U. S. SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q/A QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 1999 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 25,132,681 ------------ ---------- Class Outstanding at May 5, 1999 PART I - FINANCIAL INFORMATION Part I, Item 2, Management's Discussion and Analyis, and Part II, Item 5, Other Information, are being refiled to include "IMPACT OF YEAR 2000 ISSUE " with Management's Discussion and Analysis and not as Other Information. 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, Inc. (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. OPERATING RESULTS FOR THE THREE MONTHS ENDED MARCH 31, 1999 AND 1998 --------------------------------------------------------------------- The Company's net income for the three months ended March 31, 1999 was $6,602,000 compared to $5,382,000 for the same period in 1998, an increase of 23%. Diluted earnings per share were $0.26 for the three months ended March 31, 1999 compared to $0.21 per share for the same period in 1998. Excluding after-tax nonrecurring merger expenses in the first quarter of 1998, net income was $5,586,000 and diluted earnings per share were $.22. For the three months ended March 31, 1999, the annualized returns on average assets and equity were 1.27% and 16.08%, respectively, compared to 1.09% and 14.00%, respectively, for the same period in 1998. Excluding nonrecurring merger expenses in the first quarter of 1998, the annualized returns on average assets and equity were 1.14% and 14.53%, respectively. Net taxable equivalent interest income for the three months ended March 31, 1999 was $19,576,000 compared to $19,211,000 for the same period in 1998, an increase of $365,000. Average earning assets increased $104 million with loans increasing $109 million and investments declining by $5 million. While the volume of earning assets increased, the taxable equivalent yields declined due to the overall interest rate environment including the reduction in the prime based lending rate and accelerated mortgage prepayments on collateralized mortgage obligations in the investment portfolio. Average costing liabilities increased by $75 million, with deposits growing $34 million, short-term debt increasing $94 million and FHLB advances declining $54 million. The increase in short-term debt is attributable to the Company being in a federal funds purchased position for much of the first quarter of 1999 as compared to 1998. Also, reverse repurchase agreements were used as an alternative to higher priced deposits to fund loan growth. The cost of liabilities decreased when comparing the first quarter of 1999 to 1998, again due to the overall interest rate environment. The net taxable equivalent yield on interest earning assets decreased by 15 basis points to 4.08% for the quarter ended March 31, 1999 to 4.23% for the quarter ended March 31, 1998. For the three months ended March 31, 1999, a loan loss provision of $1,315,000 was made compared to a provision of $1,451,000 for the same period in 1998. Net charge-offs to average loans for the quarter ended March 31, 1999 were .35% compared to .41% for the quarter ended March 31, 1998. Noninterest income for the three months ended March 31, 1999 was $4,773,000 compared to $3,847,000 for the same period in 1998, an increase of $926,000 or 24%. An increase of $253,000 was seen in securities gains over 1998. Service charges on deposit accounts increased $147,000, with growth in activity charges and overdraft charges. Investment commissions and fees increased $176,000 due to increased volume at Triangle Investment Services. Other operating income increased $272,000 primarily due to income on bank owned life insurance purchased by the Company in the third quarter of 1998 and the first quarter of 1999. Recurring noninterest expenses decreased $271,000, or 2%, for the three months ended March 31, 1999 compared to the same period in 1998. The decrease is attributable to efficiencies achieved from two mergers in 1998, Guaranty State Bancorp in April and United Federal Savings Bank in September. The primary areas of decreases were salaries and benefits, office expenses and other operating expenses. Furniture and equipment expense increased over 1998 due to the addition of a new main frame computer and operations facility late in the first quarter of 1998. FINANCIAL CONDITION Total assets were $2.15 billion as of March 31, 1999, an increase of $31 million from December 31, 1998. Net loans grew $48 million to $1.4 billion as of March 31, 1999 from December 31, 1998. The loan growth was funded by decreases in investments and cash as well as deposit growth. Additional bank owned life insurance was purchased in the first quarter of 1999 increasing other assets by $20 million over the December 31, 1998 balance. The Company continued to maintain strong loan and lease loss reserves during the period with a reserve balance of $19,682,000 at March 31, 1999. Nonperforming assets increased slightly to $13 million at March 31, 1999 from $12.7 million at December 31, 1998. The loan and lease loss reserves at March 31, 1999 were 1.37% of gross loans and leases and 176% of nonperforming and nonaccrual loans compared to 1.42% and 184%, respectively, at December 31, 1998. Management feels loan and lease loss reserves are adequate. A summary of certain information related to the loan and loss reserves and nonperforming assets as of March 31, 1999 follows: RESERVE FOR LOAN AND LEASE LOSSES AND NONPERFORMING ASSETS (DOLLARS IN THOUSANDS) ANALYSIS OF RESERVE FOR LOAN AND LEASE LOSSES: Beginning balance, January 1, 1999 $19,584 ------- Deduct charge-offs: Commercial financial and agricultural 947 Real estate, construction and land development 0 Installment loans to individuals 413 Credit card and related plans 0 ------- 1,360 ------- Add recoveries: Commercial, financial and agricultural 32 Real estate, construction and land development 4 Installment loans to individuals 107 Credit card and related plans 00 ------- 143 ------- Net charge-offs 1,217 Additions charged to operations 1,315 ------- Ending balance, March 31, 1999 $19,682 ======= Ratio of net charge-offs to average loans and leases outstanding during the period 0.35% ANALYSIS OF NONPERFORMING ASSETS AT MARCH 31, 1999: Nonaccrual loans: Commercial, financial and agricultural $ 2,962 Real estate, construction and land development 1,662 Installment loans to individuals 84 Credit card and related plans 00 ------- 4,708 Loans contractually past due 90 days or more as to principal or interest 6,470 Foreclosed assets 1,857 ------- TOTAL $13,035 ======= Total deposits were $1.7 billion at March 31, 1999, an increase of $56 million from December 31, 1998. Significant growth in time deposits were offset somewhat by declines in noninterest bearing and interest bearing demand deposits. The growth in time deposits greater than $100,000 was the result of the Company implementing a program late in the fourth quarter of 1998 of accepting a limited amount of brokered deposits as an alternative to higher priced retail deposits. Short-term debt declined $29 million from December 31, 1998 to March 31, 1999 with federal funds purchased decreasing $20 million, masternotes decreasing $5.5 million and repurchase agreements decreasing $3.5 million. Federal Home Loan Bank advances declined $5 million at March 31, 1999 due to a maturity during the quarter. 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, 1999 were as follows: ACTUAL REQUIRED EXCESS PERCENT PERCENT PERCENT ------- ------- ------- Tier 1 Capital to Risked Based Assets 9.97% 4.00% 5.97% Total Capital to Risked Based Assets 11.15% 8.00% 3.15% Leverage Ratio 8.09% 4.00% 4.09% IMPACT OF YEAR 2000 ISSUE The Year 2000 Issue is the result of computer programs being written using two digits rather than four to define the applicable year. As a result, many automated applications may fail to function properly or may cease to function unless corrected or replaced. The Company is a "turnkey" institution; it does not write or develop any of its own computer applications, but instead purchases or licenses its applications from third party vendors. The Company has adopted a plan which calls for the Company's applications to properly process dates in the Year 2000 and beyond by April 30, 1999. As a "turnkey" institution, the Company is in dialogue with all of its vendors as to their preparedness for Year 2000. In addition, the Company has hired an independent consultant to assist it in all phases of its Year 2000 plan. In 1998, the Company completed its assessment of its existing computer systems and applications and had identified 30 mission critical applications. As of March 31, 1999, the Company had completed renovation, validation and implementation of all but four of its mission critical and three of its non-mission critical applications. Validation and implementation of all existing functions, both mission critical and non-mission critical, are expected to be completed by May 31, 1999. Since its original assessment, the Company has added four new applications, all of which have been scheduled for renovation and validation which is expected to be completed by July 31, 1999. As validation of a function occurs, the Company will develop a contingency plan for each function. As of March 31, 1999 the Company had begun contingency planning for all functions, which plan is to be completed by June 30, 1999. The Company has budgeted $1,000,000 for the Year 2000 plan, with approximately $50,000 for 1997, $750,000 for 1998 and $200,000 for 1999. The Company spent approximately $40,000 and $614,000 in 1997 and 1998, respectively, on Year 2000 issues. The amount spent on Year 2000 issues in the quarter ended March 31, 1999 was $94,000. The Company does not expect the costs of this process to be material to its financial condition or results of operations. Based on information now available, the Company anticipates its systems will properly process dates in the year 2000 and beyond. PART II - OTHER INFORMATION Item 5. Other Information Not applicable. 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 20, 1999 /s/ Debra L. Lee --------------------------- Debra L. Lee, EVP/Chief Financial Officer