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, 1998
Commission file number - 000-21346
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 14,349,663
Class Outstanding at May 4, 1998
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
The Consolidated Balance Sheets as of March 31, 1998 and December 31,
1997 and the Consolidated Statements of Income and Comprehensive
Income and Cash Flows for the three month periods ended March 31, 1998
and March 31, 1997 have been included as attachments to this report.
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations.
General
The purpose of this discussion is to provide the reader with a concise
understanding of the performance and financial condition of Triangle
Bancorp (the "Company"). The Company is a multibank holding company
incorporated in November 1991 under the laws of the State of North
Carolina, with four wholly-owned subsidiaries: Triangle Bank
("Triangle"); Bank of Mecklenburg ("Mecklenburg") (collectively, the
"Banks"); Coastal Leasing LLC ("Coastal"); and Triangle Capital Trust.
Highlights
During the first quarter of 1998, the Company continued its strategy
of growth with the signing of a definitive agreement to acquire United
Federal Savings Bank ("UFSB") in Rocky Mount, North Carolina. UFSB
operates thirteen banking offices and reported total assets of $307
million at March 31, 1998. It is anticipated that this transaction
will be completed in September 1998, subject to regulatory and UFSB
shareholder approval.
In March 1998, the shareholders of Guaranty State Bank ("Guaranty") in
Durham approved the acquisition of their company by Triangle Bancorp.
This transaction was completed on April 16, 1998, at which time
Guaranty's four offices in Durham and approximately $107 million in
assets were merged into Triangle Bank.
Operating Results for the Three Months Ended March 31, 1998 and 1997
The Company's net income for the three months ended March 31, 1998 was
$4,577,000 compared to $3,675,000 for the same period in 1997, an
increase of 25%. Diluted earnings per share were $0.34 for the three
months ended March 31, 1998 compared to $0.28 per share for the same
period in 1997.
For the three months ended March 31, 1998 the annualized returns on
average assets and equity were 1.17% and 15.22%, respectively,
compared to 1.19% and 13.51%, respectively, for the same period in
1997.
Earnings for the period were positively impacted by an increase in net
interest income due to an increase in the volume of earning assets.
Net interest income for the three months ended March 31, 1998 was
$14,262,000 compared to $12,436,000 for the same period in 1997, an
Part I, Item 2 (Continued)
Operating Results (Continued)
increase of $1,826,000 or 15%. Average earning assets increased $309
million, primarily in loans ($164 million) and investment securities
($145 million). The increase in loans is due to internal growth as
well as the acquisition of two branch offices from Branch Banking and
Trust and eight branch offices from United Carolina Bank in August
1997 (the "Branch Acquisition") in which the Company assumed $61
million in loans outstanding. The increase in investment securities is
due to the overall growth in the Company as well as the $130 million
leveraged investment program implemented by Triangle in the fourth
quarter of 1997. This leveraged investment program employs a mix of
fixed and variable Federal Home Loan Bank ("FHLB") borrowings to
purchase mortgage backed securities. The yields on the investments
exceeds the cost of borrowings resulting in increased income for the
Company. Average costing liabilities increased by $299 million, $30
million in interest bearing demand deposits, $55 million in savings
and money market deposits, $59 million in time deposits and IRA's, and
$157 million in FHLB advances. The increase in deposits resulted from
growth in the Company as well as the deposits acquired in the Branch
Acquisition. The increase in FHLB advances was due to the leveraged
investment program described above. The net yield on interest earning
assets decreased to 4.08% at March 31, 1998 from 4.50% as of March 31,
1997. This decrease was primarily a result of the leveraged investment
program previously mentioned.
For the three months ended March 31, 1998, a loan loss provision of
$1,072,000 was made compared to a provision of $544,000 for the same
period in 1997. The increase in provision was due to an increase in
net charge offs in the first quarter of 1998 compared to the same
period in 1997 as well as growth in the loan portfolio and a continued
commitment to maintaining adequate loan loss reserves.
Noninterest income for the three months ended March 31, 1998 was
$2,990,000 compared to $2,491,000 for the same period in 1997, an
increase of $499,000 or 20%. Increases were seen in service charges on
deposit accounts, other commissions and fees, gains on sales of loans,
other fee income, and other operating income. These increases were
partially offset by lower gains on sales of securities. Also, in
January 1997, Mecklenburg segregated a group of securities into a
trading portfolio. During the first quarter of 1997, $310,000 in net
trading gains were recognized by Mecklenburg. By the time of the
Company's acquisition of Mecklenburg in October 1997, the trading
assets had been disposed of and the Company held no trading assets at
December 31, 1997.
Noninterest expenses increased $803,000, or 9%, for the three months
ended March 31, 1998 compared to the same period in 1997. Increases in
occupancy expenses, furniture and equipment expenses and amortization
of intangibles were incurred due to the addition of ten banking
offices through the Branch Acquisition.
Financial Condition
Total assets were $1.607 billion as of March 31, 1998, an increase of
$2 million from December 31, 1997. The loan portfolio and federal
funds sold increased $10 million and $26 million, respectively, while
investment securities decreased $24 million. Asset growth was
partially offset by the payoff of $45 million of FHLB advances by the
Banks.
Part I, Item 2 (Continued)
Financial Condition (continued)
The Company continued to maintain strong loan loss reserves during the
period. As a result of increased net chargeoffs and loan growth both
internally and due to the Branch Acquisition, the provision was
increased to $1,072,000 for the three months ended March 31, 1998 from
$544,000 for the same period in 1997. Nonperforming assets decreased
to $6.2 million at March 31, 1998 from $6.4 million at December 31,
1997 and from $6.8 million at March 31, 1997. The loan loss reserves
at March 31, 1998 were 1.45% of gross loans and 226% of nonperforming
assets and other real estate owned compared to 1.46% and 175%,
respectively, at March 31, 1997. Management feels loan loss reserves
are adequate. A summary of certain information related to the loan
loss reserves and nonperforming assets as of March 31, 1998 follows:
RESERVE FOR LOAN LOSSES AND NONPERFORMING ASSETS
(Dollars in Thousands)
Analysis of Reserve for Loan Losses:
Beginning Balance, January 1, 1998 $13,800
-------
Deduct charge-offs:
Commercial financial and agricultural 486
Real estate, construction and land development 0
Installment loans to individuals 219
Credit card and related plans 177
Lease receivables 51
-------
933
-------
Add recoveries:
Commercial, financial and agricultural 12
Real estate, construction and land development 11
Installment loans to individuals 12
Credit card and related plans 17
-------
52
-------
Net charge-offs 881
Additions charged to operations 1,072
-------
Ending balance, March 31, 1998 $13,991
=======
Ratio of net charge-offs to average loans
outstanding during the period 0.37%
Part I, Item 2 (Continued)
Financial Condition (Continued)
Analysis of Nonperforming Assets at March 31, 1998:
Nonaccrual loans:
Commercial, financial and agricultural $1,266
Real estate, construction and land development 1,799
Installment loans to individuals 35
Credit card and related plans 53
------
3,153
Loans contractually past due 90 days or more
as to principal or interest 2,686
Foreclosed assets 354
------
TOTAL $6,193
======
Total deposits were $1.26 billion at March 31, 1998, an increase of
$68 million from December 31, 1997. Most of the increase from December
31, 1997 was due to growth in public funds as a lower cost alternative
to retail certificates of deposits.
Capital
The adequacy of capital is reviewed regularly by the Company's
management, 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, 1998 were as follows:
Actual Required Excess
Percent Percent Percent
Tier 1 Capital to Risked Based Assets 10.63 % 4.00 % 6.63 %
Total Capital to Risked Based Assets 11.88% 8.00 % 3.88 %
Leverage Ratio 7.57 % 4.00 % 3.57 %
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.
Item 4. Submission of Matters to a Vote of Security Holders
On April 28, 1998, the Annual Shareholders Meeting was held by the
Company to consider the following matters: (i) to elect 10 members to
the Board of Directors; (ii) to consider and act upon a proposal to
amend Article 2 of the Corporation's Articles of Incorporation to
increase the number of authorized shares of common stock from
20,000,000 to 50,000,000; (iii) to consider and act upon a proposal to
approve the Triangle Bancorp, Inc. 1998 Omnibus Stock Plan; and (iv)
to consider a proposal to ratify the appointment of Coopers & Lybrand
L.L.P. as independent public accountants of the Company for 1998.
All directors nominated in proposal (i) were elected as directors.
Proxies were solicited pursuant to Regulation 14 under the Securities
and Exchange Act of 1934, and there was no solicitation in opposition
to the nominees.
The results of the other proposals were as follows:
The results of proposal (ii), approval of amendment to the
Corporation's Articles of Incorporation to increase the authorized
number of shares of Common Stock from 20,000,000 to 50,000,000:
9,061,269 for; 530,356 against; and 293,349 abstain.
The results of proposal (iii), approval of the Triangle Bancorp, Inc.
1998 Omnibus Stock Plan: 7,196,422 for; 423,881 against; 362,581
abstain; and 1,902,047 broker non-vote.
The results of proposal (iv), ratification of the appointment of
Coopers & Lybrand L.L.P. as independent public accountants of the
Company for 1998: 9,822,334 for; 22,160 against; and 40,399 abstain.
Item 5. Other Information
Not Applicable.
Part II, Item 4 (Continued)
Item 6. Exhibits and Reports on Form 8-K
a) Exhibits
(27) Financial data schedule.
b) Reports on Form 8-K
A Current Report on Form 8-K was filed on March 11, 1998 to report the
execution of an Agreement and Plan of Reorganization and Merger dated
March 4, 1998 by and among Triangle Bancorp, Inc., Triangle Bank and
United Federal Savings Bank, Rocky Mount, North Carolina ("UFSB"),
whereby UFSB will be merged into Triangle Bank.
A Current Report on Form 8-K was filed on March 20, 1998 to report the
authorization of the repurchase of up to 100,000 shares of the
registrant's common stock.
TRIANGLE BANCORP, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
IN THOUSANDS
UNAUDITED
March 31, 1998 December 31, 1997
-------------- -----------------
ASSETS
Cash and due from banks $ 48,272 $ 50,398
Federal funds sold 27,525 1,549
Interest-bearing deposits in banks 13,782 23,027
Securities available for sale 392,526 411,920
Securities held to maturity, market value;
$86,485 and $95,946 89,815 94,793
Loans and Leases, less allowance for losses of
$13,991 and $13,800 952,120 942,595
Premises and equipment, net 33,481 32,503
Interest receivable 12,922 12,626
Deferred income taxes 7,591 6,567
Intangible assets 26,813 27,681
Other assets 2,260 1,353
----------- -----------
Total Assets $ 1,607,107 $1,605,012
=========== ==========
LIABILITIES AND SHAREHOLDERS' EQUITY
Deposits:
Noninterest-bearing demand $ 185,546 $ 181,682
Interest-bearing demand 166,623 167,651
Savings and money market 243,960 242,127
Large denomination certificates of deposit 170,093 111,293
Other time 494,090 489,173
----------- -----------
Total Deposits 1,260,312 1,191,926
Short-term debt 40,309 61,506
Federal Home Loan Bank advances 148,500 193,500
Corporation obligated manditorily
redeemable securities 19,951 19,951
Interest payable 7,212 8,546
Other liabilities 9,276 10,490
----------- -----------
Total other liabilties 225,248 293,993
----------- -----------
Total liablities 1,485,560 1,485,919
----------- -----------
Commitments and contingencies*
SHAREHOLDERS' EQUITY
Common stock, no par value 20,000 76,737 75,562
authorized; 13,088 shares and
12,981 shares outstanding at
March 31, 1998 and December 31, 1997,
respectively
Undivided profits 46,332 43,324
Accumulated other comprehensive income (1,522) 207
----------- -----------
Total shareholders' equity 121,547 119,093
----------- -----------
Total liablities and
shareholders' equity $ 1,607,107 $1,605,012
=========== ==========
Standby letters of credit outstanding at March 31, 1998 amounted to $5,202
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
months ended months ended
March 31, 1998 March 31, 1997
-------------- --------------
INTEREST INCOME
Interest and fees on loans $21,927,471 $18,632,219
Securities 7,595,306 5,339,088
Interest bearing deposits 255,079 157,407
Federal funds sold 100,623 25,494
----------- -----------
Total interest income 29,878,479 24,154,208
INTEREST EXPENSE:
Large denomination certificates of deposit 2,073,291 1,589,182
Other deposits 9,902,634 8,876,039
Capital securities 469,168 --
Short-term debt 565,114 259,083
Other borrowed funds 2,606,147 993,576
----------- -----------
Total interest expense 15,616,354 11,717,880
----------- -----------
Net interest income 14,262,125 12,436,328
Provision for loan losses 1,071,600 544,000
----------- -----------
Net interest income after
provision for loan losses 13,190,525 11,892,328
----------- -----------
NONINTEREST INCOME:
Service charges on deposit accounts 1,750,665 1,400,647
Other commissions and fees 622,851 476,234
Gain on sale of securities 38,724 68,121
Trading gains, net -- 309,804
Gain on sale of loans 198,767 85,224
Other fee income 134,399 95,012
Other operating income 245,039 55,718
----------- -----------
Total noninterest income 2,990,445 2,490,760
----------- -----------
NONINTEREST EXPENSES:
Salaries and employee benefits 3,860,852 3,860,519
Occupancy expenses 1,004,963 765,117
Furniture and equipment expenses 828,921 631,857
Professional fees 263,532 586,798
Federal deposit insurance expense 30,000 18,000
Advertising and public relations 223,123 295,030
Office expenses 387,299 361,595
Telephone and communication 307,373 240,633
Merger expense 185,859 5,000
Amortization of intangible assets 791,829 390,607
Other operating expense 1,407,911 1,333,917
----------- -----------
Total noninterest expenses 9,291,662 8,489,073
----------- -----------
Net income before taxes 6,889,308 5,894,015
Income tax expense 2,312,203 2,218,693
----------- -----------
Net income $ 4,577,105 $ 3,675,322
=========== ===========
Basic income per share data:
Net income $ 0.35 $ 0.28
Average shares outstanding $13,057,382 $12,920,808
Diluted income per share data:
Net income $ 0.34 $ 0.28
Average common equivalent shares $13,536,567 $13,359,261
Cash dividends declared per share $ 0.12 $ 0.09
TRIANGLE BANCORP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
IN THOUSANDS
UNAUDITED
FOR THE FOR THE
THREE MONTHS THREE MONTHS
ENDED ENDED
MARCH 31, MARCH 31,
1998 1997
-------- --------
Cash flows from operating activities:
Net income $ 4,577 $ 3,675
Adjustments to reconcile net income to net cash provided by (used in)
operations:
Depreciation and amortization 1,431 897
Accretion of discount on investment securities,
net of amortization of premiums 464 219
Provision for loan losses 1,072 544
Gain on sale of investments (39) (68)
Gain on trading securities -- (310)
Gain on disposal of premises and equipment (4) (129)
Net change in trading securities -- (12,156)
Mortgage loans held for sale:
Originations -- (944)
Sales -- 3,357
Provision (benefit) for deferred taxes (50) --
Change in other assets and liabilities:
Interest receivable (296) (789)
Other assets (907) (492)
Interest payable (1,334) (222)
Other liabilities (1,214) 1,883
-------- --------
Net cash provided by (used in) operating activities 3,700 (4,535)
-------- --------
Cash flows from investing activities:
Proceeds from maturities and principal paydowns of securities AFS 18,177 5,134
Proceeds from maturities and principal paydowns of securities HTM 12,715 11,032
Proceeds from sales of investment securities AFS 10,787 57,214
Proceeds from sales of investment securities HTM 1,250 --
Purchases of investment securities AFS (12,691) (62,705)
Purchases of investment securities HTM (8,994) (4,280)
Net increase in loans made to customers (10,597) (42,863)
Capital expenditures, bank premises and equipment (1,541) (478)
Proceeds from sale of premises and equipment 4 210
-------- --------
Net cash provided by (used in) investing activities 9,110 (36,736)
-------- --------
Cash flows from financing activities:
Net increase in deposit accounts 68,386 49,865
Net decrease in short-term debt (21,197) (20,299)
Net increase (decrease) in FHLB advances (45,000) 8,500
Repurchase of common stock -- (545)
Cash dividends paid (1,569) (1,049)
Shares issued under stock plans 1,175 429
-------- --------
Net cash provided by financing activities 1,795 36,901
-------- --------
Net increase (decrease) in cash and cash equivalents 14,605 (4,370)
Cash and cash equivalents at beginning of period 74,974 43,615
-------- --------
Cash and cash equivalents at end of period $ 89,579 $ 39,245
======== ========
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 Months Ended March 31, 1998 and 1997
(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 four wholly-owned
subsidiaries, Triangle Bank, Bank of Mecklenburg, Coastal Leasing LLC, and
Triangle Capital Trust. 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, 1998 and 1997 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,
1998 and 1997, and the results of operations and cash flows for the periods
ended March 31, 1998 and 1997. The results for the interim periods are not
necessarily indicative of what results will be for the year ended December
31, 1998.
2. Reporting Comprehensive Income
On January 1, 1998, the Company adopted the provisions of Statement of
Financial Accounting Standards No. 130, "Reporting Comprehensive Income"
("SFAS No. 130"). As required by SFAS No. 130, prior year information has
been modified to conform with the new presentation.
Comprehensive income includes net income and other comprehensive income.
Other comprehensive income includes all other changes to an entity's
equity, with the exception of transactions with shareholders. The Company's
only component of other comprehensive income relates to unrealized gains
and losses on available for sale securities.
The Company's total comprehensive income for the three month periods ended
March 31, 1998 and 1997 was $2,848,000 and $3,254,000, respectively.
Information concerning the Company's other comprehensive income for the
three month periods ended March 31, 1998 and 1997 is as follows:
(In thousands)
1998 1997
-------- ------
Unrealized gains(losses) on available for sale
securities $ (2,645) $ (683)
Reclassification of gains recognized in net income 25 45
Income tax benefit relating to unrealized gains
(losses) on available for sale securities 891 217
-------- ------
Other comprehensive income $ (1,729) $ (421)
======== ======
3. Disclosures about Segments of an Enterprise and Related Information
On January 1, 1998, the Company adopted the provisions of Statement of
Financial Accounting Standards No. 131, "Disclosures about Segments of an
Enterprise and Related Information" ("SFAS No. 131"). SFAS No. 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 No. 131 did not have a material impact on
the financial statements of the Company.
4. Subsequent Event
On April 16, 1998, the Company completed the acquisition of Guaranty State
Bank ("Guaranty") headquartered in Durham, North Carolina. Guaranty had 4
branch offices and $104 million in total assets as of March 31, 1998. The
merger was accounted for as a pooling of interests and accordingly, the
Company's future historical consolidated financial statements will be
restated to reflect the accounts and results of operations of Guaranty as
if the merger had been effective as of the earliest period presented. In
connection with the acquisition, 1.41 shares of the Company's stock were
issued for each share of Guaranty's outstanding stock or approximately 1.26
million shares.
The following unaudited pro forma data summarizes the combined results of
operations of the Company and Guaranty as if the acquisition had been
completed as of March 31, 1998.
Three months
ended March Year ended December 31
31, 1998 1997 1996 1995
(In thousands, except per share data)
Total income $35,100 $128,466 $107,809 $89,132
Net interest income 15,419 57,915 49,491 43,095
Net income 4,911 17,724 14,300 10,086
Earnings per share:
Primary .34 1.25 1.04 .74
Fully diluted .33 1.20 1.00 .72
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 15, 1998 \s\ Debra L. Lee
---------------------------
Debra L. Lee,
EVP/Chief Financial Officer
TRIANGLE BANCORP, INC.
EXHIBIT INDEX
EXHIBIT
NUMBER NAME PAGE
- ------ ---- ----
27 Financial Data Schedule