<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 June 30, 1997
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 10,465,612
Class Outstanding at August 8, 1997
<PAGE>
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
The Consolidated Balance Sheets for June 30, 1997 and December 31,
1996, the Consolidated Statements of Income for the three and six month
periods ended June 30, 1997 and 1996, and the Consolidated Statements
of Cash Flows for the six month periods ended June 30, 1997 and 1996
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 second quarter of 1997, Triangle Bancorp, Inc. (the
"Company") continued its growth strategy with the announcement of the
signing of a definitive merger agreement with Bank of Mecklenburg
("Mecklenburg") on April 25. Mecklenburg operates three branch offices
in Charlotte, North Carolina and had $306 million in total assets as of
June 30, 1997. In addition, on May 20, 1997, the Company signed a
Purchase and Assumption Agreement with Branch Bank and Trust Company
("BB&T") and United Carolina Bank ("UCB") for the Company to acquire
$215 million in deposits and $71 million in loans associated with eight
branches of UCB and two branches of BB&T located in south central and
eastern North Carolina.
The BB&T/UCB transaction, which has received regulatory approval, is
scheduled for August 15, 1997. The Mecklenburg transaction, subject to
regulatory and shareholder approval, is planned to take place in the
fourth quarter of 1997. When these transactions are completed, the
Company will have over $1.5 billion in total assets.
In May 1997, the Company created a Delaware statutory business trust
subsidiary which issued corporation-obligated manditorily redeemable
capital securities ("trust securities") in the amount of $19.33 million
to eight qualified institutional buyers, and $619,000 in trust common
securities to the Company, both sales occurring on June 3, 1997. The
Trust Securities have a maturity of 30 years, pay dividends at the rate
of 9.375% and may be treated as tier 1 capital by the Company. To fund
the trust, the Company sold to the trust $19.95 million of junior
subordinated notes with a yield and maturity identical to the Trust
Securities. Holders of the Trust Securities are entitled to receive
preferential cumulative cash distributions accumulating from the date
of original issuance and payable semi-annually in arrears on the first
day of June and December of each year. The proceeds from the issuance
of the junior subordinated debt are being used for general corporate
purposes.
Operating Results for the Three Months Ended June 30, 1997 and 1996
The Company's net income for the three months ended June 30, 1997 was
$4,709,000 compared to earnings of $2,901,000 for the same period in
1996, an increase of $1,808,000 or 62%. Earnings per share were $0.43
compared to $0.27 for the same period in 1996. The results for the
three months ended June 30, 1997 and June 30, 1996 were positively
impacted
<PAGE>
Part I, Item 2 (Continued)
by one-time gains (on an after-tax basis) of $1,260,000, or $0.11 per
share, in 1997 from the sale of the Company's two offices in Sanford,
and $352,000, or $0.03 per share, in 1996 from the sale of the
Elizabeth City office.
For the three months ended June 30, 1997 the annualized returns on
average assets (ROA) and equity (ROE) were 1.85% and 21.17%,
respectively, compared to 1.27% and 14.32% for the same period in 1996.
Without the gains on branch sales, ROA was 1.36% versus 1.11%, and ROE
was 15.51% versus 12.58% for the three months ended June 30, 1997 and
1996, respectively.
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.
The net interest income for the three months ended June 30, 1997 was
$11,066,000 compared to $9,876,000 for the same period in 1996 an
increase of $1,190,000 or 12%. The increases from volume were offset
slightly by a decrease in the yield with net interest margin decreasing
to 4.74% for the three months ended June 30, 1997 from 4.78% for the
same period in 1996.
For the three months ended June 30, 1997, a loan loss provision of
$830,000 was made compared to a provision of $723,000 for the same
period in 1996. The increase in provision was made to maintain the loan
loss reserve at appropriate levels due to growth in the loan portfolio.
Noninterest income for the three months ended June 30, 1997 was
$4,114,000 compared to $2,529,000 for the same period in 1996 an
increase of $1,585,000 or 63%. The increase of noninterest income is
due primarily to the $2,000,000 pre-tax gain on branch sale in 1997
versus the $558,000 pre-tax gain realized on branch sale in 1996.
Noninterest expenses decreased by $207,000 for the three months ended
June 30, 1997 compared to the same period in 1996. The decrease is
primarily due to an increase during the first quarter of 1997 in
personnel costs deferred required by SFAS 91 to more accurately reflect
the cost of originating loans. This resulted in a decrease in salaries
and employee benefits in 1997 compared to 1996. A decrease was also
seen in furniture and equipment expense and Federal Deposit Insurance
Corporation (FDIC) deposit insurance expense. Increases were seen in
advertising, office expenses and occupancy due to the general growth of
the Company. Professional fees increased due to legal fees associated
with litigation described in Part II, item 1 as well as an increase in
outside services such as recruiting and training.
Operating Results for the Six Months Ended June 30, 1997 and 1996
The Company's net income for the six months ended June 30, 1997 was
$7,751,000, compared to $5,448,000 for the same period in 1996. This
represents an increase of $2,303,000 or 42%. Excluding the sale of the
branches in 1997 and 1996, core earnings for the six months ended June
30, 1997 were $6,491,000, a 27% increase over the $5,096,000 earned
during the same period in 1996. Earnings per share were $0.71 ($0.60
without the gain) compared to $0.51 ($0.47 without the gain) for the
same period in 1996.
<PAGE>
Part I, Item 2 (Continued)
For the six months ended June 30, 1997 the annualized returns on
average assets and equity were 1.56% and 17.64%, respectively, compared
to 1.23% and 13.51% for the same period in 1996. Without the gains on
branch sales, ROA was 1.31% versus 1.15%, and ROE was 14.77% versus
12.64% for the six months ended June 30, 1997 and 1996, respectively.
Core earnings for the six month period ended June 30, 1997 were
positively impacted by an increase in net interest income due to an
increase in the volume of earning assets. The net interest income for
the six months ended June 30, 1997 was $21,666,000 compared to
$19,318,000 for the same period in 1996 an increase of $2,348,000 or
12%. The net interest margin declined slightly to 4.73% for the six
months ended June 30, 1997 from 4.75% for the same period in 1996.
For the six months ended June 30, 1997, a loan loss provision of
$1,330,000 was made compared to a provision of $1,035,000 for the same
period in 1996. The increase in the provision was made to maintain the
loan loss reserve at an appropriate level due to loan growth.
Noninterest income for the six months ended June 30, 1997 was
$6,101,000 compared to $4,576,000 for the same period in 1996 an
increase of $1,525,000 or 33%. The branch sale in 1997 accounted for
$1,442,000, or 95%, of this increase. An increase was also seen in
income from the sale of SBA loans.
Noninterest expenses for the six months ended June 30, 1997 decreased
$92,000 over the same period in 1996. The decrease is primarily due to
an increase during the first quarter of 1997 in personnel costs
deferred required by SFAS 91 to more accurately reflect the cost of
originating loans. This resulted in a decrease in salaries and employee
benefits in 1997 compared to 1996. A decrease was also seen in
furniture and equipment expense and (FDIC) deposit insurance expense.
Due to internal growth of the Company including five new branches in
the second half of 1996 and two in-store branches in 1997, increases
were seen in advertising, office expenses, and occupancy. Professional
fees increased in 1997 due to on-going litigation discussed in Part II,
Item 1.
Financial Condition
Total assets increased $56 million, or 6%, to $1.03 billion at June 30,
1997 versus $971 million at December 31, 1996. The increase was
primarily attributed to a $59 million increase in loans with cash and
cash equivalents decreasing $2.3 million and investments increasing
$500,000. In June 1997, the Company sold it's two offices in Sanford,
North Carolina divesting of $11 million in loans and $23.5 million in
deposits.
The Company continued to maintain strong loan loss reserves during the
period with the loan loss reserves at June 30, 1997 being 1.54% of
total loans and 176% of nonperforming loans. Nonperforming loans to
total loans plus other real estate owned were .88% on June 30, 1997
compared to .66% as of December 31, 1996. Net charge offs were .01% for
the six month period ended June 30, 1997 versus .04% in the same period
in 1996. A summary of
<PAGE>
certain information related to the loan loss reserves and nonperforming
assets as of June 30, 1997 follows:
RESERVE FOR LOAN LOSSES AND NONPERFORMING ASSETS
(Dollars in Thousands)
Analysis of Reserve for Loan Losses:
<TABLE>
<CAPTION>
<S> <C> <C>
Beginning Balance, January 1, 1997 $ 9,715
Deduct charge-offs:
Commercial financial and agricultural 320
Real estate, construction and land development 19
Installment loans to individuals 212
Credit card and related plans 233
----
784
Add recoveries:
Commercial, financial and agricultural 517
Real estate 13
Installment loans to individuals 142
Credit card and related plans 25
----
697
-----
Net charge-offs 87
Additions charged to operations 1,330
----------
Ending Balance, June, 30 1997 $10,959
=========
Ratio of net charge-offs to average loans outstanding during the period 0.01%
Analysis of Nonperforming Assets:
Nonaccrual loans:
Commercial, financial and agricultural $ 1,037
Real estate, construction and land development 1,020
Installment loans to individuals 64
--------
2,121
Loans contractually past due 90 days or more
as to principal or interest 3,712
Foreclosed assets 409
--------
TOTAL $ 6,242
==========
</TABLE>
<PAGE>
Part 1, Item 2 (Continued)
Financial Condition (Continued)
Total deposits were $852 million as of June 30, 1997 compared to $848
million at December 31, 1996. Net deposit growth has been minimal due
to the divestiture of $23.5 million in deposits with the sale of the
Sanford branch. Also, through deliberate pricing strategy, deposit
growth has been limited due to the upcoming acquisition of $215 million
in deposits from BB&T/UCB.
As deposits have had limited growth, short-term debt and other
borrowings have increased $25.6 million from December 31, 1996 to June
30, 1997. This increase is primarily represented by a $20 million
borrowing from the Federal Home Loan Bank (FHLB). Federal funds
purchased on June 30, 1997 were $5 million greater than on December 31,
1996.
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. In
June 1997, the Company formed a Delaware business trust subsidiary
which issued $20 million in capital securities, all of which may be
counted as Tier 1 capital by the Company. The Company considers the
capital securities, which bear interest at the rate of 9.375% per annum
and have a maturity of 30 years, to be a relatively inexpensive source
of capital. The Company's capital ratios as of June 30, 1997 are as
follows:
<TABLE>
<CAPTION>
Actual Required Excess
Percent Percent Percent
<S> <C> <C>
Tier 1 Capital to Risk Based Assets 12.87% 4.00 % 8.87%
Total Capital to Risk Based Assets 14.12% 8.00 % 6.12%
Leverage Ratio 9.95% 4.00 % 5.95%
</TABLE>
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
Triangle Bank has been named as a defendant in a lender liability suit
currently pending in state court in North Carolina in which the
plaintiff claims that Triangle Bank breached an oral commitment to make
a $100,000 loan to the plaintiff. The plaintiff is asserting that he is
entitled to $5 million in damages and is seeking to have these damages
trebled and an award of attorney's fees. The suit is scheduled to go to
trial in early November 1997. The Company disputes the plaintiff's
theories of liabilities and damages and intends to continue to defend
the suit vigorously.
<PAGE>
Part II (Continued)
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.
Item 4. Submission of Matters to a Vote of Security Holders
Not Applicable.
Item 5. Other Information
Not Applicable.
Item 6. Exhibits and Reports on Form 8-K
a) Exhibits
(19) Report furnished to security holders.
(27) Financial Data Schedule.
b) Reports on Form 8-K
On May 19, 1997, the Company filed an 8-K regarding two items.
The first was the signing of a definitive Agreement and Plan
of Reorganization and Merger with Bank of Mecklenburg.
Secondly, the Company announced a repurchase plan to buy back
170,000 shares of it's common stock over a two year period.
On May 27, 1997, the Company filed an 8-K regarding three
items. The first was pro forma financial statements reflecting
the Bank of Mecklenburg merger. Secondly, the Company
announced the signing of a Purchase and Assumption Agreement
regarding the BB&T/UCB branch divestitures. Pro forma
information was also provided regarding this transaction.
Lastly, the Company reported Triangle Bank has been named a
defendant in a lawsuit which is described above in Part II,
Item 1.
<PAGE>
TRIANGLE BANCORP, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
UNAUDITED
<TABLE>
<CAPTION>
June 30, December 31,
1997 1996
ASSETS
<S> <C> <C>
Cash and due from banks $ 33,424,919 $34,614,622
Federal funds sold 350,000 1,010,891
Interest-bearing deposits in banks 396,396 879,360
Securities available for sale 140,213,809 146,086,069
Securities held to maturity, market value;
$104,117,000 and $97,667,000 103,525,974 97,111,953
Loans held for sale - 2,412,738
Loans, less allowance for losses of
$10,958,589 and $9,715,387 698,905,672 639,718,248
Premises and equipment, net 19,873,271 20,181,307
Interest receivable 9,964,311 8,812,952
Deferred income taxes 6,751,266 6,700,349
Intangible assets 11,438,037 11,654,033
Other assets 2,364,271 1,922,477
------------------- -----------------
Total assets $1,027,207,926 $971,104,999
------------------- -----------------
LIABILITIES AND SHAREHOLDERS' EQUITY
Deposits:
Noninterest-bearing demand $138,267,391 $139,904,711
Interest-bearing demand 69,460,822 83,961,295
Savings and money market 198,233,768 181,658,946
Large denomination certificates of deposit 65,908,053 61,684,287
Other time 380,476,324 380,554,636
------------------- -----------------
Total deposits 852,346,358 847,763,875
Short-term debt 46,525,754 15,962,391
Other borrowings 5,000,000 10,000,000
Corporation-obligated manditorily redemmable capital 19,949,939 0
Interest payable 6,565,383 6,593,267
Other liabilities 5,178,649 3,889,128
------------------- -----------------
Total other liabilities 83,219,725 36,444,786
------------------- -----------------
Total liabilities 935,566,083 884,208,661
------------------- -----------------
Commitments and contingencies*
SHAREHOLDERS' EQUITY
Common stock, no par value 20,000,000 60,829,923 61,544,172
authorized; 10,474,053 shares and
10,468,036 shares outstanding at June 30,
1997 and December 31, 1996, respectively
Undivided profits 30,794,646 25,245,470
Unrealized gain on securities available for sale 17,274 106,696
------------------- -----------------
Total shareholders' equity 91,641,843 86,896,338
------------------- -----------------
Total liabilities and shareholders' equity $1,027,207,926 $971,104,999
------------------- -----------------
</TABLE>
*Standby letters of credit outstanding at June 30, 1997 amounted to $3,583,273
The accompanying notes are an integral part of the consolidated financial
statements.
<PAGE>
TRIANGLE BANCORP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
UNAUDITED
<TABLE>
<CAPTION>
For the three For the three For the six For the six
months ended months ended months ended months ended
June 30, 1997 June 30, 1996 June 30, 1997 June 30, 1996
INTEREST INCOME:
<S> <C> <C> <C> <C>
Interest and fees on loans $ 16,576,592 $ 14,591,494 $ 32,149,904 $ 28,386,739
Securities 3,675,942 3,346,270 7,225,786 6,474,879
Interest bearing deposits 1,836 2,758 7,627 13,581
Interest rate swap -- 43,125 -- 46,910
Federal funds sold 71,225 14,836 182,349 48,816
------------ ------------ ------------ ------------
Total interest income 20,325,595 17,998,483 39,565,666 34,970,925
INTEREST EXPENSE:
Large denomination certificates of deposit 974,054 867,720 1,952,997 1,679,905
Other deposits 7,575,570 6,567,751 14,812,338 12,864,477
Short-term debt 494,685 686,948 819,272 1,107,481
Other borrowed funds 215,453 -- 315,061 719
------------ ------------ ------------ ------------
Total interest expense 9,259,762 8,122,419 17,899,668 15,652,582
------------ ------------ ------------ ------------
Net interest income 11,065,833 9,876,064 21,665,998 19,318,343
Provision for loan losses 830,000 722,500 1,330,000 1,035,000
------------ ------------ ------------ ------------
Net interest income after
provision for loan losses 10,235,833 9,153,564 20,335,998 18,283,343
NONINTERST INCOME:
Service charges on deposit accounts 1,467,934 1,421,184 2,844,468 2,864,150
Other commissions and fees 374,659 427,409 840,403 927,161
Gain (loss) on sale of securities (17,496) (7,880) (27,309) (12,068)
Gain (loss) on sale of foreclosed assets (24,966) 1,818 (24,966) 17,908
Gain on sale of branch 2,000,000 558,133 2,000,000 558,133
Gain on sale of loans 109,969 -- 195,193 --
Triangle Investment Services 34,668 69,874 127,179 116,803
Other operating income 168,767 58,062 146,509 104,201
------------ ------------ ------------ ------------
Total noninterest income 4,113,535 2,528,600 6,101,477 4,576,288
NONINTERST EXPENSES:
Salaries and employee benefits 2,714,137 3,256,287 6,003,338 6,616,305
Occupancy expense 698,403 651,180 1,369,946 1,292,173
Furniture and equipment expense 566,980 678,169 1,134,337 1,260,924
Professional fees 441,596 173,363 875,736 528,373
Federal deposit insurance expense 24,000 69,012 42,000 122,530
Advertising and public relations 269,102 185,711 482,880 429,790
Office expenses 259,696 239,185 600,418 421,047
Merger expenses 91,876 52,009 91,876 52,009
Amortization of intangible assets 352,164 344,625 704,326 686,751
Other operating expenses 1,472,781 1,448,599 2,846,533 2,833,135
------------ ------------ ------------ ------------
Total noninterest expenses 6,890,735 7,098,140 14,151,390 14,243,037
------------ ------------ ------------ ------------
Net income before income taxes 7,458,633 4,584,024 12,286,085 8,616,594
Income tax expense 2,750,000 1,683,150 4,535,000 3,168,687
------------ ------------ ------------ ------------
Net income $ 4,708,633 $ 2,900,874 $ 7,751,085 $ 5,447,907
============ ============ ============ ============
Primary income per share data:
Net income $ 0.43 $ 0.27 $ 0.72 $ 0.51
Average common equivalent shares 10,863,337 10,765,357 10,828,751 10,760,429
Income per share data assuming full dilution:
Net income $ 0.43 $ 0.27 $ 0.71 $ 0.51
Average common equivalent shares 10,917,543 10,766,149 10,900,871 10,761,221
Cash dividends declared per share $ 0.11 $ 0.08 $ 0.21 $ 0.15
</TABLE>
The accompanying notes are an integral part of the consolidated financial
statements.
<PAGE>
TRIANGLE BANCORP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
UNAUDITED
<TABLE>
<CAPTION>
JUNE 30, JUNE 30,
1997 1996
<S> <C> <C>
Cash flows from operating activities:
Net income $ 7,751,085 $ 5,447,907
Adjustments to reconcile net income to net cash provided by
operations:
Depreciation and amortization 1,005,612 1,229,225
Accretion of discount on investment securities,
net of amortization of premiums 65,267 153,414
Provision for loan losses 1,330,000 1,035,000
Loss on sale of investments 27,308 12,068
Loss on disposal of fixed assets 118,762 -
Gain on sale of branch 2,000,000 558,133
Mortgage loans held for sale:
Originations (948,368) (9,617,813)
Sales 3,361,106 10,519,955
Provision (benefit) for deferred taxes (24,917) (122,000)
Change in other assets and liabilities:
Interest receivable (1,151,359) (1,757,046)
Other assets (447,632) 646,766
Interest payable 205,902 (1,751,356)
Other liabilities 1,294,602 (393,773)
---------------- ----------------
Net cash provided by operating activities 14,587,368 5,960,480
---------------- ----------------
Cash flows from investing activities:
Proceeds from maturities and principal paydowns of securities AFS 16,718,067 12,685,833
Proceeds from maturities and principal paydowns of securities HTM 23,495,173 8,250,000
Proceeds from sales of investment securities AFS 47,469,055 17,354,910
Purchases of investment securities AFS (58,585,764) (47,927,335)
Purchases of investment securities HTM (29,846,288) (16,003,610)
Net increase in loans made to customers (71,478,287) (66,360,665)
Capital expenditures, bank premises and equipment (318,379) (3,122,702)
Proceeds from sale of foreclosed assets - 271,899
Proceeds from sale of premises and equipment (328,941) -
Net cash acquired (divested) in acquisition and divestitures (10,289,407) 51,244,452
---------------- ----------------
Net cash used by investing activities (83,164,771) (43,607,218)
---------------- ----------------
Cash flows from financing activities:
Net increase in deposit accounts 23,646,697 39,153,842
Net increase (decrease) in short-term debt 30,563,363 (8,604,258)
Net decrease in other borrowings (5,000,000) -
Proceeds from issuance of corporation-obligated manditorily
redeemable securities 19,949,939
Repurchase of common stock (1,373,667) (71,962)
Cash dividends paid (2,201,908) (1,452,604)
Warrants exercised 69,850 -
Shares issued under stock plans 589,568 259,288
---------------- ----------------
Net cash provided by financing activities 66,243,842 29,284,306
---------------- ----------------
Net decrease in cash and cash equivalents (2,333,561) (8,362,432)
Cash and cash equivalents at beginning of period 36,504,872 45,621,821
---------------- ----------------
Cash and cash equivalents at end of period $34,171,311 $37,259,389
================ ================
</TABLE>
The accompanying notes are an integral part of the consolidated
financial statements.
<PAGE>
TRIANGLE BANCORP, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
For the Three and Six Months Ended June 30, 1997 and 1996
(Unaudited)
1. Financial statement presentation and management representation
The consolidated financial statements include the accounts and results
of operations of Triangle Bancorp, Inc., its wholly-owned subsidiaries,
Triangle Bank and Triangle Capital Trust. Triangle Capital Trust was
formed under Delaware law on May 28, 1997 as a statutory business trust
to issue capital securities. Triangle Bank has two wholly owned
subsidiaries, Triangle Bank Leasing Corp., which is inactive, and
Triangle Investment Services which provides discount brokerage
services. All significant intercompany transactions and accounts are
eliminated in consolidation.
The interim consolidated financial statements as of and for the three
and six months ended June 30, 1997 and 1996 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 June 30, 1997 and 1996, and the results of operations
and cash flows for the periods ended June 30, 1997 and 1996. For the
six month periods ended June 30, 1997 and June 30, 1996, $92,000 and
$52,000, respectively, in pre-tax 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, 1997.
2. Capital Securities
On June 3, 1997, Triangle Capital Trust issued $20 million in 9.375%,
30 year capital securities. Interest is payable June 1 and December 1
of each year beginning December 1, 1997. The proceeds of the issuance
were used to acquire 9.375%, 30 year junior subordinated debentures
from the Company. The proceeds of the issuance of the junior
subordinated debentures are being used for general corporate purposes
including financing branch purchases, other acquisitions, repurchase of
outstanding common stock of the Company and investments in or
extensions of credit to it's subsidiaries.
3. Earnings Per Share
The Company will adopt Statement of Financial Accounting Standards
(SFAS) No. 128 "Earnings Per Share" on December 31, 1997. SFAS No. 128
requires the Company to change its method for computing, presenting and
disclosing earnings per share information. Upon adoption, all prior
period data presented will be restated to conform to the provisions of
SFAS No. 128.
If the Company had adopted SFAS No. 128 for the period ended June 30,
1997, the following computation would have been presented on the
consolidated statements of income:
<PAGE>
3. Earnings Per Share (Continued)
Six Months ended June 30,
1997 1996
Basic income per common share:
Net income $ 7,751,085 $ 5,447,907
Weighted average shares:
Common shares outstanding 10,477,645 10,429,350
Basic income per common share $ 0.74 $ 0.52
Diluted income per common share:
Net income $ 7,751,085 $ 5,447,907
Weighted average shares:
Common shares outstanding 10,477,647 10,429,350
Dilutive effect of subordinated
debt options 5,209 4,213
Dilutive effect of stock options 381,849 328,108
Total shares 10,864,703 10,761,908
Diluted income per common share $ 0.71 $ 0.51
4. Reporting Comprehensive Income
In June 1997, SFAS 130, "Reporting Comprehensive Income" was issued and
is effective for fiscal years beginning after December 15, 1997. SFAS
130 establishes standards for reporting and display of comprehensive
income and its components (revenues, expenses, gains and losses) in a
full set of general purpose financial statements. SFAS 130 requires the
disclosure of an amount that represents total comprehensive income and
the components of comprehensive income in the consolidated statement of
income. The adoption of SFAS 130 is not expected to have a material
impact on the financial statements of the Company.
5. Disclosures about Segments of an Enterprise and Related Information
In June 1997, SFAS 131, "Disclosures about Segments of an Enterprise
and Related Information" was issued and is effective for financial
statements for periods beginning after December 15, 1997. SFAS 131
established standards for determining an entity's operating segments
and the type and level of financial information to be disclosed in both
the annual and interim financial statements. It also established
standards for related disclosures about products and services,
geographic areas and major customers. The adoption of SFAS 131 is not
expected to have a material impact on the financial statements of the
Company.
<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: August 14, 1997 /s/ Michael S. Patterson
Michael S. Patterson,
President and CEO
Date: August 14, 1997 /s/ Debra L. Lee
Debra L. Lee,
Chief Financial Officer
<PAGE>
TRIANGLE BANCORP, INC.
EXHIBIT TABLE
PAGE
(19) Report furnished to security holders
(27) Financial Data Schedule
<PAGE>
Second Quarter Report 1997
Dear Shareholders
We are pleased to report the second quarter of 1997 has been another
record-breaking quarter for Triangle Bancorp. Net income for the quarter was
$4.7 million, an increase of 62% over the same period in 1996. Earnings per
share for the quarter were $.43, compared to $.27 for the second quarter of
1996, an increase of 62%. Earnings were positively impacted in both the 1997 and
1996 quarters by nonrecurring gains on the sale of certain branches of $1.3
million and $352,000, respectively, net of income taxes.
For the six months ended June 30, 1997, earnings were $7.8 million, a 42%
increase over the $5.5 million earned during the same period in 1996. Earnings
per share were $.71 compared to $.51 for the same period in 1996. Excluding the
sales of the branches, core earnings for the six months ended June 30, 1997 were
$6.5 million, a 27% increase over the $5.1 million earned during the same period
in 1996.
We are extremely pleased with the growth of our net income and earning assets.
In addition, earnings have been positively impacted by improvement in the
operating efficiency ratio as expenses have remained relatively flat while
revenues have increased significantly.
In June, your Board increased the quarterly cash dividend by 10% from $.10 per
share to $.11 per share for shareholders of record as of June 16, 1997. This
represents an increase of 38% over the $.08 per share paid in the second quarter
of 1996.
In keeping with our strategic acquisition plans, during May we announced the
signing of a purchase and assumption agreement to acquire ten eastern North
Carolina offices with approximately $210 million in deposits and $70 million in
loans from BB&T. This transaction is expected to be completed during the third
quarter of this year. Also, the previously announced acquisition of Bank of
Mecklenburg with approximately $270 million in assets is anticipated to be
completed during the fourth quarter of the year subject to regulatory and
shareholder approvals. Once these two transactions are completed, the Company
will have approximately $1.5 billion in assets and operate 60 offices in North
Carolina.
We are also pleased to announce additional coverage for our stock as
Interstate/Johnson Lane initiated coverage in early July with a "Buy" rating. In
addition, beginning this month, our stock has been included in the Russell 2000
stock index, which represents an index of 2,000 small, medium and large NASDAQ
companies utilized to indicate overall market performance.
As a result of the financial performance of the Company and the stock market
ingeneral, our stock price has increased by 64% from $13.75 to $22.50 per
sharefor the quarters ended June 30, 1996 and 1997, respectively.
As always, we appreciate the support of our shareholders and encourage you to
use the services of our bank, as well as recommend us to others.
Sincerely,
/s/ Michael S. Patterson
Michael S. Patterson
Chairman, President and CEO
<PAGE>
Summary Balance Sheets
(In thousands)
6/30/97 6/30/96
Assets
Cash, Due from Banks,
and Federal Funds Sold $ 34,171 $ 37,259
Investments, Market Value
of $244,330 and $227,116 243,740 227,270
Loans Less Allowance of
$10,959 and $9,413 698,906 627,770
Other Assets 50,391 48,314
Total Assets $1,027,208 $ 940,613
<PAGE>
Liabilities and
Shareholders' Equity
Demand Deposits $ 138,267 $ 125,325
Interest Bearing Deposits 714,079 684,121
Total Deposits 852,346 809,446
Other Borrowings 71,476 38,889
Other Liabilities 11,744 10,482
Total Other Liabilities 83,220 49,371
Total Liabilities 935,566 858,817
Shareholders' Equity
Common Stock; no par value;
20,000 shares authorized;
10,474 shares and 10,437
shares outstanding at
June 30, 1997 and
1996, respectively 60,830 61,485
Undivided Profits 30,795 21,216
Net Unrealized Loss on
Securities Available
for Sale 17 (905)
Total Shareholders' Equity 91,642 81,796
Total Liabilities and
Shareholders' Equity $1,027,208 $ 940,613
Summary Balance Sheets
(In thousands)
Summary Statements of Income and Expense
(In thousands, except per share data)
<TABLE>
<CAPTION>
For the Three For the six
Months Ended Months Ended
6/30/97 6/30/96 6/30/97 6/30/96
<S> <C> <C> <C> <C>
Interest Income $20,326 $17,998 $39,566 $34,970
Interest Expenses 9,260 8,122 17,900 15,652
Net Interest Income 11,066 9,876 21,666 19,318
Provision for Loan Losses 830 723 1,330 1,035
Net Interest Income
After Provision 10,236 9,153 20,336 18,283
Noninterest Income 4,114 2,529 6,101 4,577
Noninterest Expenses 6,891 7,098 14,151 14,243
Net Income Before Income Taxes 7,459 4,584 12,286 8,617
Income Tax Expense 2,750 1,683 4,535 3,169
Net Income $ 4,709 $ 2,901 7,751 5,448
Primary Earnings per Share $ .43 $ .27 $ .72 $ .51
Average Common and Common Equivalent Shares 10,863 10,765 10,829 10,760
Fully Diluted Earnings per Share $ .43 $ .27 $ .71 $ .51
Average Common and Common Equivalent Shares
assuming full dilution 10,918 10,766 10,901 10,761
<PAGE>
Significant Ratios
Return on Assets 1.85% 1.27% 1.56% 1.23%
Return on Equity 21.17% 14.32% 17.64% 13.51%
Efficiency Ratio 45.40% 57.22% 50.96% 59.61%
Net Charge Offs to Average Loans .04% .04% .01% .04%
Allowance for Loan Losses to Loans 1.54% 1.49%
Allowance for Loan Losses to
Nonperforming Assets 176% 277%
</TABLE>
Triangle Bank Office Locations
Bailey
Battleboro
Benson
Carrboro
Cary (2)
Chapel Hill (2)
Clayton
Creedmoor
Dunn (2)
Durham
Fayetteville (2)
Fuquay-Varina
Garner
Goldsboro
Greenville (2)
Havelock
Lillington
Middlesex
Mount Olive
Nashville
New Bern (2)
Oxford (2)
Raleigh (4)
Red Oak
Rocky Mount
Scotland Neck
Seaboard
Sharpsburg
Spring Hope
Tarboro (2)
Whiteville (2)
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 on the NASDAQ National Market
System under the ticker symbol TRBC.
Market Makers:
Dean Witter Reynolds
Herzog, Heine, Geduld, Inc.
Interstate/Johnson Lane
Legg Mason Wood Walker, Inc.
Raymond James & Associates, Inc.
Robinson Humphrey Co., Inc.
Sandler O'Neill & Partners
Scott & Stringfellow
Wedbush Morgan Securities, Inc.
Wheat First Securities, Inc.
<TABLE> <S> <C>
<ARTICLE> 9
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-END> JUN-30-1997
<CASH> 33,424,919
<INT-BEARING-DEPOSITS> 396,396
<FED-FUNDS-SOLD> 350,000
<TRADING-ASSETS> 0
<INVESTMENTS-HELD-FOR-SALE> 140,213,809
<INVESTMENTS-CARRYING> 103,525,974
<INVESTMENTS-MARKET> 104,117,000
<LOANS> 709,864,261
<ALLOWANCE> 10,958,589
<TOTAL-ASSETS> 1,027,207,926
<DEPOSITS> 852,346,358
<SHORT-TERM> 46,525,754
<LIABILITIES-OTHER> 0
<LONG-TERM> 24,949,939
0
0
<COMMON> 60,829,923
<OTHER-SE> 30,811,920
<TOTAL-LIABILITIES-AND-EQUITY> 1,027,207,926
<INTEREST-LOAN> 32,149,904
<INTEREST-INVEST> 7,225,786
<INTEREST-OTHER> 189,976
<INTEREST-TOTAL> 39,565,666
<INTEREST-DEPOSIT> 16,765,335
<INTEREST-EXPENSE> 1,134,333
<INTEREST-INCOME-NET> 21,665,998
<LOAN-LOSSES> 1,330,000
<SECURITIES-GAINS> (27,309)
<EXPENSE-OTHER> 14,151,390
<INCOME-PRETAX> 12,286,035
<INCOME-PRE-EXTRAORDINARY> 12,286,035
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 7,751,035
<EPS-PRIMARY> .72
<EPS-DILUTED> .71
<YIELD-ACTUAL> 4.73
<LOANS-NON> 2,121,000
<LOANS-PAST> 3,712,000
<LOANS-TROUBLED> 0
<LOANS-PROBLEM> 0
<ALLOWANCE-OPEN> 9,715,000
<CHARGE-OFFS> 784,000
<RECOVERIES> 697,000
<ALLOWANCE-CLOSE> 10,959,000
<ALLOWANCE-DOMESTIC> 10,959,000
<ALLOWANCE-FOREIGN> 0
<ALLOWANCE-UNALLOCATED> 0
</TABLE>
