**UNITED STATES**

**SECURITIES AND EXCHANGE COMMISSION**

**Washington, D.C. 20549**

 

**FORM** **10-Q**

 

| **(Mark One)**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |   |   |
|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|--------|
| **xQuarterly Report Pursuant to Section** **13 or 15(d)** **of the Securities Exchange Act of 1934**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |   |   |
| **for the quarterly period ended March 31, 2009.**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
| **Or**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |   |   |
| **oTransition Report Pursuant to Section** **13 or 15(d)** **of the Securities Exchange Act of 1934**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
| **for the transition period from**                                                                                  **to**                                                 |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |   |   |
| **Commission File Number 000-50266**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |   |   |

 

 

**TRINITY CAPITAL CORPORATION**

(Exact name of registrant as specified in its charter)

 

| **New Mexico**                                       |   | **85-0242376**                          |
|------------------------------------------------------|--------|-----------------------------------------|
| (State of incorporation)                             |   | (I.R.S. Employer Identification Number) |
|                                                 |   |                                    |
| **1200 Trinity Drive, Los Alamos, New Mexico 87544** |
| (Address of principal executive offices)             |
|                                                 |   |                                    |
| **(505)** **662-5171**                          |
| 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 o

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes [ ] No [ ]

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer,” “large accelerated filer” and “Smaller Reporting Company” in Rule 12b-2 of the Exchange Act. (Check one)

 

 

 

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| Large Accelerated Filer  o | Accelerated Filer  **x** |   |
|--------------------------------------|------------------------------------|--------|
| Non-Accelerated Filer  o   | Smaller Reporting Companyo         |   |

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act)

o  Yes  x  No

APPLICABLE ONLY TO CORPORATE ISSUERS:

 

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: 6,448,548 shares of common stock, no par value, outstanding as of May 7, 2009.

 

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**TRINITY CAPITAL CORPORATION AND SUBSIDIARIES**

 

| ****PART I. FINANCIAL INFORMATION****

  |
|-----------------------------------------------|
|                                          |   |
| Item 1.

                                | Financial Statements

  |
|                                          |   |
| Item 2.

                                | Management’s Discussion and Analysis of Financial Condition and Results of Operations

  |
|                                          |   |
| Item 3.

                                | Quantitative and Qualitative Disclosures About Market Risk

  |
|                                          |   |
| Item 4.

                                | Controls and Procedures

  |
|                                          |   |
| ****PART II. OTHER INFORMATION****

     |
|                                          |   |
| Item 1.

                                | Legal Proceedings

  |
|                                          |   |
| 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 Securities Holders

  |
|                                          |   |
| Item 5.

                                | Other Information

  |
|                                          |   |
| Item 6.

                                | Exhibits

  |
|                                          |   |
|                                          | SIGNATURES

  |
|                                          |   |
|                                          | CERTIFICATIONS |

 

 

1

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****Table of contents****

 

**PART** **I – FINANCIAL INFORMATION**

 

**Item 1. Financial Statements**

 

**TRINITY CAPITAL CORPORATION** **& SUBSIDIARIES**

**CONSOLIDATED BALANCE SHEETS**

**March 31, 2009 and December** **31, 2008**

**(Amounts in thousands, except share data)**

 

|                                                                                                                               |   | **March 31, 2009** |      |   |   | **December 31, 2008** |   |
|------------------------------------------------------------------------------------------------------------------------------------|--------|--------------------|-----------|--------|--------|-----------------------|--------|
|                                                                                                                               |   | **(Unaudited)**    |      |   |   |                  |   |
| **ASSETS**                                                                                                                         |   |               |      |   |   |                  |   |   |   |
| Cash and due from banks                                                                                                            |   | $                  | 17,708    |   |   |                  | $      | 18,259 |   |
| Interest-bearing deposits with banks                                                                                               |   |               | 132,886   |   |   |                  |   | 6,800 |   |
| Federal funds sold and securities purchased under resell agreements                                                                |   |               | 218       |   |   |                  |   | 203 |   |
| **Cash and cash equivalents**                                                                                                      |   |               | 150,812   |   |   |                  |   | 25,262 |   |
| Investment securities available for sale                                                                                           |   |               | 67,611    |   |   |                  |   | 103,007 |   |
| Investment securities held to maturity, at amortized cost (fair value of $9,522 at March 31, 2009 and $9,780 at December 31, 2008) |   |               | 8,860     |   |   |                  |   | 8,927 |   |
| Other investments                                                                                                                  |   |               | 6,614     |   |   |                  |   | 5,643 |   |
| Loans (net of allowance for loan losses of $17,963 at March 31, 2009 and $15,230 at December 31, 2008)                             |   |               | 1,209,772 |   |   |                  |   | 1,215,304 |   |
| Loans held for sale                                                                                                                |   |               | 30,131    |   |   |                  |   | 8,603 |   |
| Premises and equipment, net                                                                                                        |   |               | 26,298    |   |   |                  |   | 24,406 |   |
| Leased property under capital leases, net                                                                                          |   |               | 2,211     |   |   |                  |   | 2,211 |   |
| Accrued interest receivable                                                                                                        |   |               | 7,525     |   |   |                  |   | 7,889 |   |
| Mortgage servicing rights, net                                                                                                     |   |               | 5,765     |   |   |                  |   | 5,271 |   |
| Other intangible assets                                                                                                            |   |               | 636       |   |   |                  |   | 759 |   |
| Other real estate owned                                                                                                            |   |               | 4,143     |   |   |                  |   | 2,354 |   |
| Other assets                                                                                                                       |   |               | 7,715     |   |   |                  |   | 8,091 |   |
| **Total assets**                                                                                                                   |   | $                  | 1,528,093 |   |   |                  | $      | 1,417,727 |   |
|                                                                                                                               |   |               |      |   |   |                  |   |   |   |
| **LIABILITIES AND STOCKHOLDERS' EQUITY**                                                                                           |   |               |      |   |   |                  |   |   |   |
| **Liabilities**                                                                                                                    |   |               |      |   |   |                  |   |   |   |
| **Deposits:**                                                                                                                      |   |               |      |   |   |                  |   |   |   |
| Noninterest-bearing                                                                                                                |   | $                  | 89,006    |   |   |                  | $      | 84,038 |   |
| Interest-bearing                                                                                                                   |   |               | 1,206,330 |   |   |                  |   | 1,167,556 |   |
| **Total deposits**                                                                                                                 |   |               | 1,295,336 |   |   |                  |   | 1,251,594 |   |
| Short-term borrowings                                                                                                              |   |               | 40,000    |   |   |                  |   | — |   |
| Long-term borrowings                                                                                                               |   |               | 13,523    |   |   |                  |   | 23,532 |   |
| Long-term capital lease obligations                                                                                                |   |               | 2,211     |   |   |                  |   | 2,211 |   |
| Junior subordinated debt owed to unconsolidated trusts                                                                             |   |               | 37,116    |   |   |                  |   | 37,116 |   |
| Accrued interest payable                                                                                                           |   |               | 5,230     |   |   |                  |   | 5,821 |   |
| Other liabilities                                                                                                                  |   |               | 5,310     |   |   |                  |   | 6,168 |   |
| **Total liabilities**                                                                                                              |   |               | 1,398,726 |   |   |                  |   | 1,326,442 |   |

 

**(Continued on following page)**

 

2

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****Table of contents****

 

**TRINITY CAPITAL CORPORATION** **& SUBSIDIARIES**

**CONSOLIDATED BALANCE SHEETS**

**March 31, 2009 and December** **31, 2008**

**(Amounts in thousands, except share data)**

**(Continued from prior page)**

 

|                                                                                                                                                 |           | **March 31, 2009** |      |   |   | **December 31, 2008** |   |
|------------------------------------------------------------------------------------------------------------------------------------------------------|----------------|--------------------|-----------|--------|--------|-----------------------|--------|
|                                                                                                                                                 |           | **(Unaudited)**    |      |   |   |                  |   |
| Stock owned by Employee Stock Ownership Plan (ESOP) participants; 602,514 shares at March 31, 2009 and December 31, 2008, at fair value              |           | $                  | 13,255    |   |   |                  | $      | 13,105 |   |
| Commitments and contingencies (Note 10)                                                                                                              |  

  |               |      |   |   |                  |   |   |   |
| **Stockholders' equity**                                                                                                                             |           |               |      |   |   |                  |   |   |   |
| Preferred stock, no par, authorized 1,000,000 shares:                                                                                                |           |               |      |   |   |                  |   |   |   |
| Series A, 5% fixed rate cumulative perpetual, 35,539 shares issued and outstanding at March 31, 2009, $1,000.00 liquidation value, at amortized cost |           |               | 33,440    |   |   |                  |   | — |   |
| Series B, 9% fixed rate cumulative perpetual, 1,777 shares issued and outstanding at March 31, 2009, $1,000.00 liquidation value; at amortized cost  |           |               | 2,101     |   |   |                  |   | — |   |
| Common stock, no par, authorized 20,000,000 shares; issued 6,856,800 shares, shares outstanding 6,448,548 at March 31, 2009 and December 31, 2008    |           |               | 6,836     |   |   |                  |   | 6,836 |   |
| Additional paid-in capital                                                                                                                           |           |               | 1,833     |   |   |                  |   | 1,797 |   |
| Retained earnings                                                                                                                                    |           |               | 82,290    |   |   |                  |   | 79,233 |   |
| Accumulated other comprehensive income                                                                                                               |           |               | 717       |   |   |                  |   | 1,419 |   |
| Total stockholders' equity before treasury stock                                                                                                     |           |               | 127,217   |   |   |                  |   | 89,285 |   |
| Treasury stock, at cost, 408,252 common shares at March 31, 2009 and December 31, 2008                                                               |           |               | (11,105   | )      |   |                  |   | (11,105 | ) |
| **Total stockholders' equity**                                                                                                                       |           |               | 116,112   |   |   |                  |   | 78,180 |   |
| **Total liabilities and stockholders' equity**                                                                                                       |           | $                  | 1,528,093 |   |   |                  | $      | 1,417,727 |   |

 

The accompanying notes are an integral part of these unaudited consolidated financial statements.

 

3

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****Table of contents****

 

**TRINITY CAPITAL CORPORATION** **& SUBSIDIARIES**

**CONSOLIDATED STATEMENTS OF INCOME**

**For the Three Months Ended March 31, 2009 and 2008**

**(Amounts in thousands except share and per share data)**

**(Unaudited)**

 

|                                                    |   | **Three Months Ended** |   |
|---------------------------------------------------------|--------|------------------------|--------|
|                                                    |   | **March 31, 2009**     |   |   |   | **March 31, 2008** |   |
| **Interest income:**                                    |   |                   |   |   |   |   |   |   |   |
| Loans, including fees                                   |   | $                      | 18,992 |   |   |   | $ | 20,672 |   |
| Investment securities:                                  |   |                   |   |   |   |   |   |   |   |
| Taxable                                                 |   |                   | 198    |   |   |   |   | 832 |   |
| Nontaxable                                              |   |                   | 217    |   |   |   |   | 196 |   |
| Federal funds sold                                      |   |                   | 1      |   |   |   |   | 76 |   |
| Other interest-bearing deposits                         |   |                   | 9      |   |   |   |   | 311 |   |
| Investment in unconsolidated trusts                     |   |                   | 21     |   |   |   |   | 22 |   |
| **Total interest income**                               |   |                   | 19,438 |   |   |   |   | 22,109 |   |
| **Interest expense:**                                   |   |                   |   |   |   |   |   |   |   |
| Deposits                                                |   |                   | 4,916  |   |   |   |   | 9,109 |   |
| Short-term borrowings                                   |   |                   | 63     |   |   |   |   | 323 |   |
| Long-term borrowings                                    |   |                   | 311    |   |   |   |   | 289 |   |
| Long-term capital lease obligations                     |   |                   | 67     |   |   |   |   | 67 |   |
| Junior subordinated debt owed to unconsolidated trusts  |   |                   | 709    |   |   |   |   | 750 |   |
| **Total interest expense**                              |   |                   | 6,066  |   |   |   |   | 10,538 |   |
| **Net interest income**                                 |   |                   | 13,372 |   |   |   |   | 11,571 |   |
| Provision for loan losses                               |   |                   | 4,161  |   |   |   |   | 1,050 |   |
| **Net interest income after provision for loan losses** |   |                   | 9,211  |   |   |   |   | 10,521 |   |
| **Other income**:                                       |   |                   |   |   |   |   |   |   |   |
| Mortgage loan servicing fees                            |   |                   | 787    |   |   |   |   | 614 |   |
| Trust fees                                              |   |                   | 376    |   |   |   |   | 266 |   |
| Loan and other fees                                     |   |                   | 613    |   |   |   |   | 586 |   |
| Service charges on deposits                             |   |                   | 407    |   |   |   |   | 425 |   |
| Gain on sale of loans                                   |   |                   | 3,069  |   |   |   |   | 654 |   |
| Gain on sale of securities                              |   |                   | 698    |   |   |   |   | 555 |   |
| Title insurance premiums                                |   |                   | 441    |   |   |   |   | 225 |   |
| Other operating income                                  |   |                   | 103    |   |   |   |   | 123 |   |
| **Total other income**                                  |   |                   | 6,494  |   |   |   |   | 3,448 |   |

 

**(Continued on following page)**

4

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****Table of contents****

 

**TRINITY CAPITAL CORPORATION** **& SUBSIDIARIES**

**CONSOLIDATED STATEMENTS OF INCOME**

**For the Three Months Ended March 31, 2009 and 2008**

**(Amounts in thousands except share and per share data)**

**(Unaudited)**

**(Continued from prior page)**

 

|                                                    |   | **Three Months Ended** |   |
|---------------------------------------------------------|--------|------------------------|--------|
|                                                    |   | **March 31, 2009**     |   |   |   | **March 31, 2008** |   |
| **Other expenses:**                                     |   |                   |   |   |   |   |   |   |   |
| Salaries and employee benefits                          |   | $                      | 5,044  |   |   |   | $ | 4,907 |   |
| Occupancy                                               |   |                   | 824    |   |   |   |   | 833 |   |
| Data processing                                         |   |                   | 631    |   |   |   |   | 539 |   |
| Marketing                                               |   |                   | 448    |   |   |   |   | 620 |   |
| Amortization and valuation of mortgage servicing rights |   |                   | 986    |   |   |   |   | 906 |   |
| Amortization and valuation of other intangible assets   |   |                   | 123    |   |   |   |   | — |   |
| Supplies                                                |   |                   | 186    |   |   |   |   | 168 |   |
| Loss on sale of other real estate owned                 |   |                   | 218    |   |   |   |   | 31 |   |
| Postage                                                 |   |                   | 167    |   |   |   |   | 176 |   |
| Bankcard and ATM network fees                           |   |                   | 330    |   |   |   |   | 329 |   |
| Legal, professional and accounting fees                 |   |                   | 368    |   |   |   |   | 279 |   |
| FDIC insurance premiums                                 |   |                   | 247    |   |   |   |   | 34 |   |
| Other                                                   |   |                   | 917    |   |   |   |   | 581 |   |
| **Total other expense**                                 |   |                   | 10,489 |   |   |   |   | 9,403 |   |
| **Income before income taxes**                          |   |                   | 5,216  |   |   |   |   | 4,566 |   |
| Income taxes                                            |   |                   | 1,985  |   |   |   |   | 1,712 |   |
| **Net income**                                          |   | $                      | 3,231  |   |   |   | $ | 2,854 |   |
| Dividends and discount accretion on preferred shares    |   |                   | 23     |   |   |   |   | — |   |
| **Net income available to common shareholders**         |   | $                      | 3,208  |   |   |   | $ | 2,854 |   |
| Basic earnings per common share                         |   | $                      | 0.50   |   |   |   | $ | 0.44 |   |
| Diluted earnings per common share                       |   | $                      | 0.50   |   |   |   | $ | 0.44 |   |

 

The accompanying notes are an integral part of these unaudited consolidated financial statements.

 

5

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****Table of contents****

 

**TRINITY CAPITAL CORPORATION** **& SUBSIDIARIES**

**CONSOLIDATED STATEMENTS OF CASH FLOWS**

**For the Three Months Ended March 31, 2009 and 2008**

**(Amounts in thousands)**

**(Unaudited)**

 

|                                                                                       |   | **Three Months Ended** |     |
|--------------------------------------------------------------------------------------------|--------|------------------------|----------|
|                                                                                       |   | **March 31, 2009**     |     |   |   | **March 31, 2008** |   |
| **Cash Flows From Operating Activities**                                                   |   |                   |     |   |   |   |   |   |   |
| Net income                                                                                 |   | $                      | 3,231    |   |   |   | $ | 2,854 |   |
| **Adjustments to reconcile net income to net cash provided by operating activities:**      |   |                   |     |   |   |   |   |   |   |
| Depreciation and amortization                                                              |   |                   | 604      |   |   |   |   | 603 |   |
| **Net amortization of:**                                                                   |   |                   |     |   |   |   |   |   |   |
| Mortgage servicing rights                                                                  |   |                   | 642      |   |   |   |   | 720 |   |
| Other intangible assets                                                                    |   |                   | 67       |   |   |   |   | — |   |
| Premium and discounts on investment securities, net                                        |   |                   | 127      |   |   |   |   | 87 |   |
| Junior subordinated debt owed to unconsolidated trusts issuance costs                      |   |                   | 3        |   |   |   |   | 3 |   |
| Preferred securities issuance costs                                                        |   |                   | (1       | ) |   |   |   | — |   |
| Provision for loan losses                                                                  |   |                   | 4,161    |   |   |   |   | 1,050 |   |
| Change in mortgage servicing rights valuation allowance                                    |   |                   | 344      |   |   |   |   | 186 |   |
| Impairment of other intangible assets                                                      |   |                   | 56       |   |   |   |   | — |   |
| Loss on disposal of premises and equipment                                                 |   |                   | —  |   |   |   |   | (2 | ) |
| Gain on sale of investment securities                                                      |   |                   | (698     | ) |   |   |   | (555 | ) |
| Federal Home Loan Bank (FHLB) stock dividends received                                     |   |                   | (2       | ) |   |   |   | (43 | ) |
| Loss on venture capital investments                                                        |   |                   | 273      |   |   |   |   | 31 |   |
| Gain on sale of loans                                                                      |   |                   | (3,069   | ) |   |   |   | (654 | ) |
| Loss on disposal of other real estate owned                                                |   |                   | 71       |   |   |   |   | 20 |   |
| Write-down of value of other real estate owned                                             |   |                   | 150      |   |   |   |   | 15 |   |
| Decrease (increase) in other assets                                                        |   |                   | 1,197    |   |   |   |   | (123 | ) |
| Increase in other liabilities                                                              |   |                   | 1,108    |   |   |   |   | 1,278 |   |
| Release of Employee Stock Ownership Plan (ESOP) shares                                     |   |                   | —  |   |   |   |   | 298 |   |
| Stock options and stock appreciation rights expenses                                       |   |                   | 37       |   |   |   |   | 54 |   |
| **Net cash provided by operating activities before originations and gross sales of loans** |   |                   | 8,301    |   |   |   |   | 5,822 |   |
| Gross sales of loans held for sale                                                         |   |                   | 145,648  |   |   |   |   | 52,600 |   |
| Origination of loans held for sale                                                         |   |                   | (165,587 | ) |   |   |   | (55,420 | ) |
| **Net cash (used in) provided by operating activities**                                    |   |                   | (11,638  | ) |   |   |   | 3,002 |   |

 

**(Continued on following page)**

 

6

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****Table of contents****

 

**TRINITY CAPITAL CORPORATION** **& SUBSIDIARIES**

**CONSOLIDATED STATEMENTS OF CASH FLOWS**

**For the Three Months Ended March 31, 2009 and 2008**

**(Amounts in thousands)**

**(Unaudited)**

**(Continued from prior page)**

 

|                                                                               |   | **Three Months Ended** |    |
|------------------------------------------------------------------------------------|--------|------------------------|---------|
|                                                                               |   | **March 31, 2009**     |    |   |   | **March 31, 2008** |   |
| **Cash Flows From Investing Activities**                                           |   |                   |    |   |   |   |   |   |   |
| Proceeds from maturities and paydowns of investment securities, available for sale |   | $                      | 486     |   |   |   | $ | 36,938 |   |
| Proceeds from maturities and paydowns of investment securities, held to maturity   |   |                   | 67      |   |   |   |   | 54 |   |
| Proceeds from sale of investment securities, available for sale                    |   |                   | 42,082  |   |   |   |   | 48,980 |   |
| Purchase of investment securities available for sale                               |   |                   | (7,763  | ) |   |   |   | (110,083 | ) |
| Purchase of investment securities other                                            |   |                   | (1,242  | ) |   |   |   | (43 | ) |
| Proceeds from sale of other real estate owned                                      |   |                   | 711     |   |   |   |   | 400 |   |
| Loans funded, net of repayments                                                    |   |                   | (1,350  | ) |   |   |   | (29,259 | ) |
| Purchases of premises and equipment                                                |   |                   | (2,496  | ) |   |   |   | (605 | ) |
| **Net cash provided by (used in) investing activities**                            |   |                   | 30,495  |   |   |   |   | (53,618 | ) |
| **Cash Flows From Financing Activities**                                           |   |                   |    |   |   |   |   |   |   |
| Net increase in demand deposits, NOW accounts and savings accounts                 |   |                   | 3,984   |   |   |   |   | 37,121 |   |
| Net increase in time deposits                                                      |   |                   | 39,758  |   |   |   |   | 14,148 |   |
| Proceeds from issuances of borrowings                                              |   |                   | 30,000  |   |   |   |   | — |   |
| Repayment of borrowings                                                            |   |                   | (9      | ) |   |   |   | (9 | ) |
| Repayment of ESOP debt                                                             |   |                   | — |   |   |   |   | (271 | ) |
| Issuance of preferred stock                                                        |   |                   | 35,539  |   |   |   |   | — |   |
| Common shares dividend payments                                                    |   |                   | (2,579  | ) |   |   |   | (2,596 | ) |
| **Net cash provided by financing activities**                                      |   |                   | 106,693 |   |   |   |   | 48,393 |   |
| **Net increase (decrease) in cash and cash equivalents**                           |   |                   | 125,550 |   |   |   |   | (2,223 | ) |
| **Cash and cash equivalents:**                                                     |   |                   |    |   |   |   |   |   |   |
| Beginning of period                                                                |   |                   | 25,262  |   |   |   |   | 45,524 |   |
| End of period                                                                      |   | $                      | 150,812 |   |   |   | $ | 43,301 |   |
| **Supplemental Disclosures of Cash Flow Information**                              |   |                   |    |   |   |   |   |   |   |
| Cash payments for:                                                                 |   |                   |    |   |   |   |   |   |   |
| Interest                                                                           |   | $                      | 6,657   |   |   |   | $ | 10,481 |   |
| **Non-cash investing and financing activities:**                                   |   |                   |    |   |   |   |   |   |   |
| Transfers from loans to other real estate owned                                    |   |                   | 2,721   |   |   |   |   | 150 |   |
| Dividends declared, not yet paid                                                   |   |                   | — |   |   |   |   | 2 |   |
| Change in unrealized gain on investment securities, net of taxes                   |   |                   | (983    | ) |   |   |   | 469 |   |

 

The accompanying notes are an integral part of these unaudited consolidated financial statements.

 

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****Table of contents****

 

**TRINITY CAPITAL CORPORATION** **& SUBSIDIARIES**

**NOTES TO CONSOLIDATED FINANCIAL STATEMENTS**

**(Unaudited)**

 

**Note** **1. Basis of Presentation**

 

The accompanying unaudited consolidated financial statements include the consolidated balances and results of operations of Trinity Capital Corporation (“Trinity”) and its wholly owned subsidiaries: Los Alamos National Bank (the “Bank”), Title Guaranty & Insurance Company (“Title Guaranty”), TCC Advisors Corporation (“TCC Advisors”)            and TCC Funds, collectively referred to as the “Company.” Trinity Capital Trust I (“Trust I”), Trinity Capital Trust III (“Trust III”), Trinity Capital Trust IV (“Trust IV”) and Trinity Capital Trust V (“Trust V”), collectively referred to as the “Trusts,” are trust subsidiaries of Trinity but are not consolidated in these financial statements (see “Consolidation” accounting policy below).            Trinity sold the assets of TCC Appraisals as of May 1, 2008 and terminated the business of TCC Appraisals in January 2009. Termination of TCC Appraisals has had an immaterial effect on Trinity’s financial results. In August 2008, the Bank obtained a 26% interest in Cottonwood Technology Group, LLC (“Cottonwood”). This entity is owned by the Bank, the Los Alamos Commerce & Development Corporation and an individual not otherwise associated with Trinity or the            Bank. Cottonwood is focused on assisting new technologies, primarily those developed at New Mexico’s research and educational institutions, reach the market by providing management advice and capital consulting. As of this report date, only certain start-up costs have been funded by the Bank, and no capital investments have been made. In October 2008, the Bank also purchased the assets of Allocca & Brunett, Inc., an investment advisory company in Santa Fe, New Mexico.            Management expects to continue to integrate the assets of Allocca & Brunett into the Bank’s existing Trust and Investment Services Department over the next six to ten months. 

 

The business activities of the Company consist solely of the operations of its wholly owned subsidiaries. All significant inter-company balances and transactions have been eliminated in consolidation. In the opinion of management, all adjustments (consisting only of normal recurring adjustments) necessary for a fair presentation of the financial position, results of operations and            cash flows for the interim periods have been made. The results of operations for the three months ended March 31, 2009, are not necessarily indicative of the results to be expected for the entire fiscal year.

 

The unaudited consolidated interim financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America and industry practice. Certain information in footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America and            industry practice has been condensed or omitted pursuant to rules and regulations of the Securities and Exchange Commission. These financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in the Company’s December 31, 2008 audited financial statements in its Form 10-K (as amended) filed with the SEC on March 16, 2009.

 

The consolidated financial statements include the accounts of the Company. The accounting and reporting policies of the Company conform to accounting principles generally accepted in the United States of America and general practices within the financial services industry. In preparing the financial statements, management is required to make estimates and assumptions that affect the            reported amounts of assets and liabilities as of the date of the balance sheet and revenues and expenses for the year. Actual results could differ from those estimates. Areas involving the use of management’s estimates and assumptions, and which are more susceptible to change in the near term include the allowance for loan losses and initial recording and subsequent valuation for impairment of mortgage servicing rights.

 

Certain items have been reclassified from prior period presentations in conformity with the current classification.

 

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**Note 2. Comprehensive Income**

 

Comprehensive income includes net income, as well as the change in net unrealized gain on investment securities available for sale, net of tax. Comprehensive income was $2.5 million and $3.1 million for the three month periods ended March 31, 2009 and March 31, 2008, respectively.

 

**Note 3. Earnings Per Share Data**

 

The following table sets forth the computation of basic and diluted earnings per share for the periods indicated:

 

|                                                                              |   | **Three Months Ended**                              |      |
|-----------------------------------------------------------------------------------|--------|-----------------------------------------------------|-----------|
|                                                                              |   | **March 31, 2009**                                  |      |   |   | **March** **31,** **2008** |   |
|                                                                              |   | **(In thousands, except share and per share data)** |      |
| Net income                                                                        |   | $                                                   | 3,231     |   |   |   | $ | 2,854 |   |
| Dividends and discount accretion on preferred shares                              |   |                                                | 23        |   |   |   |   | — |   |
| Net income available to common shareholders                                       |   | $                                                   | 3,208     |   |   |   | $ | 2,854 |   |
| Weighted average common shares issued                                             |   |                                                | 6,856,800 |   |   |   |   | 6,856,800 |   |
| LESS: Weighted average treasury stock shares                                      |   |                                                | (408,252  | ) |   |   |   | (357,213 | ) |
| LESS: Weighted average unearned Employee Stock Ownership Plan (ESOP) stock shares |   |                                                | —   |   |   |   |   | (2,420 | ) |
| Weighted average common shares outstanding, net                                   |   |                                                | 6,448,548 |   |   |   |   | 6,497,167 |   |
| Basic earnings per common share                                                   |   | $                                                   | 0.50      |   |   |   | $ | 0.44 |   |
| Weighted average dilutive shares from stock option plan                           |   |                                                | 9,632     |   |   |   |   | 29,246 |   |
| Weighted average common shares outstanding including derivative shares            |   |                                                | 6,458,180 |   |   |   |   | 6,526,413 |   |
| Diluted earnings per common share                                                 |   | $                                                   | 0.50      |   |   |   | $ | 0.44 |   |

 

Certain stock options were not included in the above calculation, pursuant to FAS 128, as these stock options would have an anti-dilutive effect as the exercise price is greater than current market prices. The total number of shares excluded was 314,500 and 262,500 as of March 31, 2009 and March 31, 2008, respectively. 

 

**Note 4. Recent Accounting Pronouncements and Regulatory Developments**

 

In December, 2007, the FASB issued FASB Statement 141R,*Business Combinations*(SFAS 141R)*.*SFAS 141R will significantly change the accounting for business combinations. Under Statement 141R, an acquiring entity will be required to recognize all the assets acquired and liabilities            assumed in a transaction at the acquisition-date fair value with limited exceptions. SFAS 141R will change the accounting treatment for certain specific items, including:

 

|   | **•** | Acquisition costs will be generally expensed as incurred. |
|--------|------------|-----------------------------------------------------------|

 

|   | **•** | Noncontrolling interests (formerly known as “minority interests”) will be valued at fair value at the acquisition date. |
|--------|------------|-------------------------------------------------------------------------------------------------------------------------------------|

 

|   | **•** | Acquired contingent liabilities will be recorded at fair value at the acquisition date and subsequently measured at either the higher of such amount or the amount determined under existing guidance for non-acquired contingencies. |
|--------|------------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

 

|   | **•** | The acquirer shall not recognize a separate valuation allowance as of the acquisition date for assets acquired in a business that are measured at their acquisition-date fair value. |
|--------|------------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

 

|   | **•** | Restructuring costs associated with a business combination will be generally expensed subsequent to the acquisition date. |
|--------|------------|---------------------------------------------------------------------------------------------------------------------------|

 

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|   | **•** | Changes in deferred tax asset valuation allowances and income tax uncertainties after the acquisition date generally will affect income tax expense. |
|--------|------------|------------------------------------------------------------------------------------------------------------------------------------------------------|

 

SFAS 141R also includes a substantial number of new disclosure requirements. SFAS 141R applies prospectively to business combinations for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after December 15, 2008. Earlier adoption is prohibited*.*The adoption of this standard on            January 1, 2009 had no material impact on the Company’s financial statements.

 

In December 2007, the FASB issued SFAS No. 160, *Noncontrolling Interests in Consolidated Financial Statements-an amendment of ARB No. 51*. A noncontrolling interest, sometimes called a minority interest, is the portion of equity in a subsidiary not attributable, directly or indirectly, to a parent. The objective of this statement is to            improve the relevance, comparability, and transparency of the financial information that a reporting entity provides in its consolidated financial statements by establishing accounting and reporting standards that require:

 

|   | **•** | The ownership interests in subsidiaries held by parties other than the parent be clearly identified, labeled, and presented in the consolidated statement of financial position within equity, but separate from the parent's equity. |
|--------|------------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

 

|   | **•** | The amount of consolidated net income attributable to the parent and to the noncontrolling interest be clearly identified and presented on the face of the consolidated statement of income. |
|--------|------------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

 

|   | **•** | Changes in a parent’s ownership interest while the parent retains its controlling financial interest in its subsidiary be accounted for consistently.  A parent’s ownership interest in a subsidiary changes if the parent purchases additional ownership interests in its subsidiary or if the parent sells some of its ownership interests in                            its subsidiary.  It also changes if the subsidiary reacquires some of its ownership interests or the subsidiary issues additional ownership interests.  All of those transactions are economically similar, and this statement requires that they be accounted for similarly, as equity transactions. |
|--------|------------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

 

|   | **•** | When a subsidiary is deconsolidated, any retained noncontrolling equity investment in the former subsidiary should initially be measured at fair value.  The gain or loss on the deconsolidation of the subsidiary is measured using the fair value of any noncontrolling equity investment rather than the carrying amount of that retained                            investment. |
|--------|------------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

 

|   | **•** | Entities provide sufficient disclosures that clearly identify and distinguish between the interests of the parent and the interests of the noncontrolling owners. |
|--------|------------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------|

 

This statement is effective for financial statements issued for fiscal years beginning after December 15, 2008, and interim periods within those fiscal years. The adoption of this standard on January 1, 2009 had no material impact on the Company’s financial statements.

 

In March 2008, the FASB issued SFAS No. 161, *Disclosures about Derivative Financial Instruments-an amendment of FASB Statement No.133.*The use and complexity of derivative instruments and hedging activities have increased significantly over the past several years. Constituents have expressed concerns that the existing disclosure            requirements in FASB Statement No. 133, *Accounting for Derivative Instruments and Hedging Activities*, do not provide adequate information about how derivative and hedging activities affect an entity’s financial position, financial performance, and cash flows. Accordingly, this statement requires enhanced disclosures about an entity’s derivative and hedging activities and thereby improves the transparency of financial            reporting. This statement is effective for financial statements issued for fiscal years and interim periods beginning after November 15, 2008, with early application encouraged. This statement encourages, but does not require, comparative disclosures for earlier periods at initial adoption. The adoption of this standard on January 1, 2009 had no material impact on the Company’s financial statements.

 

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In May 2008, the FASB issued SFAS No. 162, *The Hierarchy of Generally Accepted Accounting Principles*. The objective of SFAS 162 is to improve financial reporting by identifying a consistent framework, or hierarchy, for selecting accounting principles to be used in preparing financial statements that are presented in conformity with            U.S. generally accepted accounting principles (“GAAP”) for nongovernmental entities. The Public Company Accounting Oversight Board (“PCAOB”) has proposed an auditing standard that would remove the GAAP hierarchy from its interim auditing standards. SFAS 162 is effective as of November 15, 2008. The adoption of this standard had no material impact on the Company’s financial statements.

 

In May 2008, the FASB issued FASB Statement No. 163, *Accounting for Financial Guarantee Insurance Contracts*(SFAS 163). This new standard clarifies how FASB Statement No. 60, *Accounting and Reporting by Insurance Enterprises,*applies to financial guarantee insurance contracts issued            by insurance enterprises, including the recognition and measurement of premium revenue and claim liabilities. It also requires expanded disclosures about financial guarantee insurance contracts.

 

SFAS 163 is effective for financial statements issued for fiscal years beginning after December 15, 2008, and all interim periods within those fiscal years, except for disclosures about the insurance enterprise’s risk-management activities, which are effective the first period (including interim periods) beginning after May 23, 2008. Except for the required disclosures, earlier            application is not permitted. The adoption of this standard on January 1, 2009 had no material impact on the Company’s financial statements.

 

In June 2008, the FASB issued FASB Staff Position (FSP) EITF 03-6-1,*“Determining Whether Instruments Granted in Share-Based Payment Transactions Are Participating Securities”*(FSP EITF 03-6-1). FSP EITF 03-6-1 provides that unvested share-based payment awards that contain nonforfeitable rights to dividends or dividend            equivalents (whether paid or unpaid) are participating securities and shall be included in the computation of earnings per share pursuant to the two-class method. FSP EITF 03-6-1 was effective for fiscal years beginning after December 15, 2008. All previously reported earnings per share data will be retrospectively adjusted to conform with the provisions of FSP EITF 03-6-1. The adoption of this standard on January 1, 2009 had no material impact on the Company’s financial            statements.

 

In October 2008, the FASB issued FASB Staff Position (FSP) FAS 157-3, *Determining the Fair Value of a Financial Asset When the Market for That Asset Is Not Active*(FSP 157-3). FSP 157-3 clarifies the application of FASB Statement No. 157, *Fair Value Measurements*, in a market that is            not active. FSP 157-3 is effective October 10, 2008, and for prior periods for which financial statements have not been issued. Revisions resulting from a change in the valuation technique or its application should be accounted for as a change in accounting estimate following the guidance in FASB Statement No. 154, *Accounting Changes and Error Corrections*(SFAS 154). However, the disclosure provisions in SFAS 154 for a change in            accounting estimate are not required for revisions resulting from a change in valuation technique or its application. The adoption of FSP 157-3 did not have a material impact on the Company’s financial statements.

 

In April 2009, the FASB issued FSP SFAS 115-2 and SFAS 124-2, *Recognition and Presentation of Other-Than-Temporary Impairments.*FSP SFAS 115-2 and SFAS 124-2 (i) changes existing guidance for determining whether an impairment is other than temporary to debt securities and (ii) replaces the existing requirement that the entity’s            management assert it has both the intent and ability to hold an impaired security until recovery with a requirement that management assert: (a) it does not have the intent to sell the security; and (b) it is more likely than not it will not have to sell the security before recovery of its cost basis. Under FSP SFAS 115-2 and SFAS 124-2, declines in the fair value of held-to-maturity and available-for-sale securities below their cost that are deemed to be other than temporary are            reflected in earnings as realized losses to the extent the impairment is related to credit losses. The amount of the impairment related to other factors is recognized in other comprehensive income. FSP SFAS 115-2 and SFAS 124-2 are effective for interim and annual reporting periods ending after June 15, 2009, with early adoption permitted for periods ending after March 15, 2009. The adoption of the provisions of FSP SFAS 115-2 and SFAS 124-2 is not expected to have a material impact            on the Company’s financial statements.

 

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Also in April 2009, the FASB issued FSP SFAS 157-4, *Determining Fair value When the Volume and Level of Activity for the Asset or Liability Have Significantly Decreased and Indentifying Transactions That Are Not Orderly*. FSP SFAS 157-4 relates to determining fair values when there is no active market or where the price inputs being            used represent distressed sales. It reaffirms what SFAS 157 states is the objective of fair value measurement—to reflect how much an asset would be sold for in an orderly transaction (as opposed to a distressed or forced transaction) at the date of the financial statements under current market conditions. Specifically, it reaffirms the need to use judgment to ascertain if a formerly active market has become inactive and in determining fair values when markets have become            inactive. FSP SFAS 157-4 is effective for interim and annual reporting periods ending after June 15, 2009, with early adoption permitted for periods ending after March 15, 2009. The adoption of the provisions of FSP SFAS 157-4 is not expected to have a material impact on the Company’s financial statements.

 

Also in April 2009, the FASB issued FSP SFAS 107-1 and APB 28-1, *Interim Disclosures about Fair Value of Financial Instruments.*FSP SEAS 107-1 and APB 28-1 amends SFAS 107, *Disclosures about Fair Value of Financial Instruments*, to require an entity to provide disclosures about fair            value of financial instruments in interim financial information and amends Accounting Principles Board (APB) Opinion No. 28, *Interim Financial Reporting*, to require those disclosures in summarized financial information at interim reporting periods. Under FSP SFAS 107-1 and APB 28-1, a publicly traded company shall include disclosures about the fair value of its financial instruments whenever it issues summarized financial            information for interim reporting periods. In addition, entities must disclose, in the body or in the accompanying notes of its summarized financial information for interim reporting periods and in its financial statements for annual reporting periods, the fair value of all financial instruments for which it is practicable to estimate that value, whether recognized or not recognized in the statement of financial position, as required by SFAS 107. The new interim disclosures required            by FSP SFAS 107-1and APB 28-1 will be included in the Company’s interim financial statements beginning with the second quarter of 2009. Since this change will result only in the additional disclosure of information, adoption is not expected to have a significant impact on the Company’s financial statements.

 

**Note 5. Stock Option Plan**

 

The Company’s 1998 Stock Option Plan (“1998 Plan”) and Trinity Capital Corporation 2005 Stock Incentive Plan (“2005 Plan”) were created for the benefit of key management and select employees. Under the 1998 Plan, 400,000 shares (as adjusted for the stock split of December 19, 2002) from shares held in treasury or authorized but unissued common stock are            reserved for granting options. Under the 2005 Plan, 500,000 shares from shares held in treasury or authorized but unissued common stock are reserved for granting stock-based incentive awards. Both of these plans were approved by the Company’s shareholders. The Board of Directors determine vesting and pricing of the awards. All stock options granted through December 31, 2005 were granted at or above the market value of the stock at the date of the grant, with the exception of            the July 1998 stock option grant which was granted at $0.25 below the last reported sale price on the date of grant. All stock options vest in equal amounts over a three year period and must be exercised within ten years of the date of grant. Stock appreciation rights granted through December 31, 2008 were also granted at or above the market value of the stock at the date of the grant, with the exception of the January 1, 2006 stock appreciation right grants which were approved on            December 15, 2005 and granted at the December 31, 2005 closing price to take advantage of accounting changes favorable to Trinity. All stock appreciation rights vest and mature at five years.

 

Under the provisions of SFAS 123(R), the Company is required to recognize compensation expense for share-based compensation that vests after adoption of the standard. The Company uses the Black-Scholes model to value the stock options and stock appreciation rights on the date of the grant, and recognizes this expense over the remaining vesting term for the stock options or stock            appreciation rights. Key assumptions used in this valuation method (detailed below) are the volatility of the Company’s stock price, a risk-free rate of return (using the U.S. Treasury yield curve) based on the expected term from grant date to exercise date and an annual dividend rate based upon the current market price. Expected term from grant date is based upon the historical time from grant to exercise experienced by the Company. Because share-based compensation vesting in            the current periods was granted on a variety of dates, the assumptions are presented as weighted averages in those assumptions.

 

There were no stock incentives granted during the three months ended March 31, 2009 or 2008.

 

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A summary of stock option and stock appreciation right activity under the 1998 Plan and the 2005 Plan as of March 31, 2009, and changes during the year is presented below:

 

|                               |   | **Shares** |   |   |   | **Weighted-Average****Exercise Price** |    |   |   | **Weighted-Average****Remaining****Contractual Term,****in years** |   |   |   | **Aggregate Intrinsic****Value (in thousands)** |   |
|------------------------------------|--------|------------|--------|--------|--------|----------------------------------------|---------|--------|--------|--------------------------------------------------------------------|--------|--------|--------|-------------------------------------------------|--------|
| **Outstanding at January 1, 2009** |   | 435,395    |   |   |   | $                                      | 26.58   |   |   |                                                               |   |   |   |                                            |   |   |   |
| Granted                            |   | —    |   |   |   |                                   | — |   |   |                                                               |   |   |   |                                            |   |   |   |
| Exercised                          |   | —    |   |   |   |                                   | — |   |   |                                                               |   |   |   |                                            |   |   |   |
| Forfeited or expired               |   | —    |   |   |   |                                   | — |   |   |                                                               |   |   |   |                                            |   |   |   |
| **Outstanding at March 31, 2009**  |   | 435,395    |   |   |   | $                                      | 26.58   |   |   |                                                               | 3.48   |   |   |                                            | $      | 1,832 |   |
| Exercisable at March 31, 2009      |   | 251,895    |   |   |   | $                                      | 26.02   |   |   |                                                               | 4.12   |   |   |                                            | $      | 1,099 |   |

 

No stock options were exercised during the three months ended March 31, 2009 or March 31, 2008.

 

As of March 31, 2009, there was $368 thousand of total unrecognized compensation cost related to non-vested share-based compensation arrangements granted under the 2005 Plan. There was no unrecognized compensation cost related to non-vested share-based compensation arrangements granted under the 1998 plan. That cost is expected to be recognized over a weighted-average vesting period            of 2.6 years. During the same period, we expensed $37 thousand for stock appreciation rights that will vest in 2011 and 2012.

 

Certain conditions on executive compensation, including share based compensation, have been placed on the Company as part of its participation in the Treasury’s Capital Purchase Program (CPP). Rules governing share based compensation for CPP participants are still being formulated by Treasury. It is not know as of the date of this report what effect, if any, this will have on            the Company’s share based compensation programs.

 

**Note 6. Short-Term Borrowings**

 

The Company had Federal Home Loan Bank (FHLB) advances with maturity dates of less than one year of $40.0 million as of March 31, 2009. There were no such advances outstanding as of December 31, 2008. As of March 31, 2009, the advances had fixed interest rates ranging from 1.00% to 4.67%.

 

**Note 7. Long-Term Borrowings**

 

The Company had FHLB advances with maturity dates greater than one year of $13.5 million as of March 31, 2008 and $23.5 million as of December 31, 2008. As of March 31, 2009, the advances had fixed interest rates ranging from 2.57% to 6.34%.

 

**Note 8. Long-term Capital Lease Obligations**

 

The Company is leasing land in Santa Fe and is currently building an office on the site. The construction of the office is underway and expected to be completed in September of 2009. The lease has an 8 year term and expires in 2014, and contains an option to purchase the land at a set price at the termination of the initial term of the lease. This lease is classified as a capital            lease. The Company also holds a note and mortgage on this land, and the interest payments received on the note are approximately equal to the payments made on the lease and the principal due at maturity (simultaneous with the lease maturity) will largely offset the option purchase price. This lease is classified as a capital lease. Lease payments for the three months ended March 31, 2009 and 2008 were $67 thousand and $46 thousand, respectively.

 

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**Note** **9. Junior Subordinated Debt Owed to Unconsolidated Trusts**

 

The following table presents details on the junior subordinated debt owed to unconsolidated trusts as of March 31, 2009.

 

|                                                       |   | **Trust I**                |   | **Trust III**     |   | **Trust IV**      |   | **Trust V**        |   |
|------------------------------------------------------------|--------|----------------------------|--------|-------------------|--------|-------------------|--------|--------------------|--------|
|                                                       |   | **(Dollars in thousands)** |   |
|  

Date of issue                                      |   | March 23, 2000             |   | May 11, 2004      |   | June 29, 2005     |   | September 21, 2006 |   |
| Amount of trust preferred securities issued                |   | $                          | 10,000 |              | $      | 6,000             |   | $                  | 10,000 |   | $ | 10,000 |   |
| Rate on trust preferred securities                         |   | 10.875                     | %      | 3.96% (variable   | )      | 6.88              | %      | 6.83               | %      |
|  

Maturity                                           |   | March 8, 2030              |   | September 8, 2034 |   | November 23, 2035 |   | December 15, 2036  |   |
|  

Date of first redemption                           |   | March 8, 2010              |   | September 8, 2009 |   | August 23, 2010   |   | September 15, 2011 |   |
| Common equity securities issued                            |   | $                          | 310    |              | $      | 186               |   | $                  | 310    |   | $ | 310 |   |
| Junior subordinated deferrable interest debentures owed    |   | $                          | 10,310 |              | $      | 6,186             |   | $                  | 10,310 |   | $ | 10,310 |   |
| Rate on junior subordinated deferrable interest debentures |   | 10.875                     | %      | 3.96% (variable   | )      | 6.88              | %      | 6.83               | %      |

 

On the dates of issue indicated above, the Trusts, being Delaware statutory business trusts, issued trust preferred securities (the “trust preferred securities”) in the amount and at the rate indicated above. These securities represent preferred beneficial interests in the assets of the Trusts. The trust preferred securities will mature on the dates indicated, and are            redeemable in whole or in part at the option of Trinity at any time after the date of first redemption indicated above, with the approval of the Federal Reserve Board and in whole at any time upon the occurrence of certain events affecting their tax or regulatory capital treatment. The Trusts also issued common equity securities to Trinity in the amounts indicated above. The Trusts used the proceeds of the offering of the trust preferred securities to purchase junior subordinated            deferrable interest debentures (the “debentures”) issued by Trinity, which have terms substantially similar to the trust preferred securities. Trinity has the right to defer payments of interest on the debentures at any time or from time to time for a period of up to ten consecutive semi-annual periods with respect to each interest payment deferred. Under the terms of the debentures, under certain circumstances of default or if Trinity has elected to defer interest on            the debentures, Trinity may not, with certain exceptions, declare or pay any dividends or distributions on its capital stock or purchase or acquire any of its capital stock. Trinity used the majority of the proceeds from the sale of the debentures to add to Tier 1 and Tier 2 capital in order to support its growth and to purchase treasury stock.

 

Trinity owns all of the outstanding common securities of the Trusts. The Trusts are considered variable interest entities (VIEs) under *Financial Accounting Standards Board Interpretation (FIN) No.* *46, “Consolidation of Variable Interest Entities, an interpretation of Accounting Research Bulletin            No.* *51,”*as revised. Because Trinity is not the primary beneficiary of the Trusts, the financial statements of the Trusts are not included in the consolidated financial statements of the Company.

 

In March 2005, the Board of Governors of the Federal Reserve System issued a final rule allowing bank holding companies to continue to include qualifying trust preferred securities in their Tier 1 Capital for regulatory capital purposes, subject to a 25% limitation to all core (Tier I) capital elements, net of goodwill less any associated deferred tax liability. The final            rule provides a five-year transition period, ending March 31, 2009, for application of the aforementioned quantitative limitation. In April 2009, this five-year transition period was extended for an additional year. As of March 31, 2009, 100% of the trust preferred securities noted in the table above qualified as Tier 1 capital under the final rule adopted in March 2005.

 

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Payments of distributions on the trust preferred securities and payments on redemption of the trust preferred securities are guaranteed by Trinity on a limited basis. Trinity also entered into an agreement as to expenses and liabilities with the Trusts pursuant to which it agreed, on a subordinated basis, to pay any costs, expenses or liabilities of the Trusts other than those arising            under the trust preferred securities. The obligations of Trinity under the junior subordinated debentures, the related indenture, the trust agreement establishing the Trusts, the guarantee and the agreement as to expenses and liabilities, in the aggregate, constitute a full and unconditional guarantee by Trinity of the Trusts’ obligations under the trust preferred securities.

 

Issuance costs of $406 thousand related to Trust I and Trust III were deferred and are being amortized over the period until mandatory redemption of the securities in March 2030 and September 2034, respectively. During each of the three month periods ended March 31, 2009 and 2008, $3 thousand of these issuance costs were amortized. Unamortized issuance costs were $294            thousand and $297 thousand at March 31, 2009 and December 31, 2008, respectively. There were no issuance costs associated with the other trust preferred security issues.

 

Dividends accrued and unpaid to securities holders totaled $201 thousand and $485 thousand on March 31, 2009 and December 31, 2008, respectively.

 

**Note** **10. Commitments, Contingencies and Off-Balance Sheet Activities**

 

*Credit-related financial instruments:*  The Company is a party to credit-related commitments with off-balance-sheet risk in the normal course of business to meet the financing needs of its customers. These credit-related commitments include commitments to extend credit, standby letters of credit and commercial letters of credit. Such credit-related            commitments involve, to varying degrees, elements of credit and interest rate risk in excess of the amount recognized in the consolidated balance sheets.

 

The Company’s exposure to credit loss is represented by the contractual amount of these credit-related commitments. The Company follows the same credit policies in making credit-related commitments as it does for on-balance-sheet instruments.

 

At March 31, 2009 and December 31, 2008, the following credit-related commitments were outstanding:

 

|                                                               |   | **Contract Amount** |    |
|--------------------------------------------------------------------|--------|---------------------|---------|
|                                                               |   | **March 31, 2009**  |    |   |   | **December 31, 2008** |   |
|                                                               |   | **(In thousands)**  |    |
| Unfunded commitments under lines of credit     |   | $                   | 197,636 |   |   |   | $ | 201,001 |   |
| Commercial and standby letters of credit       |   |                | 22,596  |   |   |   |   | 20,468 |   |

 

Commitments to extend credit under lines of credit are agreements to lend to a customer as long as there is no violation of any condition established in the contract. Commitments generally have fixed expiration dates or other termination clauses and may require a payment of a fee. The commitments for lines of credit may expire without being drawn upon. Therefore, the total commitment            amounts do not necessarily represent future cash requirements. The amount of collateral obtained, if deemed necessary by the Company, is based on management’s credit evaluation of the customer. Unfunded commitments under commercial lines of credit, revolving credit lines and overdraft protection agreements are commitments for possible future extensions of credit to existing customers. Overdraft protection agreements are uncollateralized, but most other unfunded commitments            under lines of credit have collateral. These unfunded lines of credit usually do not contain a specified maturity date and may not necessarily be drawn upon to the total extent to which the Company is committed.

 

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Commercial and standby letters of credit are conditional credit-related commitments issued by the Company to guarantee the performance of a customer to a third party. Letters of credit are primarily issued to support public and private borrowing arrangements. Essentially all letters of credit issued have expiration dates within one year. The credit risk involved in issuing letters of            credit is the same as that involved in extending loans to customers. The Company holds collateral supporting those credit-related commitments, if deemed necessary. In the event the customer does not perform in accordance with the terms of the agreement with the third party, the Company would be required to fund the credit-related commitment. The maximum potential amount of future payments the Company could be required to make is represented by the contractual amount shown            in the summary above. If the credit-related commitment is funded, the Company would be entitled to seek recovery from the customer. At March 31, 2009 and December 31, 2008, no amounts have been recorded as liabilities for the Company’s potential obligations under these credit-related commitments. The fair value of these credit-related commitments is approximately equal to the fees collected when granting these letters of credit. These fees collected were $35 thousand and $38            thousand as of March 31, 2009 and December 31, 2008, respectively, and are included in “other liabilities” on the Company’s balance sheet.

 

*Concentrations of credit risk:*  The majority of the loans, commitments to extend credit, and standby letters of credit have been granted to customers in Los Alamos, Santa Fe and surrounding communities. Although the Company has a diversified loan portfolio, a substantial portion of its loans are made to businesses and individuals associated with, or            employed by, Los Alamos National Laboratory (“the Laboratory”) as further discussed within Item 1A of Part I of Trinity’s Form 10-K for the year ended December 31, 2008. The ability of such borrowers to honor their contracts is predominately dependent upon the continued operation and funding of the Laboratory. Investments in securities issued by states and political subdivisions involve governmental entities within the state of New Mexico. The distribution of            commitments to extend credit approximates the distribution of loans outstanding. Standby letters of credit were granted primarily to commercial borrowers.

 

**Note 11. Preferred Equity Issues**

 

On March 27, 2009, the Company issued two series of preferred shares to the Treasury under the Capital Purchase Program (CPP). Below is a table disclosing the information on these two issues:

 

|                                                                   |   | **Number of****shares issued** |   |   |   | **Dividend rate**                        |   |   | **Liquidation****value per share** |     |   |   | **Original cost,****in thousands** |   |
|------------------------------------------------------------------------|--------|--------------------------------|--------|--------|--------|------------------------------------------|--------|--------|------------------------------------|----------|--------|--------|------------------------------------|--------|
| Series A cumulative perpetual preferred shares     |   | 35,539                         |   |   |   | 5 % for the first 5 years, thereafter 9% |   |   | $                                  | 1,000.00 |   |   |                               | $      | 33,437 |   |
| Series B cumulative perpetual preferred shares     |   | 1,777                          |   |   |   | 9%                                       |   |   |                               | 1,000.00 |   |   |                               |   | 2,102 |   |

 

Dividends are paid quarterly to Treasury, and the amount of any unpaid dividends outstanding at the end of the quarter is an outstanding liability in “other liabilities” on the balance sheet. The amount of dividends accrued and unpaid as of March 31, 2009 was $21 thousand.

 

The difference between the liquidation value of the preferred shares and the original cost is being accreted (for series A) or amortized (for series A) over 10 years. The net difference of this amortization and accretion is posted directly to capital. During the first quarter of 2009, a net amount of $2 thousand was accreted to equity.

 

Both the dividends and net accretion on the preferred shares reduce the amount of net income available to common shareholders. During the first quarter of 2009, the total of these two amounts was $23 thousand.

 

**Note 12. Litigation**

 

Trinity, the Bank, Title Guaranty, TCC Advisors and TCC Funds were not involved in any pending legal proceedings, other than routine legal proceedings occurring in the normal course of business and those otherwise specifically stated herein, which, in the opinion of management, in the aggregate, were material to the Company’s consolidated financial condition.

 

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**Note 13. Fair Value Measurements**

 

Effective January 1, 2008, the Company adopted the provisions of SFAS No. 157, *Fair Value Measurements*for financial assets and financial liabilities. This Statement defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles (GAAP), and expands disclosures about fair value            measurements. Valuation techniques are based upon observable and unobservable inputs. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect the Company’s assumptions about market value. These two types of inputs create the following fair value hierarchy:

 

|   | **•** | Level 1 - Quoted prices for identical instruments in active markets. |
|--------|------------|----------------------------------------------------------------------|

|   | **•** | Level 2 - Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations whose inputs are observable. |
|--------|------------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

|   | **•** | Level 3- Instruments whose significant value drivers are unobservable. |
|--------|------------|------------------------------------------------------------------------|

 

The following table summarizes the Company’s financial instruments that were measured at fair value on a recurring basis at March 31, 2009:

 

|                          | **Level 1 Inputs** |    | **Level 2 Inputs** |   | **Level 3 Inputs** |   | **Total Fair Value** |
|-------------------------------|--------------------|---------|--------------------|--------|--------------------|--------|----------------------|
|                          | **(In thousands)** |
| Foreign currency in vault     | $                  | 332     |               | $      | —            |   | $                    | — |   | $ | 332 |   |
| Securities available for sale |               | — |               |   | 67,611             |   |                 | — |   |   | 67,611 |   |
| Derivative assets             |               | — |               |   | 165                |   |                 | — |   |   | 165 |   |
| Derivative liabilities        |               | — |               |   | (450               | )      |                 | — |   |   | (450 | ) |

 

Foreign currency in vault is valued at current market values in actively traded currency markets. Changes in fair market values are recorded in other income.

 

Securities available for sale are valued based upon open-market quotes obtained from reputable third-party brokers. Market pricing is based upon specific CUSIP identification for each individual security. Changes in fair market value are recorded in other comprehensive income as the securities are available for sale.

 

Derivative assets and liabilities represent interest rate contracts between the Company and loan customers, and between the Company and outside parties to whom we have made a commitment to sell residential mortgage loans at a set interest rate. These are valued based upon the differential between the interest rates upon the inception of the contract and the current market interest            rates for similar products. Changes in market value are recorded in current earnings.

 

Certain financial and non-financial assets and liabilities are measured at fair value on a nonrecurring basis; that is, the instruments are not measured at fair value on an ongoing basis but are subject to fair value adjustments in certain circumstances (for example, when there is evidence of impairment). These assets are recorded at the lower of amortized cost or current market            value, and a valuation allowance reflects any unrealized market value losses, offset to an expense account. The following table summarizes the Company’s financial instruments that were measured at fair value on a non-recurring basis at March 31, 2009:

 

|                      | **Level 1 Inputs** |    | **Level 2 Inputs** |   | **Level 3 Inputs** |   | **Total Fair Value** |
|---------------------------|--------------------|---------|--------------------|--------|--------------------|--------|----------------------|
|                      | **(In thousands)** |
| Impaired loans            | $                  | — |               | $      | —            |   | $                    | 3,898 |   | $ | 3,898 |
| Loans held for sale       |               | — |               |   | —            |   |                 | — |   |   | — |
| Mortgage servicing rights |               | — |               |   | 3,021              |   |                 | — |   |   | 3,021 |
| Foreclosed assets         |               |    |               |   | 1,065              |   |                 |   |   |   | 1,065 |

 

 

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Fair value measurements for impaired loans are performed pursuant to SFAS No. 114, and are based upon one of three methods to measure impairment: the fair value of the collateral less disposition costs, the present value of expected future cash flows method, or the observable market price of a loan method. A loan may be considered impaired, but the value is considered sufficient to            support a fair value equal to or greater than the carrying value of the loan, and no specific reserve is deemed necessary to record such impairment. In addition, impaired loans are generally written down to the impaired value rather than carrying a specific allocation in the reserve for loan losses. There were no allocations for specific identified loans on March 31, 2009 or December 31, 2008. Adjustments to the estimated fair value of impaired loans may result in increases or            decreases to the provision for loan losses recorded in current earnings. All impaired loans included in the table above have been charged down to estimated fair value.

 

Loans held for sale are valued based upon open market quotes obtained from the Federal National Mortgage Association (FNMA). Market pricing is based upon mortgage loans with similar terms and interest rates. The change in market value (up to the amortized value of the loans held for sale) is recorded as an adjustment to the loans held for sale valuation allowance, with the offset            being recorded as an addition or a reduction in current earnings. There were no loans held for sale with an associated valuation allowance as of March 31, 2009.

 

Mortgage servicing rights (MSRs) are valued based upon the value of MSRs that are traded on the open market and a current market value for each risk tranche in our portfolio is assigned. We then compare that market value to the current amortized book value for each tranche. The change in market value (up to the amortized value of the MSR) is recorded as an adjustment to the MSR            valuation allowance, with the offset being recorded as an addition or a reduction in current earnings. Only the tranches that are deemed impaired are included in the above table.

 

***Non-Financial Assets and Non-Financial Liabilities:***Certain non-financial assets measured at fair value on a non-recurring basis included foreclosed assets (upon initial recognition or subsequent impairment) and intangible assets measured at fair value for impairment assessment.

 

During the first quarter of 2009, certain foreclosed assets, upon initial recognition, were remeasured and reported at fair value through a charge-off to the allowance for loan losses based upon the fair value of the foreclosed asset, less estimated costs of disposal. The fair value of foreclosed asset, upon initial recognition, is estimated using Level 2 inputs based on observable            market data or Level 3 inputs based on customized discounting criteria. Foreclosed assets measured at fair value (less estimated disposal costs) upon initial recognition totaled $2.7 million (utilizing Level 2 valuation inputs) during the three months ended March 31, 2009. In connection with the measurement and initial recognition of the foregoing foreclosed assets, the Company recognized charge-offs of the allowance for loan losses totaling $254 thousand. Other than foreclosed            assets measured at fair value (less estimated disposal costs) upon initial recognition, a total of $840 thousand in foreclosed assets were remeasured at fair value during the three months ended March 31, 2009, resulting in a charge of $122 thousand to current earnings.

 

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**Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations**

 

*This discussion is intended to focus on certain financial information regarding the Company and is written to provide the reader with a more thorough understanding of its financial statements. The following discussion and analysis of the Company’s financial position and results of operations should be read in conjunction with the information set forth in            Item* *3, Quantitative and Qualitative Disclosures about Market Risk and the annual audited consolidated financial statements filed on Form 10-K (as amended) for the year ended December 31, 2008.*

 

This report contains certain financial information determined by methods other than in accordance with accounting principles generally accepted in the United States of America (GAAP). These measures include net interest margin on a fully tax-equivalent basis and net interest income on a fully tax-equivalent basis. Management uses these non-GAAP measures in its analysis of the            Company’s performance. The tax-equivalent adjustment to net interest margin and net interest income recognizes the income tax savings when comparing taxable and tax-exempt assets and adjusting for federal and state exemption of interest income and certain other permanent income tax differences. Management believes that it is a standard practice in the banking industry to present net interest income and net interest margin on a fully tax-equivalent basis, and accordingly            believes the presentation of the financial measures may be useful for peer comparison purposes. This disclosure should not be viewed as a substitute for the results determined to be in accordance with GAAP, nor is it necessarily comparable to non-GAAP performance measures that may be presented by other companies. Reconciliations of net interest income on a fully tax-equivalent basis to net interest income and net interest margin on a fully tax-equivalent basis to net interest margin            are contained in tables under “Net Interest Income.”

 

**Special Note Concerning Forward-Looking Statements**

 

This document (including information incorporated by reference) contains, and future oral and written statements of the Company and its management may contain, forward-looking statements, within the meaning of such term in the Private Securities Litigation Reform Act of 1995, with respect to the financial condition, results of operations, plans, objectives, future performance and            business of the Company. Forward-looking statements, which may be based upon beliefs, expectations and assumptions of the Company’s management and on information currently available to management, are generally identifiable by the use of words such as “believe,” “expect,” “anticipate,” “plan,” “intend,” “estimate,” “may,” “will,” “would,” “could,”            “should” or other similar expressions. Additionally, all statements in this document, including forward-looking statements, speak only as of the date they are made, and the Company undertakes no obligation to update any statement in light of new information or future events.

 

The Company’s ability to predict results or the actual effect of future plans or strategies is inherently uncertain. The factors, which could have a material adverse effect on the operations and future prospects of the Company and its subsidiaries are detailed in the “Risk Factors” section included under Item 1A of Part I of the Company’s Form 10-K (as amended)            for the year ended December 31, 2008. In addition to the risk factors described in that section, there are other factors that may impact any public company, including ours, which could have a material adverse effect on the operations and future prospects of the Company and its subsidiaries. These additional factors include, but are not limited to, the following:

 

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These risks and uncertainties should be considered in evaluating forward-looking statements and undue reliance should not be placed on such statements.

 

**Critical Accounting Policies**

 

***Allowance for Loan Losses:***  The allowance for loan losses is that amount which, in management’s judgment, is considered appropriate to provide for probable losses in the loan portfolio. In analyzing the adequacy of the allowance for loan losses, management uses a comprehensive loan grading system to determine risk potential in the            portfolio, and considers the results of periodic internal and external loan reviews. Historical loss experience factors and specific reserves for impaired loans, combined with other considerations, such as delinquency, non-accrual, trends on criticized and classified loans, economic conditions, concentrations of credit risk, and experience and abilities of lending personnel, are also considered in analyzing the adequacy of the allowance. Management uses a systematic methodology,            which is applied at least quarterly, to determine the amount of allowance for loan losses and the resultant provisions for loan losses it considers adequate to provide for anticipated loan losses. This methodology includes a periodic detailed analysis of the loan portfolio, a systematic loan grading system and a periodic review of the summary of the allowance for loan and lease loss balance. In the event that different assumptions or conditions were to prevail, and depending upon            the severity of such changes, the possibility of materially different financial condition or results of operations is a reasonable likelihood.

 

Three methods are used to evaluate the adequacy of the allowance for loan losses: (1) specific identification, based on management’s assessment of loans in our portfolio and the probability that a charge-off will occur in the upcoming quarter, per SFAS 114; (2) losses probable in the loan portfolio besides those specifically identified, based upon a migration analysis of the            percentage of loans currently performing that have probable losses, as set forth in SFAS 5; and (3) qualitative adjustments based on management’s assessment of certain risks such as delinquency trends, watch-list and classified trends, changes in concentrations, economic trends, industry trends, non-accrual trends, exceptions and loan-to-value guidelines, management and staff changes and policy or procedure changes (as set forth in SFAS 5).

 

While management uses the best information available to make its evaluation, future adjustments to the allowance may be necessary if there are significant changes in economic conditions. In addition, as an integral part of their examination process regulatory agencies periodically review our allowance for loan losses and may require us to make additions to the allowance based on their            evaluation of information available at the time of their examinations.

 

***Mortgage Servicing Right (MSR) Assets:***  Servicing residential mortgage loans for third-party investors represents a significant business activity of the Bank. As of March 31, 2009, mortgage loans serviced for others totaled $956.6 million. The net carrying amount of the MSRs on these loans total $5.8 million as of March 31, 2009. The expected            and actual rates of mortgage loan prepayments are the most significant factors driving the value of MSRs. Increases in mortgage loan prepayments reduce estimated future net servicing cash flows because the life of the underlying loan is reduced. In determining the fair value of the MSRs, mortgage interest rates, which are used to determine prepayment rates and discount rates, are held constant over the estimated life of the portfolio. Fair values of the MSRs are calculated on a            monthly basis. The values are based upon current market conditions and assumptions, which incorporate the expected life of the loans, estimated costs to service the loans, servicing fees to be received and other factors. MSRs are carried at the lower of the initial capitalized amount, net of accumulated amortization, or fair value.

 

The fair value of the MSRs is driven primarily by the effect current mortgage interest rates have on the likelihood borrowers will prepay the underlying mortgages by refinancing at a lower rate. Accordingly, higher interest rates decrease the likelihood of prepayment, extending the life of the MSRs and increasing the value of these assets. Lower interest rates increase the likelihood            of prepayment, contracting the life of the MSRs and decreasing the value of these assets. This can have a significant impact on our income. There is no certainty on the direction and amount of interest rate changes looking forward, and therefore, there is no certainty on the amount or direction of the change in valuation.

 

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An analysis of changes in mortgage servicing rights asset follows: 

 

|                                        |   | **Three Months Ended** |   |
|---------------------------------------------|--------|------------------------|--------|
|                                        |   | **March 31, 2009**     |   |   |   | **March** **31,** **2008** |   |
|                                        |   | **(In thousands)**     |   |
| Balance at beginning of period              |   | $                      | 6,908  |   |   |   | $ | 8,250 |   |
| Servicing rights originated and capitalized |   |                   | 1,480  |   |   |   |   | 556 |   |
| Amortization                                |   |                   | (642   | ) |   |   |   | (720 | ) |
|                                        |   | $                      | 7,746  |   |   |   | $ | 8,086 |   |

 

Below is an analysis of changes in the mortgage servicing right asset valuation allowance:

 

|                                        |   | **Three Months Ended** |   |
|---------------------------------------------|--------|------------------------|--------|
|                                        |   | **March 31, 2009**     |   |   |   | **March** **31,** **2008** |   |
|                                        |   | **(In thousands)**     |   |
| Balance at beginning of period              |   | $                      | (1,637 | ) |   |   | $ | (184 | ) |
| Aggregate reductions credited to operations |   |                   | 504    |   |   |   |   | 960 |   |
| Aggregate additions charged to operations   |   |                   | (848   | ) |   |   |   | (1,146 | ) |
|                                        |   | $                      | (1,981 | ) |   |   | $ | (370 | ) |

 

The fair values of the MSRs were $6.2 million and $5.7 million on March 31, 2009 and December 31, 2008, respectively.

 

The primary risk characteristics of the underlying loans used to stratify the servicing assets for the purposes of measuring impairment are interest rate and original term.

 

Our valuation allowance is used to recognize impairments of our MSRs. An MSR is considered impaired when the market value of the MSR is below the amortized book value of the MSR. The MSRs are accounted by risk tranche, with the interest rate and term of the underlying loan being the primary strata used in distinguishing the tranches. Each tranche is evaluated separately for            impairment.

 

We have our MSRs analyzed for impairment on a monthly basis. The underlying loans on all serviced loans are analyzed and, based upon the value of MSRs that are traded on the open market, a current market value for each risk tranche in our portfolio is assigned. We then compare that market value to the current amortized book value for each tranche. The change in market value (up to the            amortized value of the MSR) is recorded as an adjustment to the MSR valuation allowance, with the offset being recorded as an addition or a reduction to income.

 

The impairment is analyzed for other than temporary impairment on a quarterly basis. The MSRs would be considered other than temporarily impaired if there is likelihood that the impairment would not be recovered before the expected maturity of the asset. If the underlying mortgage loans have been amortized at a rate greater than the amortization of the MSR, the MSR may be other than            temporarily impaired. As of March 31, 2009, none of the MSRs were considered other than temporarily impaired.

 

The following assumptions were used to calculate the market value of the MSRs as of March 31, 2009, December 31, 2008 and March 31, 2008:

 

|                                       |   | **At March 31,** |   |   |   | **At December 31,** |   |   |   | **At March 31,** |   |
|--------------------------------------------|--------|------------------|--------|--------|--------|---------------------|--------|--------|--------|------------------|--------|
|                                       |   | **2009**         |   |   |   | **2008**            |   |   |   | **2008**         |   |
| Prepayment Standard Assumption (PSA) speed |   | 365.00           | %      |   |   | 390.00              | %      |   |   | 252.00           | %      |
| Discount rate                              |   | 10.76            |   |   |   | 10.76               |   |   |   | 10.00            |   |
| Earnings rate                              |   | 2.50             |   |   |   | 3.50                |   |   |   | 4.75             |   |

 

 

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**Overview**

 

The Company’s net income available to common shareholders increased by $3.1 million (2,529.5%) from the quarter ended December 31, 2008 to the quarter ended March 31, 2009. In addition, the Company’s net income available to common shareholders increased $354 thousand (12.4%) from the first quarter of 2008 to the first quarter of 2009. The increase from the fourth quarter            of 2008 and the increase from the first quarter of 2008 were primarily due to an increase in non-interest income and an increase in net interest income. Total assets grew $110.4 million (7.8%) from December 31, 2008 to March 31, 2009.

 

**Recent Developments.**

 

Recent events in the U.S. and global financial markets, including the deterioration of the world wide credit markets, declines in real estate values and increases in mortgage foreclosures, have created significant challenges for financial institutions and the economy as a whole. In response to the crises, on October 3, 2008, the U.S. Congress passed, and the President signed into law,            the Emergency Economic Stabilization Act of 2008 (the “EESA”). The EESA authorizes the Secretary of the U.S. Treasury (“Treasury”) and the Federal Deposit Insurance Corporation (the “FDIC”) to implement various temporary emergency programs designed to strengthen the capital positions of financial institutions, stimulate the availability of credit within the U.S. financial system, bolster the economy and improve consumer confidence. Pursuant to the            EESA, the Treasury has the authority to, among other things, purchase up to $700 billion of mortgages, mortgage-backed securities and certain other financial instruments from financial institutions for the purpose of stabilizing and providing liquidity to the U.S. financial markets.

 

***Capital Purchase Program.***On October 14, 2008, the Treasury announced that it will purchase equity stakes in eligible financial institutions that wish to participate. This program, known as the Capital Purchase Program (“CPP”), allocates $250 billion from the $700 billion authorized by the ESSA to the Treasury for the purchase of senior            preferred shares from qualifying financial institutions. Eligible institutions are able to sell equity interests to the Treasury in amounts equal to between 1% and 3% of the institution’s risk-weighted assets. In conjunction with the purchase of preferred stock, the Treasury receives warrants to additional preferred shares from the participating non-publically listed institutions (such as Trinity) with an aggregate market price equal to 5% of the initial preferred investment.            Participating financial institutions are required to adopt the Treasury’s standards for executive compensation and corporate governance for the period during which the Treasury holds equity issued under the CPP, including new standards on executive compensation that were part of the America Recovery and Reinvestment Act of 2009 (“ARRA”), which was signed into law by President Obama on February 17, 2009. 

Trinity submitted a non-binding application in October of 2008 and on March 27, 2009 issued $35.5 million in preferred shares to the Treasury under this program. The Treasury immediately exercised their warrants for additional preferred securities, and under these warrants Trinity issued an additional $1.8 million in preferred shares to the Treasury.

***Temporary Liquidity Guarantee Program***Also on October 14, 2008, using the systemic risk exception to the FDIC Improvement Act of 1991, the U.S. Treasury authorized the FDIC to provide a 100% guarantee of newly-issued senior unsecured debt and deposits in non-interest bearing accounts at FDIC insured institutions. Initially, all eligible financial            institutions were automatically covered under this program, known as the Temporary Liquidity Guarantee Program, without incurring any fees for a period of 30 days. Coverage under the Temporary Liquidity Guarantee Program after the initial 30-day period is available to insured financial institutions at a cost of 75 basis points per annum for senior unsecured debt and 10 basis points per annum for non-interest bearing deposits. After the initial 30-day period, institutions continued            to be covered under the Temporary Liquidity Guarantee Program unless they informed the FDIC that they were opting out of the program. Trinity and the Bank opted to participate in both of these programs although it does not anticipate incurring any unsecured senior debt.

 

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***The American Recovery and Reinvestment Act of 2009 (“ARRA”).***On February 17, 2009, President Obama signed into law the ARRA provides for large amounts of new government spending and programs. In addition, ARRA imposes extensive new executive compensation and corporate governance limitations on current and future participants in the            CPP. Thus, the newly enacted compensation-related limitations are applicable to the Company and, to the extent Treasury may implement these or additional restrictions unilaterally, the Company could be required to comply with these provisions. The new restrictions include additional limits on executive compensation such as prohibiting the payment or accrual of any bonus, retention award or incentive compensation to our five most highly compensated employees except for the payment of            long-term restricted stock; prohibiting any compensation plan that would encourage the manipulation of earnings; and extending the clawback required by EESA to the top 20 most highly compensated employees (in addition to our senior executive officers). ARRA also requires compliance with new corporate governance standards including an annual “say on pay” shareholder vote, the adoption of policies regarding excessive or luxury expenditures, and a certification by our Chief            Executive Officer and Chief Financial Officer that we have complied with the standards in the ARRA. These new limits would remain in place until the Company has redeemed the CPP Preferred Stock sold to Treasury, which is now permitted under ARRA without penalty and without the need to raise new capital, subject to Treasury’s consultation with the Company’s federal regulators.

The full impact of ARRA is not yet certain as it calls for additional regulatory action. The Company will continue to monitor the effect of the ARRA and the anticipated regulations. The Company has made its determination based upon the facts known and the best interests of the Company, the shareholders and the community.

***Financial Stability Plan.***On February 10, 2009, Treasury outlined a comprehensive plan consisting of multiple components designed to help restore stability to the U.S. financial system. As outlined by Treasury, this plan, referred to as the Financial Stability Plan, will include: the Capital Assistance Program pursuant to which certain            financial institutions will be permitted to sell convertible preferred stock to Treasury; a public-private investment fund designed to provide greater means for financial institutions to cleanse their balance sheets of non-performing legacy assets; a consumer and business lending initiative of up to $1 trillion; a housing support and foreclosure prevention program; and a small business and community lending initiative. As only a general outline of the Financial Stability Plan            has been disclosed thus far, it is difficult to predict at this point what effect, if any, such programs will have on the U.S. financial system generally or Trinity’s business specifically.

It is not clear at this time what impact the ESSA, the ARRA or the Financial Stability Plan, the programs initiated there under to date, other liquidity and funding initiatives of the Federal Reserve and other agencies, and any additional programs that may be initiated in the future will have on the Company’s future financial condition and results of operations. 

 

**Results of Operations-Income Statement Analysis**

 

***General.***Net income available to common shareholders for the first quarter of 2009 increased to $3.2 million or $0.50 diluted earnings per share, compared to $2.9 million or $0.44 diluted earnings per share for the same period in 2008, an increase of $354 thousand (12.4%) in net income and an increase in earnings per share of $0.06 (13.6%). This            increase in net income was primarily due to an increase in non-interest income of $3.0 million and an increase in net interest income of $1.8 million. The increase in non-interest income was mainly due to an increase in the gain on sale of loans, caused by a large volume of mortgage loan sales due to heavy refinancing volume in the lower interest rate environment. The increase in net interest income was primarily due to a decline in interest expense due to a lower interest rate            environment. Partially offsetting these increases in income, provision for loan losses increased $3.1 million and non-interest expense increased $1.1 million. The provision for loan losses increased pursuant to management’s loan loss reserve analysis, as a prudent measure to insure that probable losses inherent in the bank’s loan portfolio are adequately covered. Non-interest expenses increased primarily due to mark-to-market accounting of certain interest rate contracts            entered into as part of our mortgage loan operations. These losses are not expected to be permanent and may be reversed out as the interest rate contracts settle with the counterparties. There was also a significant increase in FDIC insurance premiums which was experienced industry-wide and not due to a change in the risk profile of LANB. Income tax expenses increased $273 thousand due to higher pre-tax income. Additionally, during the first quarter of 2009 there were dividends on            preferred shares issued to the Treasury as part of Trinity’s participation in the Capital Purchase Program (CPP) of $23 thousand; there were no such dividends in the first quarter of 2008.

 

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The profitability of the Company’s operations depends primarily on its net interest income, which is the difference between total interest earned on interest-earning assets and total interest paid on interest-bearing liabilities. The Company’s net income is affected by its provision for loan losses as well as other income and other expenses. The provision for loan losses            reflects the amount management believes to be adequate to cover probable credit losses in the loan portfolio. Non-interest income or other income consists of mortgage loan servicing fees, trust fees, loan and other fees, service charges on deposits, gain on sale of loans, gain on sale of securities, title insurance premiums and other operating income. Other expenses include salaries and employee benefits, occupancy expenses, data processing expenses, marketing, amortization and            valuation of mortgage servicing rights, amortization and valuation of other intangible assets, supplies expense, loss on other real estate owned, postage, bankcard and ATM network fees, legal, professional and accounting fees, FDIC insurance premiums and other expenses.

 

The amount of net interest income is affected by changes in the volume and mix of interest-earning assets, the level of interest rates earned on those assets, the volume and mix of interest-bearing liabilities, and the level of interest rates paid on those interest-bearing liabilities. The provision for loan losses is dependent on changes in the loan portfolio and management’s            assessment of the collectability of the loan portfolio, as well as economic and market conditions. Other income and other expenses are impacted by growth of operations and growth in the number of accounts through both acquisitions and core banking business growth. Growth in operations affects other expenses as a result of additional employees, branch facilities and promotional marketing expenses. Growth in the number of accounts affects other income including service fees as well as            other expenses such as computer services, supplies, postage, telecommunications and other miscellaneous expenses.

 

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***Net Interest Income.***The following tables present, for the periods indicated, the total dollar amount of interest income from average interest-earning assets and the resultant yields, as well as the interest expense on average interest-bearing liabilities, and the resultant costs, expressed both in dollars and rates:

 

|                                                          |   | **Three Months Ended March 31,** |      |
|---------------------------------------------------------------|--------|----------------------------------|-----------|
|                                                          |   | **2009**                         |      |   |   | **2008** |   |
|                                                          |   | **Average****Balance**           |      |   |   | **Interest** |   |   |   | **Yield/****Rate** |   |   |   | **Average****Balance** |   |   |   | **Interest** |   |   |   | **Yield/****Rate** |   |
|                                                          |   | **(Dollars in thousands)**       |      |
| **Interest-earning Assets:**                                  |   |                             |      |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Loans(1)                                                      |   | $                                | 1,255,147 |   |   |   | $ | 18,992 |   |   |   | 6.14 | % |   |   | $ | 1,171,908 |   |   |   | $ | 20,672 |   |   |   | 7.09 | % |
| Taxable investment securities                                 |   |                             | 62,736    |   |   |   |   | 198 |   |   |   | 1.28 |   |   |   |   | 86,721 |   |   |   |   | 832 |   |   |   | 3.86 |   |
| Investment securities exempt from federal income taxes (2)    |   |                             | 21,658    |   |   |   |   | 349 |   |   |   | 6.54 |   |   |   |   | 15,519 |   |   |   |   | 310 |   |   |   | 8.03 |   |
| Federal funds sold                                            |   |                             | 2,205     |   |   |   |   | 1 |   |   |   | 0.18 |   |   |   |   | 9,147 |   |   |   |   | 76 |   |   |   | 3.34 |   |
| Other interest-bearing deposits                               |   |                             | 36,736    |   |   |   |   | 9 |   |   |   | 0.10 |   |   |   |   | 39,894 |   |   |   |   | 311 |   |   |   | 3.14 |   |
| Investment in unconsolidated trust subsidiaries               |   |                             | 1,116     |   |   |   |   | 21 |   |   |   | 7.63 |   |   |   |   | 1,116 |   |   |   |   | 22 |   |   |   | 7.93 |   |
| Total interest-earning assets                                 |   |                             | 1,379,598 |   |   |   |   | 19,570 |   |   |   | 5.75 |   |   |   |   | 1,324,305 |   |   |   |   | 22,223 |   |   |   | 6.75 |   |
| Non-interest-earning assets                                   |   |                             | 47,658    |   |   |   |   |   |   |   |   |   |   |   |   |   | 61,761 |   |   |   |   |   |   |   |   |   |   |
| Total assets                                                  |   | $                                | 1,427,256 |   |   |   |   |   |   |   |   |   |   |   |   | $ | 1,386,066 |   |   |   |   |   |   |   |   |   |   |
|                                                          |   |                             |      |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| **Interest-bearing Liabilities:**                             |   |                             |      |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Deposits:                                                     |   |                             |      |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| NOW deposits                                                  |   | $                                | 104,889   |   |   |   | $ | 121 |   |   |   | 0.47 |   |   |   | $ | 91,335 |   |   |   | $ | 381 |   |   |   | 1.68 | % |
| Money market deposits                                         |   |                             | 192,255   |   |   |   |   | 174 |   |   |   | 0.37 |   |   |   |   | 198,019 |   |   |   |   | 884 |   |   |   | 1.80 |   |
| Savings deposits                                              |   |                             | 313,164   |   |   |   |   | 380 |   |   |   | 0.49 |   |   |   |   | 271,917 |   |   |   |   | 1,471 |   |   |   | 2.18 |   |
| Time deposits over $100,000                                   |   |                             | 332,753   |   |   |   |   | 2,712 |   |   |   | 3.31 |   |   |   |   | 322,980 |   |   |   |   | 3,885 |   |   |   | 4.84 |   |
| Time deposits under $100,000                                  |   |                             | 206,966   |   |   |   |   | 1,529 |   |   |   | 3.00 |   |   |   |   | 216,287 |   |   |   |   | 2,488 |   |   |   | 4.63 |   |
| Short-term borrowings, including ESOP borrowings under 1 year |   |                             | 19,765    |   |   |   |   | 63 |   |   |   | 1.29 |   |   |   |   | 40,039 |   |   |   |   | 323 |   |   |   | 3.24 |   |
| Long-term borrowings, including ESOP borrowings over 1 year   |   |                             | 28,526    |   |   |   |   | 311 |   |   |   | 4.42 |   |   |   |   | 23,563 |   |   |   |   | 289 |   |   |   | 4.93 |   |
| Long-term capital lease obligations                           |   |                             | 2,211     |   |   |   |   | 67 |   |   |   | 12.29 |   |   |   |   | 2,211 |   |   |   |   | 67 |   |   |   | 12.19 |   |
| Junior subordinated debt owed to unconsolidated trusts        |   |                             | 37,116    |   |   |   |   | 709 |   |   |   | 7.75 |   |   |   |   | 37,116 |   |   |   |   | 750 |   |   |   | 8.13 |   |
| Total interest-bearing liabilities                            |   |                             | 1,237,645 |   |   |   |   | 6,066 |   |   |   | 1.99 |   |   |   |   | 1,203,467 |   |   |   |   | 10,538 |   |   |   | 3.52 |   |

 

**(Continued on following page)**

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**(Continued from prior page)**

 

|                                                                        |   | **Three Months Ended March 31,** |      |
|-----------------------------------------------------------------------------|--------|----------------------------------|-----------|
|                                                                        |   | **2009**                         |      |   |   | **2008** |   |
|                                                                        |   | **Average****Balance**           |      |   |   | **Interest** |   |   |   | **Yield/****Rate** |   |   |   | **Average****Balance** |   |   |   | **Interest** |   |   |   | **Yield/****Rate** |   |
|                                                                        |   | **(Dollars in thousands)**       |      |
| Demand deposits--non-interest-bearing                                       |   | $                                | 48,655    |   |   |   |   |   |   |   |   |   |   |   |   | $ | 41,984 |   |   |   |   |   |   |   |   |   |   |
| Other non-interest-bearing liabilities                                      |   |                             | 34,932    |   |   |   |   |   |   |   |   |   |   |   |   |   | 50,430 |   |   |   |   |   |   |   |   |   |   |
| Stockholders' equity, including stock owned by ESOP                         |   |                             | 106,024   |   |   |   |   |   |   |   |   |   |   |   |   |   | 90,185 |   |   |   |   |   |   |   |   |   |   |
| Total liabilities and stockholders equity                                   |   | $                                | 1,427,256 |   |   |   |   |   |   |   |   |   |   |   |   | $ | 1,386,066 |   |   |   |   |   |   |   |   |   |   |
| Net interest income on a fully tax-equivalent basis/interest rate Spread(3) |   |                             |      |   |   |   | $ | 13,504 |   |   |   | 3.77 | % |   |   |   |   |   |   |   | $ | 11,685 |   |   |   | 3.23 | % |
| Net interest margin on a fully tax-equivalent basis(4)                      |   |                             |      |   |   |   |   |   |   |   |   | 3.97 | % |   |   |   |   |   |   |   |   |   |   |   |   | 3.55 | % |
| Net interest margin(4)                                                      |   |                             |      |   |   |   |   |   |   |   |   | 3.93 | % |   |   |   |   |   |   |   |   |   |   |   |   | 3.51 | % |

 

________________

 

| (1) | Average loans include non-accrual loans of $36.6 million and $12.5 million for March 31, 2009 and 2008, respectively.  Interest income includes loan origination fees of $896 thousand and $699 thousand for the three months ended March 31, 2009 and 2008, respectively. |
|-----|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

| (2) | Non-taxable investment income is presented on a fully tax-equivalent basis, adjusting for federal and state exemption of interest income and certain other permanent tax differences. |
|-----|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

| (3) | Interest rate spread represents the difference between the average yield on interest-earning assets and the average cost of interest-bearing liabilities and is presented on a fully tax-equivalent basis. |
|-----|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

| (4) | Net interest margin represents net interest income as a percentage of average interest-earning assets. |
|-----|--------------------------------------------------------------------------------------------------------|

 

For the first quarter of 2009, net interest income on a fully tax-equivalent basis increased $1.8 million (15.6%) to $13.5 million from $11.7 million for the first quarter of 2008. The increase in net interest income on a fully tax-equivalent basis resulted from a decrease in interest expense of $4.5 million (42.4%), which was partially offset by a decrease in interest income on a            fully tax-equivalent basis of $2.7 million (11.9%). Interest expense decreased mainly due to a decrease in the cost on interest-bearing liabilities of 153 basis points, which accounted for a decrease in interest expense of $4.6 million. This was partially offset by an increase in average interest-bearing liabilities of $34.2 million (2.8%), which accounted for an increase of $169 thousand in interest expense. Interest income on a fully tax-equivalent basis decreased due to a            decrease in the yield of interest-earning assets of 100 basis points, which accounted for $3.9 million of the decrease. This was partially offset by an increase in average total interest-earning assets of $55.3 million (4.2%), accounting for an increase in $1.2 million in interest income on a fully tax-equivalent basis. The net interest margin expressed on a fully tax-equivalent basis increased 42 basis points to 3.97% for the quarter ended March 31, 2009 from 3.55% for the quarter            ended March 31, 2008.

 

26

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**Table of contents**

 

The following table reconciles net interest income on a fully tax-equivalent basis for the periods presented:

 

|                                             |   | **Three Months Ended March 31,** |   |
|--------------------------------------------------|--------|----------------------------------|--------|
|                                             |   | **2009**                         |   |   |   | **2008** |   |
|                                             |   | **(In thousands)**               |   |
| Net interest income                              |   | $                                | 13,372 |   |   |   | $ | 11,571 |   |
| Tax-equivalent adjustment to net interest income |   |                             | 132    |   |   |   |   | 114 |   |
| Net interest income, fully tax-equivalent basis  |   | $                                | 13,504 |   |   |   | $ | 11,685 |   |

 

 

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***Volume, Mix and Rate Analysis of Net Interest Income.***The following tables present the extent to which changes in volume, changes in interest rates, and changes in the interest rates times the changes in volume of interest-earning assets and interest-bearing liabilities have affected the Company’s interest income and interest expense during            the periods indicated. Information is provided on changes in each category due to (i) changes attributable to changes in volume (change in volume times the prior period interest rate), (ii) changes attributable to changes in interest rate (changes in rate times the prior period volume) and (iii) changes attributable to changes in rate/volume (changes in interest rate times changes in volume). Changes attributable to the combined impact of volume and rate have been            allocated proportionally to the changes due to volume and the changes due to rate.

 

|                                                          |   | **Three Months Ended March 31,** |    |
|---------------------------------------------------------------|--------|----------------------------------|---------|
|                                                          |   | **2009 Compared to 2008**        |    |
|                                                          |   | **Change Due****to Volume**      |    |   |   | **Change** **Due****to** **Rate** |   |   |   | **Total****Change** |   |
|                                                          |   | **(In thousands)**               |    |
| **Interest-earning Assets:**                                  |   |                             |    |   |   |   |   |   |   |   |   |   |   |   |
| Loans                                                         |   | $                                | 1,398   |   |   |   | $ | (3,078 | ) |   |   | $ | (1,680 | ) |
| Taxable investment securities                                 |   |                             | (185    | ) |   |   |   | (449 | ) |   |   |   | (634 | ) |
| Investment securities exempt from federal income taxes(1)     |   |                             | 107     |   |   |   |   | (68 | ) |   |   |   | 39 |   |
| Federal funds sold                                            |   |                             | (33     | ) |   |   |   | (42 | ) |   |   |   | (75 | ) |
| Other interest bearing deposits                               |   |                             | (23     | ) |   |   |   | (279 | ) |   |   |   | (302 | ) |
| Investment in unconsolidated trust subsidiaries               |   |                             | — |   |   |   |   | (1 | ) |   |   |   | (1 | ) |
| **Total increase (decrease) in interest income**              |   | $                                | 1,264   |   |   |   | $ | (3,917 | ) |   |   | $ | (2,653 | ) |
| **Interest-bearing Liabilities:**                             |   |                             |    |   |   |   |   |   |   |   |   |   |   |   |
| Now deposits                                                  |   | $                                | 50      |   |   |   | $ | (310 | ) |   |   | $ | (260 | ) |
| Money market deposits                                         |   |                             | (25     | ) |   |   |   | (685 | ) |   |   |   | (710 | ) |
| Savings deposits                                              |   |                             | 195     |   |   |   |   | (1,286 | ) |   |   |   | (1,091 | ) |
| Time deposits over $100,000                                   |   |                             | 115     |   |   |   |   | (1,288 | ) |   |   |   | (1,173 | ) |
| Time deposits under $100,000                                  |   |                             | (103    | ) |   |   |   | (856 | ) |   |   |   | (959 | ) |
| Short-term borrowings, including ESOP borrowings under 1 year |   |                             | (119    | ) |   |   |   | (141 | ) |   |   |   | (260 | ) |
| Long-term borrowings, including ESOP borrowings under 1 year  |   |                             | 56      |   |   |   |   | (34 | ) |   |   |   | 22 |   |
| Long-term capital lease obligations                           |   |                             | — |   |   |   |   | — |   |   |   |   | — |   |
| Junior subordinated debt owed to unconsolidated trusts        |   |                             | — |   |   |   |   | (41 | ) |   |   |   | (41 | ) |
| **Total increase (decrease) in interest expense**             |   | $                                | 169     |   |   |   | $ | (4,641 | ) |   |   | $ | (4,472 | ) |
| **Increase (decrease) in net interest income**                |   | $                                | 1,095   |   |   |   | $ | 724 |   |   |   | $ | 1,819 |   |

 

____________________

 

| (1) | Non-taxable investment income is presented on a fully tax-equivalent basis, adjusting for federal and state exemption of interest income and certain other permanent income tax differences. |
|-----|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

 

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***Other Income.***  Changes in other income between the three months ended March 31, 2009 and 2008 were as follows:

 

|                         |   | **Three Months Ended March 31,** |   |   |   |     |   |
|------------------------------|--------|----------------------------------|--------|--------|--------|----------|--------|
|                         |   | **2009**                         |   |   |   | **2008** |   |   |   | **Net** **difference** |   |
|                         |   | **(In thousands)**               |   |
| **Other income:**            |   |                             |   |   |   |     |   |   |   |   |   |   |   |   |
| Mortgage loan servicing fees |   | $                                | 787    |   |   |     | $      | 614 |   |   |   | $ | 173 |   |
| Trust fees                   |   |                             | 376    |   |   |     |   | 266 |   |   |   |   | 110 |   |
| Loan and other fees          |   |                             | 613    |   |   |     |   | 586 |   |   |   |   | 27 |   |
| Service charges on deposits  |   |                             | 407    |   |   |     |   | 425 |   |   |   |   | (18 | ) |
| Gain on sale of loans        |   |                             | 3,069  |   |   |     |   | 654 |   |   |   |   | 2,415 |   |
| Gain on sale of securities   |   |                             | 698    |   |   |     |   | 555 |   |   |   |   | 143 |   |
| Title insurance premiums     |   |                             | 441    |   |   |     |   | 225 |   |   |   |   | 216 |   |
| Other operating income       |   |                             | 103    |   |   |     |   | 123 |   |   |   |   | (20 | ) |
|                         |   | $                                | 6,494  |   |   |     | $      | 3,448 |   |   |   | $ | 3,046 |   |

 

In the first quarter of 2009, other income increased from the first quarter of 2008 by $3.0 million (88.3%) from $3.4 million to $6.5 million. Gain on sale of loans increased $2.4 million (369.3%) from 2008 to 2009 due to a higher volume of loans sold between the two periods, as well as higher gains on each loan sold. Title insurance premiums increased $216 thousand (96.0%) due to a            higher volume of policies written in the first quarter of 2009 compared to the same period in 2008. Both of these items were influenced by a high volume of mortgage refinancing business due to historically low interest rates. Mortgage loan servicing fees increased $173 thousand (28.2%) due to additional fees associated with this high volume of mortgage loan refinancing. Gain on sale of securities increased $143 thousand (25.8%) due to higher gains on securities sold for each            security, as the volume of securities sold was slightly lower in the first quarter of 2009 than in the same period in 2008.

 

***Other Expenses.***  Changes in other expenses between the three months ended March 31, 2009 and 2008 were as follows:

 

|                                                    |   | **Three Months Ended March 31,** |   |   |   |     |   |
|---------------------------------------------------------|--------|----------------------------------|--------|--------|--------|----------|--------|
|                                                    |   | **2009**                         |   |   |   | **2008** |   |   |   | **Net** **difference** |   |
|                                                    |   | **(In thousands)**               |   |
| **Other expenses:**                                     |   |                             |   |   |   |     |   |   |   |   |   |   |   |   |
| Salaries and employee benefits                          |   | $                                | 5,044  |   |   |     | $      | 4,907 |   |   |   | $ | 137 |   |
| Occupancy                                               |   |                             | 824    |   |   |     |   | 833 |   |   |   |   | (9 | ) |
| Data processing                                         |   |                             | 631    |   |   |     |   | 539 |   |   |   |   | 92 |   |
| Marketing                                               |   |                             | 448    |   |   |     |   | 620 |   |   |   |   | (172 | ) |
| Amortization and valuation of mortgage servicing rights |   |                             | 986    |   |   |     |   | 906 |   |   |   |   | 80 |   |
| Amortization and valuation of other intangible assets   |   |                             | 123    |   |   |     |   | — |   |   |   |   | 123 |   |
| Supplies                                                |   |                             | 186    |   |   |     |   | 168 |   |   |   |   | 18 |   |
| Loss on sale of other real estate owned                 |   |                             | 218    |   |   |     |   | 31 |   |   |   |   | 187 |   |
| Postage                                                 |   |                             | 167    |   |   |     |   | 176 |   |   |   |   | (9 | ) |
| Bankcard and ATM network fees                           |   |                             | 330    |   |   |     |   | 329 |   |   |   |   | 1 |   |
| Legal, professional and accounting fees                 |   |                             | 368    |   |   |     |   | 279 |   |   |   |   | 89 |   |
| FDIC insurance premiums                                 |   |                             | 247    |   |   |     |   | 34 |   |   |   |   | 213 |   |
| Other                                                   |   |                             | 917    |   |   |     |   | 581 |   |   |   |   | 336 |   |
|                                                    |   | $                                | 10,489 |   |   |     | $      | 9,403 |   |   |   | $ | 1,086 |   |

 

 

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**Table of contents**

For the first quarter of 2009, other expenses increased $1.1 million (11.5%) to $10.5 million in 2009 from $9.4 million in the first quarter of 2008. Other expenses increased $336 thousand (57.8%) mainly due to an increase in interest rate contracts expenses associated with mortgage loan refinancing, due to an increased volume of these contracts outstanding at the end of the first            quarter of 2009 compared to the end of the first quarter of 2008. FDIC insurance premiums increased $213 thousand (626.5%), reflecting an increase which was experienced industry-wide and not due to a change in the risk profile of LANB (see further discussion below). Loss on sale of other real estate owned increased $187 thousand (603.2%) due to a higher volume of other real estate owned transactions and at lower returns due to the slower real estate market. Marketing expenses            decreased $172 thousand (27.7%) due to an increase in advertising expenses from advertising campaigns initiated in the first quarter of 2008 that was not repeated in the first quarter of 2009. Salaries and employee benefits increased $137 thousand (2.8%) due to normal merit increases in salaries and a slight increase in staff. Amortization and valuation of other intangible assets increased $123 thousand due to intangible assets recognized with the purchase agreement with Allocca            & Burnett in the fourth quarter of 2008.

In February 2009, the FDIC issued final rules to amend the deposit insurance fund restoration plan, change the risk-based assessment system and set assessment rates for Risk Category 1 institutions to begin in the second quarter of 2009. Effective April 1, 2009, for Risk Category 1 institutions, the methodology for establishing assessment rates for large            institutions such as LANB will determine the initial base assessment rate using an equally-weighted combination of weighted-average CAMELS component ratings, long-term debt issuer ratings (converted to numbers and averaged) and certain financial ratios. The new initial base assessment rates for Risk Category 1 institutions will range from 12 to 16 basis points, on an annualized basis, and from 7 to 24 basis points after the effect of potential base-rate adjustments, in            each case depending upon various factors. Additionally, the FDIC issued an interim rule that may result in a 20 basis point emergency special assessment on June 30, 2009 with the potential for additional emergency special assessments of up to 10 basis points at the end of any calendar quarter thereafter. The Company cannot provide any assurance as to the ultimate amount or timing of any such emergency special assessments, should such special assessments occur, as such            special assessments are dependent upon a variety of factors which are beyond the Company’s control. 

 

***Income Taxes.***In the first quarter of 2009, income tax expense increased $273 thousand (15.9%) over the first quarter of 2008, increasing from $1.7 million in 2008 to $2.0 million in 2009. The effective tax rate increased to 38.1% in the first quarter of 2009 compared to 37.5% in the first quarter of 2008. The decrease was mainly attributable to a            change in the estimation of deferred income tax expense.

**Financial Condition-Balance Sheet Analysis**

 

***General.***Total assets at March 31, 2009 were $1.5 billion, an increase of $110.4 million (7.8%) from December 31, 2008. Cash and cash equivalents accounted for most of this change, increasing $125.6 million (497.0%) during the first three months of 2009 A large portion of this increase was from the increase in deposits ($43.7 million) and the            proceeds from the issuance of preferred shares under the Capital Purchase Program (CPP) ($35.5 million). Loans held for sale also increased $21.5 million (250.2%) during the same period. Partially offsetting these increases was a decrease in investment securities available for sale of $35.4 million (34.4%). During the same period, total liabilities increased by $72.3 million (5.4%), increasing to $1.4 billion on March 31, 2009 from $1.3 billion on December 31, 2008. The increase in            total liabilities was primarily due to an increase in deposits of $43.7 million (3.5%) and an increase in borrowings of $30.0 million (127.4%). Stockholders’ equity (including stock owned by the Employee Stock Ownership Plan) increased $38.1 million (41.7%) to $129.4 million on March 31, 2009 compared to $91.3 million on December 31, 2008. The increase was primarily due to the issuance of $35.5 million in preferred shares to the Treasury under the CPP.

 

***Investment Securities.***The primary purposes of the investment portfolio are to provide a source of earnings for the purpose of managing liquidity, to provide collateral to pledge against public deposits and to control interest rate risk. In managing the portfolio, the Company seeks to obtain the objectives of safety of principal, liquidity,            diversification and maximized return on funds. For an additional discussion with respect to these matters, see “Liquidity and Sources of Capital” under Item 2 and “Asset Liability Management” under Item 3 below.

 

30

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**Table of contents**

 

The following tables set forth the amortized cost and fair value of the Company’s securities by accounting classification category and by type of security as indicated:

 

|                                                            |   | **At March 31, 2009** |   |   |   | **At** **December** **31,** **2008** |   |    |   | **At** **March** **31,** **2008** |   |
|-----------------------------------------------------------------|--------|-----------------------|--------|--------|--------|-----------------------------------------------------|--------|---------|--------|--------------------------------------------------|--------|
|                                                            |   | **Amortized****Cost** |   |   |   | **Fair** **Value**                             |   |    |   | **Amortized****Cost**                            |   |   |   | **Fair** **Value** |   |   |   | **Amortized****Cost** |   |   |   | **Fair** **Value** |   |
|                                                            |   | **(In thousands)**    |   |
| **Securities Available for Sale:**                              |   |                  |   |   |   |                                                |   |    |   |                                             |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Government sponsored agencies                                   |   | $                     | 46,356 |   |   |                                                | $      | 47,727  |   |                                             |   | $ | 87,890 |   |   |   | $ | 90,187 |   |   |   | $ | 117,720 |   |   |   | $ | 118,250 |   |
| States and political subdivisions                               |   |                  | 12,766 |   |   |                                                |   | 12,985  |   |                                             |   |   | 12,771 |   |   |   |   | 12,820 |   |   |   |   | 6,386 |   |   |   |   | 6,439 |   |
| Mortgage-backed securities                                      |   |                  | 7,306  |   |   |                                                |   | 6,899   |   |                                             |   |   | — |   |   |   |   | — |   |   |   |   | — |   |   |   |   | — |   |
| Equity securities                                               |   |                  | 1      |   |   |                                                |   | — |   |                                             |   |   | 1 |   |   |   |   | — |   |   |   |   | 1 |   |   |   |   | 3 |   |
| **Total securities available for sale**                         |   | $                     | 66,429 |   |   |                                                | $      | 67,611  |   |                                             |   | $ | 100,662 |   |   |   | $ | 103,007 |   |   |   | $ | 124,107 |   |   |   | $ | 124,692 |   |
| **Securities Held to Maturity**                                 |   |                  |   |   |   |                                                |   |    |   |                                             |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| States and political subdivisions                               |   | $                     | 8,860  |   |   |                                                | $      | 9,522   |   |                                             |   | $ | 8,927 |   |   |   | $ | 9,780 |   |   |   | $ | 9,105 |   |   |   | $ | 9,105 |   |
| **Total securities held to maturity**                           |   | $                     | 8,860  |   |   |                                                | $      | 9,522   |   |                                             |   | $ | 8,927 |   |   |   | $ | 9,780 |   |   |   | $ | 9,105 |   |   |   | $ | 9,105 |   |
| **Other securities:**                                           |   |                  |   |   |   |                                                |   |    |   |                                             |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Non-marketable equity securities (including FRB and FHLB stock) |   | $                     | 5,498  |   |   |                                                | $      | 5,498   |   |                                             |   | $ | 4,527 |   |   |   | $ | 4,527 |   |   |   | $ | 6,319 |   |   |   | $ | 6,319 |   |
| Investment in unconsolidated trusts                             |   |                  | 1,116  |   |   |                                                |   | 1,116   |   |                                             |   |   | 1,116 |   |   |   |   | 1,116 |   |   |   |   | 1,116 |   |   |   |   | 1,116 |   |
| **Total other securities**                                      |   | $                     | 6,614  |   |   |                                                | $      | 6,614   |   |                                             |   | $ | 5,643 |   |   |   | $ | 5,643 |   |   |   | $ | 7,435 |   |   |   | $ | 7,435 |   |

 

 

***Loan Portfolio.***The following tables set forth the composition of the loan portfolio:

 

|                      |   | **At March 31, 2009**      |      |   |   | **At** **December** **31,** **2008** |   |   |   | **At** **March** **31,** **2008** |   |
|---------------------------|--------|----------------------------|-----------|--------|--------|-----------------------------------------------------|--------|--------|--------|--------------------------------------------------|--------|
|                      |   | **Amount**                 |      |   |   | **Percent**                                         |   |   |   | **Amount**                                       |   |   |   | **Percent** |   |   |   | **Amount** |   |   |   | **Percent** |   |
|                      |   | **(Dollars in thousands)** |      |
| Commercial                |   | $                          | 121,631   |   |   |                                                | 9.89   | %      |   |                                             | $      | 116,588 |   |   |   | 9.46 | % |   |   | $ | 113,987 |   |   |   | 9.49 | % |
| Commercial real estate    |   |                       | 413,590   |   |   |                                                | 33.62  |   |   |                                             |   | 412,184 |   |   |   | 33.43 |   |   |   |   | 393,743 |   |   |   | 32.77 |   |
| Residential real estate   |   |                       | 383,613   |   |   |                                                | 31.19  |   |   |                                             |   | 388,776 |   |   |   | 31.54 |   |   |   |   | 364,351 |   |   |   | 30.33 |   |
| Construction real estate  |   |                       | 252,346   |   |   |                                                | 20.52  |   |   |                                             |   | 254,444 |   |   |   | 20.64 |   |   |   |   | 246,776 |   |   |   | 20.54 |   |
| Installment and other     |   |                       | 58,764    |   |   |                                                | 4.78   |   |   |                                             |   | 60,746 |   |   |   | 4.93 |   |   |   |   | 82,499 |   |   |   | 6.87 |   |
| **Total loans**           |   |                       | 1,229,944 |   |   |                                                | 100.00 |   |   |                                             |   | 1,232,738 |   |   |   | 100.00 |   |   |   |   | 1,201,356 |   |   |   | 100.00 |   |
| Unearned income           |   |                       | (2,209    | )      |   |                                                |   |   |   |                                             |   | (2,204 | ) |   |   |   |   |   |   |   | (1,772 | ) |   |   |   |   |
| **Gross loans**           |   |                       | 1,227,735 |   |   |                                                |   |   |   |                                             |   | 1,230,534 |   |   |   |   |   |   |   |   | 1,199,584 |   |   |   |   |   |
| Allowance for loan losses |   |                       | (17,963   | )      |   |                                                |   |   |   |                                             |   | (15,230 | ) |   |   |   |   |   |   |   | (13,952 | ) |   |   |   |   |
| **Net loans**             |   | $                          | 1,209,772 |   |   |                                                |   |   |   |                                             | $      | 1,215,304 |   |   |   |   |   |   |   | $ | 1,185,632 |   |   |   |   |   |

 

Total loans decreased $2.8 million (0.2%) from December 31, 2008 to March 31, 2009, remaining at $1.2 billion. The decrease was primarily in the residential real estate, construction real estate and installment and other loan portfolios. During the same period, there was an increase in the commercial non-real estate and commercial real estate loan portfolios. Specific risks inherent            in the large concentrations of real estate loans are discussed in Item 1A of Part I of the Company’s Form 10-K (as amended) for the year ending December 31, 2008 filed with the SEC on March 16, 2009.

 

 

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***Asset Quality.***The following table sets forth the amounts of non-performing loans and non-performing assets at the dates indicated:

 

|                                                    |   | **At March 31,****2009**   |    |   |   | **At** **December** **31****2008** |   |    |   | **At** **March** **31,****2008** |   |
|---------------------------------------------------------|--------|----------------------------|---------|--------|--------|----------------------------------------------|--------|---------|--------|--------------------------------------------|--------|
|                                                    |   | **(Dollars in thousands)** |    |
| Non-accruing loans                                      |   | $                          | 40,467  |   |   |                                         | $      | 33,387  |   |                                       |   | $ | 12,902 |   |
| Loans 90 days or more past due, still accruing interest |   |                       | — |   |   |                                         |   | — |   |                                       |   |   | — |   |
| **Total non-performing loans**                          |   |                       | 40,467  |   |   |                                         |   | 33,387  |   |                                       |   |   | 12,902 |   |
| Other real estate owned                                 |   |                       | 4,143   |   |   |                                         |   | 2,354   |   |                                       |   |   | 1,073 |   |
| Other repossessed assets                                |   |                       | 428     |   |   |                                         |   | 692     |   |                                       |   |   | 40 |   |
| **Total non-performing assets**                         |   | $                          | 45,038  |   |   |                                         | $      | 36,433  |   |                                       |   | $ | 14,015 |   |
| Total non-performing loans to total loans               |   |                       | 3.29    | %      |   |                                         |   | 2.71    | %      |                                       |   |   | 1.07 | % |
| Allowance for loan losses to non-performing loans       |   |                       | 44.39   | %      |   |                                         |   | 45.62   | %      |                                       |   |   | 108.14 | % |
| Total non-performing assets to total assets             |   |                       | 2.95    | %      |   |                                         |   | 2.57    | %      |                                       |   |   | 0.98 | % |

 

At March 31, 2009, total non-performing assets increased $8.6 million (23.6%) to $45.0 million from $36.4 million at December 31, 2008, primarily due to increases in non-performing loans of $7.1 million (21.2%) and increases in other real estate owned of $1.8 million (76.0%). Non-performing loans increased mainly due to three residential construction borrowing relationships totaling            $3.3 million and one commercial real estate relationship with a balance of $2.2 million. There were no specifically identified losses in the non-accrual loans that have not already been charged-off. As of March 31, 2009, all collateral-dependent impaired loans have been charged down to the collateral value, less selling costs.

 

Restructured loans are defined as those loans whose terms have been modified, because of a deterioration in the financial condition of the borrower, to provide for a reduction of either interest or principal, regardless of whether such loans are secured or unsecured, regardless of whether such credits are guaranteed by the government or others, and regardless of the effective interest            rate on such credits. Such a loan is considered restructured until paid in full. However, a loan that is restructured with an interest rate similar to current market interest rates and is in compliance with the modified terms need not be reported as restructured beginning the year after the year in which it was restructured. Total loans which were considered restructured totaled $5.5 million and $4.3 million as of March 31, 2009 and December 31, 2008, respectively. Those            restructured loans considered performing loans totaled $60 thousand and $940 thousand as of March 31, 2009 and December 31, 2009, respectively.

 

***Allowance for Loan Losses.*** Management believes the allowance for loan losses accounting policy is critical to the portrayal and understanding of the Company’s financial condition and results of operations. As such, selection and application of this “critical accounting policy” involves judgments, estimates, and uncertainties            that are susceptible to change. In the event that different assumptions or conditions were to prevail, and depending upon the severity of such changes, the possibility of materially different financial condition or results of operations is a reasonable likelihood.

The allowance for loan losses is maintained at an amount that management believes will be appropriate to absorb probable losses on existing loans, based on an evaluation of the collectability of loans and prior loss experience. This evaluation also takes into consideration such factors as changes in the nature and volume of the loan portfolio, the value of underlying collateral,            overall portfolio quality, review of specific problem loans and current economic conditions that may affect the borrower’s ability to pay. While management uses the best information available to make its evaluation, future adjustments to the allowance may be necessary if there are significant changes in economic conditions. In addition, as an integral part of their examination process regulatory agencies periodically review the Company’s allowance for loan losses and may            require the Company to make additions to the allowance based on their evaluation of information available at the time of their examinations.

 

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The following table presents an analysis of the allowance for loan losses for the periods presented:

 

|                                         |   | **Three Months Ended March 31,** |      |
|----------------------------------------------|--------|----------------------------------|-----------|
|                                         |   | **2009**                         |      |   |   | **2008** |   |
|                                         |   | **(Dollars in thousands)**       |      |
| **Balance at beginning of period**           |   | $                                | 15,230    |   |   |   | $ | 13,533 |   |
| Provision for loan losses                    |   |                             | 4,161     |   |   |   |   | 1,050 |   |
| Total charge-offs                            |   |                             | (1,622    | ) |   |   |   | (723 | ) |
| Total recoveries                             |   |                             | 194       |   |   |   |   | 92 |   |
| Net charge-offs                              |   |                             | (1,428    | ) |   |   |   | (631 | ) |
| **Balance at end of period**                 |   | $                                | 17,963    |   |   |   | $ | 13,952 |   |
|                                         |   |                             |      |   |   |   |   |   |   |
| Gross loans at end of period                 |   | $                                | 1,227,735 |   |   |   | $ | 1,199,584 |   |
| Ratio of allowance to total loans            |   |                             | 1.46      | % |   |   |   | 1.16 | % |
| Ratio of net charge-offs to average loans(1) |   |                             | 0.46      | % |   |   |   | 0.22 | % |

 

____________________

| (1) | Net charge-offs are annualized for the purposes of this calculation. |
|-----|----------------------------------------------------------------------|

 

Net charge-offs for the three months ended March 31, 2009 totaled $1.4 million, an increase of $797 thousand (126.3%), from $631 thousand for the three months ended March 31, 2008. The majority of the charge-offs were commercial non-real estate, installment and residential real estate. The increase in net charge-offs for the first quarter of 2009 was primarily due to an increase of            charge-offs in the installment and commercial non-real estate portfolios. The provision for loan losses increased $3.1 million (296.3%) based upon management’s estimate of the adequacy of the reserve for loan losses. For further information, please see discussion in “Critical Accounting Policies –Allowance for Loan Losses” and “Results of Operations—Income Statement Analysis” above.

 

The following table sets forth the allocation of the allowance for loan losses in each loan category for the periods presented and the percentage of loans in each category to total loans. An allocation for a loan classification is only for internal analysis of the adequacy of the allowance and is not an indication of expected or anticipated losses:

 

|                                                           |   | **At March 31, 2009**      |   |   | **At December 31, 2008** |   |   | **At March 31, 2008** |   |
|----------------------------------------------------------------|--------|----------------------------|--------|--------|--------------------------|--------|--------|-----------------------|--------|
|                                                           |   | **Amount**                 |   |   | **Percent**              |   |   | **Amount**            |   |   | **Percent** |   |   | **Amount** |   |   | **Percent** |   |
|                                                           |   | **(Dollars in thousands)** |   |
| Commercial                                 |   | $                          | 2,717  |   |                     | 9.89   | %      |                  | $      | 2,200 |   |   | 9.46 | % |   | $ | 4,309 |   |   | 9.49 | % |
| Commercial and residential real estate     |   |                       | 5,619  |   |                     | 64.81  |   |                  |   | 5,215 |   |   | 64.97 |   |   |   | 4,429 |   |   | 63.10 |   |
| Construction real estate                   |   |                       | 7,298  |   |                     | 20.52  |   |                  |   | 6,512 |   |   | 20.64 |   |   |   | 4,091 |   |   | 20.54 |   |
| Installment and other                      |   |                       | 2,329  |   |                     | 4.78   |   |                  |   | 1,303 |   |   | 4.93 |   |   |   | 1,123 |   |   | 6.87 |   |
| **Total    **                              |   | $                          | 17,963 |   |                     | 100.00 | %      |                  | $      | 15,230 |   |   | 100.00 | % |   | $ | 13,952 |   |   | 100.00 | % |

 

_______________

 

N/A—not applicable

 

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The allowance for loan losses increased $4.0 million (28.7%) from March 31, 2008 to March 31, 2009. This was mainly due to an increase in the allowance allocated to construction, installment and commercial and residential real estate loans, and was partially offset by a decrease in the allocation for commercial non-real estate loans. The allocation for construction loans increased            $3.2 million (78.4%) from March 31, 2008 to March 31, 2009, mainly due to an increase in the allocation in historical loss experience (based on regression analysis) of $2.3 million. The allocation for installment and other loans increased $1.2 million (107.4%) mainly due to an increase in the allocation in historical loss experience (based on regression analysis) of $742 thousand and an increase in the allocation in qualitative adjustments of $649 thousand. The allocation for            commercial and residential real estate loans increased $1.2 million (26.9%), mainly due to an increase in the allocation in qualitative adjustments of $1.2 million. For further information, please see discussion in “Critical Accounting Policies—Allowance for Loan Losses” above.

 

A loan is considered impaired when, based on current information and events, it is probable that the bank will be unable to collect all amounts due according to the original contractual terms of the loan agreement, including both principal and interest. The impairment amount of the loan is equal to the recorded investment in the loan less the net fair value. The bank generally uses            one of three methods to measure impairment; the fair value of the collateral less disposition costs, the present value of expected future cash flows method, or the observable market price of a loan method. The impairment amount above collateral value is normally charged to the allowance for loan and lease losses in the quarter it is identified. Total loans which were deemed to have been impaired as of March 31, 2009 were $33.9 million. Collateral associated with these impaired loans            (less estimated selling costs) exceeded this amount, so there are no specifically identified losses allocated in the reserve for loan losses.

 

The Bank anticipates the volume of commercial real estate and construction loans to continue to decline. Overall, management’s outlook for the New Mexico economy in 2009 is expected to be a recession less severe than experienced by much of the country followed by a moderate recovery in mid 2010. Nonfarm employment growth was -0.3% in 2008, and is expected to be -0.2% in 2009.            Housing construction overall is expected to remain depressed throughout the remainder of 2009, but experience a modest recovery toward the middle of 2010.

 

Additions to the allowance for loan losses, which are charged to earnings through the provision for loan losses, are determined based on a variety of factors, as indicated above. Although the Company believes the allowance for loan losses is sufficient to cover probable losses inherent in the loan portfolio, there can be no assurance that the allowance will prove sufficient to cover            actual loan losses.

 

***Potential Problem Loans.***The Company utilizes an internal asset classification system as a means of reporting problem and potential problem assets. At Board of Directors meetings each quarter, a list of total adversely classified assets is presented showing OREO, other repossessed assets, and all loans listed as “Substandard,”            “Doubtful” and “Loss.”  All non-accrual loans are classed either as “Substandard” or “Doubtful” and are thus included in total adversely classified assets. A separate watch list of loans classified as “Special Mention” is also presented. An asset is classified Substandard if it is inadequately protected by the current net worth and paying capacity of the obligor or by the collateral pledged, if any. Substandard assets            have well-defined weaknesses that jeopardize liquidation of the debt and there is a distinct possibility that the Company will sustain some loss if the deficiencies are not corrected. Assets classified as Doubtful have all the weaknesses inherent in those classified Substandard, but weaknesses are so pronounced that collection or liquidation is highly questionable and improbable. Assets classified as Loss are those considered uncollectible and viewed as non-bankable assets worthy of            charge-off. Special Mention Assets are those that have potential weaknesses that deserve management’s close attention. If left uncorrected, these potential weaknesses may result in deterioration of the repayment prospects for the asset or in the Bank’s credit position at some future date.

 

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The Company’s determinations as to the classification of its assets and the amount of its valuation allowances are subject to review by the Bank’s primary regulators, which can order the establishment of additional general or specific loss allowances. The OCC, in conjunction with the other federal banking agencies, has adopted an interagency policy statement on the            allowance for loan losses. The policy statement provides guidance for financial institutions on both the responsibilities of management for the assessment and establishment of adequate allowances and guidance for banking agency examiners to use in determining the adequacy of general valuation guidelines. Generally, the policy statement recommends that (i) institutions have effective systems and controls to identify, monitor and address asset quality problems;            (ii) management analyze all significant factors that affect the collectability of the portfolio in a reasonable manner; and (iii) management establish acceptable allowance evaluation processes that meet the objectives set forth in the policy statement. Management believes it has established an adequate allowance for probable loan losses. The Company analyzes its process regularly with modifications made as necessary and reports those results quarterly at Board of Directors            meetings. However, there can be no assurance that regulators, in reviewing the Company’s loan portfolio, will not request the Company to materially increase its allowance for loan losses. Although management believes that adequate specific and general loan loss allowances have been established, actual losses are dependent upon future events and, as such, further additions to the level of specific and general loan loss allowances may become necessary.

 

The following table shows the amounts of adversely classified assets and special mention loans (not already counted in non-performing loans above) as of the periods indicated:

 

|                                                                    |   | **At March 31,****2009**   |    |   |   | **At** **December** **31,****2008** |   |    |   | **At** **March** **31,****2008** |   |
|-------------------------------------------------------------------------|--------|----------------------------|---------|--------|--------|-----------------------------------------------|--------|---------|--------|--------------------------------------------|--------|
|                                                                    |   | **(Dollars in thousands)** |    |
| **Performing loans classified as:**                 |   |                       |    |   |   |                                          |   |    |   |                                       |   |   |   |   |
| Substandard                                         |   | $                          | 48,403  |   |   |                                          | $      | 38,815  |   |                                       |   | $ | 25,107 |   |
| Doubtful                                            |   |                       | — |   |   |                                          |   | — |   |                                       |   |   | — |   |
| **Total performing adversely classified loans**     |   | $                          | 48,403  |   |   |                                          | $      | 38,815  |   |                                       |   | $ | 25,107 |   |
| Special mention loans                               |   | $                          | 31,173  |   |   |                                          | $      | 24,836  |   |                                       |   | $ | 20,607 |   |

 

Total performing adversely classified assets increased $23.3 million (92.8%) from March 31, 2008 to March 31, 2009. The reason for the increase was an increase of $23.3 million in substandard loans. This was primarily due to the downgrading of several borrowing relationships in the residential land development, residential construction, and retail business property loan            concentrations. Special mention loans increased $10.6 million (51.3%) between March 31, 2008 and March 31, 2009, primarily due to downgrades of credits from the pass grades in the residential development of infrastructure, construction of speculative housing and residential developed lots concentrations.

 

Management is carefully monitoring the adversely classified assets it has in its portfolio. Management believes the increase in classified assets is a result of current national and regional economic difficulties, particularly in the area of real estate sales. Although we do not have direct exposure from subprime mortgages, we have significant concentrations in real estate lending            (through construction, residential and commercial loans). Though the New Mexico real estate environment is currently more favorable than most areas of the nation, there is still a concern that real estate values may continue to stagnate or fall within our market areas. As a result, we will continue to closely monitor market conditions, our loan portfolio and make any adjustments to our allowance for loan losses deemed necessary to adequately provide for our exposure in these            areas.

 

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**Sources of Funds**

 

***Liquidity and Sources of Capital***

 

The Company’s cash flows are comprised of three classifications: cash flows from operating activities, cash flows from investing activities and cash flows from financing activities. Net cash (used in) provided by operating activities was $(11.6) million and $3.0 million for the three months ended March 31, 2009 and March 31, 2008, respectively. Net cash provided by operating            activities decreased $14.6 million in the first three months of 2009 compared to the first three months of 2008 largely due to an increase in the origination of loans held for sale, net of sales, of $17.1 million. This was partially offset by an increase in cash provided by a decrease in other assets of $1.3 million. Net cash provided by (used in) investing activities was $30.5 million and ($53.6) million for the three months ended March 31, 2009 and March 31, 2008, respectively.            The $84.1 million increase in cash provided by investing activities was largely due to a decrease in cash used in the purchase of investment securities available for sale of $102.2 million and a decrease in cash used in the funding of loans (net of repayments) of $27.9 million. These items were partially offset by a decrease in cash provided by the maturities and paydowns of investment securities available for sale of $36.5 million and a decrease in cash provided by the sale of            investment securities available for sale of $6.9 million. Net cash provided by financing activities was $106.7 million and $48.4 million for the three months ended March 31, 2009 and March 31, 2008, respectively. The $58.3 million increase in cash provided by financing activities was mainly due to an increase in cash provided by the issuance of preferred stock of $35.5 million and an increase in cash provided by the issuance of borrowings of $30.0 million. These items were partially            offset by a decrease in new deposit growth of $7.5 million from the first three months of 2009 compared to the first three months of 2008.

 

The most significant growth in deposits from December 31, 2008 to March 31, 2009 occurred in time deposits over $100,000 ($35.2 million), NOW accounts ($10.6 million) and demand deposits ($7.1 million), with smaller growth in time deposits under $100,000 ($4.6 million) and savings accounts ($3.7 million). There was a decline in MMDA accounts ($17.5 million).

 

In the event that additional short-term liquidity is needed, we have established relationships with several large regional banks to provide short-term borrowings in the form of federal funds purchases. We have borrowed, and management believes that we could again borrow, $112.0 million for a short time from these banks on a collective basis. Additionally, we are a member of the            FHLB and have the ability to borrow from the FHLB up to a total of $191.2 million in additional funds. As a contingency plan for significant funding needs, the Asset/Liability Management committee may also consider the sale of investment securities, selling securities under agreement to repurchase, sale of certain loans and/or the temporary curtailment of lending activities.

 

At March 31, 2009 Trinity’s total risk-based capital ratio was 14.99%, the Tier 1 capital to risk-weighted assets ratio was 13.74%, and the Tier 1 capital to average assets ratio was 11.50%. At December 31, 2008, Trinity’s total risk-based capital ratio was 11.80%, the Tier 1 capital to risk-weighted assets ratio was 10.08%, and the Tier 1 capital to average assets ratio            was 8.35%.

 

At March 31, 2009, the Bank’s total risk-based capital ratio was 13.84%, the Tier 1 capital to risk-weighted assets ratio was 12.58%, and the Tier 1 capital to average assets ratio was 10.48%. At December 31, 2008, the Bank’s total risk-based capital ratio was 11.33%, the Tier 1 capital to risk-weighted assets ratio was 10.08%, and the Tier 1 capital to average assets            ratio was 8.34%. The Bank was categorized as “well-capitalized” under Federal Deposit Insurance Corporation regulations at March 31, 2009 and December 31, 2008. 

 

At March 31, 2009 and December 31, 2008, Trinity’s book value per common share was $14.55 and $14.16.

 

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**Item** **3. Quantitative and Qualitative Disclosures About Market Risk**

 

**Asset Liability Management**

 

Our net interest income is subject to “interest rate risk” to the extent that it can vary based on changes in the general level of interest rates. It is our policy to maintain an acceptable level of interest rate risk over a range of possible changes in interest rates while remaining responsive to market demand for loan and deposit products. The strategy we employ to            manage our interest rate risk is to measure our risk using an asset/liability simulation model and adjust the maturity of securities in its investment portfolio to manage that risk.

 

Interest rate risk can also be measured by analyzing the extent to which the repricing of assets and liabilities are mismatched to create an interest sensitivity “gap.” An asset or liability is considered to be interest rate sensitive within a specific time period if it will mature or reprice within that time period. The interest rate sensitivity gap is defined as the            difference between the amount of interest earning assets maturing or repricing within a specific time period and the amount of interest bearing liabilities maturing or repricing within that same time period. A gap is considered positive when the amount of interest rate sensitive assets exceeds the amount of interest rate sensitive liabilities. A gap is considered negative when the amount of interest rate sensitive liabilities exceeds the amount of interest rate sensitive assets.            During a period of rising interest rates, therefore, a negative gap would tend to adversely affect net interest income. Conversely, during a period of falling interest rates, a negative gap position would tend to result in an increase in net interest income.

 

The following tables set forth the amounts of interest earning assets and interest bearing liabilities outstanding at March 31, 2009, which we anticipate, based upon certain assumptions, to reprice or mature in each of the future time periods shown. Except as stated below, the amount of assets and liabilities shown which reprice or mature during a particular period were determined            based on the earlier of the term to repricing or the term to repayment of the asset or liability. These tables are intended to provide an approximation of the projected repricing of assets and liabilities at March 31, 2009 on the basis of contractual maturities and scheduled rate adjustments within a three-month period and subsequent selected time intervals. The loan amounts in the table reflect principal balances expected to be reinvested and/or repriced as a result of contractual            amortization and rate adjustments on adjustable-rate loans. The contractual maturities and amortization of loans and investment securities reflect modest prepayment assumptions. While NOW, money market and savings deposit accounts have adjustable rates, it is assumed that the interest rates on these accounts will not adjust immediately to changes in other interest rates. Therefore, the table is calculated assuming that these accounts will reprice based upon an historical analysis of            decay rates of these particular accounts, with repricing assigned to these accounts from 1 to 10 months.

 

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                   |   | **Time to Maturity or Repricing** |    |
|--------------------------------------------------------|--------|-----------------------------------|---------|
| **As of March 31, 2009:**                              |   | **0-90 Days**                     |    |   |   | **91-365** **Days** |   |   |   | **1-5** **Years** |   |   |   | **Over** **5** **Years** |   |   |   | **Total** |   |
|                                                   |   | **(Dollars in thousands)**        |    |
| **Interest-earning Assets:**                           |   |                              |    |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Loans                                                  |   | $                                 | 510,004 |   |   |   | $ | 421,355 |   |   |   | $ | 257,963 |   |   |   | $ | 38,413 |   |   |   | $ | 1,227,735 |   |
| Loans held for sale                                    |   |                              | 30,131  |   |   |   |   | — |   |   |   |   | — |   |   |   |   | — |   |   |   |   | 30,131 |   |
| Investment securities                                  |   |                              | 7,505   |   |   |   |   | 6,797 |   |   |   |   | 54,856 |   |   |   |   | 12,811 |   |   |   |   | 81,969 |   |
| Securities purchased under agreements to resell        |   |                              | 218     |   |   |   |   | — |   |   |   |   | — |   |   |   |   | — |   |   |   |   | 218 |   |
| Interest-bearing deposits with banks                   |   |                              | 132,886 |   |   |   |   | — |   |   |   |   | — |   |   |   |   | — |   |   |   |   | 132,886 |   |
| Investment in unconsolidated trusts                    |   |                              | 186     |   |   |   |   | — |   |   |   |   | — |   |   |   |   | 930 |   |   |   |   | 1,116 |   |
| **Total interest-earning assets**                      |   | $                                 | 680,930 |   |   |   | $ | 428,152 |   |   |   | $ | 312,819 |   |   |   | $ | 52,154 |   |   |   | $ | 1,474,055 |   |
|                                                   |   |                              |    |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| **Interest-bearing Liabilities:**                      |   |                              |    |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| NOW deposits                                           |   | $                                 | 45,534  |   |   |   | $ | 86,880 |   |   |   | $ | — |   |   |   | $ | — |   |   |   | $ | 132,414 |   |
| Money market deposits                                  |   |                              | 77,935  |   |   |   |   | 87,760 |   |   |   |   | — |   |   |   |   | — |   |   |   |   | 165,695 |   |
| Savings deposits                                       |   |                              | 147,563 |   |   |   |   | 192,254 |   |   |   |   | — |   |   |   |   | — |   |   |   |   | 339,817 |   |
| Time deposits over $100,000                            |   |                              | 71,229  |   |   |   |   | 213,498 |   |   |   |   | 71,910 |   |   |   |   | 2,474 |   |   |   |   | 359,111 |   |
| Time deposits under $100,000                           |   |                              | 53,629  |   |   |   |   | 128,549 |   |   |   |   | 25,520 |   |   |   |   | 1,595 |   |   |   |   | 209,293 |   |
| Short-term borrowings                                  |   |                              | 40,000  |   |   |   |   | — |   |   |   |   | — |   |   |   |   | — |   |   |   |   | 40,000 |   |
| Long-term borrowings                                   |   |                              | 9       |   |   |   |   | 27 |   |   |   |   | 11,109 |   |   |   |   | 2,378 |   |   |   |   | 13,523 |   |
| Capital lease obligations                              |   |                              | — |   |   |   |   | — |   |   |   |   | — |   |   |   |   | 2,211 |   |   |   |   | 2,211 |   |
| Borrowings made by ESOP to outside parties             |   |                              | — |   |   |   |   | — |   |   |   |   | — |   |   |   |   | — |   |   |   |   | — |   |
| Junior subordinated debt owed to unconsolidated trusts |   |                              | 6,186   |   |   |   |   | — |   |   |   |   | — |   |   |   |   | 30,930 |   |   |   |   | 37,116 |   |
| **Total interest-bearing liabilities**                 |   | $                                 | 442,085 |   |   |   | $ | 708,968 |   |   |   | $ | 108,539 |   |   |   | $ | 39,588 |   |   |   | $ | 1,299,180 |   |
| Rate sensitive assets (RSA)                            |   | $                                 | 680,930 |   |   |   | $ | 1,109,082 |   |   |   | $ | 1,421,901 |   |   |   | $ | 1,474,055 |   |   |   |   | 1,474,055 |   |
| Rate sensitive liabilities (RSL)                       |   |                              | 442,085 |   |   |   |   | 1,151,053 |   |   |   |   | 1,259,592 |   |   |   |   | 1,299,180 |   |   |   |   | 1,299,180 |   |
| Cumulative GAP (GAP=RSA-RSL)                           |   |                              | 238,845 |   |   |   |   | (41,971 | ) |   |   |   | 162,309 |   |   |   |   | 174,875 |   |   |   |   | 174,875 |   |
| RSA/Total assets                                       |   |                              | 44.48   | % |   |   |   | 72.45 | % |   |   |   | 92.89 | % |   |   |   | 96.29 | % |   |   |   | 96.29 | % |
| RSL/Total assets                                       |   |                              | 28.88   | % |   |   |   | 75.19 | % |   |   |   | 82.28 | % |   |   |   | 84.87 | % |   |   |   | 84.87 | % |
| GAP/Total assets                                       |   |                              | 15.60   | % |   |   |   | -2.74 | % |   |   |   | 10.60 | % |   |   |   | 11.42 | % |   |   |   | 11.42 | % |
| GAP/RSA                                                |   |                              | 35.08   | % |   |   |   | -3.78 | % |   |   |   | 11.41 | % |   |   |   | 11.86 | % |   |   |   | 11.86 | % |

 

Certain shortcomings are inherent in the method of analysis presented in the foregoing table. For example, although certain assets and liabilities may have similar maturities or periods to repricing, they may react in different degrees to changes in market interest rates. Also, the interest rates on certain types of assets and liabilities may fluctuate in advance of changes in market            interest rates, while interest rates on other types of assets may lag behind changes in market rates. Additionally, in the event of a change in interest rates, prepayment and early withdrawal levels would likely deviate significantly from those assumed in calculating the table. Therefore, we do not rely solely on a gap analysis to manage our interest rate risk, but rather we use what we believe to be the more reliable simulation model relating to changes in net interest            income.

 

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**Table of contents**

 

Based on simulation modeling at March 31, 2009 and December 31, 2008, our net interest income would change over a one-year time period due to changes in interest rates as follows:

 

**Change in Net Interest Income over One Year Horizon**

 

| **Changes in**                  |   |   |   | **At March 31, 2009** |   |   |   | **At December 31, 2008** |   |
|---------------------------------|--------|--------|--------|-----------------------|--------|--------|--------|--------------------------|--------|
| **Levels of****Interest Rates** |   |   |   | **Dollar Change**     |   |   |   | **Percent Change**       |   |   |   | **Dollar Change** |   |   |   | **Percent Change** |   |
| **(Dollars in thousands)**      |   |
| +1.00%      |   |   |   | $                     | (2,260 | )      |   |                     | (4.35  | )% |   |   | $ | (1,084 | ) |   |   | (2.11 | )% |
| +2.00       |   |   |   |                  | (2,224 | )      |   |                     | (4.28  | ) |   |   |   | 257 |   |   |   | 0.50 |   |
| (1.00)      |   |   |   |                  | (603   | )      |   |                     | (1.16  | ) |   |   |   | (627 | ) |   |   | (4.27 | ) |
| (2.00)      |   |   |   |                  | (1,138 | )      |   |                     | (2.19  | ) |   |   |   | (1,177 | ) |   |   | (2.29 | ) |

 

Our simulations used assume the following:

 

| 1. | Changes in interest rates are immediate. |
|----|------------------------------------------|

 

| 2. | It is our policy that interest rate exposure due to a 2% interest rate rise or fall be limited to 15% of our annual net interest income, as forecasted by the simulation model. As demonstrated by the table above, our interest rate risk exposure was within this policy at March 31, 2009. |
|----|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

 

Changes in net interest income between the periods above reflect changes in the composition of interest earning assets and interest bearing liabilities, related interest rates, repricing frequencies, and the fixed or variable characteristics of the interest earning assets and interest bearing liabilities. Projections of income given by the model are not actual predictions, but rather            show our relative interest rate risk. Actual interest income may vary from model projections.

 

**Item 4. Controls and Procedures.**

 

**Evaluation of Disclosure Controls and Procedures**

 

We have established disclosure controls and procedures to ensure that material information relating to the Company, including its consolidated subsidiaries, is made known to the officers who certify our financial reports and to other members of senior management and the board of directors and to ensure that information that is required to be disclosed in reports we file with the SEC            is properly and timely recorded, processed, summarized and reported. A review and evaluation was performed by our management, including the Company’s Chief Executive Officer (the “CEO”) and Chief Financial Officer (the “CFO”), of the effectiveness of the design and operation of our disclosure controls and procedures as of March 31, 2009 pursuant to Rule 13a-15(b) under the Securities Exchange Act of 1934. Based upon and as of the date of that review and            evaluation, the CEO and CFO have concluded that our current disclosure controls and procedures were effective as of March 31, 2009.

 

**Changes in Internal Control over Financial Reporting.**

 

There have been no changes to the Company’s internal control over financial reporting during the last fiscal quarter that have affected, or are reasonably likely to affect, its internal control over financial reporting.

 

 

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****Table of contents****

 

**PART II — OTHER INFORMATION**

 

**Item 1. Legal Proceedings**

 

Trinity, the Bank, Title Guaranty, TCC Advisors and TCC Funds were not involved in any pending legal proceedings other than routine legal proceedings occurring in the normal course of business except as otherwise stated herein, which, in the opinion of management, in the aggregate, were material to the Company’s consolidated financial condition.

 

**Item 1A. Risk Factors**

 

In addition to the other information in this Quarterly Report on Form 10-Q, shareholders or prospective investors should carefully consider the risk factors disclosed in Item 1A to Part I of Trinity’s Form 10-K (as amended) for the year ended December 31, 2008 filed with the Securities and Exchange Commission on March 16, 2009.

 

**Item 2. Unregistered Sales of Equity Securities and Use of Proceeds**

 

During the first quarter of 2009, Trinity issued and sold 35,539 shares of Fixed Rate Cumulative Perpetual Preferred Stock, Series A and 1,777 shares of Fixed Rate Cumulative Perpetual Preferred Stock, Series B, as part of its participation in the U.S. Department of the Treasury's Troubled Asset Relief Program (“TARP“) Capital Purchase Program (“CPP”). Trinity            filed a Form 8-K disclosing the relevant information regarding this transaction on March 27, 2009. 

 

**Item 3. Defaults Upon Senior Securities**

 

None

 

**Item 4. Submission of Matters to a Vote of Security Holders**

 

None

 

**Item 5. Other Information**

 

None

 

**Item 6. Exhibits**

 

| 10.1 | Trinity Capital Corporation Employee Stock Ownership Plan and Trust (As Amended and Restated Effective January 1, 2009) adopted on April 23, 2009 |
|------|---------------------------------------------------------------------------------------------------------------------------------------------------|

| 31.1 | Certification of Chief Executive Officer Pursuant to Rule 13a-14(a)/15d-14(a) |
|------|-------------------------------------------------------------------------------|

| 31.2 | Certification of Chief Financial Officer Pursuant to Rule 13a-14(a)/15d-14(a) |
|------|-------------------------------------------------------------------------------|

| 32.1 | Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
|------|---------------------------------------------------------------------------------------------------------------------------------------------------|

| 32.2 | Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
|------|---------------------------------------------------------------------------------------------------------------------------------------------------|

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****Table of contents****

 

**SIGNATURES**

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned thereunto duly authorized.

 

|               | **TRINITY CAPITAL CORPORATION** |
|--------------------|---------------------------------|
|               |                            |
| Date: May 11, 2009 | By:                             | /s/ WILLIAM C. ENLOE |
|               |                            | William C. Enloe |
|               |                            | President and Chief Executive Officer |
|               |                            |   |
| Date: May 11, 2009 | By:                             | /s/ DANIEL R. BARTHOLOMEW |
|               |                            | Daniel R. Bartholomew |
|               |                            | Chief Financial Officer |

 

 

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