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MFIN Medallion Financial

Filed: 15 Mar 21, 8:00pm

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 10-K

 

(Mark One)

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Fiscal Year Ended December 31, 2020

OR

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from                  to                 

Commission file number 001-37747

 

MEDALLION FINANCIAL CORP.

(Exact name of registrant as specified in its charter)

 

 

delaware

04-3291176

(State of

Incorporation)

(IRS Employer

Identification No.)

437 MADISON AVENUE, 38th Floor, New York, New York 10022

(Address of principal executive offices) (Zip Code)

(212) 328-2100

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading symbols

Name of each exchange on which registered

Common Stock, par value $0.01 per share

MFIN

NASDAQ Global Select Market

9.000% Senior Notes due 2021

MFINL

NASDAQ Global Select Market

 

 

 

Securities registered pursuant to Section 12(g) of the Act: None

 

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.    Yes      No  

Indicated by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.    Yes      No  

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      No  

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).    Yes      No  

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer

 

Accelerated filer

Non-accelerated filer

 

Smaller reporting company

Emerging growth company

 

 

 

 

If an emerging growth company, indicate by checkmark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).    Yes      No  

The aggregate market value of the voting common equity held by non-affiliates of the registrant, computed by reference to the last reported price at which the stock was sold on June 30, 2020, was $54,470,199.

The number of outstanding shares of registrant’s common stock, par value $0.01, as of March 12, 2021 was 25,039,969.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the registrant’s Definitive Proxy Statement for its 2021 Annual Meeting of Shareholders, which Definitive Proxy Statement will be filed with the Securities and Exchange Commission not later than 120 days after the registrant’s fiscal year-end of December 31, 2020, are incorporated by reference into Part III of this Form 10-K.

 

 


 

 

MEDALLION FINANCIAL CORP.

2020 FORM 10-K ANNUAL REPORT

TABLE OF CONTENTS

 

 

 

Page

PART I

3

ITEM 1.

OUR BUSINESS

3

ITEM 1A.

RISK FACTORS

20

ITEM 1B.

UNRESOLVED STAFF COMMENTS

34

ITEM 2.

PROPERTIES

34

ITEM 3.

LEGAL PROCEEDINGS

34

ITEM 4.

MINE SAFETY DISCLOSURES

34

PART II

35

ITEM 5.

MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

35

ITEM 6.

SELECTED FINANCIAL DATA

36

ITEM 7.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

36

ITEM 7A.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

62

ITEM 8.

FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

62

ITEM 9.

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

62

ITEM 9A.

CONTROLS AND PROCEDURES

62

ITEM 9B.

OTHER INFORMATION

65

PART III

65

ITEM 10.

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

65

ITEM 11.

EXECUTIVE COMPENSATION

65

ITEM 12.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

65

ITEM 13.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

65

ITEM 14.

PRINCIPAL ACCOUNTANT FEES AND SERVICES

65

PART IV

65

ITEM 15.

EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

65

ITEM 16.

FORM 10-K SUMMARY

66

SIGNATURES

67

 

 

 

The following discussion should be read in conjunction with our financial statements and the notes to those statements and other financial information appearing elsewhere in this report.

This report contains forward-looking statements relating to future events and future performance applicable to us within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, or the Exchange Act, including, without limitation, statements regarding our expectations, beliefs, intentions, or future strategies that are signified by the words expects, anticipates, intends, believes, or similar language. In connection with certain forward-looking statements contained in this Form 10-K and those that may be made in the future by or on behalf of the Company, the Company notes that there are various factors that could cause actual results to differ materially from those set forth in any such forward-looking statements. The forward-looking statements contained in this Form 10-K were prepared by management and are qualified by, and subject to, significant business, economic, competitive, regulatory, and other uncertainties and contingencies, all of which are difficult or impossible to predict, and many of which are beyond control of the Company. In particular, any forward-looking statements are subject to the risks and great uncertainties associated with the ongoing COVID-19 pandemic and the related impact on the US and global economies.

2


 

All forward-looking statements included in this document are based on information available to us on the date hereof, and we assume no obligation to update any forward-looking statements. The statements have not been audited by, examined by, compiled by, or subjected to agreed-upon procedures by independent accountants, and no third-party has independently verified or reviewed such statements. Readers of this Form 10-K should consider these facts in evaluating the information contained herein. In addition, the business and operations of the Company are subject to substantial risks which increase the uncertainty inherent in the forward-looking statements contained in this Form 10-K. The inclusion of the forward-looking statements contained in this Form 10-K should not be regarded as a representation by the Company or any other person that the forward-looking statements contained in this Form 10-K will be achieved.

In light of the foregoing, readers of this Form 10-K are cautioned not to place undue reliance on the forward-looking statements contained herein. You should consider these risks and those described under Risk Factors below in this Form 10-K and others that are detailed in the other reports that the Company files from time to time with the Securities and Exchange Commission.

PART I

ITEM 1.

OUR BUSINESS

We, Medallion Financial Corp. or the Company, are a finance company, organized as a Delaware corporation that includes Medallion Bank, our primary operating subsidiary. In recent years, our strategic growth has been through Medallion Bank, which originates consumer loans for the purchase of recreational vehicles, boats, and trailers and to finance home improvements. We historically have had a leading position in originating, acquiring, and servicing loans that finance taxi medallions and various types of commercial businesses.

Since Medallion Bank acquired a consumer loan portfolio and began originating consumer loans in 2004, it has increased its consumer loan portfolio at a compound annual growth rate of 16% (19% if there had been no loan sales during 2016, 2017, and 2018). In January 2017, we announced our plans to transform our overall strategy. We have transitioned away from medallion lending and have placed our strategic focus on our growing consumer finance portfolio. Total assets under management, which includes assets serviced for third party investors, were $1.8 billion as of December 31, 2020 and $1.7 billion as of December 31, 2019, and have grown at a compound annual growth rate of 9% from $215,000,000 at the end of 1996.

We conduct our business through various wholly-owned subsidiaries, including:

 

Medallion Bank, or the Bank, a Federal Deposit Insurance Corporation, or FDIC, insured industrial bank that originates consumer loans, raises deposits and conducts other banking activities and has a separate board of directors with a majority of independent directors;

 

Medallion Funding LLC, or Medallion Funding, a Small Business Investment Company, or SBIC, our primary taxi medallion lending company;

 

Medallion Capital, Inc., or Medallion Capital, an SBIC which conducts a mezzanine financing business;

 

Freshstart Venture Capital Corp., or Freshstart, an SBIC which originates and services taxi medallion and commercial loans; and

 

Medallion Servicing Corp., or MSC, which provides loan services to the Bank.

Our other consolidated subsidiaries are comprised of Medallion Fine Art, Inc., CDI-LP Holding, Inc., Medallion Motorsports, LLC, and RPAC Racing, LLC, or RPAC. In addition, we make both marketable and nonmarketable equity investments, primarily as a function of our mezzanine lending business.

In recent years, we have focused on growing our consumer lending segments and maintaining the profitability of our commercial lending segment. During the year ended December 31, 2020, we have taken various steps to pursue this strategy and improve our corporate governance, including:

 

carrying-out cost-cutting measures, such as reducing our employee headcount by 21% at our parent company Medallion Financial Corp. and closing satellite offices in Long Island City, New York, Chicago, Illinois, and Boston, Massachusetts;

 

exiting non-core investments, such as selling the assets of LAX Group, LLC on December 16, 2020, and expecting to sell, when practicable to maximize our proceeds, other non-core investments like our remaining art investments of less than $1,000,000 in Medallion Fine Art, Inc.;

3


 

 

strengthening our initiative to grow the Bank by partnering with two fintech companies in our strategic partnership program; and  

 

electing Cynthia A. Hallenbeck as our independent director, resulting in a more independent and diverse board of directors.

Effective April 2, 2018, following authorization by our shareholders, we withdrew our previous election to be regulated as a business development company, or BDC, under the Investment Company Act of 1940, as amended, or the 1940 Act. Prior to such time, we were a closed-end, non-diversified management investment company that had elected to be treated as a BDC under the 1940 Act.

As a result of this change in status, commencing with the three months ended June 30, 2018:

 

we consolidated the results of the Bank and our other subsidiaries in our financial statements, which, as an investment company, we were previously precluded from doing; and

 

with the consolidation of the Bank, given its significance to our overall financial results, we report as a bank holding company for accounting purposes under Article 9 and Guide 3 of Regulation S-X, but we are not a bank holding company for regulatory purposes.

In accordance with the Financial Accounting Standards Board, or FASB, Accounting Standards Codification, or ASC Topic 946 – Financial Services – Investment Company, we made this change to our financial reporting prospectively, and have not restated or revised periods prior to our change in status to a non-investment company effective April 2, 2018. Accordingly, in this report we refer to both accounting in accordance with US generally accepted accounting principles, or GAAP, applicable to bank holding companies, or Bank Holding Company Accounting, which applies commencing April 2, 2018, and to that applicable to investment companies under the 1940 Act, or Investment Company Accounting, which applies to prior periods.

Our Market

We provide loans to individuals and small to mid-size businesses, through our subsidiaries, in four segments:

 

loans that finance consumer purchases of recreational vehicles, boats, and trailers;

 

loans that finance consumer home improvements;

 

loans that finance commercial businesses; and

 

loans that finance taxi medallions.

The following chart shows the details of our loans receivable as of December 31, 2020.

 

(Dollars in thousands)

 

Loans

 

 

Allowance for

Loan Loss

 

 

Net Loans

Receivable

 

Recreation

 

$

792,686

 

 

$

27,348

 

 

$

765,338

 

Home improvement

 

 

334,033

 

 

 

5,157

 

 

 

328,876

 

Commercial

 

 

65,327

 

 

 

 

 

 

65,327

 

Medallion

 

 

37,768

 

 

 

25,043

 

 

 

12,725

 

Strategic partnership

 

 

24

 

 

 

 

 

 

24

 

Total

 

$

1,229,838

 

 

$

57,548

 

 

$

1,172,290

 

 

Consumer Loans

Consumer loans are originated by the Bank, and consist of loans for the purchase of recreational vehicles, boats, and trailers, or recreation lending; and to finance home improvements such as replacement windows and roofs, or home improvement lending. Combined consumer loans outstanding were $1,094,214,000 at December 31, 2020 and comprised 93% of our net loans receivable, compared to $939,973,000, comprising 84% of our net loans receivable, as of December 31, 2019. We believe that the consumer loan portfolio is of acceptable credit quality given the high interest rates earned on the loans, which compensate for the higher degree of credit risk in the loan portfolio.

Recreation Lending. Recreation lending is a high-growth business focused on originating prime and non-prime recreation loans. The segment is a significant source of income, accounting for 76% of our interest income for the twelve months ended December 31, 2020. All of our recreation loans are serviced by a third-party loan servicer, and we have used the same loan servicer since the business’s inception.

4


 

 

Through the Bank, we maintain non-exclusive relationships with approximately 3,300 dealers and financial service providers, or FSPs, not all of which are active at any one time. FSPs are entities that provide finance and insurance, or F&I, services to small dealers that do not have the desire or ability to provide F&I services themselves. The ability of FSPs to aggregate the financing and relationship management for many small dealers makes them valuable to the Bank. We receive approximately half of our loan volume from dealers and the other half from FSPs. Approximately 47% of recreation lending’s new loan originations for the twelve months ended December 31, 2020 were from our top ten dealer and FSP relationships. The percentage of new loan originations by the top ten dealer and FSP relationships is a measure of concentration within the segment's loan originations, which management uses to determine whether to undertake diversification efforts, and which provides investors with information about origination concentration.

The recreation lending portfolio consists of thousands of geographically distributed loans with an average loan size of approximately $14,700 as of December 31, 2020. The loans are fixed rate loans with an average term at origination of approximately 11 years. The weighted average remaining term of our loans outstanding at December 31, 2020 is 8.9 years, and the average payoff time is 3.3 years. The size, geographic dispersion, source and collateral variety of the loans reduces risk to the Company. As of December 31, 2020, recreation loans were primarily secured by recreational vehicle, or RV, loans, which make up 60% of the portfolio, and boat loans, which make up 19% of the portfolio. Recreation loans are made in all fifty states, with the highest concentrations in Texas, California, and Florida, at 17%, 10%, and 9% of loans outstanding at December 31, 2020 and with no other states over 9%.

Home Improvement Lending. Through the Bank, we work directly with contractors and FSPs to offer flexible customer financing for window, siding, and roof replacement; swimming pool and solar system installation; and other home improvement projects. Our core product is a standard installment loan, which features affordable monthly payments and competitive interest rates for prime credit customers at no cost to the contractor. We also offer a variety of promotional loan options to help contractors close a challenging sale. Promotional loan options include same-as-cash, no interest, and deferred payment features, which allow borrowers to reduce the total cost of financing, or start repayments when it is most convenient.

Home improvement lending operates in a manner similar to recreation lending, with a few key differences. Through the Bank, we maintain a smaller number of non-exclusive relationships, currently with approximately 800 contractors and FSPs. Management monitors the number of contractors and FSPs and their relative contributions as a means of assessing market share and segment growth. Most of our home improvement-financed sales take place in the borrower’s home instead of a store, with the contractor presenting the borrower with a bid that includes a financing option.

A large proportion of our home improvement-financed sales are facilitated by contractor salespeople with limited financing backgrounds rather than by contractor employees who provide F&I services. The result is contractor demand for financing services that facilitate an in-home transaction (e.g., information technology and extended operating hours), and additional support for the salesperson throughout the financing process. Approximately 50% of home improvement lending’s new loan originations for the twelve months ended December 31, 2020 were from our top ten contractors and FSP relationships. The percentage of new loan originations by the top ten contractor and FSP relationships is a measure of concentration within the segment's loan originations, which management uses to determine whether to undertake diversification efforts, and which provides investors with information about origination concentration.

We offer home improvement loans with only fixed rates, with an average term at origination of approximately 14 years. The weighted average remaining term of our loans outstanding is 11.5 years as of December 31, 2020, and the average payoff term is 2.9 years. The average size of the loans in our home improvement portfolio is approximately $16,000, and geographic dispersion and source and collateral variety of home improvement loans reduces risk to the Company. As of December 31, 2020, home improvement loans were concentrated in swimming pools, roofs, windows, and solar panels at 27%, 24%, 13%, and 8%. Home improvement loans are made to borrowers residing in all fifty states, with the highest concentrations in Florida, Texas, and Ohio at 11%, 11%, and 9% of loans outstanding at December 31, 2020 and with no other states over 9%.

Commercial Loans

Mainly through our subsidiary Medallion Capital, we originate both senior and subordinated loans nationwide to businesses to finance either the purchase of the equipment and related assets necessary to open a new business or the purchase or improvement of an existing business. From the inception of the commercial loan business in 1987 through December 31, 2020, we have originated more than $996,725,000 of commercial loans. Commercial loans of $65,327,000 comprised 6% of our net loans receivable as of December 31, 2020, compared to $69,767,000, or 6% of our net loans receivable, as of December 31, 2019.

5


 

We have worked to increase our commercial loan activity in recent years, primarily because of the attractive higher yielding nature of most of this business. We focus our marketing efforts on the manufacturing, professional, scientific, and technical services, more than 53% of which are located in the Midwest region, with the rest scattered across the country. These commercial loans are primarily secured by a second position on all assets of the businesses and generally range in amount from $2,000,000 to $5,000,000 at origination. As a component of most of the transactions, a portion of the investment is an equity or partnership stake, and occasionally, we also receive warrants to purchase an equity interest in the borrowers or some other form of success fee or profit participation. We plan to continue expanding our commercial loan activities by developing a more diverse borrower base, with a wider geographic area of coverage, and by expanding the targeted industries.

Commercial loans are generally secured by equipment, accounts receivable, real estate, or other assets, and have interest rates averaging 981 basis points over the prevailing prime rate at the end of 2020, up from 855 basis points over the prime rate at the end of 2019.

Medallion Loans

Medallion loans of $12,725,000 comprised 1% of our net loans receivable as of December 31, 2020, down from $105,022,000, or 10% of our net loans receivable, as of December 31, 2019. Including loans to unaffiliated investors and unconsolidated subsidiaries, the total amount of medallion loans under our management was $119,856,000 as of December 31, 2020, compared to $218,603,000 as of December 31, 2019. Since 1979, we have originated approximately $3.6 billion in medallion loans in New York City, Chicago, Boston, Newark, Cambridge, and other cities within the United States. In addition, our management has a long history of owning, managing, and financing taxi fleets, taxi medallions, and corporate car services, dating back to 1956.

Medallion loans collateralized by New York City taxi medallions and related assets comprised 89% and 88% of the medallion loan portfolio as of December 31, 2020 and 2019.

While medallion loans become delinquent or default, our medallion loans are secured by the taxi medallion and enhanced with personal guarantees of the owners, shareholders or equity members. When a borrower defaults on a loan, we have the ability to restructure the underlying loan or repossess the taxi medallion collateralizing that loan and sell it in the market or through a foreclosure auction and pursue the personal guarantees, all of which we have done. We have recorded an allowance for loan losses against the loans to mitigate potential future losses, and have placed the entire portfolio on nonaccrual. Consistent with our established policy, once loans become 120 days past due, they are charged off down to collateral value and transferred to loan collateral in process of foreclosure, which was $53,128,000 as of December 31, 2020 compared to $51,235,000 as of December 31, 2019.

New York City Market. A New York City taxi medallion is the only permitted license to operate a taxi and accept street hails in New York City, except as discussed below. As reported by the TLC, taxi medallions sold for a wide variety of prices during 2020. Our analysis of transaction activity supported our estimated value of $79,500, net of liquidation costs, as of December 31, 2020. We also assessed the cash flow analysis of owners and operators. The number of taxi medallions is limited by law to 13,630 medallions outstanding, of which 5,142 were active as of December 31, 2020. A New York State law permits cars for hire to pick up street hails in the boroughs outside Manhattan. Pursuant to such law, the TLC began issuing street hail livery licenses in June 2013.

A prospective taxi medallion owner must qualify under the taxi medallion ownership standards set and enforced by the TLC. These standards prohibit individuals with criminal records from owning taxi medallions, require that the funds used to purchase taxi medallions be derived from legitimate sources, and mandate that taxi vehicles and meters meet TLC specifications. In addition, before the TLC will approve a taxi medallion transfer, the TLC requires a letter from the seller’s insurer stating that there are no outstanding claims for personal injuries in excess of insurance coverage. After the transfer is approved, the owner’s taxi is subject to quarterly TLC inspections.

Most New York City taxi medallion transfers are handled through approximately 19 taxi medallion brokers licensed by the TLC. In addition to brokering taxi medallions, these brokers also arrange for TLC documentation insurance, vehicles, meters, and financing. We have excellent relations with many of the most active brokers, and previously had received referrals from them regularly.

Newark Market. We estimate that Newark taxi medallions sold for approximately $108,700, net of liquidation costs, as of December 31, 2020. The number of Newark taxi medallions has been limited to 600 since 1950 by local law.

Chicago Market. We estimate that Chicago taxi medallions sold for approximately $18,500, net of liquidation costs, as of December 31, 2020. Pursuant to a municipal ordinance, the number of outstanding taxi medallions is capped at 6,995 as of December 31, 2020.

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Other Markets. We estimated that Boston and Cambridge taxi medallions sold for approximately $18,500 and $3,250, net of liquidation costs, as of December 31, 2020. These other markets make up a de minimis percentage of our total medallion loans receivable.

Strategic Partnership

The Bank’s strategic partnership program began in 2019, in which it partnered with financial technology, or fintech, companies to offer loans and other financial services to customers. During 2020, the first loans were issued and there were $24,000 strategic partnership loans as of December 31, 2020.

Our Strategy

Our core philosophy has been “In niches there are riches.” We try to identify markets that are profitable and where we can be an industry leader. The key elements of our strategy include:

Capitalize on our relationships with brokers and dealers. We are committed to establishing, building, and maintaining our relationships with our brokers and dealers. Our marketing efforts are focused on building relationships with dealers in the consumer markets as we work directly with dealerships, contractors and FSPs to offer quality financing for their customers, including those with past credit challenges. We believe that our relationships with dealers and brokers provide us with, in addition to potential investment opportunities, significant benefits, including an additional layer of due diligence and additional monitoring capabilities. We have assembled a management team that has developed an extensive network of dealer and broker relationships in our target markets over the last 50 years. We believe that our management team’s relationships with these dealers and brokers have provided and will continue to provide us with significant investment opportunities. In 2020, all of our consumer loans were generated by brokers and dealers.

Focus on niche industries and our expertise in these niche fields. We specialize in providing consumer loans for the purchase of RVs, boats, and trailers, and to finance home improvements through contractors and suppliers in the home improvement sector. We believe our focus on these niche areas provides us with an opportunity to realize favorable returns, with less competition.

Employ disciplined underwriting policies and maintain rigorous portfolio monitoring. We have an extensive loan underwriting and monitoring process. We conduct a thorough analysis of each potential loan and its prospects, competitive position, financial performance, and industry dynamics. We stress the importance of credit and risk analysis in our underwriting process. We believe that our continued adherence to this disciplined process will permit us to continue to generate a stable, diversified and increasing revenue stream of current income from our earning assets to enable us to make distributions to our stockholders.

Leverage the skills of our experienced management team. Our management team is led by our Chief Executive Officer, Mr. Alvin Murstein, and our President, Mr. Andrew M. Murstein. Alvin Murstein has over 60 years of experience in the ownership, management, and financing of taxi medallions and other commercial businesses, and Andrew M. Murstein is the third generation in his family to participate in the business and has over 30 years of experience in the ownership, management, and financing of taxi medallions and other commercial businesses. The other members of our management team including the Bank have broad investment backgrounds, with prior experience in banking and non-bank consumer lending, at specialty finance companies, middle market commercial banks, and other financial services companies. We believe that the experience and contacts of our management team will continue to allow us to effectively implement the key aspects of our business strategy.

Seek strategic acquisitions. In addition to increasing market share in existing lending markets and identifying new niches, we seek to acquire other financing businesses and related portfolios, and specialty finance companies that make secured loans to small businesses and consumers which have experienced historically low loan losses similar to our own. Since our initial public offering in May 1996, we have acquired eight specialty finance companies, five loan portfolios, and three taxi rooftop advertising companies.

Implement a strategic partnership program. We launched an initial fintech partnership during 2020. These activities include originating loans or other receivables marketed by our partners, and selling those loans or receivables to our partners without recourse within two to four business days as contractually agreed. Revenues are to be derived primarily from contracted program fees paid to us by our partners, and interest income earned while the loans or receivables are on our books, offset by transaction fees paid to our partners for processing loan applications. Our partners are non-banks offering loans and other financial services to their customers. In the 2021 first quarter, we entered into a second strategic partnership to provide loan origination services to our partner.

Carry out cost-cutting measures where appropriate. We are seeking to reduce our expenses in certain areas to better align our structure with its profitability. For example, in 2020 we reduced our employee headcount by 21% at the parent company Medallion Financial Corp. and closed satellite offices in Long Island City, New York, Chicago, Illinois, and Boston, Massachusetts.

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Exit non-core investments at a profit. We aim to exit our non-core investments when possible. In the 2020 fourth quarter, we sold the assets of LAX Group, LLC. We plan to sell, when practicable to maximize our proceeds, other non-core investments like our remaining art investments of less than $1,000,000 in Medallion Fine Art, Inc.

Loan/Investment Activity

The following table sets forth the components of loan/investment activity in the consolidated/managed investment portfolio for the years indicated.

 

 

 

December 31,

 

(Dollars in thousands)

 

2020

 

 

2019

 

 

2018

 

Net loans receivable

 

$

1,114,762

 

 

$

981,487

 

 

$

1,380,054

 

Loans originated (1)

 

 

506,106

 

 

 

471,069

 

 

 

428,510

 

Repayments of loans (1)

 

 

(321,831

)

 

 

(251,653

)

 

 

(261,383

)

Consumer loans sold to third parties

 

 

 

 

 

 

 

 

(100,920

)

Net realized losses on loans

 

 

 

 

 

 

 

 

(42,305

)

Provision for loan losses

 

 

(69,817

)

 

 

(47,386

)

 

 

(59,008

)

Net increase in unrealized appreciation (2)

 

 

 

 

 

 

 

 

29,864

 

Transfers to loans in process of foreclosure

 

 

(47,254

)

 

 

(31,398

)

 

 

(53,756

)

Investment transfers excluded from loans in process of

   foreclosure (3)

 

 

 

 

 

 

 

 

(262,064

)

Deconsolidation of Trust III (4)

 

 

 

 

 

 

 

 

(71,409

)

Amortization of origination costs

 

 

(6,022

)

 

 

(4,952

)

 

 

(3,950

)

Paid-in-kind interest

 

 

1,188

 

 

 

834

 

 

 

 

Amortization of loan premium

 

 

(3,042

)

 

 

(3,289

)

 

 

 

Other, net

 

 

(1,800

)

 

 

50

 

 

 

(2,146

)

Net increase (decrease) in loans

 

 

57,528

 

 

 

133,275

 

 

 

(398,567

)

Net loans receivable

 

$

1,172,290

 

 

$

1,114,762

 

 

$

981,487

 

 

(1)

Includes refinancings.  

(2)

Excludes net unrealized depreciation of $1,915 for the three months ended March 31, 2018 related to investments other than securities and other assets.

(3)

Represents portfolio investments transferred to other asset categories and excluded from net loans receivable.

(4)

Represents the Taxi Medallion Loan Trust III, or Trust III, gross loans of $53,546 and loans in process of foreclosure that had been transferred to other assets of $17,863 as a result of the Company no longer considered the primary beneficiary of, and thus not consolidating, Trust III.

Loan Characteristics

Consumer Loans. Consumer loans generally require equal monthly payments covering accrued interest and amortization of principal over a negotiated term, generally around eleven to fourteen years. Interest rates offered are fixed. Borrowers may prepay consumer loans without any prepayment penalty. In general, the Bank has established relationships with dealers, FSPs, and contractors in the industry, who are the sources for consumer loan volumes. The loans are made up of recreation loans and home improvement loans which were 70% and 30% of total consumer loans at December 31, 2020.

Our recreation loans are secured primarily by RVs, boats and trailers with a small proportion of loans secured by other collateral such as autos, motorcycles and boat motors. These loans, which together make up our largest and most profitable loan portfolio, have a weighted average yield of 15.62% at December 31, 2020. Our home improvement loans are secured by the personal property installed, and the security interest for a majority of these loans is perfected with a UCC fixture filing. As of December 31, 2020, these loans had a weighted average yield of 9.14%.

Commercial Loans. We have typically originated commercial loans in principal amounts generally ranging from $2,000,000 to $5,000,000, and occasionally have originated loans under or in excess of those amounts. These loans are generally retained and typically have maturities ranging from three to ten years and require monthly payments ranging from full amortization over the loan term to fully deferred interest and principal at maturity, with multiple payment options in between. Substantially all loans may be prepaid, and in the first five years, a prepayment fee may be owed to us. The term of, and interest rate charged on, certain of our outstanding loans are subject to the regulations of the Small Business Administration, or the SBA. Under SBA regulations, the

8


 

maximum rate of interest permitted on loans originated by us is 19%; however, terms and interest rates are subject to market competition for all loans. Unlike medallion loans, for which competition and market conditions preclude us from charging the maximum rate of interest permitted under SBA regulations, we are able to charge the maximum rate on certain commercial loans.

Medallion Loans. Our medallion loan portfolio consists of mostly fixed-rate loans, collateralized by first security interests in taxi medallions and related assets (vehicles, meters, and the like). We estimate that the weighted average loan-to-value ratio of all of the medallion loans was 327% as of December 31, 2020, compared to 190% as of December 31, 2019. These ratios do not factor in the reserve on these loans of $25,043,000 and $25,410,000 as of December 31, 2020 and 2019 and also include loan collateral in process of foreclosure, held at the lower of amortized cost or collateral value. In addition, we have recourse against the vast majority of the owners of the taxi medallions and related assets through personal guarantees.

Medallion loans generally require equal monthly payments covering accrued interest and amortization of principal over a five to twenty-five year schedule, subject to a balloon payment of all outstanding principal at maturity. Historically, we have originated loans with one to five year maturities where interest rates are adjusted and a new maturity period set.

Generally, we retained the medallion loans we originated. However, from time to time, we participated or sold shares of some loans or portfolios to interested third-party financial institutions. In these cases, we retained the borrower relationships and serviced the sold loans.

Marketing, Origination, and Loan Approval Process

We employ 98 personnel (including 10 furloughed employees at our parent company, Medallion Financial Corp.) as of December 31, 2020, to originate, manage, service, and collect on the consumer, commercial, and medallion loans. Each loan application is individually reviewed through analysis of a number of factors, including loan-to-value ratios, the borrower’s credit history, public records, personal interviews, trade references, personal inspection of the premises, and approval from the TLC, SBA, or other regulatory body, if applicable. Each medallion and commercial loan applicant is required to provide personal or corporate tax returns, premises leases, and/or property deeds. The Company’s senior management establishes loan origination criteria. Loans that conform to such criteria may be processed by a loan officer with the proper credit authority, and non-conforming loans (other than those by the Bank) must be approved by the Company’s Chief Executive Officer, President, and/or the Chief Credit Officer and the Investment Oversight Committee of the Company’s board of directors. Loan criteria for loans originated with the Bank is established by the Bank’s board of directors and senior management. The Bank’s policies identify specific approval authorities for its recreation, home improvement, medallion, and real estate loans. Policy exceptions are reported to the Bank’s board of directors. Both medallion and commercial loans are sourced from brokers with extensive networks of applicants, and commercial loans are also referred by contacts with banks, attorneys, and accounting firms. Consumer loans are primarily sourced through relationships which have been established with RV and boat dealers, and home improvement contractors throughout our market area.

Sources of Funds

We have historically funded our lending operations primarily through credit facilities with banks and, to a lesser degree, through equity or debt offerings or private placements, and fixed-rate, senior secured notes and long-term subordinated debentures issued to the SBA. Since the inception of the Bank, substantially all of the Bank’s funding has been provided by FDIC insured brokered certificates of deposit. The determination of funding sources is established by our management, based upon an analysis of the respective financial and other costs and burdens associated with funding sources. Our funding strategy and interest rate risk management strategy is to have the proper structuring of debt to minimize both rate and maturity risk, while maximizing returns with the lowest cost of funding over an intermediate period of time.

9


 

The table below summarizes our sources of available funds and amounts outstanding under credit facilities, exclusive of deferred financing costs of $5,805,000, and their respective end of period weighted average interest rates at December 31, 2020. See Note 6 to the consolidated financial statements for additional information.

 

(Dollars in thousands)

 

Total

 

Cash, cash equivalents, and federal funds sold

 

$

112,040

 

Brokered CDs & other funds borrowed

 

 

1,068,072

 

Average interest rate

 

 

1.71

%

Retail and privately placed notes

 

 

103,225

 

Average interest rate

 

 

8.25

%

Maturity

 

4/21-12/27

 

SBA debentures and borrowings

 

 

93,008

 

Amounts undisbursed

 

 

25,000

 

Amounts outstanding

 

 

68,008

 

Average interest rate

 

 

3.36

%

Maturity

 

3/21-9/30

 

Preferred securities

 

 

33,000

 

Average interest rate

 

 

2.35

%

Maturity

 

9/37

 

Bank loans

 

 

31,261

 

Average interest rate

 

 

3.67

%

Maturity

 

2/21-12/23

 

Other borrowings

 

 

8,689

 

Average interest rate

 

 

1.91

%

Maturity

 

12/21 -  6/25

 

Total cash

 

$

112,040

 

Total debt outstanding

 

$

1,312,255

 

 

We fund our fixed-rate loans with variable-rate credit lines and bank debt, and with fixed-rate SBA debentures and borrowings. The mismatch between maturities and interest-rate sensitivities of these balance sheet items results in interest rate risk. We seek to manage our exposure to increases in market rates of interest to an acceptable level by:

 

Originating adjustable rate loans; and

 

Incurring fixed-rate debt.

Nevertheless, we accept varying degrees of interest rate risk depending on market conditions. For additional discussion of our funding sources and asset liability management strategy, see Asset/Liability Management on page 57.

Competition

Banks, credit unions, and finance companies, some of which are SBICs, compete with us in originating consumer, commercial and medallion loans. Many of these competitors have greater resources than we have, and certain competitors are subject to less restrictive regulations than we are. As a result, we cannot assure you that we will be able to identify and complete the financing transactions that will permit us to compete successfully.

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Human Capital Resources

As of December 31, 2020 we employed 187 persons, including 87 at our Medallion Bank subsidiary. We believe that relations with our employees are good. The total number of employees includes 11 furloughed employees at our parent company, Medallion Financial Corp., and effective March 2, 2021 were terminated as a result of expense-cutting measures due to the ongoing effects of the COVID-19 pandemic. We have a single human resources department for all of our subsidiaries, except for RPAC, which employs its own human resources personnel.

We value diversity among all of our employees. Equal employment opportunity is a fundamental principle at the Company, where employment is based upon personal capabilities and qualifications. We prohibit and do not tolerate any discrimination against employees, applicants, interns or any other covered persons, and we ensure equal employment opportunity without discrimination on the basis of race, color, creed, religion, national origin, ancestry, ethnicity, citizenship status, physical or mental disability, age, sex (including pregnancy), gender, gender identity or gender expression (including transgender status), marital status, familial status, veteran status, genetic information or any other protected characteristic as established by applicable federal, state or local law.

We incentivize our employees through a combination of competitive salary, equity compensation and other benefits. We provide most employees with incentive bonuses in the form of restricted stock and stock options. Employee equity ownership helps us attract, retain, motivate and reward employees, while aligning employee compensation with our stockholders’ interests by linking realizable pay with stock performance.

Our Compensation Committee reviews management’s recommendations and advises management and the Board of Directors on broad compensation policies such as salary ranges, annual incentive bonuses, long-term incentive plans, including equity-based compensation programs, and other benefit and perquisite programs.

We have a 401(k) Investment Plan and other generally available benefit programs like health insurance, paid and unpaid leaves, life insurance, disability coverage, accident insurance and critical illness insurance; we believe that the availability of these benefit programs generally enhance employee productivity and loyalty to the Company. We believe it is important for our employees at the Bank to provide service to the communities in which they live and encourage them to take time, including prearranged work time, to participate in activities of local civic organizations, charitable or nonprofit organizations or educational institutions. We value employee development and training and are committed to identifying and developing the talents of our next-generation leaders. Our employee benefits also help protect the health, well-being and financial security of our employees.

The health and safety of our employees is one of our highest priorities. As we continue to monitor the spread of COVID-19 and its ongoing effects, we have and will continue to implement measures to help ensure the health and safety of our employees.  In March 2020, as a result of the COVID-19 pandemic, our employees were directed to work remotely on a temporary basis. To the extent necessary, employees were provided with equipment, including laptops. As the severity of the pandemic subsided and states and cities began reopening, in late June 2020, our employees returned to work in our New York City offices on a part-time basis in accordance with local guidelines, while our employees outside of New York City largely continue to work remotely. The Bank’s current plan is to return most employees to office work, in alternating shifts, sometime in the second quarter of 2021, but such plans are dependent on the case counts, mortality rates, vaccination availability, use and effectiveness and other factors in Utah and Washington State. We have implemented and continue to monitor changes in health and safety legal and regulatory requirements to help protect the health and safety of our employees. Additionally, while there are certain risks with our workforce working remotely, we have implemented additional mitigating controls to help reduce such risks.

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MATERIAL US FEDERAL INCOME TAX CONSIDERATIONS

For our tax years ended December 31, 2020 and 2019, we have been taxed as a corporation and must pay corporate-level federal and state income taxes on our taxable income. Because we were taxed as a corporation under Subchapter C of the Internal Revenue Code, or the Code, for the tax years ended December 31, 2020 and December 31, 2019, we are able to carry forward any net operating losses incurred to succeeding years. In addition, distributions will generally be taxable to our stockholders to the extent of our current and accumulated earnings and profits for US federal tax purposes. Distributions in excess of our current and accumulated earnings and profits would be treated first as a return of capital to the extent of a stockholder’s tax basis, and any remaining distributions would be treated as a capital gain. Subject to certain limitations under the Code, corporate distributees would be eligible for the dividends received deduction.

REGULATION

Exemption from the 1940 Act

In order to maintain our status as a non-investment company, we operate so as to fall outside the definition of an “investment company” or within an applicable exception. We expect to continue to fall within the exception from the definition of an “investment company” provided under Section 3(c)(6) of the 1940 Act as a company primarily engaged, directly or through majority-owned subsidiaries, in the business of, among other things, (i) banking, (ii) purchasing and otherwise acquiring notes, drafts, acceptances, open accounts receivable, and other obligations representing part or all of the sales price of merchandise, insurance and services, and (iii) making loans to manufacturers, wholesalers, and retailers of, and to prospective purchasers of, specified merchandise, insurance, and services. We monitor our continued compliance with this exception, and were compliant with as of December 31, 2020.

Regulation of Medallion Bank as an Industrial Bank

In May 2002, we formed the Bank, which received approval from the FDIC, for federal deposit insurance in October 2003. The Bank is subject to extensive federal and state banking laws, regulations, and policies that are intended primarily for the protection of depositors, the Deposit Insurance Fund, and the banking system as a whole; not for the protection of our other creditors and stockholders.

Under the banking charter, the Bank is authorized to make consumer and commercial loans, and may accept all FDIC-insured deposits other than demand deposits (checking accounts). As a state-charted non-member bank with FDIC-insured deposits, the Bank is examined, supervised and regulated by the FDIC and the Utah Department of Financial Institutions, or the Utah DFI. The statutes enforced by, and regulations and policies of, these agencies affect almost all aspects of its business, including by prescribing permissible types of loans and investments, the amount of required capital, the permissible scope of its activities and various other requirements. If the Bank’s regulators were to determine that we have violated banking laws and regulations, including by engaging in unsafe and unsound practices, the Bank could be subject to enforcement and other regulatory actions, which could have an adverse effect on its business, results of operations and financial condition.

 

Capital Standards

The Bank is subject to risk-based and leverage-based capital ratio requirements under the US Basel III capital rules adopted by the federal banking regulators.

Under the risk-based capital standards, the Bank’s assets, exposures and certain off-balance sheet items are assigned to broad risk categories, each with designated weights, and the resulting capital ratios represent capital as a percentage of total risk-weighted assets. The minimum capital ratios applicable to us are as follows:

 

CET1 Risk-Based Capital Ratio, equal to the ratio of Common Equity Tier 1, or CET1, capital to risk-weighted assets. CET1 capital primarily includes common shareholders’ equity subject to certain regulatory adjustments and deductions, including with respect to goodwill, intangible assets, certain deferred tax assets and accumulated other comprehensive income. The minimum CET1 risk-based capital ratio requirement is 4.5%.

 

Tier 1 Risk-Based Capital Ratio, equal to the ratio of Tier 1 capital to risk-weighted assets. Tier 1 capital primarily consists of CET1 capital and perpetual preferred stock. The minimum Tier 1 risk-based capital ratio requirement is 6%.

 

Total Risk-Based Capital Ratio, equal to the ratio of total capital, including CET1 capital, additional Tier 1 capital and Tier 2 capital, to risk-weighted assets. The Bank’s Tier 2 capital primarily includes allowance for loan and lease losses up to 1.25% of the Bank’s risk-weighted assets. The minimum total risk-based capital ratio requirement is 8%.

 

Tier 1 Leverage Ratio, equal to the ratio of Tier 1 capital to quarterly average assets (net of goodwill, certain other intangible assets and certain other deductions). The minimum Tier 1 leverage ratio requirement is 4%.

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The prompt corrective action framework, which generally applies to FDIC-insured depository institutions, including the Bank, also includes capital requirements the Bank must satisfy in order to, among other things, be able to accept brokered deposits without limitations.  See “Prompt Corrective Action” and “Brokered Deposits” below.

In addition to meeting the minimum capital requirements, under the US Basel III capital rules, the Bank must also maintain the required capital conservation buffer of 2.5% to avoid becoming subject to restrictions on capital distributions (including dividends on the Bank’s preferred stock) and certain discretionary bonus payments to management. The capital conservation buffer is calculated as a ratio of CET1 capital to risk-weighted assets, and it effectively increases the required minimum risk-based capital ratios.

The table below shows the capital requirements the Bank is required to maintain:

 

 

Minimum US Basel III Regulatory Capital Ratio Plus Capital Conservation Buffer

CET1 risk-based capital ratio

7.0%

Tier 1 risk-based capital ratio

8.5%

Total risk-based capital ratio

10.5%

 

For purposes of calculating the denominator of the three risk-based capital ratios, the assets of covered banking organizations are given risk weights that, under the US Basel III capital rules, range from 0% to 1,250%, depending on the nature of the asset. Most of the Bank’s loans are assigned a 100% risk weight, with loans that are 90 days or more past due or on nonaccrual assigned a 150% risk weight. In addition, direct obligations of the US Department of the Treasury, or the US Treasury, or obligations unconditionally guaranteed by the US government have a 0% risk weight, while general obligation claims on states or other political subdivisions of the United States are assigned a 20% risk weight, except for municipal or state revenue bonds, which have a 50% risk weight.

The US Basel III capital rules provide for limited recognition in CET1 capital, and deduction from CET1 capital above certain thresholds, of three categories of assets: (i) deferred tax assets arising from temporary differences that cannot be realized through net operating loss carrybacks (net of related valuation allowances and of deferred tax liabilities), (ii) mortgage servicing assets (net of associated deferred tax liabilities) and (iii) investments in more than 10% of the issued and outstanding common stock of unconsolidated financial institutions (net of associated deferred tax liabilities). In July 2019, the federal banking regulators issued a final rule designed to simplify the capital treatment of those categories of assets for banking organizations, such as the Bank, that are not subject to the advanced approaches in the US Basel III capital rules. The provisions final rule became fully effective for the Bank on April 1, 2020.

In December 2017, the Basel Committee published standards that it described as the finalization of the Basel III post-crisis regulatory reforms. Among other things, these standards revise the Basel Committee’s standardized approach for credit risk and provide a new standardized approach for operational risk capital. The Basel Committee’s standards will generally be effective on January 1, 2023. As with all standards proposed by the Basel Committee, the December 2017 standards are not effective in any jurisdiction until rules implementing such standards have been implemented by the relevant regulators in such jurisdiction. Following the release of these standards, the federal banking regulators stated that the standards are intended to achieve various objectives with regard to internationally active banks and that the regulators will consider how to apply the standards in the United States.

Federal banking regulators published a final rule, effective April 1, 2019, permitting banking organizations to phase in any adverse day-one regulatory capital effects of the adoption of ASU 2016-13 (referred to as the current expected credit loss model, or CECL), over a period of three years.

The Economic Growth, Regulatory Relief, and Consumer Protection Act of 2018, or EGRRCPA, required federal banking regulators to adopt regulations to implement an exemption from the US Basel III capital rules for smaller banking organizations, including the Bank, that maintain a “Community Bank Leverage Ratio” of at least 8% to 10%. Specifically, the EGRRCPA provides that if any depository institution or depository institution holding company with less than $10 billion in total consolidated assets maintains tangible equity in excess of this leverage ratio, as implemented by the federal banking regulators, it would be deemed to be in compliance with (i) the leverage and risk-based capital requirements promulgated by the federal banking agencies; (ii) in the case of a depository institution, the capital ratio requirements to be considered “well-capitalized” under the federal banking agencies’ “prompt corrective action” regime; and (iii) “any other capital or leverage requirements” to which the depository institution or holding company is subject, unless the appropriate federal banking agency determines otherwise based on the particular institution’s risk profile.

13


 

The FDIC adopted a final rule, which took effect in January 2020, implementing the Community Bank Leverage Ratio. Under the rule, the Community Bank Leverage Ratio is the same as the Tier 1 Leverage Ratio under the Basel III capital rules and a qualifying small banking organization, such as the Bank, that has less than $10 billion in total consolidated assets and meets certain risk-based criteria can choose to apply the Community Bank Leverage Ratio framework if its Community Bank Leverage Ratio is greater than 9%. The Coronavirus Aid, Relief, and Economic Security Act, enacted on March 27, 2020, directed by the FDIC and other federal banking regulators to decrease temporarily the Community Bank Leverage Ratio to 8%, which the federal banking regulators implemented did by adopting a temporary rule. The Bank has not elected and currently does not expect to elect to apply the Community Bank Leverage Ratio framework, but will continue to assess the framework and may choose to apply it in the future.

As a condition to receipt of FDIC insurance, the Bank entered into the 2003 capital maintenance agreement with the FDIC requiring it to maintain a 15% leverage ratio (Tier 1 capital to average assets) and an adequate allowance for loan and lease losses and restricting the amount of medallion loans that the Bank may finance to three times the Bank’s Tier 1 capital.

Prompt Corrective Action

The Bank is subject to FDIC regulations which apply to every FDIC-insured depository institution, setting out a system of mandatory and discretionary supervisory actions that generally become more severe as the capital levels of an individual institution decline. Pursuant to provisions of the Federal Deposit Insurance Act, or FDIA, and related regulations with respect to prompt corrective action, the federal banking regulators must take “prompt corrective action” with respect to FDIC-insured depository institutions that do not meet minimum capital requirements. The FDIA sets forth the following five capital categories: “well-capitalized,” “adequately capitalized,” “undercapitalized,” “significantly undercapitalized” and “critically undercapitalized.” An insured depository institution’s capital category depends upon how its capital levels compare with various relevant capital measures and certain other factors that are established by regulation.

 

 

“Well-capitalized”

“Adequately capitalized”

CET1 risk-based capital ratio

6.5%

4.5%

Tier 1 risk-based capital ratio

8.0%

6.0%

Total risk-based capital ratio

10.0%

8.0%

Tier 1 leverage ratio

5.0%

4.0%

If a bank meets the quantitative thresholds for well-capitalized status provided above and is not subject to any written agreement, order or directive from the appropriate regulatory agency to meet and maintain a specific capital level, it will qualify as well-capitalized. Failure to be well-capitalized or to meet minimum capital requirements could result in certain mandatory and possible additional discretionary actions by regulators that, if undertaken, could have a material adverse effect on the Bank’s operations or financial condition. See “Brokered Deposits” below for additional information. Failure to be well-capitalized or to meet minimum capital requirements could also result in restrictions on the Bank’s ability to pay dividends or otherwise distribute capital or to receive regulatory approval of applications. Pursuant to the 2003 capital maintenance agreement, the Bank has agreed that the Bank’s capital levels will at all times meet or exceed the levels required for the Bank to be considered well-capitalized under FDIC rules.

Brokered Deposits

The Bank uses “brokered deposits” to fund a substantial portion of the Bank’s activities. Under the FDIA and related regulations, FDIC-insured institutions such as the Bank may only accept brokered deposits without FDIC permission if they meet specified capital standards and are not subject to any written agreement, order or directive to meet and maintain a specific capital level, and are subject to restrictions with respect to the interest they may pay on deposits unless they are well-capitalized. In particular, the FDIA and the FDIC’s regulations prohibit an insured depository institution from accepting brokered deposits or offering interest rates on any deposits significantly higher than the prevailing rate in the bank’s normal market area or nationally (depending upon where the deposits are solicited), unless it is well-capitalized or is adequately capitalized and receives a waiver from the FDIC. A depository institution that is adequately capitalized and accepts brokered deposits under a waiver from the FDIC may not pay an interest rate on any deposit in excess of 75 basis points over certain prevailing market rates.

In December 2020, the FDIC issued a final rule intended to modernize its regulations on brokered deposit and interest rate restrictions. Under the rule, effective April 1, 2021, a bank that is “adequately capitalized” and accepts brokered deposits under a waiver from the FDIC may not pay an interest rate on any deposit in excess of (i) 75 basis points over certain national rates described in the FDIC’s regulations or (ii) 90% of the highest interest rate paid on a particular deposit product in the bank’s local market area, if the bank provides notice to the FDIC and evidence of such local rate.

14


 

Pursuant to the 2003 capital maintenance agreement, the Bank has agreed that our capital levels will at all times meet or exceed the level required for the Bank to be considered well-capitalized under FDIC rules. If the Bank was no longer able to accept or renew brokered deposits as a result of failing to meet the requisite capital standards or as a result of being subject to a written agreement, order or directive to meet and maintain a specific capital level, there would be a material adverse effect on the Bank’s business, financial condition, liquidity and results of operations.

Payment of Dividends

The power of the board of directors of an insured depository institution to declare a cash dividend or other distribution with respect to capital is subject to statutory and regulatory restrictions that limit the amount available for such distribution, depending upon earnings, financial condition and cash needs of the institution, as well as general business conditions. Insured depository institutions are also prohibited from paying management fees to any controlling persons or, with certain limited exceptions, making capital distributions, including dividends, if after such transaction the institution would be less than adequately capitalized.

Under Utah law, the Bank may only declare dividends to the Bank’s shareholders out of the Bank’s net profits, after providing for all expenses, losses, interest and taxes accrued or due. Further, the Bank is required to transfer to a surplus fund at least 10% of the Bank’s net profits before dividends for the period covered by the dividend until the surplus fund reaches 100% of the Bank’s capital stock. Any amount paid from the Bank’s net earnings into a fund for the retirement of outstanding debt capital instruments or preferred stock for the period covered by the dividend will be considered an addition to the Bank’s surplus fund if, upon the retirement of such instruments, the amount paid into the retirement fund for the period may be properly carried to the Bank’s surplus fund.

The federal banking agencies also have authority to prohibit depository institutions from engaging in business practices that are considered unsafe or unsound, possibly including payment of dividends or other payments under certain circumstances even if such payments are not expressly prohibited by statute.

In addition, as discussed under “Capital Standards,” if the Bank’s risk-based capital ratios do not satisfy the minimum risk-based requirements plus the capital conservation buffer, the Bank will face graduated constraints on, among other things, capital distributions (including dividends on the Bank’s preferred stock) based on the amount of the shortfall and the amount of the Bank’s eligible retained income.

Safety and Soundness

The FDIA also implemented certain specific restrictions on transactions and required federal banking regulators to adopt overall safety and soundness standards for depository institutions related to internal controls, information systems and internal audit systems, loan documentation, credit underwriting, interest rate risk exposure, asset growth, asset quality, earnings, stock valuation and compensation, fees and benefits, and such other operational and managerial standards as the agencies deem appropriate. Guidelines adopted by the federal banking regulators establish general standards relating to internal controls and information systems, internal audit systems, loan documentation, credit underwriting, interest rate exposure, asset growth and compensation, fees and benefits. In general, these guidelines require, among other things, appropriate systems and practices to identify and manage the risk and exposures specified in the guidelines. These guidelines also prohibit excessive compensation as an unsafe and unsound practice and describe compensation as excessive when the amounts paid are unreasonable or disproportionate to the services performed by an executive officer, employee, director or principal shareholder. The federal banking agencies may require an institution to submit to an acceptable compliance plan as well as have the flexibility to pursue other more appropriate or effective courses of action given the specific circumstances and severity of an institution’s noncompliance with one or more standards. The FDIC may also terminate deposit insurance upon a finding that the institution has engaged in unsafe and unsound practices, is in an unsafe or unsound condition to continue operations, or has violated any applicable law, regulation, rule, order or condition imposed by the FDIC.

Among other things, in addition to the restrictions on brokered deposits discussed above, the FDIA limits the interest rates paid on deposits by undercapitalized institutions and limits the aggregate extensions of credit by a depository institution to an executive officer, director, principal shareholder or related interest.

Consumer Financial Protection

The Bank is subject to a number of federal and state consumer protection laws that extensively govern the Bank’s consumer lending businesses. These laws include, but are not limited to, the Equal Credit Opportunity Act, the Fair Credit Reporting Act, the Truth in Lending Act, the Electronic Fund Transfer Act and these laws’ respective state-law counterparts, as well as laws regarding unfair and deceptive acts and practices. These federal and state laws, among other things, require disclosures of the cost of credit and terms of deposit accounts, provide substantive consumer rights, prohibit discrimination in credit transactions, regulate the use of credit

15


 

report information, provide financial privacy protections, prohibit unfair, deceptive and abusive practices and subject the Bank to substantial regulatory oversight. Violations of applicable consumer protection laws can result in significant potential liability from litigation brought by customers, including actual damages, restitution and attorneys’ fees. Federal banking regulators, state attorneys general and state and local consumer protection agencies may also seek to enforce consumer protection requirements and obtain these and other remedies, including regulatory sanctions, customer rescission rights, and civil money penalties. Failure to comply with consumer protection requirements may also result in substantial reputational harm that could adversely affect our business.

Community Reinvestment Act of 1977

The Bank is subject to certain requirements and reporting obligations under the Community Reinvestment Act, or CRA. Under the CRA, the Bank has an obligation, consistent with safe and sound operations, to help meet the credit needs of our assessment area including low- and moderate-income individuals and communities in that assessment area. In connection with its examination of the Bank, the FDIC is required to assess our CRA performance in the areas of lending, investments and services. The FDIC may take compliance with the CRA into account when regulating and supervising our other activities. The CRA also requires the agencies to take into account banks’ records of meeting community credit needs when evaluating applications for, among other things, new branches or mergers. We have elected to be evaluated for our compliance with CRA requirements based on a strategic plan we adopted with public involvement and regulatory approval. That strategic plan includes measurable goals for helping to meet the credit needs of our assessment area, and is available on our website. The CRA provides that CRA examination ratings be made public. The Bank received a rating of “Outstanding” in its most recently completed CRA examination.

In December 2019, the OCC and the FDIC issued a notice of proposed rulemaking intended to (i) clarify which activities qualify for CRA credit; (ii) update where activities count for CRA credit; (iii) create a more transparent and objective method for measuring CRA performance; and (iv) provide for more transparent, consistent, and timely CRA-related data collection, recordkeeping, and reporting. In May 2020, the OCC issued a final rule that implemented many of the provisions of the notice of proposed rulemaking and added certain clarifications and transitional relief. The FDIC did not join in the final rule and indicated that it was not prepared to finalize the proposal at that time. The Bank will continue to evaluate any changes to the CRA regulations and their impact to the Bank’s financial condition, results of operations or liquidity.

Transactions with Affiliates and Insiders

The Bank is subject to certain federal laws that restrict and control our ability to extend credit and provide to or receive services from its affiliates under Sections 23A and 23B of the Federal Reserve Act and Regulation W promulgated thereunder. An affiliate of a bank is any company or entity that controls, is controlled by or is under common control with the bank. These restrictions include quantitative and qualitative limits on the amounts and types of transactions that may take place, including the transfer of funds by the Bank to certain of its affiliates in the form of loans, extensions of credit, investments, or purchases of assets. These restrictions also require that credit transactions with affiliates be collateralized and that its transactions with affiliates be on terms no less favorable to the Bank than comparable transactions with unrelated third parties. Generally, the Bank’s covered transactions with any affiliate are limited to 10% of our capital stock and surplus, and covered transactions with all affiliates are limited to 20% of our capital stock and surplus.

The Bank is also subject to limits under federal law on its ability to extend credit to its directors, executive officers and principal shareholders (persons that beneficially own or control more than 10% of any class of our voting stock), as well as to entities owned or controlled by such persons. Among other things, extensions of credit to such insiders are required to be made on terms that are substantially the same as, and follow credit underwriting procedures that are not less stringent than, those prevailing for comparable transactions with non-insiders. Also, the terms of such extensions of credit may not involve more than the normal risk of non-repayment or present other unfavorable features and may not exceed certain limitations on the amount of credit extended to such persons individually and in the aggregate. Certain extensions of credit also require the approval of the Bank’s board of directors.

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Financial Privacy and Cybersecurity

Federal and state law contains extensive consumer privacy protection provisions. The Gramm-Leach-Bliley Act requires financial institutions to periodically disclose their privacy policies and practices relating to sharing such information and enables retail customers to opt out of institutions’ ability to share information with unaffiliated third parties under certain circumstances. Other federal and state laws and regulations impact our ability to share certain information with affiliates and non-affiliates for marketing and/or non-marketing purposes, or to contact customers with marketing offers. The Gramm-Leach-Bliley Act also requires financial institutions to implement a comprehensive information security program that includes administrative, technical and physical safeguards to ensure the security and confidentiality of customer records and information. Federal law also makes it a criminal offense, except in limited circumstances, to obtain or attempt to obtain customer information of a financial nature by fraudulent or deceptive means.

State regulators have been increasingly active in implementing privacy and cybersecurity standards and regulations. In recent years, several states adopted regulations requiring certain financial institutions to implement cybersecurity programs and providing detailed requirements with respect to these programs, including data encryption requirements. Many states have also implemented or modified their data breach notification and data privacy requirements. For example, the California Consumer Privacy Act, which became effective in January 2020, applies to for-profit businesses that conduct business in California and meet certain revenue or data collection thresholds and imposes privacy compliance obligations with regard to the personal information of California residents.

In December 2020, federal banking regulators issued a proposed rule that would implement notification requirements for banking organizations in connection with significant computer-security incidents. Under the proposed rule, a banking organization would be required to notify its primary federal regulator within 36 hours after the discovery of an incident that could materially disrupt or impair the banking organization’s ability to carry out banking operations, activities or processes or deliver services to a material portion of its customer base, affect the viability of key business lines of the banking organization, or impact the financial stability of the United States.

Anti-Money Laundering and the USA PATRIOT Act

The Bank is subject to the anti-money laundering, or AML, provisions of the Bank Secrecy Act, or the BSA, as amended by the USA PATRIOT Act, or the PATRIOT Act, and implementing regulations issued by the FDIC and the US Treasury. The PATRIOT Act, which includes the International Money Laundering Abatement and Anti-Terrorist Financing Act of 2001, is intended to facilitate the detection and prosecution of terrorism and international money laundering. The PATRIOT Act establishes standards for verifying customer identification incidental to the opening of new accounts. Other provisions of the PATRIOT Act provide for special information sharing procedures governing communications with the government and other financial institutions with respect to suspected terrorists and money laundering activity, and enhancements to suspicious activity reporting, including electronic filing of suspicious activity reports over a secure filing network. The BSA requires all financial institutions, including banks, to, among other things, establish a risk-based system of internal controls reasonably designed to prevent money laundering and the financing of terrorism. The BSA includes a variety of record-keeping and reporting requirements (such as cash and suspicious activity reporting), as well as due diligence/know-your-customer documentation requirements. In January 2021, the Anti-Money Laundering Act of 2020, or AMLA, which amends the BSA, was enacted.

The AMLA is intended to comprehensively reform and modernize US anti-money laundering laws. Many of the statutory provisions in the AMLA will require additional rulemakings, reports and other measures, and the impact of the AMLA, including on our compliance costs and compliance risk relating to the BSA, will depend on, among other things, rulemaking and implementation guidance. The US Treasury’s Office of the Financial Crimes Enforcement Network, or FinCEN, issued a final rule, applicable as of May 2018, to clarify and enhance customer due diligence requirements for financial institutions. The rule (among other things) imposes certain obligations on covered financial institutions with respect to their “legal entity customers,” including corporations, limited liability companies and other similar entities. For each such customer that opens an account (including an existing customer opening a new account), the covered financial institution must identify and verify the customer’s “beneficial owners,” who are specifically defined in the rule. Bank regulators routinely examine institutions for compliance with customer due diligence obligations.

Regulation by the SBA

Medallion Funding, Medallion Capital, and Freshstart are each licensed by the SBA to operate as SBICs, under the Small Business Investment Act of 1958, as amended, or the SBIA. The SBIA authorizes the licensing of privately-held investment vehicles as SBICs in order to provide long term financing to small business concerns. Under the SBIA and the regulations promulgated by the SBA thereunder, a “small business concern” is a business that is independently owned and operated, which is not dominant in its field of operation, and which (i) has a tangible net worth, together with any affiliates, of $19.5 million or less and average annual net

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income after US federal income taxes for the preceding two fiscal years of $6.5 million or less (average annual net income is computed without the benefit of any carryover loss), or (ii) satisfies alternative criteria under the Federal government’s North American Industry Classification System, or the NAICS, that assigns codes to the industry in which a small business is engaged and provides a small business size standard based either on the number of persons employed by the business or its gross revenues. In addition, at the end of each fiscal year, at least 25% of the total amount of investments must be made in “smaller enterprises” that have a net worth of $6.0 million or less, and average net income after federal income taxes for the preceding two years of $2.0 million or less. A business that meets the NAICS size standards also qualifies as a “smaller enterprise” for purposes of meeting SBA’s size standard regulations.

Investments by SBICs must generally be in active, primarily domestic businesses. SBIC regulations preclude investment in the following types of businesses: (1) business whose primary business activity is as a relender or reinvestor (that is, directly or indirectly, providing funds to others, purchasing debt obligations, factoring, or long term leasing of equipment with no provision for maintenance or repair); (2) many kinds of real estate projects; (3) single purpose projects that are not continuing businesses; (4) companies located outside the US intending to use the proceeds of the investment outside of the US or companies that are located in the US that have more than 49% of their employees or tangible assets located outside of the US; (5) businesses that are passive and do not carry on an active trade or business; (6) businesses that use 50% or more of the funds to buy goods or services from an associated supplier; and (7) certain “sin businesses” such as gambling and the like.

Under current SBA regulations, the maximum rate of interest that Medallion Funding, Medallion Capital and Freshstart may charge may not exceed the higher of (i) 19% or (ii) the sum of (a) the higher of (i) that company’s weighted average cost of qualified borrowings, as determined under SBA regulations, or (ii) the current SBA debenture rate, plus (b) 11%, rounded to the next lower eighth of one percent. As of December 31, 2020, the maximum rate of interest permitted on loans originated by Medallion Funding, Medallion Capital, and Freshstart was 19%. As of December 31, 2020, our outstanding medallion loans had a weighted average rate of interest of 3.00%, and our outstanding commercial loans had a weighted average rate of interest of 13.06%. Current SBA regulations also require that each loan originated by an SBIC has a term between one and 20 years.

In addition, SBICs are subject to periodic examination by the SBA, for which the SBA charges examination fees. SBICs must maintain certain records and make them available for SBA examination. SBICs also are required to prepare valuations of their portfolio investments in accordance with prescribed valuation guidelines, maintain certain minimum levels of capital, file annual reports containing financial, management and other information and file notices of certain material changes in their ownership and operations. We are typically examined by the SBA for compliance with applicable SBA regulations.

SBICs are precluded from making investments in a small business if it would give rise to a conflict of interest. Generally, a conflict of interest may arise if an associate of the SBIC has or makes an investment in the small business that the SBIC is financing or serves as one of its officers or would otherwise benefit from the financing. A conflict of interest would also occur if an SBIC were to lend money to any of its officers, directors, and employees, or invest in any affiliates thereof. Joint investing with an associate (such as another fund controlled by affiliates of the general partner of the fund) may be made on identical terms or on terms that are fair to the SBIC. The SBA also prohibits, without prior SBA approval, a “change of control” or transfers which would result in any person (or group of persons acting in concert) owning 10% or more of any class of capital stock of an SBIC. A “change of control” is any event which would result in the transfer of the power, direct or indirect, to direct the management and policies of an SBIC, whether through ownership, contractual arrangements, or otherwise.

Under SBA regulations, without prior SBA approval, loans and other investments by licensees with outstanding SBA leverage to any single small business concern may not exceed 30% of an SBIC’s “regulatory capital.”

SBICs may invest idle funds that are not being used to make loans or other long-term investments in certain short-term investments permitted under SBA regulations. These permitted investments include direct obligations of, or obligations guaranteed as to principal and interest by, the government of the US with a term of 15 months or less and deposits maturing in one year or less issued by an institution insured by the FDIC. These permitted investments must be maintained in (i) direct obligations of, or obligations guaranteed as to principal and interest by, the US, which mature within 15 months from the date of the investment; (ii) repurchase agreements with federally insured institutions with a maturity of seven days or less if the securities underlying the repurchase agreements are direct obligations of, or obligations guaranteed as to principal and interest by the US, and such securities must be maintained in a custodial account in a federally insured institution; (iii) mutual funds, securities, or other instruments that exclusively consist of, or represent pooled assets of, investments described in (i) or (ii) above; (iv) certificates of deposit with a maturity of one year or less, issued by a federally insured institution; (v) a deposit account in a federally insured institution, subject to withdrawal restriction of one year or less; (vi) a checking account in a federally insured institution; or (vii) a reasonable petty cash fund.

SBICs may purchase voting securities of small business concerns in accordance with SBA regulations. Although prior regulations prohibited an SBIC from controlling a small business concern except in limited circumstances, SBA regulations allow an

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SBIC to exercise control over a small business for a period of seven years from the date on which the SBIC initially acquires its control position. This control period may be extended for an additional period of time with the SBA’s prior written approval.

If an SBIC defaults in its payment obligations to SBA under its outstanding debentures, fails to comply with any terms of its securities, or violates any law or certain regulations applicable to it, the SBA has the right to accelerate the maturity of all amounts due under its debentures. Additionally, the SBA may appoint a receiver for the SBIC and for its liquidation in the event of a default on payment of a SBIC’s debentures or for serious regulatory violations.

Other

 

Change in Control

Because the Bank is an “insured depository institution” within the meaning of the Federal Deposit Insurance Act and the Change in Bank Control Act and we are a “financial institution holding company” within the meaning of the Utah Financial Institutions Act, federal and Utah law and regulations prohibit any person or company from acquiring control of us and, indirectly, the Bank, without, in most cases, prior written approval of the FDIC or the Commissioner of Utah Department of Financial Institutions, as applicable. Under the Change in Bank Control Act, control is conclusively presumed if, among other things, a person or company acquires 25% or more of any class of our voting stock. A rebuttable presumption of control arises if a person or company acquires 10% or more of any class of voting stock and is subject to a number of specified “control factors” as set forth in the applicable regulations. Although the Bank is an “insured depository institution” within the meaning of the Federal Deposit Insurance Act and the Change in Bank Control Act, your investment in the Company is not insured or guaranteed by the FDIC, or any other agency, and is subject to loss. Under the Utah Financial Institutions Act, control is defined as the power directly or indirectly or through or in concert with one or more persons to (1) direct or exercise a controlling influence over the management or policies of us or the election of a majority of the directors of us, or (2) to vote 20% or more of any class of our voting securities by an individual or to vote more than 10% of any class of our voting securities by a person other than an individual. If any holder of any series of the Bank’s preferred stock is or becomes entitled to vote for the election of the Bank’s directors, such series will be deemed a class of voting stock, and any other person will be required to obtain the non-objection of the FDIC under the Change in Bank Control Act to acquire or maintain 10% or more of that series. Investors are responsible for ensuring that they do not, directly or indirectly, acquire shares of our common stock in excess of the amount which can be acquired without regulatory approval.

Examination and Supervision

Federal and state banking agencies require the Bank to prepare annual reports on financial condition and to conduct an annual audit of financial affairs in compliance with minimum standards and procedures. We must undergo regular on-site examinations by the FDIC and the Utah DFI, which examine for adherence to a range of legal and regulatory compliance responsibilities. A bank regulator conducting an examination has complete access to the books and records of the examined institution. The results of the examination are confidential, with the exception of the CRA examination discussed above. The cost of examinations may be assessed against the examined institution as the agency deems necessary or appropriate.

Incentive Compensation

The FDIC has issued comprehensive guidance on incentive compensation policies intended to ensure that the incentive compensation policies of banking organizations do not undermine the safety and soundness of such organizations by encouraging excessive risk taking. The guidance, which covers all employees that have the ability to materially affect the risk profile of an organization, either individually or as part of a group, is based upon the key principles that a banking organization’s incentive compensation arrangements should (i) provide incentives that appropriately balance risk and financial results in a manner that does not encourage employees to expose their organizations to imprudent risk, (ii) be compatible with effective internal controls and risk management and (iii) be supported by strong corporate governance, including active and effective oversight by the organization’s board of directors.

The Dodd-Frank Act requires the federal banking regulators and the SEC to establish joint regulations or guidelines at specified regulated entities having at least $1 billion in total assets, such as us, prohibiting incentive-based payment arrangements that encourage inappropriate risk-taking by providing an executive officer, employee, director or principal shareholder with excessive compensation, fees, or benefits or that could lead to material financial loss to the entity. The federal banking regulators and the SEC proposed revised rules in 2016, which have not been finalized.

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Valid When Made and True Lender

In June 2020, the FDIC published a final rule clarifying that a loan made by a state-chartered bank is considered “valid when made” pursuant to the preemptive authority in Section 27 of the FDIA, and therefore the loan’s original terms, including, among others, its interest rate, are valid and enforceable by any subsequent assignee, transferee, or buyer, regardless of the usury laws of other states. The FDIC rule does not address when a state-chartered bank is the "true lender" of a loan, and the ultimate effect of the FDIC rule remains uncertain in light of legal challenges to the FDIC’s rule and an analogous rule issued by the OCC. On August 20, 2020, the state attorneys general of seven states and the District of Columbia filed suit against the FDIC, alleging that the final rule conflicts with the FDIA, exceeds the FDIC’s statutory authority, and violates the Administrative Procedure Act. The suit is ongoing, however, we believe the impact to the Bank, regardless of outcome, would be minimal

Future Legislation

Congress may enact legislation from time to time that affects the regulation of the financial services industry, and state legislatures may enact legislation from time to time affecting the regulation of financial institutions chartered by or operating in those states. Federal and state regulatory agencies also periodically propose and adopt changes to their regulations or change the manner in which existing regulations are applied. The substance or impact of pending or future legislation or regulation, or the application thereof, cannot be predicted, although enactment of the proposed legislation could impact the regulatory structure under which we operate and may significantly increase our costs, impede the efficiency of our internal business processes, require us to increase our regulatory capital and modify our business strategy, and limit our ability to pursue business opportunities in an efficient manner.

AVAILABLE INFORMATION

Our corporate website is located at www.medallion.com. We make copies of our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and any amendments to those reports filed with or furnished to the SEC pursuant to Section 13(a) or 15(d) of the Exchange Act available on or through our website free of charge as soon as reasonably practicable after we electronically file them with or furnish them to the SEC. Our SEC filings can be found in the Investors Relations section of our website, the address of which is www.medallion.com/investors.html, or on the SEC website at www.sec.gov. Our Code of Ethical Conduct and Insider Trading Policy can be located in the Corporate Governance section of our website at www.medallion.com/investors_corporate_governance.html. These documents, as well as our SEC filings, are available in print free of charge to any stockholder who requests a copy from our Secretary.

ITEM 1A.

RISK FACTORS

Risks Related to Our Loan Portfolios and Business

The ongoing COVID-19 pandemic, and the related significant negative impact on the global economy and financial markets, have had and could further have a material adverse impact on our business, operating results, and financial condition, particularly given our concentration in the consumer lending business.

The spread of COVID-19 has created a global public-health crisis that has resulted in widespread volatility and deteriorations in employment levels, as well as business, economic, and market conditions that have materially and adversely affected our business, operating results and financial condition. The full extent of the adverse impact of the COVID-19 pandemic on our business, results of operations, financial position (including capital and liquidity) and prospects depends on a number of evolving factors, including:

 

 

The duration, extent, and severity of the pandemic. COVID-19 does not yet appear to be contained as it continues to spread throughout the United States and could affect significantly more households and businesses. Delays in the widespread distribution and use of effective vaccines, or a lack of public acceptance of vaccines, could lead people to continue to self-isolate and not participate in the economy at pre-pandemic levels for a prolonged period of time, which could, in turn, perpetuate or exacerbate the adverse effects of COVID-19 on economic conditions. Further, even if vaccines are widely distributed and used, there can be no assurance that vaccines will ultimately be successful in limiting or stopping the spread of COVID-19 or mitigating the impact of COVID-19 on economic conditions.

 

 

The response of governmental and non-governmental authorities. Many of the actions taken by governmental and non-governmental authorities have been directed toward curtailing household and business activities to contain the spread of COVID-19 while simultaneously deploying fiscal- and monetary-policy measures to partially mitigate the adverse effects on individual households and businesses. These actions are not always coordinated or consistent across

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jurisdictions. The scope, duration and ultimate effects of these responses continue to be uncertain, and we cannot predict the full impact these responses may have on our business and operations.

 

 

The effect on our borrowers, counterparties, employees, and third-party service providers. COVID-19 and its associated consequences and uncertainties may continue to affect individuals, households and businesses differently and unevenly. Our credit, operational, including cybersecurity, and other risks could continue to increase as a result of the impacts of COVID-19, including, for example, as a result of the work-from-home arrangements implemented by us and our service providers. Although, to date, the operational measures we have taken, such as having employees work remotely on a part-time basis, have allowed us to continue to operate during the pandemic, we may continue to experience disruptions or other adverse effects to our operations as a result of the COVID-19 pandemic’s continued impacts on our employees and service providers.

 

 

The effect on economies and markets. The COVID-19 pandemic, perceptions regarding its broad impact and preventive measures taken to contain or mitigate the pandemic have had, and are likely to continue to have, significant negative effects on the US and global economy, employment levels, employee productivity and financial market conditions, which, in turn, may continue to have negative effects on the ability of our borrowers to repay outstanding loans, the value of collateral securing loans, demand for loans and other financial services products, and consumer discretionary spending. National, regional and local economies and markets could continue to suffer disruptions that are lasting. Even after the pandemic recedes and measures taken by governmental authorities in response, such as stay-at-home orders and other social-distancing measures, cease to apply, the pandemic may continue to have long-term effects on economic and commercial activity, as well as consumer behaviors. A prolonged economic slowdown could adversely affect our originations of recreation and home improvement loans (which comprises the significant majority of our loan portfolio) and the performance of our existing loans. In addition, governmental actions are meaningfully influencing the interest-rate environment, which have had and could continue to have an adverse effect on our results of operations and financial condition.

In March 2020, we adjusted our payment policies and procedures and created a program to support our borrowers during the pandemic. We have been negotiating payment terms with our borrowers, and allowed them to defer payments up to 180 days, which as of December 31, 2020, there were minimal consumer loans on deferral. Although we believe that our deferral programs have been effective to date in mitigating the effect of COVID-19 on our consumer loan portfolio and consumer businesses are uncertain, and we could suffer potential losses on our consumer portfolios as a result of the effects of the pandemic on the ability of our borrowers to repay their loans. The effects of the pandemic on us could be exacerbated given that our business model is largely consumer-directed and the pandemic, and preventative measures taken to contain or mitigate the pandemic, have had and may increasingly have significant negative effects on consumer discretionary spending and unemployment levels.

The impact of COVID-19 is being especially felt in the taxi industry. In March 2020, the Governor of New York State declared states of emergency for both the State and City of New York, and, since then, economic activity generally and taxi ridership in particular have decreased dramatically in New York City. Despite New York City’s phased reopening, the extent to which the COVID-19 pandemic will continue to adversely affect New York City taxi medallion owners and, by extension, our medallion loans and other related assets will depend on future developments, which are highly uncertain and cannot be predicted, including the scope and duration of the pandemic, actions taken by governmental authorities, and the direct and indirect impact of the pandemic on taxi medallion owners and the behaviors of people who have historically taken taxis. With our medallion business, we also adjusted our payment policies and procedures and allowed borrowers to defer payments up to 180 days in March 2020. Since March 31, 2020, payments on medallion loans have decreased significantly compared to payments during the 2020 first quarter and prior periods. For the medallion business, no loans remained on deferral and it was determined it was impossible to quantify anticipated payment activity. As a result, all loans were placed on nonaccrual and written down to net collateral value in the 2020 third quarter. In addition, medallion loans in the New York City market were written down to $79,500 net as of December 31, 2020. We are actively engaged with many borrowers about modifying their loan agreements, and as a result, we placed all medallion loans on TDR as we work with borrowers. We are also continuing to evaluate options for our medallion loan portfolio and related assets, which may result in additional write-downs, charge-offs or impairments, the impact of which could be material to our results of operations and financial condition.

As a result of the cash flow shortages due to the slowdown in the taxi industry resulting from the COVID-19 pandemic, we received from our lending banks 180-day payment deferrals that terminated in August and modifications to provide interest only payments from September through the end of 2020 for the notes payable to banks. We have also worked to extend our maturity dates with lenders throughout 2021. To the extent we continue to experience cash flow shortages, whether as a result of the pandemic or otherwise, we would need to negotiate additional relief from our lenders or seek alternative funding, neither of which can be assured.

As a result of these foregoing factors or other risks and consequences, the pandemic could continue to materially and adversely affect our business, results of operations and financial condition and heighten the other risk described in this Item 1A- Risk

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Factors. The full extent to which the pandemic will impact our operations will depend on future developments, which are highly uncertain and cannot be predicted at this time, and include the duration, severity and scope of the continued outbreak and the actions taken to contain or mitigate the pandemic.

Our business is heavily concentrated in consumer lending and could be adversely affected by an economic downturn.

Our business is heavily concentrated in consumer lending. As a result, we are more susceptible to fluctuations and risks particular to consumer credit than a more diversified company, including as a result of the COVID-19 pandemic, as described above. For example, our business is particularly sensitive to macroeconomic conditions that affect the US economy, consumer spending and consumer credit. We are also more susceptible to the risks of increased regulations and legal and other regulatory actions that are targeted at consumer credit or the specific consumer credit products that we offer (including promotional financing). Our business concentration could have a material adverse effect on our results of operations.

By its nature, lending to consumers carries with it different risks and typically a higher risk of loss than commercial lending. Although the net interest margins are intended to be higher to compensate us for this increased risk, an economic downturn could result in higher loss rates and lower returns than expected, and could affect the profitability of our consumer loan portfolios. During periods of economic slowdown, delinquencies, defaults, repossessions, and losses generally increase, and consumers may reduce their discretionary spending in areas such as recreation and home improvement, which constitute a significant majority of our business. These periods have been, and may continue to be, accompanied by increasing unemployment rates and declining values of consumer products securing outstanding accounts, which weaken collateral coverage and increase the amount of a loss in the event of default.

Additionally, higher gasoline prices, volatile real estate values and market conditions, reset of adjustable rate mortgages to higher interest rates, general availability of consumer credit, or other factors that impact consumer confidence or disposable income could increase loss frequency and decrease consumer demand for RVs, boats, trailers and other consumer products (including in connection with home improvement projects), as well as weaken collateral values on certain types of consumer products. Any decrease in consumer demand for those products could have a material adverse effect on our ability to originate new loans and, accordingly, on our business, financial condition, and results of operations.

Although declines in commodity prices, and more particularly gasoline prices, generally are financially beneficial to the individual consumer, these declines may also have a negative impact on unemployment rates in geographic areas that are highly dependent upon the oil and natural gas industry, which could adversely affect the credit quality of consumers in those areas.

Our balance sheet consists of a significant percentage of non-prime consumer loans, which are associated with higher than average delinquency rates. The actual rates of delinquencies, defaults, repossessions, and losses on these loans could be more dramatically affected by a general economic downturn. In addition, during an economic slowdown or recession, our servicing costs may increase without a corresponding increase in our net interest income.

Furthermore, our business is significantly affected by monetary and regulatory policies of the US Federal Government and its agencies. Changes in any of these policies are influenced by macroeconomic conditions and other factors that are beyond our control and could have a material adverse effect on us through interest rate changes, costs of compliance with increased regulation, and other factors.

The process we use to estimate losses inherent in our credit exposure requires complex judgments, including forecasts of economic conditions and how those economic conditions might impair the ability of our borrowers to repay their loans. The degree of uncertainty concerning economic conditions may adversely affect the accuracy of our estimates, which may, in turn, impact the reliability of the process and the quality of our assets.

Our financial condition, liquidity and results of operations depend on the credit performance of our loans.

As of December 31, 2020, approximately 55% of our recreation loans were non-prime receivables with obligors who do not qualify for conventional consumer finance products as a result of, among other things, adverse credit history. While our underwriting guidelines are designed to confirm that, notwithstanding such factors, the obligor would be a reasonable credit risk, the receivables nonetheless are expected to experience higher default rates than a portfolio of obligations of prime obligors. The weakening of our underwriting guidelines for any reason, such as in response to the competitive environment, in an effort to originate higher yielding loans, a lack of discipline or diligence by our employees in underwriting and monitoring loans or our inability to adequately adapt policies and procedures to changes in economic or other conditions, may result in loan defaults and charge-offs that may necessitate increases to our allowance for loan losses, each of which could adversely affect our net income and financial condition. In the event of a default on a recreation loan, generally the most practical recovery method is repossession of the financed vehicle, although the collateral value of the vehicle usually does not fully cover the outstanding account balance and costs of recovery. Repossession sales that do not yield sufficient proceeds to repay the receivables in full typically result in losses on those receivables.

In addition, our prime portfolio has grown in proportion to our overall portfolio over the past several years. While prime portfolios typically have lower default rates than non-prime portfolios, we have less ability to make risk adjustments to the pricing of

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prime loans compared to non-prime loans. As a result, to the extent our prime portfolio continues to grow, a larger proportion of our business will consist of loans with respect to which we will have less flexibility to adjust pricing to absorb losses. As a result of these factors, we may sustain higher losses than anticipated in our prime portfolio. Additionally, if our prime loan losses are higher than expected then we may also be at risk with regards to our forecasted losses, which could impact our loss reserves and results of operations.

Changes in the taxi and for-hire vehicle industries have resulted in significantly increased competition and have had a material adverse effect on our business, financial condition, and operations and have resulted in losses in our medallion loan portfolio.

The continued expansion of ride-sharing applications, or ride-sharing apps and the issuance of additional livery licenses and other for-hire classifications has changed the taxi and for-hire vehicle industries resulting in significantly increased competition in all of our taxi medallion markets. Many of these for-hire vehicle operators operate outside of the regulatory regime under which we and our borrowers operate, which poses an increased risk of competition because they are able to pass the cost savings of not having to comply with certain regulations to its passengers.

In New York City, Chicago, Boston, and other markets where we originated medallion loans, taxi fares are generally set by government agencies, but expenses associated with operating taxis are largely unregulated. Escalating expenses, such as rising gas prices and an increase in interest rates, coupled with stagnant or declining taxi fares can render taxi operations less profitable and cause borrowers to default on loans from us, which would adversely affect the value of our collateral. There were reductions in fare totals and taxi trips in the 2020 fiscal year, which were likely the result of the ongoing COVID-19 pandemic, together with continued increases in competition, impacts from the congestion pricing surcharge, and use of public transportation.

Decreases in the value of our medallion loan collateral, including the impact on loans in process of foreclosure, and our Chicago taxi medallions purchased out of foreclosure have had, and may continue to have, a material adverse effect on our business.

We stopped originating new medallion loans in July 2015.  Our medallion loans and related assets represent 4% of our total assets at December 31, 2020. There have also been recent decreases in the values of our medallion loan collateral. Increased competition reduced the overall market for taxi services, income from operating medallions, and the value of taxi medallions. If these trends continue and intensify, there would be a further material increase to our loan-to-value ratios, loan delinquencies, and loan defaults , which could have a material adverse effect on our business, financial condition, and results of operations.

According to TLC data, New York City taxi medallions appreciated in value to a high of $1,320,000 for corporate taxi medallions and $1,050,000 for individual taxi medallions in 2014. In 2017, the New York City Council eliminated the distinction between individual and corporate taxi medallions. We estimate that the market value of New York City taxi medallions declined to $85,000, $79,500 net of liquidation costs, as of December 31, 2020.

We own 159 Chicago taxi medallions that were purchased out of foreclosure in 2003. Additionally, a portion of our loan revenue is derived from loans collateralized by Chicago taxi medallions. The Chicago taxi medallions had appreciated in value from $50,000 in 2003 to approximately $370,000 in 2013. Since that time, however, there has been a decline in the value of Chicago taxi medallions to approximately $24,000, $18,500 net of liquidation costs, as of December 31, 2020.

Government entities may take other actions in the future, which could have adverse effects on the market for taxi medallions and which could affect, potentially materially, our financial condition and results of operations. Every city in which we originated medallion loans, and most other major cities in the United States, limits the supply of taxi medallions, which results in supply restrictions that support the value of taxi medallions. Loosening these restrictions that result in the issuance of additional taxi medallions could decrease the value of taxi medallions in that market and in turn, adversely affect the value of the collateral securing our then outstanding medallion loans in that market.

 

We estimate that the weighted average loan-to-value ratio of our medallion loans was approximately 327% as of December 31, 2020. If taxi medallion values continue to decline, there is likely to be an increase in medallion loan delinquencies, foreclosures and borrower bankruptcies. Our ability to recover on defaulted medallion loans by foreclosing on and selling the taxi medallion collateral would be diminished, which would result in material losses on defaulted medallion loans which could have a material adverse effect on our business. If we are required to liquidate all or a portion of our medallion loans quickly, we would realize less than the value at which we had previously recorded such medallions.

Uncertainty relating to the reporting of collateral values for our loans may adversely affect the value of our portfolio.

Medallion loans are primarily collateral-based lending, whereby the collateral value generally exceeds the amount of the loan at the time of origination, providing sufficient excess collateral to protect us against losses. Collateral values for medallion loans reflect recent sales prices and are typically obtained from the regulatory agency in a particular local market. We rely on the integrity of the

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collateral value benchmarks obtained by the applicable regulatory agencies and other third parties. Any changes or volatility in these benchmarks could cause us to suffer losses. We have experienced a significant downward movement in medallion collateral values which has caused and may continue to cause a negative impact on our valuation analysis and could further significantly lower the fair market value measurements of our portfolio.

We require an objective benchmark in determining the value of our portfolio. If the benchmarks that we currently use are deemed to be unreliable, we will need to use other intrinsic factors in determining the collateral values for our loans.

Our allowance for loan losses may prove to be insufficient to cover losses on our loans.

We maintain an allowance for loan losses (a reserve established through a provision for losses that decreases our earnings and that, accordingly, affects our financial condition) that we believe is appropriate to provide for incurred losses in our loan portfolio.

The process for establishing an allowance for loan losses is critical to our results of operations and financial condition, and requires complex models and judgments, including forecasts of economic conditions. Changes in economic conditions affecting borrowers, growth in our loan portfolio, changes in the credit characteristics of our loan portfolio, new information regarding our loans and other factors, both within and outside of our control, may require an increase in the allowance for loan losses. In cases where we modify a loan, if the modified loans do not perform as anticipated, we may be required to establish additional allowances on these loans.

We periodically review and update our methodology, models and the underlying assumptions, estimates and assessments we use to establish our allowance for loan losses to reflect our view of current conditions. Moreover, our regulators, as part of their supervisory function, periodically review the methodology, models and the underlying assumptions, estimates and assessments we use for calculating, and the adequacy of, our allowance for loan losses. Our regulators, based on their judgment, may conclude that we should modify our methodology, models or the underlying assumptions, estimates and assessments, increase our allowance for loan losses, and/or recognize further losses. We continue to review and evaluate our methodology, models and the underlying assumptions, estimates, and assessments we use and we will implement further enhancements or changes to them, as needed. We cannot assure you that our loan loss reserves will be sufficient to cover actual losses. Future increases in the allowance for loan losses or recognized losses (as a result of any review, update, regulatory guidance, changes in accounting standards or otherwise) will result in a decrease in net earnings and capital and could have a material adverse effect on our business, results of operations, and financial condition.

Our business, financial condition and results of operations could be negatively impacted if we are unsuccessful in developing and maintaining our relationships with dealerships, contractors, and FSPs.

We originate loans by working with third-party sellers of consumer products and not working directly with consumers. As a result, our ability to originate consumer loans depends on our relationships with a limited number of dealerships, contractors, and FSPs. Although we have relationships with various dealerships, contractors, and FSPs, none of our relationships are exclusive and each may be terminated at any time. In particular, there is significant competition for the contractor and FSP relationships we depend on in connection with our home improvement lending segment. The loss of any of these relationships, our failure to develop additional relationships, and circumstances in which our existing dealer, contractor, and FSP relationships generate decreased sales and loan volume all may have a material adverse effect on a substantial part of our business, financial condition and results of operations.

A reduction in demand for our products and failure by us to adapt to such reduction could adversely affect our business, financial condition and results of operations.

The demand for the products we offer may be reduced due to a variety of factors, such as demographic patterns, changes in customer preferences or financial conditions, regulatory restrictions that decrease customer access to particular products or the availability of competing products. If we fail to adapt to significant changes in our customers’ demand for, or access to, our products, our revenues could decrease and our operations could be adversely affected. Even if we do make changes to our product offerings to fulfill customer demand, customers may resist such changes or may reject such products. Moreover, the effect of any product change on the results of our business may not be fully ascertainable until the change has been in effect for some time, and, by that time, it may be too late to make further modifications to such product without causing further adverse effects to our business, results of operations, and financial condition.

Decreases or increases in prevailing interest rates could adversely affect our business, our cost of capital and our net interest income.

Our commercial borrowers generally have the right to prepay their loans upon payment of a fee ranging from 1% to 2% for standard loans, and for higher amounts, as negotiated, for larger more custom loan arrangements. A borrower is likely to exercise prepayment rights at a time when the interest rate payable on the borrower’s loan is high relative to prevailing interest rates. In a lower interest rate environment, we will have difficulty re-lending prepaid funds at comparable rates, which may reduce the net interest income that we receive. When this occurs, we will generally reinvest these proceeds in temporary investments, pending their future investment in new portfolio companies. These temporary investments will typically have substantially lower yields than the debt being prepaid, and we could experience significant delays in reinvesting these amounts. Any future investment in a new portfolio company

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may also be at lower yields than the debt that was repaid. As a result, our results of operations could be materially adversely affected if a substantial number of our portfolio companies elect to prepay amounts owed to us and we are not able to reinvest the proceeds for comparable yields in a timely fashion. Additionally, prepayments could negatively impact our return on equity, which could result in a decline in the market price of our common stock.

Our profitability may be directly affected by interest rate levels and fluctuations in interest rates. As interest rates change, our gross interest rate spread on originations either increases or decreases because the rates charged on the loans originated are limited by market and competitive conditions, restricting our ability to pass on increased interest costs to the consumer. Additionally, although a significant percentage of our borrowers are non-prime and are not highly sensitive to interest rate movement, increases in interest rates may reduce the volume of loans we originate. While we monitor the interest rate environment and seek to mitigate the impact of increased interest rates, we cannot provide assurance that the impact of changes in interest rates can be successfully mitigated.

In addition, the majority of our loan portfolio is comprised of fixed-rate loans. An abrupt increase in market rates of interest may have an adverse impact on our earnings until we are able to originate new loans at higher prevailing interest rates.

Additionally, because we borrow to fund our loans and investments, a portion of our income is dependent upon the difference between the interest rate at which we borrow funds and the interest rate at which we invest these funds. A portion of our investments, such as medallion loans, will have fixed interest rates, while a portion of our borrowings will likely have floating interest rates. As a result, a significant change in market interest rates could have a material adverse effect on our net investment income. In periods of rising interest rates, our cost of funds could increase, which would reduce our net investment income. We may hedge against interest rate fluctuations by using standard hedging instruments, subject to applicable legal requirements. These activities may limit our ability to participate in the benefits of lower interest rates with respect to the hedged portfolio. Adverse developments resulting from changes in interest rates or hedging transactions could have a material adverse effect on our business, financial condition, and results of operations. Also, we will have to rely on our counterparties to perform their obligations under such hedges.

Financing and Related Risks

We are subject to certain financial covenants and other restrictions under our loan and credit arrangements, which could affect our ability to finance future operations or capital needs or to engage in other business activities.

Our loan and credit agreements contain financial covenants and other restrictions relating to borrowing base eligibility, tangible net worth, net income, leverage ratios, stockholders’ equity, and collateral values. Our ability to meet these financial covenants and restrictions could be affected by events beyond our control, such as a substantial decline in collateral values or a rise in borrower delinquencies. A breach of these covenants could result in an event of default under the applicable debt instrument. Such a default, if not cured or waived, may allow the creditors to accelerate the related debt and may result in the acceleration of any other debt that is subject to an applicable cross-acceleration or cross-default provision. Most of our credit facility debt is subject to cross default provisions. Certain other events can constitute an event of default. Furthermore, if we were unable to repay the amounts due and payable under our credit facilities, those lenders could proceed against the collateral granted to them to secure that indebtedness. In the event our lenders or holders of the related notes accelerate the repayment of our borrowings, we and our subsidiaries may not have sufficient assets to repay that indebtedness. We have regularly needed waivers and extensions, and there can be no guarantee that we will be able to continue to get them if requested. Based on the foregoing factors, the operating and financial restrictions and covenants in our current credit agreements and any future financing agreements could adversely affect our ability to finance future operations or capital needs or to engage in other business activities.

Failure to obtain an extension of our existing credit facilities, failure to obtain additional revolving credit facilities or raise additional capital in the future could have a material adverse effect on our results of operations and financial position.

We utilize secured revolving credit facilities and other facilities to fund our investments. We cannot guarantee that our credit facilities will continue to be available beyond their current maturity dates on reasonable terms or at all, or that we will be able to otherwise obtain funds by selling assets or raising equity to make required payments on maturing indebtedness. Our revolving credit facilities have converted to term loans. Obtaining additional revolving credit facilities or other alternative sources of financing may be difficult, and we cannot guarantee that we will be able to do so on terms favorable to us or at all. The availability of revolving credit facilities depends, in part, on factors outside of our control, including regulatory capital treatment for unfunded bank lines of credit, the financial strength and strategic objectives of the banks that participate in our credit facilities and the availability of bank liquidity in general. If the credit facilities are not renewed or extended by our lenders by their maturity dates, we will not be able to make further borrowings under the facilities after they mature and the outstanding principal balances under such facilities will be due and payable at maturity. If we are unable to refinance our indebtedness at maturity or meet our payment obligations, our financial condition would be adversely affected and our lenders may foreclose on the property securing such indebtedness. If we are unable to extend or replace these facilities or arrange new credit facilities or other types of interim financing, we may need to curtail or suspend loan origination and funding activities which could have a material adverse effect on our results of operations and financial position.

In addition, we may need to raise additional capital in the future to have sufficient capital resources and liquidity to meet our commitments, including the terms of the 2003 capital maintenance agreement, and fund our business needs and future growth,

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particularly if the quality of our assets or earnings were to deteriorate significantly. Our ability to raise additional capital, if needed, will depend on, among other things, conditions in the capital markets at that time, which are outside of our control, and our financial condition. We may not be able to obtain capital on acceptable terms or at all. Any occurrence that may limit our access to the capital markets, such as a decline in the confidence of capital markets investors or other disruptions in capital markets, may adversely affect our capital costs and our ability to raise capital and, in turn, our liquidity. Further, if we need to raise capital in the future, we may have to do so when other financial institutions are seeking to raise capital and would then have to compete with those institutions for investors. An inability to raise additional capital on acceptable terms when needed could have a material adverse effect on our business, financial condition, or results of operations.

Medallion Bank’s use of brokered deposits for its deposit-gathering activities may not be available when needed. The inability to accept and renew brokered deposits would have a material adverse effect on our business, financial condition, liquidity, and results of operations.

Medallion Bank relies on the established brokered deposit market to originate deposits to fund its operations. Additionally, Medallion Bank’s business, strategy and prospects are dependent on its ability to accept and renew brokered deposits without limitation and, therefore, dependent on its ability to be “well-capitalized” under the FDIC’s regulatory framework.

Medallion Bank’s brokered deposits consist of deposits raised through the brokered deposit market rather than through retail branches. While Medallion Bank has developed contractual relationships with a diversified group of investment brokers, and the brokered deposit market is well developed and utilized by many banking institutions, conditions could change that might affect the availability of brokered deposits. In addition, Medallion Bank’s ability to rely on brokered deposits as a source of funding is subject to capitalization requirements set forth in the FDIC’s prompt corrective action framework. Medallion Bank may not accept or renew brokered deposits unless they are “well-capitalized” or they are “adequately capitalized” and they receive a waiver from the FDIC. A bank that is “adequately capitalized” and that accepts or renews brokered deposits under a waiver from the FDIC is subject to additional restrictions on the interest rates it may offer.

If the capital levels at Medallion Bank fall below the “well-capitalized” level as defined by the FDIC, or we otherwise fail to maintain “well capitalized” status, Medallion Bank’s ability to raise brokered deposits would be materially impaired. If Medallion Bank’s capital levels fall below the “adequately-capitalized” level as defined by the FDIC, it would be unable to raise brokered deposits. Any impairment or inability to raise brokered deposits would have a material adverse effect on our business, financial condition, liquidity and results of operations. Brokered deposits may also not be as stable as other types of deposits, and if Medallion Bank experiences a period of sustained operating losses, the cost of attracting deposits from the brokered deposit market could increase significantly. Medallion Bank’s ability to manage its growth to stay within the “well-capitalized” level is critical to our ability to retain open access to this funding source.

We depend on cash flow from our subsidiaries to make payments on our indebtedness and fund operations.

We are primarily a holding company, and we derive most of our operating income and cash flow from our subsidiaries. As a result, we rely heavily upon distributions from our subsidiaries to generate the funds necessary to make payments on our indebtedness and fund operations. Funds are provided to us by our subsidiaries through dividends and payments on intercompany indebtedness, but we cannot assure you that our subsidiaries will be in a position to continue to make these dividend or debt payments. The Utah Department of Financial Institutions and FDIC have the authority to prohibit or to limit the payment of dividends by Medallion Bank. In addition, as a condition to receipt of FDIC insurance, Medallion Bank entered into a capital maintenance agreement with the FDIC requiring it to maintain a 15% Tier 1 leverage ratio (Tier 1 capital to average assets). As of December 31, 2020, Medallion Bank’s Tier 1 leverage ratio was 16.9%. We received dividends from Medallion Bank of $1,500,000 in December 2019 and $6,000,000 during 2020.

Legal and Regulatory Risks

We operate in a highly regulated environment, and if we are found to be in violation of any of the federal, state, or local laws or regulations applicable to us, our business could suffer.

The Dodd-Frank Wall Street Reform and Consumer Protection Act, or the Dodd-Frank Act, was enacted in 2010. The Dodd-Frank Act significantly changed federal financial services regulation and affects, among other things, the lending, deposit, investment, trading, and operating activities of financial institutions and their holding companies. In addition to the statutory requirements under the Dodd-Frank Act, the legislation also delegated authority to US banking, securities, and derivatives regulators to impose additional restrictions through required rulemaking. The Dodd-Frank Act requires a company that owns an industrial bank to serve as a “source of strength” to the institution and is also subject to the “Volcker Rule.” Although these requirements have not materially impacted us, we cannot assure you that they will not in the future.

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Other changes in the laws or regulations applicable to us more generally, may negatively impact the profitability of our business activities, require us to change certain of our business practices, materially affect our business model, limit the activities in which we may engage, affect retention of key personnel, require us to raise additional regulatory capital, increase the amount of liquid assets that we hold, or otherwise affect our funding profile or expose us to additional costs (including increased compliance costs). Any such changes may also require us to invest significant management attention and resources to make any necessary changes and may adversely affect our ability to conduct our business as previously conducted or our results of operations or financial condition.

We are also subject to a wide range of federal, state, and local laws and regulations, such as local licensing requirements, and retail financing, debt collection, consumer protection, environmental, health and safety, creditor, wage-hour, anti-discrimination, whistleblower and other employment practices laws and regulations and we expect these costs to increase going forward. The violation of these or future requirements or laws and regulations could result in administrative, civil, or criminal sanctions against us, which may include fines, a cease and desist order against the subject operations or even revocation or suspension of our license to operate the subject business. As a result, we have incurred and will continue to incur capital and operating expenditures and other costs to comply with these requirements and laws and regulations.

The recent change in Presidential Administration increases the likelihood of further changes to laws, regulations and supervisory practices affecting financial institutions, which could include more stringent requirements and greater scrutiny from regulatory authorities.

The banking industry is highly regulated, and the regulatory framework, together with any future legislative or regulatory changes, may have a significant adverse effect on our operations.

The banking industry is extensively regulated and supervised under both federal and state laws and regulations that are intended primarily for the protection of depositors, customers, federal deposit insurance funds, and the banking system as a whole, not for the protection of security holders. We are subject to regulation and supervision by the FDIC and the Utah DFI. The laws and regulations applicable to us govern a variety of matters, including permissible types, amounts, and terms of loans and investments we may make, the maximum interest rate that may be charged, the amount of reserves we must hold against deposits we take, the types of deposits we may accept, maintenance of adequate capital and liquidity, changes in the control of Medallion Bank and us, restrictions on dividends, and establishment of new offices. We must obtain approval from our regulators before engaging in certain activities or acquisitions, and there is the risk that such approvals may not be obtained, either in a timely manner or at all. Our regulators also have the ability to compel us to take, or restrict us from taking, certain actions entirely, such as actions that our regulators deem to constitute an unsafe or unsound banking practice. Our failure to comply with any applicable laws or regulations, or regulatory policies and interpretations of such laws and regulations, could result in sanctions by regulatory agencies, civil money penalties, or damage to our reputation, all of which could have a material adverse effect our business, financial condition or results of operations.

Federal and state banking laws and regulations, as well as interpretations and implementations of these laws and regulations, are continually undergoing substantial review and change. Financial institutions generally have also been subjected to increased scrutiny from regulatory authorities. These changes and increased scrutiny have resulted and may continue to result in increased costs of doing business and may in the future result in decreased revenues and net income, reduce our ability to effectively compete to attract and retain customers, or make it less attractive for us to continue providing certain products and services. Any future changes in federal and state law and regulations, as well as the interpretations and implementations, or modifications or repeals, of such laws and regulations, could affect us in substantial and unpredictable ways, including those listed above or other ways that could have a material adverse effect on our business, financial condition or results of operations.

Our inability to remain in compliance with regulatory requirements in a particular jurisdiction could have a material adverse effect on our operations in that market and on our reputation generally. No assurance can be given that applicable laws or regulations will not be amended or construed differently or that new laws and regulations will not be adopted, either of which could materially adversely affect our business, financial condition, or results of operations.

The USA PATRIOT Act of 2001 and the Bank Secrecy Act, or the BSA, require financial institutions to design and implement programs to prevent financial institutions from being used for money laundering and terrorist activities. If such activities are detected, financial institutions are obligated to file suspicious activity reports with FinCEN. These rules require financial institutions to establish procedures for identifying and verifying the identity of customers and beneficial owners of certain legal entity customers seeking to open new financial accounts. Federal and state bank regulators also have focused on compliance with Bank Secrecy Act and anti-money laundering regulations. In January 2021, the Anti-Money Laundering Act of 2020, or the AMLA, which amends the BSA, was enacted. The AMLA is intended to comprehensively reform and modernize US anti-money laundering laws. Many of the statutory provisions in the AMLA will require additional rulemakings, reports and other measures, and the impact of the AMLA, including on our compliance costs and compliance risk relating to the BSA, will depend on, among other things, rulemaking and implementation guidance. Failure to comply with these regulations could result in fines or sanctions, including restrictions on conducting acquisitions or expanding activities. During the last several years, a number of banking institutions have received large fines for non-compliance with these laws and regulations. Although we have policies and procedures designed to assist in compliance with the BSA and other anti-money laundering laws and regulations, there can be no assurance that such policies or procedures will work effectively all of the time or protect us against liability for actions taken by our employees, agents, and intermediaries with respect to our business or any businesses that we may acquire. Failure to maintain and implement adequate programs to combat money laundering and terrorist

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financing could also have serious reputational consequences for us, which could have a material adverse effect on our business, financial condition or results of operations.

Regulations relating to privacy, information security and data protection could increase our costs, affect or limit how we collect and use personal information and adversely affect our business opportunities.

We are subject to various privacy, information security, and data protection laws, including requirements concerning security breach notification, and we could be negatively affected by these laws. For example, our business is subject to the Gramm-Leach-Bliley Act which, among other things: (i) imposes certain limitations on our ability to share nonpublic personal information about our customers with nonaffiliated third parties; (ii) requires that we provide certain disclosures to customers about our information collection, sharing and security practices and afford customers the right to “opt out” of any information sharing by us with nonaffiliated third parties (with certain exceptions); and (iii) requires that we develop, implement and maintain a written comprehensive information security program containing safeguards appropriate based on our size and complexity, the nature and scope of our activities, and the sensitivity of customer information we process, as well as plans for responding to data security breaches. Various state and federal banking regulators and states have also enacted data security breach notification requirements with varying levels of individual, consumer, regulatory or law enforcement notification in certain circumstances in the event of a security breach. Moreover, legislators and regulators are increasingly adopting or revising privacy, information security, and data protection laws that potentially could have a significant impact on our current and planned privacy, data protection, and information security-related practices, our collection, use, sharing, retention and safeguarding of consumer or employee information, and some of our current or planned business activities. This could also increase our costs of compliance and business operations and could reduce income from certain business initiatives. This includes increased privacy-related enforcement activity at the federal level, by the Federal Trade Commission, as well as at the state level.

Compliance with current or future privacy, data protection, and information security laws (including those regarding security breach notification) could result in higher compliance and technology costs and could restrict our ability to provide certain products and services, which could have a material adverse effect on our business, financial conditions or results of operations. Our failure to comply with privacy, data protection, and information security laws could result in potentially significant regulatory or governmental investigations or actions, litigation, fines, sanctions, and damage to our reputation, which could have a material adverse effect on our business, financial condition, or results of operations.

Our use of third-party vendors and our other ongoing third-party business relationships are subject to regulatory requirements and scrutiny.

We regularly use third-party vendors as part of our business. We also have substantial ongoing business relationships with other third parties. These types of third-party relationships are subject to demanding regulatory requirements and attention by our federal and state bank regulators. Regulation requires us to enhance our due diligence, ongoing monitoring and control over our third-party vendors and other ongoing third-party business relationships. In certain cases, we may in the future be required to renegotiate our agreements with these vendors to meet these enhanced requirements, which could increase our costs and potentially limit our competitiveness. We expect that our regulators will hold us responsible for deficiencies in our oversight and control of our third-party relationships and in the performance of the parties with which we have these relationships. As a result, if our regulators conclude that we have not exercised adequate oversight and control over our third-party vendors or other ongoing third-party business relationships or that such third parties have not performed appropriately, we could be subject to enforcement actions, including civil money penalties or other administrative or judicial penalties or fines as well as requirements for customer remediation, any of which could have a material adverse effect our business, financial condition or results of operations.

Our SBIC subsidiaries are licensed by the SBA, and are therefore subject to SBA regulations.

Our SBIC subsidiaries are licensed to operate as SBICs and are regulated by the SBA. The SBA also places certain limitations on the financing terms of investments by SBICs in portfolio companies and prohibits SBICs from providing funds for certain purposes or to businesses in a few prohibited industries. Compliance with SBA requirements may cause the SBIC subsidiaries to forego attractive investment opportunities that are not permitted under SBA regulations.

Further, SBA regulations require that a licensed SBIC be periodically examined and audited by the SBA to determine its compliance with the relevant SBA regulations. The SBA prohibits, without prior SBA approval, a “change of control” of an SBIC or transfers that would result in any person (or a group of persons acting in concert) owning 10% or more of a class of capital stock of an SBIC. If the SBIC subsidiaries fail to comply with applicable SBIC regulations, the SBA could, depending on the severity of the violation, limit or prohibit their use of debentures, declare outstanding debentures immediately due and payable, and/or limit them from making new investments. In addition, the SBA could revoke or suspend an SBIC license or may appoint a receiver for the SBIC and for its liquidation for willful or repeated violation of, or willful or repeated failure to observe, any provision of the SBIA or any rule or regulation promulgated thereunder. Such actions by the SBA would, in turn, negatively affect us.

Our ability to enter into transactions with our affiliates is restricted.

The SBA restricts the ability of SBICs to lend money to any of their officers, directors, and employees, or invest in any affiliates thereof.

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Medallion Bank is subject to certain federal laws that restrict and control its ability to engage in transactions with its affiliates. Sections 23A and 23B of the Federal Reserve Act and applicable regulations restrict the transfer of funds by Medallion Bank to certain of its affiliates, including us, in the form of loans, extensions of credit, investments, or purchases of assets and restrict its ability to provide services to, or receive services from, its affiliates. Sections 23A and 23B also require generally that Medallion Bank’s transactions with its affiliates be on terms no less favorable to Medallion Bank than comparable transactions with unrelated third parties.

Federal and state law may discourage certain acquisitions of our common stock which could have a material adverse effect on our stockholders.

Because Medallion Bank is an “insured depository institution” within the meaning of the Federal Deposit Insurance Act and the Change in Bank Control Act and we are a “financial institution holding company” within the meaning of the Utah Financial Institutions Act, federal and Utah law and regulations prohibit any person or company from acquiring control of us and, indirectly Medallion Bank, without, in most cases, prior written approval of the FDIC or the Commissioner of the Utah Department of Financial Institutions, as applicable. Under the Change in Bank Control Act, control is conclusively presumed if, among other things, a person or company acquires 25% or more of any class of our voting stock. A rebuttable presumption of control arises if a person or company acquires 10% or more of any class of voting stock and is subject to a number of specified “control factors” as set forth in the applicable regulations. Under the Utah Financial Institutions Act, control is defined as the power to vote 20% or more of any class of our voting securities by an individual or to vote more than 10% of any class of our voting securities by a person other than an individual. Investors are responsible for ensuring that they do not, directly or indirectly, acquire shares of our common stock in excess of the amount which can be acquired without regulatory approval. These provisions could delay or prevent a third party from acquiring us, despite the possible benefit to our stockholders, or otherwise adversely affect the market price of our common stock. Although Medallion Bank is an “insured depository institution” within the meaning of the Federal Deposit Insurance Act and the Change in Bank Control Act, your investment in the Company is not insured or guaranteed by the FDIC, or any other agency, and is subject to loss.

Risk Relating to Our Growth and Operations

We operate in a highly competitive market for investment opportunities.

The consumer lending market is very competitive and is served by a variety of entities, including banks, savings and loan associations, credit unions, independent finance companies, and financial technology companies. The recreation lending and home improvement lending markets are also highly fragmented, with a small number of lenders capturing large shares of each market and many smaller lenders competing for the remaining market share. Our competitors often seek to provide financing on terms more favorable to consumers or dealers, contractors, and FSPs than we offer. Many of these competitors also have long-standing relationships with dealers, contractors, and FSPs and may offer other forms of financing that we do not offer, e.g., credit card lending. We anticipate that we will encounter greater competition as we expand our operations, and competition may also increase in more stable or favorable economic conditions. Certain of our competitors are not subject to the same regulatory requirements that we are and, as a result, these competitors may have advantages in conducting certain business and providing certain services and may be more aggressive in their loan origination activities. Increasing competition could also require us to lower the rates we charge on loans in order to maintain our desired loan origination volume, which could also have a material adverse effect on our business, financial condition and results of operations.

We have in the past and may in the future pursue new strategies and lines of business, and we may face enhanced risks as a result of these changes in strategy, including from transacting with a broader array of customers and exposure to new assets, activities and markets.

In July 2019, we commenced the build-out of a new Strategic Partnership Program, through which the Bank partners with third parties to offer consumer loans and other financial services. Potential legal and regulatory risks associated with this line of business remain uncertain, and may develop in ways that could affect us adversely, including as a result of legal proceedings brought against us on the basis that we are the “true lender” of the loans facilitated, held, and serviced by our partners, or on the basis of a determination by the FDIC or other financial regulators that our Strategic Partnership Program represents an unsafe and unsound practice.

We may continue to change our strategy and enter new lines of business, including through the acquisition of another company, acquisitions of new types of loan portfolios or other asset classes, or otherwise, in the future. Any new business initiatives, including our Strategic Partnership Program, have in the past and may in the future, expose us to new and enhanced risks, including new credit-related, compliance, fraud, market and operational risks, increased compliance and operating costs, different and potentially greater regulatory scrutiny of such new activities and assets and expose us to new types of consumers as well as asset classes, activities and markets.

Any new business initiatives and strategies we may pursue in the future may be less successful than anticipated and may not advance our intended business strategy. We may not realize a satisfactory return on investments or acquisitions, we may experience

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difficulty in managing new portfolios or integrating operations, and management’s attention from our other businesses could be diverted. Any of these results could ultimately have an adverse effect on our business, financial condition or results of operations.

Our financial condition and results of operations will depend on our ability to manage growth effectively.

Our ability to achieve our loan and investment objective will depend on our ability to grow, which will depend, in turn, on our management team’s ability to identify, evaluate, and monitor, and our ability to finance and invest in, companies that meet our investment criteria.

Accomplishing this result on a cost-effective basis will be largely a function of our management team’s handling of the investment process, its ability to provide competent, attentive, and efficient services, and our access to financing on acceptable terms. In addition to monitoring the performance of our existing investments, members of our management team and our investment professionals may also be called upon to provide managerial assistance to our portfolio companies. These demands on their time may distract them or slow the rate of investment. In order to grow, we will need to hire, train, supervise, and manage new employees. However, we cannot assure you that any such employees will contribute to the success of our business. Any failure to manage our future growth effectively could have a material adverse effect on our business, financial condition, and results of operations.

Our business depends on our ability to adapt to rapid technological change.

The financial services industry is continually undergoing rapid technological change with frequent introductions of new, technology-driven products and services. The effective use of technology increases efficiency and enables financial institutions to serve customers better and to reduce costs. Our future success depends, in part, upon our ability to address the needs of customers by using technology to provide products and services that will satisfy customer demands, as well as to create additional efficiencies in our operations. Many of our competitors have substantially greater resources to invest in technological improvements than we do. We may not be able to effectively implement new, technology-driven products and services or be successful in marketing these products and services to our customers. In addition, the implementation of technological changes and upgrades to maintain current systems and integrate new ones may also cause service interruptions, transaction processing errors and system conversion delays and may cause us to fail to comply with applicable laws. Failure to successfully keep pace with technological change affecting the financial services industry and failure to avoid interruptions, errors and delays could have a material adverse effect on our business, financial condition or results of operations.

We expect that new technologies and business processes applicable to the banking industry will continue to emerge, and these new technologies and business processes may be better than those we currently use. Because the pace of technological change is high and our industry is intensely competitive, we may not be able to sustain our investment in new technology as critical systems and applications become obsolete or as better ones become available. A failure to maintain current technology and business processes could cause disruptions in our operations or cause our products and services to be less competitive, all of which could have a material adverse effect on our business, financial condition or results of operations.

Security breaches and other disruptions could compromise our information and expose us to liability, which would cause our business and reputation to suffer.

In the ordinary course of our business, we collect and store sensitive data, including our proprietary business information and that of our customers and personally identifiable information of our customers and employees, in third-party data centers, and on our networks. The secure processing, maintenance, and transmission of this information is critical to our operations. Despite our security and business continuity measures, our information technology and infrastructure may be vulnerable to attacks by hackers or breached due to employee error, malfeasance, or other disruptions or vulnerable to other disruptions as a result of systems failures, operational events, employee error, or incidents affecting our third-party service providers (or providers to those third-party service providers). Any such breach or disruption could compromise our networks and the information stored there could be accessed, publicly disclosed, destroyed, lost, or stolen. Any such access, disclosure, destruction or other loss of information could result in legal claims or proceedings, liability under laws that protect the privacy of personal information and regulatory penalties, disrupt our operations and damage our reputation, which could adversely affect our business. In addition, we may also be required to incur significant costs in connection with any regulatory investigation or civil litigation resulting from a security breach or other information technology disruption that affects us.

We are dependent upon our key investment personnel for our future success.

We depend on the diligence, skill, and network of business contacts of the investment professionals we employ for sourcing, evaluating, negotiating, structuring, and monitoring our investments. Our future success will also depend, to a significant extent, on the continued service and coordination of our senior management team, particularly, Alvin Murstein, our Chairman and Chief Executive Officer, Andrew M. Murstein, our President, Larry D. Hall, our Chief Financial Officer, Donald Poulton and his management team for Medallion Bank, and Alex Travis and his management team at Medallion Capital. The departure of Messrs. Murstein or Mr. Hall, or any other member of our senior management team, could have a material adverse effect on our business and financial results.

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Terrorist attacks, other acts of violence or war, and natural disasters may affect any market for our securities, impact the businesses in which we invest, and harm our operations and profitability.

Terrorist attacks and natural disasters may harm our results of operations and your investment. We cannot assure you that there will not be further terrorist attacks against the US or US businesses or major natural disasters hitting the United States. Such attacks or natural disasters in the US or elsewhere may impact the businesses in which we directly or indirectly invest by undermining economic conditions in the United States. In addition, a portion of our business is focused in the New York City metropolitan area, which suffered a terrorist attack in 2001 and has faced continued threats. Another terrorist attack in New York City or elsewhere could severely impact our results of operations. Losses resulting from terrorist attacks are generally uninsurable.

Our operations could be interrupted if certain external vendors on which we rely experience difficulty, terminate their services or fail to comply with banking laws and regulations.

We depend to a significant extent on relationships with third parties that provide services, primarily information technology services critical to our operations. Currently, we obtain services from third parties that include information technology infrastructure and support, plus loan origination, loan servicing, and accounting systems and support. If any of our third-party service providers experience difficulties or terminate their services and we are unable to replace our service providers with other service providers, our operations could be interrupted. It may be difficult for us to replace some of our third-party vendors, particularly vendors providing our loan origination, loan servicing and accounting services, in a timely manner if they are unwilling or unable to provide us with these services in the future for any reason. If an interruption were to continue for a significant period of time, it could have a material adverse effect on our business, financial condition or results of operations. Even if we are able to replace these third parties, it may be at higher cost to us, which could have a material adverse effect on our business, financial condition, or results of operations. In addition, if a third-party provider fails to provide the services we require, fails to meet contractual requirements, such as compliance with applicable laws and regulations, or suffers a cyber-attack or other security breach, our business could suffer economic and reputational harm that could have a material adverse effect on our business, financial condition or results of operations.

Misconduct by current or former employees could expose us to significant legal liability and reputational harm.

We are vulnerable to reputational harm because we operate in an industry in which integrity and the confidence of the dealerships, contractors, and FSPs that sell our consumer products are of critical importance. Our current and former directors, and employees could engage or could have engaged in misconduct that adversely affects our business. For example, if such a person were to engage, or previously engaged, in fraudulent, illegal or suspicious activities, we could be subject to regulatory sanctions and suffer serious harm to our reputation (as a consequence of the negative perception resulting from such activities), financial position, third-party relationships and ability to forge new relationships with third-party dealers or contractors. Our business often requires that we deal with confidential information. If our current and former directors, and employees were to improperly use or disclose this information or previously improperly used or disclosed this information, even if inadvertently, we could suffer serious harm to our reputation, financial position and current and future business relationships. It is not always possible to deter employee misconduct, and the precautions we take to detect and prevent this activity may not always be effective. Misconduct by our employees or former directors, and employees, or even unsubstantiated allegations of misconduct, could result in a material adverse effect on our business, financial condition or results of operations.

We borrow money, which magnifies the potential for gain or loss on amounts invested, and increases the risk of investing in us.

Borrowings, also known as leverage, magnify the potential for gain or loss on amounts invested, and therefore increase the risk associated with investing in us. We borrow from the brokered CD market, private and public note placements and issue senior debt securities to banks and other lenders, and through long-term subordinated SBA debentures. These creditors have fixed dollar claims on our assets that are superior to the claims of our stockholders. If the value of our assets increases, then leveraging would cause stockholders’ equity to increase more sharply than it would have had we not leveraged. Conversely, if the value of our assets decreases, leveraging would cause stockholders’ equity to decline more sharply than it otherwise would have had we not leveraged. Similarly, any increase in our income in excess of interest payable on the borrowed funds would cause our net income to increase more than it would without the leverage, while any decrease in our income would cause net income to decline more sharply than it would have had we not borrowed. Such a decline could reduce the amount available for distribution payments.

As of December 31, 2020, we had $1.3 billion of outstanding indebtedness with a weighted average borrowing cost of 2.37%.

Approximately $730 million of our borrowing relationships have maturity dates during 2021 through 2022, including almost $635 million of brokered CDs. We have been in active and ongoing discussions with each of these lenders and have extended each of the facilities as they matured. Certain lenders have worked with us to extend and change the terms of the borrowing agreements, but we cannot assure you that they will continue to do so. Additionally, with the cessation of LIBOR by the end of 2021, there could be rate adjustments that may have material impacts to our cost of borrowings. See Note 6 of our consolidated financial statements for a discussion of the current and new lending arrangements to date.

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Additional Risks Relating to Our Loan Portfolios and Investments

Lending to small businesses involves a high degree of risk and is highly speculative.

Lending to small businesses involves a high degree of business and financial risk, which can result in substantial losses and should be considered speculative. Historically, our borrower base consists primarily of small business owners that may have limited resources and that are generally unable to obtain financing from traditional sources. There is generally no publicly available information about these small business owners, and we must rely on the diligence of our employees and agents to obtain information in connection with our credit decisions. In addition, these small businesses often do not have audited financial statements. Some smaller businesses have narrower product lines and market shares than their competition. Therefore, they may be more vulnerable to customer preferences, market conditions, or economic downturns, which may adversely affect the return on, or the recovery of, our investment in these businesses.

Our portfolio is and may continue to be concentrated in a limited number of portfolio companies, industries and sectors, which will subject us to a risk of significant loss if any of these companies default on its obligations to us or by a downturn in the particular industry or sector.

Our portfolio is and may continue to be concentrated in a limited number of portfolio companies, industries and sectors. In addition, taxi companies that constitute separate issuers may have related management or guarantors and constitute larger business relationships to us. We do not have fixed guidelines for diversification, and while we are not targeting any specific industries, our investments are, and could continue to be, concentrated in relatively few industries. As a result, the aggregate returns we realize may be adversely affected if a small number of loans perform poorly or if we need to write down the value of any one loan. If our larger borrowers were to significantly reduce their relationships with us and seek financing elsewhere, the size of our loan portfolio and operating results could decrease. In addition, larger business relationships may also impede our ability to immediately foreclose on a particular defaulted portfolio company as we may not want to impair an overall business relationship with either the portfolio company management or any related funding source. Additionally, a downturn in any particular industry or sector in which we are invested could also negatively impact the aggregate returns we realize.

The lack of liquidity in our investments may adversely affect our business.

We generally make investments in private companies. Substantially all of these securities are subject to legal and other restrictions on resale or are otherwise less liquid than publicly traded securities. The illiquidity of our investments may make it difficult for us to sell such investments if the need arises. In addition, if we are required to liquidate all or a portion of our portfolio quickly, we may realize significantly less than the value at which we had previously recorded our investments. We may also face other restrictions on our ability to liquidate an investment in a portfolio company to the extent that we have material non-public information regarding such portfolio company.

In addition, the illiquidity of our loan portfolio and investments may adversely affect our ability to dispose of loans at times when it may be advantageous for us to liquidate such portfolio or investments. In addition, if we were required to liquidate some or all of the investments in the portfolio, the proceeds of such liquidation may be significantly less than the current value of such investments. Because we borrow money to make loans and investments, our net operating income is dependent upon the difference between the rate at which we borrow funds and the rate at which we invest these funds. As a result, there can be no assurance that a significant change in market interest rates will not have a material adverse effect on our interest income. In periods of rising interest rates, our cost of funds would increase, which would reduce our net operating income before net realized and unrealized gains. We use a combination of long-term and short-term borrowings and equity capital to finance our investing activities. Our long-term fixed-rate investments are financed primarily with short-term floating-rate debt, and to a lesser extent by term fixed-rate debt. We may use interest rate risk management techniques in an effort to limit our exposure to interest rate fluctuations. Such techniques may include various interest rate hedging activities.

We have analyzed the potential impact of changes in interest rates on net interest income. Assuming that the balance sheet were to remain constant and no actions were taken to alter the existing interest rate sensitivity, a hypothetical immediate 1% increase in interest rates would result in an increase to the line item “net income” as of December 31, 2020 by approximately $1,183,000 on an annualized basis, and the impact of such an immediate increase of 1% over a one year period would have been approximately ($1,763,000) at December 31, 2020. Although management believes that this measure is indicative of our sensitivity to interest rate changes, it does not adjust for potential changes in credit quality, size, and composition of the assets on the balance sheet, and other business developments that could affect net increase in net assets resulting from operations in a particular quarter or for the year taken as a whole. Accordingly, no assurances can be given that actual results would not differ materially from the potential outcome simulated by these estimates.

Sales of loans could have an adverse effect on the credit or other characteristics of the loans and portfolios we retain.

From time to time, we have sold portfolios of loans, and those transactions have generally included loans with stronger credit characteristics than the overall composition of our loan portfolio. Accordingly, following those transactions, the overall credit characteristics of our loan portfolio declined due to the transfer of the loans with stronger credit characteristics. In the future, the credit

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characteristics of our loan portfolio could change as a result of loan sales, and other characteristics could change as well. For example, if we sell loans with less favorable credit characteristics, the net interest income and net interest margin for our loan portfolio could be adversely affected because loans with less favorable credit characteristics typically generate more net interest income and higher net interest margin.

We depend on the accuracy and completeness of information about customers.

In deciding whether to extend credit or enter into other transactions, and in evaluating and monitoring our loan portfolio on an ongoing basis, we may rely on information furnished by or on behalf of customers, including financial statements, credit reports and other financial information. We may also rely on representations of those customers or of other third parties, such as independent auditors, as to the accuracy and completeness of that information. The failure to receive financial statements, credit reports or other financial or business information related to our customers on a timely basis, or the inadvertent reliance by us on inaccurate, incomplete, fraudulent or misleading forms of any of the foregoing information, could result in loan losses, reputational damage or other effects that could have a material adverse effect on our business, financial condition or results of operations.

Laws and regulations implemented in response to climate change could result in increased operating costs for our portfolio companies.

Congress and other governmental authorities have either considered or implemented various laws and regulations in response to climate change and the reduction of greenhouse gases. Existing environmental regulations could be revised or reinterpreted, new laws and regulations could be adopted, and future changes in environmental laws and regulations could occur, which could impose additional costs on the operation of our portfolio companies. For example, regulations to cut gasoline use and control greenhouse gas emissions from new cars could adversely affect our medallion portfolio companies. Our portfolio companies may have to make significant capital and other expenditures to comply with these laws and regulations. Changes in, or new, environmental restrictions may force our portfolio companies to incur significant expenses or expenses that may exceed their estimates. There can be no assurance that such companies would be able to recover all or any increased environmental costs from their customers or that their business, financial condition or results of operations would not be materially and adversely affected by such expenditures or any changes in environmental laws and regulations, in which case the value of these companies could be adversely affected.

Our business may be further adversely affected if New York City experiences a sustained economic downturn.

Historically, a significant portion of our loan revenue is derived from medallion loans collateralized by New York City taxi medallions. An economic downturn in New York City could lead to an additional increase in defaults on our medallion loans and related assets.

An economic downturn could result in additional commercial and consumer loan customers experiencing declines in business activities and/or personal resources, which could lead to difficulties in their servicing of their loans with us, and increasing the level of delinquencies, defaults, and loan losses in our commercial and consumer loan portfolios.

Our portfolio companies may incur debt that ranks equally with, or senior to, our investments in such companies.

We invest in our portfolio companies primarily through senior secured loans, junior secured loans, and subordinated debt issued by small- to mid-sized companies. Our portfolio companies may have, or may be permitted to incur, other debt that ranks equally with, or senior to, the debt in which we invest. By their terms, such debt instruments may entitle the holders to receive payment of interest or principal on or before the dates on which we are entitled to receive payments with respect to the debt instruments in which we invest. Also, in the event of insolvency, liquidation, dissolution, reorganization, or bankruptcy of a portfolio company, holders of debt instruments ranking senior to our investment in that portfolio company would typically be entitled to receive payment in full before we receive any distribution. After repaying such senior creditors, such portfolio company may not have any remaining assets to use for repaying its obligation to us. In the case of debt ranking equally with debt instruments in which we invest, we would have to share on an equal basis any distributions with other creditors holding such debt in the event of an insolvency, liquidation, dissolution, reorganization, or bankruptcy of the relevant portfolio company.

There may be circumstances where our debt investments could be subordinated to claims of other creditors or we could be subject to lender liability claims.

Even though we may have structured most of our investments as senior loans, if one of our portfolio companies were to go bankrupt, depending on the facts and circumstances, including the extent to which we actually provided managerial assistance to that portfolio company, a bankruptcy court might recharacterize our debt investment and subordinate all or a portion of our claim to that of other creditors. We may also be subject to lender liability claims for actions taken by us with respect to a borrower’s business or instances where we exercise control over the borrower. It is possible that we could become subject to a lender’s liability claim, including as a result of actions taken in rendering significant managerial assistance.

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We may not control many of Medallion Capital’s portfolio companies.

We may not control many of Medallion Capital’s portfolio companies, even though we may have board representation or board observation rights. As a result, we are subject to the risk that a Medallion Capital portfolio company in which we invest may make business decisions with which we disagree, and the management of such company may take risks or otherwise act in ways that do not serve our interests as debt investors.

We may not realize gains from our equity investments.

Certain investments that we have made in the past and may make in the future include warrants or other equity securities. In addition, we may from time to time make non-control, equity co-investments in companies in conjunction with private equity sponsors. Our goal is ultimately to realize gains upon our disposition of such equity interests. However, the equity interests we receive may not appreciate in value and, in fact, may decline in value. Accordingly, we may not be able to realize gains from our equity interests, and any gains that we do realize on the disposition of any equity interests may not be sufficient to offset any other losses we experience. We also may be unable to realize any value if a portfolio company does not have a liquidity event, such as a sale of the business, recapitalization, or public offering, which would allow us to sell the underlying equity interests.

ITEM 1B.

UNRESOLVED STAFF COMMENTS

None.

ITEM 2.

PROPERTIES

We lease office space in New York City for our corporate headquarters under a lease expiring in April 2027. We also lease office space for loan origination offices and subsidiary operations in Newark, New Jersey, which, along with our New York City office, handles our medallion loan segment, and in Minneapolis, Minnesota, which handles our commercial lending segment. Medallion Bank leases office space in Salt Lake City, Utah under a lease expiring in November 2027, which handles the recreation and home improvement lending segments, and in Bothell, Washington, which handles our home improvement lending segment. We do not own any real property, other than foreclosed properties obtained as a result of lending relationships. We believe that our leased properties, taken as a whole, are in good operating condition and are suitable for our current business operations.

ITEM 3.

We are currently involved in various legal proceedings incident to the ordinary course of our business, including collection matters with respect to certain loans. We intend to vigorously defend any outstanding claims and pursue our legal rights. In the opinion of our management and based upon the advice of legal counsel, there is no proceeding pending, or to the knowledge of management threatened, which in the event of an adverse decision could result in a material adverse effect on our results of operations or financial condition.

ITEM 4.

MINE SAFETY DISCLOSURES

Not applicable.

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PART II

ITEM 5.

MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

STOCK PERFORMANCE GRAPH

The following graph commences as of December 31, 2015 and compares the Company’s common stock with the cumulative total return for the NASDAQ Composite Index and the Russell 2000 Index. Furthermore, the following graph assumes the investment of $100 on December 31, 2015 in each of the Company’s common stock, the stocks comprising the NASDAQ Composite Index and the Russell 2000 Index and assumes dividends are reinvested.

Cumulative Total Return

Based on Initial Investment of $100 on December 31, 2015

with dividends reinvested

Our common stock is quoted on NASDAQ under the symbol “MFIN.” Our common stock commenced trading on May 23, 1996. As of March 12, 2021, there were approximately 348 holders of record of our common stock. On March 12, 2021, the last reported sale price of our common stock was $7.56 per share.

We are subject to federal and applicable state corporate income taxes on our taxable ordinary income and capital gains. We have not paid dividends since 2016 and do not currently anticipate paying dividends. We may, however, re-evaluate paying dividends in the future depending on market conditions. There can be no assurance that we will pay any cash distributions, as we may retain our earnings to facilitate the growth of our business, to finance our investments, to provide liquidity, or for other corporate purposes.

We have adopted a dividend reinvestment plan pursuant to which stockholders may elect to have distributions reinvested in additional shares of common stock. When we declare a distribution, all participants will have credited to their plan accounts the number of full and fractional shares (computed to three decimal places) that could be obtained with the cash, net of any applicable withholding taxes that would have been paid to them if they were not participants. The number of full and fractional shares is computed at the weighted average price of all shares of common stock purchased for plan participants within the 30 days after the distribution is declared plus brokerage commissions. The automatic reinvestment of distributions will not release plan participants of any income tax that may be payable on the distribution. Stockholders may terminate their participation in the dividend reinvestment plan by providing written notice to the Plan Agent at least 10 days before any given distribution payment date. Upon termination, we will issue to a stockholder both a certificate for the number of full shares of common stock owned and a check for any fractional shares, valued at the then current market price, less any applicable brokerage commissions and any other costs of sale. There are no additional fees or expenses for participation in the dividend reinvestment plan. Stockholders may obtain additional information about the dividend reinvestment plan by contacting the American Stock Transfer & Trust Company, LLC at 6201 15th Avenue, Brooklyn, NY, 11219.

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UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

We did not repurchase any of our shares during the three months ended December 31, 2020. Accordingly, under our Stock Repurchase Program previously authorized by our Board of Directors, up to $22,874,509 of shares remain authorized for repurchase under the program.

ITEM 6.

SELECTED FINANCIAL DATA

Reserved

 

ITEM 7.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

OBJECTIVE

The information contained in this section should be read in conjunction with the consolidated financial statements and the accompanying notes thereto for the years ended December 31, 2020, 2019, and 2018. This section is intended to provide managements perspective of our results of operation. In addition, this section contains forward-looking statements. These forward-looking statements are subject to the inherent uncertainties in predicting future results and conditions. Certain factors that could cause actual results and conditions to differ materially from those projected in these forward-looking statements are described in the Risk Factors section on page 20. Additionally, more information about our business activities can be found in “Business.”

GENERAL

We are a finance company whose strategic focus and growth in recent years has been through Medallion Bank (a wholly-owned subsidiary), which originates consumer loans for the purchase of recreational vehicles, boats, motorcycles, and trailers, and to finance home improvements. Historically we have had a leading position in originating, acquiring, and servicing loans that finance taxi medallions and various types of commercial businesses.

Since Medallion Bank acquired a consumer loan portfolio and began originating consumer loans in 2004, it has increased its consumer loan portfolio at a compound annual growth rate of 16% (19% if there had been no loan sales during 2016, 2017, and 2018). We have transitioned away from medallion lending and have placed our strategic focus on our growing consumer finance portfolios. As a result of our change in strategy, as of December 31, 2020, our consumer loans represented 93% of our net loan portfolio, with commercial loans representing 6% and medallion loans representing 1%. Total assets under management, which includes assets serviced for third party investors, were $1.8 billion as of December 31, 2020, and $1.7 billion as of December 31, 2019, and have grown at a compound annual growth rate of 9% from $215,000,000 at the end of 1996.

Our loan-related earnings depend primarily on our level of net interest income. Net interest income is the difference between the total yield on our loan portfolio and the average cost of borrowed funds. We fund our operations through a wide variety of interest-bearing sources, such as bank certificates of deposit issued to customers, debentures issued to and guaranteed by the SBA, privately placed notes, and bank term debt. Net interest income fluctuates with changes in the yield on our loan portfolio and changes in the cost of borrowed funds, as well as changes in the amount of interest-earning assets and interest-bearing liabilities held by us. Net interest income is also affected by economic, regulatory, and competitive factors that influence interest rates, loan demand, and the availability of funding to finance our lending activities. We, like other financial institutions, are subject to interest rate risk to the degree that our interest-earning assets reprice on a different basis than our interest-bearing liabilities.

We also provide debt, mezzanine, and equity investment capital to companies in a variety of industries, consistent with our investment objectives. These investments may be venture capital style investments which may not be fully collateralized. Our investments are typically in the form of secured debt instruments with fixed interest rates accompanied by an equity stake or warrants to purchase an equity interest for a nominal exercise price (such warrants are included in equity investments on the consolidated balance sheets). Interest income is earned on the debt instruments.

Beginning in 2019, Medallion Bank began the process to build-out a strategic partnership program with financial technology, or fintech, companies. Medallion Bank entered into an initial partnership in 2020 and began issuing its first loans, while continuing to explore opportunities with additional fintech companies.

In recent years, we have focused on growing our consumer lending segments and maintaining the profitability of our commercial lending segment. During the year ended December 31, 2020, we have taken various steps to pursue this strategy and improve our corporate governance, including:

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carrying-out cost-cutting measures, such as reducing our employee headcount by 21% at our parent company Medallion Financial Corp. and closing satellite offices in Long Island City, New York, Chicago, Illinois, and Boston, Massachusetts;

 

exiting non-core investments, such as selling the assets of LAX Group, LLC on December 16, 2020, and expecting to sell, when practicable to maximize our proceeds, other non-core investments like our remaining art investments of less than $1,000,000 in Medallion Fine Art, Inc.;

 

strengthening our initiative to grow the Bank by partnering with two fintech companies in our strategic partnership program; and  

 

electing Cynthia A. Hallenbeck as our independent director, resulting in a more independent and diverse board of directors.

On March 7, 2018, a majority of the Company’s shareholders authorized our board of directors to withdraw our election to be regulated as a business development company, or BDC, under the Investment Company Act of 1940, as amended, or the 1940 Act, and we withdrew such election effective April 2, 2018. At that point, we were no longer a BDC or subject to the provisions of the 1940 Act applicable to BDCs. Historically, the composition of our assets caused it to meet the definition of an “investment company,” and we made a corresponding election to be treated as a BDC. Now that we have de-elected BDC status, it operates so as to fall outside the definition of an “investment company” or within an applicable exception.

As a result of this change in status, commencing with the three months ended June 30, 2018:

 

we consolidated the results of Medallion Bank and our other subsidiaries in our financial statements, which, as an investment company, we were previously precluded from doing; and

 

with the consolidation of Medallion Bank, given its significance to our overall financial results, we now report as a bank holding company for accounting purposes under Article 9 and Guide 3 of Regulation S-X (but we are not a bank holding company for regulatory purposes).

As we made this change to our financial reporting prospectively, in this report we refer to both accounting in accordance with US generally accepted accounting principles, or GAAP, applicable to bank holding companies, or Bank Holding Company Accounting, which applies commencing April 2, 2018, and to that applicable to investment companies under the 1940 Act, or Investment Company Accounting, which applies to prior periods.

Our wholly-owned subsidiary, Medallion Bank, or the Bank, is a bank regulated by the FDIC and the Utah Department of Financial Institutions which originates consumer loans, raises deposits, and conducts other banking activities. The Bank generally provides us with our lowest cost of funds which it raises through bank certificates of deposit. To take advantage of this low cost of funds, historically we have referred a portion of our taxi medallion and commercial loans to the Bank, which originated these loans, and have been serviced by Medallion Servicing Corp., or MSC. However, at this time the Bank is not originating any new medallion loans and is working with MSC to service its existing portfolio. MSC earns referral and servicing fees for these activities.

COVID-19

The ongoing coronavirus, or COVID-19, pandemic, its broad impact and preventive measures taken to contain or mitigate the outbreak have had, and are likely to continue to have, significant negative effects on the US and global economy, employment levels, employee productivity, and financial market conditions. This has had, and may continue to have increasingly negative effects on the ability of our borrowers to repay outstanding loans, the value of collateral securing loans, the demand for loans and other financial services products and consumer discretionary spending. As a result of these or other consequences, the outbreak has adversely and materially affected our business, results of operations and financial condition. The effects of the outbreak on us could be exacerbated given that our business model is largely consumer and small business directed, which are more severely affected by COVID-19 and the preventative measures taken to contain or mitigate the outbreak, including its significant negative effects on consumer discretionary spending. The full extent to which the outbreak will continue to impact our operations will depend on future developments, which are highly uncertain and cannot be predicted at this time, and include the duration, severity and scope of the continued outbreak, the actions taken to contain or mitigate the outbreak and how long, and to what extent the economic recovery from its effects will take.

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We have taken steps to operate through this crisis. For example, in late June our employees returned to work in our New York City offices on a part-time basis in accordance with guidelines issued by New York, while our employees outside New York largely continue to work remotely. While there are elevated risks with our workforce working remotely, we have implemented additional mitigating controls to help reduce such risks. In addition, to better align our structure with profitability and reduce expenses, effective May 11, 2020, we had furloughed approximately 28% of the employees at our parent company, Medallion Financial Corp. As of December 31, 2020, 21% of employees, all of whom were employees of our parent company, Medallion Financial Corp., and no employees of our consolidated subsidiaries remain on furlough. As part of our expense-cutting measures, effective March 2, 2021, we terminated such Medallion Financial Corp. employees on furlough. Additionally, we closed our satellite offices in Long Island City, New York, Chicago, Illinois, and Boston, Massachusetts.

The Bank temporarily increased its cash levels by increasing its deposits, and in order to take advantage of the current lower interest rates. MCI drew on its remaining unfunded commitments and received a commitment from the SBA for $25,000,000 in debenture financing with a ten-year term upon a capital infusion from Medallion Financial. RPAC received $747,000 under the Paycheck Protection Program in the second quarter, and has not yet applied for forgiveness, but expects to do so.

With our consumer business, in March 2020, we adjusted our payment policies and procedures, and created a program to support our borrowers during the pandemic. We have been negotiating payment terms with our borrowers, and allowed them to defer payments up to 180 days. As of December 31, 2020, there were minimal consumer loans on deferral and the level of potential loans 90 days or more past due would have likely resulted in increased charge-offs on the consumer loan portfolios had they not been granted. For our consumer loan portfolios, although we believe that our deferral programs have been effective to date in mitigating the effect of COVID-19, the ultimate effects of COVID-19 on the consumer portfolio remains to be seen. In addition, we increased our allowance for loan losses on consumer loans, and continued to monitor our loan portfolios as market conditions changed in both March and June of 2020. Overall, the effects of the pandemic on us could be exacerbated given that our business model is largely consumer-directed and the pandemic, and preventative measures taken to contain or mitigate the pandemic, had and may increasingly have significant negative effects on consumer discretionary spending.

With our medallion business, we also adjusted our payment policies and procedures and allowed borrowers to defer payments up to 180 days. As of December 31, 2020, there were no medallion loans on deferral and we determined that anticipated payment activity on our medallion portfolio was impossible to quantify upon exit of the deferral moratorium, and therefore deemed all such loans as impaired. As a result, all medallion loans were placed on nonaccrual and written down to a net collateral value of $90,300 for New York City medallions along with write downs in most other markets during the 2020 third quarter and we wrote down the New York City collateral an additional $10,800, to $79,500 net in the 2020 fourth quarter. These writedowns of the medallion assets led to an increase of provision of approximately $25,945,000 related to medallion loans and approximately an additional $20,142,000 related to collateral write down on other owned assets.

Substantially all our medallion loans and related assets are concentrated in New York City. As a result of the COVID-19 pandemic, in March 2020, the Governor of New York State declared states of emergency for both the State and City of New York, and, since March 2020, economic activity generally and taxi ridership in particular have decreased dramatically in New York City. Despite New York City’s phased reopening plan, there has not been a substantial increase in ridership and gross meter fares. The extent to which the COVID-19 pandemic will continue to adversely affect New York City taxi medallion owners and, by extension, our medallion loans and related assets will depend on future developments, which are highly uncertain and cannot be predicted, including the scope and duration of the pandemic, actions taken by governmental authorities, and the direct and indirect impact of the pandemic on taxi medallion owners and the behaviors of people who have historically taken taxis.

Since March 31, 2020, payments on medallion loans have decreased significantly compared to the payments during the first quarter of 2020 and in prior periods. We are actively engaged with many borrowers about modifying their loan agreements, and as a result, we placed all medallion loans on TDR as we work with borrowers. We will continue to monitor our medallion loan portfolio and related assets, which may result in additional write-downs, charge-offs or impairments, the impact of which could be material to our results of operations and financial condition.

In regards to our commercial business, many of our mezzanine portfolio companies were able to access the Paycheck Protection Program, providing needed liquidity during a period of depressed market demands. For the mezzanine portfolio, performance is slowly recovering although lingering impacts of COVID-19 continues to weigh on performance. Refer to “Risk Factors -- The ongoing COVID-19 pandemic, and the related significant negative impact on the global economy and financial markets, have had and could further have a material adverse impact on our business, operating results, and financial condition.”

38


 

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

We follow financial accounting and reporting policies that are in accordance with GAAP. Some of these significant accounting policies require management to make difficult, subjective or complex judgments. The policies noted below, however, are deemed to be our “critical accounting policies” under the definition given to this term by the SEC. According to the SEC, “critical accounting policies” mean those policies that are most important to the presentation of a company’s financial condition and results of operations, and require management’s most difficult, subjective, or complex judgments, often as a result of the need to make estimates about the effect of matters that are inherently uncertain.

The judgments used by management in applying the critical accounting policies may be affected by deterioration in the economic environment, which may result in changes to future financial results. Specifically, subsequent evaluations of the loan portfolio, in light of the factors then prevailing, may result in significant changes to the allowance for loan losses in future periods, and the inability to collect on outstanding loans could result in increased loan losses.

Allowance for Loan Losses

In analyzing the adequacy of the allowance for loan losses, the Company uses historical delinquency and actual loss rates with a three-year look-back period for medallion loans and a one-year look-back period for recreation and home improvement loans, and uses historical loss experience and other projections for commercial loans. The allowance is evaluated on a regular basis by management and is based upon management’s periodic review of the collectability of the loans in light of historical experience, the nature and size of the loan portfolio, adverse situations that may affect the borrower’s ability to repay, estimated value of any underlying collateral, prevailing economic conditions, and excess concentration risks. This evaluation is inherently subjective, as it requires estimates that are susceptible to significant revision as more information becomes available.

Our methodology to calculate the general reserve portion of the allowance includes the use of quantitative and qualitative factors. We initially determine an allowance based on quantitative loss factors for loans evaluated collectively for impairment. The quantitative loss factors are based primarily on historical loss rates, after considering loan type, historical loss and delinquency experience. The quantitative loss factors applied in the methodology are periodically re-evaluated and adjusted to reflect changes in historical loss levels or other risks. Qualitative loss factors are used to modify the reserve determined by the quantitative factors and are designed to account for losses that may not be included in the quantitative calculation according to management’s best judgment. Performing loans are recorded at book value and the general reserve maintained to absorb expected losses consistent with GAAP.

All medallion loans that reach 90 days or more delinquent require a specific allowance for those loans, which is determined on an individual basis. We deem a loan impaired when, based on current information and events, it is probable that we will be unable to collect the amounts due in accordance with the original contractual terms of the loan agreement, including scheduled principal and interest payments. All impaired loans also require a specific allowance. We charge-off loans in the period that such loans are deemed uncollectible or when they reach 120 days delinquent regardless of whether the loan is a recreation, home improvement, or medallion loan.

The methodology used in the periodic review of reserve adequacy, which is performed at least quarterly, is designed to be responsive to changes in portfolio credit quality and inherent credit losses. The changes are reflected in both the pooled formula reserve and in specific reserves as the collectability of larger classified loans is regularly recalculated with new information as it becomes available. Management is primarily responsible for the overall adequacy of the allowance.

Medallion Loan Collateral Valuation

Due to the low volume of market transfer activity as medallion values declined in recent years, the determination of taxi medallion collateral fair value has been derived quarterly for each jurisdiction taking into consideration recent market transfer activity, to the extent it is available, as well as a discounted cash flow model when trading activity alone was deemed insufficient or unreliable. In general, recent market transfers published by each jurisdiction have been analyzed to derive the median transfer activity value.  However, depending on the circumstances, when analyzing transfer activity, transactions which management determined from available information not to be arms-length have been excluded from the calculation of the median transfer value. When discounted cash flow models have been used, significant inputs typically include the discount rate, taxi fare/lease revenue, and associated expenses such as vehicle costs, fuel, credit card processing fees, repair costs, and insurance premiums. A higher discount rate, lower taxi fare/lease revenue and higher associated expenses would each produce a lower fair value. At period end, the transfer activity and, if applicable, discounted cash flow values, are taken into consideration to arrive at a fair value of the medallion collateral in each jurisdiction. For the current period, transfer activity was the primary consideration utilized in our valuation process.

39


 

Goodwill and Intangible Assets

Goodwill and intangible assets arose as a result of the excess of the fair value that was determined by an independent third party expert over the book value of several of our previously unconsolidated portfolio investment companies as of April 2, 2018. Goodwill is tested annually for impairment by a third party expert and is reviewed by management quarterly. For the annual goodwill testing, the assessment is based upon the Bank goodwill of $150,803,000 and the race organization intangible asset of $26,165,000, both of which utilized a step zero qualitative impairment analysis based on historical and projected financial data. The Bank-related intangible assets are amortized over their approximate useful life.

Deferred Taxes

Deferred taxes reflect the impact of temporary differences between the carrying amount of assets and liabilities and their tax basis and are stated at tax rates expected to be in effect when taxes are actually paid or recovered. Deferred tax assets are recognized subject to management’s judgment that it is more like than not that it will be recognized. In addition, a valuation allowance is recorded when it is deemed that some or all of the deferred tax assets will not be realized due to the temporary differences.

40


 

Average Balances and Rates

The following table shows the Company’s consolidated average balance sheets, interest income and expense, and the average interest earning/bearing assets and liabilities, and which reflect the average yield on assets and average costs on liabilities as of and for the twelve months ended December 31, 2020 and 2019 and the nine months ended December 31, 2018.

 

 

 

Twelve Months Ended December 31,

 

 

Nine Months Ended December 31,

 

 

 

2020

 

 

2019

 

 

2018

 

(Dollars in thousands)

 

Average

Balance

 

 

Interest

 

 

Average

Yield/Cost

 

 

Average

Balance

 

 

Interest

 

 

Average

Yield/Cost

 

 

Average

Balance

 

 

Interest

 

 

Average

Yield/Cost

 

Interest-earning assets

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest earning cash equivalents

 

$

1,528

 

 

$

37

 

 

 

2.42

%

 

$

 

 

$

 

 

 

0.00

%

 

$

 

 

$

 

 

 

0.00

%

Federal funds sold

 

 

65,783

 

 

 

129

 

 

 

0.20

 

 

 

36,444

 

 

 

574

 

 

 

1.58

 

 

 

45,836

 

 

 

508

 

 

 

1.47

 

Investment securities

 

 

46,691

 

 

 

997

 

 

 

2.14

 

 

 

45,283

 

 

 

1,285

 

 

 

2.84

 

 

 

44,789

 

 

 

850

 

 

 

2.52

 

Loans

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Recreation

 

 

743,118

 

 

 

110,706

 

 

 

14.90

 

 

 

646,425

 

 

 

99,463

 

 

 

15.39

 

 

 

579,440

 

 

 

68,870

 

 

 

15.78

 

Home improvement

 

 

282,202

 

 

 

27,273

 

 

 

9.66

 

 

 

209,842

 

 

 

19,943

 

 

 

9.50

 

 

 

187,570

 

 

 

12,799

 

 

 

9.06

 

Commercial

 

 

69,293

 

 

 

7,334

 

 

 

10.58

 

 

 

63,039

 

 

 

7,632

 

 

 

12.11

 

 

 

78,501

 

 

 

7,459

 

 

 

12.61

 

Medallion

 

 

71,821

 

 

 

(1,518

)

 

 

(2.11

)

 

 

127,109

 

 

 

3,665

 

 

 

2.88

 

 

 

234,476

 

 

 

6,317

 

 

 

3.58

 

Strategic partnerships

 

 

9

 

 

 

4

 

 

 

44.44

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total loans

 

 

1,166,443

 

 

 

143,799

 

 

 

12.33

 

 

 

1,046,415

 

 

 

130,703

 

 

 

12.49

 

 

 

1,079,987

 

 

 

95,445

 

 

 

11.73

 

Total interest-earning assets

 

 

1,280,445

 

 

 

144,962

 

 

 

11.32

 

 

 

1,128,142

 

 

 

132,562

 

 

 

11.75

 

 

 

1,170,612

 

 

 

96,803

 

 

 

10.98

 

Non-interest-earning assets

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash

 

 

19,312

 

 

 

 

 

 

 

 

 

 

 

30,494

 

 

 

 

 

 

 

 

 

 

 

12,131

 

 

 

 

 

 

 

 

 

Equity investments

 

 

10,385

 

 

 

 

 

 

 

 

 

 

 

9,560

 

 

 

 

 

 

 

 

 

 

 

10,665

 

 

 

 

 

 

 

 

 

Loan collateral in process of foreclosure(1)

 

 

50,893

 

 

 

 

 

 

 

 

 

 

 

51,924

 

 

 

 

 

 

 

 

 

 

 

56,397

 

 

 

 

 

 

 

 

 

Goodwill and intangible assets

 

 

202,618

 

 

 

 

 

 

 

 

 

 

 

204,063

 

 

 

 

 

 

 

 

 

 

 

210,441

 

 

 

 

 

 

 

 

 

Income tax receivable

 

 

702

 

 

 

 

 

 

 

 

 

 

 

771

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other assets

 

 

47,488

 

 

 

 

 

 

 

 

 

 

 

44,252

 

 

 

 

 

 

 

 

 

 

 

37,542

 

 

 

 

 

 

 

 

 

Total non-interest-earning assets

 

 

331,398

 

 

 

 

 

 

 

 

 

 

 

341,064

 

 

 

 

 

 

 

 

 

 

 

327,176

 

 

 

 

 

 

 

 

 

Total assets

 

$

1,611,843

 

 

 

 

 

 

 

 

 

 

$

1,469,206

 

 

 

 

 

 

 

 

 

 

$

1,497,788

 

 

 

 

 

 

 

 

 

Interest-bearing liabilities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Deposits

 

$

1,043,096

 

 

$

22,330

 

 

 

2.14

%

 

$

916,416

 

 

$

22,521

 

 

 

2.46

%

 

$

891,588

 

 

$

14,230

 

 

 

2.12

%

DZ loan

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

67,935

 

 

 

2,126

 

 

 

4.15

 

SBA debentures and borrowings

 

 

71,490

 

 

 

2,633

 

 

 

3.68

 

 

 

76,544

 

 

 

2,985

 

 

 

3.90

 

 

 

79,157

 

 

 

2,300

 

 

 

3.86

 

Retail and privately placed notes

 

 

70,384

 

 

 

6,813

 

 

 

9.68

 

 

 

59,252

 

 

 

5,789

 

 

 

9.77

 

 

 

33,625

 

 

 

2,625

 

 

 

10.36

 

Preferred securities

 

 

33,000

 

 

 

966

 

 

 

2.97

 

 

 

33,000

 

 

 

1,522

 

 

 

4.61

 

 

 

33,000

 

 

 

1,111

 

 

 

4.47

 

Notes payable to banks

 

 

32,246

 

 

 

1,246

 

 

 

3.86

 

 

 

45,506

 

 

 

2,069

 

 

 

4.55

 

 

 

67,732

 

 

 

2,305

 

 

 

4.52

 

Other borrowings

 

 

8,270

 

 

 

163

 

 

 

1.97

 

 

 

8,028

 

 

 

159

 

 

 

1.98

 

 

 

8,286

 

 

 

119

 

 

 

1.91

 

Total interest-bearing liabilities

 

 

1,258,486

 

 

 

34,151

 

 

 

2.71

 

 

 

1,138,746

 

 

 

35,045

 

 

 

3.08

 

 

 

1,181,323

 

 

 

24,816

 

 

 

2.79

 

Non-interest-bearing liabilities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Deferred tax liability

 

 

4,959

 

 

 

 

 

 

 

 

 

 

 

7,602

 

 

 

 

 

 

 

 

 

 

 

1,549

 

 

 

 

 

 

 

 

 

Other liabilities (2)

 

 

29,174

 

 

 

 

 

 

 

 

 

 

 

28,331

 

 

 

 

 

 

 

 

 

 

 

22,743

 

 

 

 

 

 

 

 

 

Total non-interest-bearing liabilities

 

 

34,133

 

 

 

 

 

 

 

 

 

 

 

35,933

 

 

 

 

 

 

 

 

 

 

 

24,292

 

 

 

 

 

 

 

 

 

Total liabilities

 

 

1,292,619

 

 

 

 

 

 

 

 

 

 

 

1,174,679

 

 

 

 

 

 

 

 

 

 

 

1,205,615

 

 

 

 

 

 

 

 

 

Non-controlling interest

 

 

71,904

 

 

 

 

 

 

 

 

 

 

 

31,450

 

 

 

 

 

 

 

 

 

 

 

27,318

 

 

 

 

 

 

 

 

 

Total stockholders’ equity

 

 

247,320

 

 

 

 

 

 

 

 

 

 

 

263,077

 

 

 

 

 

 

 

 

 

 

 

264,855

 

 

 

 

 

 

 

 

 

Total liabilities and stockholders’ equity

 

$

1,611,843

 

 

 

 

 

 

 

 

 

 

$

1,469,206

 

 

 

 

 

 

 

 

 

 

$

1,497,788

 

 

 

 

 

 

 

 

 

Net interest income

 

 

 

 

 

$

110,811

 

 

 

 

 

 

 

 

 

 

$

97,517

 

 

 

 

 

 

 

 

 

 

$

71,987

 

 

 

 

 

Net interest margin

 

 

 

 

 

 

 

 

 

 

8.65

%

 

 

 

 

 

 

 

 

 

 

8.64

%

 

 

 

 

 

 

 

 

 

 

8.19

%

 

 

(1)

Includes financed sales of this collateral to third parties reported separately from the loan portfolio, and that are conducted by the Bank of $3,535, $8,163 and $3,134 as of December 31, 2020, 2019 and 2018.

 

(2)

Includes deferred financing costs of $5,805 and $5,105 as of December 31, 2020 and 2019.

During the twelve months ended December 31, 2020, our net loans receivable yielded 12.33% (compared to 12.49% for the twelve months ended December 31, 2019), mainly driven by the slight decline in the recreation loan average yield, which had been driven by the increase in the reserves as a result of COVID-19 as well as lower interest due to deferrals granted during the year. In addition, in 2020 there was a decline on the commercial loan yield as a result of the increase in non-accrual loans, and in the medallion

41


 

portfolio, also due to all loans being placed on non-accrual. The debt, mainly certificates of deposit, helps fund the growing consumer loan business and as market rates have decreased, so has the average cost of borrowing.

Rate/Volume Analysis

The following table presents the change in interest income and expense due to changes in the average balances (volume) and average rates, calculated for the twelve months ended December 31, 2020 and 2019 and the nine months ended December 31, 2018.

 

 

 

Twelve Months Ended December 31,

 

 

Nine Months Ended December 31,

 

 

 

2020

 

 

2019

 

 

2018

 

(Dollars in thousands)

 

Increase

(Decrease)

In Volume

 

 

Increase

(Decrease)

In Rate

 

 

Net Change

 

 

Increase

(Decrease)

In Volume

 

 

Increase

(Decrease)

In Rate

 

 

Net Change

 

 

Increase

(Decrease)

In Volume

 

 

Increase

(Decrease)

In Rate

 

 

Net Change

 

Interest-earning assets

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest earning cash and cash equivalents

 

$

29

 

 

$

 

 

$

29

 

 

$

 

 

$

 

 

$

 

 

$

 

 

$

 

 

$

 

Federal funds sold

 

 

472

 

 

 

(910

)

 

 

(438

)

 

 

(294

)

 

 

75

 

 

 

(219

)

 

 

142

 

 

 

18

 

 

 

160

 

Investment securities

 

 

46

 

 

 

(332

)

 

 

(286

)

 

 

3

 

 

 

129

 

 

 

132

 

 

 

30

 

 

 

12

 

 

 

42

 

Loans

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Recreation

 

 

15,078

 

 

 

(3,832

)

 

 

11,246

 

 

 

10,531

 

 

 

(2,756

)

 

 

7,775

 

 

 

2,089

 

 

 

(1,427

)

 

 

662

 

Home improvement

 

 

6,933

 

 

 

396

 

 

 

7,329

 

 

 

2,558

 

 

 

487

 

 

 

3,045

 

 

 

28

 

 

 

160

 

 

 

188

 

Commercial

 

 

803

 

 

 

(1,101

)

 

 

(298

)

 

 

(1,933

)

 

 

(850

)

 

 

(2,783

)

 

 

(153

)

 

 

314

 

 

 

161

 

Medallion

 

 

(1,734

)

 

 

(3,448

)

 

 

(5,182

)

 

 

(2,245

)

 

 

(972

)

 

 

(3,217

)

 

 

(962

)

 

 

(1,460

)

 

 

(2,422

)

Strategic partnerships

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total loans

 

 

21,080

 

 

 

(7,985

)

 

 

13,095

 

 

 

8,911

 

 

 

(4,091

)

 

 

4,820

 

 

 

1,002

 

 

 

(2,413

)

 

 

(1,411

)

Total interest-earning assets

 

$

21,627

 

 

$

(9,227

)

 

$

12,400

 

 

$

8,620

 

 

$

(3,887

)

 

$

4,733

 

 

$

1,174

 

 

$

(2,383

)

 

$

(1,209

)

Interest-bearing liabilities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Deposits

 

$

3,213

 

 

$

(3,402

)

 

$

(189

)

 

$

409

 

 

$

2,913

 

 

$

3,322

 

 

$

218

 

 

$

1,203

 

 

$

1,421

 

DZ loan

 

 

 

 

 

 

 

 

 

 

 

(2,367

)

 

 

 

 

 

(2,367

)

 

 

(679

)

 

 

(41

)

 

 

(720

)

SBA debentures and borrowings

 

 

(190

)

 

 

(162

)

 

 

(352

)

 

 

(130

)

 

 

32

 

 

 

(98

)

 

 

32

 

 

 

(2

)

 

 

30

 

Retail and privately placed notes

 

 

1,093

 

 

 

(69

)

 

 

1,024

 

 

 

2,464

 

 

 

(172

)

 

 

2,292

 

 

 

 

 

 

(19

)

 

 

(19

)

Preferred securities

 

 

 

 

 

(557

)

 

 

(557

)

 

 

 

 

 

24

 

 

 

24

 

 

 

 

 

 

79

 

 

 

79

 

Notes payable to banks

 

 

(515

)

 

 

(308

)

 

 

(823

)

 

 

(979

)

 

 

32

 

 

 

(947

)

 

 

(190

)

 

 

108

 

 

 

(82

)

Other borrowings

 

 

1

 

 

 

2

 

 

 

3

 

 

 

1

 

 

 

(2

)

 

 

(1

)

 

 

2

 

 

 

4

 

 

 

6

 

Total interest-bearing liabilities

 

$

3,602

 

 

$

(4,496

)

 

$

(894

)

 

$

(602

)

 

$

2,827

 

 

$

2,225

 

 

$

(617

)

 

$

1,332

 

 

$

715

 

Net

 

$

18,025

 

 

$

(4,731

)

 

$

13,294

 

 

$

9,222

 

 

$

(6,714

)

 

$

2,508

 

 

$

1,791

 

 

$

(3,715

)

 

$

(1,924

)

 

During the twelve months ended December 31, 2020, interest income increased primarily due to the increased volume of our consumer loan portfolios, even as the average rate decreased on the recreation loan portfolio. Additionally, we continued to see a decline in our overall medallion portfolio as all loans had been placed on non-accrual, and they have continued to age 120 days or more past due and be charged-off to loan collateral in process of foreclosure. Interest expense decreased for 2020 primarily driven by the overall decrease in borrowing rates, mainly on the deposits.

 

Our interest expense is driven by the interest rates payable on our bank certificates of deposit, short-term credit facilities with banks, fixed-rate, long-term debentures issued to the SBA, and other short-term notes payable. The Bank issues brokered bank certificates of deposit, which are our lowest borrowing costs. The Bank is able to bid on these deposits at a wide variety of maturity levels which allows for improved interest rate management strategies.

Our cost of funds is primarily driven by the rates paid on our various debt instruments and their relative mix, and changes in the levels of average borrowings outstanding. See Note 6 to the consolidated financial statements for details on the terms of our outstanding debt. Our debentures issued to the SBA typically have terms of ten years.

42


 

We measure our borrowing costs as our aggregate interest expense for all of our interest-bearing liabilities divided by the average amount of such liabilities outstanding during the period. The tables above as well as below show the average borrowings and related borrowing costs for the years ended December 31, 2020, 2019 and 2018.

 

(Dollars in thousands)

 

Interest

Expense

 

 

Average

Balance

 

 

Average

Borrowing

Costs

 

December 31, 2018 (1)

 

 

 

 

 

 

 

 

 

 

 

 

Deposits

 

$

14,230

 

 

$

891,588

 

 

 

2.14

%

DZ loan

 

 

2,928

 

 

 

81,256

 

 

 

3.60

 

SBA debentures and borrowings

 

 

3,049

 

 

 

79,016

 

 

 

3.86

 

Notes payable to banks

 

 

3,118

 

 

 

71,353

 

 

 

4.37

 

Retail notes

 

 

3,500

 

 

 

33,625

 

 

 

10.41

 

Preferred securities

 

 

1,423

 

 

 

33,000

 

 

 

4.31

 

Other borrowings

 

 

119

 

 

 

8,286

 

 

 

1.93

 

Total borrowings

 

$

28,367

 

 

$

1,198,124

 

 

 

2.37

 

 

 

(1)

Balance includes the nine months ended December 31, 2018 under Bank Holding Company Accounting and three months ended March 31, 2018 under Investment Company Accounting.

We continue to seek SBA funding through Medallion Capital to the extent it offers attractive rates. SBA financing subjects its recipients to limits on the amount of secured bank debt they may incur. We use SBA funding to fund loans that qualify under the Small Business Investment Act of 1985, as amended, or the SBIA, and SBA regulations. In July 2020, we obtained a $25,000,000 commitment from the SBA. We believe that financing operations primarily with short-term floating rate secured bank debt has generally decreased our interest expense, but has also increased our exposure to the risk of increases in market interest rates, which we mitigate with certain interest rate strategies. At December 31, 2020 and 2019, short-term adjustable rate debt constituted 4% of total debt.

Loans

The gross loans are reported at the principal amount outstanding, inclusive of deferred loan acquisition costs, which primarily includes deferred fees paid to loan originators, and which is amortized to interest income over the life of the loan. During the twelve months ended December 31, 2020 and 2019, there was continued growth in the consumer lending segments, which was partially offset by the continued shrinkage of the medallion portfolio as loans have continued to age over 120 days and be transferred to loan collateral in the process of foreclosure and payments received from borrowers. In addition, as a result of the COVID-19 pandemic, there was an increase in charge-offs and loans transferred for the medallion segment.

 

Twelve Months Ended December 31, 2020

(Dollars in thousands)

 

Recreation

 

 

Home

Improvement

 

 

Commercial

 

 

Medallion

 

 

Strategic Partnership

 

 

Total

 

Gross loans – December 31, 2019

 

$

713,332

 

 

$

247,324

 

 

$

69,767

 

 

$

130,432

 

 

$

 

 

$

1,160,855

 

Loan originations

 

 

294,885

 

 

 

193,098

 

 

 

7,575

 

 

 

 

 

 

1,663

 

 

 

497,221

 

Principal payments, sales, and maturities

 

 

(187,989

)

 

 

(105,813

)

 

 

(13,183

)

 

 

(13,207

)

 

 

(1,639

)

 

 

(321,831

)

Charge-offs, net

 

 

(14,457

)

 

 

(1,229

)

 

 

(28

)

 

 

(42,648

)

 

 

 

 

 

(58,362

)

Transfer to loan collateral in process of foreclosure, net

 

 

(14,871

)

 

 

 

 

 

 

 

 

(32,383

)

 

 

 

 

 

(47,254

)

Amortization of origination costs

 

 

(7,809

)

 

 

1,910

 

 

 

8

 

 

 

(131

)

 

 

 

 

 

(6,022

)

Amortization of loan premium

 

 

(191

)

 

 

(320

)

 

 

 

 

 

(2,531

)

 

 

 

 

 

(3,042

)

FASB origination costs, net

 

 

9,786

 

 

 

(937

)

 

 

 

 

 

36

 

 

 

 

 

 

8,885

 

Paid-in-kind interest

 

 

 

 

 

 

 

 

1,188

 

 

 

 

 

 

 

 

 

1,188

 

Transfer to other foreclosed property

 

 

 

 

 

 

 

 

 

 

 

(1,800

)

 

 

 

 

 

(1,800

)

Gross loans – December 31, 2020

 

$

792,686

 

 

$

334,033

 

 

$

65,327

 

 

$

37,768

 

 

$

24

 

 

$

1,229,838

 

43


 

 

 

Twelve Months Ended December 31, 2019

(Dollars in thousands)

 

Recreation

 

 

Home

Improvement

 

 

Commercial

 

 

Medallion

 

 

Total

 

Gross loans – December 31, 2018

 

$

587,038

 

 

$

183,155

 

 

$

64,083

 

 

$

183,606

 

 

$

1,017,882

 

Loan originations

 

 

301,403

 

 

 

142,112

 

 

 

18,578

 

 

 

 

 

 

462,093

 

Principal payments, sales, and maturities

 

 

(146,873

)

 

 

(76,157

)

 

 

(13,553

)

 

 

(15,070

)

 

 

(251,653

)

Charge-offs, net

 

 

(17,419

)

 

 

(786

)

 

 

(819

)

 

 

(18,664

)

 

 

(37,688

)

Transfer to loan collateral in process of foreclosure, net

 

 

(14,512

)

 

 

 

 

 

 

 

 

(16,836

)

 

 

(31,348

)

Amortization of origination costs

 

 

(6,428

)

 

 

1,561

 

 

 

34

 

 

 

(119

)

 

 

(4,952

)

Amortization of loan premium

 

 

(247

)

 

 

(416

)

 

 

 

 

 

(2,626

)

 

 

(3,289

)

FASB origination costs, net

 

 

10,370

 

 

 

(2,145

)

 

 

610

 

 

 

141

 

 

 

8,976

 

Paid-in-kind interest

 

 

 

 

 

 

 

 

834

 

 

 

 

 

 

834

 

Gross loans – December 31, 2019

 

$

713,332

 

 

$

247,324

 

 

$

69,767

 

 

$

130,432

 

 

$

1,160,855

 

The following table presents the approximate maturities and sensitivity to change in interest rates for our loans as of December 31, 2020.

 

 

 

Loan Maturity

 

 

(Dollars in thousands)

 

Within 1 year

 

 

After 1 to 5 years

 

 

After 5 to 15 years

 

 

After 15 years

 

 

Total

 

Fixed-rate

 

$

25,031

 

 

$

172,189

 

 

$

947,738

 

 

$

46,749

 

 

$

1,191,707

 

     Recreation

 

 

1,690

 

 

 

76,079

 

 

 

678,714

 

 

 

59

 

 

 

756,542

 

     Home improvement

 

 

13,777

 

 

 

17,494

 

 

 

258,924

 

 

 

46,690

 

 

 

336,885

 

     Commercial

 

 

74

 

 

 

53,373

 

 

 

10,100

 

 

 

 

 

 

63,547

 

    Medallion

 

 

9,490

 

 

 

25,243

 

 

 

 

 

 

 

 

 

34,733

 

Adjustable-rate

 

$

6,522

 

 

 

7,498

 

 

 

26

 

 

 

 

 

 

14,046

 

     Recreation

 

 

5,101

 

 

 

5,706

 

 

 

26

 

 

 

 

 

 

10,833

 

     Home improvement

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

     Commercial

 

 

 

 

 

1,792

 

 

 

 

 

 

 

 

 

1,792

 

    Medallion

 

 

1,421

 

 

-

 

 

 

 

 

 

 

 

 

1,421

 

Total loans(1)(2)

 

$

31,553

 

 

$

179,687

 

 

$

947,764

 

 

$

46,749

 

 

$

1,205,753

 

 

(1)

Excludes strategic partnership loans.

 

(2)

As of December 31, 2020, there were no floating-rate loans.

44


 

 

Provision and Allowance for Loan Loss

During the twelve months ended December 31, 2020, New York taxi medallion values decreased to a net realizable value of $79,500, from $167,000 at December 31, 2019, and all medallions were deemed impaired due to the current COVID-19 pandemic. The impairment and decline in medallion values led to an increase in provision of approximately $25,945. For certain consumer loans, the reserve percentages were increased 25-100 basis points, also due to the COVID-19 pandemic. Both consumer and medallion loans were placed on deferral during the year, but as loans were no longer in deferral, there was continuing aging of recreation and medallion loans to 120 days or more, and charged-down to their collateral value. For the twelve months ended December 31, 2019, New York taxi medallion values decreased from $181,000 to $167,000.

 

 

 

Twelve Months Ended December 31,

 

(Dollars in thousands)

 

2020

 

 

2019

 

Allowance for loan losses – beginning balance

 

$

46,093

 

 

$

36,395

 

Charge-offs

 

 

 

 

 

 

 

 

Recreation

 

 

(23,543

)

 

 

(24,433

)

Home improvement

 

 

(2,909

)

 

 

(2,504

)

Commercial

 

 

(31

)

 

 

(819

)

Medallion

 

 

(49,361

)

 

 

(22,205

)

Total charge-offs

 

 

(75,844

)

 

 

(49,961

)

Recoveries

 

 

 

 

 

 

 

 

Recreation

 

 

9,086

 

 

 

7,014

 

Home improvement

 

 

1,680

 

 

 

1,718

 

Commercial

 

 

3

 

 

 

 

Medallion

 

 

6,713

 

 

 

3,541

 

Total recoveries

 

 

17,482

 

 

 

12,273

 

Net charge-offs (1)

 

 

(58,362

)

 

 

(37,688

)

Provision for loan losses

 

 

69,817

 

 

 

47,386

 

Allowance for loan losses – ending balance (2) (3)

 

$

57,548

 

 

$

46,093

 

 

(1)

As of December 31, 2020, net cumulative charge-offs of loans and loan collateral in process of foreclosure in the medallion portfolio were $279,188, some of which represents collection opportunities for the Company.

(2)

As of December 31, 2020, the general reserves previously recorded for the Company’s medallion loan portfolio had been reversed as all loans had been deemed impaired and written down to collateral value.

(3)

As of December 31, 2020, there was no allowance for loan loss and net charge-offs related to the strategic partnership loans.

The following tables set forth the allowance for loan losses by type as of December 31, 2020 and 2019.

 

December 31, 2020

(Dollars in thousands)

 

Amount

 

 

Percentage

of Allowance

 

 

Allowance as

a Percent of

Loan Category

 

 

Allowance as a Percent of Nonaccrual

 

Recreation

 

$

27,348

 

 

 

48

%

 

 

3.45

%

 

 

378.20

%

Home improvement

 

 

5,157

 

 

 

9

 

 

 

1.54

 

 

NM

 

Commercial

 

 

 

 

 

 

 

 

 

 

 

 

Medallion

 

 

25,043

 

 

 

43

 

 

 

66.31

 

 

 

68.01

 

Total

 

$

57,548

 

 

 

100

%

 

 

4.68

%

 

 

93.17

%

 

December 31, 2019

(Dollars in thousands)

 

Amount

 

 

Percentage

of Allowance

 

 

Allowance as

a Percent of

Loan Category

 

 

Allowance as a Percent of Nonaccrual

 

Recreation

 

$

18,075

 

 

 

39

%

 

 

2.53

%

 

 

228.25

%

Home improvement

 

 

2,608

 

 

 

6

 

 

 

1.05

 

 

NM

 

Commercial

 

 

 

 

 

 

 

 

 

 

 

 

Medallion

 

 

25,410

 

 

 

55

 

 

 

19.48

 

 

 

389.84

 

Total

 

$

46,093

 

 

 

100

%

 

 

3.97

%

 

 

174.04

%

45


 

 

 

As of December 31, 2020, there was an increase in the allowance for loan losses as related to the recreation loan portfolio as compared to December 31, 2019. This change was due to the significant increase in loans originated during the year, along with the increased in reserve percentages as a result of the COVID-19 pandemic. For the medallion loans, there was a significant increase in the reserve as a percentage of the total loans which had been driven by all medallion loans being deemed impaired, and also driven by the COVID-19 pandemic.

 

The following table sets forth the pre-tax changes in our unrealized appreciation (depreciation) on investments, for the three months ended March 31, 2018 under Investment Company Accounting.

 

(Dollars in thousands)

 

Medallion

Loans

 

 

Commercial

Loans

 

 

Investments

in

Subsidiaries

 

 

Equity

Investments

 

 

Investments

Other Than

Securities

 

 

Total

 

Balance December 31, 2017

 

$

(20,338

)

 

$

(513

)

 

$

158,920

 

 

$

3,121

 

 

$

(1,490

)

 

$

139,700

 

Net change in unrealized

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Appreciation on investments

 

 

 

 

 

 

 

 

38,795

 

 

 

(998

)

 

 

 

 

 

37,797

 

Depreciation on investments

 

 

(38,170

)

 

 

18

 

 

 

 

 

 

 

 

 

(1,915

)

 

 

(40,067

)

Reversal of unrealized appreciation

   (depreciation) related to realized

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Gains on investments

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Losses on investments

 

 

34,747

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

34,747

 

Balance March 31, 2018

 

 

(23,761

)

 

 

(495

)

 

 

197,715

 

 

 

2,123

 

 

 

(3,405

)

 

 

172,177

 

 

Under both Bank Holding Company Accounting and Investment Company Accounting, we generally follow a practice of discontinuing the accrual of interest income on our loans that are in arrears as to payments for a period of 90 days or more. We deliver a default notice and begin foreclosure and liquidation proceedings when management determines that pursuit of these remedies is the most appropriate course of action under the circumstances. A loan is considered to be delinquent if the borrower fails to make a payment on time; however, during the course of discussion on delinquent status, we may agree to modify the payment terms of the loan with a borrower that cannot make payments in accordance with the original loan agreement. For loan modifications, the loan will only be returned to accrual status if all past due interest and principal payments are brought fully current. For credit that is collateral based, we evaluate the anticipated net residual value we would receive upon foreclosure of such loans, if necessary. There can be no assurance, however, that the collateral securing these loans will be adequate in the event of foreclosure. For credit that is cash flow-based, we assess our collateral position, and evaluate most of these relationships as ongoing businesses, expecting to locate and install a new operator to run the business and reduce the debt. We cannot predict the ultimate impact that the ongoing COVID-19 pandemic will have on the loan portfolios due to the greater than typical uncertainty surrounding COVID-19 and its related significant negative effects on the economy and financial markets.

For the consumer loan portfolio, the process to repossess the collateral is started at 60 days past due. If the collateral is not located and the account reaches 120 days delinquent, the account is charged-off to realized losses. If the collateral is repossessed, a realized loss is recorded to write the collateral down to its net realizable value, and the collateral is sent to auction. When the collateral is sold, the net auction proceeds are applied to the account, and any remaining balance is written off as a realized loss, and any excess proceeds are recorded as a recovery. Proceeds collected on charged-off accounts are recorded as recoveries. All collection, repossession, and recovery efforts are handled on behalf of the Bank by the servicer.

The following table shows the trend in loans 90 days or more past due as of the dates indicated.

 

 

 

December 31, 2020

 

 

December 31, 2019

 

 

December 31, 2018

 

(Dollars in  thousands)

 

Amount

 

 

% (1)

 

 

Amount

 

 

% (1)

 

 

Amount

 

 

% (1)

 

Recreation

 

$

5,343

 

 

 

0.5

%

 

$

5,800

 

 

 

0.5

%

 

$

4,133

 

 

 

0.4

%

Home improvement

 

 

170

 

 

 

0.0

 

 

 

184

 

 

 

0.0

 

 

 

135

 

 

 

0.0

 

Commercial

 

 

75

 

 

 

0.0

 

 

 

107

 

 

 

0.0

 

 

 

279

 

 

 

0.0

 

Medallion

 

 

1,290

 

 

 

0.1

 

 

 

2,572

 

 

 

0.2

 

 

 

16,678

 

 

 

1.7

 

Total loans 90 days or more past due

 

$

6,878

 

 

 

0.6

%

 

$

8,663

 

 

 

0.7

%

 

$

21,225

 

 

 

2.1

%

 

(1)

Percentages are calculated against the total or managed loan portfolio, as appropriate.  

46


 

 

We estimate that the weighted average loan-to-value ratio of our medallion loans was approximately 327%, 190%, and 220% as of December 31, 2020, 2019, and 2018.

Recreation and medallion loans that reach 120 days past due are charged down to collateral value and reclassified to loan collateral in process of foreclosure. The following table shows the activity of loan collateral in process of foreclosure for the twelve months ended December 31, 2020 and 2019.

 

Twelve Months Ended December 31, 2020

(Dollars in thousands)

��

Recreation

 

 

Medallion

 

 

Total

 

Loan collateral in process of foreclosure December 31, 2019

 

$

1,476

 

 

$

51,235

 

 

$

52,711

 

Transfer from loans, net

 

 

14,871

 

 

 

32,403

 

 

 

47,274

 

Sales

 

 

(7,512

)

 

 

(300

)

 

 

(7,812

)

Cash payments received

 

 

 

 

 

(5,687

)

 

 

(5,687

)

Collateral valuation adjustments

 

 

(7,403

)

 

 

(24,523

)

 

 

(31,926

)

Loan collateral in process of foreclosure December 31, 2020

 

$

1,432

 

 

$

53,128

 

 

$

54,560

 

 

Twelve Months Ended December 31, 2019

(Dollars in thousands)

 

Recreation

 

 

Medallion

 

 

Total

 

Loan collateral in process of foreclosure December 31, 2018

 

$

1,503

 

 

$

47,992

 

 

$

49,495

 

Transfer from loans, net

 

 

14,512

 

 

 

16,836

 

 

 

31,348

 

Sales

 

 

(7,591

)

 

 

(1,515

)

 

 

(9,106

)

Cash payments received

 

 

 

 

 

(7,697

)

 

 

(7,697

)

Collateral valuation adjustments

 

 

(6,948

)

 

 

(4,381

)

 

 

(11,329

)

Loan collateral in process of foreclosure December 31, 2019

 

$

1,476

 

 

$

51,235

 

 

$

52,711

 

47


 

 

The following table presents the gain/loss experience on the investment portfolio for the three months ended March 31, 2018 under Investment Company Accounting.

 

(Dollars in thousands)

 

March 31, 2018

 

Realized gains (losses) on loans and equity

   investments

 

 

 

 

Medallion loans

 

$

(34,747

)

Commercial loans

 

 

2

 

Total loans

 

 

(34,745

)

 

 

 

 

 

Total realized losses on loans

   and equity investments

 

$

(34,745

)

Net realized losses on investments at Medallion

   Bank and other controlled subsidiaries

 

 

(23,073

)

 

 

 

 

 

Total managed realized losses on loans

   and equity investments

 

$

(57,818

)

Realized gains (losses) as a % of average

   balances outstanding

 

 

 

 

Medallion loans

 

 

(65.74

)%

Commercial loans

 

 

0.01

 

Total loans

 

 

(45.96

)

 

 

 

 

 

Net investments

 

 

(30.89

)

Net investments at Medallion Bank and other

   controlled subsidiaries

 

 

(9.66

)%

Managed net investments

 

 

(18.22

)%

 

The following table sets forth the pre-tax changes in our unrealized and realized gains and losses in the investment portfolio for the three months ended March 31, 2018 under Investment Company Accounting.

 

(Dollars in thousands)

 

March 31, 2018

 

Net change in unrealized appreciation

   (depreciation) on investments

 

 

 

 

Unrealized appreciation

 

$

(998

)

Unrealized depreciation

 

 

(38,152

)

Net unrealized appreciation on investments in

   Medallion Bank and other controlled subsidiaries

 

 

29,115

 

Realized gains

 

 

 

Realized losses

 

 

34,747

 

Net unrealized losses on investments other than

   securities and other assets

 

 

(1,915

)

Total

 

$

22,797

 

Net realized gains (losses) on investments

 

 

 

 

Realized gains

 

$

 

Realized losses

 

 

(34,747

)

Other gains

 

 

 

Direct recoveries (charge-offs)

 

 

2

 

Total

 

$

(34,745

)

 

48


 

 

SEGMENT RESULTS

We manage our financial results under four operating segments; recreation lending, home improvement lending, commercial lending, and medallion lending. We also show results for two non-operating segments; RPAC and corporate and other investments. All results are for the twelve months ended December 31, 2020 and 2019 and the nine months ended December 31, 2018.

Recreation Lending

The recreation lending segment is a high-growth prime and non-prime consumer finance business which is a significant source of income for us, accounting for 76% and 75% of our interest income for the twelve months ended December 31, 2020 and 2019 and 71% for the nine months ended December 31, 2018. The loans are secured primarily by RVs, boats, and trailers with RV loans making up 60% of the portfolio, boat loans making up 19% of the portfolio, and trailer loans making up 12% of the portfolio as of December 31, 2020, compared to 61%, 19%, and 12% as of December 31, 2019. Recreation loans are made to borrowers residing in all fifty states, with the highest concentrations in Texas, California, and Florida, at 17%, 10%, and 9% of loans outstanding at December 31, 2020 and 2019 and with no other states over 9%.

During the twelve months ended December 31, 2020 and 2019, the recreation portfolio continued to grow, leading to an increase in interest income and net income for the year, even as the allowance percentage increased. During the nine months ended December 31, 2018, the recreation segment grew and also included a third quarter sale of $55,979,000 of recreation loans for a gain of $3,093,000, included in non-interest income (expense).

The following table presents certain financial data and ratios as of and for the twelve months ended December 31, 2020 and 2019 and the nine months ended December 31, 2018.

 

 

 

Twelve Months Ended December 31,

 

 

Nine Months Ended December 31,

 

(Dollars in thousands)

 

2020

 

 

2019

 

 

2018

 

Selected Earnings Data

 

 

 

 

 

 

 

 

 

 

 

 

Total interest income

 

$

110,706

 

 

$

99,463

 

 

$

68,870

 

Total interest expense

 

 

13,013

 

 

 

13,304

 

 

 

6,986

 

Net interest income

 

 

97,693

 

 

 

86,159

 

 

 

61,884

 

Provision for loan losses

 

 

23,736

 

 

 

28,638

 

 

 

15,118

 

Net interest income after loss provision

 

 

73,957

 

 

 

57,521

 

 

 

46,766

 

Total other income (expense), net

 

 

(27,341

)

 

 

(23,490

)

 

 

(14,242

)

Net income before taxes

 

 

46,616

 

 

 

34,031

 

 

 

32,524

 

Income tax provision

 

 

(12,004

)

 

 

(8,813

)

 

 

(8,579

)

Net income after taxes

 

$

34,612

 

 

$

25,218

 

 

$

23,945

 

Balance Sheet Data

 

 

 

 

 

 

 

 

 

 

 

 

Total loans, gross

 

$

792,686

 

 

$

713,332

 

 

$

587,038

 

Total loan allowance

 

 

27,348

 

 

 

18,075

 

 

 

6,856

 

Total loans, net

 

 

765,338

 

 

 

695,257

 

 

 

580,182

 

Total assets

 

 

777,605

 

 

 

707,377

 

 

 

590,746

 

Total borrowings

 

 

621,735

 

 

 

563,805

 

 

 

434,527

 

Selected Financial Ratios

 

 

 

 

 

 

 

 

 

 

 

 

Return on average assets

 

 

4.59

%

 

 

3.84

%

 

 

5.48

%

Return on average equity

 

 

22.93

 

 

 

17.19

 

 

 

22.60

 

Interest yield

 

 

14.90

 

 

 

15.39

 

 

 

15.78

 

Net interest margin

 

 

13.15

 

 

 

13.33

 

 

 

14.18

 

Reserve coverage

 

 

3.45

 

 

 

2.53

 

 

 

1.17

 

Delinquency status (1)

 

 

0.70

 

 

 

0.84

 

 

 

0.73

 

Charge-off%

 

 

1.95

 

 

 

2.69

 

 

 

1.89

 

 

(1)

Loans 90 days or more past due.

49


 

 

Home Improvement Lending

The home improvement lending segment works with contractors and financial service providers to finance residential home improvements and is concentrated in swimming pools, roofs, windows, and solar panels at 27%, 24%, 13%, and 8% at December 31, 2020, as compared to 23%, 21%, 14%, and 12% of total loans outstanding at December 31, 2019, with no other collateral types over 8%. Home improvement loans are made to borrowers residing in all fifty states, with the highest concentrations in Florida, Texas, and Ohio at 11%, 11%, and 9% at December 31, 2020, as compared to 11%, 11%, and 10% of loans outstanding at December 31, 2019, and with no other states over 9%.

For the twelve months ended December 31, 2020 and 2019, the home improvement loan portfolio continued to grow, leading to an increase in interest income and overall net income. In September 2018, we sold $44,909,000 of home improvement loans for a gain of $2,079,000, which is included in other income (expense).

The following table presents certain financial data and ratios as of and for the twelve months ended December 31, 2020 and 2019 and the nine months ended December 31, 2018.

 

 

 

Twelve Months Ended December 31,

 

 

Nine Months Ended December 31,

 

(Dollars in thousands)

 

2020

 

 

2019

 

 

2018

 

Selected Earnings Data

 

 

 

 

 

 

 

 

 

 

 

 

Total interest income

 

$

27,273

 

 

$

19,943

 

 

$

12,799

 

Total interest expense

 

 

5,699

 

 

 

4,757

 

 

 

2,290

 

Net interest income

 

 

21,574

 

 

 

15,186

 

 

 

10,509

 

Provision for loan losses

 

 

3,778

 

 

 

1,598

 

 

 

2,453

 

Net interest income after loss provision

 

 

17,796

 

 

 

13,588

 

 

 

8,056

 

Other income (expense), net

 

 

(9,611

)

 

 

(7,520

)

 

 

(3,093

)

Net income before taxes

 

 

8,185

 

 

 

6,068

 

 

 

4,963

 

Income tax provision

 

 

(2,108

)

 

 

(1,572

)

 

 

(1,319

)

Net income after taxes

 

$

6,077

 

 

$

4,496

 

 

$

3,644

 

Balance Sheet Data

 

 

 

 

 

 

 

 

 

 

 

 

Total loans, gross

 

$

334,033

 

 

$

247,324

 

 

$

183,155

 

Total loan allowance

 

 

5,157

 

 

 

2,608

 

 

 

1,796

 

Total loans, net

 

 

328,876

 

 

 

244,716

 

 

 

181,359

 

Total assets

 

 

340,494

 

 

 

252,704

 

 

 

188,892

 

Total borrowings

 

 

272,284

 

 

 

201,605

 

 

 

143,815

 

Selected Financial Ratios

 

 

 

 

 

 

 

 

 

 

 

 

Return on average assets

 

 

2.07

%

 

 

2.20

%

 

 

2.56

%

Return on average equity

 

 

10.35

 

 

 

10.22

 

 

 

11.30

 

Interest yield

 

 

9.66

 

 

 

9.50

 

 

 

9.06

 

Net interest margin

 

 

7.62

 

 

 

7.24

 

 

 

7.44

 

Reserve coverage

 

 

1.54

 

 

 

1.05

 

 

 

0.98

 

Delinquency status (1)

 

 

0.05

 

 

 

0.07

 

 

 

0.07

 

Charge-off%

 

 

0.44

 

 

 

0.37

 

 

 

0.46

 

 

(1)

Loans 90 days or more past due.

Commercial Lending

We originate both senior and subordinated loans nationwide to businesses in a variety of industries, more than 53% of which are located in the Midwest region, with the rest scattered across the country. These mezzanine loans are primarily secured by a second position on all assets of the businesses and generally range in amount from $2,000,000 to $5,000,000 at origination, and typically include an equity component as part of the financing. The commercial lending business has concentrations in manufacturing and professional, scientific, and technical services making up 57% and 14% of loans outstanding at December 31, 2020, and 63% and 13% at December 31, 2019.

50


 

The following table presents certain financial data and ratios as of and for the twelve months ended December 31, 2020 and 2019 and the nine months ended December 31, 2018. The commercial segment encompasses the mezzanine lending business, and the other legacy commercial loans (immaterial to total) have been allocated to corporate and other investments.

 

 

 

Twelve Months Ended December 31,

 

 

Nine Months Ended December 31,

 

(Dollars in thousands)

 

2020

 

 

2019

 

 

2018

 

Selected Earnings Data

 

 

 

 

 

 

 

 

 

 

 

 

Total interest income

 

$

6,926

 

 

$

7,183

 

 

$

7,076

 

Total interest expense

 

 

2,538

 

 

 

2,833

 

 

 

1,502

 

Net interest income

 

 

4,388

 

 

 

4,350

 

 

 

5,574

 

Provision for loan losses

 

 

 

 

 

364

 

 

 

 

Net interest income after loss provision

 

 

4,388

 

 

 

3,986

 

 

 

5,574

 

Other income (expense), net

 

 

(3,196

)

 

 

(1,149

)

 

 

(1,824

)

Net income before taxes

 

 

1,192

 

 

 

2,837

 

 

 

3,750

 

Income tax provision

 

 

(299

)

 

 

(684

)

 

 

(862

)

Net income after taxes

 

$

893

 

 

$

2,153

 

 

$

2,888

 

Balance Sheet Data

 

 

 

 

 

 

 

 

 

 

 

 

Total loans, gross

 

$

62,037

 

 

$

66,405

 

 

$

59,973

 

Total loan allowance

 

 

 

 

 

 

 

 

 

Total loans, net

 

 

62,037

 

 

 

66,405

 

 

 

59,973

 

Total assets

 

 

80,622

 

 

 

84,924

 

 

 

93,807

 

Total borrowings

 

 

65,924

 

 

 

68,666

 

 

 

53,719

 

Selected Financial Ratios

 

 

 

 

 

 

 

 

 

 

 

 

Return on average assets

 

 

1.07

%

 

 

2.44

%

 

 

4.27

%

Return on average equity

 

 

5.17

 

 

 

12.21

 

 

 

9.43

 

Interest yield

 

 

10.51

 

 

 

11.39

 

 

 

14.25

 

Net interest margin

 

 

6.66

 

 

 

6.90

 

 

 

11.23

 

Reserve coverage(1)

 

 

0.00

 

 

 

0.00

 

 

 

0.00

 

Delinquency status (1) (2)

 

 

0.11

 

 

 

0.15

 

 

 

0.44

 

Charge-off% (3)

 

 

0.04

 

 

 

1.30

 

 

 

0.00

 

 

(1)

Ratio is based off of total commercial balances, and relates solely to the legacy commercial loans balances.

(2)

Loans 90 days or more past due.

(3)

Ratio is based on total commercial lending business, and relates to the total loan business.

 

 

 

 

December 31, 2020

 

 

December 31, 2019

 

Geographic Concentrations

 

Total Gross

Loans

 

 

% of

Market

 

 

Total Gross

Loans

 

 

% of

Market

 

Michigan

 

$

10,461

 

 

 

17

%

 

$

10,331

 

 

 

16

%

Illinois

 

 

9,473

 

 

 

15

 

 

 

9,359

 

 

 

14

 

North Carolina

 

 

6,836

 

 

 

11

 

 

 

5,250

 

 

 

8

 

Minnesota

 

 

5,679

 

 

 

9

 

 

 

9,462

 

 

 

14

 

Texas

 

 

5,559

 

 

 

9

 

 

 

3,306

 

 

 

5

 

California

 

 

5,000

 

 

 

8

 

 

 

4,997

 

 

 

8

 

Other (1)

 

 

19,029

 

 

 

31

 

 

 

23,700

 

 

 

35

 

Total

 

$

62,037

 

 

 

100

%

 

$

66,405

 

 

 

100

%

 

(1)

Includes seven other states, which were all under 7% as of December 31, 2020, and nine other states, which were all under 8% as of December 31, 2019.

51


 

Medallion Lending

The medallion lending segment operates mainly in the New York City, Newark, and Chicago markets. We have a long history of owning, managing, and financing taxi fleets, taxi medallions, and corporate car services. For the twelve months ended December 31, 2020, we saw a significant decline in the medallion collateral value from $167,000 at December 31, 2019 to $79,500 as of December 31, 2020, which was primarily due to the current COVID-19 pandemic, and we recognized an additional net loss of $41,652,000 due to the reserves and write-down of collateral related to the loans in process of foreclosure. Additionally, we had deemed all medallion loans impaired and placed them on nonaccrual in the third quarter of 2020. For the twelve months ended December 31, 2019, we saw the taxi medallion values decline slightly in the New York City and Chicago markets, although we did see an improvement in collections. For the nine months ended December 31, 2018, we saw a leveling off in the medallion values in the New York City market, while in other markets there were declines in values. During the 2018 fourth quarter, we deconsolidated Trust III, which resulted in a gain of $25,325,000, leading to an overall decline in medallion loans. All the loans are secured by the medallions and enhanced by personal guarantees of the shareholders and owners.

 

The following table presents certain financial data and ratios as of and for the twelve months ended December 31, 2020 and 2019 and the nine months ended December 31, 2018. 

 

 

 

Twelve Months Ended December 31,

 

 

Nine Months Ended December 31,

 

(Dollars in thousands)

 

2020

 

 

2019

 

 

2018

 

Selected Earnings Data

 

 

 

 

 

 

 

 

 

 

 

 

Total interest income (loss)

 

$

(1,518

)

 

$

3,665

 

 

$

6,317

 

Total interest expense

 

 

3,610

 

 

 

7,962

 

 

 

10,125

 

Net interest loss

 

 

(5,128

)

 

 

(4,297

)

 

 

(3,808

)

Provision for loan losses

 

 

42,276

 

 

 

16,331

 

 

 

41,437

 

Net interest loss after loss provision

 

 

(47,404

)

 

 

(20,628

)

 

 

(45,245

)

Other income (expense), net

 

 

(30,366

)

 

 

(10,493

)

 

 

9,742

 

Net loss before taxes

 

 

(77,770

)

 

 

(31,121

)

 

 

(35,503

)

Income tax benefit

 

 

19,520

 

 

 

7,596

 

 

 

7,938

 

Net loss after taxes

 

$

(58,250

)

 

$

(23,525

)

 

$

(27,565

)

Balance Sheet Data

 

 

 

 

 

 

 

 

 

 

 

 

Total loans, gross

 

$

37,768

 

 

$

130,432

 

 

$

183,606

 

Total loan allowance

 

 

25,043

 

 

 

25,410

 

 

 

27,743

 

Total loans, net

 

 

12,725

 

 

 

105,022

 

 

 

155,863

 

Total assets

 

 

124,554

 

 

 

217,483

 

 

 

273,501

 

Total borrowings

 

 

98,636

 

 

 

176,825

 

 

 

294,465

 

Selected Financial Ratios

 

 

 

 

 

 

 

 

 

 

 

 

Return on average assets

 

 

(33.21

)%

 

 

(9.73

)%

 

 

(10.13

)%

Return on average equity

 

 

(165.21

)

 

 

(48.49

)

 

NM

 

Interest yield

 

 

(2.11

)

 

 

2.88

 

 

 

3.58

 

Net interest margin

 

 

(7.14

)

 

 

(3.38

)

 

 

(2.16

)

Reserve coverage

 

 

66.31

 

 

 

19.48

 

 

 

15.11

 

Delinquency status (1)

 

 

3.57

 

 

 

2.04

 

 

 

9.43

 

Charge-off%

 

 

59.38

 

 

 

14.68

 

 

 

7.76

 

 

(1)

Loans 90 days or more past due.

 

 

 

December 31, 2020

 

 

December 31, 2019

 

Geographic Concentration

 

Total Gross

Loans

 

 

% of

Market

 

 

Total Gross

Loans

 

 

% of

Market

 

New York City

 

$

33,657

 

 

 

89

%

 

$

115,340

 

 

 

88

%

Newark

 

 

3,811

 

 

 

10

 

 

 

14,316

 

 

 

11

 

All Other

 

 

300

 

 

 

1

 

 

 

776

 

 

 

1

 

Total

 

$

37,768

 

 

 

100

%

 

$

130,432

 

 

 

100

%

52


 

 

 

 

 

December 31, 2020

 

 

December 31, 2019

 

Geographic Concentration

 

Total Loan Collateral in Process of Foreclosure

Loans

 

 

% of

Market

 

 

Total Loan Collateral in Process of Foreclosure

Loans

 

 

% of

Market

 

New York City

 

$

38,738

 

 

 

73

%

 

$

41,494

 

 

 

81

%

Newark

 

 

7,994

 

 

 

15

 

 

 

2,277

 

 

 

4

 

Chicago

 

 

6,057

 

 

 

11

 

 

 

6,425

 

 

 

13

 

All Other

 

 

339

 

 

 

1

 

 

 

1,039

 

 

 

2

 

Total

 

$

53,128

 

 

 

100

%

 

$

51,235

 

 

 

100

%

 

RPAC

We are the majority owner and managing member of RPAC Racing, LLC, a performance and marketing company for NASCAR. Revenues are mainly earned through sponsorships and race winning activity over the ten month race season (February through November) during the year. As a result of COVID-19, the race season was suspended from March 15, 2020 through May 17, 2020. As states began to reopen, NASCAR began racing and completed all races on a revised schedule.

 

The following table presents certain financial data and ratios as of and for the twelve months ended December 31, 2020 and 2019 and the nine months ended December 31, 2018. 

 

 

 

Twelve Months Ended December 31,

 

 

Nine Months Ended December 31,

 

(Dollars in thousands)

 

2020

 

 

2019

 

 

2018

 

Selected Earnings Data

 

 

 

 

 

 

 

 

 

 

 

 

Sponsorship, race winnings, and other income

 

$

20,042

 

 

$

18,742

 

 

$

14,368

 

Race and other expenses

 

 

16,339

 

 

 

15,938

 

 

 

18,597

 

Interest expense

 

 

163

 

 

 

159

 

 

 

121

 

Total expenses

 

 

16,502

 

 

 

16,097

 

 

 

18,718

 

Net income (loss) before taxes

 

 

3,540

 

 

 

2,645

 

 

 

(4,350

)

Income tax (provision) benefit

 

 

(889

)

 

 

(329

)

 

 

1,108

 

Net income (loss) after taxes

 

$

2,651

 

 

$

2,316

 

 

$

(3,242

)

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance Sheet Data

 

 

 

 

 

 

 

 

 

 

 

 

Total assets

 

$

33,711

 

 

$

31,538

 

 

$

29,925

 

Total borrowings

 

 

8,689

 

 

 

7,794

 

 

 

7,649

 

Selected Financial Ratios

 

 

 

 

 

 

 

 

 

 

 

 

Return on average assets

 

 

7.98

%

 

 

7.28

%

 

 

(11.69

)%

Return on average equity

 

NM

 

 

 

(96.37

)

 

NM

 

 

Corporate and Other Investments

This non-operating segment relates to our equity and investment securities as well as our legacy commercial business, other assets, liabilities, revenues, and expenses not allocated to the operating segments. Commencing with the 2020 second quarter, the Bank began issuing loans related to the new strategic partnership business, which is currently included within this segment, for a total of $24,000 of net loans as of December 31, 2020. This segment also reflects the elimination of all intercompany activity among the consolidated entities.

 

The following table presents certain financial data and ratios as of and for the twelve months ended December 31, 2020 and 2019 and the nine months ended December 31, 2018. 

 

53


 

 

(Dollars in thousands)

 

Twelve Months Ended December 31,

 

 

Nine Months Ended December 31,

 

 

 

2020

 

 

2019

 

 

2018

 

Selected Earnings Data

 

 

 

 

 

 

 

 

 

 

 

 

Total interest income

 

$

1,575

 

 

$

2,308

 

 

$

1,741

 

Total interest expense

 

 

9,128

 

 

 

6,030

 

 

 

3,792

 

Net interest loss

 

 

(7,553

)

 

 

(3,722

)

 

 

(2,051

)

Total interest expense

 

 

27

 

 

 

 

 

 

 

Net interest loss

 

 

(7,580

)

 

 

(3,722

)

 

 

(2,051

)

Other income (expense), net

 

 

(11,164

)

 

 

(8,401

)

 

 

(6,489

)

Net loss before taxes

 

 

(18,744

)

 

 

(12,123

)

 

 

(8,540

)

Income tax benefit

 

 

5,854

 

 

 

3,461

 

 

 

1,005

 

Net loss after taxes

 

$

(12,890

)

 

$

(8,662

)

 

$

(7,535

)

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance Sheet Data

 

 

 

 

 

 

 

 

 

 

 

 

Total loans, gross

 

$

3,314

 

 

$

3,362

 

 

$

4,110

 

Total loan allowance

 

 

 

 

 

 

 

 

 

Total loans, net

 

 

3,314

 

 

 

3,362

 

 

 

4,110

 

Total assets

 

 

285,425

 

 

 

247,641

 

 

 

204,975

 

Total borrowings

 

 

244,987

 

 

 

150,898

 

 

 

127,853

 

Selected Financial Ratios

 

 

 

 

 

 

 

 

 

 

 

 

Return on average assets

 

 

(5.06

)%

 

 

(3.71

)%

 

 

(4.07

)%

Return on average equity

 

 

(23.29

)

 

 

(14.26

)

 

 

(12.37

)

Summary Consolidated Financial Ratios

The below presents selected financial ratios for the Company, for the twelve months ended December 31, 2020 and 2019 and the nine months ended December 31, 2018.

(Dollars in thousands, Except  per share data)

 

Twelve Months Ended

December 31, 2020

 

 

Twelve Months Ended

December 31, 2019

 

 

Nine Months Ended

December 31, 2018

 

Selected financial ratios

 

 

 

 

 

 

 

 

 

 

 

 

Return on average assets (ROA)

 

 

(2.16

)%

 

 

(0.12

)%

 

 

(0.90

)%

Return on average equity (ROE)

 

 

(10.90

)

 

 

(0.59

)

 

 

(4.62

)

Dividend payout ratio

 

 

 

 

 

 

 

 

 

Net interest margin

 

 

8.65

 

 

 

8.64

 

 

 

8.19

 

Other income ratio (2)

 

 

(0.46

)

 

 

1.81

 

 

 

1.88

 

Total expense ratio (3)

 

 

7.51

 

 

 

9.18

 

 

 

9.77

 

Equity to assets (1)

 

 

18.54

 

 

 

21.70

 

 

 

21.00

 

Debt to equity (1)

 

4.3x

 

 

3.5x

 

 

3.7x

 

Loans receivable to assets

 

 

71

%

 

 

72

%

 

 

71

%

Net charge-offs

 

 

58,362

 

 

 

37,688

 

 

 

22,613

 

Net charge-offs as a % of average loans receivable

 

 

5.00

%

 

 

3.60

%

 

 

2.73

%

Allowance coverage ratio

 

 

4.68

 

 

 

3.97

 

 

 

3.58

 

 

(1)

Includes $73,153, $71,320 and $27,596 related to the non-controlling interests in consolidated subsidiaries as of December 31, 2020, 2019, and 2018.

(2)

Other income ratio represents other income divided by average interest earning assets, and excludes the gain on the deconsolidation of Trust III of $25,325 for the nine months ended December 31, 2018. See Note 20 for additional information.

(3)

Total expense ratio represents total expenses (interest expense, operating expenses, and income taxes) divided by average interest earning assets.

54


 

Consolidated Results of Operations

For the Year Ended December 31, 2020 Compared to the Year Ended December 31, 2019

Net loss attributable to shareholders was $34,783,000, or $1.42 per share, for the year ended December 31, 2020, compared to the net loss attributable to shareholders of $1,762,000, or $0.07 per share, for the year ended December 31, 2019.

Total interest income was $144,962,000 for the year ended December 31, 2020, compared to $132,562,000 for the year ended December 31, 2019. The increase in interest income reflected the continued growth in the consumer lending segments, which was partially offset by contraction in the medallion lending segment, driven by both a decline in overall medallion loans along with all loans being placed on nonaccrual. The yield on interest earning assets was 11.32% for 2020, compared to 11.75% for 2019. Average interest earning assets were $1,280,445,000 for the year, an increase from $1,255,251,000 in the prior year.

Loans before the allowance for loan losses were $1,229,838,000 as of December 31, 2020, comprised of recreation ($792,686,000), home improvement ($334,033,000), commercial ($65,327,000), medallion ($37,768,000), and strategic partnership ($24,000) loans. The Company had an allowance for loan losses as of December 31, 2020 of $57,548,000, which was attributable to the recreation (48%), medallion (43%), and home improvement (9%) loan portfolios. As of December 31, 2019, loans before allowance for loan losses were $1,160,855,000, comprised of recreation ($713,332,000), home improvement ($247,324,000), medallion ($130,432,000), and commercial ($69,767,000) loans. The Company had an allowance for loan losses as of December 31, 2019 of $46,093,000, which was attributable to medallion (55%), recreation (39%), and home improvement (6%) loans.

Loans increased $68,983,000, or 6%, from December 31, 2019 to $1.2 billion as of December 31, 2020 as a result of $497,221,000 of loan originations, partially offset by principal payments, net charge-offs (mainly on medallion loans), and transfers to loan collateral in process of foreclosure. The provision for loan losses was $69,817,000 for the year ended December 31, 2020, compared to $47,386,000 for 2019. The increase was mainly due to all medallion loans being deemed impaired due to the continued uncertainty of the potential continued impact of the COVID-19 pandemic on those borrowers. In addition, New York City and almost all other market net collateral values decreased, and the loans were written down, leading to an increase in provisions of approximately $25,945,000. Additionally, this change reflected the increase of reserve percentages ranging from 25 to 100 basis points on the recreation subprime loan business, related to the uncertainty about the potential impact on the businesses as a result of COVID-19. The charge-off ratios on the loan portfolios increased to 5.00% for the year ended December 31, 2020 compared to 3.60% for the prior year, mostly in the medallion segment. See Note 4 for additional information on loans and the allowance for loan losses.

Interest expense was $34,151,000 for the year ended December 31, 2020, compared to $35,045,000 for the year ended December 31, 2019. The average cost of borrowed funds was 2.71% for 2020, compared to 3.08% for 2019, mainly driven by the decline in market rates for deposits. Average debt outstanding was $1,258,257,000 for 2020, compared to $1,138,746,000 for 2019. This increase was driven by the issuance additional certificates of deposits to increase our liquidity and help fund the growing consumer segment along with the new issuance of privately placed notes. See page 41 for a table which shows average balances and cost of funds for our funding sources.

Net interest income was $110,811,000 for the year ended December 31, 2020, compared to $97,517,000 for the prior year. The net interest margin was 8.65%, compared to 8.64% for the year ended December 31, 2019, reflecting the above.

Net other income (loss), which is comprised of sponsorship and race winnings, prepayment fees, servicing fee income, late charges, write-downs of loan collateral, impairment of equity investments, and other miscellaneous income was a loss of $5,936,000 for the year ended December 31, 2020, compared to income of $20,387,000 for the year ended December 31, 2019. The decline was mainly due to significant reductions in collateral values for the New York City taxi medallions and other markets, along with a $4,145,000 gain on debt extinguishment in 2019, and a $3,510,000 charge in connection with the writeoff of a non-core sports-related investment in 2020, all which was partly offset by an increase in sponsorship and race winnings in the year ended December 31, 2020.

Operating expenses were $72,039,000 for the year ended December 31, 2020, compared to $68,181,000 for the prior year. Salaries and benefits were $28,172,000 for 2020, an increase from $24,971,000 for 2019, which was mainly attributable to increased salaries related to the Bank due to its continued growth, an increase in bonuses for the entire Company, as well as increased stock option expense. Race team costs were $8,366,000 in 2020, compared to $8,996,000 for 2019, which reflected the condensed race schedule and lower travel and racing costs. Professional fees were $8,047,000 for the year, an increase from the $7,402,000 for 2019, primarily reflective of legal costs for a variety of corporate matters. Loan servicing costs were $6,737,000 for the year, up from $5,253,000 for 2019, primarily reflecting the increased costs of servicing the growing recreation and home improvement consumer loans, which have grown 17% from December 31, 2019. Loan collection costs declined from $6,638,000 for 2019, to $5,454,000 for 2020, due to improvement in contracts with the collectors. Occupancy and other operating expenses were $15,263,000 for the year, which increased $342,000, or 2%, compared to the prior year, due to race related other costs, partly offset by lower travel, meals and entertainment expenses as a result of the shut-downs related to COVID-19.

55


 

Total income tax benefit was $10,074,000 for 2020, compared to an income tax provision of $341,000 for 2019. The 2020 year benefit included $1,228,000 of benefit related to a change in the effective tax rate, while the 2019 year included benefits of $380,000 attributable to net operating loss revaluations, $916,000 of benefits related to a change in the effective income tax rate and $600,000 tax benefit related to the settlement of a state audit. See Note 8 for more information.

Loan collateral in process of foreclosure was $54,460,000 at December 31, 2020, an increase from $52,711,000 at December 31, 2019. The increase was primarily reflective of additional loans having reached 120 days past due and being charged down to their collateral value and reclassified to loan collateral in process of foreclosure, partly offset by the continued decline in collateral values on the medallion portfolio.

For the Twelve Months Ended December 31, 2019 Compared to the Nine Months Ended December 31, 2018

Net loss attributable to stockholders was $1,762,000 or $0.07 per diluted common share for the twelve months ended December 31, 2019, compared to a net loss of $10,172,000 or $0.42 per diluted common share for the nine months ended December 31, 2018.

Total interest income was $132,562,000 for the twelve months ended December 31, 2019, compared to $96,803,000 for the nine months ended December 31, 2018. Interest income reflected the continued growth in the consumer lending segments partly offset by the contraction in the lower yielding medallion lending segment. The yield on interest earning assets was 11.75% for the twelve months ended December 31, 2019, an improvement from 10.98% for the nine months ended December 31, 2018. Average interest earning assets were $1,128,479,000 for the twelve months ended December 31, 2019, a decline from $1,170,612,000 for the nine months ended December 31, 2018.

Loans before allowance for loan losses were $1,160,855,000 as of December 31, 2019, comprised of recreation ($713,332,000), home improvement ($247,324,000), medallion ($130,432,000), and commercial ($69,767,000) loans. The Company had an allowance for loan losses as of December 31, 2019 of $46,093,000, which was attributable to medallion (55%), recreation (39%), and home improvement (6%) loans. As of December 31, 2018, loans before allowance for loan loss were $1,017,882,000, which were comprised of recreation ($587,038,000), home improvement ($183,155,000), medallion ($183,606,000), and commercial ($64,083,000) loans. The Company had an allowance for loan losses as of December 31, 2018 of $36,395,000, which was attributable to the medallion (76%), recreation (19%), and home improvement (5%) loan portfolios. Loans increased $142,973,000, or 14%, from the prior year end primarily due to $462,093,000 of loan originations mostly in the consumer segments, offset partly by principal payments, transfer to loans in process of foreclosure, and net charge-offs. The provision for loan losses was $47,386,000 for the twelve months ended December 31, 2019, compared to $59,008,000 for the nine months ended December 31, 2018. The improvement was reflective of lower net charge-offs on the medallion portfolio, along with taxi medallion values remaining relatively consistent during 2019. The charge off ratios on the loan portfolio increased to 3.60% for the twelve months ended December 31, 2019 compared to 2.73% for the nine months ended December 31, 2018, driven by the recreation segment. See Note 4 for additional information on loans and the allowance for loan losses.

Interest expense was $35,045,000 for the twelve months ended December 31, 2019, compared to $24,816,000 for the nine months ended December 31, 2018. The average cost of borrowed funds was 3.08%, compared to 2.79%, mainly driven by new borrowings at higher rates and the roll off of lower cost borrowings. Average debt outstanding was $1,138,746,000 for the twelve months ended December 31, 2019, compared to $1,181,323,000 for the nine months ended December 31, 2018. See page 41 for a table which shows average balances and cost of funds for our funding sources.

Net interest income was $97,517,000 for the twelve months ended December 31, 2019, compared to $71,987,000 for the nine months ended December 31, 2018, and the net interest margin was 8.64%, compared to 8.19%, reflecting the above.

Noninterest income, which is comprised of sponsorship and race winnings, prepayment fees, servicing fee income, late charges, write-downs of loan collateral, impairment of equity investments, and other miscellaneous income was $20,387,000 for the twelve months ended December 31, 2019, compared to $41,946,000 for the nine months ended December 31, 2018. The decrease was primarily driven by the one-time gain on the deconsolidation of Trust III of $25,325,000 in the prior year.

Operating expenses were $68,181,000 for the twelve months ended December 31, 2019, compared to $62,081,000 for the nine months December 31, 2018. Salaries and benefits expense was $24,971,000 for the twelve months ended December 31, 2019 compared to $19,357,000 for the nine months ended December 31, 2018, professional fees were $7,402,000 for the twelve months ended December 31, 2019, compared to $8,609,000 for the nine months ended December 31, 2018, primarily reflecting legal costs for a variety of corporate and investment-related matters, and collections costs were $6,638,000 for the twelve months ended December 31, 2019, compared to $5,207,000 for the nine months ended December 31, 2018. The remaining expenses for the twelve months ended December 31, 2019 included race team costs of $8,996,000, loan servicing costs of $5,253,000, primarily reflecting costs of

56


 

servicing the recreation and home improvement consumer loans, and occupancy and other expenses of $14,921,000, whereas for the nine months ended December 31, 2018, race team costs were $7,121,000, loan servicing costs were $3,470,000, and occupancy and other operating expenses were $18,317,000, which included the impairment on goodwill of $5,615,000

Total income tax expense was $341,000 for the twelve months ended December 31, 2019, compared to $709,000 for the nine months ended December 31, 2018. The current year tax expense included $891,000 due to changes in effective state income tax rates, partly offset by $380,000, $640,000 and $309,000 of benefit due to the revaluation of the net operating losses, changes in state income tax accruals and income attributable to non-controlling interest. See Note 8 for more information.

Loan collateral in process of foreclosure was $52,711,000 at December 31, 2019, an increase from $49,495,000 at December 31, 2018, reflecting $31,348,000 of net loans transferred, partly offset by sales, cash payments, and valuation adjustments incurred during the current year.

Goodwill and intangible assets were $203,339,000 at December 31, 2019, down from $204,785,000 at December 31, 2018, reflecting the amortization of the intangible assets during 2019. See Note 2 for further information regarding goodwill and intangible assets.

ASSET/LIABILITY MANAGEMENT

Interest Rate Sensitivity

We, like other financial institutions, are subject to interest rate risk to the extent that our interest-earning assets (consisting of consumer, commercial, and medallion loans, and investment securities) reprice on a different basis over time in comparison to our interest-bearing liabilities (consisting primarily of bank certificates of deposit, credit facilities and borrowings with banks and other lenders, and SBA debentures and borrowings).

Having interest-bearing liabilities that mature or reprice more frequently on average than assets may be beneficial in times of declining interest rates, although such an asset/liability structure may result in declining net earnings during periods of rising interest rates. Abrupt increases in market rates of interest may have an adverse impact on our earnings until we are able to originate new loans at the higher prevailing interest rates. Conversely, having interest-earning assets that mature or reprice more frequently on average than liabilities may be beneficial in times of rising interest rates, although this asset/liability structure may result in declining net earnings during periods of falling interest rates. This mismatch between maturities and interest rate sensitivities of our interest-earning assets and interest-bearing liabilities results in interest rate risk.

The effect of changes in interest rates is mitigated by regular turnover of the portfolios. We believe that the average life of our loan portfolios varies to some extent as a function of changes in interest rates. Borrowers are more likely to exercise prepayment rights in a decreasing interest rate environment because the interest rate payable on the borrower’s loan is high relative to prevailing interest rates. Conversely, borrowers are less likely to prepay in a rising interest rate environment. However, borrowers may prepay for a variety of other reasons, such as to monetize increases in the underlying collateral values. In addition, we manage our exposure to increases in market rates of interest by incurring fixed-rate indebtedness, such as ten year subordinated SBA debentures, and by setting repricing intervals on certificates of deposit, for terms of up to five years.

A relative measure of interest rate risk can be derived from our interest rate sensitivity gap. The interest rate sensitivity gap represents the difference between interest-earning assets and interest-bearing liabilities, which mature and/or reprice within specified intervals of time. The gap is considered to be positive when repriceable assets exceed repriceable liabilities, and negative when repriceable liabilities exceed repriceable assets. A relative measure of interest rate sensitivity is provided by the cumulative difference between interest sensitive assets and interest sensitive liabilities for a given time interval expressed as a percentage of total assets.

57


 

The following table presents our interest rate sensitivity gap at December 31, 2020. The principal amounts of interest earning assets are assigned to the time frames in which such principal amounts are contractually obligated to be repriced. We have not reflected an assumed annual prepayment rate for such assets in this table.

 

December 31, 2020 Cumulative Rate Gap (1)

 

(Dollars in thousands)

 

Less

Than

1 Year

 

 

More

Than

1 and Less

Than 2

Years

 

 

More

Than 2

and Less

Than 3

Years

 

 

More

Than 3

and Less

Than 4

Years

 

 

More

Than 4

and Less

Than 5

Years

 

 

More

Than

5 and Less

Than 6

Years

 

 

Thereafter

 

 

Total

 

Earning assets

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Floating-rate

 

$

58,977

 

 

$

 

 

$

 

 

$

 

 

$

 

 

$

 

 

$

 

 

$

58,977

 

Adjustable rate

 

 

6,523

 

 

 

8,258

 

 

 

1,845

 

 

 

40

 

 

 

 

 

 

26

 

 

 

 

 

 

16,692

 

Fixed-rate

 

 

26,845

 

 

 

37,141

 

 

 

44,606

 

 

 

53,989

 

 

 

56,643

 

 

 

60,328

 

 

 

954,388

 

 

 

1,233,940

 

Cash

 

 

54,743

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

54,743

 

Total earning assets

 

$

147,088

 

 

$

45,399

 

 

$

46,451

 

 

$

54,029

 

 

$

56,643

 

 

$

60,354

 

 

$

954,388

 

 

$

1,364,352

 

Interest bearing liabilities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Deposits

 

$

393,835

 

 

$

241,605

 

 

$

190,387

 

 

$

120,040

 

 

$

121,955

 

 

$

 

 

$

 

 

$

1,067,822

 

Retail and privately placed notes

 

 

33,625

 

 

 

 

 

 

 

 

 

36,000

 

 

 

 

 

 

 

 

 

33,600

 

 

 

103,225

 

SBA debentures and borrowings

 

 

22,508

 

 

 

 

 

 

5,000

 

 

 

5,000

 

 

 

14,000

 

 

 

14,000

 

 

 

7,500

 

 

 

68,008

 

Preferred securities

 

 

33,000

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

33,000

 

Notes payable to banks

 

 

30,421

 

 

 

 

 

 

 

 

 

840

 

 

 

 

 

 

 

 

 

 

 

 

31,261

 

Other borrowings

 

 

500

 

 

 

7,442

 

 

 

 

 

 

 

 

 

747

 

 

 

 

 

 

 

 

 

8,689

 

Total liabilities

 

$

513,889

 

 

$

249,047

 

 

$

195,387

 

 

$

161,880

 

 

$

136,702

 

 

$

14,000

 

 

$

41,100

 

 

$

1,312,005

 

Interest rate gap

 

$

(366,801

)

 

$

(203,648

)

 

$

(148,936

)

 

$

(107,851

)

 

$

(80,059

)

 

$

46,354

 

 

$

913,288

 

 

$

52,347

 

Cumulative interest rate gap

 

$

(366,801

)

 

$

(570,449

)

 

$

(719,385

)

 

$

(827,236

)

 

$

(907,295

)

 

$

(860,941

)

 

$

52,347

 

 

$

 

December 31, 2019 (2)

 

$

(260,024

)

 

$

(500,953

)

 

$

(651,546

)

 

$

(689,819

)

 

$

(748,187

)

 

$

(706,935

)

 

$

83,402

 

 

$

 

December 31, 2018 (2)

 

$

(232,323

)

 

$

(409,272

)

 

$

(563,100

)

 

$

(638,264

)

 

$

(600,146

)

 

$

(554,335

)

 

$

59,833

 

 

$

 

 

(1)

The ratio of the cumulative one year gap to total interest rate sensitive assets was (27%), as of December 31, 2020, and was (21%) as of December 31, 2019 and 2018.

(2)

Excludes federal funds sold and investment securities.

Our interest rate sensitive assets were $1,364,352,000 and interest rate sensitive liabilities were $1,312,005,000 at December 31, 2020. The one-year cumulative interest rate gap was a negative $366,801,000 or 27% of interest rate sensitive assets. We seek to manage interest rate risk by originating adjustable-rate loans, by incurring fixed-rate indebtedness, by evaluating appropriate derivatives, pursuing securitization opportunities, and by other options consistent with managing interest rate risk.

With the cessation of LIBOR at the end of 2021, we are currently reviewing the impact on our loans and borrowings. We do not have lendings tied to LIBOR and do not expect a significant impact on our loans. We expect to rely on our lenders to adjust and communicate rate adjustments, however, we do not expect a material impact on our borrowings.

Liquidity and Capital Resources

Our sources of liquidity are with a variety of local and regional banking institutions, unfunded commitments to sell debentures to the SBA, loan amortization and prepayments, private issuances of debt securities, participations or sales of loans to third parties, the disposition of other assets of the Company, and dividends from Medallion Capital and the Bank, and are subject to compliance with regulatory ratios. As of December 31, 2020, we had unfunded commitments from the SBA of $25,000,000.

Additionally, the Bank has access to independent sources of funds for our business originated at the Bank, primarily through brokered certificates of deposit. The Bank has $45,000,000 available under federal funds lines with several commercial banks. In addition, the Bank can retain earnings in its business to fund future growth.

In February 2021, we completed a private placement to certain institutional investors of $25,000,000 aggregate principal amount of 7.25% unsecured senior notes due February 2026, with interest payable semiannually. A follow-on offering of these notes in March 2021 raised an additional $3,250,000.

58


 

In December 2020, we completed a private placement to certain institutional investors of $33,600,000 aggregate principal amount of 7.50% unsecured senior notes due December 2027, with interest payable semiannually. A follow-on offering of these notes in both February and March 2021 raised an additional $8,500,000.

The net proceeds from the December 2020 and February 2021 private placements will be used for general corporate purposes, including repayment of outstanding debt such as the maturing 9.00% retail notes in April 2021 and may also be used to pay down other borrowings outstanding, possibly including some borrowings at a discount.

In December 2019, the Bank closed an initial public offering of $46,000,000 aggregate liquidation amount, yielding net proceeds of $42,485,000, of its Fixed-to-Floating Rate Non-Cumulative Perpetual Preferred Stock, Series F. Dividends are payable quarterly from the date of issuance to, but excluding April 1, 2025, at a rate of 8% per annum, and from and including April 1, 2025, at a floating rate equal to a benchmark rate (which is expected to be three-month Secured Overnight Financing Rate, or SOFR) plus a spread of 6.46% per annum.

In March 2019, we completed a private placement to certain institutional investors of $30,000,000 aggregate principal amount of 8.25% unsecured senior notes due 2024, with interest payable semiannually. A follow-on offering of these notes in the 2019 third quarter raised an additional $6,000,000.

The components of our debt were as follows at December 31, 2020, exclusive of deferred financing costs of $5,805,000. See Note 6 to the consolidated financial statements for details of the contractual terms of our borrowings.

 

(Dollars in thousands)

 

Balance

 

 

Percentage

 

 

Rate (1)

 

Deposits (2)

 

$

1,068,072

 

 

 

81

%

 

 

1.71

%

Retail and privately placed notes

 

 

103,225

 

 

 

8

 

 

 

8.25

 

SBA debentures and borrowings

 

 

68,008

 

 

 

5

 

 

 

3.36

 

Preferred securities

 

 

33,000

 

 

 

3

 

 

 

2.35

 

Notes payable to banks

 

 

31,261

 

 

 

2

 

 

 

3.67

 

Other borrowings

 

 

8,689

 

 

 

1

 

 

 

1.91

 

Total outstanding debt

 

$

1,312,255

 

 

 

100

%

 

 

2.37

%

 

(1)

Weighted average contractual rate as of December 31, 2020.

(2)

Balance includes $250 of strategic partner reserve deposits as of December 31, 2020.

We have employment agreements with certain key officers for either one-, two- or five-year terms. They all expire at various dates through 2025, with payments under these agreements of approximately $12,056,000 as of December 31, 2020.

Our contractual obligations expire on or mature at various dates through September 2037. The following table shows all contractual obligations at December 31, 2020, but does not reflect the additional notes issued in February 2021, as described above.

 

 

 

Payments due by period

 

(Dollars in thousands)

 

Less than

1 year

 

 

1 – 2 years

 

 

2 – 3 years

 

 

3 – 4 years

 

 

4 – 5 years

 

 

More than

5 years

 

 

Total (1)

 

Deposits (2)

 

$

393,835

 

 

$

241,605

 

 

$

190,387

 

 

$

120,040

 

 

$

121,955

 

 

$

 

 

$

1,067,822

 

Retail and privately placed notes

 

 

33,625

 

 

 

 

 

 

 

 

 

36,000

 

 

 

 

 

 

33,600

 

 

 

103,225

 

SBA debentures and borrowings

 

 

22,508

 

 

 

 

 

 

5,000

 

 

 

5,000

 

 

 

14,000

 

 

 

21,500

 

 

 

68,008

 

Preferred securities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

33,000

 

 

 

33,000

 

Notes payable to banks

 

 

30,701

 

 

 

280

 

 

 

280

 

 

 

 

 

 

 

 

 

 

 

 

31,261

 

Other borrowings

 

 

500

 

 

 

7,442

 

 

 

 

 

 

 

 

 

747

 

 

 

 

 

 

8,689

 

Operating lease obligations

 

 

2,474

 

 

 

2,406

 

 

 

2,356

 

 

 

2,373

 

 

 

2,390

 

 

 

3,521

 

 

 

15,520

 

Total

 

$

483,643

 

 

$

251,733

 

 

$

198,023

 

 

$

163,413

 

 

$

139,092

 

 

$

91,621

 

 

$

1,327,525

 

 

(1)

Total debt is exclusive of deferred financing costs of $5,805.

(2)

Balance excludes $250 of strategic reserve deposits as of December 31, 2020.

 

Approximately $730,000,000 of our borrowing relationships have maturity dates during 2021 through 2022, including almost $635,000,000 of brokered CD’s. We have been in active and ongoing discussions with each of these lenders and, to date, have

59


 

extended each of the facilities as they matured. We have arranged for changes to the terms of the notes and payment and borrowing base calculations which we anticipate will facilitate our operations for the foreseeable future. As a result of the cash flow shortages due to the slowdown in the taxi industry resulting from the COVID-19 pandemic, we received 180 day payment deferrals that terminated in August and modifications to provide for interest only payments through the end of 2020 for the notes payable to banks.

 

On July 16, 2019, we paid $10,819,000 at maturity in satisfaction of all our outstanding obligations under one of our credit facilities. In connection with this payment, we obtained a waiver from one of our other lenders, with a term note of $1,839,000, of certain resulting repayment and other obligations, which waiver expires on June 15, 2021.

In addition, the illiquidity of portions of our loan portfolio and investments may adversely affect our ability to dispose of them at times when it may be advantageous for us to liquidate such portfolio or investments. In addition, if we were required to liquidate some or all of our portfolio, the proceeds of such liquidation may be significantly less than the current value of such investments. Because we borrow money to make loans and investments, our net operating income is dependent upon the difference between the rate at which we borrow funds and the rate at which we invest these funds. As a result, there can be no assurance that a significant change in market interest rates will not have a material adverse effect on our interest income. In periods of sharply rising interest rates, our cost of funds would increase, which would reduce our net interest income.

We use a combination of long-term and short-term borrowings and equity capital to finance our investing activities. Our long-term fixed-rate investments are financed primarily with short-term floating-rate debt, and to a lesser extent by term fixed-rate debt. We may use interest rate risk management techniques in an effort to limit our exposure to interest rate fluctuations. We have analyzed the potential impact of changes in interest rates on net interest income. Assuming that the balance sheet were to remain constant and no actions were taken to alter the existing interest rate sensitivity a hypothetical immediate 1% increase in interest rates would result in an increase to net income as of December 31, 2020 by $1,183,000 on an annualized basis, and the impact of such an immediate increase of 1% over a one year period would have been ($1,763,000) at December 31, 2020. Although management believes that this measure is indicative of our sensitivity to interest rate changes, it does not adjust for potential changes in credit quality, size, and composition of the assets on the balance sheet, and other business developments that could affect net income from operations in a particular quarter or for the year taken as a whole. Accordingly, no assurances can be given that actual results would not differ materially from the potential outcome simulated by these estimates.

We continue to work with investment banking firms and other financial intermediaries to investigate the viability of a number of other financing options which include, among others, the sale or spinoff of certain assets or divisions, the development of a securitization conduit program, and other independent financing for certain subsidiaries or asset classes. These financing options would also provide additional sources of funds for both external expansion and continuation of internal growth.

The following table illustrates sources of available funds for us and each of our subsidiaries, and amounts outstanding under credit facilities and their respective end of period weighted average interest rates at December 31, 2020. See Note 6 to the consolidated financial statements for additional information about each credit facility.

60


 

 

(Dollars in thousands)

 

Medallion Financial Corp.

 

 

 

 

MB

 

 

MFC

 

 

MCI

 

 

FSVC

 

 

RPAC and

Other

 

 

December 31, 2020(1)

 

 

December 31, 2019(1)

 

Cash and cash equivalents

 

$

33,743

 

 

(2

)

$

58,877

 

 

$

4,261

 

 

$

10,674

 

 

$

69

 

 

$

4,416

 

 

$

112,040

 

 

$

67,821

 

Brokered CDs & other borrowed funds

 

 

 

 

 

 

 

1,068,072

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

1,068,072

 

 

 

954,245

 

Average interest rate

 

 

 

 

 

 

 

1.71

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

1.71

%

 

 

2.35

%

Maturity

 

 

 

 

 

 

1/21-12/25

 

 

 

 

 

 

 

 

 

 

 

 

 

 

1/21-12/25

 

 

1/20-9/24

 

Retail and privately placed notes

 

 

103,225

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

103,225

 

 

 

69,625

 

Average interest rate

 

 

8.25

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

8.25

%

 

 

8.61

%

Maturity

 

4/21-12/27

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

4/21-12/27

 

 

4/21-3/24

 

SBA debentures and

   borrowings

 

 

 

 

 

 

 

 

 

 

 

 

 

79,000

 

 

 

14,008

 

 

 

 

 

 

93,008

 

 

 

74,746

 

Amounts undisbursed

 

 

 

 

 

 

 

 

 

 

 

 

 

25,000

 

 

 

 

 

 

 

 

 

25,000

 

 

 

3,000

 

Amounts outstanding

 

 

 

 

 

 

 

 

 

 

 

 

 

54,000

 

 

 

14,008

 

 

 

 

 

 

68,008

 

 

 

71,746

 

Average interest rate

 

 

 

 

 

 

 

 

 

 

 

 

 

3.39

%

 

 

3.25

%

 

 

 

 

 

3.36

%

 

 

3.42

%

Maturity

 

 

 

 

 

 

 

 

 

 

 

 

3/21- 9/30

 

 

4/21

 

 

 

 

 

3/21-9/30

 

 

2/20-3/29

 

Bank loans

 

 

19,734

 

 

 

 

 

 

 

 

11,527

 

 

 

 

 

 

 

 

 

 

 

 

31,261

 

 

 

33,183

 

Average interest rate

 

 

3.75

%

 

 

 

 

 

 

 

3.54

%

 

 

 

 

 

 

 

 

 

 

 

3.67

%

 

 

4.11

%

Maturity

 

2/21-9/21

 

 

 

 

 

 

 

2/21 - 12/23

 

 

 

 

 

 

 

 

 

 

 

2/21-12/23

 

 

9/20-12/23

 

Preferred securities

 

 

33,000

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

33,000

 

 

 

33,000

 

Average interest rate

 

 

2.35

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2.35

%

 

 

4.01

%

Maturity

 

9/37

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

9/37

 

 

9/37

 

Other borrowings

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

8,689

 

 

 

8,689

 

 

 

7,794

 

Average interest rate

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

1.91

%

 

 

1.91

%

 

 

2.00

%

Maturity

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

12/21 -  6/25

 

 

12/21 -  6/25

 

 

3/20-12/20

 

Total cash

 

$

33,743

 

 

 

 

$

58,877

 

 

$

4,261

 

 

$

10,674

 

 

$

69

 

 

$

4,416

 

 

$

112,040

 

 

$

67,821

 

Total debt outstanding

 

$

155,959

 

 

 

 

$

1,068,072

 

 

$

11,527

 

 

$

54,000

 

 

$

14,008

 

 

$

8,689

 

 

$

1,312,255

 

 

$

1,169,593

 

 

(1)

Total debt is exclusive of deferred financing costs of $5,805 and $5,105 as of December 31, 2020 and 2019.

(2)

Includes $2,970 of an interest reserve associated with the 2019 private placement, which can be used for no other purpose for three years.

Loan amortization, prepayments, and sales also provide a source of funding for us. Prepayments on loans are influenced significantly by general interest rates, medallion loan market values, economic conditions, and competition.

We also generate liquidity through deposits generated at the Bank, borrowing arrangements with other banks, and through the issuance of SBA debentures, as well as from cash flow from operations. In addition, we may choose to participate a greater portion of our loan portfolio to third parties. We are actively seeking additional sources of liquidity; however, given current market conditions, there can be no assurance that we will be able to secure additional liquidity on terms favorable to us or at all. If that occurs, we may decline to underwrite lower yielding loans in order to conserve capital until credit conditions in the market become more favorable; or we may be required to dispose of assets when we would not otherwise do so, and at prices which may be below the net book value of such assets in order for us to repay indebtedness on a timely basis.

Recently Issued Accounting Standards

In June 2016, the FASB issued ASU 2016-13, “Financial Instruments—Credit Losses, or Topic 326: Measurement of Credit Losses on Financial Instruments.” The main objective of this new standard is to provide financial statement users with more decision-useful information about the expected credit losses on financial assets and other commitments to extend credit held by a reporting entity at each reporting date. Under the new standard, the concepts used by entities to account for credit losses on financial instruments will fundamentally change. The existing “probable” and ��incurred” loss recognition threshold is removed. Loss estimates are based upon lifetime “expected” credit losses. The use of past and current events must now be supplemented with “reasonable and supportable” expectations about the future to determine the amount of credit loss. The collective changes to the recognition and measurement accounting standards for financial instruments and their anticipated impact on the allowance for credit losses modeling have been universally referred to as the CECL (current expected credit loss) model. ASU 2016-13 applies to all entities and is effective for fiscal years beginning after December 15, 2019 for public entities, with early adoption permitted. In November 2019 the FASB issued ASU 2019-10 to defer implementation of the standard for smaller reporting companies, such as us, to fiscal years

61


 

beginning after December 15, 2022. We are assessing the impact the update will have on our financial statements, and expect the update to have a material impact on our accounting for estimated credit losses on our loans.

ITEM 7A.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Our business activities contain elements of risk. We consider the principal types of risk to be fluctuations in interest rates and portfolio valuations. We consider the management of risk essential to conducting our businesses. Accordingly, our risk management systems and procedures are designed to identify and analyze our risks, to set appropriate policies and limits, and to continually monitor these risks and limits by means of reliable administrative and information systems and other policies and programs.

In addition, the illiquidity of portions of our loan portfolio and investments may adversely affect our ability to dispose of them at times when it may be advantageous for us to liquidate such portfolio or investments. In addition, if we were required to liquidate some or all of our portfolio, the proceeds of such liquidation may be significantly less than the current value of such investments. Because we borrow money to make loans and investments, our net operating income is dependent upon the difference between the rate at which we borrow funds and the rate at which we invest these funds. As a result, there can be no assurance that a significant change in market interest rates will not have a material adverse effect on our interest income. In periods of sharply rising interest rates, our cost of funds would increase, which would reduce our net interest income. We use a combination of long-term and short-term borrowings and equity capital to finance our investing activities. Our long-term fixed-rate investments are financed primarily with short-term floating-rate debt, and to a lesser extent by term fixed-rate debt. We may use interest rate risk management techniques in an effort to limit our exposure to interest rate fluctuations. We have analyzed the potential impact of changes in interest rates on net interest income. Assuming that the balance sheet were to remain constant and no actions were taken to alter the existing interest rate sensitivity a hypothetical immediate 1% increase in interest rates would result in an increase to net income as of December 31, 2020 by $1,183,000 on an annualized basis, and the impact of such an immediate increase of 1% over a one year period would have been ($1,763,000) at December 31, 2020. Although management believes that this measure is indicative of our sensitivity to interest rate changes, it does not adjust for potential changes in credit quality, size, and composition of the assets on the balance sheet, and other business developments that could affect net income from operations in a particular quarter or for the year taken as a whole. Accordingly, no assurances can be given that actual results would not differ materially from the potential outcome simulated by these estimates.

ITEM 8.

FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

Reference is made to the financial statements set forth under Item 15 (A) (1) in this Annual Report on Form 10-K, which financial statements are incorporated herein by reference in response to this Item 8.

ITEM 9.

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

None.

ITEM 9A.

CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

Our Chief Executive Officer and Chief Financial Officer have evaluated the effectiveness of our disclosure controls and procedures pursuant to Rules 13a—15(e) and 15d – 15(e) under the Securities Exchange Act of 1934, and have concluded that they are effective as of December 31, 2020 to provide reasonable assurance that information required to be disclosed by the Company in reports that it files or submits under the Exchange Act is (i) recorded, processed, summarized, and reported within the time periods specified in the SEC rules and forms and (ii) accumulated and communicated to the Company’s management, including its Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosures.

62


 

Management’s Annual Report on Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is defined in Rule 13a-15(f) and 15d-15(f) promulgated under the Exchange Act as a process designed by, or under the supervision of, our principal executive and principal financial officers and effected by our Board of Directors, management, and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles, and includes those policies and procedures that:

 

Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of our assets;

 

Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors; and

 

Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of our assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Our management assessed the effectiveness of our internal control over financial reporting as of December 31, 2020. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission, or COSO, in Internal Control-Integrated Framework (2013). Based on its assessment and those criteria, management believes that we maintained effective internal control over financial reporting as of December 31, 2020.

We believe that the consolidated financial statements included in this report fairly represent our consolidated financial position and consolidated results of operations for all periods presented.

Our Independent Registered Public Accounting Firm, Mazars USA LLP, has audited and issued a report on management’s assessment of our internal control over financial reporting. The report of Mazars USA LLP appears below.

Changes in Internal Control over Financial Reporting

As required by Rule 13a-15(d) under the Exchange Act, our management, including our Chief Executive Officer and Chief Financial Officer, have evaluated our internal control over financial reporting to determine whether any changes occurred during the 2020 fourth quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting, and have concluded that there have been no changes that occurred during the 2020 fourth quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

63


 

Report of Independent Registered Public Accounting Firm

To the Stockholders and Board of Directors of Medallion Financial Corp.

Opinion on Internal Control over Financial Reporting

We have audited Medallion Financial Corp. and subsidiaries’ (the “Company’s”) internal control over financial reporting as of December 31, 2020, based on criteria established in Internal Control – Integrated Framework: (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”). In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2020, based on criteria established in Internal Control – Integrated Framework: (2013) issued by COSO.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the consolidated balance sheets of Medallion Financial Corp. and subsidiaries (the “Company”) as of December 31, 2020 and 2019 and the related consolidated statements of operations, other comprehensive income (loss), changes in stockholders’ equity and changes in net assets, and cash flows for each of the three years in the three-year period ended December 31, 2020, and selected financial ratios and other data (see note 14) for the year ended December 31, 2018 of the Company, and our report dated March 15, 2021 expressed an unqualified opinion.

Basis for Opinion

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Annual Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

Definition and Limitations of Internal Control over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies and procedures may deteriorate.

/s/ Mazars USA LLP

Edison, New Jersey

March 15, 2021

64


 

ITEM 9B.

OTHER INFORMATION

None.

PART III

ITEM 10.

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

Incorporated by reference from our Definitive Proxy Statement expected to be filed by April 30, 2021 for our fiscal year 2021 Annual Meeting of Shareholders under the captions “Our Directors and Executive Officers,” “Corporate Governance,” and “Section 16(a) Beneficial Ownership Reporting Compliance.”

ITEM 11.

EXECUTIVE COMPENSATION

Incorporated by reference from our Definitive Proxy Statement expected to be filed by April 30, 2021 for our fiscal year 2021 Annual Meeting of Shareholders under the captions “Corporate Governance,” “Executive Compensation” and “Compensation Committee Interlocks and Insider Participation.”

ITEM 12.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

Incorporated by reference from our Definitive Proxy Statement expected to be filed by April 30, 2021 for our fiscal year 2021 Annual Meeting of Shareholders under the captions “Stock Ownership of Certain Beneficial Owners and Management” and “Equity Compensation Plan Information.”

ITEM 13.

Incorporated by reference from our Definitive Proxy Statement expected to be filed by April 30, 2021 for our fiscal year 2021 Annual Meeting of Shareholders under the captions “Certain Relationships and Related Party Transactions”, “Our Directors and Executive Officers,” and “Corporate Governance.”

ITEM 14.

PRINCIPAL ACCOUNTANT FEES AND SERVICES

Incorporated by reference from our Definitive Proxy Statement expected to be filed by April 30, 2021 for our fiscal year 2021 Annual Meeting of Shareholders under the caption “Principal Accountant Fees and Services.”

PART IV

ITEM 15.

EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(A) 1. FINANCIAL STATEMENTS

The consolidated financial statements of Medallion Financial Corp. and the Report of Independent Public Accountants thereon are included as set forth on the Index to Financial Statements on F-1.

2. FINANCIAL STATEMENT SCHEDULES

See Index to Financial Statements on F-1.

65


 

3. EXHIBITS

<

Number

 

Description

 

 

 

3.1(a)

Restated Medallion Financial Corp. Certificate of Incorporation. Filed as Exhibit 3.1 to the Annual Report on Form 10-K for the fiscal year ended December 31, 1996 (File No. 000-27812) and incorporated by reference herein.

 

 

3.1(b)

Amendment to Restated Certificate of Incorporation. Filed as Exhibit 3.1.1 to the Quarterly Report on Form 10-Q for the quarterly period ended June 30, 1998 (File No. 000-27812) and incorporated by reference herein.

 

 

3.2

Amended and Restated By-Laws of Medallion Financial Corp. Filed as Exhibit 3.1 to the Current Report on Form 8-K filed on April 27, 2018 (File No. 001-37747) and incorporated by reference herein.

 

 

4.1

Description of Registered Securities of Medallion Financial Corp. Filed as Exhibit 4.1 to the Annual Report on Form 10-K for the fiscal year ended December 31, 2019, as amended by Amendment No. 1 thereto filed on June 5, 2020 (File No. 001-37747) and incorporated by reference herein.

 

 

4.2

Fixed/Floating Rate Junior Subordinated Note, dated June 7, 2007, by Medallion Financial Corp., in favor of Medallion Financing Trust I. Filed as Exhibit 4.1 to the Current Report on Form 8-K filed on June 11, 2007 (File No. 814-00188) and incorporated by reference herein.

 

 

4.3

Indenture, dated April 15, 2016, between Medallion Financial Corp. and Wilmington Trust, National Association. Filed as Exhibit d.6 to the Registration Statement on Form N-2 filed on April 15, 2016 (File No. 333-206692) and incorporated by reference herein.

 

 

4.4

First Supplemental Indenture, dated April 15, 2016, between Medallion Financial Corp. and Wilmington Trust, National Association. Filed as Exhibit d.7 to the Registration Statement on Form N-2 filed on April 15, 2016 (File No. 333-206692) and incorporated by reference herein.

 

 

4.5

Note, effective March 1, 2017, by Freshstart Venture Capital Corp., in favor of Small Business Administration. Filed as Exhibit 4.1 to the Current Report on Form 8-K filed on January 31, 2017 (File No. 814-00188) and incorporated by reference herein.

 

 

4.6

Amendment No. 1 to Note, dated and effective as of January 31, 2018, by and between U.S. Small Business Administration and Freshstart Venture Capital Corp. Filed as Exhibit 4.1 to the Current Report on Form 8-K filed on February 5, 2018 (File No. 814-00188) and incorporated by reference herein.

 

 

4.7

Amendment No. 2 to Note, dated and effective as of January 31, 2019, by and between U.S. Small Business Administration and Freshstart Venture Capital Corp. Filed as Exhibit 4.1 to the Current Report on Form 8-K filed on February 1, 2019 (File No. 001-33747) and incorporated by reference herein.

 

 

4.8

Amendment No. 3 to Note, dated and effective as of February 15, 2019, by and between U.S. Small Business Administration and Freshstart Venture Capital Corp. Filed as Exhibit 4.1 to the Current Report on Form 8-K filed on February 21, 2019 (File No. 001-37747) and incorporated by reference herein.

 

 

4.9

Amendment No. 4 to Note, dated and effective as of March 14, 2019, by and between U.S. Small Business Administration and Freshstart Venture Capital Corp. Filed as Exhibit 4.1 to the Current Report on Form 8-K filed on March 15, 2019 (File No. 001-37747) and incorporated by reference herein.

 

 

4.10

Amendment No. 5 to Note, dated and effective as of March 27, 2019, by and between U.S. Small Business Administration and Freshstart Venture Capital Corp. Filed as Exhibit 4.1 to the Current Report on Form 8-K filed on March 29, 2019 (File No. 001-37747) and incorporated by reference herein.

 

 

4.11

Amendment No. 6 to Note, dated and effective as of January 30, 2020, by and between U.S. Small Business Administration and Freshstart Venture Capital Corp. Filed as Exhibit 4.1 to the Current Report on Form 8-K filed on February 3, 2020 (File No. 001-37747) and incorporated by reference herein.