##### Table of Contents



UNITED STATES SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 
 FORM 10-Q
 
 (Mark one)
 þ
    
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the quarterly period ended March 31, 2006
 OR
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the transition period from ______ to ______
 Commission file number: 333-126538
 
 TRIAD FINANCIAL CORPORATION
 (Exact name of registrant as specified in its charter)
 California(State of Incorporation)
    
    33-0356705(IRS Employer Identification No)7711 Center Avenue, Suite 100
Huntington Beach, California(Address of principal executive offices)
    
    92647(Zip Code)
 (714) 373-8300  (Registrants telephone number, including area code)
 
 R £
  £ £ R
 £ R




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##### 



TRIAD FINANCIAL CORPORATION
INDEX TO FORM 10-Q
 PagePART I
    
    FINANCIAL INFORMATIONITEM 1.
    
    FINANCIAL STATEMENTSCONSOLIDATED BALANCE SHEETS
    
    2CONSOLIDATED STATEMENTS OF INCOME
    
    3CONSOLIDATED STATEMENTS OF CASH FLOWS
    
    4NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
    
    5ITEM 2.
    
    MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
    
    17ITEM 3.
    
    QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
    
    30ITEM 4.
    
    CONTROLS AND PROCEDURES
    
    32PART II
    
    OTHER INFORMATIONITEM 1.
    
    LEGAL PROCEEDINGS
    
    32ITEM 1A.
    
    RISK FACTORS
    
    33ITEM 2.
    
    UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
    
    33ITEM 3.
    
    DEFAULTS UPON SENIOR SECURITIES
    
    33ITEM 4.
    
    SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
    
    33ITEM 5.
    
    OTHER INFORMATION
    
    33ITEM 6.
    
    EXHIBITS
    
    34SIGNATURES
    
    36EXHIBIT 31.1EXHIBIT 31.2EXHIBIT 32




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TRIAD FINANCIAL CORPORATION
 Forward-Looking Statements
  
    
    our ability to make payments of principal and interest on, or refinance, our
substantial indebtedness;
    
    our reliance on our warehouse facilities, residual facilities, securitization program
and credit enhancement arrangements;
    
    our ability to generate significant amounts of cash to service our debt and fund our operations;
    
    loss of contractual servicing rights;
    
    our exposure to the risk of increases in defaults and prepayments of contracts
purchased and held by us prior to their securitization and the subsequent performance of
receivables held in securitization trusts;
    
    changes in the delinquency, default and loss rates on the receivables included in each securitization trust;
    
    failure to implement our business strategy;
    
    the high degree of risk associated with non-prime borrowers;
    
    general economic conditions, including wholesale auction values and interest rates;
    
    our ability to successfully compete in our industry; and
    
    our ability to maintain the material licenses and permits required for our operations.
  1




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##### Table of Contents



Part I. FINANCIAL INFORMATION
 
 Item 1. FINANCIAL STATEMENTS
 
 TRIAD FINANCIAL CORPORATION
Consolidated Balance Sheets
 Successor
    
    
    SuccessorMarch 31, 2006
    
    
    December 31, 2005(Note 1)
    
    
    (Note 1)(Dollars in thousands)(Unaudited)ASSETSCash and cash equivalents
    
    $
    37,145
    
    
    $
    45,295Cash  restricted
    
    
    199,909
    
    
    
    153,231Finance receivables held for investment, net
    
    
    3,036,849
    
    
    
    2,596,809Retained interest in securitized assets
    
    
    174,767
    
    
    
    216,952Accounts receivable
    
    
    34,387
    
    
    
    31,438Fixed assets, net of accumulated depreciation of $7,707 in
2006 and $5,554 in 2005
    
    
    18,056
    
    
    
    16,733Collateral held for resale
    
    
    7,668
    
    
    
    8,158Capitalized financing costs, net of accumulated amortization
of $9,916 in 2006 and $6,851 in 2005
    
    
    20,034
    
    
    
    20,263Deferred tax asset, net
    
    
    13,472
    
    
    
    13,076Goodwill
    
    
    30,446
    
    
    
    30,446Other assets
    
    
    6,876
    
    
    
    5,755Total assets
    
    $
    3,579,609
    
    
    $
    3,138,156LIABILITIES AND STOCKHOLDERS EQUITYLiabilitiesRevolving credit facilities
    
    $
    795,040
    
    
    $
    935,848Due to Ford Motor Credit Company
    
    
    36,832
    
    
    
    52,323Securitization notes payable
    
    
    2,170,047
    
    
    
    1,572,268Senior notes payable
    
    
    149,100
    
    
    
    149,079Taxes payable
    
    
    
    
    
    
    6,923Other liabilities
    
    
    64,428
    
    
    
    64,883Total liabilities
    
    
    3,215,447
    
    
    
    2,781,324Commitments and contingencies (Note 12)Stockholders EquityCommon stock, no par value; authorized 9,069 shares; issued
and outstanding 9,069 shares at March 31, 2006 and December
31, 2005
    
    
    
    
    
    
    Additional paid in capital
    
    
    345,000
    
    
    
    345,000Retained earnings
    
    
    16,541
    
    
    
    9,983Accumulated other comprehensive income
    
    
    2,621
    
    
    
    1,849Total stockholders equity
    
    
    364,162
    
    
    
    356,832Total liabilities and stockholders equity
    
    $
    3,579,609
    
    
    $
    3,138,156
  2




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##### Table of Contents



TRIAD FINANCIAL CORPORATION
 Consolidated Statements of Income
 Successor
    
    
    
    PredecessorThree Months
    
    
    
    Three MonthsEnded
    
    
    
    EndedMarch 31, 2006
    
    
    
    March 31, 2005(Note 1)
    
    
    
    (Note 1)(Dollars in thousands)(Unaudited)Financing and other interest income
    
    $
    110,601
    
    
    
    $
    94,603Interest expense
    
    
    39,904
    
    
    
    
    15,606Net interest margin
    
    
    70,697
    
    
    
    
    78,997Provision for credit losses
    
    
    42,532
    
    
    
    
    Net interest margin after provision
for credit losses
    
    
    28,165
    
    
    
    
    78,997Securitization and servicing income
    
    
    7,303
    
    
    
    
    12,863Other income
    
    
    7,529
    
    
    
    
    12,775Total other revenues
    
    
    14,832
    
    
    
    
    25,638Operating expenses
    
    
    32,229
    
    
    
    
    30,063Other expenses
    
    
    
    
    
    
    
    21,751Total expenses
    
    
    32,229
    
    
    
    
    51,814Income before income taxes
    
    
    10,768
    
    
    
    
    52,821Provision for income taxes
    
    
    4,210
    
    
    
    
    19,919Net income
    
    $
    6,558
    
    
    
    $
    32,902
  3




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##### Table of Contents



TRIAD FINANCIAL CORPORATION
 Consolidated Statements of Cash Flows
 Successor
    
    
    
    PredecessorThree Months Ended
    
    
    
    Three Months EndedMarch 31,
    
    
    
    March 31,2006
    
    
    
    2005(Note 1)
    
    
    
    (Note 1)(Dollars in thousands)(Unaudited)Cash flows from operating activitiesNet income
    
    $
    6,558
    
    
    
    $
    32,902Adjustments to reconcile net income to net
cash provided by (used in) operating
activities:Purchases of finance receivables held
for sale
    
    
    
    
    
    
    
    (477,993
    )Collections on finance receivables
held for sale
    
    
    
    
    
    
    
    172,106Depreciation and amortization
    
    
    5,239
    
    
    
    
    2,060Provision for credit losses
    
    
    42,532
    
    
    
    
    Deferred income tax (benefit) expense
    
    
    (900
    )
    
    
    
    (3,876
    )Accretion of present value discount
    
    
    (8,171
    )
    
    
    
    (16,786
    )Amortization of purchase premium
    
    
    20,862
    
    
    
    
    Impairment charges on retained interest
on securitizations
    
    
    
    
    
    
    
    369Changes in operating assets and liabilitiesAccounts receivable
    
    
    (2,949
    )
    
    
    
    (4,336
    )Other assets
    
    
    (1,121
    )
    
    
    
    (10,081
    )Accounts payable and accrued expenses
    
    
    (454
    )
    
    
    
    (8,758
    )Current tax liability
    
    
    (6,923
    )
    
    
    
    23,801Net cash provided by (used in)
operating activities
    
    
    54,673
    
    
    
    
    (290,592
    )Cash flows from investing activitiesDistributions from gain on sale trusts
    
    
    51,632
    
    
    
    
    56,071Repurchases from gain on sale trusts
    
    
    (44,985
    )
    
    
    
    Purchases of finance receivables held for
investment
    
    
    (741,738
    )
    
    
    
    Collections on finance receivables held
for investment
    
    
    283,779
    
    
    
    
    13,033Change in restricted cash
    
    
    (46,678
    )
    
    
    
    Purchases of fixed assets
    
    
    (3,477
    )
    
    
    
    (1,136
    )Net cash (used in) provided by
investing activities
    
    
    (501,467
    )
    
    
    
    67,968Cash flows from financing activitiesNet change in warehouse credit facilities
    
    
    (146,808
    )
    
    
    
    Net change in residual credit facilities
    
    
    6,000
    
    
    
    
    Net change in due to Ford Motor Credit
Company
    
    
    (15,491
    )
    
    
    
    220,822Issuance of securitization notes
    
    
    822,426
    
    
    
    
    Payment on securitization notes
    
    
    (224,647
    )
    
    
    
    Capitalized finance costs
    
    
    (2,836
    )
    
    
    
    Net cash provided by financing activities
    
    
    438,644
    
    
    
    
    220,822Net decrease in cash and cash equivalents
    
    
    (8,150
    )
    
    
    
    (1,802
    )Cash and cash equivalentsBeginning of period
    
    
    45,295
    
    
    
    
    25,784End of period
    
    $
    37,145
    
    
    
    $
    23,982Non-cash ActivityTransfer of finance receivables from held
for sale to held for investment
    
    $
    
    
    
    
    $
    21,683Supplemental DisclosureInterest paid
    
    $
    39,357
    
    
    
    $
    Income taxes paid
    
    $
    12,248
    
    
    
    $
    
  4




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Triad Financial Corporation
 Notes to Consolidated Financial Statements
 1. Organization and Nature of Business
      2. Accounting Policies
 Basis of Presentation
    Cash Equivalents
  5




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##### Table of Contents



Triad Financial Corporation
 Notes to Consolidated Financial Statements  (Continued)
 Restricted Cash
  Finance Receivables
   Sale of Receivables
    6




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Triad Financial Corporation
 Notes to Consolidated Financial Statements  (Continued)
 Allowance for Credit Losses
   Charge-Off Policy
  Derivative Financial Instruments
 Accounting
for Derivative Instruments and Hedging Activities,
 Fixed Assets
   Equipment
    
    3-5 yearsSoftware
    
    3-5 yearsFurniture and fixtures
    
    5 years
    7




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##### Table of Contents



Triad Financial Corporation
 Notes to Consolidated Financial Statements  (Continued)
 Goodwill
  Income Taxes
   Use of Estimates
  3. Finance Receivables
  2006
    
    
    2005(Dollars in thousands)Predecessor finance receivables held for investment, net
    
    $
    1,276,727
    
    
    $
    1,468,410Finance receivables repurchased from gain on sale trusts, net
    
    
    29,209
    
    
    
    Finance receivables held for investment
    
    
    1,804,425
    
    
    
    1,174,775Premiums (discounts)
    
    
    (5,050
    )
    
    
    (4,701
    )Deferred costs, net
    
    
    14,500
    
    
    
    9,584Allowance for credit losses
    
    
    (82,962
    )
    
    
    (51,259
    )Finance receivables held for investment, net
    
    
    1,730,913
    
    
    
    1,128,399Finance receivables, net
    
    $
    3,036,849
    
    
    $
    2,596,809
   8




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##### Table of Contents



Triad Financial Corporation
 Notes to Consolidated Financial Statements  (Continued)
  SuccessorContractual
    
    
    Accretable
    
    
    NonaccretablePayments
    
    
    Discount
    
    
    Discount
    
    
    Total(Dollars in thousands)Balance, December 31, 2005
    
    $
    2,220,192
    
    
    $
    (227,072
    )
    
    $
    (524,710
    )
    
    $
    1,468,410Interest income
    
    
    (58,250
    )
    
    
    37,982
    
    
    
    
    
    
    
    (20,268
    )Charge-offs
    
    
    (19,518
    )
    
    
    
    
    
    
    19,518
    
    
    
    Change in contractual payments
    
    
    (217,363
    )
    
    
    (23,049
    )
    
    
    68,997
    
    
    
    (171,415
    )Balance, March 31, 2006
    
    $
    1,925,061
    
    
    $
    (212,139
    )
    
    $
    (436,195
    )
    
    $
    1,276,727
 4. Allowance For Credit Losses
  Successor
    
    
    
    PredecessorThree Months
    
    
    
    Three MonthsEnded
    
    
    
    EndedMarch 31,
    
    
    
    March 31,2006
    
    
    
    2005(Dollars in thousands)Balance, beginning of period
    
    $
    51,259
    
    
    
    $
    16,081Provision for credit losses
    
    
    42,532
    
    
    
    
    Charge-offs
    
    
    (11,296
    )
    
    
    
    (6,032
    )Recoveries
    
    
    467
    
    
    
    
    4,763Balance, end of period
    
    $
    82,962
    
    
    
    $
    14,812
   9




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##### Table of Contents



Triad Financial Corporation
 Notes to Consolidated Financial Statements  (Continued)
 5. Sales of Receivables
 Servicing Portfolio
  Successor
    
    
    
    PredecessorThree Months
    
    
    
    Three MonthsEnded
    
    
    
    EndedMarch 31,
    
    
    
    March 31,2006
    
    
    
    2005(Dollars in thousands)Balance, beginning of period
    
    $
    1,130,352
    
    
    
    $
    2,082,102Called receivables
    
    
    (45,632
    )
    
    
    
    Collections and write-offs
    
    
    (166,842
    )
    
    
    
    (278,082
    )Balance, end of period
    
    $
    917,878
    
    
    
    $
    1,804,020
  Retained Interest in Securitized Assets
  Successor
    
    
    
    Successor2006
    
    
    
    2005(Dollars in thousands)Restricted cash held for the benefit of securitizations
    
    
    70,938
    
    
    
    
    80,298Overcollateralization
    
    
    118,162
    
    
    
    
    150,283Interest-only
    
    
    (14,333
    )
    
    
    
    (13,629
    )Retained interest in securitized assets
    
    $
    174,767
    
    
    
    $
    216,952
    10




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Triad Financial Corporation
 Notes to Consolidated Financial Statements  (Continued)
  Subordinated
    
    
    Restricted
    
    
    Over-
    
    
    Interest-Certificates
    
    
    Cash
    
    
    Collateralization
    
    
    Only
    
    
    Total(Dollars in thousands)(Successor, Note 1)Balance, December 31, 2005
    
    $
    
    
    
    $
    80,298
    
    
    $
    150,283
    
    
    $
    (13,629
    )
    
    $
    216,952Distributions
    
    
    
    
    
    
    (9,360
    )
    
    
    (32,121
    )
    
    
    (10,151
    )
    
    
    (51,632
    )Residual interest income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    8,171
    
    
    
    8,171Impairment charge
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Unrealized gains (losses)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,276
    
    
    
    1,276Balance, March 31, 2006
    
    $
    
    
    
    $
    70,938
    
    
    $
    118,162
    
    
    $
    (14,333
    )
    
    $
    174,767(Predecessor, Note 1)Balance, December 31, 2004
    
    $
    26,934
    
    
    $
    82,225
    
    
    $
    254,445
    
    
    $
    (8,523
    )
    
    $
    355,081Distributions
    
    
    (16,849
    )
    
    
    (1,893
    )
    
    
    (21,759
    )
    
    
    (15,570
    )
    
    
    (56,071
    )Residual interest income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    16,786
    
    
    
    16,786Impairment charge
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (369
    )
    
    
    (369
    )Unrealized gains (losses)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (5,160
    )
    
    
    (5,160
    )Balance, March 31, 2005
    
    $
    10,085
    
    
    $
    80,332
    
    
    $
    232,686
    
    
    $
    (12,836
    )
    
    $
    310,267
   Securitization and Servicing Income
  Successor
    
    
    
    PredecessorThree Months
    
    
    
    Three MonthsEnded
    
    
    
    EndedMarch 31,
    
    
    
    March 31,2006
    
    
    
    2005(Dollars in thousands)Servicing fee income
    
    $
    7,303
    
    
    
    $
    13,232Impairment charge on retained interest in
securitized assets
    
    
    
    
    
    
    
    (369
    )Securitization and servicing income, net
    
    $
    7,303
    
    
    
    $
    12,863
 11




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Triad Financial Corporation
 Notes to Consolidated Financial Statements  (Continued)
 6. Revolving Credit Facilities
  2006
    
    
    2005(Dollars in thousands)Warehouse loan facilities
    
    $
    684,040
    
    
    $
    830,848Residual loan facilities
    
    
    111,000
    
    
    
    105,000Total revolving credit facilities
    
    $
    795,040
    
    
    $
    935,848
  Facility
    
    
    
    Advances
    
    
    
    CollateralAmount
    
    
    
    Outstanding
    
    
    
    Pledged(Dollars in thousands)Warehouse loan facility, due April 2007(a)
    
    $
    625,000
    
    
    
    $
    340,952
    
    
    
    $
    379,644Residual loan facility, due April 2007(a)
    
    
    125,000
    
    
    
    
    55,500
    
    
    
    
    218,815Warehouse loan facility, due October 2007
    
    
    625,000
    
    
    
    
    343,088
    
    
    
    
    382,301Residual loan facility, due October 2007
    
    
    125,000
    
    
    
    
    55,500
    
    
    
    
    218,815
 
 (a)
    
    Warehouse and residual loan facilities provided by Goldman Sachs Mortgage Company, an
affiliate of one of our equity investors.     12




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##### Table of Contents



Triad Financial Corporation
 Notes to Consolidated Financial Statements  (Continued)
 7. Due to Ford Motor Credit Company
  2006
    
    
    2005(Dollars in thousands)Note payable
    
    $
    36,832
    
    
    $
    52,323
     Successor
    
    
    
    PredecessorThree Months
    
    
    
    Three MonthsEnded
    
    
    
    EndedMarch 31,
    
    
    
    March 31,2006
    
    
    
    2005(Dollars in thousands)Interest expense
    
    $
    622
    
    
    
    $
    15,606Gain on interest rate swap agreement
    
    
    
    
    
    
    
    9,582
 8. Securitization Notes Payable
  OriginalWeightedAverageOriginal
    
    
    Fixed
    
    
    FinanceTransaction
    
    Note
    
    
    Interest
    
    
    Receivables
    
    
    NoteAmount
    
    
    Rate
    
    
    Pledged
    
    
    Balance(Dollars in thousands)2005-A, due June 12, 2012(a)
    
    $
    1,104,000
    
    
    
    4.09
    %
    
    $
    814,830
    
    
    $
    736,2842005-B, due April 12, 2013(a)
    
    $
    905,303
    
    
    
    4.32
    %
    
    $
    730,251
    
    
    $
    658,9092006-A, due April 12, 2013(a)
    
    $
    822,500
    
    
    
    4.88
    %
    
    $
    838,148
    
    
    $
    774,854
 
 (a)
    
    Maturity date represents final legal maturity of securitization notes payable. Securitization
notes payable are expected to be paid based on amortization of the finance receivables pledged
to the Trusts. 13




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##### Table of Contents



Triad Financial Corporation
 Notes to Consolidated Financial Statements  (Continued)
     9. Senior Notes Payable
    14




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##### Table of Contents



Triad Financial Corporation
 Notes to Consolidated Financial Statements  (Continued)
 10. Income Taxes
  Successor
    
    
    
    PredecessorThree Months Ended
    
    
    
    Three Months EndedMarch 31,
    
    
    
    March 31,2006
    
    
    
    2005(Dollars in thousands)Current:Federal
    
    $
    4,362
    
    
    
    $
    21,323State
    
    
    748
    
    
    
    
    2,472Total current expense
    
    
    5,110
    
    
    
    
    23,795Deferred:Federal
    
    
    (801
    )
    
    
    
    (3,598
    )State
    
    
    (99
    )
    
    
    
    (278
    )Total deferred expense (benefit)
    
    
    (900
    )
    
    
    
    (3,876
    )Total:Federal
    
    
    3,561
    
    
    
    
    17,725State
    
    
    649
    
    
    
    
    2,194Provision for income taxes
    
    $
    4,210
    
    
    
    $
    19,919Expected federal income tax at 35%
    
    $
    3,769
    
    
    
    $
    18,487State taxes, net of federal tax
    
    
    420
    
    
    
    
    1,426Other
    
    
    21
    
    
    
    
    6Provision for income taxes
    
    $
    4,210
    
    
    
    $
    19,919Effective income tax rate
    
    
    39.1
    %
    
    
    
    37.7
    %
 11. Derivative Financial Instruments
  12. Commitments and Contingencies
   15




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##### Table of Contents



Triad Financial Corporation
 Notes to Consolidated Financial Statements  (Continued)
    (Dollars in thousands)Year ending December 31,2006
    
    $
    2,6112007
    
    $
    3,4822008
    
    $
    2,0012009
    
    $
    1,7042010
    
    $
    1,7042011 and thereafter
    
    $
    3,266
 13. Other Comprehensive Income
  For the Three Months EndedMarch 31,2006
    
    
    2005(Dollars in thousands)Unrealized holding gains (losses) on available for sale securities
    
    $
    1,745
    
    
    
    (1,173
    )Net reclassification into earnings
    
    
    (469
    )
    
    
    (3,987
    )$
    (1,276
    )
    
    $
    (5,160
    )
 16




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##### Table of Contents



ITEM 2.
    
    MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
 The following discussion and analysis of our historical consolidated financial statements
covers periods before the consummation of the Acquisition. From June 1999 through April 29, 2005,
the Company was a wholly owned subsidiary of Fairlane Credit, LLC, a wholly owned subsidiary of
Ford Motor Credit Company (Ford Credit). On April 29, 2005, a newly formed entity, Triad Holdings
Inc. and its wholly owned subsidiary, Triad Acquisition Corp., acquired all of the outstanding
capital stock of the Company from Fairlane Credit, LLC (the Acquisition). As part of the
Acquisition, Triad Acquisition Corp. was merged with and into Triad Financial Corporation with the
Company being the surviving corporation.
 In accordance with the guidelines for accounting for business combinations, the purchase price
paid by Triad Holdings Inc. plus related purchase accounting adjustments have been pushed-down and
recorded in our financial statements for the period subsequent to April 29, 2005. This has resulted
in a new basis of accounting reflecting the fair market value of our assets and liabilities for the
successor period beginning April 30, 2005. Information for all predecessor periods prior to the
Acquisition are presented using our historical basis of accounting. The following discussion and
analysis of results of operations contains information on items impacting the comparability of the
predecessor and successor periods.
 The statements in the discussion and analysis regarding our expectations regarding the
performance of our business, our liquidity and capital resources and other non-historical
statements are forward-looking statements. These forward-looking statements are subject to numerous
risks and uncertainties. Our actual results may differ materially from those contained in or
implied by any of these forward-looking statements.
 General
    17




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##### Table of Contents



Critical Accounting Policies and Use of Estimates
  Effects of the Transactions
  Components of Revenues and Expenses
   18




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##### Table of Contents



Results of Operations
 Three Months Ended March 31, 2006 as Compared to Three Months Ended March 31, 2005
  Net Interest Margin
  For the Three Months EndedMarch 31,2006
    
    
    2005(Dollars in thousands)Held for sale
    
    
    N/A
    
    
    $
    1,751,281Held for investment
    
    
    2,862,421
    
    
    
    149,866Average owned finance receivables, carrying value
    
    $
    2,862,421
    
    
    $
    1,901,147
    For the Three Months EndedMarch 31,2006
    
    
    2005(Dollars in thousands)Financing income
    
    $
    100,555
    
    
    $
    77,344Other interest income
    
    
    10,046
    
    
    
    17,259Interest expense
    
    
    (39,904
    )
    
    
    (15,606
    )Net interest margin
    
    $
    70,697
    
    
    $
    78,997Annualized financing income as a
percentage of average owned finance
receivables
    
    
    14.1
    %
    
    
    16.3
    %
  19




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##### Table of Contents



Provision for Credit Losses
  Securitization and Servicing Income
  For the Three Months EndedMarch 31,2006
    
    
    2005(Dollars in thousands)Servicing fee income
    
    $
    7,303
    
    
    
    13,232Impairment charge on retained interest
    
    
    
    
    
    
    (369
    )Securitization and servicing income
    
    $
    7,303
    
    
    $
    12,863
  20




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##### Table of Contents



Other Income
  For the Three Months EndedMarch 31,2006
    
    
    2005(Dollars in thousands)Customer fees
    
    $
    5,071
    
    
    $
    2,810Gains on interest rate swap agreements
    
    
    1,991
    
    
    
    9,582Other
    
    
    467
    
    
    
    383Other income
    
    $
    7,529
    
    
    $
    12,775
  Expenses
   Income Taxes
  Credit Quality
   21




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##### Table of Contents



At March 31,
    
    
    At December 31,2006
    
    
    2005(Dollars in thousands)Predecessor finance receivables held for investment, net
    
    $
    1,276,727
    
    
    $
    1,468,410Finance receivables repurchased from gain on sale trusts
    
    
    29,209
    
    
    
    Owned finance receivables held for investment
    
    
    1,804,425
    
    
    
    1,174,775Allowance for credit losses
    
    
    (82,962
    )
    
    
    (51,259
    )Owned finance receivables held for investment, net of allowance
    
    
    1,721,463
    
    
    
    1,123,516Allowance for credit losses as a percentage of receivables
    
    
    4.6
    %
    
    
    4.4
    %Total owned finance receivables, net
    
    $
    3,027,399
    
    
    $
    2,591,926
   At March 31,
    
    
    At December 31,2006
    
    
    2005Amount
    
    
    Percent
    
    
    Amount
    
    
    Percent(Dollars in thousands)Delinquent contracts:31 to 60 days
    
    $
    119,571
    
    
    
    3.8
    %
    
    $
    155,009
    
    
    
    5.7
    %Greater than 60 days
    
    
    26,669
    
    
    
    0.8
    
    
    
    44,079
    
    
    
    1.6146,240
    
    
    
    4.6
    
    
    
    199,088
    
    
    
    7.3In repossession
    
    
    7,668
    
    
    
    0.2
    
    
    
    8,158
    
    
    
    0.3$
    153,908
    
    
    
    4.8
    %
    
    $
    207,246
    
    
    
    7.6
    %
    22




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##### Table of Contents



At March 31,
    
    At December 31,2006
    
    2005Percent
    
    PercentNever extended
    
    
    88.7
    %
    
    
    89.1
    %Extended:1-2 times
    
    
    10.9
    %
    
    
    10.6
    %3-4 times
    
    
    0.4
    %
    
    
    0.3
    %Total extended
    
    
    11.3
    %
    
    
    10.9
    %Total
    
    
    100.0
    %
    
    
    100.0
    %
    For the Three Months EndedMarch 31,2006
    
    
    2005(Dollars in thousands)Repossession charge-offs
    
    $
    50,667
    
    
    $
    29,118Less: Recoveries
    
    
    (34,762
    )
    
    
    (21,351
    )Mandatory charge-offs(1)
    
    
    15,584
    
    
    
    8,624Net charge-offs
    
    $
    31,489
    
    
    $
    16,391Annualized net charge-offs as a
percentage of average total owned
receivables outstanding
    
    
    4.4
    %
    
    
    3.5
    %Recoveries as a percentage of charge-offs
    
    
    52.5
    %
    
    
    56.6
    %
 
 (1)
    
    Mandatory charge-offs represent accounts charged-off in full with no recovery amounts
realized at the time of charge-off.  23




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##### Table of Contents



Other Comprehensive Income
  For the Three Months EndedMarch 31,2006
    
    
    2005(Dollars in thousands)Unrealized holding gains (losses) on available for sale securities
    
    $
    1,745
    
    
    
    (1,173
    )Net reclassification into earnings
    
    
    (469
    )
    
    
    (3,987
    )$
    (1,276
    )
    
    $
    (5,160
    )
   Total Managed Information
    24




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##### Table of Contents



For the Three Months EndedMarch 31,2006
    
    
    2005(Dollars in thousands)Average owned finance receivables, carrying value
    
    $
    2,862,421
    
    
    $
    1,901,147Average sold finance receivables
    
    
    1,009,067
    
    
    
    1,944,558Average total managed finance receivables
    
    $
    3,871,488
    
    
    $
    3,845,705
 Total Managed Net Interest Margin
  For the Three Months EndedMarch 31,2006
    
    
    2005(Dollars in thousands)Financing and other interest income
    
    $
    172,129
    
    
    $
    171,199Interest expense
    
    
    (47,709
    )
    
    
    (28,290
    )Net interest margin
    
    $
    124,420
    
    
    $
    142,909
  For the Three Months EndedMarch 31,2006
    
    
    2005(Dollars in thousands)Net margin as reflected on the consolidated statements of income
    
    $
    70,697
    
    
    $
    78,997Other interest income
    
    
    (10,046
    )
    
    
    (17,259
    )Financing revenue on sold receivables
    
    
    43,183
    
    
    
    81,079Interest expense on sold receivables
    
    
    (7,805
    )
    
    
    (12,683
    )Premium amortization
    
    
    20,862
    
    
    
    Other income
    
    
    7,529
    
    
    
    12,775Total managed net interest margin
    
    $
    124,420
    
    
    $
    142,909
  For the Three MonthsEndedMarch 31,2006
    
    
    2005(Dollars inThousands)Annualized finance revenue, fee and other income
    
    
    17.8
    %
    
    
    17.8
    %Annualized interest expense
    
    
    (4.9
    )
    
    
    (2.9
    )Annualized net interest margin as a percentage of average total managed receivables
    
    
    12.9
    %
    
    
    14.9
    %
  25




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##### Table of Contents



Total Managed Credit Quality
   At March 31, 2006Owned
    
    
    Sold
    
    
    Total Managed(Dollars in thousands)Owned finance receivables, unpaid principal balance
    
    $
    3,206,905
    
    
    $
    
    
    
    $
    3,206,905Sold finance receivables
    
    
    
    
    
    
    917,878
    
    
    
    917,878Total managed finance receivables
    
    $
    3,206,518
    
    
    $
    917,878
    
    
    $
    4,124,783Number of outstanding contracts
    
    
    208,906
    
    
    
    93,589
    
    
    
    302,495Average principal amount of outstanding contracts (in
dollars)
    
    $
    15,351
    
    
    $
    9,808
    
    
    $
    13,636
 At December 31, 2005Owned
    
    
    Sold
    
    
    Total Managed(Dollars in thousands)Owned finance receivables
    
    $
    2,736,183
    
    
    $
    
    
    
    $
    2,736,183Sold finance receivables
    
    
    
    
    
    
    1,130,352
    
    
    
    1,130,352Total managed finance receivables
    
    $
    2,736,183
    
    
    $
    1,130,352
    
    
    $
    3,866,535Number of outstanding contracts
    
    
    176,617
    
    
    
    112,317
    
    
    
    288,934Average principal amount of
outstanding contracts (in
dollars)
    
    $
    15,492
    
    
    $
    10,064
    
    
    $
    13,382
  At March 31, 2006Owned
    
    
    Sold
    
    
    Total ManagedDelinquent contracts:
    
    Amount
    
    
    Percent
    
    
    Amount
    
    
    Percent
    
    
    Amount
    
    
    Percent(Dollars in thousands)31 to 60 days
    
    $
    119,571
    
    
    
    3.8
    %
    
    $
    68,776
    
    
    
    7.5
    %
    
    $
    188,347
    
    
    
    4.6
    %Greater than 60 days
    
    
    26,669
    
    
    
    0.8
    
    
    
    14,865
    
    
    
    1.6
    
    
    
    41,534
    
    
    
    1.0146,240
    
    
    
    4.6
    
    
    
    83,641
    
    
    
    9.1
    
    
    
    229,881
    
    
    
    5.6In repossession
    
    
    7,668
    
    
    
    0.2
    
    
    
    8,212
    
    
    
    0.9
    
    
    
    15,880
    
    
    
    0.4$
    153,908
    
    
    
    4.8
    %
    
    $
    91,853
    
    
    
    10.0
    %
    
    $
    245,761
    
    
    
    6.0
    %
 At December 31, 2005Owned
    
    
    Sold
    
    
    Total ManagedDelinquent contracts:
    
    Amount
    
    
    Percent
    
    
    Amount
    
    
    Percent
    
    
    Amount
    
    
    Percent(Dollars in thousands)31 to 60 days
    
    $
    155,009
    
    
    
    5.7
    %
    
    $
    120,474
    
    
    
    10.7
    %
    
    $
    275,483
    
    
    
    7.1
    %Greater than 60 days
    
    
    44,079
    
    
    
    1.6
    
    
    
    37,240
    
    
    
    3.3
    
    
    
    81,319
    
    
    
    2.1199,088
    
    
    
    7.3
    
    
    
    157,714
    
    
    
    14.0
    
    
    
    356,802
    
    
    
    9.2In repossession
    
    
    8,158
    
    
    
    0.3
    
    
    
    13,476
    
    
    
    1.2
    
    
    
    21,634
    
    
    
    0.6$
    207,246
    
    
    
    7.6
    %
    
    $
    171,190
    
    
    
    15.2
    %
    
    $
    378,436
    
    
    
    9.8
    %
  26




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##### Table of Contents



At March 31, 2005Owned
    
    
    Sold
    
    
    Total ManagedNever extended
    
    
    88.7
    %
    
    
    59.7
    %
    
    
    82.3
    %Extended:1-2 times
    
    
    10.9
    %
    
    
    38.9
    %
    
    
    17.1
    %3-4 times
    
    
    0.4
    %
    
    
    1.4
    %
    
    
    0.6
    %Total extended
    
    
    11.3
    %
    
    
    40.3
    %
    
    
    17.7
    %Total
    
    
    100.0
    %
    
    
    100.0
    %
    
    
    100.0
    %
 At December 31, 2005Owned
    
    
    Sold
    
    
    Total ManagedNever extended
    
    
    89.1
    %
    
    
    60.8
    %
    
    
    80.8
    %Extended:1-2 times
    
    
    10.6
    %
    
    
    37.7
    %
    
    
    18.5
    %3-4 times
    
    
    0.3
    %
    
    
    1.5
    %
    
    
    0.7
    %Total extended
    
    
    10.9
    %
    
    
    39.2
    %
    
    
    19.2
    %Total
    
    
    100.0
    %
    
    
    100.0
    %
    
    
    100.0
    %
   27




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##### Table of Contents



For the Three Months EndedMarch 31,2006
    
    
    2005(Dollars in thousands)Owned:Repossession charge-offs
    
    $
    50,667
    
    
    $
    29,118Less: Recoveries
    
    
    (34,762
    )
    
    
    (21,351
    )Mandatory charge-offs(1)
    
    
    15,584
    
    
    
    8,624Net charge-offs
    
    $
    31,489
    
    
    $
    16,391Sold:Charge-offs
    
    $
    37,009
    
    
    $
    69,582Less: Recoveries
    
    
    (19,473
    )
    
    
    (29,596
    )Mandatory charge-offs(1)
    
    
    
    
    
    
    Net charge-offs
    
    $
    17,536
    
    
    $
    40,256Total Managed:Repossession charge-offs
    
    $
    87,676
    
    
    $
    98,971Less: Recoveries
    
    
    (54,235
    )
    
    
    (50,940
    )Mandatory charge-offs(1)
    
    
    15,584
    
    
    
    8,624Net charge-offs
    
    $
    49,025
    
    
    $
    56,647Annualized net charge-offs as a
percentage of average total managed
receivables outstanding
    
    
    5.1
    %
    
    
    5.9
    %Recoveries as a percentage of charge-offs
    
    
    52.5
    %
    
    
    47.4
    %
 
 (1)
    
    Mandatory charge-offs represent accounts charged-off in full with no recovery amounts
realized at time of charge-off.  Liquidity and Capital Resources
 General
   28




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##### Table of Contents



Contractual and Long-Term Debt Obligations
  Securitizations
     29




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##### Table of Contents



Off-Balance Sheet Arrangements
  Recent Accounting Pronouncements
    
 ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
 Interest Rate Risk
 General
  30




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##### Table of Contents



Warehouse and Residual Facilities
   Securitizations
    31




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##### Table of Contents



Interest Rate Swap Agreements
   
 ITEM 4. CONTROLS AND PROCEDURES
    
 PART II. OTHER INFORMATION
 
 ITEM 1. LEGAL PROCEEDINGS
  32




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##### Table of Contents



ITEM 1A. RISK FACTORS
  
 ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
  
 ITEM 3. DEFAULTS UPON SENIOR SECURITIES
  
 ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
  
 ITEM 5. OTHER INFORMATION
  33




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##### Table of Contents



ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
 ExhibitNo.
    
    Description2.1
    
    Stock Purchase Agreement, dated as of December 23, 2004, among Triad
Holdings Inc., Triad Acquisition Corp. and Fairlane Credit LLC
(incorporated herein by reference to Exhibit 2.1 to the Registration
Statement on Form S-4/A of Triad Financial Corporation, filed on November
15, 2005 (File No. 333-126538)).3.1
    
    Second Amended and Restated Articles of Incorporation of Triad Financial
Corporation (incorporated herein by reference to the Companys
Registration Statement on Form S-3, filed on June 10, 2002 (File No.
333-90130)).3.2
    
    Third Amended and Restated Bylaws of Triad Financial Corporation
(incorporated herein by reference to Exhibit 3.2 to the Registration
Statement on Form S-4 of Triad Financial Corporation, filed on July 12,
2005 (File No. 333-126538)).4.1
    
    Indenture, dated as of April 29, 2005, among Triad Acquisition Corp. and
JPMorgan Chase Bank, N.A., as Trustee (incorporated herein by reference
to Exhibit 4.1 to the Registration Statement on Form S-4 of Triad
Financial Corporation, filed on July 12, 2005 (File No. 333-126538)).4.2
    
    Supplemental Indenture, dated as of April 29, 2005, among Triad Financial
Corporation and JPMorgan Chase Bank, N.A., as Trustee (incorporated
herein by reference to Exhibit 4.2 to the Registration Statement on Form
S-4 of Triad Financial Corporation, filed on July 12, 2005 (File No.
333-126538)).4.3
    
    Exchange and Registration Rights Agreement, dated as of April 29, 2005,
among Triad Acquisition Corp. and Goldman, Sachs & Co., and Citigroup
Global Markets Inc., as representatives of the several Purchasers
(incorporated herein by reference to Exhibit 4.3 to the Registration
Statement on Form S-4 of Triad Financial Corporation, filed on July 12,
2005 (File No. 333-126538)).4.4
    
    Form of Senior Note (attached as exhibit to Exhibit 4.1).10.1
    
    Employment Agreement, dated as of April 29, 2005, between the Company and
James M. Landy (incorporated herein by reference to Exhibit 10.1 to the
Registration Statement on Form S-4 of Triad Financial Corporation, filed
on July 12, 2005 (File No. 333-126538)).*10.2
    
    Employment Agreement, dated as of November 11, 2005, between the Company
and Chris A. Goodman (incorporated herein by reference to Exhibit 10.2 on
Form 10-K of Triad Financial Corporation, filed on March 31, 2006 (File
No. 333-126538)).10.3
    
    Management Agreement, dated as of April 29, 2005, among the Company,
Triad Holdings, LLC, Triad Holdings Inc. and Hunters Glen/Ford Ltd
(incorporated herein by reference to Exhibit 10.2 to the Registration
Statement on Form S-4 of Triad Financial Corporation, filed on July 12,
2005 (File No. 333-126538)).10.4
    
    Warehouse Lending Agreement, dated as of April 29, 2005, among the
Company, Triad Financial Warehouse Special Purpose LLC, Triad Automobile
Receivables Warehouse Trust, JPMorgan Chase Bank, as Collection Account
Bank and Citigroup Global Markets Realty Corp., as lender (incorporated
herein by reference to Exhibit 10.3 to the Registration Statement on Form
S-4 of Triad Financial Corporation, filed on July 12, 2005 (File No.
333-126538)).10.5
    
    Warehouse Lending Agreement, dated as of April 29, 2005, among the
Company, Triad Financial Warehouse Special Purpose LLC, Triad Automobile
Receivables Warehouse Trust, JPMorgan Chase Bank, as Collection Account
Bank and Goldman Sachs Mortgage Company, as lender (incorporated herein
by reference to Exhibit 10.4 to the Registration Statement on Form S-4 of
Triad Financial Corporation, filed on July 12, 2005 (File No.
333-126538)).
 34




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##### Table of Contents



ExhibitNo.
    
    Description10.6
    
    Master Residual Loan Agreement, dated as of April 29, 2005, among Triad
Financial Residual Special Purpose LLC, JPMorgan Chase Bank, N.A., as
Collection Account Bank and Citigroup Global Markets Realty Corp
(incorporated herein by reference to Exhibit 10.5 to the Registration
Statement on Form S-4 of Triad Financial Corporation, filed on July 12,
2005 (File No. 333-126538)).10.7
    
    Master Residual Loan Agreement, dated as of April 29, 2005, among Triad
Financial Residual Special Purpose LLC, JPMorgan Chase Bank, N.A., as
Collection Account Bank and Goldman Sachs Mortgage Company (incorporated
herein by reference to Exhibit 10.6 to the Registration Statement on Form
S-4 of Triad Financial Corporation, filed on July 12, 2005 (File No.
333-126538)).10.8
    
    Registration Rights Agreement dated as of April 29, 2005 among Triad
Holdings Inc. and certain holders of common stock (incorporated herein by
reference to Exhibit 10.7 to the Registration Statement on Form S-4 of
Triad Financial Corporation, filed on July 12, 2005 (File No.
333-126538)).10.9
    
    Stockholders Agreement, dated as of April 29, 2005, among Triad Holdings
Inc., Triad Holdings, LLC and James M. Landy (incorporated herein by
reference to Exhibit 10.8 to the Registration Statement on Form S-4 of
Triad Financial Corporation, filed on July 12, 2005 (File No.
333-126538)).10.10
    
    Limited Liability Company Agreement of Triad Holdings, LLC (incorporated
herein by reference to Exhibit 10.9 to the Registration Statement on Form
S-4 of Triad Financial Corporation, filed on July 12, 2005 (File No.
333-126538)).10.11
    
    HFI Loan and Security Agreement, dated as of April 29, 2005, between the
Company and Ford Motor Credit Company (incorporated herein by reference
to Exhibit 10.10 to the Registration Statement on Form S-4 of Triad
Financial Corporation, filed on July 12, 2005 (File No. 333-126538)).10.12
    
    Carl B. Webb Compensation Arrangement (incorporated herein by reference
to Exhibit 10.11 to the Registration Statement on Form S-4 of Triad
Financial Corporation, filed on July 12, 2005 (File No. 333-126538)).*31.1
    
    Certification of Chief Executive Officer (Section 302 Certification).31.2
    
    Certification of Principal Financial Officer (Section 302 Certification).32.
    
    Certification of Periodic Financial Report (Section 906 Certification).
 
 *
    
    Management contract or compensatory plan or arrangement.
    
    Filed herewith. 35




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##### Table of Contents



SIGNATURES
  Date: May 12, 2006
    
    /s/ CARL B. WEBBCarl B. Webb
President & Chief Executive OfficerDate: May 12, 2006
    
    /s/ MIKE L. WILHELMSMike L. Wilhelms
Senior Vice President & Chief Financial Officer
 36




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EXHIBIT INDEX
 ExhibitNo.
    
    Description2.1
    
    Stock Purchase Agreement, dated as of December 23, 2004, among Triad
Holdings Inc., Triad Acquisition Corp. and Fairlane Credit LLC
(incorporated herein by reference to Exhibit 2.1 to the Registration
Statement on Form S-4/A of Triad Financial Corporation, filed on November
15, 2005 (File No. 333-126538)).3.1
    
    Second Amended and Restated Articles of Incorporation of Triad Financial
Corporation (incorporated herein by reference to the Companys
Registration Statement on Form S-3, filed on June 10, 2002 (File No.
333-90130)).3.2
    
    Third Amended and Restated Bylaws of Triad Financial Corporation
(incorporated herein by reference to Exhibit 3.2 to the Registration
Statement on Form S-4 of Triad Financial Corporation, filed on July 12,
2005 (File No. 333-126538)).4.1
    
    Indenture, dated as of April 29, 2005, among Triad Acquisition Corp. and
JPMorgan Chase Bank, N.A., as Trustee (incorporated herein by reference
to Exhibit 4.1 to the Registration Statement on Form S-4 of Triad
Financial Corporation, filed on July 12, 2005 (File No. 333-126538)).4.2
    
    Supplemental Indenture, dated as of April 29, 2005, among Triad Financial
Corporation and JPMorgan Chase Bank, N.A., as Trustee (incorporated
herein by reference to Exhibit 4.2 to the Registration Statement on Form
S-4 of Triad Financial Corporation, filed on July 12, 2005 (File No.
333-126538)).4.3
    
    Exchange and Registration Rights Agreement, dated as of April 29, 2005,
among Triad Acquisition Corp. and Goldman, Sachs & Co., and Citigroup
Global Markets Inc., as representatives of the several Purchasers
(incorporated herein by reference to Exhibit 4.3 to the Registration
Statement on Form S-4 of Triad Financial Corporation, filed on July 12,
2005 (File No. 333-126538)).4.4
    
    Form of Senior Note (attached as exhibit to Exhibit 4.1).10.1
    
    Employment Agreement, dated as of April 29, 2005, between the Company and
James M. Landy (incorporated herein by reference to Exhibit 10.1 to the
Registration Statement on Form S-4 of Triad Financial Corporation, filed
on July 12, 2005 (File No. 333-126538)).*10.2
    
    Employment Agreement, dated as of November 11, 2005, between the Company
and Chris A. Goodman (incorporated herein by reference to Exhibit 10.2 on
Form 10-K of Triad Financial Corporation, filed on March 31, 2006 (File
No. 333-126538)).10.3
    
    Management Agreement, dated as of April 29, 2005, among the Company,
Triad Holdings, LLC, Triad Holdings Inc. and Hunters Glen/Ford Ltd
(incorporated herein by reference to Exhibit 10.2 to the Registration
Statement on Form S-4 of Triad Financial Corporation, filed on July 12,
2005 (File No. 333-126538)).10.4
    
    Warehouse Lending Agreement, dated as of April 29, 2005, among the
Company, Triad Financial Warehouse Special Purpose LLC, Triad Automobile
Receivables Warehouse Trust, JPMorgan Chase Bank, as Collection Account
Bank and Citigroup Global Markets Realty Corp., as lender (incorporated
herein by reference to Exhibit 10.3 to the Registration Statement on Form
S-4 of Triad Financial Corporation, filed on July 12, 2005 (File No.
333-126538)).10.5
    
    Warehouse Lending Agreement, dated as of April 29, 2005, among the
Company, Triad Financial Warehouse Special Purpose LLC, Triad Automobile
Receivables Warehouse Trust, JPMorgan Chase Bank, as Collection Account
Bank and Goldman Sachs Mortgage Company, as lender (incorporated herein
by reference to Exhibit 10.4 to the Registration Statement on Form S-4 of
Triad Financial Corporation, filed on July 12, 2005 (File No.
333-126538)).
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##### Table of Contents



ExhibitNo.
    
    Description10.6
    
    Master Residual Loan Agreement, dated as of April 29, 2005, among Triad
Financial Residual Special Purpose LLC, JPMorgan Chase Bank, N.A., as
Collection Account Bank and Citigroup Global Markets Realty Corp
(incorporated herein by reference to Exhibit 10.5 to the Registration
Statement on Form S-4 of Triad Financial Corporation, filed on July 12,
2005 (File No. 333-126538)).10.7
    
    Master Residual Loan Agreement, dated as of April 29, 2005, among Triad
Financial Residual Special Purpose LLC, JPMorgan Chase Bank, N.A., as
Collection Account Bank and Goldman Sachs Mortgage Company (incorporated
herein by reference to Exhibit 10.6 to the Registration Statement on Form
S-4 of Triad Financial Corporation, filed on July 12, 2005 (File No.
333-126538)).10.8
    
    Registration Rights Agreement dated as of April 29, 2005 among Triad
Holdings Inc. and certain holders of common stock (incorporated herein by
reference to Exhibit 10.7 to the Registration Statement on Form S-4 of
Triad Financial Corporation, filed on July 12, 2005 (File No.
333-126538)).10.9
    
    Stockholders Agreement, dated as of April 29, 2005, among Triad Holdings
Inc., Triad Holdings, LLC and James M. Landy (incorporated herein by
reference to Exhibit 10.8 to the Registration Statement on Form S-4 of
Triad Financial Corporation, filed on July 12, 2005 (File No.
333-126538)).10.10
    
    Limited Liability Company Agreement of Triad Holdings, LLC (incorporated
herein by reference to Exhibit 10.9 to the Registration Statement on Form
S-4 of Triad Financial Corporation, filed on July 12, 2005 (File No.
333-126538)).10.11
    
    HFI Loan and Security Agreement, dated as of April 29, 2005, between the
Company and Ford Motor Credit Company (incorporated herein by reference
to Exhibit 10.10 to the Registration Statement on Form S-4 of Triad
Financial Corporation, filed on July 12, 2005 (File No. 333-126538)).10.12
    
    Carl B. Webb Compensation Arrangement (incorporated herein by reference
to Exhibit 10.11 to the Registration Statement on Form S-4 of Triad
Financial Corporation, filed on July 12, 2005 (File No. 333-126538)).*31.1
    
    Certification of Chief Executive Officer (Section 302 Certification).31.2
    
    Certification of Principal Financial Officer (Section 302 Certification).32.
    
    Certification of Periodic Financial Report (Section 906 Certification).
 
 *
    
    Management contract or compensatory plan or arrangement.
    
    Filed herewith. 38