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U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
(Mark One)
|X| ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the Fiscal Year Ended December 31, 2000
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 0-27812
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, 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: None.
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, par value $.01 per share
(Title of class)
Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the Registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. YES |X| NO |_|
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein and will not be contained, to the best
of Registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K YES |_| NO |X|.
The approximate aggregate market value of common equity held by non-affiliates
of the Registrant as of March 30, 2001 was approximately $148 million based on
the average bid and ask prices of the Registrant's Common Stock on the Nasdaq
National Market as of the close of business on March 30, 2001. There were
14,602,846 shares of the Registrant's Common Stock outstanding as of March 30,
2001.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Registrant's Definitive Proxy Statement for its 2000 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, 2000, are incorporated by
reference into Part III of this Form 10-K.
MEDALLION FINANCIAL CORP.
2000 FORM 10-K ANNUAL REPORT
Table of Contents
PAGE
PART I .................................................................. 2
ITEM 1. BUSINESS OF THE COMPANY ........................................ 2
ITEM 2. PROPERTIES ..................................................... 13
ITEM 3. LEGAL PROCEEDINGS .............................................. 13
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS ............ 13
PART II ................................................................. 13
ITEM 5. MARKET FOR THE REGISTRANT'S COMMON STOCK AND RELATED
STOCKHOLDER MATTERS ............................................ 13
ITEM 6. SELECTED FINANCIAL DATA ........................................ 15
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS ............................ 16
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
RISK ........................................................... 30
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA .................... 30
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURES ........................... 30
PART III................................................................. 30
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT ............. 30
ITEM 11. EXECUTIVE COMPENSATION ......................................... 30
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT ..................................................... 30
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS ................. 31
PART IV ................................................................. 31
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS
ON FORM 8-K .................................................... 31
1
THIS REPORT CONTAINS FORWARD-LOOKING STATEMENTS BASED ON OUR CURRENT
EXPECTATIONS, ASSUMPTIONS, ESTIMATES AND PROJECTIONS ABOUT MEDALLION AND OUR
INDUSTRY. THESE FORWARD-LOOKING STATEMENTS INVOLVE RISKS AND UNCERTAINTIES.
MEDALLION'S ACTUAL RESULTS COULD DIFFER MATERIALLY FROM THOSE ANTICIPATED IN
SUCH FORWARD-LOOKING STATEMENTS AS A RESULT OF CERTAIN FACTORS, AS MORE FULLY
DESCRIBED IN THIS SECTION AND ELSEWHERE IN THIS REPORT. MEDALLION UNDERTAKES NO
OBLIGATION TO UPDATE ANY FORWARD-LOOKING STATEMENTS FOR ANY REASON, EVEN IF NEW
INFORMATION BECOMES AVAILABLE OR OTHER EVENTS OCCUR IN THE FUTURE.
PART I
ITEM 1. BUSINESS OF THE COMPANY
GENERAL
We are a specialty finance company that originates and services loans that
finance taxicab medallions and various types of commercial loans. We have a
leading position in taxicab medallion financing. Since 1996, we have increased
our medallion loan portfolio at a compound annual growth rate of 19% and our
commercial loan portfolio at a compound annual growth rate of 38%. Our total
assets under our management was approximately $720 million and has grown from
$215 million at the end of 1996, a compound annual growth rate of 35%.
As an adjunct to our medallion loan business, we also operate one of the
largest taxicab rooftop advertising businesses in the nation. Currently, we
provide advertising space in 34 metropolitan areas across the United States.
Since 1996, we have increased the number of our taxicab rooftop displays from
1,550 to approximately 10,000 at December 31, 2000, at a compound annual growth
rate of 59%.
Our goal is to provide our stockholders with a stock that pays a high
dividend yield and has strong growth potential. During 2000, we declared
dividends totaling $1.19 per share, which equates to a dividend yield of
approximately 11.7% based upon our stock price of $10.13 as of March 30, 2001.
Alvin Murstein, our Chairman and Chief Executive Officer, has over 40
years of experience in the ownership, management and financing of taxicab
medallions. Andrew Murstein, our President, is the third generation in his
family to be active in the business.
We are a closed-end, non-diversified management investment company under
the Investment Company Act of 1940, as amended (1940 Act). Our investment
objectives are to provide a high level of distributable income, consistent with
the preservation of capital, as well as long-term growth of net asset value.
We have elected to be treated as a business development company registered
under the 1940 Act. In addition, we have elected to be treated for tax purposes
as a regulated investment company, or RIC, under the Internal Revenue Code of
1986, as amended (the Code). As a RIC, we will not be subject to U.S. federal
income tax on any investment company taxable income (which includes, among
other things, dividends and interest reduced by deductible expenses) that we
distribute to our stockholders if at least 90% of our investment company
taxable income for that taxable year is distributed. We intend to pay quarterly
cash dividends to comply with this requirement. Stockholders can elect to
reinvest distributions.
OUR MEDALLION LOANS
Medallion loans of $299 million comprised 58% of our $512 million total
loan portfolio as of December 31, 2000. Since 1979, we have originated, on a
combined basis, approximately $800 million in medallion loans in New York City,
Chicago, Boston, Newark, Cambridge and other cities within the United States.
Our medallion loan portfolio consists of mostly fixed-rate loans, collateralized
by first security interests in taxicab medallions and related assets. As of
December 31, 2000, approximately 77%, in principal amount, of our medallion
loans were in New York City. Although some of our medallion loans have from time
to time been in arrears or in default, to date we have never experienced a loss
of principal on any of our medallion loans. We estimate that the average
loan-to-value ratio of all of our medallion loans is approximately 75%. In
addition, we have recourse against a vast majority of the owners of the taxicab
medallions and related assets through personal guarantees.
The New York City Taxi and Limousine Commission, or TLC, estimates that
the total value of all of New York City taxicab medallions and related assets
exceeds $3 billion. We estimate that the total value of all taxicab medallions
and related assets in the United States exceeds $5 billion. We believe that we
will continue to develop growth opportunities by further penetrating the highly
fragmented medallion financing markets. Additionally, in the future, the Company
may enhance its portfolio growth rate with selective acquisitions of medallion
financing businesses and their related portfolios. Since our initial public
offering, we have acquired several additional medallion loan portfolios.
On October 2, 2000, we completed a merger with Freshstart Venture Capital
Corporation, or Freshstart, a specialty finance company. Freshstart operates as
a Specialized Small Business Investment Company (SSBIC), and is regulated and
financed in part by the Small Business Administration (SBA). Freshstart is
regulated as a business development company under the 1940 Act and has elected
to be treated as a RIC for federal income tax purposes. As an SSBIC,
Freshstart's business is to provide loan financing to
2
small and medium-sized businesses that qualify under Small Business
Administration (SBA) regulations as socially or economically disadvantaged.
Freshstart makes a substantial portion of its loans to finance taxicab
medallions, taxicabs, and related assets, with the balance of the loans being
made to other small business concerns.
Portfolio Characteristics
Medallion loans generally require equal monthly payments covering accrued
interest and amortization of principal over a ten to fifteen year schedule
subject to a balloon payment of all outstanding principal after four or five
years. More recently, we have begun to originate loans with one to four year
maturities where interest rates are adjusted and a new maturity period set.
Borrowers may prepay medallion loans upon payment of a fee ranging from 30 to 90
days interest. We believe that the likelihood of prepayment is a function of
changes in interest rates. Borrowers are more likely to exercise prepayment
rights in a decreasing interest rate environment when the interest rate payable
on their loan is high relative to prevailing interest rates. We believe they are
less likely to prepay in a rising interest rate environment. We generally retain
the medallion loans we originate.
At December 31, 2000, all of our medallion loans were secured by first
security interests in taxicab medallions and related assets. We originate
medallion loans at an approximate average loan-to-value ratio of 75%. In
addition, we have recourse against the vast majority of direct and indirect
owners of the medallions who personally guarantee the loans. Although personal
guarantees increase the commitment of borrowers to repay their loans, there can
be no assurance that the assets available under personal guarantees would, if
required, be sufficient to satisfy the obligations secured by such guarantees.
We believe that our medallion loan portfolio is of high credit quality,
because medallions have generally increased in value and are easy to repossess
and resell in an active market. In instances where a borrower has defaulted on a
loan, we have seized the medallion collateralizing that loan. If the loan was
not brought current, we were able to sell the medallion in the active market at
prices at or in excess of the amounts due. Although some of our medallion loans
have from time to time been in arrears or in default, to date we have never
experienced a loss of principal on any of our medallion loans.
Market Position
We have originated and serviced medallion loans since 1979 and have
established a leading position in the industry. Management has a long history of
owning, managing, and financing taxicab fleets, taxicab medallions and corporate
car services, dating back to 1956. Medallion loans collateralized by New York
City taxicab medallions and related assets comprised 77% of the value of our
medallion loan portfolio at December 31, 2000. The balance consisted of
medallion loans collateralized by taxicab medallions in Chicago, Boston, Newark,
Cambridge, Philadelphia, Baltimore, and Hartford. We believe that there are
significant growth opportunities in these and other metropolitan markets
nationwide.
The following table displays information regarding medallion loans
outstanding in each of our major markets at December 31, 2000:
==================================================================================================
% of
% of Total Medallion
Loan Loan Average
# Of Portfolio Portfolio Interest Principal
Loans (1) (1) Rate Balance
- --------------------------------------------------------------------------------------------------
Medallion Loans
New York 1,899 44.1% 76.5% 8.69% $228,457,313
Chicago 362 6.3 10.9 10.47 32,620,950
Boston 150 3.3 5.8 11.21 17,279,259
Newark 110 2.1 3.7 11.59 11,091,809
Cambridge 20 0.2 0.3 10.58 927,484
Other 68 1.6 2.8 11.16 8,230,256
---------------------------------- ----------------
Gross Medallion Loans 2,609 57.6% 100.0% 9.22 298,607,071
=============================================
Deferred loan acquisition costs 695,477
----------------
Total Medallion Loans $299,302,548
==================================================================================================
(1) Based on principal balance outstanding.
The New York City Market. A New York City taxicab medallion represents the
only permitted license to operate a taxicab and accept street hails in New York
City. As reported by the TLC, individual (owner-driver) medallions sold for
approximately $202,000 and corporate medallions sold for approximately $223,000
at December 31, 2000. The number of taxicab medallions is limited by law, and as
a result of the limited supply of medallions, an active market for medallions
has developed. The law limiting the number of medallions also stipulates that
the ownership for the 12,053 medallions outstanding at December 31, 2000 shall
remain divided into 5,086 individual medallions and 6,967 fleet or corporate
medallions. Corporate medallions are more valuable because they can be
aggregated by businesses and leased to drivers and operated for more than one
shift.
3
A prospective medallion owner must qualify under the medallion ownership
standards set and enforced by the TLC. These standards prohibit individuals with
criminal records from owning medallions, require that the funds used to purchase
medallions be derived from legitimate sources and mandate that taxicab vehicles
and meters meet TLC specifications. In addition, before the TLC will approve a
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 taxicab is
subject to quarterly TLC inspections.
Most New York City medallion transfers are handled through approximately
32 medallion brokers who are licensed by the TLC. In addition to brokering
medallions, these brokers also arrange TLC documentation insurance, vehicles and
meters, as well as financing. The Company has excellent relations with many of
the most active of these brokers and regularly receives referrals from them.
However, the Company receives most of its referrals from a small number of
brokers.
The Chicago Market. We estimate that Chicago medallions currently sell for
approximately $68,000. Pursuant to a municipal ordinance, the number of
outstanding medallions is currently capped at 6,700, which includes an
additional 150 and 200 medallions that were auctioned and placed into service in
July 1999 and December 2000, respectively. We estimate that the total value of
all Chicago medallions and related assets is over $450 million.
The Boston Market. We estimate that Boston medallions currently sell for
approximately $185,000. The number of Boston medallions had been limited by law
since 1930 to 1,525 medallions. In 1993, however, the Massachusetts legislature
authorized the Boston Hackney Carriage Bureau, which regulates the issuance of
new medallions, to issue 300 additional medallions, including 40 additional
medallions which are restricted to "wheelchair accessible" taxicabs. In January
1999, 75 additional medallions were auctioned and put into service. An
additional 57 medallions were auctioned in June 2000. We estimate that the total
value of all Boston medallions and related assets is over $300 million.
The Newark Market. We estimate that Newark medallions currently sell for
approximately $220,000. The number of Newark medallions currently has been
limited to 600 since 1950 by local law. We estimate that the total value of all
Newark medallions and related assets is over $130 million.
The Cambridge Market. We estimate that Cambridge medallions currently sell
for approximately $175,000. The number of Cambridge medallions has been limited
to 248 since 1945 by a Cambridge city ordinance. We estimate that the total
value of all Cambridge medallions and related assets is over $40 million.
Our Commercial Loans
Commercial loans of $213 million comprised 42% of our $512 million total
loan portfolio as of December 31, 2000. From the inception of our commercial
loan business in 1987 through December 31, 2000, we have originated more than
10,000 commercial loans in an aggregate principal amount of more than $425
million. We estimate that the average loan-to-value ratio of our commercial
loans was approximately 70% on December 31, 2000. Our commercial loan portfolio
consists of floating-rate, adjustable, and fixed-rate loans. We have increased
our commercial loan activity in recent years primarily because of the attractive
higher yielding, floating rate nature of most of this business. The outstanding
balances of commercial loans grew 28% in 2000 compared to 1999, and in 1999 grew
49% compared to 1998. This increase has been primarily driven by internal growth
through the origination of additional commercial loans. We plan to continue to
expand our commercial loan activities to develop a more diverse borrower base, a
wider geographic area of coverage, and to expand our targeted industries.
Our commercial loans generally are secured by equipment, accounts
receivable, real estate, and other assets, and have interest rates averaging 200
basis points over the prevailing prime rate. As with medallion loans, we require
the vast majority of the principals of borrowers to personally guarantee
commercial loans. Our aggregate realized loss of principal on commercial loans
has averaged less than 1/2 of 1% per annum for each of the last five years.
SBA Section 7 (a) loans
The Company originates loans under the Section 7(a) program of the SBA
through its Business Lenders LLC (BLL) subsidiary. Up to 75% of the amount of
these loans (up to $750,000) are guaranteed by the U.S. government. These loans
are secured by fixed assets and or real estate throughout the New England and
the New York areas, and comprise approximately 30% of our commercial loan
portfolio. BLL has achieved "preferred lender" status from the SBA in 25
districts in which it originates loans, enabling us to obtain expedited loan
approval and closing from the SBA. These loans are typically secured by assets
or real estate, and have floating interest rates tied to a spread over the prime
rate. Additionally, a liquid market exists for the sale of the guaranteed
portion of these loans. We regularly sell the guaranteed portion of our Section
7(a) loans in the secondary market and recognize a gain on these sales. This
gain is accounted for in accordance with Statement of Financial Accounting
Standards No. 140, "Accounting for Transfers and Servicing of Financial Assets
and Extinguishments of Liabilities - a Replacement of FASB Statement No.125." We
believe that the floating-rate nature of these loans is beneficial for our
interest rate exposure management.
4
Asset Based Loans
The Company originates asset-based loans to small businesses for working
capital through its Medallion Business Credit, (MBC) subsidiary. These loans are
primarily secured by accounts receivable of small businesses that require credit
facilities ranging from $250,000 to $3,500,000, a market which we believe is
underserved, and which represent approximately 20% of our commercial loan
portfolio. We had successfully established 45 credit lines at December 31, 2000.
Security on these facilities is principally the borrower's accounts receivable,
but may also include inventory, machinery, or equipment. Currently, our customer
base is concentrated in the New York metropolitan area and includes
manufacturers, distributors and service organizations. These loans are generally
priced at approximately 300 basis points over the prevailing prime rate on our
credit facilities.
Other Commercial Secured Loans
The Company originates other commercial loans that are not concentrated in
any particular industry. These loans, which are generally fixed-rate loans,
represent approximately 50% of our commercial loan portfolio. Our customer base
includes food service, real estate, dry cleaners, laundromats, laser eyes
surgery clinics, and radio and television broadcast industries. We often accept
equity warrants as partial consideration in its lending transactions, thus,
enabling us to share in future growth of our borrowers.
The following table displays the different types of loans in our
commercial loan portfolio at December 31, 2000.
================================================================================================
% of
% of Total Commercial
Loan Loan Average
# of Portfolio Portfolio Interest Principal
Loans (1) (1) Rate Balance
- ------------------------------------------------------------------------------------------------
Commercial Loans
SBA Section 7(a) loans 765 12.8% 30.2% 11.50% $66,057,818
Asset-based loans 45 8.3 19.7 12.98 43,120,496
Other commercial secured loans 603 21.2 50.1 12.74 109,424,624
-------------------------------------------------------------
Gross Commercial Loans 1,413 42.3% 100.0% 12.41 218,602,938
=============================================
Deferred loan acquisition
costs 1,107,225
Unrealized depreciation on
loans (6,988,790)
--------------
Total Commercial Loans $212,721,373
- ------------------------------------------------------------------------------------------------
(1) Based on principal balance outstanding.
Portfolio Characteristics
Commercial loans 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. We have originated commercial loans in principal amounts
ranging from $5,000 to approximately $5,300,000. These loans are generally
retained and typically have maturities ranging from one to ten years and require
equal monthly payments covering accrued interest and amortization of principal
over a four to five year term. Substantially all loans generally may be prepaid
with a fee ranging from 30 to 120 days' interest. The term of, and interest rate
charged on, our outstanding loans are subject to SBA regulations. Under SBA
regulations, the maximum rate of interest permitted on loans originated by the
Company is 19.0%. Unlike medallion loans, for which competition precludes us
from charging the maximum rate of interest permitted under SBA regulations, we
are able to charge the maximum rate on certain commercial loans. We believe that
the increased yield on commercial loans compensates for their higher risk
relative to medallion loans and further illustrates the benefits of
diversification.
We generally originate commercial loans at an average loan-to-value ratio
of 70 to 75%. Substantially all of our commercial loans are collateralized by
security interests in the assets being financed by the borrower. In addition, we
have recourse against the vast majority of the principals of borrowers who
personally guarantee the loans. Although personal guarantees increase the
commitment of borrowers to repay their loans, there can be no assurance that the
assets available under personal guarantees would, if required, be sufficient to
satisfy the obligations secured by such guarantees. In certain cases, equipment
vendors may provide full and partial recourse guarantees on loans.
Delinquency And Loan Loss Experience
We generally follow a practice of discontinuing the accrual of interest
income on our commercial loans that are in arrears as to interest 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.
At December 31, 2000, we had an aggregate principal balance of $28.9
million or 5.6% of the portfolio which was delinquent for 90 days or more,
compared to an aggregate principal balance of $30.4 million or 6.1% and $28.4
million or 5.8% of the portfolio at September 30, 2000 and December 31, 1999. We
consider a loan to be delinquent if the borrower fails to make payments for 90
days or more; however, 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. In such case, the loan will only be returned to accrual status if all
past due payments are brought fully current. Based upon our assessment of our
collateral position, we anticipate that a substantial portion of the principal
amount of
5
our delinquent loans would be collected 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.
We monitor delinquent loans for possible exposure to loss. In our
analysis, we review various factors, including the value of the collateral
securing the loan and the borrower's prior payment history. Under the 1940 Act,
our loan portfolio must be recorded at fair value or "marked to market." Unlike
other lending institutions, we are not permitted to establish reserves for loan
losses. Instead, we adjust the valuation of our portfolio quarterly to reflect
our estimate of the current realizable value of our loan portfolio. Since no
ready market exists for this portfolio, fair value is subject to the good faith
determination of our management and the approval of our Board of Directors.
Because of the subjectivity of these estimates, there can be no assurance that
in the event of a foreclosure or the sale of portfolio loans we would be able to
recover the amounts reflected on our balance sheet.
In determining the value of our portfolio, management and the board of
directors may take into consideration various factors such as the financial
condition of the borrower and the adequacy of the collateral. For example, in a
period of sustained increases in market rates of interest, management and the
Board of Directors could decrease its valuation of the portfolio if the
portfolio consists primarily of fixed-rate loans. Our valuation procedures are
designed to generate values which approximate the value that would have been
established by market forces and are therefore subject to uncertainties and
variations from reported results. Based upon these factors, we determine net
unrealized depreciation of investments or the amount by which our estimate of
the current realizable value of our portfolio is below our cost basis.
The following table sets forth the changes in Medallion's unrealized
appreciation (depreciation) of investments for the periods indicated:
=========================================================================================================================
Equity
Loans Investments Total
- -------------------------------------------------------------------------------------------------------------------------
Balance, December 31, 1997 $ (2,824,218) $ 3,132,650 $ 308,432
Increase in unrealized:
Appreciation on investments 409,943 3,347,178 3,757,121
Depreciation on investments (675,883) (458,489) (1,134,372)
Unrealized depreciation of acquired subsidiary (200,000) -- (200,000)
Reversals of unrealized appreciation (depreciation) related to
realized:
Gains on investments -- (1,167,363) (1,167,363)
Losses on investments 1,125,866 -- 1,125,866
- -------------------------------------------------------------------------------------------------------------------------
Balance, December 31, 1998 (2,164,292) 4,853,976 2,689,684
Increase in unrealized:
Appreciation on investments -- 12,966,343 12,966,343
Depreciation on investments (7,208,586) (208,853) (7,417,439)
Reversals of unrealized appreciation (depreciation) related to realized:
Gains on investments -- (18,197,295) (18,197,295)
Losses on investments 388,825 -- 388,825
- -------------------------------------------------------------------------------------------------------------------------
Balance, December 31, 1999 (8,984,053) (585,829) (9,569,882)
Increase in unrealized:
Appreciation on investments 412,807 200,000 612,807
Depreciation on investments (636,367) (20,767) (657,134)
Reversals of unrealized appreciation (depreciation) related to realized:
Gains on investments (2,573) (15,981) (18,554)
Losses on investments 2,221,396 -- 2,221,396
- -------------------------------------------------------------------------------------------------------------------------
Balance, December 31, 2000 $ (6,988,790) $ (422,577) $ (7,411,367)
=========================================================================================================================
6
The following table presents credit-related information for the investment
portfolios as of December 31:
===========================================================================================
2000 1999 1998
- -------------------------------------------------------------------------------------------
Total loans
Medallion loans $ 299,302,548 $ 321,900,869 $ 286,231,532
Commercial loans 212,721,373 165,653,933 110,837,114
-----------------------------------------------------
Total loans 512,023,921 487,554,802 397,068,646
Equity investments (1) 2,129,685 2,012,394 11,579,329
-----------------------------------------------------
Total loans and equity investments $ 514,153,606 $ 489,567,196 $ 408,647,975
- -------------------------------------------------------------------------------------------
Realized losses on loans (2) $ 2,221,396 $ 394,268 $ 1,125,866
- -------------------------------------------------------------------------------------------
Net unrealized depreciation
(appreciation) on investments
Loans $ 6,988,790 $ 8,984,053 $ (2,164,292)
Equity investments 422,577 585,829 4,853,980
-----------------------------------------------------
Total $ 7,411,367 $ 9,569,882 $ 2,689,688
- -------------------------------------------------------------------------------------------
Realized losses as a % of total
loans 0.43% 0.08% 0.28%
Realized losses as a % of total
loans and equity investments (2) 0.43% 0.08% 0.28%
Realized losses as a % of
commercial loans 1.04% 0.24% 1.06%
Realized losses as a % of
commercial loans and equity
investments (2) 1.03% 0.24% 0.96%
- -------------------------------------------------------------------------------------------
Net unrealized depreciation
(loans only) as a % of total
loans 1.36% 1.84% (0.55%)
Total unrealized depreciation
(appreciation) as a % of
total loans and equity
investments 1.44% 1.95% 0.66%
Net unrealized depreciation
(appreciation) (loans only)
as a % of commercial loans 3.29% 5.42% (1.95%)
Net unrealized depreciation
(appreciation) as a % of
commercial loans and equity
investments 3.45% 5.71% 2.20%
===========================================================================================
(1) Represents common stock and warrants held as investments.
(2) Includes $178,199 of realized losses on equity investments for the year
2000, and $0 for 1999 and 1998.
(3) All realized losses relate to the commercial loan portfolio. There were no
realized losses on medallion loans for the years ending December 31, 2000,
1999, and 1998.
- --------------------------------------------------------------------------------
Investment Activity
The following table sets forth the components of investment activity in the
investment portfolios in the periods indicated:
================================================================================
Year Ended December 31,
- --------------------------------------------------------------------------------
(Dollars in thousands) 2000 1999 1998
- --------------------------------------------------------------------------------
Net investments at beginning of period $489,567 $408,208 $334,141
Investments originated 197,512 303,335 257,737
Repayments of investments (170,084) (231,290) (202,934)
Increase in unrealized appreciation
(depreciation), net 2,159 (12,260) 2,581
Realized gains (losses), net (3,884) 22,545 1,291
Amortization of origination costs (1,116) (971) (1,353)
Acquisitions -- -- 16,745
----------------------------------------
Net increase in investments 24,587 81,359 74,067
----------------------------------------
Net investments at end of period $514,154 $489,567 $408,208
================================================================================
Investment Strategy
Our core philosophy has been "In niches there are riches." We try to
identify markets that are profitable and where we can be the industry leader.
Our core lending areas include medallion lending, automobile lending (taxicabs
and limousines only), SBA 7(a) guaranteed loans through an extensive network of
preferred lending offices, and asset-based financing. Additionally, we lend to
small
7
businesses that meet our overall credit criteria of strong collateral values and
personal ability to repay the debt. In all of our lending divisions, we look to
focus on making secured loans to achieve favorable yield to risk profiles and
below average losses. In addition to increasing market share in existing lending
markets and identifying new niches, we have sought to acquire specialty finance
companies that make secured loans to small businesses 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, three
loan portfolios, and three taxicab roof top advertising companies.
Marketing, Origination and Loan Approval Process
We employ 32 loan originators that originate medallion loans and
commercial loans. Each loan application is individually reviewed through
analysis of a number of factors, including loan-to-value ratios, a review of 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. We also require each applicant to
provide personal and corporate tax returns, premises leases, and/or property
deeds. Our 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 must be approved by the Chief
Executive Officer or the Chief Credit Officer. Additionally, both medallion and
commercial loans are sourced from brokers with extensive networks of applicants,
and commercial loans are also referred by our contacts with banks, attorneys,
and accounting firms.
TAXICAB ROOFTOP ADVERTISING
Medallion Taxi Media, Inc (Media) provides taxicab rooftop advertising,
which is a relatively undeveloped segment of the out-of-home advertising
industry. Out-of-home advertising includes:
o traditional outdoor advertising, such as billboards and posters;
o Transit advertising, such as taxicabs, buses, bus shelters, subway,
commuter train and airport advertising; and
o In-store point of sale advertising.
We currently provide taxicab rooftop advertising in over 30 major cities
and have the leading market share in New York, Los Angeles, Philadelphia, Dallas
and Baltimore/Washington D.C. Our goal is to become the leading national
provider of taxicab rooftop advertising by establishing a presence in additional
major U.S. metropolitan markets. As of December 31, 2000, we had approximately
10,000 installed displays.
We entered this business in November 1994 with the organization of Media,
and since that time the business has grown rapidly. Generally, we enter into
agreements with taxicab associations, fleets or individuals to lease taxicab
rooftop space for five-year terms. We have added an additional 1,700 displays to
the number under contract in New York City. On September 1, 1998, we acquired
the assets of Taxi Ads, LLC which had 855 displays in service in New Orleans,
Philadelphia, and San Diego. On February 2, 1999, Media purchased all of the
common stock of Transit Advertising Displays, Inc., which operates installed
displays in the Baltimore and Washington, D.C. areas. On September 30, 1999,
Media entered into an agreement with Yellow Cab Service Corp. to sell
advertising space on a commission basis on its 3,000 taxicab trunk signs located
throughout the Southeast. On August 7, 2000, we entered into an agreement with
Yellow Cab Service Corp., the taxi division of Coach U.S.A., to place
advertising on more than 2,300 taxis in ten additional cities. On August 30,
2000, Media purchased all the assets of Out There Media L.L.C. ("Out There"), a
privately held company headquartered in Cleveland. Out There has the right to
place an advertisement on top of more than 250 taxis in Cleveland, Columbus and
Toledo and has contracts with some of the largest taxi fleets in each of their
respective cities.
We attach each display to the rooftop of a taxicab and perform all ongoing
display maintenance and repair. The display remains our property. The display
serves as a platform or frame for advertising copy, which is preprinted on vinyl
sheets with adhesive backing and provided by the advertiser. The advertising
copy adheres to the display and is illuminated whenever the taxicab is in
operation. The vinyl sheet is durable and is generally left on the display for
up to 90 days. The advertising copy is replaced at the advertiser's discretion
and cost when advertising campaigns change. The standard size of the vinyl
advertising copy, 14 inches high and 48 inches long, was designed to be
proportionally similar to "bulletins" or "billboards" to permit advertisers to
conveniently translate billboard copy to display copy.
8
We market the displays to advertising agencies and outdoor advertising
buying agencies. Advertising contracts generally vary from 30 days to one year
and provide for monthly payments by the advertiser. The following is a sample of
Media's advertising accounts in 2000:
o Armani Exchange
o Versace
o Fleet Bank N.A.
o Continental Airlines
o M&M Mars
o Kellogg's
o Old Navy
o Banana Republic
o Disney's The Lion King on Broadway
o Hot Jobs.com
o Alta Vista
o Hard Rock Cafe
o California Pizza Kitchen
o Fox Family Channel
o Sony
o Fossil
o Kate Spade
We believe that there are growth opportunities within our existing markets
because only approximately 40% of New York City taxicabs, and less than 10% of
taxicabs nationwide, have rooftop advertising. In addition, we believe that our
growth will be facilitated by our reputation and relationship within the taxicab
industry and because our arrangement with the taxicab owners provides them with
incremental income.
On September 14, 2000, through a joint venture with Yahoo!, Inc., we
introduced 10 Internet enabled taxicabs in New York. These taxicabs are equipped
with Palm Inc.'s Palm Pilot VII handheld computers, allowing passengers to
access the Internet while in transit. On February 8, 2001, we announced that
Media entered into an agreement to acquire Taxi Media Network, the largest
taxicab advertising company in Japan, which holds the rights to provide
advertising on 7,000 taxis in Japan. The transaction is subject to due diligence
reviews and other customary closing conditions.
SOURCES OF FUNDS
Overview
We fund our lending operations primarily through credit facilities with
bank syndicates and, to a lesser degree, secured commercial paper and through
fixed-rate, senior secured notes and long-term subordinated debentures issued to
or guaranteed by the SBA. 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. Currently, Medallion has
fully drawn down its existing bank lines of credit. The table below summarizes
our borrowings as of December 31, 2000:
================================================================================
(Dollars in thousands) Total
- --------------------------------------------------------------------------------
Cash $15,653
Revolving lines of credit (1) 333,500
Amounts available 3,734
Amounts outstanding 305,700
Average interest rate 7.83%
Maturity 6/01 - 9/01
Commercial paper 24,066
Average interest rate 7.10%
Maturity 6/01
SBA debentures 21,360
Average interest rate 7.28%
Maturity 12/02 - 9/07
Senior secured notes 45,000
Average interest rate 7.20%
Maturity 6/04 - 9/04
Total cash and
amounts available
under credit facilities $19,387
================================================================================
Total debt outstanding $396,126
================================================================================
(1) Commercial paper outstanding is deducted from revolving credit lines
available as the line of credit acts as a liquidity facility for the
commercial paper.
- --------------------------------------------------------------------------------
9
We fund our fixed-rate loans with variable-rate bank debt and fixed-rate
senior secured notes and SBA debentures. 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:
o Originating adjustable rate loans;
o Incurring fixed-rate debt; and
o Purchasing interest rate caps to hedge a portion of our
variable-rate debt against increases in interest rate.
Nevertheless, we accept varying degrees of interest rate risk depending on
market conditions. For additional discussions of our funding sources and asset
and liability management strategy, see Asset/Liability Management on page 23.
OUR OPERATION AS A RIC
We have elected to be taxed as a RIC under Sections 851 through 855 of the
Code. Now and in the future, we plan to operate in a manner that satisfies the
requirements for taxation as a RIC under the Code. However, we cannot give
assurances that we will remain qualified. The sections of the Code relating to
qualification and operation as a RIC are highly technical and complex. The
following discussion summarizes material aspects of the sections of the Code
that govern the federal income tax treatment of a RIC and the treatment of
stockholders. This summary is qualified in its entirety by the applicable Code
provisions, rules and regulations developed under the Code and the rules, and
administrative and judicial interpretations of these provisions, rules and
regulations.
In general, if certain detailed conditions of the Code are met, business
development companies, like us, are generally not taxed, at the corporate level,
on "investment company taxable income" that is distributed to stockholders. The
income of a non-RIC corporation is generally subject to corporate tax. In
addition, stockholders who receive income from non-RIC corporations are also
taxed on the income they receive. Thus, the income of a non-RIC corporation is
subject to "double taxation" (i.e., taxation at both the corporate and
stockholder levels). RIC treatment substantially eliminates this "double
taxation." A RIC is, however, generally subject to federal income tax, at
regular corporate rates, on undistributed investment company taxable income.
To avoid a 4% nondeductible federal excise tax on undistributed income and
capital gains, we must distribute (or be deemed to have distributed) by December
31st of each year: 1) at least 98% of our ordinary income for such year; 2) at
least 98% of our capital gain net income (which is the excess of our capital
gain over our capital loss and is generally computed on the basis of the
one-year period ending on October 31st of such year); and 3) any amounts that
were not distributed in the previous calendar year and on which no income tax
has been paid.
If we fail to qualify as a RIC in any year, we will be subject to federal
income tax as if we were a domestic corporation, and our stockholders will be
taxed in the same manner as stockholders of ordinary corporations. If this were
to occur, we could be subject to potentially significant tax liabilities and the
amount of cash available for distribution to our stockholders could be reduced.
The Code's definition of the term "RIC" includes a domestic corporation
that has elected to be treated as a business development company under the 1940
Act and meets certain requirements. These requirements are:
(a) The company derives at least 90% of its gross income for each taxable
year from dividends, interest, interest payments with respect to securities
loans and gains from the sale or other disposition of stocks or securities or
foreign currencies, or other income derived from its business of investing in
such stocks, securities or currencies; and
(b) The company diversifies its holdings so that, at the close of each
quarter of its taxable year,
(i) At least 50% of the value of its total assets is represented by (A)
cash, and cash items (including receivables), U.S. Government securities and
securities of other RICs, and (B) other securities limited in respect of any one
issuer to an amount not greater in value than 5% of the value of the total
assets of the company and to not more than 10% of the outstanding voting
securities of such issuer, and
(ii) Not more than 25% of the value of total assets is invested in the
securities (other than U.S. Government securities or securities of other RICs)
of any one issuer or two or of more issuers controlled by the company and
engaged in the same, similar or related trades or businesses.
These diversification requirements could restrict the expansion of our
taxicab rooftop advertising business and our medallion collateral appreciation
loan business.
In addition, to qualify as a RIC under the Code, in each taxable year, a
company also must distribute to its stockholders at least 90% of (a) its
investment company taxable income and (b) the excess of its tax-exempt interest
income over certain disallowed deductions.
10
If we satisfy these requirements, neither the investment company taxable
income we distribute to stockholders nor any net capital gain distributed to our
stockholders should be subject to federal income tax. Investment company taxable
income and/or net capital gains retained by us should be subject to federal
income tax at regular corporate income tax rates. However, we may designate
retained net long-term capital gains as "deemed distributions" and pay a tax on
this for the benefit of our stockholders. We currently intend to continue
distributing income to our stockholders for each of our taxable years
substantially all of our investment company taxable income and may or may not
distribute any capital gains.
If we acquire debt obligations that were originally issued at a discount,
or bear interest rates that do not call for payments at fixed rates (or certain
"qualified variable rates") at regular intervals over the life of the
obligation, we will be required to include, as interest income, in each year, a
portion of the "original issue discount" that accrues over the life of the
obligation regardless of whether it receives the income, and we will be
obligated to make distributions accordingly. If this were to occur, we may
borrow funds or sell assets to meet the distribution requirements. However, the
1940 Act prohibits us from making distributions to stockholders while senior
securities are outstanding unless we meet certain asset coverage requirements.
If we are unable to make the required distributions, we may be subject to the
nondeductible 4% excise tax or we may fail to qualify as a RIC. In addition, the
SBA restricts the amount of distributions to the amount of undistributed net
realized earnings less the allowance for unrealized loan losses (which in our
case includes unrealized depreciation).
If we qualify as a RIC, distributions made to our taxable domestic
stockholders out of current or accumulated earnings and profits (and not
designated as capital gain dividends) will be considered ordinary income to
them. Distributions that are designated as capital gain dividends will be taxed
as long-term capital gains (to the extent they do not exceed our actual net
long-term capital gain for the taxable year) without regard to the period for
which the stockholder has held its stock. Corporate stockholders, however, are
subject to tax on capital gain dividends at the same rate as ordinary income.
To the extent that we make distributions in excess of current and
accumulated earnings and profits, these distributions are treated first as a
tax-free return of capital to the stockholder, reducing the tax basis of a
stockholder's common stock by the amount of such distribution (but not below
zero). Distributions in excess of the stockholder's tax basis are taxable as
capital gains (if the common stock is held as a capital asset). In addition, any
dividends declared by us in October, November or December of any year and
payable to a stockholder of record on a specific date in any such month shall be
treated as both paid by us and received by the stockholder on December 31st of
such year, provided that the dividend is actually paid by us during January of
the following calendar year. Stockholders may not include in their individual
income tax returns any net operating losses or capital losses by us.
If we choose to retain and pay tax on any net capital gain rather than
distribute such gain to our stockholders, we will designate such deemed
distribution in a written notice to stockholders within 60 days after the close
of the taxable year. Each stockholder would then be treated, for federal income
tax purposes, as if we had distributed to such stockholder, on the last day of
its taxable year, the stockholder's pro rata share of the net long-term capital
gain retained by us and the stockholder had paid its pro rata share of the taxes
paid by us and reinvested the remainder in us.
In general, any loss upon a sale or exchange of common stock by a
stockholder who has held the stock for six months or less (after applying
certain holding period rules) will be treated as long-term capital loss, to the
extent that distributions from us are required to be treated by the stockholder
as long-term capital gains.
OUR OPERATION AS A BUSINESS DEVELOPMENT COMPANY (BDC)
As a BDC, we are subject to regulation under the 1940 Act. The 1940 Act
contains prohibitions and restrictions relating to transactions between
investment companies and their affiliates, principal underwriters and affiliates
of those affiliates or underwriters. In addition, the 1940 Act provides that we
may not change the nature of our business in a way which would cause us to lose
our status as a BDC or withdraw our election as a BDC, unless we are authorized
by a vote of a "majority of the Company's outstanding voting securities," as
defined under the 1940 Act.
We are permitted, under specified conditions, to issue multiple classes of
indebtedness and one class of stock (collectively, "senior securities," as
defined under the 1940 Act) senior to the shares of common stock if the asset
coverage of the indebtedness and all senior securities is at least 200%
immediately after the issuance. Subordinated SBA debentures guaranteed by or
issued to the SBA by our RIC subsidiaries are not subject to this asset coverage
test. In addition, while senior securities are outstanding, provisions must be
made to prohibit the declaration of any dividend or other distribution to
stockholders (except stock dividends) or the repurchase of securities or shares
unless we meet the applicable asset coverage ratios at the time of the
declaration of the dividend or distribution or repurchase.
Under the 1940 Act, a BDC may not acquire any asset other than assets of
the type listed in Section 55(a) of the 1940 Act ("Qualifying Assets") unless,
at the time the acquisition is made, certain Qualifying Assets represent at
least 70% of the value of the company's total assets. The principal categories
of Qualifying Assets relevant to our business are the following:
(1) Securities purchased in transactions not involving a public offering
from the issuer of such securities, which issuer is an eligible portfolio
company. An "eligible portfolio company" is defined in the 1940 Act as any
issuer which:
11
(a) Is organized under the laws of, and has its principal place of
business in, the United States;
(b) Is not an investment company other than an SBIC wholly-owned
by the BDC; and
(c) Satisfies one or more of the following requirements:
(i) The issuer does not have a class of securities with
respect to which a broker or dealer may extend margin
credit; or
(ii) The issuer is controlled by a BDC and the BDC has an
affiliated person serving as a director of issuer;
(iii) The issuer has total assets of not more than $4 million
and capital and surplus (shareholders' equity less
retained earnings) of not less than $2 million, or such
other amounts as the Securities and Exchange Commission
may establish by rule or regulation; or
(iv) Issuer meets such other requirements as the Commission
may establish from time to time by rule or regulation;
(2) Securities for which there is no public market and which are purchased
in transactions not involving a public offering from the issuer of such
securities where the issuer is an eligible portfolio company which is controlled
by the BDC;
(3) Securities received in exchange for or distributed on or with respect
to securities described in (1) or (2) above, or pursuant to the exercise of
options, warrants or rights relating to such securities; and
(4) Cash.
In addition, a BDC's cash items, government securities, or high quality debt
securities maturing in one year or less from the time of investment must have
been organized (and have its principal place of business) in the United States
for the purpose of making investments in the types of securities described in
(1) or (2) above.
To count securities as Qualifying Assets for the purpose of the 70% test,
a BDC must either control the issuer of the securities or must make available to
the issuer of the securities significant managerial assistance; except that,
where a business development company purchases such securities in conjunction
with one or more other persons acting together, one of the other persons in the
group may make available the required managerial assistance. We believe that the
common stock of MFC and Media are Qualifying Assets.
REGULATION BY THE SBA
MFC, Medallion Capital, and Freshstart each operate as a Small Business
Investment Company (SBIC). The Small Business Investment Act of 1958 (SBIA)
authorizes the organization of SBICs as vehicles for providing equity capital,
long term financing and management assistance to small business concerns. The
SBIA and the SBA Regulations define a "small business concern" as a business
that is independently owned and operated, which does not dominate its field of
operation and which (i) has a net worth, together with any affiliates, of $18.0
million or less and average annual net income after U.S. federal income taxes
for the preceding two years of $6.0 million or less (average annual net income
is computed without the benefit of any carryover loss), or (ii) satisfies
alternative criteria under SBA Regulations that focus on the industry in which
the business is engaged and the number of persons employed by the business or
its gross revenues. In addition, at the end of each year, at least 20% of the
total amount of loans made after April 25, 1994 must be made in "smaller
businesses" which 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. SBA Regulations also prohibit an SBIC from providing funds to a small
business concern for certain purposes, such as relending and reinvestment.
MFC is authorized to make loans to borrowers other than Disadvantaged
Businesses (that is, businesses that are at least 50% owned, and controlled and
managed, on a day to day basis, by a person or persons whose participation in
the free enterprise system is hampered because of social or economic
disadvantage) if, at the time of the loan, MFC has in its portfolio, outstanding
loans to Disadvantaged Businesses with an aggregate cost basis equal to or
exceeding the value of the unamortized repurchase discount under the preferred
stock repurchase agreement between MFC and the SBA.
Under current SBA Regulations, the maximum rate of interest that MFC may
charge may not exceed the higher of (i) 19% and (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. At December 31, 2000,
the maximum rate of interest permitted on loans originated by the RIC
Subsidiaries was 19%. At December 31, 2000, our outstanding medallion loans had
a weighted average rate of interest of 9.22% and outstanding commercial loans
had a weighted average rate of interest of 12.41%. Current SBA Regulations also
require that each loan originated by an SBIC have a term of between 5 years and
20 years; loans to Disadvantaged Businesses may be for a minimum of four years.
However, recent legislation enacted by the U.S. Congress and signed into law by
the President on December 21, 2000, Public Law 106-554, amended the SBIA to
define "long term" financing as "any period of time not less than one year." The
effect of this statutory change is to eviscerate SBA's regulatory authority to
require a minimum period of financing for a period of time longer than one year.
12
The SBA restricts the ability of SBICs to repurchase their capital stock,
to retire their SBA debentures and to lend money to their officers, directors
and employees or invest in affiliates thereof. 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 by licensees with
outstanding SBA leverage to any single small business concern may not exceed 20%
of an SBIC's Regulatory Capital, as defined, however, under the terms of the
respective conversion agreements with the SBA, MFC is authorized to make loans
to Disadvantaged Borrowers in amounts not exceeding 30% of their respective
Regulatory Capital.
SBICs must invest funds that are not being used to make loans in
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 United States with a term of 15 months or less and
deposits maturing in one year or less issued by an institution insured by the
FDIC. The percentage of an SBIC's assets invested in this manner depends on,
among other things, loan demand, timing of equity infusions and SBA funding and
availability of funds under credit facilities.
SBICs may purchase voting securities of small business concerns in
accordance with SBA Regulations. SBA Regulations prohibit SBICs from controlling
a small business concern except where necessary to protect an investment. SBA
Regulations presume control when SBICs purchase (i) 50% or more of the voting
securities of a small business concern if the small business concern has less
than 50 stockholders or (ii) more than 20% (and in certain situations up to 25%)
of the voting securities of a small business concern if the small business
concern has 50 or more stockholders.
COMPETITION
Banks, credit unions and finance companies, some of which are SBICs,
compete with the Company in originating medallion loans and commercial loans.
Finance subsidiaries of equipment manufacturers also compete with the Company in
originating commercial loans. Many of these competitors have greater resources
than the Company and certain competitors are subject to less restrictive
regulations than the Company. As a result, there can be no assurance that the
Company will be able to identify and complete the financing transactions that
will permit it to compete successfully. The Company's taxicab rooftop
advertising business competes with other taxicab rooftop advertisers, as well as
all segments of the out-of-home advertising industry and other types of
advertising media, including cable and network television, radio, newspapers,
magazines and direct mail marketing. Many of these competitors have greater
financial resources than the Company and offer several forms of advertising as
well as production facilities. There can be no assurance that the Company will
continue to compete with these businesses successfully.
EMPLOYEES
As of December 31, 2000, the Company employed a total of 172 persons. The
Company believes that its relations with all of its employees are good.
ITEM 2. PROPERTIES
The Company leases approximately 17,000 square feet of office space in New
York City for its corporate headquarters under a lease expiring in June 2006.
The Company also leases office space for loan origination offices in Boston, MA,
Chicago, IL, Hartford, CT, Southbury, CT, Clifton, NJ, Providence, RI,
Rochester, NY, Phoenix, AZ, Wellesley, MA, Somers Point, NJ, Towson, MD, and
Minneapolis, MN. Media leases space for sales and maintenance in New York, NY,
New Orleans, LA, Washington, DC, Boston, MA and Los Angeles, CA. The Company
does not own any real property. The Company believes that its leased properties,
taken as a whole, are in good operating condition and are suitable for the
Company's current business operations.
ITEM 3. LEGAL PROCEEDINGS
The Company and its subsidiaries have been named as defendants in various
legal proceedings incident to the ordinary course of its business. The Company
intends to vigorously defend these outstanding claims. In the opinion of the
Company's 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 would result in a material adverse effect on the
Company's results of operations or financial condition.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No matters were submitted to a vote of security holders during the fourth
quarter of the Company's 2000 fiscal year.
PART II
ITEM 5. MARKET FOR THE REGISTRANT'S COMMON STOCK AND RELATED STOCKHOLDER MATTERS
Our common stock is quoted on the Nasdaq National Market under the symbol
"TAXI." Our common stock commenced trading on May 23, 1996. As of March 30,
2001, there were approximately 198 holders of record of Medallion's common
stock.
13
On March 30, 2001, the last reported sale price of our common stock was
$10.13 per share. The following table sets forth the range of high and low
closing prices of the common stock as reported on the Nasdaq National Market for
the periods indicated. Our common stock has historically traded at a premium to
net asset value per share. There can be no assurance, however, that such premium
will be maintained.
The following table sets forth for the periods indicated the range of high
and low closing prices for Medallion's common stock on the Nasdaq National
Market:
================================================================================
2000 HIGH LOW
- --------------------------------------------------------------------------------
First Quarter $ 19 $15-3/4
Second Quarter 17-15/16 14-1/6
Third Quarter 17-3/4 15-1/4
Fourth Quarter 17-1/8 11-1/2
1999 HIGH LOW
- --------------------------------------------------------------------------------
First Quarter $ 21-1/4 $ 14
Second Quarter 19-5/8 15-1/8
Third Quarter 21-3/4 18-1/8
Fourth Quarter 21-9/16 17-1/4
================================================================================
We have distributed and currently intend to continue to distribute 90% of
our investment company taxable income to our stockholders. Distributions of our
income are generally required to be made within the calendar year the income was
earned to maintain our RIC status; however, in certain circumstances
distributions can be made up to a full calendar year after the income has been
earned. Our Investment Company taxable income includes, among other things,
dividends and interest reduced by deductible expenses. Our ability to make
dividend payments is restricted by certain asset coverage requirements under the
Investment Company Act and is dependent upon maintenance of our status as a RIC
under the Code. Our ability to make dividend payments is further restricted by
certain financial covenants contained in our credit agreements, by SBA
regulations and under the terms of the SBA debentures. We have adopted a
dividend reinvestment plan pursuant to which stockholders can have distributions
reinvested in additional shares of common stock. There can be no assurances;
however, that we will have sufficient earnings to pay such dividends in the
future.
14
ITEM 6. SELECTED FINANCIAL DATA
Summary consolidated financial data
You should read the consolidated financial information below with the
Consolidated Financial Statements and Notes thereto for the years ended December
31, 2000, 1999, and 1998. Financial information for the years ended December 31,
1997 and 1996, has been derived from audited financial statements. Prior year
amounts have been restated to reflect the pooling of interests with FreshStart.
==========================================================================================================================
Year Ended December 31,
------------------------------------------------------------------------
(Dollars in thousands, except per share data) 2000 1999 1998 1997 1996 (13)
- --------------------------------------------------------------------------------------------------------------------------
Statement of Operations Data
Investment income $55,356 $44,076 $37,854 $27,658 $12,292
Interest expense 28,944 20,988 16,967 10,864 5,328
------------------------------------------------------------------------
Net interest income 26,412 23,088 20,887 16,794 6,964
Equity in earnings (losses) of
unconsolidated subsidiary (1) (421) (214) 1,200 203 (63)
Other income 3,378 2,247 1,663 1,087 411
Gain on sale of loans 2,814 3,014 2,316 336 --
Accretion of negative goodwill 351 722 722 722 421
Operating expenses 22,909 17,470 13,696 6,590 3,042
Amortization of goodwill 540 530 506 368 259
Dividends on minority interest -- -- -- -- (116)
Income tax provision (benefit) (181) 49 (152) (930) 436
------------------------------------------------------------------------
Net investment income 9,266 10,808 12,738 11,254 3,880
Realized gain (loss) on investments, net (3,884) 22,545 1,291 78 558
Change in unrealized appreciation
(depreciation) of investments (2) 2,159 (12,259) 2,581 1,929 758
------------------------------------------------------------------------
Net increase in net assets $7,541 $21,094 $16,610 $13,261 $5,196
resulting from operations (3)
- --------------------------------------------------------------------------------------------------------------------------
Net investment income per diluted share $0.64 $0.74 $0.87 $0.88 $0.65
Net investment income per diluted share
adjusted for acquisition and other
non-recurring charges (4) 0.84 0.74 0.98 0.88 0.65
Net increase in net assets resulting from
operations per diluted share 0.52 1.44 1.14 1.04 0.87
Dividends declared per share (5) 1.19 1.27 1.16 0.88 0.34
- --------------------------------------------------------------------------------------------------------------------------
Weighted average common shares outstanding
Basic 14,536,942 14,515,660 14,461,276 12,621,301 5,839,094
Diluted 14,576,183 14,620,437 14,591,045 12,769,394 5,983,352
==========================================================================================================================
Balance Sheet Data
Investments, net of unrealized
depreciation on investments $514,154 $489,567 $408,208 $334,141 $197,104
Total assets 560,715 533,924 448,037 362,168 215,277
Notes payable 305,700 195,450 120,600 138,750 96,450
Commercial paper 24,066 93,984 103,082 -- --
Senior secured notes 45,000 45,000 -- -- --
Subordinated SBA debentures 21,360 22,770 55,360 53,540 38,806
Total liabilities 412,982 376,263 292,490 206,306 140,205
Negative goodwill -- 351 1,073 1,795 258
Total shareholders' equity 147,733 157,310 154,474 154,067 74,814
==========================================================================================================================
15
============================================================================================================================
Year Ended December 31,
----------------------------------------------------------------
2000 1999 1998 1997 1996(13)
============================================================================================================================
Selected Financial Ratios And Other Data
- ----------------------------------------------------------------------------------------------------------------------------
Return on average assets (6)
Net investment income 1.69% 2.20% 3.14% 3.81% 3.32%
Net increase in net assets resulting from operations 1.38 4.30 4.10 4.49 4.39
Net increase in net assets resulting from operations 1.95 4.30 4.47 4.49 4.39
adjusted for acquisition and other non-recurring
charges (4)
Return on average equity (7)
Net investment income 6.27 6.87 8.25 7.30 5.45
Net increase in net assets resulting from operations 4.94 13.53 10.77 11.28 7.16
Net increase in net assets resulting from operations 7.00 13.53 11.74 11.28 7.16
adjusted for acquisition and other non-recurring
charges (4)
- ----------------------------------------------------------------------------------------------------------------------------
Weighted average yield, end of period (8) 10.56 9.91 9.92 10.20(13) 10.98
Weighted average cost of funds, end of period (9) 7.69 7.12 6.49 7.15(13) 7.15
Net interest spread, end of period (10) 2.87 2.79 3.43 3.05(13) 3.83
Other income ratio (11) 0.66 0.46 0.41 0.33 0.21
Operating expense ratio (12) 4.09 3.27 3.06 1.82 1.41
- ----------------------------------------------------------------------------------------------------------------------------
Medallion loans as a percentage of total investment 58.21 65.75 70.1 (13) 72.13(13) 68.30
portfolio
Commercial loans as a percentage of total investment
portfolio 41.37 33.84 27.10(13) 25.48(13) 30.52
Equity investments as a percentage of total investment
portfolio 0.41 0.41 2.80 2.24 1.20
- ----------------------------------------------------------------------------------------------------------------------------
Investments to assets (14) 91.70 91.69 91.11 92.26 91.56
Equity to assets (15) 26.35 29.46 34.48 42.54 33.70
Debt to equity (16) 268.14 227.07 180.64 124.81 186.42
============================================================================================================================
(1) Equity in earnings (losses) of unconsolidated subsidiary
represents the net income (loss) for the period indicated from
Medallion's investment in Media.
(2) Change in unrealized appreciation (depreciation) of investments
represents the increase (decrease) for the period in the fair value
of Medallion's investments.
(3) Net increase in net assets resulting from operations is the sum of
net investment income, realized gains or losses on investments and
change in unrealized appreciation (depreciation) on investments.
(4) The Company considers net investment income before acquisition and
other non-recurring charges to be a more appropriate measure of
operating performance; consequently, this calculation represents net
investment income plus acquisition-related and other non-recurring
charges of $3,140,000 in 2000, and $1,494,000 in 1998, divided by
weighted average diluted common shares outstanding.
(5) Includes $0.36 per share declared on November 17, 2000 and paid on
January 12, 2001 to shareholders of record as of December 8, 2000.
(6) Return on average assets represents the net investment income or net
increase in net assets resulting from operations, for the period
indicated, divided by average total assets.
(7) Return on average equity represents the net investment income or net
increase in net assets resulting from operations, for the period
indicated, divided by shareholders' equity.
(8) Weighted average yield, end of period represents the end of the year
weighted average interest rate on investments at the date indicated.
(9) Weighted average cost of funds, end of period represents the end of
the year weighted average interest rate on debt at the date
indicated.
(10) Net interest spread, end of period represents weighted average
yield, end of period less weighted average cost of funds, end of
period.
(11) Other income ratio represents other income, for the year indicated,
divided by investments.
(12) Operating expense ratio represents operating expenses, for the year
indicated, divided by total assets.
(13) Does not include financial information for Freshstart.
(14) Represents total investments divided by total assets as of December
31.
(15) Represents total shareholders equity divided by total assets as of
December 31.
(16) Represents total debt (commercial paper, notes payable to banks,
senior secured notes, and SBA debentures payable) divided by total
shareholders equity as of December 31.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
The information contained in this section should be read in conjunction
with Consolidated Financial Statements and Notes thereto for the years ended
December 31, 2000, 1999, and 1998. 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 set forth below in the
Investment Considerations section.
GENERAL
We are a specialty finance company that originates and services loans that
finance taxicab medallions and various types of commercial loans. We have a
leading position in taxicab medallion financing. Since 1996, we have increased
our medallion loan portfolio at a compound annual growth rate of 19% and our
commercial loan portfolio at a compound annual growth rate of 38%. Our
16
total assets under our management was approximately $745 million and has grown
from $215 million at the end of 1996, a compound annual growth rate of 35%.
Medallion's loan related earnings depend primarily on its level of net
interest income. Net interest income is the difference between the total yield
on Medallion's loan portfolio and the average cost of funds. Medallion funds its
operations through a wide variety of interest-bearing sources, such as revolving
bank facilities, secured commercial paper, senior secured notes and debentures
issued to and guaranteed by the SBA.
Net interest income fluctuates with changes in the yield on Medallion's
loan portfolio and changes in the cost of funds, as well as changes in the
amount of interest-bearing assets and interest-bearing liabilities held by
Medallion. 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 Medallion's lending activities. Medallion,
like other financial institutions, is subject to interest rate risk to the
degree that its interest-earning assets reprice on a different basis than its
interest-bearing liabilities.
Medallion originates loans under the Section 7(a) loan program of the SBA
through its wholly owned subsidiary BLL. Up to 75% of the amount of these loans
(up to $750,000) are guaranteed by the SBA. Medallion regularly sells the
guaranteed portion of these loans in the secondary market and holds the
non-guaranteed portion until maturity.
Medallion also invests in small businesses in selected industries through
its subsidiary Medallion Capital. Medallion Capital's investments are typically
in the form of secured debt instruments with fixed interest rates accompanied by
warrants to purchase an equity interest for a nominal exercise price (such
warrants are included in "Equity Investments"). Interest income is earned on the
debt investments.
Realized gains or losses on investments are recognized when the
investments are sold or written-off. The realized gains or losses represent the
difference between the proceeds received from the disposition of portfolio
assets, if any, and the cost of such portfolio assets. In addition, changes in
unrealized appreciation or depreciation of investments are recorded and
represent the net change in the estimated fair values of the portfolio assets at
the end of the period as compared with their estimated fair values at the
beginning of the period. Generally, "realized gains (losses) on investments" and
"changes in unrealized appreciation (depreciation) of investments" are inversely
related. When an appreciated asset is sold to realize a gain, a decrease in the
previously recorded unrealized appreciation occurs. Conversely, when a loss
previously recorded as an unrealized loss is realized by the sale or other
disposition of a depreciated portfolio asset, the reclassification of the loss
from "unrealized" to "realized" causes an increase in net unrealized
appreciation and an increase in realized loss.
Medallion's income from the taxicab rooftop advertising business, operated
by Media, is reflected on Medallion's books as earnings from an unconsolidated
subsidiary. Medallion continues to explore other opportunities in the taxicab
and lending industries, including possible strategies to participate directly
and/or indirectly in the appreciation of taxicab medallions.
Trend in Loan Portfolio
Medallion's investment income is driven by the principal amount of and
yields on its loan portfolio. To identify trends in the yields, the portfolio is
grouped by medallion loans, commercial loans, and equity investments. Since
December 31, 1998, medallion loans, while still making up a significant portion
of the total portfolio, have decreased in relation to the total portfolio
composition and commercial loans have increased.
The following table illustrates Medallion's investments at fair value and
the weighted average portfolio yields calculated using the contractual interest
rates of the loans at the dates indicated:
====================================================================================================================================
December 31, 1998 December 31, 1999 December 31, 2000
====================================================================================================================================
Contractual Contractual Contractual
Weighted Percentage Weighted Percentage Weighted Percentage
Average Principal of Total Average Principal of Total Average Principal of Total
(In thousands) Yield Amount Portfolio Yield Amount Portfolio Yield Amount Portfolio
- ------------------------------------------------------------------------------------------------------------------------------------
Medallion loan portfolio 9.03% $286,232 70.1% 8.91% $321,901 65.8% 9.22% $299,303 58.2%
Commercial loan portfolio 12.16 110,837 27.1 11.69 165,654 33.8 12.41 212,721 41.4
Equity investments -- 11,579 2.8 -- 2,012 0.4 -- 2,130 0.4
-------------------- --------------------- ------------------------
Total portfolio 9.92 $408,648 100.0% 9.91 $489,567 100.0% 10.56 $514,154 100.0%
====================================================================================================================================
Portfolio Summary
Total Portfolio Yield
The weighted average yield of the total portfolio at December 31, 2000 was
10.56%, which is an increase of 65 basis points from 9.91% at December 31, 1999.
The increase in the total portfolio yield was due to the increased yield of the
commercial loan
17
portfolio and the shift in the composition of the portfolio to an increased
percentage of commercial loans. The total weighted average portfolio yield
decreased 1 basis point to 9.91% at December 31, 1999 from 9.92% at December 31,
1998. This slight decline resulted from the decrease in the yields of the
medallion and commercial loan portfolios, but was offset by an increased
percentage of commercial loans in Medallion's portfolio. Medallion expects to
try to continue increasing both the percentage of commercial loans in the total
portfolio and the origination of floating and adjustable-rate loans and non-New
York medallion loans.
Medallion Loan Portfolio
Medallion loans comprised 58% of the total portfolio of $514 million at
December 31, 2000, compared to 66% of the total portfolio of $490 million at
December 31, 1999 and 70% of the total portfolio of $409 million at December 31,
1998. The medallion loan portfolio decreased by $22.6 million or 7% in 2000,
reflecting a decrease in medallion loan originations, principally in New York
City, and Medallion's execution of participation agreements with third parties
for $26.1 million of low yielding New York medallion loans. Medallion retains a
portion of these participating loans and earns a fee for servicing the loans for
the third parties. The decrease was partially offset by increased originations
of Chicago and Boston medallion loans.
The weighted average yield of the medallion loan portfolio at December 31,
2000 was 9.22%, an increase of 31 basis points from 8.91% at December 31, 1999,
which was down 12 basis points from 9.03% at December 31, 1998. The increased
yield in 2000 primarily reflects Medallion's expansion into markets outside of
New York, which produce yields 100 to 300 basis points higher than loans
originated in the New York medallion market, offset by the effects of continuing
competition in the New York medallion market. At December 31, 2000, 23% of the
medallion loan portfolio represented loans outside New York compared to 16% and
11% at year-end 1999 and 1998, respectively. Medallion continues to focus its
efforts on originating higher yielding medallion loans outside the New York
market.
Collateral Appreciation Participation Loans
During the 2000 first half, we originated collateral appreciation
participation loans collateralized by Chicago taxi medallions of $30 million, of
which $21 million was syndicated to other financial institutions. In
consideration for modifications from our normal taxi medallion lending terms, we
offered loans at higher loan-to-value ratios and we are entitled to earn
additional interest income based upon any increase in the value of all $30
million of the collateral. The fair value of the collateral appreciation
participation loan portfolio at December 31, 2000 was $12.1 million, which
represented 2% of the total loan portfolio. Additional interest income totaled
approximately $3.1 million for 2000, and is included in investment income on the
consolidated statements of operations and in accrued interest receivable on the
consolidated balance sheets. We believe that the additional interest income
recorded is fully realizable through operation of the collateral or orderly
sales in the market. As a regulated investment company, Medallion is required to
mark-to-market these investments on a quarterly basis, just as it does on all of
its other investments. Medallion feels that it has adequately calculated the
fair market value on these investments and relies upon information such as
recent and historical medallion sale prices. If there is a decrease in the value
of taxicab medallions, the reduction in the value of the investments will be
reversed against investment income. The additional interest income is not
reflected in the yield calculations shown in the table above.
Commercial Loan Portfolio
Since 1997, Medallion has continued to shift the total portfolio mix
toward a higher percentage of commercial loans, which historically have had
higher yields than its medallion loans. Commercial loans were 41% of the total
portfolio at December 31, 2000 compared to 34% and 27% at December 31, 1999 and
1998, respectively. The increase in the commercial loan portfolio was due to
strong growth in the SBA Section 7(a) loan program and in the asset-based
lending portfolio.
The weighted average yield of the commercial loan portfolio at December 31, 2000
was 12.41%, an increase of 72 basis points from 11.69% at December 31,
1999,which was down 47 basis points from 12.16% at December 31, 1998. The
increase in 2000 and the decrease in 1999 primarily reflected a shift in the mix
within the commercial portfolio from fixed-rate loans to floating-rate or
adjustable-rate loans tied to the prime rate, and the corresponding sensitivity
of the yield to movements in the prime rate. Medallion continues to originate
adjustable-rate and floating-rate loans tied to the prime rate to help mitigate
its interest rate risk in a rising interest rate environment. At December 31,
2000, floating-rate loans represented approximately 69% of the commercial
portfolio compared to 52% and 28% at December 31, 1999 and 1998. Although this
strategy initially produces a lower yield, we believe that this strategy
mitigates interest rate risk by better matching our earning assets to their
adjustable-rate funding sources.
Equity Investments
Equity Investments were 0.4%, 0.4%, and 2.8% of Medallion's total
portfolio at December 31, 2000, 1999, and 1998. Equity investments are comprised
of common stock and warrants.
Trend in Interest Expense
Medallion's interest expense is driven by the interest rate payable on its
LIBOR-based short-term credit facilities with bank syndicates, long-term notes
payable and, to a lesser degree, secured commercial paper and fixed-rate,
long-term debentures issued to or guaranteed by the SBA.
18
The following table provides the interest rates and interest expense of
Medallion's major credit facilities for the years ended December 31, 2000, 1999,
and1998:
================================================================================
Percentage
Actual of Total
Interest Interest
Average Cost of Funds Expense Expense
- --------------------------------------------------------------------------------
December 31, 2000
Notes payable to banks 7.77% $14,034,234 48.5%
Commercial paper 7.25 9,827,886 34.0
Senior secured notes 7.31 3,287,459 11.4
SBA debentures 7.99 1,794,081 6.1
======================================================
Total 7.54 $28,943,660 100.0%
- --------------------------------------------------------------------------------
December 31, 1999
Notes payable to banks 6.97% $ 9,143,232 43.6%
Commercial paper 5.82 7,171,459 34.2
Senior secured notes 7.95 1,512,684 7.2
SBA debentures 7.44 3,160,314 15.0
======================================================
Total 6.64 $20,987,689 100.0%
- --------------------------------------------------------------------------------
December 31, 1998
Notes payable to banks 7.15% $ 9,297,673 54.8%
Commercial paper 6.21 3,555,769 21.0
SBA debentures 8.14 4,113,515 24.2
======================================================
Total 7.13 $16,966,957 100.0%
================================================================================
In recent years, Medallion has reduced its reliance on SBA financing in
favor of bank debt and other funding sources. Medallion will continue to seek
SBA funding, however to the extent it offers attractive rates. SBA financing
subjects its recipients to limits on the amount of secured bank debt they may
incur. Accordingly, Medallion plans to limit its use of SBA funding to the
subsidiary level to fund loans that qualify under the SBIA and SBA regulations.
Further, Medallion believes that its transition to financing operations
primarily with short-term LIBOR-based secured bank debt and secured commercial
paper has generally decreased its interest expense, but has also increased
Medallion's exposure to the risk of increases in market interest rates, which
Medallion attempts to mitigate with certain hedging strategies. At December 31,
2000 and December 31, 1999, short-term LIBOR-based debt including commercial
paper constituted 83.2% and 81.0% of total debt, respectively.
Medallion's cost of funds is primarily driven by the rates paid on its
various debt instruments and their relative mix and changes in the levels of
average borrowings outstanding. Medallion incurs LIBOR-based debt for terms
generally ranging from 1 to 180 days. Medallion's debentures issued to or
guaranteed by the SBA typically have initial terms of ten years. Medallion's
cost of funds reflects changes in LIBOR to a greater degree than in the past
because LIBOR-based debt represents a greater proportion of Medallion's debt.
Medallion measures its cost of funds as its aggregate interest expense for all
of its interest-bearing liabilities divided by the face amount of such
liabilities. Medallion analyzes its cost of funds in relation to the average of
the 90- and 180-day LIBOR (the "LIBOR Benchmark"). Medallion's average cost of
funds for 2000 was 7.54%, up from 6.64% in 1999, reflecting the higher rate
environment resulting from the series of rate increases initiated by the Federal
Reserve Board.
During December 2000, Medallion's outstanding commercial paper began to
mature and was replaced by draws on the notes payable to banks at a cost of
approximately 7.83%, as compared to a cost of 7.10% under the commercial paper
program. The commercial paper was not renewed as a result of the loss of a
credit rating due to the merger of the two rating agencies providing credit
ratings to Medallion and due to the remaining rating agency placing Medallion's
rating on negative credit watch.
Taxicab Advertising
In addition to its finance business, Medallion also conducts a taxicab
rooftop advertising business through Media, which began operations in November
1994. Media's revenue is affected by: the number of taxicab rooftop advertising
displays, currently showing advertisements, and the rate charged customers for
those displays. At December 31, 2000, Media had approximately 10,000 installed
displays. Medallion expects that Media will continue to expand its operations by
entering new markets on its own or through acquisition of existing taxicab
rooftop advertising companies. Although Media is a wholly-owned subsidiary of
Medallion, its results of operations are not consolidated with Medallion's
operations because the Securities and Exchange Commission regulations prohibit
the consolidation of non-investment companies with investment companies.
On August 7, 2000, Media entered into an agreement for up to ten years
with Yellow Cab Service Corp., the taxi division of Coach USA, the leading taxi
and bus charter company in the U.S., to sell advertising space on the top of
over 2,300 taxicabs
19
throughout the United States. Going forward, as Coach USA acquires taxi
companies around the U.S., Media will have the right to place advertisements on
top of those taxis as well.
On August 30, 2000, Media purchased all the assets of Out There Media
L.L.C. ("Out There"), a privately held company headquartered in Cleveland. Out
There has the right to place an advertisement on top of more than 250 taxis in
Cleveland, Columbus, and Toledo, and has contracts with some of the largest taxi
fleets in these cities.
On February 8, 2001, we announced that Media entered into an agreement to
acquire Taxi Media Network, the largest taxicab advertising company in Japan,
which holds the rights to provide advertising on 7,000 taxis in Japan. The
transaction is subject to due diligence reviews and other customary closing
conditions.
Factors Affecting Net Assets
Factors that affect Medallion's net assets include, net realized gain or
loss on investments and change in net unrealized appreciation or depreciation of
investments. Net realized gain or loss on investments is the difference between
the proceeds derived upon sale or foreclosure of a loan or an equity investment
and the cost basis of such loan or equity investment. Change in net unrealized
appreciation or depreciation of investments is the amount, if any, by which
Medallion's estimate of the fair value of its investment portfolio is
above/below the previously established fair value or the cost basis of the
portfolio. Under the 1940 Act and the SBIA, Medallion's loan portfolio and other
investments must be recorded at fair value.
Unlike certain lending institutions, Medallion is not permitted to
establish reserves for loan losses, but adjusts quarterly the valuation of our
loan portfolio to reflect Medallion's estimate of the current value of the total
loan portfolio. Since no ready market exists for Medallion's loans, fair value
is subject to the good faith determination of Medallion. In determining such
fair value, Medallion and its Board of Directors takes into consideration
factors such as the financial condition of its borrowers and the adequacy of its
collateral. Any change in the fair value of portfolio loans or other investments
as determined by Medallion is reflected in net unrealized depreciation or
appreciation of investments and affects net increase in net assets resulting
from operations but has no impact on net investment income or distributable
income.
Consolidated Results of Operations
For the Years Ended December 31, 2000 and 1999.
The 2000 year was a year of maturity for the Company as cumulative growing
pains from prior years were addressed and the Company began a new commitment to
operational and financial excellence. Steps taken included the resolution of the
material weaknesses identified from the 1999 financial audit, the hiring of a
strong new cadre of senior management, the initiating of a dialogue with the
Company's lending syndicates as to borrowing conditions, and the reassessment of
strategic initiatives both underway and anticipated in the future. As a result
of this process, the Company recorded adjustments against net investment income
of $3.1 million reflecting a number of one-time adjustments relating to
acquisition-related matters ($1.8 million), the termination of certain capital
markets activities ($0.8 million), and the costs of amending our borrowing
agreements with our bank group ($0.5 million).
As reported, net increase in net assets resulting from operations was $7.5
million or $0.52 per share in 2000, a decrease of $13.6 million or 64% from
$21.1 million or $1.44 per share in 1999, primarily reflecting the one-time
adjustments described above and the impact of the Radio One, Inc. investment
gain of $17.8 million recorded in 1999 as a result of Radio One's initial public
offering completed during the three months ended June 30, 1999. Adjusting for
the effects of these unusual items, net increase in net assets resulting from
operations was $10.7 million or $0.73 per share in 2000, compared to $3.3
million or $0.23 per share in 1999, an increase of $7.4 million or 224%,
reflecting increased net interest and non-interest income, complemented by a
sharp reduction in net unrealized depreciation on investments, partially offset
by an increase in operating expenses. Return on average assets and return on
average equity for 2000 were 1.38% and 4.94% (1.95% and 7.00% adjusted for the
unusual items), respectively, compared to 4.30% and 13.53% (0.68% and 2.14%
adjusted for the Radio One investment gain) for 1999.
Investment income was $55.4 million in the year, up $11.3 million or 26%
from $44.1 million in 1999. The increase compared to 1999 reflected both the
higher level of interest rates in the economy during 2000 and the increased
level of loans, coupled with additional interest income recorded on the
collateral appreciation participation loans. Net investments grew $24.6 or 5% to
$514.2 million in 2000 from $489.6 million in 1999.
The yield on the total portfolio at December 31, 2000 was 10.56%, an
increase of 65 basis points compared with a yield of 9.91% a year-ago. The
increase primarily reflects the series of rate hikes initiated by the Federal
Reserve bank during late 1999 and continuing through most of 2000. The impact of
the higher yield increased investment income by approximately $3.3 million in
2000. Also impacting the improvement in investment income was the continuing
movement of portfolio composition towards higher-yielding commercial loans from
lower-yielding medallion loans. Yields on medallion loans at year-end were 9.22%
(up from 8.91% in 1999), and the yields on commercial loans were 12.41% at
year-end (up from 11.69% in 1999). As rates began to rise, management made a
conscious effort to sell or not renew these typically fixed, lower-rate
medallion loans and replace them with floating, higher-rate commercial loans.
20
Medallion loans were $299.3 million at December 31, 2000, down $22.6
million or 7% from $321.9 million in 1999, primarily reflecting a reduction in
New York City medallion loans, partly offset by increased medallion loans in
other markets, especially in Chicago and Boston. The commercial loan portfolio
was $212.7 million at year-end, compared to $165.7 million a year earlier, an
increase of $47.1 million or 28%. The increases were in most commercial lending
categories, including $13.6 million in the asset-based lending business and $8.6
million in the SBA 7(a) lending program. The balance of the commercial loan
increase was spread amongst many generic commercial lending categories,
including restaurants, real estate, mezzanine financing, and other small
business pursuits.
During the 2000 first half, we originated collateral appreciation
participation loans collateralized by Chicago taxi medallions of $30.0 million,
of which $21.0 million was syndicated to other financial institutions. In
consideration for modifications from our normal taxi medallion lending terms, we
offered loans at higher loan-to-value ratios, and we are entitled to earn
additional interest income based upon any increase in the value of the taxi
medallion collateral on the entire $30.0 million portfolio. The value of Chicago
taxi medallions increased during 2000, and accordingly, additional interest of
$3.1 million was recorded as investment income for 2000.
Interest expense was $28.9 million in 2000, up $8.0 million or 38%
compared to 1999, primarily reflecting increased borrowing levels, coupled with
the impact of an increased interest rate environment. During 2000, Medallion
completed the leveraging of its equity base by essentially fully drawing down
the existing bank lines of credit, resulting in an increase in debt outstanding
of $39.0 million or 11% to $396.1 million. The increase in average debt
outstanding was $67.8 million, a 21% increase compared to 1999. In addition to
the higher borrowing levels, Medallion's debt is primarily tied to floating rate
indexes, which rose during most of 2000. As a result, the average cost of funds
was 7.54% in 2000, compared to 6.64% in 1999, a 14% increase of 90 basis points.
Approximately 83% of Medallion's debt is short-term and floating rate, up
slightly from 81% in 1999.
Net interest income was $26.4 million for 2000, up $3.3 million or 14%
from 1999, primarily reflecting the additional interest recorded on the
collateral appreciation participation loans. Excluding those amounts, net
interest income was up $0.2 million or 1%, reflecting the relatively greater
increase in the level of debt outstanding compared to the growth in the loan
portfolio, coupled with a reduction in the net interest spread from the increase
in borrowing costs which outpaced the increase in yield on the loan portfolio.
Medallion had gains on the sale of the guaranteed portion of SBA 7(a)
loans of $2.8 million in 2000, down $0.2 million or 7% from $3.0 million in
1999. During 2000, $51.1 million of loans were sold under the SBA program
compared to $53.8 million during 1999. The decline in gains on sale reflected a
decrease in loans sold of $2.7 million or 5%, along with a decrease in the level
of market-determined premiums received on the sales. Equity in earnings (losses)
of unconsolidated subsidiary reflects the operations of the Media division of
Medallion. The losses of $0.4 million in 2000 increased $0.2 million from losses
of $0.2 million in 1999, and reflected the greater costs associated with the
rapid increase in tops under contract and cities serviced, which outpaced the
$1.3 million or 13% increase in revenue. During 2000, vehicles under contract
increased 3,500 or 55% to 9,900 from 6,400 in 1999. Negative goodwill was fully
accreted during 2000, and accordingly, accretion of $0.4 million in 2000
declined from $0.7 million in 1999. Other income of $3.4 million increased $1.2
million from $2.2 million in 1999, primarily reflecting an increase of $0.6
million in servicing fee income, as well as increases in prepayment fees, late
charges, and other miscellaneous income.
Non-interest expense was $23.4 million, up $5.4 million or 30%, from $18.0
million in 1999. Included in the amounts for 2000 were $1.1 million of costs
related to the Freshstart acquisition, and write-offs of $0.9 million for costs
related to acquisitions that were terminated during the year, $0.5 million of
other costs associated with capital markets activities, $0.3 million related to
a spin-off of an operating division that was terminated, and $0.3 million
related to a postponed asset securitization. Excluding these amounts,
non-interest expense was $20.3 million, up $2.3 million or 13% from 1999.
Salaries and benefits expense of $10.5 million was up $0.9 million or 9%,
reflecting normal salary increases and the impact of new senior management
hires. Professional fees of $2.6 million were up $0.7 million or 40% from $1.9
million in 1999 (up $0.2 million or 13% excluding the write-offs of certain of
the costs described above), reflecting higher audit costs in 2000, and
consultation on systems development and a variety of business development
initiatives. Merger-related expense of $1.8 million in 2000 reflects the costs
associated with the Freshstart merger and the write-off of costs capitalized in
connection with two acquisitions that were contracted in 2000, but which were
subsequently terminated. Amortization of goodwill was $0.5 million in 2000,
essentially unchanged from 1999. Administration and advisory fees were $0.1
million in 2000, down $0.1 million or 54% from $0.2 million in 1999, reflecting
the completion of the advisory services contract. Other operating expenses of
$7.9 million were up $2.2 million or 38% (up $1.3 million or 23% excluding the
write-offs of certain of the costs described above) from $5.7 million in 1999.
The increase was generally spread among many operating areas of the Company, and
included write-offs related to a general cleanup of operations, increased rent,
and higher depreciation, advertising, bank charges, and miscellaneous other
operating expenses.
As reported, net investment income after taxes in 2000 was $9.3 million,
down $1.5 million or 14% from net investment income of $10.8 million in 1999,
reflecting the results of operations described above. Excluding the impact of
the unusual items previously mentioned, net investment income after taxes was
$12.4 million, up $1.6 million or 15% from 1999.
21
Net unrealized appreciation on investments was $2.2 million in 2000,
compared to net unrealized depreciation of $12.3 million in 1999, an increase of
$14.4 million. Unrealized appreciation/(depreciation) arises when Medallion
makes valuation adjustments to the investment portfolio. When investments are
sold or written-off, any resulting realized gain/(loss) is grossed up to reflect
previously recorded unrealized components. As a result, movement between periods
can appear distorted. The increase in 2000 activity primarily resulted from the
reversal of unrealized depreciation related to realized losses of $2.3 million
compared to 1999 activity which included the reversal of unrealized appreciation
related to the Radio One gain in 2000 of $5.4 million, along with a net increase
in unrealized depreciation of $6.9 million in 1999.
Net realized loss on investments in 2000 was $3.9 million, compared to a
net gain of $22.4 million in 1999, a decrease of $26.4 million. Most of the
decrease related to the 1999 sale of Medallion's Radio One equity investment,
which resulted in a realized gain of $23.1 million. Aside from Radio One,
Medallion sold another equity investment in 2000, which resulted in a loss of
$1.3 million. The balance of the increase in 2000 of $2.0 million represented
the write-off of various commercial loans that had previously been fully written
down through the quarterly valuation adjustment process
Medallion's net realized/unrealized loss on investments in 2000 was $1.7
million, which primarily reflected losses on commercial loans, compared to a net
realized/unrealized loss in 1999 of $7.5 million (excluding the Radio One
transaction) which primarily represented increased valuation allowances for
commercial loans.
For the Years ended December 31, 1999 and 1998
For the year ended December 31, 1999, net increase in net assets resulting
from operations was positively impacted by growth in the loan portfolio and an
increase in realized gains from the sale of common and preferred stock warrants,
offset by an increase in interest and operating expenses.
Investment income increased $6.2 million or 16% in 1999 compared to 1998.
The Company's investment income reflects the positive impact of portfolio growth
during the year. Total portfolio growth was $81 million or 20% from $409 million
at December 31, 1998 to $490 million at December 31, 1999. The overall increase
in investment income of $6.2 million was primarily the result of higher
outstanding loan levels with a higher percentage of loans in the commercial
installment-lending portfolio, which generated higher yields than medallion
loans. The lower yield on the medallion portfolio partially offset the increase
in the investment income
Total loan originations, net of participations, increased by $45.6 million
or 17.7% to $303.3 million in 1999, compared to $257.7 million in 1998.
The weighted average end of period yield of the entire portfolio was
essentially unchanged at 9.91% at December 31, 1999 compared to 9.92% at
December 31, 1998. The medallion loan portfolio yield at year end was 8.91%,
compared to 9.03% in 1998, a decrease of 12 basis points caused by a reduction
in yields due to increased competition and refinancing by borrowers at lower
rates. The commercial portfolio yield declined 47 basis points to 11.69% from
12.16% in 1998 reflecting a shift in the number of loans tied to prime (at lower
yields) as a percentage of the commercial portfolio, compared to the older
higher yielding fixed rate loans. In addition, the current interest rate
environment was such that the Company shortened maturity dates on new loans.
Shorter maturity loans typically have lower rates than longer maturity loans,
however, the shorter maturity dates helps reduce the Company's interest rate
risk exposure.
The Company's 1999 interest expense was $21 million, an increase of $4.0
million or 24% from 1998. The Company's end of period average cost of funds
increased 63 basis points to 7.12% from 6.49% at December 31, 1998. The increase
was caused by an 80 basis point increase in the LIBOR Benchmark. Also
contributing to the increase in cost of funds end of period was an increase in
the Company's issuance of LIBOR based bank debt, in place of commercial paper,
which was generally priced approximately 40-50 basis points higher than the
Company's commercial paper. Average total borrowings increased $78 million or
33% to $316 million in 1999, producing interest expense of $21 million at a
weighted average interest rate of 6.64% compared to $238 million in 1998, which
produced interest expense of $17 million at a weighted average interest rate of
7.13%. The weighted average interest rates include commitment fees and
amortization of premiums on existing interest rate cap agreements. The
percentage of the Company's short-term LIBOR based secured indebtedness
including secured commercial paper increased slightly as a percentage of total
indebtedness to 81.0% at December 31, 1999 from 80.2% at December 31, 1998.
The increase in the net interest income was primarily the result of the
net increase in the principal outstanding in both the medallion and commercial
loan portfolios in 1999 over 1998 of $36 million and $55 million respectively.
In 1999, Media generated net income of $258,000, which included
approximately $473,000 of revenue from taxi top advertising sales to the
Company, compared to $1.2 million in 1998. The decline is primarily the result
of higher cost of goods sold and operating expenses. Advertising revenue
increased $2.4 million or 31.2% to $9.9 million in 1999 up from $7.5 million in
1998. Display rental costs increased $1.9 million or 76.6% to $4.3 million in
1999 from $2.4 million in 1998. This resulted in a gross margin in 1999 of
approximately $5.6 million or 56.9% of advertising revenue compared to $5.1
million or 67.9% in 1998. The increase in advertising revenue and display rental
cost is directly related to the increase in the number of Displays owned by
Media. The number
22
of Displays owned by Media increased 1,200 or 23% to approximately 6,400 at
December 31, 1999. The $2.4 million increase in revenue was partially offset by
the shortfall in revenue resulting from the elimination of higher priced tobacco
advertising with initially lower priced replacement contracts and a related
lower average display occupancy in 1999 of 81.4% down from 100% in 1998. Total
operating expense increased by $2.1 million in 1999 primarily due to increases
in the following expense categories: salary and benefits of $700,000, commission
of $209,000, office supplies of $63,000, travel and entertainment of $312,000.
These increases reflect the growth and expansion of the business.
The Company experienced a gain on the sale of the guaranteed portion of
SBA 7(a) loans in the amount of $3.0 million on loans sold for the year ended
December 31, 1999 compared to $2.3 million for the year ended December 31, 1998.
The increase in the gain is the result of the increase in the sale of loans
during the year of $53.8 million for 1999 compared to $23.0 million for 1998,
offset by a reduction in the premiums received for the sales.
The Company's other income increased $583,000 or 35% to $2.2 million in
1999. Other income was primarily derived from servicing fee income, late
charges, prepayment fees and miscellaneous income. Approximately $320,000 of the
increase is due to growth in servicing fee income on the guaranteed portion of
SBA loans sold in the secondary market. Prepayment fees are heavily influenced
by the level and volatility of interest rates and competition. Accretion of
negative goodwill was $722,000 in 1999 and 1998.
The Company's non-interest expenses increased $3.8 million or 27% to $18
million in 1999. Salary and benefits increased $3.8 million or 66%, other
operating expenses totaled $5.7 million for an increase of $692,000 or 14% and
professional fees increased $775,000 or 71% to $1.9 million. The increase in
salary and benefits of $3.8 million relates to: the full year impact of 1998
staff changes, higher commissions, salary adjustments, changes which lower the
recording of deferred loan origination costs, the full year impact of the
Medallion Business Credit operation which was partially in operation during
1998, higher accruals related to special bonus payouts, and one time severance
expense related to the Chief Operating Officer's departure. Other operating
expenses increase of $692,000 was primarily the result of $250,000 expense
related to expenses incurred in reviewing the conversion of the Company's loan
system. The increase in professional fees related to expenses incurred in
reviewing potential acquisition candidates. The operating expense ratio
increased to 3.3% for 1999 from 3.1% for 1998. The operating expense ratio is
computed as non-interest expenses divided by total assets. The amortization of
goodwill was $530,000 in 1999, compared to $506,000 in 1998, and primarily
related to acquisitions in connection with the initial public offering in 1996.
Net investment income was $10.8 million in 1999, a decrease of $1.9
million or 15% from $12.7 million in 1998. The decrease was attributable to the
$4.0 million increase in interest expense due to a higher cost of funds in 1999,
higher non-interest expenses of $3.8 million, offset by an increase in
investment income and non interest income of $6.2 million and $133,000
respectively.
The change in net unrealized depreciation in 1999 was $12.3 million as
compared to a change in net unrealized appreciation of $2.6 million in 1998.
This change results from approximately $5.4 million of net unrealized
depreciation that was recognized when Radio One stock owned by the Company was
sold which offset the previously recognized unrealized appreciation, and
approximately $6.5 million of net unrealized depreciation from additional loan
loss reserves recorded.
The Company had an increase in realized net gain on investments of $21.3
million from $1.3 million in 1998 to $22.6 million in 1999. The increase in
realized gains was the result of the sale of Radio One stock held by the
Company.
Net increase in net assets resulting from operations was $21.1 million in
1999, an increase of 4.5 million or 27% over the $16.6 million earned in 1998.
The increase was attributable to the positive impact of portfolio growth, an
increase in realized gains offset by an increase in operating expenses and an
increase in unrealized depreciation. Return on assets and return on equity for
the year ended December 31, 1999, were 4.3% and 13.53%, respectively, compared
to 4.1% and 10.77% for the year ended December 31, 1998.
ASSET/LIABILITY MANAGEMENT
Interest Rate Sensitivity
Medallion, like other financial institutions, is subject to interest rate
risk to the extent its interest-earning assets (consisting of medallion loans
and commercial loans) reprice on a different basis over time in comparison to
its interest-bearing liabilities (consisting primarily of credit facilities with
bank syndicates, secured commercial paper, senior secured notes and subordinated
SBA debentures).
A relative measure of interest rate risk can be derived from Medallion's
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.
23
Medallion's interest rate sensitive assets were $532.9 million and
interest rate sensitive liabilities were $396.1 million at December 31, 2000.
The one-year cumulative interest rate gap was negative $136.8 million, or 25.7%
of interest rate sensitive assets.
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 portfolio. Based on past experience, Medallion anticipates that
approximately 40% of the portfolio will mature or be prepaid each year.
Medallion believes that the average life of its loan portfolio 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.
The following schedule of principal payments sets forth at December 31,
2000 the amount of interest-earning assets and interest-bearing liabilities
maturing or repricing within the time periods indicated. The principal amount of
medallion loans and commercial loans are assigned to the time frames in which
such principal amounts are contractually obligated to be paid. Medallion has not
reflected an assumed annual prepayment rate for medallion loans or commercial
loans in this table.
===================================================================================================================================
More Than More Than More Than More Than
1 and 2 and 3 and 5 and
Less Than Less Than Less Than Less Than Less Than
(Dollars in thousands) 1 Year 2 Years 3 Years 5 Years 6 Years Thereafter Total
===================================================================================================================================
Earnings Assets
Medallion and commercial fixed-rate
loans $25,513 $71,760 $73,451 $162,408 $4,882 $27,408 $365,422
Variable-rate loans 151,789 -- -- -- -- -- 151,789
Cash 15,653 -- -- -- -- -- 15,653
- -----------------------------------------------------------------------------------------------------------------------------------
Total earning assets 192,955 71,760 73,451 162,408 4,882 27,408 532,864
- -----------------------------------------------------------------------------------------------------------------------------------
Liabilities
Revolving line of credit 305,700 -- -- -- -- -- 305,700
Commercial paper 24,066 -- -- -- -- -- 24,066
SBA debentures -- 1,300 -- 1,040 7,750 11,270 21,360
Senior secured notes -- -- -- 45,000 -- -- 45,000
- -----------------------------------------------------------------------------------------------------------------------------------
Total liabilities 329,766 1,300 -- 46,040 7,750 11,270 396,126
- -----------------------------------------------------------------------------------------------------------------------------------
Interest rate gap (136,811) 70,460 73,451 116,368 (2,868) 16,138 $136,738
- -----------------------------------------------------------------------------------------------------------------------------------
Cumulative interest rate gap $(136,811) $(66,351) $7,100 $123,468 $120,600 $136,738 --
===================================================================================================================================
Interest Rate Cap Agreements
Medallion seeks to manage the exposure of the portfolio to increases in
market interest rates by entering into interest rate cap agreements to hedge a
portion of its variable-rate debt against increases in interest rates and by
incurring fixed-rate debt consisting primarily of subordinated SBA debentures.
24
We entered into an interest rate cap agreements limiting our maximum LIBOR
exposure on our revolving credit facility in accordance with the terms shown in
the following table:
==============================================================================
Libor Effective Maturity
Amount Rate Date Date
- ------------------------------------------------------------------------------
$20,000,000 7.0% 4/7/98 3/30/01
10,000,000 6.5 7/6/99 7/6/01
10,000,000 6.5 7/6/99 7/6/01
10,000,000 7.25 6/22/00 6/24/02
==============================================================================
Total premiums paid under the interest rate cap agreements are being
amortized over the respective terms of the agreements. Medallion will seek to
manage interest rate risk by originating adjustable-rate loans, by incurring
fixed-rate indebtedness, by evaluating and purchasing, if appropriate,
additional derivatives, and by revising, if appropriate, its overall level of
asset and liability matching.
In addition, Medallion manages its exposure to increases in market rates
of interest by incurring fixed-rate indebtedness, such as five year senior
secured notes and subordinated SBA debentures. Medallion currently has
outstanding $45 million of senior secured notes maturing June 1, 2004, at a
fixed interest rate of 7.20% and SBA debentures in the principal amount of $21.4
million with a weighted average interest rate of 7.28%. At December 31, 2000,
these notes and debentures constituted 11.4% and 5.4% of Medallion's total
indebtedness respectively.
Liquidity and Capital Resources
Our sources of liquidity are credit facilities with bank syndicates,
senior secured notes, long-term SBA debentures that are issued to or guaranteed
by the SBA, our secured commercial paper program and loan amortization and
prepayments. As a RIC, we distribute at least 90% of our investment company
taxable income; consequently, we primarily rely upon external sources of funds
to finance growth. At December 31, 2000, our $396.1 million of outstanding debt
was comprised as follows: 77.2% bank debt, substantially all of which was at
variable effective interest rates with an weighted average interest rate of
7.83%, 6.1% secured commercial paper with an annual weighted average interest
rate of 7.10%, 11.4% long-term senior secured notes fixed at an interest rate of
7.20%, and 5.4% subordinated SBA debentures, with fixed-rates of interest with
an annual weighted average rate of 7.28%. Medallion is eligible to seek SBA
funding and will seek such funding when the rates presented are advantageous In
March 2001, we applied for $72.0 million of additional funding with the SBA
($108.0 million to be committed by the SBA, subject to our raising of additional
equity capital.) This application is currently under review, although no
assurance can be given that such funding will be obtained. Since SBA financing
subjects its recipients to certain regulations, Medallion will seek funding at
the subsidiary level to maximize its benefits.
Currently, Medallion has fully drawn down its existing bank lines of
credit. Medallion has observed a practice of minimizing credit facility fees
associated with the unused component of credit facilities by keeping the unused
component as small as possible and periodically increasing the amounts available
under such credit facilities only when necessary to fund portfolio growth.
Additionally, Medallion's lead member in the lending syndicate has approximately
doubled its exposure to Medallion and MFC to $95 million as a result of a merger
between such lead member and another bank in the lending syndicate in September
2000. This bank has asked Medallion to find an additional participant to reduce
its exposure. Medallion is actively seeking new members for the lending
syndicate. As a result, Medallion is currently unable to expand its borrowing
lines until new banks join the lending syndicate or a debt offering is
completed. This has limited Medallion's ability to fund its originally planned
level of loan originations.
Medallion's bank and commercial paper facilities are subject to periodic
reviews by the lending syndicate funding the borrowings and are also subject to
certain covenants and restrictions. As of December 31, 2000, we were in
negotiations with both the Bank group and the lenders of our senior secured
notes on amendments to our existing loan agreements. These amendments, which
were finalized on March 30, 2001, granted Medallion a waiver of compliance with
certain provisions, clarified and revised certain provisions of the
agreements related to business activities and financial covenants at Medallion
and MFC, and adjusted the rate of interest paid on the notes. As of the
effective date of the amendments, Medallion believes it and MFC are in
compliance with the requirements of the credit facilities, as amended, and
expect to remain in compliance with the amended credit facilities for the
forseeable future. Medallion, MFC, and their lenders have initiated discussions
as to the next renewal of the existing bank loans which mature in June and
September, 2001. Although, there can be no assurances, the Company expects a
satisfactory result from these discussions.
On November 22, 2000, Fitch IBCA placed Medallion's "BBB" senior secured
debt rating and "F2" secured commercial paper rating on negative watch. In
addition, in December 2000, Medallion's other rating agency, Thompson's
Bankwatch, was acquired by Fitch IBCA, leaving it with only one commercial paper
rating. Primarily as a result of these factors, a substantial portion of
Medallion's commercial paper did not rollover and has subsequently been replaced
by Medallion's bank facility. On January 18, 2001, Fitch IBCA lowered our senior
secured debt rating and secured commercial paper rating to "BB+" and "B",
respectively, and removed them from negative watch.
Medallion believes that its bank credit facilities and cash flow from
operations (after distributions to stockholders) will be adequate to fund the
continuing operations of Medallion's loan portfolio and advertising business.
Nevertheless, Medallion continues to explore additional options, which may
increase available funds for Medallion's growth and expansion strategy. In
addition, to the application for SBA funding described above, these financing
options would provide additional sources of funds for both external
25
expansion and continuation of internal growth.
We are working with investment banking firms to investigate the viability
of a number of other financing options which include an equity offering of
securities, the sale or spin-off of certain assets or divisions, and the
development of a securitization conduit program. These financing options would
also provide additional sources of funds for both external expansion and
continuation of internal growth. If none of these financing options occur,
management believes liquidity would still be adequate to fund the continuing
operations of Medallion's loan portfolio and advertising business. Deferred
costs related to these financing options was approximately $173,000 as of
December 31, 2000 and were included in other assets on Medallion's consolidated
balance sheets.
The following table illustrates sources of available funds for Medallion
and each of the subsidiaries, and amounts outstanding under credit facilities
and their respective end of period weighted average interest rate at December
31, 2000:
==================================================================================================================================
Medallion
(Dollars in thousands) Financial MFC BLL MCC MBC FSVC Total
- ----------------------------------------------------------------------------------------------------------------------------------
Cash $4,903 $4,584 $1,155 $1,890 $2,375 $746 $15,653
Revolving lines of credit(1) 110,000 220,000 -- -- -- 3,500 333,500
Amounts available 3,500 234 -- -- -- -- 3,734
Amounts outstanding 106,500 195,700 -- -- -- 3,500 305,700
Average interest rate 8.09% 7.68% -- -- -- 8.38% 7.83%
Maturity 9/01 6/01 -- -- -- Demand 6/01 - 9/01
Commercial paper -- 24,066 -- -- -- -- 24,066
Average interest rate -- 7.10% -- -- -- -- 7.10%
Maturity -- 6/01 -- -- -- -- 6/01
SBA debentures -- -- -- 10,500 -- 10,860 21,360
Average interest rate -- -- -- 7.08% -- 7.47% 7.28%
Maturity -- -- -- 3/06 - 6/07 -- 12/02 - 9/07 12/02 - 9/07
Senior secured notes -- 45,000 -- -- -- -- 45,000
Average interest rate -- 7.20% -- -- -- -- 7.20%
Maturity -- 6/04 - 9/04 -- -- -- -- 6/04 - 9/04
-----------------------------------------------------------------------------------------------
Total cash and
amounts available
under credit facilities $8,403 $4,818 $1,155 $1,890 $2,375 $746 $19,387
==================================================================================================================================
Total debt outstanding $106,500 $264,766 $-- $10,500 $-- $14,360 $396,126
==================================================================================================================================
(1) Commercial paper outstanding is deducted from revolving credit lines
available as the line of credit acts as a liquidity facility for the
commercial paper.
- --------------------------------------------------------------------------------
Loan amortization, prepayments, and sales also provide a source of funding
for Medallion. Prepayments on loans are influenced significantly by general
interest rates, medallion loan market rates, economic conditions, and
competition. Medallion loan prepayments have slowed since early 1994, initially
because of increases, and then stabilization, in the level of interest rates,
and more recently because of an increase in the percentage of medallion loans,
which are refinanced with Medallion rather than through other sources of
financing. Loan sales are a major focus of the SBA Section 7(a) loan program
conducted by BLL, which is primarily set up to originate and sell loans.
Increases in SBA 7(a) loan balances in any given period generally reflect timing
differences in selling and closing transactions.
On June 1, 1999, MFC issued $22.5 million of Series A senior secured notes
that mature on June 1, 2004, and on September 1, 1999, MFC issued $22.5 million
of Series B senior secured notes that mature on September 1, 2004 (together, the
Notes). The Notes bear a fixed rate of interest of 7.2% and interest is paid
quarterly in arrears. The Notes rank pari passu with the revolvers and
commercial paper through inter-creditor agreements The proceeds of the Notes
were used to prepay certain of the Company's outstanding SBA debentures. See
also description of amendments referred to above.
Media funds its operations through internal cash flow and inter-company
debt. Media is not a RIC and, therefore, is able to retain earnings to finance
growth.
INVESTMENT CONSIDERATIONS
Interest rate fluctuations may adversely affect the interest rate spread we
receive on our taxicab medallion and commercial loans.
Because we borrow money to finance the origination of loans, our income is
dependent upon the difference between the rate at which we borrow funds and the
rate at which we loan funds. While the loans in our portfolio in most cases bear
interest at fixed-rates or adjustable-rates, we finance a substantial portion of
such loans by incurring indebtedness with floating interest rates. As short-
26
term interest rates rise, our interest costs increase, decreasing the net
interest rate spread we receive and thereby adversely affect our profitability.
Although we intend to continue to manage our interest rate risk through asset
and liability management, including the use of interest rate caps, general rises
in interest rates will tend to reduce our interest rate spread in the short
term. In addition, we rely on our counterparties to perform their obligations
under such interest rate caps.
A decrease in prevailing interest rates may lead to more loan prepayments, which
could adversely affect our business.
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
spread we receive.
Lending to small businesses involves a high degree of risk and is highly
speculative.
Our commercial loan activity has increased in recent years. Lending to
small businesses involves a high degree of business and financial risk, which
can result in substantial losses and should be considered speculative. Our
borrower base consists primarily of small business owners that have limited
resources and that are generally unable to achieve 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 borrowers may default on their loans.
We primarily invest in and lend to companies that may have limited
financial resources. Numerous factors may affect a borrower's ability to repay
its loan, including:
o the failure to meet its business plan;
o a downturn in its industry or negative economic conditions;
o the death, disability or resignation of one or more of the key
members of management; or
o the inability to obtain additional financing from traditional
sources.
Deterioration in a borrower's financial condition and prospects may be
accompanied by deterioration in the collateral for the loan. Expansion of our
portfolio and increases in the proportion of our portfolio consisting of
commercial loans could have an adverse impact on the credit quality of the
portfolio.
Because we must distribute our income, we have a continuing need for capital.
We have a continuing need for capital to finance our lending activities.
Our current sources of liquidity are the following:
o bank credit facilities;
o senior secured notes;
o sales of participations in loans;
o fixed-rate, long-term SBA debentures that are issued to or
guaranteed by the SBA;
o a secured commercial paper program; and
o loan amortization and prepayments.
As a RIC, we distribute at least 90% of our investment company taxable
income. Consequently, we primarily rely upon external sources of funds to
finance growth. At December 31, 2000, we had fully drawn all capacity available
under our $334 million bank credit facilities at variable effective rates of
interest averaging below the prime rate. We minimize credit facility fees
associated with the unused component of credit facilities by keeping the unused
component as small as possible and periodically increasing the amounts available
under the credit facilities only when necessary to fund portfolio growth. In
addition, we are eligible to seek SBA funding. In the event that we seek SBA
funding, no assurance can be given that the funding will be obtained.
27
We may have difficulty raising capital to finance our planned level of lending
operations.
We may have difficulty raising the capital necessary to finance our
planned level of lending operations. During December 2000, our outstanding
commercial paper began to mature and was replaced by draws on the notes payable
to our bank facility. The commercial paper was not renewed as a result of the
loss of a credit rating due to the merger of our rating agencies and due to the
remaining rating agency lowering our rating.
In addition, we are currently unable to expand our borrowing lines until
new banks join the lending syndicate or a debt offering is completed. The lead
bank in our lending syndicate has recently approximately doubled its exposure to
Medallion and MFC to $95 million as a result of a merger between the lead bank
and another member of the lending syndicate. In September 2000, this bank asked
us to find an additional participant to reduce its exposure. We are actively
seeking new members for the lending syndicate.
If we are unable to continue to diversify geographically, our business may be
adversely affected if the New York taxicab industry experiences an economic
downturn.
Although we are diversifying from the New York City area, a significant
portion of our taxicab advertising and loan revenue is derived from New York
City taxicabs and medallion loans collateralized by New York City taxicab
medallions. An economic downturn in the New York City taxicab industry could
lead to an increase in defaults on our medallion loans and may also adversely
affect the operation of our taxicab rooftop advertising business. In addition,
an economic downturn could impact the value of our medallion collateral. There
can be no assurance that we will be able to sufficiently diversify our
operations geographically.
If there is an economic downturn, our commercial loan customers may experience
difficulty in servicing their debt with us and the level of our delinquencies
and loan losses may increase.
An economic downturn could result in certain of our commercial loan
customers experiencing declines in business activities, which could lead to
difficulties in their servicing of their loans with us. If this were to happen,
the level of delinquencies, defaults, and loan losses in commercial loan
portfolio could increase.
The loss of certain key members of our senior management could adversely affect
us.
Our success is largely dependent upon the efforts of senior management.
The death, incapacity or loss of the services of certain of these individuals
could have an adverse effect on our operation and financial results. There can
be no assurance that other qualified officers could be hired.
Acquisitions may lead to difficulties that could adversely affect our
operations.
By their nature, corporate acquisitions entail certain risks, including
those relating to undisclosed liabilities, the entry into new markets and
personnel matters. Difficulties could also arise integrating the acquired
operations or managing problems due to sudden increases in the size of our loan
portfolio. In such instances, we might be required to modify our operating
systems and procedures, hire additional staff, obtain and integrate new
equipment and complete other tasks appropriate for the assimilation of new and
increased business activities. There can be no assurance that we would be
successful, if and when necessary, in minimizing these inherent risks or in
establishing systems and procedures which will enable us to effectively achieve
our desired results in respect of any of these or any future acquisitions.
Competition from entities with greater resources and less regulatory
restrictions may decrease our profitability.
We compete with banks, credit unions and other finance companies, some of
which are Small Business Investment Companies, or SBICs, in the origination of
taxicab medallion loans and commercial loans. We also compete with finance
subsidiaries of equipment manufacturers. Many of these competitors have greater
resources than Medallion and certain competitors are subject to less restrictive
regulations than Medallion. As a result, there can be no assurance that we will
be able to continue to identify and complete financing transactions that will
permit us to continue to compete successfully.
Our taxicab rooftop advertising business competes with other taxicab
rooftop advertisers as well as with all segments of the out-of-home advertising
industry. We also compete with other types of advertising media, including cable
and network television, radio, newspapers, magazines and direct mail marketing.
Certain of these competitors have also entered into the rooftop advertising
business. Many of these competitors have greater financial resources than
Medallion and offer several forms of advertising as well as production
facilities. There can be no assurance that we will continue to compete with
these businesses successfully.
The valuation of our loan portfolio is subjective and we may not be able to
recover our estimated value in the event of a foreclosure.
Under the 1940 Act, our loan portfolio must be recorded at fair value or
"marked to market." Unlike other lending institutions, we are not permitted to
establish reserves for loan losses. Instead, we adjust quarterly the valuation
of our portfolio to reflect our estimate of the current realizable value of our
loan portfolio. Since no ready market exists for this portfolio, fair value is
subject to the good faith determination of our management and the approval of
our Board of Directors. Because of the subjectivity of
28
these estimates, there can be no assurance that in the event of a foreclosure or
the sale of portfolio loans we would be able to recover the amounts reflected on
our balance sheet.
In determining the value of our portfolio, management and the board of
directors may take into consideration various factors such as the financial
condition of the borrower and the adequacy of the collateral. For example, in a
period of sustained increases in market rates of interest, management and the
Board of Directors could decrease its valuation of the portfolio if the
portfolio consists primarily of fixed-rate loans. Our valuation procedures are
designed to generate values which approximate the value that would have been
established by market forces and are therefore subject to uncertainties and
variations from reported results.
Considering these factors, we have determined that the fair value of our
portfolio is below its cost basis. At December 31, 2000, our net unrealized
depreciation on investments was approximately $7.4 million. Based upon current
market conditions and current loan-to-value ratios, our Board of Directors
believes that the net unrealized depreciation of investments is adequate to
reflect the fair value of the portfolio.
Changes in taxicab industry regulations that result in the issuance of
additional medallions could lead to a decrease in the value of our medallion
loan collateral.
Every city in which we originate medallion loans, and most other major
cities in the United States, limits the supply of taxicab medallions. This
regulation results in supply restrictions that support the value of medallions.
Actions that loosen these restrictions and result in the issuance of additional
medallions into a market could decrease the value of medallions in that market.
As a result, the value of the collateral securing our then outstanding medallion
loans in that market could be adversely affected. We are unable to forecast with
any degree of certainty whether any potential increases in the supply of
medallions will occur.
In New York City, Chicago and Boston, and in other markets where we
originate medallion loans, taxicab fares are generally set by government
agencies. Expenses associated with operating taxicabs are largely unregulated.
As a result, the ability of taxicab operators to recoup increases in expenses is
limited in the short term. Escalating expenses can render taxicab operations
less profitable, and could cause borrowers to default on loans from Medallion,
and could potentially adversely affect the value of Medallion's collateral.
A significant portion of our taxicab advertising and loan revenue is
derived from loans collateralized by New York City taxicab medallions. According
to New York City Taxi and Limousine Commission data, over the past 20 years New
York City taxicab medallions have appreciated in value an average of 10.2% each
year. However, for sustained periods during that time, taxicab medallions have
declined in value. Over the past year, the value of New York City taxicab
medallions has declined by approximately 9%.
Our failure to maintain our Subchapter M status could lead to a substantial
reduction in the amount of income distributed to our shareholders.
We, along with some of our subsidiaries, have qualified as regulated
investment companies under Subchapter M of the Internal Revenue Code. Thus, we
will not be subject to federal income tax on investment company taxable income
(which includes, among other things, dividends and interest reduced by
deductible expenses) distributed to our shareholders. If our subsidiaries or we
were to fail to maintain Subchapter M status for any reason, our respective
incomes would become fully taxable and a substantial reduction in the amount of
income available for distribution to us and to our shareholders would result.
To qualify under Subchapter M, we must meet certain income, distribution
and diversification requirements. However, because we use leverage, we are
subject to certain asset coverage ratio requirements set forth in the 1940 Act.
These asset coverage requirements could, under certain circumstances, prohibit
us from making distributions that are necessary to maintain our Subchapter M
status or require that we reduce our leverage.
In addition, the asset coverage and distribution requirements impose
significant cash flow management restrictions on us and limit our ability to
retain earnings to cover periods of loss, provide for future growth and pay for
extraordinary items. Qualification as a regulated investment company under
Subchapter M is made on an annual basis and, although we and some of our
subsidiaries are qualified as regulated investment companies, no assurance can
be given that we will each continue to qualify for such treatment.
Our SBIC subsidiaries may be unable to meet the investment company requirements,
which could result in the imposition of an entity-level tax.
The Small Business Investment Act of 1958 regulates some of our
subsidiaries. The Small Business Investment Act restricts distributions by an
SBIC. Our SBIC subsidiaries that are also regulated investment companies could
be prohibited by SBA regulations from making the distributions necessary to
qualify as a regulated investment company. Each year, in order to comply with
the SBA regulations and the regulated investment company distribution
requirements, we must request and receive a waiver of the SBA's restrictions.
While the current policy of the SBA's Office of SBIC Operations is to grant such
waivers if the SBIC makes certain offsetting adjustments to its paid-in capital
and surplus accounts, there can be no assurance that this will continue to be
the SBA's policy or that our subsidiaries will have adequate capital to make the
required adjustments. If our subsidiaries are unable to
29
obtain a waiver, compliance with the SBA regulations may result in loss of
regulated investment company status and a consequent imposition of an
entity-level tax.
The Internal Revenue Code's diversification requirements may limit our ability
to expand our taxicab rooftop advertising business and our medallion collateral
appreciation participation loan business.
We intend to continue to pursue an expansion strategy in our taxicab
rooftop advertising business. We believe that there are growth opportunities in
this market. However, the asset diversification requirements under the Internal
Revenue Code could restrict such expansion. These requirements provide that, as
a RIC, not more than 25% of the value of our total assets may be invested in the
securities (other than U.S. Government securities or securities of other
regulated investment companies) of any one issuer. While our investments in our
regulated investment company subsidiaries are not subject to this
diversification test so long as these subsidiaries are regulated investment
companies, our investment in Media is subject to this test.
At the time of the commencement of our operations in May 1996, Media
represented less than 25% of our assets and the diversification test was
satisfied. Presently, Media represents approximately 1% of our assets. The
subsequent growth in the value of Media by itself will not re-trigger the test
even if Media represents in excess of 25% of our assets. However, under the
Internal Revenue Code, the test must be reapplied in the event that we make a
subsequent investment in Media, lend to it or acquire another taxicab rooftop
advertising business. If we were to fail a subsequent test, we would lose our
regulated investment company status. As a result, our maintenance of regulated
investment company status could limit our ability to expand our taxicab rooftop
advertising business. It will be our policy to expand our advertising business
through internally generated growth. We will only consider an acquisition in
this area if we will be able to meet the Internal Revenue Code's diversification
requirements.
The fair value of the collateral appreciation participation loan portfolio
at December 31, 2000 was $12.1 million, which represented 2% of the total loan
portfolio. We will continue to monitor the levels of these asset types
in conjunction with the diversification tests.
We depend on cash flow from our subsidiaries to make dividend payments and other
distributions to our shareholders.
We are 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 dividend payments
and other distributions to our shareholders. Funds are provided to us by our
subsidiaries through dividends and payments on intercompany indebtedness, but
there can be no assurance that our subsidiaries will be in a position to
continue to make these dividend or debt payments.
We operate in a highly regulated environment.
We are regulated by the Securities Exchange Commission and the SBA. In
addition, changes in the laws or regulations that govern business development
companies, RIC's or SBIC's may significantly affect our business. Laws and
regulations may be changed from time to time, and the interpretations of the
relevant laws and regulations also are subject to change. Any change in the laws
or regulations that govern our business could have a material impact on our
operations or us.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Pursuant to the General Instructions to Rule 305 of Regulation S-K, the
quantitative and qualitative disclosures called for by this Item 7A and by Rule
305 of Regulation S-K are inapplicable to the Company at this time.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Reference is made to the financial statements set forth under Item
14(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 DISCLOSURES
Not Applicable.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
Incorporated by reference from the Company's Definitive Proxy Statement to
be filed by April 30, 2001 for its fiscal year 2001 Annual Meeting of
Shareholders under the caption Directors and Officers of the Registrant".
ITEM 11. EXECUTIVE COMPENSATION
Incorporated by reference from the Company's Definitive Proxy Statement to
be filed by April 30, 2001 for its fiscal year 2001 Annual Meeting of
Shareholders under the caption "Compensation of Directors and Executive
Officers".
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
Incorporated by reference from the Company's Definitive Proxy Statement to
be filed by April 30, 2001 for its fiscal year 2001 Annual Meeting of
Shareholders under the caption "Stock Ownership of Certain Beneficial Owners and
Management".
30
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Incorporated by reference from the Company's Definitive Proxy Statement to
be filed by April 30, 2001 for its fiscal year 2001 Annual Meeting of
Shareholders under the caption "Certain Transactions".
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
(A) 1. FINANCIAL STATEMENTS
The consolidated financial statements of Medallion Financial Corp. and the
Report of the 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.
(B) REPORTS ON FORM 8-K
None.
(C) EXHIBITS
Number Description
3.1a The Company's Restated Certificate of Incorporation. Filed as
Exhibit 2a to the Company's Registration Statement on Form N-2
(File No.333-1670) and incorporated by reference herein.
3.1b Certificate of Amendment to Medallion Financial Corp. Restated
Certificate of Incorporation. Filed as Exhibit 3.1.1 to the
Company's Quarterly Report on Form 10-Q for the quarterly
period ended June 30, 1998 (Filed No. 814-00188) and
incorporated by reference herein.
3.2 Medallion Financial Corp. Restated By-Laws. Filed as Exhibit b
to the Company's Registration Statement on Form N-2 (File No.
333-1670) and incorporated by reference herein.
10.1 Agreement of Merger between Medallion Financial Corp. and
Tri-Magna Corporation, dated December 21, 1995, as amended on
February 22, 1996. Filed as Exhibit K3(i) to the Company's
Registration Statement on Form N-2 (file No. 333-1670) and
incorporated by reference herein.
10.2 Stock Purchase Agreement among Medallion Financial Corp.,
Transportation Capital Corp., LNC Investments, Inc., Leucadia,
Inc. and Leucadia National Corporation, dated February 12,
1996. Filed as Exhibit K1 to the Company's Registration
Statement on Form N-2 (File No. 333-1670) and incorporated by
reference herein.
10.3 Asset Purchase Agreement between Medallion Financial Corp.,
and Edwards Capital Company, dated February 21, 1996. Filed as
Exhibit K2 to the Company's Registration Statement on Form N-2
(File No. 333-1670) and incorporated by reference herein.
10.4 Amendment Number 2 to Agreement of Merger between Medallion
Financial Corp. and Tri-Magna Corporation, dated April 26,
1996. Filed as Exhibit K3(ii) to the Company's Registration
Statement on Form N-2 (File No. 333-1670) and incorporated by
reference herein.
10.5 Amendment Number 1 to Stock Purchase Agreement among Medallion
Financial Corp. Transportation Capital Corp., LNC Investments,
Inc., Leucadia, Inc. and Leucadia National Corporation dated
April 30, 1996. Filed as Exhibit K(i) to the Company's
Registration Statement on Form N-2 (File No. 333-1670) and
incorporated by reference herein.
10.6 Amendment Number 1 to Asset Purchase Agreement between
Medallion Financial Corp. and Edwards Capital Company dated
April 30, 1996. Filed as Exhibit K2(i) to the Company's
Registration Statement on Form N-2 (File No. 333-1670) and
incorporated by reference herein.
31
10.7 First Amended and Restated Employment Agreement between
Medallion Financial Corp. and Alvin Murstein dated May 29,
1998. Filed as Exhibit 10.19 to the Company's Annual Report on
Form 10-K for the fiscal year ended December 31, 1998 (File
No. 814-00188) and incorporated by referenced herein.
10.8 First Amended and Restated Employment Agreement between
Medallion Financial Corp. and Andrew Murstein dated May 29,
1998. Filed as Exhibit 10.20 to the Company's Annual Report on
Form 10-K for the fiscal year ended December 31, 1998 (File
No. 814-00188) and incorporated by referenced herein.
10.9 Agreement between Medallion Taxi Media, Inc. and Glenn Grumman
dated July 25, 1996. Filed as Exhibit 10.2 to the Company's
Report on Form 10-Q for the quarterly period ended September
30, 1996 (File No. 814-00188) and incorporated herein by
reference.
10.10 Agreement between Medallion Taxi Media, Inc. and Metropolitan
Taxicab Board of Trade, Inc. dated March 6, 1997. Filed as
Exhibit 10.37 to the Company's Annual Report on Form 10-K/A
for the fiscal year ended December 31, 1996 (File No.
000-27812) and incorporated by reference herein.
10.11 Medallion Financial Corp. Dividend Reinvestment Plan. Filed as
Exhibit e to the Company's Registration Statement on Form N-2
(File No. 333-1670) and incorporated by reference herein.
10.12 Medallion Financial Corp. Amended and Restated 1996 Stock
Option Plan. Filed as Exhibit 10.1 to the Company's Quarterly
Report on Form 10-Q for the quarterly period ending June 30,
1998 (File No. 000-27812) and incorporated by reference
herein.
10.13 Medallion Financial Corp., Amended and Restated 1996
Non-Employee Directors Stock Option Plan. Filed as Exhibit A
to the Company's Request Form on Amendment and the Order by
the Commission approving the plan as of April 3, 2000 (File
No. 812-11800).
10.14 Medallion Funding Corp. 401k Savings Plan. Filed as Exhibit
21.2 to the Company's Registration Statement on Form N-2/A
(File No. 333-1670).
10.15 Letter Agreement dated April 18, 1997 between MFC and The
Chase Manhattan Bank relating to an interest rate cap
transaction in the amount of $10,000,000. Filed as Exhibit
10.1 to the Company's Quarterly Report on Form 10-Q for the
quarterly period ending June 30, 1997 (File No. 814-09744) and
incorporated by reference herein.
10.16 Letter Agreement dated May 9, 1997 between MFC and Fleet
National Bank ("Fleet") relating to an interest rate cap
transaction in the amount of $10,000,000. Filed as Exhibit
10.2 to the Company's Quarterly Report on Form 10-Q for the
quarterly period ended June 30, 1997 (File No. 814-09744) and
incorporated by reference herein.
10.17 Letter Agreement dated May 12, 1997 between MFC and Fleet
relating to an interest rate cap transaction in the amount of
$10,000,000. Filed as Exhibit 10.3 to the Company's Quarterly
Report on Form 10-Q for the quarterly period ended June 30,
1997 and incorporated by reference herein.
10.18 Asset Purchase Agreement dated as of August 20, 1997 among the
Company, BLI Acquisition Co., LLC, Business Lenders, Inc.,
Thomas Kellogg, Gary Mullin, Penn Ritter and
TriumphConnecticut, Limited Partnership (including all
exhibits thereto - schedules omitted). Filed as Exhibit 10.2
to the Company's Quarterly Report on Form 10-Q for the
quarterly period ended September 30, 1997 (File No. 000-27812)
and incorporated by reference herein.
10.19 Amended and Restated Loan Agreement, dated as of December 24,
1997, by and among Medallion Funding Corp., the lenders party
thereto Fleet Bank, National Association as Swing Line Lender,
Administrative Agent and Collateral Agent and The Bank of New
York as Documentation Agent with Fleet Bank, National
Association as Arranger. Filed as Exhibit 10.50 to the
Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1997 (File No. 812-09744) and incorporated by
reference herein.
32
10.20 Revolving Credit Note dated December 24, 1997 in the amount of
$30,000,000 from Medallion Funding Corp. payable to Fleet
Bank, National Association. Filed as Exhibit 10.51 to the
Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1997 (File No. 812-0974) and incorporated by
reference herein.
10.21 Revolving Credit Note dated December 24, 1997 in the amount of
$30,000,000 from Medallion Funding Corp. payable to The Bank
of New York. Filed as Exhibit 10.52 to the Company's Annual
Report on Form 10-K for the fiscal year ended December 31,
1997 (File No. 812-09744) and incorporated by reference
herein.
10.22 Revolving Credit Note dated December 24, 1997 in the amount of
$30,000,000 from Medallion Funding Corp. payable to
BankBoston, N.A. Filed as Exhibit 10.53 to the Company's
Annual Report on Form 10-K for the fiscal year ended December
31, 1997 (File No. 812-09744) and incorporated by reference
herein.
10.23 Revolving Credit Note dated December 24, 1997 in the amount of
$20,000,000 from Medallion Funding Corp. payable to Harris
Trust and Savings Bank. Filed as Exhibit 10.54 to the
Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1997 (File No. 812-09744) and incorporated by
reference herein.
10.24 Revolving Credit Note dated December 24, 1997 in the amount of
$20,000,000 from Medallion Funding Corp. payable to Bank Tokyo
- Mitsubishi Trust Company. Filed as Exhibit 10.55 to the
Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1997 (File No. 812-09744) and incorporated by
reference herein.
10.25 Revolving Credit Note dated December 24, 1997 in the amount of
$15,000,000 from Medallion Funding Corp. payable to Israel
Discount Bank of New York. Filed as Exhibit 10.56 to the
Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1997 (File No. 812-09744) and incorporated by
reference herein.
10.26 Revolving Credit Note dated December 24, 1997 in the amount of
$15,000,000 from Medallion Funding Corp. payable to European
American Bank. Filed as Exhibit 10.57 to the Company's Annual
Report on Form 10-K for the fiscal year ended December 31,
1997 (File No. 812-09744) and incorporated by reference
herein.
10.27 Revolving Credit Note dated December 24, 1997 in the amount of
$15,000,000 from Medallion Funding Corp. payable to Bank Leumi
USA. Filed as Exhibit 10.58 to the Company's Annual Report on
Form 10-K for the fiscal year ended December 31, 1997 (File
No. 812-09744) and incorporated by reference herein.
10.28 Revolving Credit Note dated December 24, 1997 in the amount of
$20,000,000 from Medallion Funding Corp. payable to The Chase
Manhattan Bank. Filed as Exhibit 10.59 to the Company's Annual
Report on Form 10-K for the fiscal year ended December 31,
1997 (File No. 812-09744) and incorporated by reference
herein.
10.29 Revolving Credit Note dated December 24, 1997 in the amount of
$5,000,000 from Medallion Funding Corp. payable to Fleet Bank,
National Association. Filed as Exhibit 10.60 to the Company's
Annual Report on Form 10-K for the fiscal year ended December
31, 1997 (File No. 812-09744) and incorporated by reference
herein.
10.30 Amended and Restated Security Agreement, dated as of December
24, 1997, between Medallion Funding Corp., as Debtor and Fleet
Bank, N.A., as Agent and Secured Party for the benefit of the
Banks and Swing Line Lender signatory to the Amended and
restated Loan Agreement, dated as of December 24, 1997, among
Medallion Funding Corp., the banks signatory thereto, the
Swing Line Lender, The Bank of New York as Documentation Agent
and Fleet Bank, N.A. as Arranger and Agent and the Holders of
Commercial Paper issued by Medallion Funding Corp. Filed as
Exhibit 10.61 to the Company's Annual Report on Form 10-K for
the fiscal year ended December 31, 1997 (File No. 812-09744)
and incorporated by reference herein.
10.31 First Amendment, dated as of February 5, 1998, to Amended and
Restated Loan Agreement, dated as of December 24, 1997, by and
among Medallion Funding Corp., the lenders party thereto,
Fleet Bank, National Association as Swing Line Lender,
Administrative Agent and Collateral Agent and The Bank of New
York as Documentation Agent with Fleet Bank, National
Association as Arranger. Filed as Exhibit 10.62 to the
Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1997 (File No. 812-09744) and incorporated by
reference herein.
33
10.32 Amendment No. 1, dated as of March 12, 1998, to Amended and
Restated Security Agreement, dated as of December 24, 1997,
between Medallion Funding Corp., ad Debtor and Fleet Bank,
N.A., as Agent and Secured Party for the benefit of the Banks
and Swing Line Lender signatory to the Amended and Restated
Loan Agreement, dated as of December 24, 1997, among Medallion
Funding Corp., the banks signatory thereto, the Swing Line
Lender, The Bank of New York as documentation Agent and Fleet
Bank, N.A. as Arranger and Agent and the Holders of Commercial
Paper issued by Medallion Funding Corp. Filed as Exhibit 10.63
to the Company's Annual Report on Form 10-K for the fiscal
year ended December 31, 1997 and incorporated by reference
herein.
10.33 Indenture of Lease, dated October 31, 1997, by and between
Sage Realty Corporation, as Agent and Landlord, and Medallion
Financial Corp., as Tenant. Filed as Exhibit 10.64 to the
Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1997 (File No. 812-09744) and incorporated by
reference herein.
10.34 Third Amendment, dated December 22, 1997, to Letter Agreement,
dated as of December 1, 1996. Between Medallion Financial
Corp. and Fleet Bank, National Association. Filed as Exhibit
10.65 to the Company's Annual Report on Form 10-K for the
fiscal year ended December 31, 1997 (File No. 812-09744) and
incorporated by reference herein
10.35 Endorsement No. 3, dated December 22, 1997, to Revolving
Credit Note dated December 1, 1996 in the amount of $6,000,000
from Medallion Financial Corp., payable to Fleet Bank, N.A.
Filed as Exhibit 10.66 to the Company's Annual Report on Form
10-K for the fiscal year ended December 31, 1997 (file No.
812-09744) and incorporated by reference herein.
10.36 (CE) Commercial Paper Dealer Agreement [4 (2) Program] between
Medallion Funding Corp., as issuer, and Smith Barney Inc., as
dealer, dated as of March 13, 1998. Filed as Exhibit 10.1 to
the Company's Quarterly report on Form 10-Q for the fiscal
quarter ended March 31, 1998 (File No. 000-27812) and
incorporated by reference herein.
10.37 Agency Agreement, by and between Medallion Funding Corp. and
Bank of Montreal Trust Company, dated as of March 13, 1998.
Filed as Exhibit 10.2 to the Company's quarterly Report on
Form 10-Q for the fiscal quarter ended March 31, 1998 (File
No. 000-27812 and incorporated by reference herein.
10.38 Loan Agreement, dated as of July 31, 1998, by and among
Medallion Financial Corp., the Lenders Party thereto, Fleet
Bank, National Association as Agent and Swing Line Lender and
Fleet Bank, National Association as Arranger (Exhibits
included). Filed as Exhibit 10.2 to the Company's Quarterly
Report on Form 10-Q for the fiscal quarter ended September 30,
1998 (File No. 814-00188) and incorporated by reference
herein.
10.39 Amended and Restated Loan Agreement by and among Medallion
Financial Corp., Medallion Business Credit, LLC, the Lenders
Party Hereto, Fleet Bank, National Association as Agent and
Swing Line Lender and Fleet Bank, National Association as
Arranger, dated June 29, 1999. Filed as Exhibit 10.1 on Form
10-Q for the fiscal quarter ended June 30, 1999 (File No.
814-00188) and incorporated by reference herein.
10.40 Medallion Funding Corp. $22,500,000 7.20% Senior Secured
Notes, Series A Due June 1, 2004 Note Purchase Agreement,
dated as of June 1, 1999. Filed as Exhibit 10.2 on Form 10-Q
for the fiscal quarter ended June 30, 1999 (File No.
814-00188) and incorporated by reference herein.
10.41 Security Agreement between Medallion Funding Corp., as debtor,
and Fleet Bank, N.A., as Agent and secured party, for the
benefit of the Travelers Insurance Company, the First Citicorp
Life Insurance Company, Citicorp Life Insurance Company,
United of Omaha Life Insurance Company and Companion Life
Insurance Company dated June 1, 1999. Filed as Exhibit 10.3 on
Form 10-Q for the fiscal quarter ended June 30, 1999 (File No.
814-00188) and incorporated by reference herein.
34
10.42 Security Agreement between Medallion Business Credit, LLC, as
debtor and Fleet Bank, N.A., as Agent and secured party, for
the benefit of The Banks and Swing Line Lender Signatory to
the Amended and Restated Loan Agreement, dated as of June 29,
1999, among Medallion Financial Corp., Medallion Business
Credit LLC, the Banks Signatory thereto, the Swing Line Lender
and Fleet Bank, N.A., as Arranger and Agent, dated as of June
29, 1999. Filed as Exhibit 10.4 on Form 10-Q for the fiscal
quarter ended June 30, 1999 (File No. 814-00188) and
incorporated by reference herein.
10.43 Intercreditor Agreement, dated June 1, 1999, among Fleet Bank,
N.A., as agent for and on behalf of the Banks, the Banks, the
Senior Noteholders, Fleet, acting as collateral agent to the
Senior Noteholders and Fleet as intercreditor collateral agent
for the Senior Creditors. Filed as Exhibit 10.5 on Form 10-Q
for the fiscal quarter ended June 30, 1999 (File No.
814-00188) and incorporated by reference herein.
10.44 $5,000,000 Swing Line Note, dated June 29, 1999. Filed as
Exhibit 10.6 on Form 10-Q for the fiscal quarter ended June
30, 1999 (File No. 814-00188) and incorporated by reference
herein.
10.45 $20,000,000 Revolving Credit Note No. 1, dated June 29, 1999.
Filed as Exhibit 10.7 on Form 10-Q for the fiscal quarter
ended June 30, 1999 (File No. 814-00188) and incorporated by
reference herein.
10.46 $15,000,000 Revolving Credit Note No. 2, dated June 29, 1999.
Filed as Exhibit 10.8 on Form 10-Q for the fiscal quarter
ended June 30, 1999 (File No. 814-00188) and incorporated by
reference herein.
10.47 $10,000,000 Revolving Credit Note No. 3, dated June 29, 1999.
Filed as Exhibit 10.9 on Form 10-Q for the fiscal quarter
ended June 30, 1999 (File No. 814-00188) and incorporated by
reference herein.
10.48 $10,000,000 Revolving Credit Note No. 4, dated June 29, 1999.
Filed as Exhibit 10.10 on Form 10-Q for the fiscal quarter
period ended June 30, 1999 (File No. 814-00188) and
incorporated by reference herein.
10.49 $10,000,000 Revolving Credit Note No. 5, dated June 29, 1999.
Filed as Exhibit 10.11 on Form 10-Q for the fiscal quarter
ended June 30, 1999 (File No. 814-00188) and incorporated by
reference herein.
10.50 $5,000,000 Revolving Credit Note No. 6, dated June 29, 1999.
Filed as Exhibit 10.12 on Form 10-Q for the fiscal quarter
ended June 30, 1999 (File No. 814-00188) and incorporated by
reference herein.
10.51 $10,000,000 Revolving Credit Note No. 7, dated June 29, 1999.
Filed as Exhibit 10.13 on Form 10-Q for the fiscal quarter
ended June 30, 1999 (File No. 814-00188) and incorporated by
reference herein.
10.52 $10,000,000 Revolving Credit Note No. 8, dated June 29, 1999.
Filed as Exhibit 10.14 on Form 10-Q for the fiscal quarter
ended June 30, 1999 (File No. 814-00188) and incorporated by
reference herein.
10.53 $10,000,000 Revolving Credit Note No. 9, dated June 29, 1999.
Filed as Exhibit 10.15 on Form 10-Q for the fiscal quarter
period ended June 30, 1999 (File No. 814-00188) and
incorporated by reference herein.
10.54 Commercial Paper Dealing Agreement, dated as of July 30, 1999
between Medallion Financial Corp., and U.S. Bancorp
Investments, Inc. Filed as Exhibit 10.1 on Form 10-Q for the
fiscal quarter period ended September 30, 1999 (File No.
814-00188) and incorporated by reference herein.
10.55 Amendment No. 1 to Second Amended and Restated Loan Agreement
and Limited Waiver dated as of March 30, 2001, by and among
Medallion Financial Corp., Medallion Business Credit, LLC, the
lending institutions listed thereto, Fleet National Bank, as
a Bank, as Swing Line Lender, and as Agent for the Banks.
Filed herewith.
10.56 Amendment No. 4 to Amended and Restated Loan Agreement and
Limited Waiver, dated as of March 30, 2001, by and among
Medallion Funding Corp., LLC, the lending institutions listed
thereto, Fleet National Bank, as a Bank, as Swing Line Lender,
and as Agent for the Banks. Filed herewith.
10.57 First Amendment Agreement, dated March 30, 2001 to Note
Purchase Agreement, dated as of June 1, 1999, between
Medallion Funding Corp. and each of the Purchasers named on
the Schedule thereto. Filed herewith.
35
21.1 List of Subsidiaries of Medallion Financial Corp. Filed
herewith.
23.1 Consent of Arthur Andersen LLP relating to its report
concerning Medallion Financial Corp., dated April 2,
2001. Filed herewith.
IMPORTANT FACTORS RELATING TO FORWARD-LOOKING STATEMENTS
The Private Securities Litigation Reform Act of 1995 provides a "safe
harbor" for forward-looking statements so long as those statements are
identified as forward-looking and are accompanied by meaningful cautionary
statements identifying important factors that could cause actual results to
differ materially from those projected in such statements. 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 the control of the
Company. Accordingly, there can be no assurance that the forward-looking
statements contained in this Form 10-K will be realized or that actual results
will not be significantly higher or lower. 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.
These risks and others that are detailed in this Form 10-K and other documents
that the Company files from time to time with the Securities and Exchange
Commission, including quarterly reports on Form 10-Q and any current reports on
Form 8-K must be considered by any investor or potential investor in the
Company.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
MEDALLION FINANCIAL CORP.
By: /s/ Larry D. Hall
Larry D. Hall
Corporate Controller and Assistant Treasurer
Date: April 2, 2001
Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the Registrant and
in the capacities and on the dates indicated.
Signatures Title Date
- --------------------------------------------------------------------------------
/s/ Alvin Murstein Chairman of the Board of Directors April 2, 2001
- ----------------------- and Chief Executive Officer
Alvin Murstein
/s/ Andrew M. Murstein President and Director April 2, 2001
- -----------------------
Andrew M. Murstein
- ----------------------
36
/s/ Stanley Kreitman Director April 2, 2001
- -----------------------
Stanley Kreitman
- -----------------------
/s/ David L. Rudnick Director April 2, 2001
- -----------------------
David L. Rudnick
- -----------------------
/s/ Benjamin Ward Director April 2, 2001
- -----------------------
Benjamin Ward
- -----------------------
/s/ Frederick S. Hammer Director April 2, 2001
- -----------------------
Frederick S. Hammer
37
MEDALLION FINANCIAL CORP.
INDEX TO FINANCIAL STATEMENTS
Page
================================================================================
Report of Independent Public Accountants................................. F-2
Consolidated Balance Sheets as of December 31, 2000 and 1999............. F-3
Consolidated Statements of Operations for the Years ended December 31,
2000, 1999, and 1998................................................... F-4
Consolidated Statements of Changes in Shareholders' Equity
for the Years ended December 31, 2000, 1999 and 1998................... F-5
Consolidated Statements of Cash Flows for the Years ended December 31,
2000, 1999, and 1998................................................... F-6
Notes to Consolidated Financial Statements............................... F-7
Consolidated Schedule of Investments as of December 31, 2000 and 1999 F-22
================================================================================
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Board of Directors and Shareholders of Medallion Financial Corp.:
We have audited the accompanying consolidated balance sheets of Medallion
Financial Corp. (a Delaware corporation) and its subsidiaries (the "Company") as
of December 31, 2000 and 1999, including the consolidated schedules of
investments as of December 31, 2000 and 1999, and the related consolidated
statements of operations, changes in shareholders' equity and cash flows for
each of the three years in the period ended December 31, 2000. These financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.
We conducted our audits in accordance with auditing standards generally
accepted in the United States. Those standards require that we plan and perform
the audit to obtain reasonable assurance about whether the financial statements
are free of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements. An
audit also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.
As explained in Note 2, investments consist of loans and investments in
equity securities valued at $ 514,153,606 (91.7% of total assets) and
$489,567,196 (91.7% of total assets) as of December 31, 2000 and 1999,
respectively, whose values have been estimated by the Board of Directors in the
absence of readily ascertainable market values. However, because of the inherent
uncertainty of valuation, the Board of Directors' estimate of values may differ
significantly from the values that would have been used had a ready market for
the investments existed, and the differences could be material.
In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the financial position of Medallion
Financial Corp. and its subsidiaries as of December 31, 2000 and 1999, and the
results of their operations and their cash flows for each of the three years in
the period ended December 31, 2000, in conformity with accounting principles
generally accepted in the United States.
/s/ Arthur Andersen LLP
New York, New York
April 2, 2001
F-2
MEDALLION FINANCIAL CORP.
CONSOLIDATED BALANCE SHEETS
DECEMBER 31, 2000 AND 1999
============================================================================================
2000 1999
============================================================================================
Assets
Investments:
Medallion loans $299,302,548 $321,900,869
Commercial loans 212,721,373 165,653,933
Equity investments 2,129,685 2,012,394
----------------------------------
Net investments 514,153,606 489,567,196
Investment in and loans to unconsolidated subsidiary 1,856,421 4,349,651
----------------------------------
Total investments 516,010,027 493,916,847
Cash 15,652,878 7,459,284
Accrued interest receivable 8,701,981 5,271,365
Receivable from sale of loans -- 10,563,503
Servicing fee receivable 6,632,516 4,878,783
Fixed assets, net 2,050,808 2,397,649
Goodwill, net 5,650,045 6,180,151
Other assets, net 6,016,747 3,256,233
----------------------------------
Total assets $560,715,002 $533,923,815
============================================================================================
Liabilities
Accounts payable and accrued expenses $7,723,812 $9,468,239
Dividends payable 5,244,281 5,609,773
Accrued interest payable 3,887,589 3,981,658
Commercial paper 24,066,269 93,983,792
Notes payable to banks 305,700,000 195,450,000
Senior secured notes 45,000,000 45,000,000
SBA debentures payable 21,360,000 22,770,000
----------------------------------
Total liabilities 412,981,951 376,263,462
----------------------------------
Negative goodwill, net -- 350,516
----------------------------------
Commitments and contingencies (Note 10) -- --
Shareholders' Equity
Preferred Stock (1,000,000 shares of $0.01 par value
stock authorized - none outstanding) -- --
Common stock (50,000,000 shares of $0.01 par value
stock authorized) 145,467 145,221
Capital in excess of par value 146,379,377 146,636,096
Accumulated undistributed net investment income 1,208,207 10,528,520
----------------------------------
Total shareholders' equity 147,733,051 157,309,837
----------------------------------
Total liabilities and shareholders' equity $560,715,002 $533,923,815
============================================================================================
Number of common shares outstanding 14,546,637 14,522,044
Net asset value per share $10.16 $10.83
============================================================================================
The accompanying notes are an integral part of these consolidated
financial statements.
F-3
MEDALLION FINANCIAL CORP.
CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE YEARS ENDED DECEMBER 31, 2000, 1999, AND 1998
=============================================================================================================
2000 1999 1998
=============================================================================================================
Investment income
Interest income on investments $55,014,780 $43,756,156 $37,500,693
Interest income on short-term investments 341,245 319,972 353,702
---------------------------------------------------
Total investment income 55,356,025 44,076,128 37,854,395
- -------------------------------------------------------------------------------------------------------------
Interest expense
Notes payable to bank 14,034,234 9,143,232 9,297,673
Commercial paper 9,827,886 7,171,459 3,555,769
Senior secured notes 3,287,459 1,512,684 --
SBA debentures 1,794,081 3,160,314 4,113,515
---------------------------------------------------
Total interest expense 28,943,660 20,987,689 16,966,957
---------------------------------------------------
Net interest income 26,412,365 23,088,439 20,887,438
- -------------------------------------------------------------------------------------------------------------
Non-interest income
Gain on sale of loans 2,813,900 3,014,478 2,316,245
Equity in earnings (losses) of unconsolidated
subsidiary (421,155) (214,314) 1,200,389
Accretion of negative goodwill 350,516 722,400 722,400
Other income 3,377,829 2,245,766 1,662,629
---------------------------------------------------
Total non-interest income 6,121,090 5,768,330 5,901,663
- -------------------------------------------------------------------------------------------------------------
Non-interest expense
Salaries and benefits 10,511,506 9,638,679 5,806,363
Professional fees 2,604,456 1,860,734 1,086,197
Merger related expense 1,804,403 -- 1,494,491
Amortization of goodwill 540,380 530,097 505,641
Administration and advisory fees 111,841 245,332 277,808
Other operating expense 7,876,229 5,724,832 5,032,939
---------------------------------------------------
Total non-interest expense 23,448,815 17,999,674 14,203,439
- -------------------------------------------------------------------------------------------------------------
Net investment income before income taxes 9,084,640 10,857,095 12,585,662
Income tax (benefit) provision (181,373) 48,839 (152,171)
---------------------------------------------------
Net investment income after income taxes 9,266,013 10,808,256 12,737,833
Increase in net unrealized appreciation
(depreciation) on investments 2,158,515 (12,259,566) 2,581,252
Net realized (loss) gain on investments (3,883,840) 22,545,017 1,290,743
---------------------------------------------------
Net increase in net assets resulting from operations $7,540,688 $21,093,707 $16,609,828
=============================================================================================================
Net increase in net assets resulting
from operations per common share
Basic $0.52 $1.45 $1.15
Diluted 0.52 1.44 1.14
=============================================================================================================
Dividends declared per share $1.19 $1.27 $1.16
Weighted average common shares outstanding
Basic Average Shares 14,536,942 14,515,660 14,461,276
Diluted Average Shares 14,576,183 14,620,437 14,591,045
=============================================================================================================
The accompanying notes are an internal part of these consolidated
financial statements.
F-4
MEDALLION FINANCIAL CORP.
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY
FOR THE YEARS ENDED DECEMBER 31, 2000, 1999, AND 1998
- ----------------------------------------------------------------------------------------------------------------------------
Accumulated
Common Stock Undistributed
------------------------ Capital in Excess Net Investment
# of Shares Amount Of Par Value Income
- ----------------------------------------------------------------------------------------------------------------------------
Balance at December 31, 1997 14,406,527 $144,065 $147,685,871 $6,236,889
Exercise of stock options 104,852 1,049 568,498 --
Net increase in net assets resulting from operations 16,609,828
Dividends declared on common stock ($1.16 per share) -- -- -- (16,772,240)
SOP 93-2 cumulative reclassification -- -- (2,258,080) 2,258,080
- ----------------------------------------------------------------------------------------------------------------------------
Balance at December 31, 1998 14,511,379 145,114 145,996,289 8,332,557
Exercise of stock options 10,665 107 110,518
Net increase in net assets resulting from operations -- -- -- 21,093,707
Dividends declared on common stock ($1.27 per share) -- -- -- (18,368,455)
SOP 93-2 cumulative reclassification -- -- 529,289 (529,289)
- ----------------------------------------------------------------------------------------------------------------------------
Balance at December 31, 1999 14,522,044 145,221 146,636,096 10,528,520
Exercise of stock options 19,001 190 185,805 --
Issuance of common stock 5,592 56 91,944 --
Net increase in net assets resulting from operations -- -- -- 7,540,688
Dividends declared on common stock ($1.19 per share) -- -- -- (17,395,469)
SOP 93-2 cumulative reclassification -- -- (534,468) 534,468
- ----------------------------------------------------------------------------------------------------------------------------
Balance at December 31, 2000 14,546,637 $145,467 $146,379,377 $1,208,207
- ----------------------------------------------------------------------------------------------------------------------------
The accompanying notes are an integral part of these consolidated
financial statements.
F-5
MEDALLION FINANCIAL CORP.
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 2000, 1999 AND 1998
===========================================================================================================================
2000 1999 1998
- ---------------------------------------------------------------------------------------------------------------------------
CASH FLOWS FROM OPERATING ACTIVITIES
===========================================================================================================================
Net increase in net assets resulting from operations $7,540,688 $21,093,707 $16,609,828
Adjustments to reconcile net increase in net assets resulting from
operations to net cash provided by operating activities:
Depreciation and amortization 1,249,010 685,097 403,001
Amortization of goodwill 540,380 530,097 505,641
Amortization of origination costs 1,116,223 971,091 1,352,962
Accretion of negative goodwill (350,516) (722,400) (722,400)
Increase in net unrealized depreciation (appreciation) (2,158,515) 12,259,566 (2,581,252)
Net realized gain on investments 3,883,840 (22,545,017) (1,290,743)
Equity in losses (earnings) of unconsolidated subsidiary 421,155 214,314 (1,200,389)
Increase in accrued interest receivable (3,430,616) (1,307,617) (489,328)
(Increase) decrease in receivable from sale of loans 10,563,503 (993,514) (6,707,008)
Increase in servicing fee receivable (1,753,733) (2,588,480) (618,888)
Decrease (increase) in other assets, net (3,046,788) (3,318) (263,007)
Increase (decrease) in accounts payable and accrued expenses (1,744,426) 3,301,974 (5,498,541)
Increase (decrease) in accrued interest payable (94,069) 1,374,721 1,484,907
------------------------------------------------------
Net cash provided by operating activities 12,736,136 12,270,221 984,783
===========================================================================================================================
CASH FLOWS FROM INVESTING ACTIVITIES
Originations of investments (197,512,295) (303,335,260) (257,736,605)
Proceeds from sales and maturities of investments 170,084,338 231,290,694 202,933,494
Investments in and loans to unconsolidated subsidiary, net 2,072,075 559,696 (1,137,211)
Payment for purchase of VG Group -- (11,963,072)
Capital expenditures (626,169) (1,117,474) (1,995,658)
------------------------------------------------------
Net cash used for investing activities (25,982,051) (72,602,344) (69,899,052)
===========================================================================================================================
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from issuance of (repayment of) notes payable to banks 110,250,000 74,850,000 (18,150,000)
Proceeds from issuance of senior secured notes 45,000,000 --
Proceeds from issuance of (repayment of) commercial paper, net (69,917,523) (9,097,993) 103,081,785
Repayment of notes payable to SBA (1,410,000) (32,590,000) (1,820,000)
Proceeds from exercise of stock options 185,995 110,625 569,547
Payment of declared dividends to current shareholders (17,760,963) (17,523,363) (15,601,961)
Proceeds from issuance of common stock 92,000 -- --
------------------------------------------------------
Net cash provided by financing activities 21,439,509 60,749,269 68,079,371
===========================================================================================================================
NET INCREASE (DECREASE) IN CASH 8,193,594 417,146 (834,898)
CASH, beginning of year 7,459,284 7,042,138 7,877,036
------------------------------------------------------
CASH, end of year $15,652,878 $7,459,284 $7,042,138
===========================================================================================================================
SUPPLEMENTAL INFORMATION
===========================================================================================================================
Cash paid during the year for interest $29,037,729 $19,609,865 $15,390,222
Cash paid during the year for income taxes -- 43,877 (1,367)
===========================================================================================================================
2000 1999 1998
VG Group
===========================================================================================================================
Fair value of goodwill and assets acquired, other than cash $-- $-- $18,455,155
Cash paid, net -- -- 11,963,072
Liabilities assumed -- -- 6,492,083
===========================================================================================================================
The accompanying notes are an integral part of these consolidated
financial statements.
F-6
MEDALLION FINANCIAL CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2000
(1) ORGANIZATION OF MEDALLION FINANCIAL CORP. AND ITS SUBSIDIARIES
Medallion Financial Corp. (the Company) is a closed-end management
investment company organized as a Delaware corporation. The Company has elected
to be regulated as a business development company under the Investment Company
Act of 1940, as amended (the 1940 Act). The Company conducts its business
through various wholly owned subsidiaries including its primary operating
company, Medallion Funding Corp. (MFC). As an adjunct to the Company's taxicab
medallion finance business, the Company operates a taxicab rooftop advertising
business, Medallion Taxi Media, Inc. (Media).
The Company also conducts its business through Business Lenders, LLC
(BLL), licensed under the Small Business Administration (SBA) section 7(a)
program, Medallion Business Credit LLC (MBC), an originator of loans to small
businesses for the purpose of financing inventory and receivables, Medallion
Capital, Inc. (Medallion Capital) which conducts a mezzanine financing business,
and Freshstart Venture Capital Corp. (Freshstart), a Specialized Small Business
Investment Company (SSBIC) which also originates and services medallion and
commercial loans. (Note 3)
(2) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Use of Estimates
The accounting and reporting policies of the Company conform with
generally accepted accounting principles and general practices in the investment
company industry. The preparation of financial statements in conformity with
generally accepted accounting principles requires the Company to make estimates
and assumptions that affect the reporting and disclosure of assets and
liabilities, including those that are of a contingent nature, at the date of the
financial statements and the reported amounts of revenues and expenses during
the reporting period. Actual results could differ from those estimates.
Principles of Consolidation and Use of the Equity Method
The consolidated financial statements include the accounts of the Company
and its wholly owned subsidiaries, except for Media. All significant
intercompany transactions, balances, and profits have been eliminated in
consolidation. The consolidated statements give retroactive effect to the
mergers with Medallion Capital and Freshstart, both retroactively combined with
the Company's financial statements as if the mergers had occurred at the
beginning of the earliest period presented.
The Company's investment in Media is accounted for under the equity
method. All significant intercompany transactions, balances and profits have
been eliminated in the use of the equity method. As a non-investment company,
Media cannot be consolidated with the Company, which is an investment company
under the 1940 Act. Refer to Note 4 for the presentation of financial
information for Media.
Investment Valuation
The Company's loans, net of participations and any unearned discount, are
considered investments under the 1940 Act and are recorded at fair value. Loans
are valued at cost less unrealized depreciation. Since no ready market exists
for these loans, the fair value is determined in good faith by the Board of
Directors. In determining the fair value, the Company and Board of Directors
consider factors such as the financial condition of the borrower, the adequacy
of the collateral, individual credit risks, historical loss experience and the
relationships between current and projected market rates and portfolio rates of
interest and maturities.
Investments in equity securities and stock warrants are recorded at fair
value, represented as cost, plus or minus unrealized appreciation or
depreciation, respectively. The fair value of investments that have no ready
market, are determined by the Board of Directors based upon assets and revenues
of the underlying investee company as well as general market trends for
businesses in the same industry. Included in equity investments at December 31,
2000 are marketable and non-marketable securities of approximately $1,490,000
and $640,000, respectively. At December 31,1999, the respective balances were
approximately $1,896,000 and $440,000. Because of the inherent uncertainty of
valuations, the Board of Directors' estimates of the values of the investments
may differ significantly from the values that would have been used had a ready
market for the investments existed and the differences could be material.
The Company's investments consist primarily of long-term loans to persons
defined by Small Business Administration (SBA) regulations as socially or
economically disadvantaged, or to entities that are at least 50% owned by such
persons. Approximately 58% and 65% of the Company's loan portfolio at December
31, 2000 and 1999, respectively, had arisen in connection with the financing of
taxicab medallions, taxicabs, and related assets, of which 77% and 83%,
respectively, are in New York City. These loans are secured by the medallions,
taxicabs and related assets, and are personally guaranteed by the borrowers, or
in the case of corporations, personally guaranteed by the owners. A portion of
the Company's portfolio represents loans to various commercial enterprises,
including dry
F-7
cleaners, laundromats, restaurants, garages, and gas stations. These loans are
secured by various equipment and/or real estate and are generally guaranteed by
the owners, and in certain cases, by the equipment dealers. These loans are made
primarily in the metropolitan New York City area. The remaining portion of the
Company's portfolio is from the origination of loans guaranteed by the SBA under
its Section 7(a) program, less the sale of the guaranteed portion of those
loans. Funding for the Section 7(a) program depends on annual appropriations by
the U.S. Congress.
Collateral Appreciation Participation Loans
During the 2000 first half, the Company originated collateral appreciation
participation loans collateralized by Chicago taxi medallions of $30 million, of
which $21 million was syndicated to other financial institutions. In
consideration for modifications from our normal taxi medallion lending terms,
the Company offered loans at higher loan-to-value ratios and is entitled to earn
additional interest income based upon any increase in the value of all $30
million of the collateral. The fair value of the collateral appreciation
participation loan portfolio at December 31, 2000 was $12.1 million, which
represented 2% of the total loan portfolio. Additional interest income totaled
approximately $3.1 million for 2000, and is included in investment income on the
consolidated statements of operations and in accrued interest receivable on the
consolidated balance sheets. We believe that the additional interest income
recorded is fully realizable through operation of the collateral or orderly
sales in the market. As a regulated investment company, the Company is required
to mark-to-market these investments on a quarterly basis, just as it does on all
of its other investments. The Company feels that it has adequately calculated
the fair market value on these investments and relies upon information such as
recent and historical medallion sale prices. If there is a decrease in the value
of taxicab medallions, the reduction in the value of the investments will be
reversed against investment income.
Investment Transactions and Income Recognition
Loan origination fees and certain direct origination costs are capitalized
and recognized as an adjustment to the yield of the related loans. At December
31, 2000 and 1999, net origination costs totaled approximately $2,460,000 and
$2,561,000. Amortization expense for the years ended December 31, 2000, 1999 and
1998 was approximately $1,116,000, $971,000, and $1,353,000.
Interest income is recorded on the accrual basis. Loans are placed on
non-accrual status, and all uncollected accrued interest is reversed, when there
is doubt as to the collectibility of interest or principal or if loans are 90
days or more past due, unless management has determined that they are both
well-secured and in the process of collection. Interest income on non-accrual
loans is recognized when cash is received. At December 31, 2000 and 1999 total
non-accrual loans were approximately $13,197,000 and $12,961,000. For the years
ended December 31, 2000, 1999 and 1998 the amount of interest income on non
accrual loans that would have been recognized if the loans had been paying in
accordance with their original terms was approximately $1,716,000, $1,791,000,
and $793,000.
Loan Sales and Servicing Fee Receivable
In September 2000, the Financial Accounting Standards Board (FASB) issued
Statement of Financial Accounting Standards (SFAS) No. 140, "Accounting for
Transfers and Servicing of Financial Assets and Extinguishments of Liabilities-a
Replacement of FASB Statement No.125." Certain disclosure provisions required by
SFAS 140 were effective immediately and are included in these consolidated
financial statements. Additional requirements related to SFAS No.140 are
effective March 31, 2001. The Company currently does not expect that these
additional requirements will have a material effect on the Company's
consolidated financial position or results of operations. The Company currently
accounts for its sales of loans in accordance with Statement of Financial
Accounting Standards No. 125, "Accounting for Transfers and Servicing of
Financial Assets and Extinguishments of Liabilities" (SFAS 125). SFAS 125
provides accounting and reporting standards for transfers and servicing of
financial assets and extinguishments of liabilities. These standards are based
on consistent application of a financial components approach that focuses on
control. Under that approach, after a transfer of financial assets, an entity
recognizes the financial and servicing assets it controls and the liabilities it
has incurred, de-recognizes financial assets when control has been surrendered,
and de-recognizes liabilities when extinguished. SFAS 125 also provides for
consistent standards for distinguishing transfers of financial assets that are
sales from transfers that are secured borrowings.
The principal portion of loans serviced for others by the Company at
December 31, 2000 and 1999 amounted to approximately $231,000,000 and
$163,000,000.
Receivables from loans sold and gain or losses on loan sales are primarily
attributable to the sale of commercial loans which have been at least partially
guaranteed by the SBA. The Company recognizes gains or losses from the sale of
the SBA-guaranteed portion of a loan at the date of the sales agreement when
control of the future economic benefits embodied in the loan is surrendered. The
gains are calculated in accordance with SFAS 125, which requires that the gain
on the sale of a portion of a loan be based on the relative fair values of the
loan sold and the loan retained. The gain on loan sales is due to the
differential between the carrying amount of the portion of loans sold and the
sum of the cash received and the servicing fee receivable. The servicing fee
receivable represents the present value of the difference between the servicing
fee received by the Company (generally 100 to 200 basis points) and the
Company's servicing costs and normal profit, after considering the estimated
effects of prepayments and defaults over the life of the servicing agreement. In
connection with calculating the servicing fee receivable, the Company must make
certain assumptions
F-8
including the cost of servicing a loan including a normal profit, the estimated
life of the underlying loan that will be serviced, and the discount rate used in
the present value calculation. The Company considers 40 basis points to be its
cost plus a normal profit and uses the note rate, which is generally the prime
rate plus 2.75%, as the discount rate.
The servicing fee receivable is amortized as a charge to loan servicing
fee income over the estimated lives of the underlying loans using the effective
interest rate method. The Company reviews the carrying amount of the servicing
fee receivable for possible impairment by stratifying the receivables based on
one or more of the predominant risk characteristics of the underlying financial
assets. If the estimated present value of the future servicing income is less
than the carrying amount, the Company recognizes an impairment loss and adjusts
future amortization accordingly. If the fair value exceeds the carrying value,
the Company may reduce future amortization. The servicing fee receivable is
carried at the lower of amortized cost or fair value. The carrying amount of the
servicing fee receivable, net of reserves, at December 31, 2000 and 1999 was
approximately $6,633,000 and $4,879,000. During the year ended December 31,
2000, the Company recognized a servicing fee receivable totaling $3.2 million
and had $1.2 million of servicing fee receivable amortization.
The estimated net servicing income is based, in part, on management's
estimate of prepayment speeds, including default rates, and accordingly, there
can be no assurance of the accuracy of these estimates. If the prepayment speeds
occur at a faster rate than anticipated, the amortization of the servicing
assets will be accelerated and it's value will decline; and as a result,
servicing income during that and subsequent periods would decline. If
prepayments occur slower than anticipated, cash flows would exceed estimated
amounts and servicing income would increase. The constant prepayment rates
utilized by the Company in estimating the lives of the loans depend on the
original term of the loan, industry trends, and the Company's historical data.
During 2000 and 1999, the Company used an estimated constant prepayment rate of
15%. The prepayment rate of loans may be affected by a variety of economic and
other factors, including prevailing interest rates and the availability of
alternative financing to borrowers. At December 31, 2000, the Company determined
the fair value of its servicing fee receivable to be $6.6 million using a
present value of expected cash flows methodology. The Company has stratified its
servicing fee receivable into pools by period of creation, generally one year,
and the term of the loan underlying the servicing fee receivable. For purposes
of determining the fair value, the Company uses a prepayment/default rate of 15%
for all pools except for the servicing fee receivable pools created in 1998,
where a prepayment/default rate of 17% was used. The higher prepayment/default
rate is considered appropriate, as the 1998 pools have demonstrated a trend of
greater prepayment/default activity than the other servicing fee receivable
pools. At December 31, 2000, the discount rate used in the determination of fair
value is 100 basis points above the note rate of the underlying loans for
servicing fee receivable pools where the maturity of the underlying loans is ten
years or less. For servicing fee receivable pools where the maturity of the
underlying loans is greater than ten years, the discount rate is 200 basis
points above the note rate of the underlying loans.
The activity in the reserve for servicing fee receivable follows:
-----------------------------------
Year Ended December 31,
-----------------------------------
2000 1999 1998
- --------------------------------------------------------------------------------
Beginning Balance $ -- $-- $--
Additions charged to operations 205,000 -- --
Direct write downs -- -- --
- --------------------------------------------------------------------------------
Ending Balance $205,000 $-- $--
================================================================================
The Company also has the option to sell the unguaranteed portions of loans
to third party investors. The gain or loss on such sales will be calculated in
accordance with SFAS No. 125. The discount related to unguaranteed portions sold
would be reversed and the Company would recognize a servicing fee receivable or
liability based on servicing fees retained by the Company. The Company is
required to retain at least 5% of the unguaranteed portion of SBA guaranteed
loans. The Company had sales of un-guaranteed portions of loans to third party
investors of $2.5 million and $0 for the years ended December 31, 2000 and 1999.
F-9
Unrealized Appreciation/(Depreciation) and Realized Gains/(Losses) on
Investments
The change in unrealized appreciation/(depreciation) of investments is the
amount by which the fair value estimated by the Company is greater/(less) than
the cost basis of the investment portfolio. Realized gains or losses on
investments are generated through sales of investments, foreclosure on specific
collateral, and write-offs of loans or assets acquired in satisfaction of loans,
net of recoveries. An analysis of the unrealized appreciation /(depreciation)
and realized (gains) losses on investments for the years ended December 31, 2000
and 1999 is as follows:
- --------------------------------------------------------------------------------------------------------------
Equity
Loans Investments Total
==============================================================================================================
Balance, December 31, 1998 ($2,164,292) $4,853,976 $2,689,684
Change in unrealized:
Appreciation on investments -- 12,966,343 12,966,343
Depreciation on investments (7,208,586) (208,853) (7,417,439)
Realized:
Gains on investments -- (18,197,295) (18,197,295)
Losses on investments 388,825 -- 388,825
==============================================================================================================
Balance, December 31, 1999 (8,984,053) (585,829) (9,569,882)
Change in unrealized:
Appreciation on investments 412,807 200,000 612,807
Depreciation on investments (636,367) (20,767) (657,134)
Realized:
Gains on investments (2,573) (15,981) (18,554)
Losses on investments 2,221,396 -- 2,221,396
==============================================================================================================
Balance, December 31, 2000 ($ 6,988,790) ($422,577) ($7,411,367)
==============================================================================================================
For the years ended December 31, 2000, 1999 and 1998, gross unrealized
appreciation/(depreciation) and gross realized gains/(losses) were as follows:
- --------------------------------------------------------------------------------------------------------------
2000 1999 1998
==============================================================================================================
Increase in net unrealized appreciation
(depreciation) on investments
Unrealized appreciation $612,807 $12,966,343 $3,757,121
Unrealized depreciation (657,134) (7,417,439) (1,134,372)
Realized gain (18,554) (18,197,295) (1,167,363)
Realized loss 2,221,396 388,825 1,125,866
- --------------------------------------------------------------------------------------------------------------
Total $2,158,515 $(12,259,566) $2,581,252
==============================================================================================================
Net realized gain (loss) on investments:
Realized gain $273,676 $23,133,859 $2,416,609
Realized loss (4,157,516) (588,842) (1,125,866)
- --------------------------------------------------------------------------------------------------------------
Total $(3,883,840) $22,545,017 $1,290,743
==============================================================================================================
Goodwill
Cost of purchased businesses in excess of the fair value of net assets
acquired (goodwill) is amortized on a straight-line basis over fifteen years.
The excess of fair value of net assets over cost of business acquired (negative
goodwill) was accreted on a straight-line basis over approximately four years.
The Company reviews its goodwill for events or changes in circumstances that may
indicate that the carrying amount of the assets may not be recoverable, and if
appropriate, reduces the carrying amount through a charge to income.
Fixed Assets
Fixed assets are carried at cost less accumulated depreciation and
amortization, and are depreciated on a straight-line basis over their estimated
useful lives of 5 to 10 years. Leasehold improvements are amortized on a
straight-line basis over the shorter of the lease term or the estimated economic
useful life of the improvement. Depreciation and amortization expense for the
years ended December 31, 2000, 1999, and 1998 was $855,893, $444,441, and
$227,456.
In March 1998, the American Institute of Certified Public Accountants
(AICPA) issued Statement of Position 98-1, "Accounting for the Costs of Computer
Software Developed or Obtained for Internal Use" which requires computer
software costs associated with internal use software to be expensed as incurred
unless certain capitalization criteria are met. Effective January 1,
F-10
1999, the Company capitalized eligible costs on a prospective basis and is
amortizing these costs on a straight-line basis over the expected useful life of
3 to 5 years.
Deferred Financing Costs
Deferred financing costs, included in other assets, represents costs
associated with obtaining the Company's borrowing facilities, and is amortized
over the lives of the related financing agreements. Amortization expense for the
years ended December 31, 2000, 1999 and 1998 was approximately $276,000,
$176,000, and $81,000.
Federal Income Taxes
The Company has elected to be treated for tax purposes as a regulated
investment company (RIC) under the Internal Revenue Code of 1986, as amended
(the Code). As a RIC, the Company will not be subject to U.S. federal income tax
on any investment company taxable income (which includes, among other things,
dividends and interest reduced by deductible expenses) that it distributes to
its stockholders if at least 90% of its investment company taxable income for
that taxable year is distributed. It is the Company's policy to comply with the
provisions of the Code applicable to regulated investment companies.
Media, as a non-investment company, has elected to be taxed as a regular
corporation.
Net Increase in Net Assets Resulting from Operations per Share (EPS)
Basic earnings per share is computed by dividing net increase in net
assets resulting from operations available to common shareholders by the
weighted average number of common shares outstanding for the period. Diluted
earnings per share reflect the potential dilution that could occur if option
contracts to issue common stock were exercised and has been computed after
giving consideration to the weighted average dilutive effect of the Company's
common stock and stock options. Basic and diluted EPS for the years ended
December 31, 2000, 1999, and 1998 are as follows:
- -----------------------------------------------------------------------------------------------------------------
(Dollars in thousands, except per share amount) 2000 1999 1998
=================================================================================================================
Net increase in net assets resulting
from operations available to common shareholders $7,541 $21,094 $16,610
- -----------------------------------------------------------------------------------------------------------------
Weighted average common shares outstanding applicable to basic EPS 14,536,942 14,515,660 14,461,276
Effect of dilutive stock options 39,241 104,777 12,769
--------------------------------------------
Adjusted weighted average common shares
outstanding applicable to diluted EPS 14,576,183 14,620,437 14,591,045
- -----------------------------------------------------------------------------------------------------------------
Basic earnings per share $0.52 $1.45 $1.15
Diluted earnings per share 0.52 1.44 1.14
=================================================================================================================
Stock-Based Compensation
The Company has adopted the provisions of SFAS No.123 " Accounting for
Stock Based Compensation (SFAS No.123), which established a fair value-based
method of accounting for stock options. The Company measures compensation cost
for stock options using the current intrinsic value-based method as prescribed
by Accounting Principles Board Opinion No. 25, "Accounting for Stock Issued to
Employees" (APB 25). Under SFAS No.123, the use of intrinsic value-based method
requires pro forma disclosure of net income and earnings per share as if the
fair value-based method had been adopted.
Derivatives
The Company is party to certain interest rate cap agreements. These
contracts were entered into as part of the Company's management of interest rate
exposure and effectively limit the amount of interest rate risk that may be
taken on a portion of the Company's outstanding debt. All interest rate caps are
designated as hedges of certain liabilities. Premiums paid on the interest rate
caps are amortized over the lives of the cap agreements and amortization of
these costs is recorded as an adjustment to interest expense. Interest rate
settlements, if any, are recorded as a reduction of interest expense over the
lives of the agreements.
In June 1998, the Financial Accounting Standards Board issued SFAS 133,
"Accounting for Derivative Instruments and Hedging Activities." SFAS 133
establishes new standards regarding accounting and reporting requirements for
derivative instruments and hedging activities. In June 1999, the Board issued
SFAS 137, "Accounting for Derivative Instruments and Hedging Activities -
Deferral of the Effective Date of FASB Statement No. 133." The new standard
defers the effective date of SFAS 133 to fiscal years beginning after June 15,
2000. The Company adopted SFAS 133 beginning January 1, 2001 and believes it
will not have a material affect on its consolidated financial position or
results of operations.
F-11
Reclassifications
Certain reclassifications have been made to prior year balances to conform
with the current year presentation.
(3) BUSINESS COMBINATIONS
Freshstart
On October 2, 2000, the Company completed the merger with Freshstart. The
Company issued 0.23865 shares of its common stock for each outstanding share of
Freshstart, for a total of 518,449 shares of the Company's common stock. The
transaction was accounted for as a tax-free reorganization under Section 368 of
the Internal Revenue Code of 1986, as amended, and was treated under the
pooling-of-interests method of accounting for financial reporting purposes. The
following table sets forth the results of operations of Freshstart and the
Company for the nine months ended September 30, 2000 and the years ended
December 31, 1999 and 1998.
======================================================================================================
(Dollars in thousands) The Company Freshstart Combined
======================================================================================================
For the nine months ended September 30, 2000
Total investment income $40,758 $1,864 $42,622
Net increase in net assets from operations 11,173 361 11,534
For the year ended December 31, 1999
Total investment income 41,380 2,696 44,076
Net increase in net assets from operations 20,880(1) 214 21,094
For the year ended December 31, 1998
Total investment income 35,157 2,697 37,854
Net increase in net assets from operations 15,723(1) 887 16,610
======================================================================================================
(1) "The Company", column includes elimination entries for the intercompany
transactions.
Capital Dimensions, Inc. (CDI)
On June 16, 1998, the Company completed the merger with CDI which was
subsequently renamed Medallion Capital. The Company issued 0.59615 shares of its
common stock for each outstanding share of CDI, for a total of 1,112,677 shares
of the Company's common stock. The transaction was accounted for as a tax-free
reorganization under Section 368 of the Internal Revenue Code of 1986, as
amended, and was treated under the pooling-of-interests method of accounting for
financial reporting purposes. The following tables set forth the results of
operations of CDI and the Company for the six months ended June 30, 1998 and is
included in the accompanying consolidated statement of operations.
================================================================================
(Dollars in thousands) The Company CDI Combined
================================================================================
For the six months ended June 30, 1998
Total investment income $16,322 $1,288 $17,610
Net increase in net assets from operations 5,692 1,467 7,159
Exercise of stock options 8 91 99
================================================================================
VG Group
On May 27, 1998, the Company completed the acquisition of certain assets
and assumption of certain liabilities of VGI, VGII, and VOC, SBIC lenders
headquartered in New York, (VG Group), for an aggregate purchase price of $18.5
million which included the assumption of $6.5 million in liabilities. The
purchase price was allocated to certain assets based on their estimated fair
values and approximately $16.7 million was allocated to investments. The excess
of the purchase price over the fair value of the net assets acquired (goodwill)
was $1.2 million and is being amortized on a straight-line basis over 15 years.
The pro forma effect of the VG Group on the Company's results of operations for
the year ended December 31, 1998 would not have been material; therefore, no pro
forma information has been presented.
F-12
(4) INVESTMENT IN UNCONSOLIDATED SUBSIDIARY
The balance sheets at December 31, 2000 and 1999 for Media are as follows:
================================================================================
December 31,
-----------------------------
2000 1999
================================================================================
Cash $5,259 $189,480
Accounts receivable 2,652,055 3,582,642
Equipment, net 3,281,011 1,683,756
Goodwill 1,659,624 1,666,091
Prepaid signing bonuses 1,521,253 421,061
Other 2,882,750 1,726,473
Due from parent 321,723 --
-----------------------------
Total assets $12,323,675 $9,269,503
- --------------------------------------------------------------------------------
Accounts payable and accrued expenses $683,369 $461,196
Note payable-bank 3,900,000 --
Notes payable-parent -- 1,750,351
Deferred revenue 5,453,550 3,847,772
Other liabilities and income taxes payable -- 502,265
-----------------------------
Total liabilities 10,036,919 6,561,584
- --------------------------------------------------------------------------------
Equity 1,001,000 1,001,000
Retained Earnings 1,285,756 1,706,919
-----------------------------
Total equity 2,286,756 2,707,919
-----------------------------
Total liabilities and equity $12,323,675 $9,269,503
================================================================================
The statements of operations of Media for the years ended December 31,
2000, 1999, and 1998 are as follows:
================================================================================
December 31,
-----------------------------------------------
2000 1999 1998
================================================================================
Advertising revenue $11,144,349 $9,878,117 $7,526,569
Cost of fleet services 5,750,203 4,261,673 2,413,089
-----------------------------------------------
Gross profit 5,394,146 5,616,444 5,113,480
Other operating expenses 6,056,576 5,223,833 3,163,091
-----------------------------------------------
Income (loss) before taxes (662,430) 392,611 1,950,389
Income tax provision (benefit) (241,275) 134,125 750,000
-----------------------------------------------
Net income (loss) ($ 421,155) $258,486 $1,200,389
================================================================================
Periodically the Company purchases taxicab rooftop advertising from its
wholly owned subsidiary, Media, at average market rates per top. Total purchased
advertising was $-0- and $472,800 for the years ended December 31, 2000 and
1999.
On August 30, 2000, the Company purchased for stock all of the assets of
Out There Media L.L.C., a privately held company headquartered in Cleveland,
Ohio, which had the rights to top more than 250 taxis in Cleveland, Columbus,
and Toledo, and which also had contracts with some of the largest taxi fleets in
these cities. This acquisition was accounted for under the purchase method of
accounting and was immaterial to the Company's financial positions and results
of operations.
On February 2, 1999, Media purchased 100% of the common stock of Transit
Advertising Displays, Inc. (TAD) for approximately $849,000. TAD is a taxicab
rooftop advertising company headquartered in Washington, D.C. operating 1,300
installed displays in the Baltimore, MD and Washington, D.C. areas. The purchase
was accounted for under the purchase method of accounting. Included in the
purchase price were certain premiums paid totaling approximately $770,000, which
represented goodwill, which is being amortized over 15 years.
On September 1, 1998, the Company purchased for cash, substantially all
the operations and assets of New Orleans-based Taxi Ads, LLC (consisting of 855
taxicab rooftop advertising display units and certain contacts for advertising
and fleet rental) for an aggregate purchase price of $1,200,000. This
acquisition was accounted for under the purchase method of accounting. Included
in the purchase price were certain premiums paid totaling approximately
$1,002,000, which represented goodwill which is being amortized over 15 years.
F-13
On February 8, 2001, we announced that Media entered into an agreement to
acquire Taxi Media Network, the largest taxicab advertising company in Japan,
which holds the rights to provide advertising on 7,000 taxis in Japan. The
transaction is subject to due diligence reviews and other customary closing
conditions.
On December 28, 2000, Media entered into an agreement with a bank to
borrow $3.9 million for working capital purposes at a rate of prime plus 0.5%.
The note is secured by the assets of Media and matured on March 30, 2001, at
which time it was renewed for an additional three month term.
(5) COMMERCIAL PAPER, NOTES PAYABLE TO BANKS AND SENIOR SECURED NOTES
Borrowings under the commercial paper, revolving credit, and senior note
agreements are secured by the assets of the Company. The outstanding balances
were as follows as of December 31, 2000 and 1999.
================================================================================
Description 2000 1999
================================================================================
Commercial paper $24,066,269 $93,983,792
Revolving credit agreements 305,700,000 195,450,000
Senior secured notes 45,000,000 45,000,000
- --------------------------------------------------------------------------------
Total $374,766,269 $334,433,792
================================================================================
(a) Commercial Paper
On March 13, 1998, MFC entered into a commercial paper agreement with
Salomon Smith Barney to sell up to an aggregate principal amount of $195 million
in secured commercial paper through private placements pursuant to Section 4(2)
of the Securities Act of 1933. Subsequently, MFC entered into a commercial paper
dealer agreement with US Bancorp and Credit Suisse First Boston to sell
commercial paper under the same program as Salomon Smith Barney, and coincident
with the extension and expansion of the Revolving Credit Agreement (the
Revolver), the commercial paper line was expanded to $220,000,000. Amounts
outstanding at any time under the program are limited by certain covenants,
including a requirement that MFC retain an investment grade rating from at least
two of the four nationally recognized rating agencies, and borrowing base
calculations as set forth in the Revolver. The commercial paper program ranks on
a pari passu basis with the Revolver. The commercial paper program has a
specified maturity date of June 30, 2001, which represents the maturity date of
MFC's Revolver, but may be terminated by the Company at anytime. During December
2000, MFC'S outstanding commercial paper began to mature and was replaced by
draws on the Revolver at a cost of 7.83%, compared to a cost of 7.10%. On
November 22, 2000, Fitch IBCA placed Medallion's "BBB" senior secured debt
rating and "F2" secured commercial paper rating on negative watch. In addition,
in December 2000, Medallion's other rating agency, Thompson's Bankwatch, was
acquired by Fitch IBCA, leaving it with only one commercial paper rating.
Primarily as a result of these factors, a substantial portion of Medallion's
commercial paper did not rollover and has subsequently been replaced by
Medallion's bank facility. On January 18, 2001, Fitch IBCA lowered our senior
secured debt rating and secured commercial paper rating to "BB+" and "B",
respectively, and removed them from negative watch. At December 31, 2000 and
1999, MFC had approximately $24,066,000 and $93,984,000 outstanding at a
weighted average interest rate of 7.10% and 6.60%. For the year ended December
31, 2000 and 1999, MFC's weighted average borrowings related to commercial paper
were $135,568,000 and $123,143,000 with a weighted average interest rate of
7.25% and 5.82%. Commercial paper outstandings are deducted from the Revolver as
the Revolver acts as a liquidity facility for the commercial paper.
(b) Revolving Credit Agreements
On March 27, 1992 (and as subsequently amended), MFC entered into the
Revolver with a group of banks. Effective on February 10, 2000, MFC extended the
Revolver until June 30, 2001 at an aggregate credit commitment amount of
$220,000,000, an increase from $195,000,000 previously, pursuant to the Loan
Agreement dated December 24, 1997. Amounts available under the Revolver are
reduced by amounts outstanding under the commercial paper program as the
Revolver acts as a liquidity facility for the commercial paper program. As of
December 31, 2000 and 1999, amounts available under the Revolver were $0 and
$1.8 million. The Revolver may be extended annually after June 30, 2001 upon the
option of the participating banks and acceptance by MFC. Should any
participating bank not extend its committed amount, the Revolver agreement
provides that each bank shall extend a term loan equal to its share of the
principal amount outstanding of the revolving credit agreement. Maturity of the
term note shall be the earlier of two years or any other date on which it
becomes payable in accordance with the Revolver agreement. Interest and
principal payments are paid monthly. Interest is calculated monthly at either
the bank's prime rate or a rate based on the adjusted London Interbank Offered
Rate of interest (LIBOR) at the option of MFC. Substantially, all promissory
notes evidencing MFC's investments are held by a bank as collateral agent under
the agreement. At December 31, 2000, MFC is required to pay an annual facility
fee of 20 basis points on the unused portion of the Revolver's aggregate
commitment. Commitment fee expense for the years ended December 31, 2000, 1999,
and 1998 was approximately $386,000, $388,000 and $243,000. Outstanding
borrowings under the Revolver were $195,700,000 and $99,250,000 at weighted
average interest rates of 7.68% and 7.20% at December 31, 2000 and 1999. MFC is
required under the Revolver to maintain minimum tangible net assets of
$65,000,000 and certain financial ratios, as defined therein. The Revolver
agreement contains other restrictive covenants, including a limitation of
$500,000 for capital expenditures.
On July 31, 1998, (and as subsequently amended) the Company closed its
existing $25,000,000 revolving credit line and entered into a committed
revolving credit agreement (the Loan Agreement) with a group of banks. The
aggregate credit commitment
F-14
amount was $100,000,000 maturing on June 28, 2000 and was extended on September
22, 2000 to September 21, 2001 at an increased commitment level of $110,000,000.
The Loan Agreement may be extended annually thereafter upon the option of the
participating banks and acceptance by the Company. Should any participating bank
not extend its committed amount, the Loan Agreement provides that each bank
shall extend a term loan equal to its share of the principal amount outstanding
of the revolving credit note. Maturity of the term note shall be the earlier of
two years or any other date on which it becomes payable in accordance with the
Loan Agreement. Interest and principal payments are paid monthly. Interest is
calculated monthly at either the bank's prime rate or a rate based on the
adjusted LIBOR rate at the option of the Company. Substantially all promissory
notes evidencing the Company's investments are held by a bank as collateral
agent under the Loan Agreement. The Company is required to pay an annual
facility fee of 15 basis points on the amount of the aggregate commitment.
Commitment fee expenses for the years ended December 31, 2000, 1999 and 1998
were approximately $257,000, $108,000, and $72,000. Outstanding borrowings under
the Loan Agreement were $106,500,000 and $91,200,000 at a weighted average
interest rate of 8.09% and 7.44% at December 31, 2000 and 1999.
The Company is required under the Revolver to maintain certain levels of
medallion loans and certain financial ratios, as defined therein. The Loan
Agreement contains other restrictive covenants, including a limitation of
$1,000,000 for capital expenditures per annum.
On March 6, 1997, Freshstart established a $5,000,000 line of credit with
a bank at a rate of LIBOR plus 1.75%. Pursuant to the terms of the line of
credit, the Company is required to comply with certain terms, covenants, and
conditions, including maintaining minumum balances with the bank. The line of
credit is unsecured. In connection with the Freshstart merger, the line was
reduced to $3,500,000 with no specific maturity.
The weighted average interest rate for the Company's consolidated
outstanding revolver borrowings at December 31, 2000 and 1999 was 7.83% and
7.31%. During the years ended December 31, 2000 and 1999, the Company's weighted
average borrowings were $180,712,000 and $131,219,000 with a weighted average
interest rate of 7.77% and 6.97%, respectively.
As of December 31, 2000, we were in negotiations with both the Bank group
and the lenders of our senior secured notes on amendments to our existing loan
agreements. These amendments, which were finalized on March 30, 2001, granted
Medallion a waiver of compliance with certain provisions, clarified and revised
certain provisions of the agreements related to business activities and
financial covenants at Medallion and MFC, and adjusted the rate of interest paid
on the notes. As of the effective date of the amendments, Medallion believes it
and MFC are in compliance with the requirements of the credit facilities for the
foreseeable future. Medallion, MFC, and their lenders have initiated
discussions as to the next renewal of the existing bank loans which mature in
June and September, 2001, Although, there can be no assurances, the Company
expects a satisfactory result from these discussions.
(c) Senior Secured Notes
On June 1, 1999, MFC issued $22.5 million of Series A senior secured notes
that mature on June 1, 2004, and on September 1, 1999, MFC issued $22.5 million
of Series B senior secured notes that mature on September 1, 2004 (together, the
Notes). The Notes bear a fixed rate of interest of 7.2% and interest is paid
quarterly in arrears. The Notes rank pari passu with the revolvers and
commercial paper through inter-creditor agreements The proceeds of the Notes
were used to prepay certain of the Company's outstanding SBA debentures (Note
6). See also description of amendments referred to in Note 5(b).
(d) Interest Rate Cap Agreements
On June 22, 2000, MFC entered into an interest cap agreement limiting the
Company's maximum LIBOR exposure on $10,000,000 of MFC's revolving credit
facility to 7.25% until June 24, 2002. On July 6, 1999, MFC entered into two
interest rate cap agreements limiting the Company's maximum LIBOR exposure on a
total of $20,000,000 of MFC's revolving credit facility to 6.5% until July 6,
2001. On April 7, 1998, MFC entered into an interest rate cap agreement limiting
the Company's maximum LIBOR exposure on $20,000,000 of MFC's revolving credit
facility to 6.5% until September 30, 1999 and 7.0% until March 30, 2001. Total
premiums of approximately $156,000 paid under the agreements are being amortized
over the respective terms of the agreements.
The Company is exposed to credit loss in the event of nonperformance by
the counterparties on the interest rate cap agreements. The Company does not
anticipate nonperformance by any of these parties.
F-15
(6) SBA DEBENTURES PAYABLE
Outstanding SBA debentures are as follows at December 31, 2000 and 1999.
- --------------------------------------------------------------------------------
Due Date 2000 1999 Interest Rate
================================================================================
December 1, 2006 $5,500,000 $5,500,000 7.08%
March 1, 2007 4,210,000 4,210,000 7.38
September 1, 2007 4,060,000 4,060,000 7.76
June 1, 2007 3,000,000 3,000,000 7.07
March 1, 2006 2,000,000 2,000,000 7.08
December 16, 2002 1,300,000 1,300,000 4.51
June 1, 2005 520,000 520,000 6.69
December 1, 2005 520,000 520,000 6.54
June 1, 2006 250,000 250,000 7.71
SBA Preferred Stock -- 1,410,000 4.00
-------------------------------------------------
$21,360,000 $22,770,000
================================================================================
On September 30, 2000, the Company redeemed the 4% cumulative 15 year
redeemable preferred stock at par value. On June 1, 1999 and September 1, 1999,
the Company prepaid outstanding debentures totaling $31,090,000. The Company
also paid approximately $165,000 in prepayment penalties as a one-time charge
that was included in interest expense. The SBA imposes certain restrictions on
the Company, which include, among others, transfers of stock and payments of
dividends by its licensees.
(7) STOCK OPTIONS
The Company has a stock option plan (1996 Stock Option Plan) available to
grant both incentive and nonqualified stock options to employees. The 1996 Stock
Option Plan, which was approved by the Board of Directors and shareholders on
May 22, 1996, provides for the issuance of a maximum of 750,000 shares of common
stock of the Company. On June 11, 1998, the Board of Directors and shareholders
approved certain amendments to the Company's 1996 Stock Option Plan, including
increasing the number of shares reserved for issuance from 750,000 to 1,500,000.
At December 31, 2000, 174,458 shares of the Company's common stock remained
available for future grants. The 1996 Stock Option Plan is administered by the
Compensation Committee of the Board of Directors. The option price per share may
not be less than the current market value of the Company's common stock on the
date the option is granted. The term and vesting periods of the options are
determined by the Compensation Committee, provided that the maximum term of an
option may not exceed a period of ten years.
A Non-Employee Director Stock Option Plan (the Director Plan) was also
approved by the Board of Directors and shareholders on May 22, 1996. On February
24, 1999, the Board of Directors amended and restated the Director Plan in order
to adjust the calculation of the number of shares of the Company's Common Stock
issuable under options ("Options") to be granted to a Non-employee Director upon
his or her re-election. Under the prior plan the number of options granted was
obtained by dividing $100,000 into the current market price for the Common
Stock. The Amended Plan calls for the grant of options to acquire 9,000 shares
of Common Stock upon election of a non-employee director. It provides for an
automatic grant of options to purchase 9,000 shares of the Company's Common
Stock to an Eligible Director upon election to the Board, with an adjustment for
directors who are elected to serve less than a full term. A total of 100,000
shares of the Company's Common Stock are issuable under the Amended Plan. At
December 31, 2000, 54,091 shares of the Company's common stock remained
available for future grants. The grants of stock options under the Director Plan
are automatic as provided in the Director Plan. The option price per share may
not be less than the current market value of the Company's common stock on the
date the option is granted. Options granted under the Director Plan are
exercisable annually, as defined in the Director Plan. The term of the options
may not exceed five years.
F-16
The Company records stock compensation in accordance with APB Opinion No.
25. Had compensation cost for stock options been determined based on the fair
value at the date of grant, consistent with the provisions of SFAS 123, the
Company's net increase in net assets resulting from operations would have been
reduced to the pro forma amounts indicated below:
=================================================================================================
December 31,
-----------------------------------------
2000 1999 1998
=================================================================================================
Net increase in net assets resulting from operations
As reported $7,540,688 $21,093,707 $16,609,828
Pro forma 6,552,531 20,710,412 15,801,775
Per share diluted
As reported $0.52 1.44 1.14
Pro forma 0.45 1.42 1.08
=================================================================================================
The weighted average fair value of options granted during the years ended
December 31, 2000, 1999, and 1998 was $3.98, $4.32, and $7.26 per share,
respectively. The fair value of each option grant is estimated on the date of
grant using the Black-Scholes option-pricing model. However, management believes
that such a model may or may not be applicable to a company regulated under the
1940 Act. The following weighted average assumptions were used for grants in
2000, 1999 and 1998:
================================================================================
Year ended December 31,
-------------------------------------------
2000 1999 1998
================================================================================
Risk free interest rate 6.3% 5.7% 5.4%
Expected dividend yield 8.0% 7.1% 6.0%
Expected life of option in years 7.0 7.0 8.6
Expected volatility 44% 44% 49%
================================================================================
The following table presents the activity for the stock option program
under the 1996 Stock Option Plan and the Director Plan for the years ended
December 31, 2000, 1999, and 1998:
================================================================================
Weighted
Number of Exercise Price Per Average
Options Share Exercise Price
================================================================================
Outstanding at December 31, 1997 443,572 $0.28-$26.00 $13.36
Granted 379,603 13.75-29.25 23.67
Cancelled (21,943) 20.63-29.25 27.75
Exercised (104,888) 0.28-16.77 5.46
================================================================================
Outstanding at December 31, 1998 696,344 6.71-29.25 19.72
Granted 397,884 14.25-20.06 17.52
Cancelled (42,700) 14.25-28.87 21.84
Exercised (10,665) 6.71-14.38 10.37
================================================================================
Outstanding at December 31, 1999 1,040,863 6.71-29.25 18.88
Granted 93,164 14.50-20.63 17.36
Cancelled (25,750) 14.25-29.25 19.85
Exercised (19,001) 6.71-11.00 9.79
- --------------------------------------------------------------------------------
Outstanding at December 31, 2000 1,089,276 $6.71-29.25 $18.88
================================================================================
Options exercisable at
December 31, 1998 123,798 $6.71-$22.38 $14.13
December 31, 1999 254,751 6.71-29.25 16.37
December 31, 2000 494,712 6.71-29.25 17.68
================================================================================
F-17
The following table summarizes information regarding options
outstanding and options exercisable at December 31, 2000 under the 1996 Stock
Option Plan and the Director Plan:
===============================================================================================================
Options Outstanding Options Exercisable
-----------------------------------------------------------------------------------------------
Weighted average Weighted average
===============================================================================================================
Shares Remaining Shares Remaining
Range of At December contractual At December contractual
Exercise Prices 31, 2000 life in years Exercise price 31, 2000 life in years Exercise price
===============================================================================================================
$6.71-$14.38 188,210 5.49 $12.60 162,721 5.12 $12.00
14.50-17.38 431,632 6.27 17.01 106,893 4.62 17.18
18.75-22.38 246,127 7.21 19.48 152,141 6.24 19.65
26.06-29.25 223,307 7.31 27.53 72,957 7.17 26.96
- ---------------------------------------------------------------------------------------------------------------
$6.71-$29.25 1,089,276 6.58 $18.88 494,712 5.66 17.68
===============================================================================================================
(8) QUARTERLY RESULTS OF OPERATIONS (UNAUDITED) (2)
=============================================================================================================
(In thousands except per share amounts) March 31 June 30 September 30 December 31
=============================================================================================================
2000 Quarter Ended
=============================================================================================================
Investment income $14,531 $13,787 $14,304 $12,734
Net investment income (loss) before taxes 4,366 4,250 3,245 (2,776)
Net increase (decrease) in net assets
resulting from operations 4,500 4,260 2,774 (3,993)
Net increase (decrease) in net assets
resulting from operations
per common share
Basic 0.31 0.29 0.19 (0.27)
Diluted 0.31 0.29 0.19 (0.27)
1999 Quarter Ended
=============================================================================================================
Investment income (1) $10,097 $11,505 $11,466 $11,008
Net investment income before taxes (1) 3,451 3,304 3,349 753
Net increase in net assets
resulting from operations 4,757 5,236 6,208 4,893
Net increase in net assets resulting from
operations per common share
Basic 0.33 0.36 0.43 0.33
Diluted 0.33 0.36 0.42 0.33
1998 Quarter Ended
=============================================================================================================
Investment income $9,368 $9,626 $9,574 $9,286
Net investment income before taxes 4,291 2,171 3,728 2,396
Net increase in net assets
resulting from operations 4,466 3,143 4,405 4,596
Net increase in net assets resulting
from operations per common share
Basic 0.31 0.22 0.30 0.32
Diluted 0.31 0.21 0.30 0.32
=============================================================================================================
(1) Subsequent to the 1999 year-end, the Company identified clerical
errors resulting from the Company's system conversion that began in
the third quarter of 1999. The effect of these items has been
reflected in the results for the fourth quarter ended December 31,
1999. Certain of these errors resulted in a decrease to Investment
Income and Net Investment Income of approximately $1.2 million in
the third quarter and an increase of approximately $1.2 million in
the fourth quarter. The clerical errors, in total, did not have an
overall material impact on net increase in net assets resulting from
operations for either quarter.
(2) The 2000 March, June, and September quarters, as well as all the
quarters of 1999 and 1998 have been restated to reflect the merger
with Freshstart.
(9) SEGMENT REPORTING
The Company has two reportable business segments, lending and taxicab
rooftop advertising. The lending segment originates and services secured
commercial loans. The taxicab roof top advertising segment sells advertising
space to advertising agencies and companies in several major markets across the
United States. The segment is reported as an unconsolidated subsidiary,
Medallion Taxi Media, Inc. The accounting policies of the operating segments are
the same as those described in the summary of significant accounting policies.
The lending segment is presented in the consolidated financial statements of the
Company. Financial information relating to the taxicab rooftop-advertising
segment is presented in Note 4, and represents an immaterial part of total
Company revenues, expenses, income, assets, and liabilities.
For taxicab advertising, the increase in net assets resulting from
operations represents the Company's equity in net income from Media. Segment
assets for taxicab advertising represents the Company's investment in and loans
to Media.
F-18
(10) COMMITMENTS AND CONTINGENCIES
(a) Sub-Advisory Agreement
In May 1996, the Company entered into a sub-advisory agreement (Agreement)
with FMC Advisers, Inc. (FMC) in which FMC provided advisory services to the
Company. Under the Agreement, the Company paid FMC a monthly fee for services
rendered of $18,750. On February 24, 1999, the Agreement was extended until May
2000 at which point it was allowed to expire. Advisory fees incurred during the
years ended December 31, 2000, 1999, and 1998 were $93,750, 225,000, and
$225,000.
(b) Employment Agreements
The Company has employment agreements with certain key officers for either
a three or five-year term. Annually, the contracts with a five-year term will
renew for a new five-year term unless prior to the end of the first year, either
the Company or the executive provides notice to the other party of its intention
not to extend the employment period beyond the current five-year term. In the
event of a change in control, as defined, during the employment period, the
agreements provide for severance compensation to the executive in an amount
equal to the balance of the salary, bonus and value of fringe benefits which the
executive would be entitled to receive for the remainder of the employment
period.
(c) Other Commitments
The Company had loan commitments outstanding at December 31, 2000 to
various prospective qualified small businesses totaling approximately $46.0
million. A commitment to extend credit is a binding agreement to make a loan to
a customer in the future if certain conditions are met and is subject to the
same risk, credit review and approval process as a loan. These commitments are
made in the ordinary course of the Company's business and in management's
opinion, are generally on the same terms as those to existing borrowers.
Commitments generally have fixed expiration dates. Of these commitments,
approximately 45% will be sold pursuant to SBA guaranteed sales. Since some
commitments are expected to expire without being drawn upon, the total
commitment amounts do not necessarily represent future cash requirements. In
addition, the Company had approximately $16.7 million of undisbursed funds
relating to revolving credit facilities. These amounts may be drawn upon at the
customer's request if they meet certain credit requirements.
Commitments for leased premises expire at various dates through June 30,
2006. At December 31, 2000, minimum rental commitments for non-cancelable leases
are as follows:
========================================================
2001 $818,583
2002 757,747
2003 691,910
2004 666,269
2005 and thereafter 999,403
--------------------------------------------------------
Total $3,933,912
========================================================
Rent expense for the years ended December 31, 2000, 1999, and 1998 was
approximately $1,029,000, 853,000, and $919,000.
(d) Litigation
The Company and its subsidiaries become defendants to various legal
proceedings arising from the normal course of business. In the opinion of
management, based on 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 would result in a material adverse impact in the financial
condition or results of operations of the Company.
(11) RELATED PARTY TRANSACTIONS
Certain directors, officers and shareholders of the Company, are also
directors of its wholly owned subsidiaries, MFC, BLL, Medallion Capital, MBC,
Freshstart, and Media. Officer salaries are set by the Board of Directors.
Media engaged in transactions to sell roof top advertising space to a
company represented by a relative of a Media officer. All transactions were made
under market conditions and pricing.
During 2000, 1999, and 1998, a member of the Board of Directors of the
Company was also a partner in the Company's primary law firm.
(12) SHAREHOLDERS' EQUITY
In accordance with Statement of Position 93-2, "Determination, Disclosure
and Financial Statement Presentation of Income, Capital Gain, and Return of
Capital Distributions by Investment Companies," $534,468 was reclassified from
capital in excess of par
F-19
value to accumulated undistributed net investment income at December 2000 in the
accompanying consolidated balance sheets. Further, ($529,289) and $2,258,080
were reclassified from capital in excess of par value to accumulated
undistributed net investment income at December 31, 1999 and 1998, respectively,
in the accompanying consolidated balance sheets. These reclassifications had no
impact on the Company's total shareholders' equity and were designed to present
the Company's capital accounts on a tax basis.
(13) OTHER OPERATING EXPENSES AND OTHER INCOME
The major components of other operating expenses for the years ended December
31, 2000, 1999, and 1998 were as follows:
2000 1999 1998
==============================================================================
Rent $1,028,695 $852,884 $919,027
Insurance 285,689 273,036 735,150
Other 6,561,845 4,598,912 3,378,762
==============================================================================
Total $7,876,229 $5,724,832 $5,032,939
- ------------------------------------------------------------------------------
The major components of other income for the years ended December 31,
2000, 1999, and 1998 were as follows:
2000 1999 1998
- ------------------------------------------------------------------------------
Late charges $582,995 $580,727 $537,220
Prepayments 413,133 440,202 382,777
Loan servicing fee income 1,629,057 559,998 240,470
Other 752,644 664,839 502,162
==============================================================================
Total $3,377,829 $2,245,766 $1,662,629
- ------------------------------------------------------------------------------
(14) EMPLOYEE BENEFIT PLANS
The Company has a 401(k) Investment Plan (the 401(k) Plan) which covers
all full-time and part-time employees of the Company who have attained the age
of 21 and have a minimum of one-half year of service. Under the 401(k) Plan, an
employee may elect to defer not less than 1% and no more than 15% of the total
annual compensation that would otherwise be paid to the employee, provided,
however, that employees' contributions may not exceed certain maximum amounts
determined under the Code. Employee contributions are invested in various mutual
funds according to the directions of the employee. Beginning September 1, 1998,
the Company elected to match employee contributions to the 401(k) Plan in an
amount per employee up to one-third of such employee's contribution but in no
event greater than 2% of the portion of such employee's annual salary eligible
for 401(k) Plan benefits. For the years ended December 31, 2000, 1999, and 1998,
the Company committed and expensed approximately $58,000, $67,000, and $8,000 to
the 401(k) Plan.
(15) FAIR VALUE OF FINANCIAL INSTRUMENTS
Statement of Financial Accounting Standard No. 107, "Disclosures About
Fair Value of Financial Instruments" (SFAS 107) requires disclosure of fair
value information about certain financial instruments, whether assets,
liabilities, or off-balance-sheet commitments, if practicable. The following
methods and assumptions were used to estimate the fair value of each class of
financial instrument. Fair value estimates that were derived from broker quotes
cannot be substantiated by comparison to independent markets and, in many cases,
could not be realized in immediate settlement of the instrument.
(a) Investments-The Company's investments are recorded at the estimated
fair value of such investments.
(b) Servicing fee receivable-The fair value of the servicing fee
receivable is estimated based upon expected future service fee income cash flows
discounted at a rate that approximates that currently offered for instruments
with similar prepayment and risk characteristics.
(c) Commercial paper, notes payable to banks, and senior secured notes-Due
to the short-term nature of these instruments, the carrying amount approximates
fair value.
(d) Commitments to extend credit-The fair value of commitments to extend
credit is estimated using the fees currently charged to enter into similar
agreements, taking into account the remaining terms of the agreements and
present creditworthiness of the counter parties. For fixed rate loan
commitments, fair value also includes a consideration of the difference between
the current levels of interest rates and the committed rates. At December 31,
2000 and 1999, the estimated fair value of these off-balance-sheet instruments
was not material.
F-20
(e) Interest rate cap agreements-The fair value is estimated based on
market prices or dealer quotes. At December 31, 2000 and December 31, 1999, the
estimated fair value of these off-balance-sheet instruments was not material.
(f) SBA debentures payable-The fair value of the debentures payable to the
SBA is estimated based on current market interest rates for similar debt.
December 31, 2000 December 31, 1999
=====================================================================================
(Dollars in thousands) Carrying Amount Fair Value Carrying Amount Fair Value
- -------------------------------------------------------------------------------------
Financial Assets
Investments $516,010 $516,010 $493,917 $493,917
Cash 15,653 15,653 7,459 7,459
Servicing fee receivable 6,632 6,632 4,879 4,879
Financial Liabilities
Notes payable to banks 305,700 305,700 195,450 195,450
Commercial Paper 24,066 24,066 93,984 93,984
SBA debentures payable 21,360 21,360 22,770 22,770
Senior secured notes 45,000 45,000 45,000 45,000
=====================================================================================
F-21
MEDALLION FINANCIAL CORP.
Consolidated Schedule of Investments
December 31, 2000
- ----------------------------------------------------------------------------------------------
Number Principal Balance Contractual %
Of Loans Outstanding Rate
---------- ------------------------ ---------------------
45 $11,767,129 7.50-7.74
85 27,217,587 7.75-7.99
152 34,278,418 8.00-8.24
174 33,977,262 8.25-8.49
319 37,774,811 8.50-8.74
174 29,215,803 8.75-8.99
251 35,527,944 9.00-9.24
48 7,981,436 9.25-9.49
127 12,986,862 9.50-9.74
57 5,891,982 9.75-9.99
246 11,562,678 10.00-10.24
20 1,051,415 10.25-10.49
145 5,851,637 10.50-10.74
39 11,206,375 10.75-10.99
118 20,814,299 11.00-11.24
74 11,050,517 11.25-11.49
135 32,623,997 11.50-11.74
148 18,435,203 11.75-11.99
466 52,907,902 12.00-12.24
504 32,047,426 12.25-12.49
79 14,793,634 12.50-12.74
13 3,329,520 12.75-12.99
142 28,893,963 13.00-13.24
35 5,815,090 13.25-13.49
31 3,433,838 13.50-13.74
16 1,074,968 13.75-13.99
62 2,249,164 14.00-14.24
4 257,190 14.25-14.49
57 1,999,389 14.50-14.74
9 4,787,792 14.75-14.99
124 4,097,995 15.00-15.24
10 262,907 15.50-15.74
7 1,047,411 15.75-15.99
25 1,349,751 16.00-16.24
6 141,099 16.50-16.74
3 82,971 16.75-16.99
8 2,444,134 17.00-17.24
5 247,535 17.50-17.74
3 4,771,982 17.75-17.99
9 1,663,429 18.00-18.24
10 139,011 19.00-19.24
1 81,704 19.25-19.49
1 64,641 20.50-23.99
1 10,207 24.00-24.24
- -----------------------------------------------------------------------------------------------
Total Loans 3,988 517,210,009
- -----------------------------------------------------------------------------------------------
Equities
PMC 1,932,952
Cardinal Health 329,625
Kleener King Satellites 108,696
Micromedics 58,828
Arca 50,000
Other 72,161
-----------------------
Total Equities 9 2,552,262
--------- -----------------------
Total Investments 3,997 519,762,271
---------
Plus: Origination costs, net 1,802,702
-----------------------
Investments, at cost 521,564,973
Less: Unrealized depreciation
on investments 7,411,367
- -----------------------------------------------------------------------------------------------
Total investments, at Board of Directors $514,153,606
valuation
===============================================================================================
The accompanying notes are an integral part of this consolidated schedule.
F-22
MEDALLION FINANCIAL CORP.
Consolidated Schedule of Investments
December 31, 1999
- ------------------------------------------------------------------------------------------------
Number of Balance Contractual
Loans Outstanding % rate
------------ --------------------------------- -------------------
1 $ 5,050 5
9 1,519,559 6.88-6.94
1 402,929 7.25
54 9,001,891 7.50-7.63
114 33,550,228 7.75-7.94
245 62,017,538 8.00-8.24
189 37,423,528 8.25-8.49
360 51,239,688 8.50-8.74
257 35,637,965 8.75-8.99
271 25,342,237 9.00-9.24
63 5,700,950 9.25-9.49
132 11,494,056 9.50-9.74
47 6,357,896 9.75-9.99
142 18,714,010 10.00-10.24
31 5,310,674 10.25-10.49
155 17,879,822 10.50-10.74
97 11,801,818 10.75-10.99
213 25,277,728 11.00-11.24
463 30,725,089 11.25-11.49
77 10,819,931 11.50-11.74
63 9,527,922 11.75-11.99
294 25,080,752 12.00-12.24
12 1,460,990 12.25-12.49
31 2,382,881 12.50-12.74
9 1,819,457 12.75-12.99
215 24,780,315 13.00-13.24
28 1,169,729 13.25-13.49
29 2,243,626 13.50-13.74
18 2,600,092 13.75-13.99
102 3,381,115 14.00-14.24
7 597,066 14.25-14.49
58 2,072,177 14.50-14.74
12 396,466 14.75-14.99
217 6,029,543 15.00-15.24
1 653,087 15.25-15.49
14 402,240 15.50-15.74
6 686,161 15.75-15.99
21 708,365 16.00-16.24
2 24,400 16.25-16.49
9 317,398 16.50-16.74
4 107,571 16.75-16.99
8 3,231,554 17.00-17.24
1 23,460 17.25-17.49
2 83,960 17.50-17.74
2 84,379 17.75-17.99
20 3,806,737 18.00-18.24
5 84,238 19.00-19.24
- ------------------------------------------------------------------------------------------------
Total Loans 4,111 493,978,267
- ------------------------------------------------------------------------------------------------
Equities
PMC 1,992,022
Cardinal Health 329,625
Kleener King Satellites 108,696
Micromedics 58,828
Arca 50,000
Other 66,718
- ------------------------------------------------------------------------------------------------
Total Equities 11 2,605,889 N/A
- ------------------------------------------------------------------------------------------------
Total Investments 4,122 496,584,156
- ------------------------------------------------------------------------------------------------
Plus: Origination costs, net 2,552,922
- ------------------------------------------------------------------------------------------------
Investments, at cost 499,137,078
- ------------------------------------------------------------------------------------------------
Less: Unrealized depreciation
on investments 9,569,882
- ------------------------------------------------------------------------------------------------
Total investments, at Board of $489,567,196
Directors valuation
================================================================================================
The accompanying notes are an integral part of this consolidated schedule.
F-23