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 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 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. 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 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: 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 ========== 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: Actual Required Excess Percent Percent Percent 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% 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. 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. TRIANGLE BANCORP, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS UNAUDITED June 30, December 31, 1997 1996 ASSETS 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 ------------------- ----------------- *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. TRIANGLE BANCORP, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF INCOME UNAUDITED 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: 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 The accompanying notes are an integral part of the consolidated financial statements. TRIANGLE BANCORP, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS UNAUDITED JUNE 30, JUNE 30, 1997 1996 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 ================ ================ The accompanying notes are an integral part of the consolidated financial statements. 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: 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. 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 TRIANGLE BANCORP, INC. EXHIBIT TABLE PAGE (19) Report furnished to security holders (27) Financial Data Schedule