 %                 4.00 %            5.91 %  
                                                                                                       
         Total   Capital to Risked Based Assets      11.29 %                 8.00 %            3.29 %  
                                                                                                       
         Leverage Ratio                               7.52%                  4.00 %            3.52 %  
</TABLE>
                                                                           


                           PART II - OTHER INFORMATION


Item 1.  Legal Proceedings

         There are no material pending legal proceedings involving the Company.

Item 2. Changes in Securities

         There have been no changes in the rights of the holders of the common
stock of the Company.

Item 3. Defaults Upon Senior Securities

         Not Applicable.



<PAGE>


Part II (Continued)

Item 4. Submission of Matters to a Vote of Security Holders

         On April 23, 1996 the annual shareholders meeting was held by the
Company to vote (i) to elect eight members of the Board of Directors, (ii) to
consider a proposal to ratify the appointment of Coopers & Lybrand L.L.P. as
independent public accountants of the Company for 1996, and (iii) to consider
and act on any other matters that may properly come before the Annual Meeting.

Directors elected at the meeting:

<TABLE>
<CAPTION>

                           FOR                       AGAINST           ABSTAIN            NOT
                                                                                          VOTED

<S>                      <C>                         <C>                <C>         <C>
David T. Clancy          6,765,252                                      70,283

Syd W. Dunn, Jr.         6,760,251                                      75,284

Willie S. Edwards        6,761,736                                      73,799

Robert L. Guthrie        6,765,252                                      70,283

John B. Harris, Jr.      6,765,252                                      70,283

Earl Johnson, Jr.        6,763,988                                      71,547

O. A. Keller, III        6,763,421                                      72,114

J. L. Maxwell, Jr.       6,765,206                                      70,329
</TABLE>


Directors whose term of offices continued after the meeting:

H. Leigh Ballance, Jr.
James P. Godwin, Sr.
Wendell H. Murphy
Michael S. Patterson
N. Johnson Tilghman
Syndor M. White, Jr.
J. Blount Williams
Charles H. Ashford, Jr.
Edwin B. Borden
Robert E. Bryan, Jr.
William C. Burkhardt
N. Leo Daughtry
George W. Holt
Edythe P. Lumsden

The results of proposal 2, election of auditors, was 6,768,983 for, 15,316
against and 51,236 abstain.


<PAGE>


Part II (Continued)

Item 5. Other Information

         N/A


Item 6. Exhibits and Reports on Form 8-K

a)       Exhibits

         (19)     Report furnished to security holders.

b)       Reports on Form 8-K

         (i) A Form 8-K was filed on January 3, 1996. The 8-K reported the
         results of the Company and The Village Bank as of November 30, 1995
         pursuant to the Amended and Restated Agreement of Combination by and
         among the Company, Triangle Bank and The Village Bank. A Consolidated
         Balance Sheet and Income Statement of Triangle Bancorp, Inc. and
         Subsidiary as of and for the eleven months ended November 30, 1995 was
         included.

         (ii) A Form 8-K was filed on January 11, 1996 reporting the proforma
         financial results of the Company and The Village Bank as of September
         30, 1995 and for each of the years ended December 31, 1994, 1993 and
         1992. Consolidated proforma income statements were filed for the nine
         months ended September 30, 1995 and for each of the years ended
         December 31, 1994, 1993, and 1992.



<PAGE>




                      TRIANGLE BANCORP, INC. AND SUBSIDIARY
                           CONSOLIDATED BALANCE SHEETS
                                    UNAUDITED

<TABLE>
<CAPTION>


                                                                 March 31,              December 31,
ASSETS                                                              1996                    1995
<S>                                                               <C>                      <C>        
Cash and due from banks                                           $ 32,650,493             $39,788,852
Federal funds sold                                                             -             2,500,000
Interest-bearing deposits in banks                                     774,469                 727,870
Securities available for sale                                      114,664,803              95,655,464
Securities held to maturity, market value;
    $79,370,000 and $78,959,000                                     79,373,683              75,530,819
Loans held for sale                                                  2,275,045               3,496,948
Loans, less allowance for losses of
    $8,626,416 and $8,402,149                                      563,867,072             537,907,153
Premises and equipment, net                                         16,134,742              14,908,373
Interest receivable                                                  7,583,987               6,903,653
Deferred income taxes                                                6,315,687               6,102,077
Intangible assets                                                   11,812,168               8,610,768
Other assets                                                         1,848,638               2,564,612
                                                              -----------------       -----------------

                Total assets                                      $837,300,787            $794,696,589
                                                              -----------------       -----------------

LIABILITIES AND SHAREHOLDERS' EQUITY

Deposits:
   Noninterest-bearing demand                                     $120,831,868            $121,306,023
   Interest-bearing demand                                          82,025,186              83,643,146
   Savings and money market                                        147,342,884             136,852,591
   Large denomination certificates of deposit                       49,540,894              40,751,898
   Other time                                                      310,019,612             279,456,688
                                                              -----------------       -----------------

                Total deposits                                     709,760,444             662,010,346

Short-term debt                                                     43,441,386              49,420,534
Interest payable                                                     5,771,611               6,013,090
Other liabilities                                                    4,044,585               4,140,536
                                                              -----------------       -----------------

                Total other liabilities                             53,257,582              59,574,160
                                                              -----------------       -----------------

                Total liabilities                                  763,018,026             721,584,506
                                                              -----------------       -----------------

Commitments and contingencies*

SHAREHOLDERS' EQUITY

   Common stock, no par value 20,000,000                            56,824,385              56,608,316
      authorized; 9,685,291 shares and 9,663,578
      shares outstanding at March 31, 1996 and
      December 31, 1995
   Undivided profits                                                17,651,244              15,945,106
   Unrealized gain (loss) on securities available for sale            (192,868)                558,661
                                                              -----------------       -----------------

                Total shareholders' equity                          74,282,761              73,112,083
                                                              -----------------       -----------------

                Total liabilities and shareholders' equity        $837,300,787            $794,696,589
                                                              -----------------       -----------------
</TABLE>

*Standby letters of credit outstanding at March 31, 1996 amounted to $1,741,000

The accompanying notes are an integral part of the financial statements.



<PAGE>



                      TRIANGLE BANCORP, INC. AND SUBSIDIARY
                        CONSOLIDATED STATEMENTS OF INCOME
                                    UNAUDITED

<TABLE>
<CAPTION>

                                                       For the three         For the three
                                                        months ended         months ended
                                                       March 31, 1996       March 31, 1995
<S>                                                   <C>                    <C>          
INTEREST INCOME:
    Interest and fees on loans                        $     13,260,133       $  11,102,737
   Securities                                                2,624,155           2,422,590
    Interest bearing deposits                                    3,339               1,327
   Interest rate swap                                            3,785                   -
    Federal funds sold                                          27,979             160,464
                                                     ------------------    ------------------
     Total interest income                                   15,919,391         13,687,118

INTEREST EXPENSE:
   Large denomination certificates of deposit                  692,395             798,245
   Other deposits                                            5,870,912           4,359,637
    Short-term                                                 418,248             159,241
    Other borrowed funds                                           719             181,117
                                                     ------------------    ------------------
     Total interest expense                                  6,982,274           5,498,240
                                                     ------------------    ------------------

         Net interest income                                 8,937,117           8,188,878

Provision for loan losses                                      310,000             140,000
                                                     ------------------    ------------------

         Net interest income after provision
            for loan losses                                  8,627,117            8,048,878
                                                     ------------------    ------------------

NONINTERST INCOME:
    Service charges on deposit accounts                      1,385,744           1,115,115
    Other commissions and fees                                 494,733             441,641
    Gain (loss) on sale of securities                           (4,061)            (16,810)
    Gain on sale of foreclosed assets                           16,090              23,894
    Referral and bookkeeping fees                               46,929              93,651
    Other operating income                                      37,218               1,186
                                                     ------------------    ------------------
     Total noninterest income                                1,976,653           1,658,677
                                                     ------------------    ------------------

NONINTERST EXPENSE:
    Salaries and employee benefits                          3,158,794            3,214,469
    Occupancy expense                                         635,969              481,327
    Furniture and equipment expense                           559,579              554,760
   Professional fees                                          347,824              457,579
   Federal deposit insurance expense                           46,358              338,065
   Advertising and public relations                           243,684              179,077
   Office expenses                                            181,727              250,423
   Merger expense                                               6,160            1,334,200
   Amortization of intangible assets                          321,194              202,650
    Other operating expense                                 1,308,515            1,324,644
                                                     ------------------    ------------------
     Total noninterest expense                              6,809,804            8,337,194
                                                     ------------------    ------------------

Net income before income taxes                              3,793,966            1,370,361

Income tax expense                                          1,410,000              469,000
                                                     ------------------    ------------------

Net income                                            $     2,383,966     $        901,361
                                                     ------------------    ------------------

Primary income per share data:
    Net income                                        $          0.24     $          0.10
    Average common equivalent shares                        9,978,535           9,721,096

Income per share data assuming full dilution:
    Net income                                        $          0.24      $         0.10
   Average common equivalent shares                         9,978,491           9,722,396

Cash dividends declared per share                     $          0.07      $         0.03
</TABLE>


The accompanying notes are an integral part of the financial statements.



<PAGE>





                      TRIANGLE BANCORP, INC. AND SUBSIDIARY
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                    UNAUDITED

<TABLE>
<CAPTION>


                                                                                          March 31               March 31
                                                                                            1996                   1995
                                                                                      ----------------       ----------------
<S>                                                                                      <C>                   <C>          
Cash flows from operating activities:
  Net income                                                                             $  2,383,966          $     901,361
  Adjustments to reconcile net income to net cash
    provided (used ) by operations:
         Depreciation and amortization                                                        694,277                298,763
         Accretion of discount on investment securities,
           net of amortization of premiums                                                     22,873                (22,051)
         Loss on sale of investments                                                           (4,061)               (16,810)
         Gain on sale of foreclosed assets                                                     16,090                 23,894
         Write down of fixed assets                                                                 -                957,000
         Provision for loan losses                                                            310,000                140,000
         TT&L                                                                                       -               (231,399)
         Change in other assets and liabilities:
             Interest receivable                                                             (678,184)              (254,062)
             Deferred tax asset                                                              (122,001)              (463,152)
             Other assets                                                                     542,418                444,480
              Interest payable                                                               (384,359)               532,546
             Other liabilities                                                               (125,951)               657,706
         Mortgage loans held for sale:
             Originations                                                                  (6,712,899)            (3,270,231)
             Sales                                                                          7,934,802              3,268,788
                                                                                      ----------------       ----------------

                     Net cash provided (used) by operating activities                       3,876,971              2,966,833
                                                                                      ----------------       ----------------

Cash flows from investing activities:
         Intangibles                                                                                -                331,409
         Net increase in interest bearing time deposits                                    (3,328,695)             1,497,000
         Proceeds from maturities of investment securities available for sale               2,911,912              4,530,133
         Proceeds from maturities of investment securities held to maturity                 5,695,110              6,849,582
         Proceeds from sales of investment securities available for sale                    7,500,050              4,341,528
         Proceeds from sales of investment securities held to maturity                              -
         Purchases of investment securities available for sale                            (30,282,883)            (5,980,781)
         Purchases of investment securities held to maturity                               (9,538,343)            (4,035,625)
         Net increase in loans made to customers                                          (26,121,244)           (15,939,639)
         Capital expenditures, bank premises and equipment                                 (1,222,784)              (540,270)
         Proceeds from sale of foreclosed assets                                              192,535                114,000
         Cash acquired, net of costs, in acquisition                                       51,240,734
                                                                                      ----------------       ----------------

                     Net cash used by investing activities                                 (2,953,608)            (8,832,663)
                                                                                      ----------------       ----------------
</TABLE>



<PAGE>



                      TRIANGLE BANCORP, INC. AND SUBSIDIARY
                CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)
                                    UNAUDITED

<TABLE>
<CAPTION>



                                                                                         March 31               March 31
                                                                                           1996                   1995
                                                                                     ----------------       ----------------
<S>                                                                                       <C>                     <C>      
Cash flows from financing activities:
         Net increase in deposit accounts                                                 (4,074,217)             7,711,788
         Net increase (decrease) in short-term debt                                       (5,979,148)            (8,343,252)
         Net increase (decrease) in other borrowings                                                 -           (7,198,742)
         Proceeds from exercise of stock options and warrants                                 41,163                 50,993
         Cash dividends paid                                                                (677,827)              (301,284)
         Proceeds common stock issuance                                                      174,906
                                                                                     ----------------       ----------------

                     Net cash provided by financing activities                           (10,515,123)            (8,080,497)
                                                                                     ----------------       ----------------

                     Net increase (decrease) in cash and
                         cash equivalents                                                 (9,591,760)           (13,946,327)

                     Cash and cash equivalents at beginning of period                     43,016,722             53,513,586
                                                                                     ----------------       ----------------

                     Cash and cash equivalents at end of period                          $33,424,962            $39,567,259
                                                                                     ================       ================

Supplemental Disclosure of cash flow information:
         Interest Paid                                                                  $  7,227,475           $  4,532,501
         Income Taxes Paid                                                              $    585,192           $     93,800

Schedule of noncash investing and financing activities:                                                        $  7,866,485
         Transfers to securities held to maturity from
         securities available for sale

Non cash aspects of acquisition
         Liabilities assumed                                                             $55,325,891
         Less the fair value of non-cash assets acquired                                   4,085,157
                                                                                     ----------------
         Net cash received                                                               $51,240,734
</TABLE>





The accompanying notes are an integral part of the financial statements.





<PAGE>


                      TRIANGLE BANCORP, INC. AND SUBSIDIARY
                   Notes to Consolidated Financial Statements
               For the Three Months Ended March 31, 1996 and 1995
                                   (Unaudited)


         1.       Financial statement presentation and management representation

                  The consolidated financial statements include the accounts and
                  results of operations of Triangle Bancorp, Inc. and its
                  wholly-owned subsidiary, Triangle Bank. All significant
                  intercompany transactions and accounts are eliminated in
                  consolidation.

                  The interim consolidated financial statements as of and for
                  the three months ended March 31, 1996 and 1995 are unaudited.
                  In the opinion of management, the consolidated financial
                  statements contain all adjustments, consisting of normal
                  recurring adjustments, necessary to present fairly, in all
                  material respects, the consolidated financial position as of
                  March 31, 1996 and 1995, and the results of operations and
                  cash flows for the periods ended March 31, 1996 and 1995. For
                  the period ended March 31, 1995, $1,344,000 in merger expenses
                  were incurred. The results for the interim periods are not
                  necessarily indicative of what results will be for the year
                  ended December 31, 1996.

         2.       Stock-Based compensation

                   Effective January 1, 1996 the Company adopted Statement of
                   Financial Accounting Standards No. 123, Accounting for Stock
                   Based Compensation. As permitted by SFAS 123, the Company has
                   chosen to apply APB Opinion 25 and related Interpretations in
                   accounting for its stock-based compensation plans.
                   Accordingly, no compensation cost has been recognized for its
                   fixed stock plans. Had compensation cost for the Company's
                   stock-based compensation plans been determined based on the
                   fair value at the grant date for awards under those plans
                   consistent with the method of SFAS 123, the effect on the
                   Company's net income and earnings per share would have been
                   immaterial.




<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.

                                               TRIANGLE BANCORP, INC.

Date: May 14, 1996                              /s/ Michael S. Patterson
                                               Michael S. Patterson,
                                               President and CEO


Date: May 14, 1996                             /s/ Debra L. Lee
                                               Debra L. Lee,
                                               EVP/Chief Financial Officer

<PAGE>

                              TRIANGLE BANCORP, INC.
                                 EXHIBIT INDEX


EXHIBIT
NUMBER         NAME                                               PAGE

19             Report furnished to security holders.              15




<PAGE>

1996
     First Quarter Report



1
TRIANGLE BANCORP

TRIANGLE BANCORP
P.O. Box 31828
Raleigh, NC 27622

<PAGE>

Dear Shareholder:


         The first quarter of 1996 has been another record breaking quarter for
Triangle Bancorp. Net income for the quarter was $2.4 million, an increase of
166% over the $901,000 earned for the same period in 1995. Earnings per share
for the quarter were .24 cents versus .10 cents for the same period in 1995, an
increase of 140%. After adjusting the first quarter of 1995 for non-recurring,
merger related, after tax expenses of $840,000, net income grew by 38% and
earnings per share increased by 33%.
         Total assets grew to $837 million, an increase of 20% over the $700
million reported at the end of the first quarter of 1995. Gross loans increased
by 20% to $575 million and deposits increased by 17% to $710 million over the
same period in 1995. On January 11, 1996 we completed the acquisition of four
branches of Raleigh Federal Savings Bank, which increased our deposit base by
approximately $55 million. These offices, located in Benson, Clayton, Havelock
and Mt. Olive represent a continuation of our strategic acquisition strategy.
Mt. Olive and Clayton were new markets for us, while Benson and Havelock were
existing markets and these offices were merged into our offices in those
communities.
         Asset quality of the Bank continued to improve with nonperforming loans
and other real estate owned accounting for only .48% of gross loans, compared to
 .71% at the end of the first quarter of 1995. During the first quarter, loan
recoveries exceeded charge offs resulting in a charge-off percentage of (.002%)
compared to .09% for the same period last year. Our ratio of nonperforming loans
and other real estate owned to loan loss reserves continues to be very strong at
316%.
         We are very pleased with the continued improvement in our financial
results, especially in light of the time and energy spent on merging four
independent banks and acquired branches from two other financial institutions
into our Bank during the past 15 months. We believe the growth in profitability
and improvement of our asset quality reflect the successful integration of these
entities into Triangle Bank. The success of this integration is also indicated
by the improvement in our operating efficiency ratio, which improved from 71%,
excluding merger expenses, at the end of the first quarter of 1995 to 62% at the
end of the quarter just completed. This shows we were successful in achieving
the operating improvements forecast when these mergers were announced.
         Due to these positive operating results, your Board of Directors
increased the quarterly cash dividend by 16.7% from .06 cents per share to .07
cents per share in the first quarter of 1996. This is an increase of 133% over
the .03 cents per share paid in the first quarter of 1995. In addition to this
increase in cash dividends paid, shareholders have also been rewarded with a 50%
increase in our stock price which has grown from $10.00 per share on March 31,
1995 to $15.00 on March 31, 1996. The return on average equity has also shown a
very positive increase, growing from 5.6% for the first quarter of 1995 to
12.92% for the quarter ended March 31, 1996.
         For the remainder of 1996, we will continue to focus on improving our
financial performance while striving to enhance the quality of our service and
expand our product offerings. We are optimistic the remaining quarters of 1996
will continue to bring positive results for your Company.
         We appreciate the support of our shareholders and encourage you to take
advantage of our dividend reinvestment plan. If you need information on this
plan, please call our stock transfer agent at 1-800-662-7130.

Sincerely,


(Signature of Michael S. Patterson)
Michael S. Patterson
President and CEO


<PAGE>

Summary Balance Sheets
(In thousands)

                                             3/31/96      3/31/95
                                           ----------------------
Assets
Cash, Due from Banks,
         and Federal Funds Sold            $  33,425    $  39,567
Investments, Market Value of
         $194,035 and $154,975               194,038      155,672
Loans Less Allowance of
         $8,626 and $8,515                   566,142      468,928
Other Assets                                  43,696       35,749
- - -----------------------------------------------------------------
         Total Assets                      $ 837,301   $  699,916
=================================================================

Liabilities and
Shareholders' Equity
Demand Deposits                            $ 120,832    $ 101,435
Interest Bearing Deposits                    588,928      505,024
- - -----------------------------------------------------------------
Total Deposits                               709,760      606,459
- - -----------------------------------------------------------------

Other Borrowings                              43,441       18,423
Other Liabilities                              9,817        9,055
- - -----------------------------------------------------------------
Total Other Liabilities                       53,258       27,478
- - -----------------------------------------------------------------

Total Liabilities                            763,018      633,937
- - -----------------------------------------------------------------


Shareholders' Equity
Common Stock; no par value;
         20,000,000 shares authorized;
         9,685,291 shares and 9,629,898
         shares outstanding at March
         31, 1996 and 1995, respectively      56,824       56,437
Undivided Profits                             17,651       10,917
Net Unrealized Loss on Securities
         Available for Sale                     (192)      (1,375)
- - -----------------------------------------------------------------
Total Shareholders' Equity                    74,283       65,979
- - -----------------------------------------------------------------


         Total Liabilities and
         Shareholders' Equity              $ 837,301    $ 699,916
=================================================================


<PAGE>



Summary Statement of Income and Expense
(In thousands, except for per share data)


                                                 For the Three Months Ended
                                                  3/31/96          3/31/95
                                              ------------------------------

Interest Income                               $    15,919     $    13,687

Interest Expenses                                   6,982           5,498
- - ----------------------------------------------------------------------------

Net Interest Income                                 8,937           8,189

Provision for Loan Losses                             310             140
- - ----------------------------------------------------------------------------

Net Interest Income
         After Provision                            8,627           8,049

Noninterest Income                                  1,977           1,659

Noninterest Expense                                 6,804           7,004

Merger Expenses                                         6           1,334
- - ----------------------------------------------------------------------------

Net Income Before Taxes                             3,794           1,370

Income Tax Expense                                  1,410             469
- - ----------------------------------------------------------------------------

Net Income                                    $     2,384     $       901
============================================================================

Primary Earnings per Share                    $       .24     $       .10

Average Common and Common Equivalent Shares     9,978,535       9,721,096

Fully Diluted Earnings per Share              $       .24     $       .10

Average Common and Common Equivalent Shares
         assuming full dilution                 9,978,491       9,722,396
============================================================================


Significant Ratios
Return on Assets                                     1.19%            .53%
Return on Equity                                    12.92%           5.60%
Net Charge Offs to Average Loans                    (.002%)           .09%
Allowance for Loan Losses to Loans                   1.51%           1.79%
Allowance for Loan Losses to
         Nonperforming Loans                          316%            251%


<PAGE>


Triangle Bank Office Locations


Baily
Battleboro
Benson
Carrboro
Cary (2)
Chapel Hill (2)
Clayton 
Dunn 
Durham 
Elizabeth City 
Fayetteville 
Fuquay-Varina
Garner 
Goldsboro 
Greenville 
Havelock 
Lillington 
Middlesex 
Mount Olive 
Nashville
New Bern 
Raleigh (2) 
Red Oak 
Rocky Mount 
Sanford (2) 
Scotland Neck 
Seaboard
Sharpsburg 
Spring Hope 
Tarboro (2) 
Whiteville (3) 
Wilmington


Shareholder Information

Stock Transfer Agent and Registrar:
First Citizens Bank
Stock Transfer Department
2917 Highwoods Boulevard
Raleigh, North Carolina 27604
1-800-662-7130

Stock Listing:
The common stock of Triangle Bancorp is traded in the NASDAQ National Market
System under the ticker symbol TRBC.

Market Makers:
A. G. Edwards
Dean Witter Reynolds
Herzog, Heine, Geduld, Inc.
Interstate Johnson Lane
Legg Mason
Olde Discount Corporation
Principal Financial Securities
Raymond James & Associates, Inc.
Scott & Stringfellow
Wedbush Morgan Securities, Inc.
Wheat First Butcher Singer

<TABLE> <S> <C>

<ARTICLE> 9
       
<S>                             <C>
<PERIOD-TYPE>                   3-MOS
<FISCAL-YEAR-END>                          DEC-31-1996
<PERIOD-END>                               MAR-31-1996
<CASH>                                      32,650,493
<INT-BEARING-DEPOSITS>                         774,469
<FED-FUNDS-SOLD>                                     0
<TRADING-ASSETS>                                     0
<INVESTMENTS-HELD-FOR-SALE>                114,664,803
<INVESTMENTS-CARRYING>                      79,373,683
<INVESTMENTS-MARKET>                        78,959,000
<LOANS>                                    572,493,488
<ALLOWANCE>                                  8,626,416
<TOTAL-ASSETS>                             837,300,787
<DEPOSITS>                                 709,760,444
<SHORT-TERM>                                43,441,386
<LIABILITIES-OTHER>                          4,044,585
<LONG-TERM>                                          0
                                0
                                          0
<COMMON>                                    56,824,385
<OTHER-SE>                                           0
<TOTAL-LIABILITIES-AND-EQUITY>             837,300,787
<INTEREST-LOAN>                             13,260,133
<INTEREST-INVEST>                            2,624,155
<INTEREST-OTHER>                                35,103
<INTEREST-TOTAL>                            15,919,391
<INTEREST-DEPOSIT>                           6,563,307
<INTEREST-EXPENSE>                             418,967
<INTEREST-INCOME-NET>                        8,937,117
<LOAN-LOSSES>                                  310,000
<SECURITIES-GAINS>                                   0
<EXPENSE-OTHER>                              6,809,804
<INCOME-PRETAX>                              3,793,966
<INCOME-PRE-EXTRAORDINARY>                   3,793,966
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                 2,383,966
<EPS-PRIMARY>                                     0.24
<EPS-DILUTED>                                     0.24
<YIELD-ACTUAL>                                    4.88
<LOANS-NON>                                  1,119,000
<LOANS-PAST>                                 1,250,000
<LOANS-TROUBLED>                                     0
<LOANS-PROBLEM>                                      0
<ALLOWANCE-OPEN>                             8,402,149
<CHARGE-OFFS>                                  116,945
<RECOVERIES>                                   129,393
<ALLOWANCE-CLOSE>                            8,626,416
<ALLOWANCE-DOMESTIC>                         8,626,416
<ALLOWANCE-FOREIGN>                                  0
<ALLOWANCE-UNALLOCATED>                              0
        


</TABLE>


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