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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549
FORM 8-K CURRENT REPORT, Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported)
February 20, 2009 February 20, 2009
TRINITY CAPITAL CORPORATION (Exact name of Registrant as specified in its charter) New Mexico (State or other jurisdiction of incorporation) 000-50266 (Commission File Number)
85-0242376 (I.R.S. Employer Identification Number)
1200 Trinity Drive, Los Alamos, New Mexico (Address of principal executive offices)
87544 (Zip Code)
(505) 662-5171 (Registrant’s telephone number, including area code) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Section 2 – Financial Information Item 2.02. Results of Operations and Financial Condition On January 23, 2009, Trinity Capital Corporation issued a press release announcing its preliminary unaudited financial results for the fiscal quarter and twelve months ended December 31, 2008. Since that release, management has continued to review the adequacy of the reserve for loan losses and, as a result of that review, management determined that an additional $1.443 million should be added to provision for loan losses during the fourth quarter. On February 20, 2009, Trinity distributed a revised press release announcing its revised preliminary unaudited financial results for the fiscal quarter and twelve months ended December 31, 2008. The revised release is attached hereto as Exhibit 99.1 and incorporated herein by reference. In accordance with General Instruction B.2 of Form 8-K, the information in this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing. Section 9 – Financial Statements and Exhibits Item 9.01. Financial Statements and Exhibits (a)
Financial Statements of Business Acquired. None.
(b)
Pro Forma Financial Information. None.
(c)
Shell company transactions. None.
(d)
Exhibits. 99.1 Press Release dated February 20, 2009
SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
TRINITY CAPITAL CORPORATION
Dated: February 20, 2009
/s/ Daniel R. Bartholomew Daniel R. Bartholomew
1
Exhibit 99.1
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Date: Contact:
February 20, 2009 Steve Wells, Los Alamos National Bank President, 505-662-5171
For Immediate Release Trinity Capital Corporation Reports Revision to Previously Released Year and Fourth Quarter 2008 Earnings LOS ALAMOS, N.M., February 20, 2009 — Trinity Capital Corporation (“Trinity”), the holding company for Los Alamos National Bank (“LANB”) and Title Guaranty & Insurance Company, announced an adjustment to previously released preliminary unaudited earnings for the year ended December 31, 2008 and the fourth quarter of 2008. The adjustment to earnings was due to an additional review of the adequacy of the reserve for loan losses, and management determined that an additional $1.443 million should be added to provision for loan losses. The tax-effected adjustment to net income was a reduction in net income by $872 thousand, resulting in net income for 2008 of $7.999 million, compared to net income for 2007 of $13.329 million. Trinity’s net income for the fourth quarter of 2008 was $122 thousand instead of $994 thousand as previously reported. As recent news highlights, 2008 has brought difficult times to many financial service companies. The national economy continues to be strained. In many areas of the nation, real estate values have decreased and foreclosures have increased. Trinity and LANB did not engage in sub-prime lending and has limited non-traditional loans. We remain concerned about how general economic conditions in the nation and New Mexico have affected and potentially could affect our customers and markets, and have taken measures to properly manage these risks. As part of these risk management measures, and after a careful assessment of our loan portfolio, we have increased our provision for loan losses. Despite the downturn in the economy, Trinity earned a total of $7.999 million in 2008, or 60.0% of the income earned in 2007, our most profitable year ever. Twe lve Mon ths En de d De ce m be r 31, 2008
Diffe re n ce , $
2007
Diffe re n ce , %
(Dollars in thou san ds, e xce pt pe r sh are am ou n ts)
Interest income Interest expense
$
Net interest income Provision for loan losses Net interest income after provision for loan losses Non-interest income Non-interest expense Income before income taxes Income taxes
83,200
$
96,989
$
(13,789)
(14.2)%
35,936
47,998
(12,062)
(25.1)
47,264
48,991
(1,727)
(3.5)
8,183
4,200
3,983
94.8
39,081
44,791
(5,710)
(12.7)
11,544
10,508
1,036
9.9
38,043
34,605
3,438
9.9
12,582
20,694
(8,112)
(39.2)
$
7,365 13,329
$
(2,782) (5,330)
(37.8) (40.0)%
$
2.03
$
(0.80)
(39.4)%
Net income
$
4,583 7,999
Diluted earnings per common share
$
1.23
1
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Unaudited net income for 2008 totaled $7.999 million or $1.23 diluted earnings per share, compared to $13.329 million or $2.03 diluted earnings per share for the same period in 2007, a decrease of $5.330 million in net income and a decrease of $0.80 in diluted earnings per share. This decrease in net income was primarily due to an increase in provision for loan losses of $3.983 million and an increase in non-interest expense of $3.438 million. The provision for loan losses increased pursuant to management’s loan loss reserve analysis, as a prudent measure to insure that possible losses inherent in the bank’s loan portfolio are adequately covered. The increase in non-interest expense was primarily due to an increase in the valuation allowance for mortgage servicing rights, caused by a lower interest rate environment. In addition, net interest income decreased $1.727 million and non-interest income increased $1.036 million. Net interest income decreased mainly due to a decrease in interest income. Non-interest income increased mainly due to gains on the sales of investment securities and loans. Income tax expenses decreased $2.782 million due to a lower pretax income. Th re e Mon ths En de d De ce m be r 31, 2008
Diffe re n ce , $
2007
Diffe re n ce , %
(Dollars in thou san ds, e xce pt pe r sh are am ou n ts)
Interest income Interest expense
$
Net interest income Provision for loan losses Net interest income after provision for loan losses Non-interest income Non-interest expense Income before income taxes Income taxes
20,096
$
24,447
$
(4,351)
(17.8)%
7,486
12,204
(4,718)
(38.7)
12,610
12,243
367
3.0
4,093
1,050
3,043
289.8
8,517
11,193
(2,676)
(23.9)
2,517
2,552
(35)
(1.4)
10,976
8,655
2,321
26.8
58
5,090
(5,032)
(98.9)
$
1,813 3,277
$
(1,877) (3,155)
(103.5) (96.3)%
$
0.50
$
(0.48)
(96.0)%
Net income
$
(64) 122
Diluted earnings per common share
$
0.02
Trinity’s unaudited net income for the fourth quarter of 2008 totaled $122 thousand or $0.02 diluted earnings per share, compared to $3.277 million or $0.50 diluted earnings per share for the same period in 2007, a decrease of $3.155 million in net income and a decrease of $0.48in diluted earnings per share. This decrease in net income was primarily due to an increase in provision for loan losses of $3.043 million and an increase in non-interest expense of $2.321 million. The provision for loan losses increased pursuant to management’s loan loss reserve analysis, as a prudent measure to insure that possible losses inherent in the bank’s loan portfolio are adequately covered. The increase in non-interest expense was mainly due to an increase in the valuation allowance for mortgage servicing rights, caused by a lower interest rate environment. In addition, net interest income increased $367 thousand and non-interest income decreased $35 thousand. Income tax expenses decreased $1.877 million due to a lower pre-tax income. A credit for income tax was recognized due to a change in the income tax treatment of forgone interest on non-performing loans. Trinity is a bank holding company with $1.418 billion in total assets and has 280 employees. LANB is currently in its 46th year of operation, and offers financial services at its main office in Los Alamos, an office in White Rock, two offices in Santa Fe and an office in Albuquerque. LANB also operates a network of 28 automatic teller machines throughout northern New Mexico. Title Guaranty & Insurance Company offers title services from its offices in Los Alamos and Santa Fe. 2
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This document contains, and future oral and written statements of Trinity and its management may contain, forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 with respect to the financial condition, results of operations, plans, objectives, future performance and business of Trinity. Forwardlooking statements, which may be based upon beliefs, expectations and assumptions of Trinity’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 Trinity undertakes no obligation to update any statement in light of new information or future events. These risks and uncertainties should be considered in evaluating forward-looking statements and undue reliance should not be placed on such statements. Additional information concerning Trinity and its business, including additional factors that could materially affect Trinity’s financial results, is included in Trinity’s filings with the Securities and Exchange Commission. 3