-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, RlqpMDltYf4jVl1EN4Za6xHYjKZbFarogmWTMDIXoNOtTRw97MjbOPxxary+BvTI 5w/WkHY3ChqhvLxGi2GaKw== 0000950130-00-001799.txt : 20000331 0000950130-00-001799.hdr.sgml : 20000331 ACCESSION NUMBER: 0000950130-00-001799 CONFORMED SUBMISSION TYPE: 10-K405 PUBLIC DOCUMENT COUNT: 6 CONFORMED PERIOD OF REPORT: 19991231 FILED AS OF DATE: 20000330 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MEDALLION FINANCIAL CORP CENTRAL INDEX KEY: 0001000209 STANDARD INDUSTRIAL CLASSIFICATION: FINANCE SERVICES [6199] IRS NUMBER: 043291176 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K405 SEC ACT: SEC FILE NUMBER: 814-00188 FILM NUMBER: 588096 BUSINESS ADDRESS: STREET 1: 205 E 42ND ST STREET 2: STE 2020 CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 2126823300 MAIL ADDRESS: STREET 1: 205 E 42ND ST STREET 2: STE 2020 CITY: NEW YORK STATE: NY ZIP: 10017 10-K405 1 FORM 10-K405 ================================================================================ 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, 1999 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 [X]. The approximate aggregate market value of common equity held by non-affiliates of the Registrant as of March 28, 2000 was approximately $236.8 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 28, 2000. There were 14,029,798 shares of the Registrant's Common Stock outstanding as of March 28, 2000. DOCUMENTS INCORPORATED BY REFERENCE Portions of the Registrant's Definitive Proxy Statement for its 2000 Annual Meeting of Shareholders to be held on June 15, 2000, 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, 1999, are incorporated by reference into Part III of this Form 10-K. ================================================================================ MEDALLION FINANCIAL CORP. 1999 FORM 10-K ANNUAL REPORT Table of Contents Page PART I Item 1. Business of the Company................................................................. 3 Item 2. Properties.............................................................................. 16 Item 3. Legal Proceedings....................................................................... 16 Item 4. Submission of Matters to a Vote of Security Holders..................................... 16 PART II Item 5. Market for the Registrant's Common Stock and Related Stockholder Matters................ 19 Item 6. Selected Financial Data................................................................. 21 Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations... 29 Item 7A. Quantitative and Qualitative Disclosures About Market Risk.............................. 41 Item 8. Financial Statements and Supplementary Data............................................. 41 Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosures... 42 PART III Item 10. Directors and Executive Officers of the Registrant...................................... 42 Item 11. Executive Compensation.................................................................. 42 Item 12. Security Ownership of Certain Beneficial Owners and Management.......................... 42 Item 13. Certain Relationships and Related Transactions.......................................... 42 PART IV Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K......................... 42 Important Factors Relating to Forward-looking Statements............................................ 43 Signatures ........................................................................................ 44
2 PART I ITEM 1. BUSINESS OF THE COMPANY General Medallion Financial Corp. ("Medallion Financial") acquired on May 29, 1996 the specialty finance businesses conducted by Tri-Magna Corporation ("Tri-Magna"), Edwards Capital Company (collectively with its successor, Edwards Capital Corp., "Edwards") and Transportation Capital Corp. ("TCC" and, collectively with Tri- Magna and Edwards, the "Founding Companies") as well as the taxicab rooftop advertising business conducted by Tri-Magna. Tri-Magna had conducted its specialty finance and taxicab rooftop advertising businesses through its wholly owned subsidiaries, Medallion Funding Corp. ("MFC") and Medallion Taxi Media, Inc. ("Media"), respectively, and references herein to Tri-Magna include such subsidiaries unless the context indicates otherwise. On June 1, 1999, Edwards and TCC were merged into MFC. Prior to the closing of the acquisitions of the Founding Companies (the "Acquisitions"), Medallion Financial had no operations. On October 31, 1997, Medallion Financial's subsidiary, Business Lenders LLC ("BLL"), acquired certain assets and assumed certain liabilities of Business Lenders, Inc. ("Business Lenders"). BLL operates as a specialty finance company and is a Small Business Administration ("SBA") Section 7(a) program lender focusing on long-term loans to active businesses secured by real estate. On June 16, 1998, the Company completed the merger with Capital Dimensions, Inc. ("CDI") a Specialized Small Business Investment Company ("SSBIC") lender, headquartered in Minneapolis, Minnesota. CDI was subsequently renamed Medallion Capital, Inc. ("Medallion Capital"). The charter was amended to convert Medallion Capital to a Small Business Investment Company ("SBIC"). 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. Medallion Business Credit LLC ("MBC") was formed on August 6, 1998 and is a wholly owned subsidiary of Medallion Financial. MBC originates loans to small businesses for the principle purpose of financing inventory and receivables. Medallion Financial is a business development company under the Investment Company Act of 1940, as amended (the "1940 Act"). -------------------- Unless the context indicates otherwise, all references herein to the "Company" include Medallion Financial Corp. and its subsidiaries collectively and references herein to "Medallion Financial" refer to Medallion Financial Corp. alone. -------------------- The Company operates a specialty finance business and its principal focus is the origination and servicing of commercial secured loans. As an adjunct to its finance business, the Company also operates a taxicab rooftop advertising business. The Company has been engaged in taxicab medallion lending, which finances the purchase of taxicab medallions and related assets ("Medallion Loans") since 1979 and has developed a leading position in the industry. The Company also originates and services commercial installment loans, financing small businesses in targeted industries outside of the taxicab industry ("Commercial Installment Loans"). The Company intends to use the expertise it has developed in its areas of concentration to further expand the range of commercial loan products it offers as well as the industries and geographic areas it services. Through its subsidiary BLL, the Company is licensed by the U.S. Small Business Administration (the "SBA") to operate in the Section 7(a) loan program and lends to active businesses secured by assets and or real estate also referred to as Commercial Installment Loans. At December 31, 1999, the Company had approximately 6,400 installed taxicab rooftop advertising displays ("Displays"). The Company sells advertising space to advertising agencies and directly to companies promoting products. Currently, the Company provides such advertising in New York City and several metropolitan areas across the U.S. Medallion Financial is a closed-end, non-diversified management investment company under the 1940 Act. The investment objectives of the Company are to provide a high level of distributable income, consistent with preservation of capital, as well as long-term growth of net asset value. The Company is managed by its executive officers under the supervision of its Board of Directors and has retained FMC Advisers, Inc. ("FMC") as an investment adviser. The principals of FMC had served as directors and executive officers of Tri-Magna and MFC since inception of these businesses until their acquisition by the Company. The Company has elected to be treated as a business development company under the 1940 Act. In addition, it 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. The Company pays quarterly cash dividends to comply with this requirement. Stockholders may elect to reinvest distributions. Medallion Financial's specialty finance subsidiaries, MFC and Medallion Capital are RICs and are single member limited liability companies that are treated as branches of Medallion Financial and therefore, for tax 3 purposes, receive the benefits of RIC status, (collectively the "RIC Subsidiaries"), and distribute at least 90% of their respective investment company taxable income to Medallion Financial. The following chart illustrates the organizational structure of the Company: Medallion Financial Corp. ("Medallion Financial") .RIC .BDC Medallion Funding Business Medallion Taxi Medallion Medallion Corp. Lenders LLC Media, Inc. Capital, Inc. Business Credit LLC ("MFC") ("BLL") ("Media") ("Medallion ("MBC") RIC 7 (a) Lender Taxicab Capital") SBIC advertising RIC business SBIC C Corporation
- ----------------------------- BDC Business Development Company under the 1940 Act. RIC Regulated Investment Company under the Code. SBIC Small Business Investment Company licensed by the SBA. 7(a) Lender Participating lender under the SBA's Section 7(a) loan program. Medallion Funding Corp. and Medallion Taxi Media Inc. Prior to their acquisition by the Company, MFC and Media were wholly owned subsidiaries of Tri-Magna which merged into the Company in connection with the closing of Medallion Financial's acquisition of MFC and Media. Tri-Magna was a closed-end, management investment company registered under the 1940 Act. Management of the Company had operated Tri-Magna and its subsidiaries since they were organized. MFC was incorporated in 1979 and is a closed-end, management investment company registered under the 1940 Act. Before the termination of the SBA's SSBIC program in September 1996, MFC was the largest SSBIC in the nation. Following the termination of the SSBIC program, MFC was converted to an SBIC under an agreement with the SBA entered into in February 1997 (the "MFC Conversion Agreement"). Medallion Funding Corp. Operating primarily in New York City, MFC is a well established taxi medallion lender and has diversified its operations by developing a department that originates Commercial Installment Loans. As an SSBIC, MFC was restricted to financing small business concerns owned and managed by persons deemed to be socially or economically disadvantaged ("Disadvantaged Borrowers"). As an SBIC, MFC is permitted to lend to any small business meeting the size and eligibility requirements established by the SBA, subject to certain restrictions contained in the MFC Conversion Agreement. Accordingly, MFC now has a significantly larger borrower base and performs its credit analyses based solely on economic criteria. MFC is not subject to SBA restrictions on the amount of third-party indebtedness it may incur. On June 1, 1999, Edwards and TCC were merged with MFC with the SBA's approval. The merger was treated similar to the pooling-of-interests method of accounting which had no effect on the Company's consolidated financial statements. Edwards was a closed-end, management investment company registered under the 1940 Act and is licensed as an SBIC by the SBA. Edwards' predecessor, Edwards Capital Company, was organized in 1979 and had operated as a privately held limited partnership from 1981 until the Company's subsidiary, Edwards, acquired substantially all of its assets and assumed substantially all of its liabilities on May 29, 1996. TCC was a closed-end, management investment company registered under the 1940 Act. TCC was incorporated in 1979 and prior to its acquisition by the Company, was a wholly owned indirect subsidiary of Leucadia National Corporation. Like MFC, TCC was licensed as an SSBIC before the modification of the SSBIC program and is now licensed as an SBIC under the terms of an agreement with the SBA entered into in February 1997 (the "TCC Conversion Agreement). 4 Medallion Taxi Media, Inc. Media, which was incorporated in 1994, provides taxicab rooftop advertising and is pursuing a plan to become a national provider of such advertising. Media currently provides such advertising in New York City, Boston, New Orleans, Philadelphia, San Diego, Washington, Baltimore, Dallas and Atlanta and intends to both expand within its existing markets and enter other major metropolitan markets. In furtherance of its expansion efforts, Media acquired 450 additional installed Displays in New York City in connection with the acquisition of the assets of See-Level Advertising, Inc. and See-Level Management, Inc. on July 25, 1996. In addition, on March 6, 1997, Media entered into an agreement with The Metropolitan Taxi Board of Trade, Inc. (the "MTBOT") to provide advertising on over 1,700 New York City taxicabs owned by members of the MTBOT commencing on September 22, 1997. On September 1, 1998, Media acquired the assets of Taxi Ads, LLC adding 855 installed displays in New Orleans, Philadelphia and San Diego. On February 2, 1999, Media purchased all of the common stock of Transit Advertising Displays, Inc. which operated installed displays in the Baltimore and Washington, D.C. areas. At December 31, 1999, Media had approximately 6,400 displays installed nationwide. Business Lenders LLC On October 31, 1997, BLL purchased the assets and assumed certain liabilities of Business Lenders. BLL is a Delaware limited liability company and is licensed by the State of Connecticut Department of Banking as a business and industrial development corporation and is also licensed by the SBA as a participating lender in the SBA's Section 7(a) loan program. As a Section 7(a) lender, the Company is eligible to make loans guaranteed by the SBA to small businesses meeting certain size and other eligibility requirements of the SBA. BLL makes secured loans to small businesses in principal amounts ranging from $10,000 to $2,700,000 with terms of up to 25 years. These loans are made both on a guaranteed basis under the SBA's Section 7(a) loan program (with guarantees ranging from 68.2% to 80%) and on an unguaranteed basis independent of the Section 7(a) program by participating with Medallion Financial. In connection with the 1996 Acquisitions, the Company received the Acquisition Orders under the 1940 Act from the Securities and Exchange Commission. The Company obtained approval from the Connecticut State Department of Banking and the SBA in the BLL Acquisition. Medallion Business Credit LLC MBC is a Delaware limited liability company and a wholly owned subsidiary of the Company. MBC originates loans to small businesses for the principle purpose of financing inventory and receivables through credit facilities ranging from $250,000 to $3,500,000. MBC commenced business in September 1998. Medallion Capital, Inc. On June 16, 1998, the Company completed the acquisition of Capital Dimensions, Inc. ("CDI") an SSBIC lender, headquartered in Minneapolis, Minnesota. CDI was subsequently renamed Medallion Capital, Inc. ("Medallion Capital"). The charter was amended to convert Medallion Capital to an SBIC. The Company issued 1,112,677 shares of its common stock for the outstanding shares of CDI common stock by exchanging 0.59615 shares of its common stock for each outstanding share of CDI 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. Under this method, the consolidated financial statements have been restated to retroactively combine Medallion Capital's financial statements as if the merger had occurred at the beginning of the earliest period presented. 5 GROSS INVESTMENT PORTFOLIO SUMMARY DATA The following table classifies the Company's gross loans including net origination costs and equity investments at cost and contractual weighted average interest rates of the balance outstanding as of December 31, 1999 and 1998: All Medallion Loans
Contractual Weighted December 31, 1999 Number Average Balance Type of Loans of Loans Interest Rate Outstanding - -------------- -------- ------------- ----------- New York City Medallion Loans........... 1,481 8.45% $252,853,688 Other Medallion Loans................... 970 11.17 50,239,595 --- ----- ---------- All Medallion Loans.................... 2,451 8.90% 303,093,283 Dry cleaners and laundromats............ 507 12.93% 25,984,507 7(a) Loans.............................. 626 11.04% 58,761,959 Other................................... 277 11.33% 85,457,982 --- ------ ---------- Total Loans............................. 3,861 11.71% $473,297,731 Equities................................ 11 - 3,110,751 --- ------ --------- Total Investments at cost............... 3,872 9.91% $476,408,482 ===== ====== ============ Contractual Weighted December 31, 1998 Number Average Balance Type of Loans of Loans Interest Rate Outstanding - -------------- -------- ------------- ----------- New York City Medallion Loans........... 1,762 8.68% $234,989,904 Other Medallion Loans................... 751 11.71 31,071,904 --- ----- ---------- All Medallion Loans.................... 2,513 9.03 266,061,808 Dry cleaners and laundromats............ 654 13.25 34,327,668 7(a) Loans.............................. 356 10.65 21,398,308 Other................................... 218 10.66 52,544,710 --- ----- ---------- Total Loans............................. 3,741 12.13% 374,332,494 Equities................................ 12 - 6,797,761 -- - --------- Total Investments at cost............... 3,753 9.93% $381,130,255 ===== ===== ============
MEDALLION LENDING Industry Overview 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 Taxi and Limousine Commission ("TLC"), individual (owner-driver) medallions sold for approximately $218,000 and corporate medallions sold for approximately $266,000 at December 31, 1999. The number of taxicab medallions is limited by law and until recently no new medallions had been issued since 1937. However, in January 1996, the New York City Council passed a law authorizing the city to sell up to 400 additional taxicab medallions. The first 133 of such medallions were sold in May 1996, an additional 133 were sold in October 1996, and the balance were sold in October 1997. The Company believes that the auctions have provided it with additional opportunities because it has financed the purchase of a large number of the medallions sold at auction. As a result of the limited supply of medallions, an active market for medallions has developed. The Company estimates that the total value of all New York City medallions exceeds $3.0 billion. The law limiting the number of medallions also stipulates that the ownership for the 12,053 medallions outstanding at December 31, 1999 shall remain divided into 5,086 owner-driver or 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. 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 sale is approved, the owner's taxicab is subject to quarterly TLC inspections. 6 The Boston and Cambridge Markets. The Company estimates that Boston medallions currently sell for approximately $165,000. 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 are to be auctioned in June 2000. The Company estimates that the total value of all Boston medallions and related assets is over $270 million. In addition, the Company estimates Cambridge medallions currently sell for approximately $140,000. The number of Cambridge medallions has been limited to 248 since 1945 by a Cambridge city ordinance; accordingly, the Company estimates that the total value of all Cambridge medallions and related assets is over $34 million. The Chicago Market. Based on the Company's experience, Chicago medallions currently sell for approximately $67,500. Pursuant to a municipal ordinance, the number of outstanding medallions, is currently capped at 5,850 which includes an additional 150 medallions that were auctioned and placed into service in July, 1999. The Company estimates that the total value of all Chicago medallions and related assets is over $380 million. Market Position The Company has originated and serviced Medallion Loans since 1979 and has established a leading position in the industry. The Company's management has a long history of owning, managing and financing taxicab fleets, taxicab medallions and corporate car services. Medallion Loans collateralized by New York City taxicab medallions and related assets comprised 83.2% of the value of the Company's Medallion Loan portfolio at December 31, 1999. The balance consisted of Medallion Loans collateralized by Boston, Chicago, Cambridge, Newark, Baltimore and Hartford taxicab medallions. The Company believes that there are significant growth opportunities in these and other metropolitan markets nationwide. 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. 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, the Company has begun to originate loans with one to four year interest rate maturities. Borrowers may prepay Medallion Loans upon payment of a fee ranging from 30 to 90 days' interest. The Company generally retains the Medallion Loans it originates. The Company believes that likelihood of prepayment is a function of changes in interest rates because borrowers are more likely to exercise prepayment rights in a decreasing interest rate environment when the interest rate payable on the borrower's loan is high relative to prevailing interest rates and are less likely to repay in a rising interest rate environment. At December 31, 1999, substantially all of the Company's Medallion Loans were secured by first security interests in taxicab medallions and related assets. The Company originates Medallion Loans at an approximate average loan-to-value ratio of 75%. The Company has recourse against the direct and indirect owners of the medallion through personal guarantees. 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. The Company believes that its 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 the event of defaults by borrowers, the medallions collateralizing such loans have been seized and, when such loans have not been brought current, readily sold in the active market for medallions at prices at or in excess of the amounts due. COMMERCIAL INSTALLMENT LOANS Overview MFC began Commercial Installment Loan operations in 1987 to diversify its loan portfolio which, prior to that time, consisted almost entirely of Medallion Loans. MFC chose to concentrate these operations on originating loans secured by retail dry cleaning and coin operated laundromat equipment because of certain characteristics similar to medallion lending that make 7 these industries attractive candidates for profitable lending. These factors include (i) a relatively high fixed rates of interest ranging from approximately 250 to 600 basis points over the prevailing prime rate of interest charged by major commercial banks (the "Prime Rate") at the time of origination, (ii) low historical repossession rates, (iii) vendor recourse, (iv) significant equity investments by borrowers, (v) an active market for repossessed equipment, (vi) a small average loan size of approximately $60,000 and (vii) collateral service life that is frequently twice as long as the term of the loans. After achieving success in the dry cleaning and laundromat sectors, the Company expanded its customer base to other industries including: food service, real estate and radio broadcast licenses. With the acquisition of Medallion Capital, the Company expanded its geographic reach. Further, Medallion Capital often accepts warrants as partial consideration in its lending transactions enabling the Company to share in future growth of its borrowers. BLL lends primarily to businesses secured by assets and or real estate throughout the New England and the New York area under the SBA's Section 7(a) loan program. BLL's loans are typically secured by assets or real estate, have floating interest rates tied to a spread over the prime rate and are guaranteed by the SBA, up to a maximum guarantee of $800,000. Additionally, a liquid market exists for the sale of the guaranteed portion of these loans. The Company regularly sells the guaranteed portion of its 7(a) loans in the secondary market and recognizes a gain on these sales which is accounted for in accordance with Statement of Financial Accounting Standards No. 125, "Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities." The Company believes that the floating rate nature of these loans is beneficial for its interest rate exposure management. MBC is an asset based lender servicing small businesses that require credit facilities ranging from $250,000 to $3,500,000. The Company believes that this market is underserved and MBC had sucessfully established 35 credit lines at December 31, 1999. Security on these facilities is principally the borrower's accounts receivable but may also include inventory, machinery or equipment. Currently, MBC's customer base is concentrated in the New York metropolitan area and includes manufacturers, distributors and service organizations. MBC's earns 3% per annum over prime on its facilities. The Company believes that other niche industries with similar characteristics will provide additional loan portfolio growth opportunities. Building on the success of MFC's Commercial Installment Loan operations, the Company has continued to expand its lending activities in this area through BLL, Medallion Capital, MBC and Medallion Financial itself. Portfolio Characteristics Commercial Installment 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. The Company has originated Commercial Installment Loans in principal amounts ranging from $5,000 to approximately $3,500,000. These loans are generally retained by the Company 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 and generally can be prepaid with a fee ranging from 30 to 120 days' interest. The term of, and interest rate charged on, the Company's 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 the Company from charging the maximum rate of interest permitted under SBA Regulations, the Company is able to charge the maximum rate on certain Commercial Installment Loans and anticipates that Medallion Financial will be able to continue to charge in excess of the maximum rate since Medallion Financial is not subject to regulation by the SBA. The Company believes that the increased yield on Commercial Installment Loans compensates for their higher risk relative to Medallion Loans and further illustrates the benefits of diversification. The Company generally originates Commercial Installment Loans at an approximate average loan to value ratio of 70-75%. Substantially all of the Company's Commercial Installment Loans are collateralized by security interests in the assets being financed by the borrower. In addition, the Company requires the principals of borrowers to personally guarantee loans. Furthermore, equipment vendors may provide full and partial recourse guarantees on loans. MARKETING, ORIGINATION AND LOAN APPROVAL PROCESS The Company and its subsidiaries employ 46 loan originators that originate Medallion Loans and Commercial Installment Loans. The Company's loan officers regularly receive referrals from medallion brokers and make use of an extensive referral network in the retail dry cleaning and coin operated laundromat industry. Equipment vendors are an important source of Commercial Installment Loan referrals and the Company attributes its excellent relations with these vendors in part to its success in financing the purchase of retail dry cleaning and coin operated laundromat equipment. 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 and personal 8 inspection of the premises and TLC approval, if applicable. The Company also requires each applicant to provide personal and corporate tax returns and premises leases or property deeds. The Company's senior management establishes loan origination criteria. Loans that conform to such criteria may be processed by a loan officer with the proper credit authority and non-conforming loans must be approved by the Chief Executive Officer or the Chief Credit Officer. GROSS LOANS RECEIVABLE The following table sets forth the Company's gross loans receivable, including net origination costs and the percentage of total gross portfolio, separated by entity:
December 31, 1995 1996 1997 1998 1999 ---- ---- ---- ---- ---- (in thousands) Loans Receivable MBC................. $9,088 2% $29,540 6% BLL................. $14,019 4% 21,398 6% 58,762 13% Medallion Financial.......... $14,640 8% 48,560 16% 63,394 17% 60,851 13% MFC (a)............. $150,552 90% 161,900 83% 228,759 74% 258,965 69% 299,625 63% Medallion Capital... 15,331 10% 18,236 9% 17,070 6% 21,487 6% 24,520 5% ------ -- ------ -- ------ -- ------ -- ------- -- Total................ $165,883 100% $194,776 100% $308,408 100% $374,332 100% $473,298 100% ======== ==== ======== ==== ======== ==== ======== === ======== ====
(a) These amounts represent the combined balances for MFC, Edwards and TCC as the entities were merged as of June 1, 1999. INVESTMENT ACTIVITY The following table sets forth a rollforward of the Company's investment portfolio for the periods indicated (a):
Year Ended December 31, 1998 1999 ---- ---- (in thousands) Investments originated $ 244,485 $ 298,211 Loan repayments (193,003) (224,708) Increase in unrealized appreciation (depreciation) 2,676 (11,910) Realized gains, net 1,291 22,746 Amortization of origination costs (1,353) (971) Acquisition of VGI, VGII and VOC 16,745 - ---------- ---------- Increase in Investments-net $ 70,841 $ 83,368 Investments-net (beginning of period) $ 313,254 $ 384,095 Investments-net (end of period) $ 384,095 $ 467,463
- ------------------- (a) This schedule was revised from the 1998 filing to reflect changes in the entire portfolio rather than just the loan portfolio. The 1998 numbers have been revised to reflect the new presentation. DELINQUENCY AND LOAN LOSS EXPERIENCE The Company generally follows a practice of discontinuing the accrual of interest income on Commercial Installment Loans which are in arrears as to interest payments for a period in excess of 90 days. The Company delivers a default notice and begins foreclosure and liquidation proceedings when management determines that pursuit of these remedies is the most appropriate course of action in the circumstances. At December 31, 1999, the Company had an aggregate principal balance of $34.8 million, or 7.3% of the portfolio, which were delinquent for 90 days or more, compared to an aggregate principal balance of $14.5 million or 3.8% of the portfolio, which were delinquent for 90 days or more at December 31, 1998. The Company considers a loan to be delinquent if the borrower fails to make payments for 90 days or more; however, the Company may agree with a borrower that cannot make payments in accordance with the original loan agreement to modify the payment terms of the loan. Based upon the Company's assessment of its collateral position, the Company anticipates that a substantial portion of the principal amount of its delinquent loans would be collected upon foreclosure of such loans, if necessary. There can be no assurance, however, that the collateral securing such loans will be adequate in the event of foreclosure. The Company monitors delinquent loans for possible exposure to loss. In its analysis, the Company reviews various factors, including the value of the collateral securing the loan and the borrower's prior payment history. Based upon these factors and the Company's analysis of the yield and maturity of loans in the portfolio relative to current and projected market interest rates, the Company determines net unrealized depreciation of investments or the amount by which the Company's estimate of the current realizable value of its portfolio is below the cost basis thereof. 9 The following table sets forth the Company's unrealized depreciation of investments and the loan loss experience on a combined basis:
Investments Loans Equities Total Balance, December 31, 1997 $(2,643,660) $ 3,132,654 $ 488,994 Increase in unrealized: Appreciation on investments 409,943 3,305,966 3,715,909 Depreciation on investments (540,000) (458,489) (998,489) Unrealized depreciation of acquired subsidiary (200,000) - (200,000) Realized: Gains on investments - (1,167,363) (1,167,363) Losses on investments 1,125,866 1,125,866 ----------- ----------- ----------- - Balance, December 31, 1998 $(1,847,851) $ 4,812,768 $ 2,964,917 Increase in unrealized: Appreciation on investments - 12,818,814 12,818,814 Depreciation on investments (6,708,586) (208,853) (6,917,439) Realized: Gains on investments (18,197,295) (18,197,295) Losses on investments 385,451 385,451 ------------ ----------- ----------- - Balance, December 31, 1999 $(8,170,986) $ (774,566) $(8,945,552)
CUSTODIAL SERVICES Fleet Bank N.A. acts as the custodian of all of the Company's portfolio assets, except that BLL's portfolio assets are held by Colsen Services, Inc. TAXICAB ROOFTOP ADVERTISING Media provides taxicab rooftop advertising, which is a relatively undeveloped segment of the out-of-home advertising industry. Out-of-home advertising includes (i) traditional outdoor advertising, such as billboards and posters, (ii) transit advertising, such as taxicabs, buses, bus shelters, subway, commuter train and airport advertising and (iii) in-store point of sale advertising. The Company entered this business in November 1994 with the organization of Media and since that time the business has grown rapidly. Generally, the Company enters into agreements with taxicab associations, fleets or individuals to lease taxicab rooftop space for five-year terms. In July 1996, the Company acquired See-Level Advertising, Inc., a taxicab rooftop advertising firm with 450 Displays in New York City. Additionally, under an agreement with MTBOT, the Company has added an additional 1,700 Displays to the number under contract in New York City. On September 1, 1998, the company acquired the assets of Taxi Ads, LLC which had 850 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 operated 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 commision basis on its 3,000 taxicab trunk signs located throughout the Southeast. The Company currently provides taxicab rooftop advertising in New York City, Boston, Philadelphia, Los Angeles, New Orleans, San Diego, Washington D.C., Baltimore, Dallas and Atlanta and intends to expand its operations to other major metropolitan areas. The Company's goal is to become the leading national provider of taxicab rooftop advertising by establishing a presence in additional major U.S. metropolitan markets. On December 31, 1999, the Company had approximately 6,400 installed Displays. The Company attaches each Display to the rooftop of a taxicab and the Company also performs all ongoing Display maintenance and repair. The Display remains the property of the Company. 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 10 designed to be proportionally similar to "bulletins" or "billboards" to permit advertisers to conveniently translate billboard copy to Display copy. The Company markets 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 the Media's advertising accounts in 1999: Armani Exchange, Versace; Fleet Bank N.A.; Continental Airlines; M&M Mars, Kellogg's, Old Navy, Banana Republic, Disney's The Lion King on Broadway; Hot Jobs.com, Alta Vista, Hard Rock Cafe, California Pizza Kitchen, Fox Family Channel, Sony, Fossil and Kate Spade. Under the Master Settlement Agreement between tobacco manufacturers and the attorneys general of various states (including those states in which the Company conducts its outdoor advertising business), the tobacco manufacturers agreed to eliminate general outdoor and transit advertising of tobacco products by March 31, 1999. Since this agreement went into effect, the Company has replaced a portion of the contracts for tobacco advertising that were cancelled due to this regulation and does not believe that it will have a significant or material impact on its financial position or results of operations. SOURCES OF FUNDS Overview The Company funds its operations primarily through credit facilities with bank syndicates and secured commercial paper and, to a lesser degree, 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 the Company's management, based upon an analysis of the respective financial and other costs and burdens associated with funding sources. In addition, SBA financing subjects its recipients to limits on the amount of secured bank debt they may incur. Accordingly, the Company plans to limit its use of SBA funding and will seek such funding only when advantageous. At December 31, 1999 the Company's $339.9 million of outstanding debt was comprised as follows: 56.1% of bank debt and 27.6% of secured commercial paper, substantially all of which was at variable effective rates of interest averaging below the Prime Rate, 13.2% of long-term senior secured notes fixed at an interest rate of 7.2% and 3.1% of subordinated SBA debentures, with fixed rates of interest with a weighted average rate of 7.08% on the outstanding balance at December 31, 1999. An additional $35.5 million of debt was available at December 31, 1999 at variable effective rates of interest averaging below the Prime Rate under the Company's $320.0 million in bank credit facilities. The Company funds its 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. The Company seeks to manage its exposure to increases in market rates of interest to an acceptable level by (i) purchasing interest rate caps to hedge a portion of its variable rate debt against increases in interest rates, (ii) incurring fixed-rate debt and (iii) originating adjustable rate loans. Nevertheless, the Company accepts varying degrees of interest rate risk depending on market conditions. See "Management's Discussion and Analysis of Financial Condition and Results of Operations - Asset/Liability Management." Medallion Financial Medallion Financial intends to rely on its bank credit facilities to fund its operations. Medallion Financial has a credit facility with a bank syndicate consisting of a $100.0 million revolving line of credit. Amounts outstanding under the revolving line of credit bear interest at the agent bank's prime rate or, at Medallion Financial's option, a rate based on LIBOR. At December 31, 1999, the average interest rate was 7.44%, which was 106 basis points below the Prime Rate and 144 basis points above the 90-day LIBOR as of such date. The revolving line of credit is secured by all of Medallion Financial's assets and matures on June 28, 2000. As of December 31, 1999, there was an outstanding balance of $91.2 million under the revolving line of credit. MFC MFC intends to rely on its bank credit facilities rather than on SBA financing to fund its operations. MFC has a credit facility with a bank syndicate consisting of a $220 million revolving line of credit. Amounts outstanding under the revolving line of credit bear interest at the agent bank's prime rate or, at MFC's option, a rate based on LIBOR. At December 31, 1999, the average interest rate was 7.2%, which was 130 basis points below the Prime Rate and 120 basis points above the 90-day LIBOR as of such date. The revolving line of credit is secured by all of MFC's assets and matures on June 30, 2001. As of December 31, 1999, there was an outstanding balance of $99.3 million under the revolving line of credit. 11 On March 13, 1998, MFC established a commercial paper program as an additional source of liquidity. In connection with such program, MFC obtained two investment grade ratings for its short term borrowings. MFC began issuing commercial paper on March 16, 1998 and at December 31, 1999 had $94.0 million outstanding at an average interest rate of 6.60%. The commercial paper program is secured pari passu with the revolving credit facility. On June 1, 1999, MFC issued $22.5 million of senior secured notes (the Notes) that mature on June 1, 2004. The Notes bear a fixed rate of interest of 7.2% and interest is paid quarterly in arrears. The Notes rank pari pasu with the Revolvers and commercial paper through inter-creditor agreements. On September 1, 1999, the note-holders purchased an additional $22.5 million under the same terms and conditions. The proceeds of the Notes were used to pre-pay MFC's outstanding SBA debentures. Preferred Stock Repurchase Agreements MFC and Medallion Capital have repurchased all of their previously issued preferred stock from the SBA for an aggregate price of $8.0 million, representing a discount of 65% from the original aggregate issuance price of $22.6 million. The repurchase price discount of $14.6 million reflects the below market 3% dividend rate and the fact that the preferred stock was not subject to mandatory redemption at any time. The repurchase has resulted in the termination of SBA limits on the amount of secured bank debt that MFC can incur and a realized gain in retained earnings in the amount of the repurchase discount which is being accreted to paid-in capital on a straight-line basis over 84 months, commencing March 31, 1993 for Medallion Capital and over 60 months, commencing August 12, 1994 for MFC. In 1998, Medallion Capital repaid the debenture associated with this liquidating interest and no longer carries a balance. If MFC were to liquidate or lose its SBA license during the accretion period, the SBA would receive the remaining unaccreted amount of the realized gain attributable to the subsidiary liquidating or losing its license. MFC is carrying a liquidating interest that includes amounts attributable to TCC, however, the Company entered into an agreement with the SBA permitting the merger of TCC into MFC without triggering repayment of TCC's liquidating interest. At December 31, 1999, the aggregate remaining unaccreted amount of the realized gain for MFC was $109,959. THE COMPANY'S OPERATION AS A RIC The Company has elected to be taxed as a RIC under Sections 851 through 855 under the Code. The Company intends, during this and subsequent taxable years, to operate in a manner that permits it to satisfy the requirements or taxation as a RIC under the applicable provisions of the Code, but no assurance can be given that it will operate in a manner so as to qualify or remain qualified. The sections of the Code relating to qualification and operation as a RIC are highly technical and complex. The following sets forth the material aspects of the Code sections that govern the federal income tax treatment of a RIC and its stockholders. This summary is qualified in its entirety by the applicable Code provisions, rules and regulations thereunder, and administrative and judicial interpretations thereof. In brief, if certain detailed conditions of the Code are met, business development companies, such as Medallion Financial, that otherwise would be treated for federal income tax purposes as corporations are generally not taxed at the corporate level on their "investment company taxable income" that is currently distributed to stockholders. This treatment substantially eliminates the "double taxation" (i.e., taxation at both the corporate and stockholder levels) that generally results from the use of corporate investment vehicles. A RIC is, however, generally subject to federal income tax at regular corporate rates on undistributed investment company taxable income. Furthermore, in order to avoid a 4% nondeductible federal excise tax on undistributed income and capital gains, the Company must distribute (or be deemed to have distributed) by December 31st of each year at least 98% of its ordinary income for such year, at least 98% of its capital gain net income (which is the excess of its capital gain over its capital loss and is generally computed on the basis of the one-year period ending on October 31st of such year) and any amounts that were not distributed in the previous calendar year and on which no income tax has been paid. If the Company fails to qualify as a RIC in any year, it will be subject to federal income tax as if it were a domestic corporation, and its stockholders will be taxed in the same manner as stockholders of ordinary corporations. In this event, the Company could be subject to potentially significant tax liabilities and the amount of cash available for distribution to its stockholders could be reduced. The Code defines the term "RIC" to include a domestic corporation that has elected to be treated as a business development company under the 1940 Act and meets certain requirements. These requirements include that (a) the company derive at least 90% of its gross income for each taxable year from dividends, interest, interest payments with respect to 12 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; (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. The foregoing diversification requirements under the Code could restrict the Company's expansion of its taxicab rooftop advertising business. Furthermore, in order to qualify as a RIC under the Code, 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. Provided that the Company satisfies the above requirements, neither the investment company taxable income it distributes to stockholders nor any net capital gain that is distributed to stockholders should subject the Company to federal income tax. Investment company taxable income and/or net capital gains that are retained by the Company should be subject to federal income tax at regular corporate income tax rates; provided, however, that to the extent that the Company retains any net long-term capital gains, it may designate them as "deemed distributions" and pay a tax thereon for the benefit of its stockholders. The Company currently intends to continue to distribute to its stockholders for each of its taxable years substantially all of its investment company taxable income and may or may not distribute any capital gains. If the Company acquires debt obligations that were originally issued at a discount, or that 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, it will be required to include as interest income 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 it will be obligated to make distributions accordingly. In this event, the Company may borrow funds or sell assets to meet the distribution requirements. However, under the 1940 Act, the Company will not be permitted to make distributions to stockholders while senior securities are outstanding unless it meets certain asset coverage requirements. If the Company is unable to make the required distributions, it may be subject to the nondeductible 4% excise tax or it may fail to qualify as a RIC. Furthermore, the SBA restricts the distributions that may be made to an amount equal to undistributed net realized earnings less the allowance for unrealized loan losses (which in the case of the Company is included in unrealized depreciation). As long as the Company qualifies as a RIC, distributions made to its taxable domestic stockholders out of current or accumulated earnings and profits (and not designated as capital gain dividends) will be taken into account by them as ordinary income. Distributions that are designated as capital gain dividends will be taxed as long-term capital gains (to the extent they do not exceed the Company's 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 the Company makes 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), with distributions in excess of the stockholder's tax basis taxable as capital gains (if the Common Stock is held as a capital asset). In addition, any dividends declared by the Company 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 the Company and received by the stockholder on December 31st of such year, provided that the dividend is actually paid by the Company during January of the following calendar year. Stockholders may not include in their individual income tax returns any net operating losses or capital losses of the Company. If the Company chooses to retain and pay tax on any net capital gain rather than distribute such gain to its stockholders, the Company will designate such deemed distribution in a written notice to stockholders prior to the expiration of 60 days after the close of the taxable year. Each stockholder would then be treated for federal income tax purposes as if the Company 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 the Company and the stockholder had paid its pro rata share of the taxes paid by the Company and reinvested the remainder in the Company. In general, any loss upon a sale or exchange of Common Stock by a stockholder who has held such stock for six months or less (after applying certain holding period rules) will be treated as long-term capital loss, to the extent of distributions from the Company required to be treated by such stockholder as long-term capital gains. 13 THE COMPANY'S OPERATION AS A BDC As a BDC, the Company is 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 the Company may not change the nature of its business so as to cease to be, or to withdraw its election as, a BDC unless so authorized by the vote of a "majority of the Company's outstanding voting securities," as defined under the 1940 Act. The Company is 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 Company's asset coverage of such indebtedness and all senior securities is at least 200% immediately after each such issuance. Subordinated SBA debentures guaranteed by or issued to the SBA by the RIC Subsidiaries, are not subject to this asset coverage test. In addition, while senior securities are outstanding, provision must be made to prohibit the declaration of any dividend or other distribution to stockholders (except stock dividends) or the repurchase of such securities or shares unless the Company meets 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 the business of the Company 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: (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, cash items, government securities, or high quality debt securities maturing in one year or less from the time of investment. In addition, a BDC 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. In order to count securities as Qualifying Assets for the purpose of the 70% test, the 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 the 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. The Company believes that the common stock of MFC, Edwards, TCC and Media are Qualifying Assets. 14 REGULATION OF THE COMPANY BY THE SBA MFC was formerly an SSBIC that was converted to a SBIC under conversion agreements entered into with the SBA in February 1997. In June 1998, Medallion Capital's charter was amended to convert from an SSBIC to an SBIC. The SBIA authorizes the organization of SBICs as vehicles for providing equity capital, long term financing and management assistance to small business concerns. A small business concern, as defined in the SBIA and the SBA Regulations, is a business that is independently owned and operated and which is not dominant in its field of operation. In addition, at the end of each fiscal year, at least 20% of the total amount of loans made since April 25, 1994 by each SBIC and SSBIC must be made to a subclass of small business concerns that (i) have a net worth, together with any affiliates, of $6.0 million or less and average annual net income after U.S. federal income taxes for the preceding two years of $2.0 million or less (average annual net income is computed without the benefit of any carryover loss), or (ii) satisfy 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. SBA Regulations also prohibit an SBIC from providing funds to a small business concern for certain purposes, such as relending and reinvestment. Prior to the enactment of the Small Business Programs Improvement Act of 1996 (the "Improvement Act"), the SBIA authorized the organization of SSBICs as vehicles for providing the same forms of assistance that SBICs provide, except that SSBIC were limited to loans to small business concerns which were at least 50% owned and managed by persons whose participation in the free enterprise system is hampered because of social or economic disadvantages. "Disadvantaged Borrowers" include African Americans, Asian Sub-Continent Americans, Eskimos, Hispanic Americans, Native Americans, Vietnam War era veterans and other groups identified by the SBA. Such small business concerns were required to either (i) have a tangible net worth, together with any affiliates, of $18.0 million or less and an 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) satisfy alternative criteria under the 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. The Improvement Act, which became effective on September 30, 1996, effectively terminated the SSBIC program by repealing the provisions of the SBIA which authorized SSBICs. Following the enactment of the Improvement Act and termination of the SSBIC program, the SBA established procedures for existing SSBICs to convert to SBICs. In February 1997, MFC entered into an agreement with the SBA whereby MFC was converted into an SBIC, subject to certain conditions imposed by the SBA. Under the MFC Conversion Agreement with the SBA, MFC is authorized to make loans to borrowers other than Disadvantaged Borrowers provided that, at the time of such loan, MFC has in its portfolio outstanding loans to Disadvantaged Borrowers 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. At December 31, 1999 the amount of such unamortized repurchase discount was $109,959 and MFC had outstanding loans to Disadvantaged Borrowers well in excess of this amount. Under current SBA Regulations and subject to local usury laws, 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 off to the next lower eighth of one percent. At December 31, 1999, the maximum rate of interest permitted on loans originated by the RIC Subsidiaries is 19%. At December 31, 1999, the Company's outstanding Medallion Loans had a weighted average rate of interest of 8.90% and outstanding Commercial Installment Loans had a weighted average rate of interest of 11.70%. SBA Regulations also require that each loan originated by an SBIC have a term of between 5 years and 20 years; however, loans to Disadvantaged Borrowers may be for a minimum of four years. 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 Leveragable Capital. Under the terms of their respective conversion agreements with the SBA, however, MFC is authorized to make loans to Disadvantaged Borrowers in amounts not exceeding 30% of their respective Leveragable Capital. 15 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 so invested will depend 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 Installment Loans. Finance subsidiaries of equipment manufacturers also compete with the Company in originating Commercial Installment 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. EMPLOYEES As of December 31, 1999, the Company employed a total of 153 persons. The Company believes that its relations with all of its employees are good, but that its future success will depend, in part, on its ability to continue to recruit, retain and motivate qualified personnel at all levels. 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 1999 fiscal year. EXECUTIVE OFFICERS OF THE REGISTRANT The current executive officers of the Company are as follows:
Name Age Position(s) Held With the Company Alvin Murstein(*) 65 Chairman, Chief Executive Officer and Director Andrew M. Murstein(*) 35 President and Director
16
Brian O'Leary(*) 53 Senior Vice President and Chief Credit Officer Daniel F. Baker(*) 35 Treasurer and Chief Financial Officer Marie Russo(*) 75 Senior Vice President and Secretary Michael J. Kowalsky(*) 55 Executive Vice President Conrad J. Isoldi(*) 56 Senior Vice President and Chief Accounting Officer
An asterisk (*) indicates an "interested person" as such term is defined in Section 2(a)(19) of the 1940 Act. Each officer's term extends until the first meeting of the Board of Directors following the next annual meeting of stockholders and until his or her successor is elected and qualified. Alvin Murstein has been Chairman of the Board of Directors of Medallion Financial since its founding in 1995 and has been Chief Executive Officer of Medallion Financial since February 1996. Mr. Murstein has also been Chairman of the Board of Directors and Chief Executive Officer of MFC since its founding in 1979 and of Media since its founding in 1994. Mr. Murstein has been Chairman of the Board of Directors and Chief Executive Officer of Edwards and TCC since June 1996. He served as Chairman of the Board of Directors and Chief Executive Officer of Tri-Magna from its founding in 1989 until its acquisition by the Company in May 1996. Mr. Murstein received a B.A. and an M.B.A. from New York University and has been an executive in the taxicab industry for over 40 years. Mr. Murstein served on the Board of Directors of the Strober Organization, Inc., a building supply company, from 1988 to 1997. Alvin Murstein is the father of Andrew Murstein. Andrew Murstein has been President of Medallion Financial since its inception in 1995 and President of Media from its inception. Mr. Murstein has served two terms as a Director of Medallion Financial, MFC, Edwards and TCC from May 1996 until April 1997 and since October 10, 1997. He has served as a director of Media since its inception. He served as Tri-Magna's Director of New Business Development from 1994 until its acquisition by the Company in May 1996. Mr. Murstein received a B.A. in economics, cum laude, from Tufts University and an M.B.A. in finance from New York University. Mr. Murstein serves on the New York City Private Industry Council. Andrew Murstein is the son of Alvin Murstein, and is the third generation of his family to be active in the taxicab industry. Brian O'Leary joined Medallion in December, 1999 as Senior Vice President and Chief Credit Officer. From April, 1996 to December, 1999, Mr. O'Leary was Executive Vice President of Atlantic Bank of New York, serving initially as Chief Credit Officer and Chief Administrative Officer and later as head of middle market banking which included the banks Leasing and Premium Finance subsidiaries. Mr. O'Leary was also a member of the management credit committee. From May, 1990 to April, 1996 Mr. O'Leary was with Bank Leumi Trust Co. of New York, first as a Deputy Division Head of the Lending Division and a Deputy Chief Lending Officer and then as EVP and Division Executive of domestic banking. He was also a member of the Senior Credit Committee. From July, 1977 to May, 1990, he was with Marine Midland Bank, most recently as a Regional Executive Vice President. He began his banking career in 1970 with Bankers Trust Co. in the metropolitan banking division. Mr. O'Leary received a B.A. in economics from Fordham University and an MBA in finance from Pace University. Daniel F. Baker has been Treasurer and Chief Financial Officer of Medallion Financial since February 1996. Mr. Baker has also been Treasurer and Chief Financial Officer of MFC, Edwards, TCC and Media since June 1996. Mr. Baker also served as Tri-Magna's Vice President of Finance from 1992 until its acquisition by the Company in May 1996. From 1989 through 1991, he was Controller of Tri- Magna and from 1988 through 1991 he was Controller of MFC. Prior to joining MFC, Mr. Baker was employed by Arthur Andersen LLP. Mr. Baker received a B.S. in accounting from Husson College. Marie Russo has been Senior Vice President and Secretary of Medallion Financial since February 1996. Ms. Russo has also been Senior Vice President and Secretary of MFC, Edwards and TCC since June 1996. Ms. Russo served as Vice President of Operations of Tri-Magna from 1989 until its acquisition by the Company in May 1996. From 1989 to 1996, she was Vice President of MFC and from 1983 to 1986, she was Controller of MFC. Ms. Russo received a B.S. in accounting from Hunter College. Michael J. Kowalsky has been Executive Vice President of Medallion Financial since May 1996. Mr. Kowalsky has been President of MFC and Edwards since June 1996. He also served as Chief Operating Officer of Edwards from 1992 until June 1996. Prior to joining Edwards in 1990, Mr. Kowalsky was a Senior Vice President at General Cigar Co. Inc., a cigar manufacturing company. Mr. Kowalsky received a B.A. and M.A. in economics from the University of Kentucky and an M.B.A. from the New York University Graduate School of Business. Conrad J. Isoldi has been Senior Vice President and Chief Accounting Officer of Medallion Financial since October 1999. Mr. Isoldi was employed by Republic National Bank as Senior Vice President and Deputy Comptroller from June, 1996 to October, 1999. From 1991 to 1996 Mr. Isoldi was Senior Vice President and Director of Corporate Accounting for 17 First Fidelity Bank (now First Union). Prior to this period he was Chief Financial Officer for the Nationwide Consumer Bank of Manufacturers Hanover Trust Company, (Chemical and then Chase) from 1974 to 1991. Mr. Isoldi received a B.B.A. in Accounting from Baruch College. 18 PART II ITEM 5. MARKET FOR THE REGISTRANT'S COMMON STOCK AND RELATED STOCKHOLDER MATTERS The Company's Common Stock commenced trading on May 23, 1996 on the Nasdaq National Market under the symbol "TAXI." As of March 22, 2000, there were approximately 2,658 holders of record of the Company's Common Stock. The following table sets forth for the periods indicated, the range of high and low closing prices for the Company's Common Stock on the Nasdaq National Market: HIGH LOW 1999 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 HIGH LOW 1998 First Quarter $29-15/16 $18-7/8 Second Quarter $31 $25 Third Quarter $28-7/8 $12-1/16 Fourth Quarter $18-1/2 $12-9/16 On November 26, 1996, the Company paid its first quarterly cash dividend of $0.20 per share of Common Stock. The Company has paid quarterly dividends since that time, and currently anticipates that it will continue to pay quarterly cash dividends on the Common Stock. There can be no assurance, however, that the Company will have sufficient earnings to pay such dividends in the future. ITEM 6. SELECTED FINANCIAL DATA On May 29, 1996, Medallion Financial acquired each of the Founding Companies. Prior to this acquisition, each of the Founding Companies had been operating independently of each other. On June 16, 1998 the Company completed a merger with CDI, now known as Medallion Capital. This 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. Under this accounting treatment, the consolidated financial statements of the Company have been restated retroactively to combine Medallion Capital's financial statements with the Company's consolidated financial statements as if the merger had occurred at the beginning of the earliest period presented. Accordingly, the following Selected Financial Data is comprised of two major sections. The first section, Consolidated Selected Financial Data, presents consolidated audited financial data of the Company for the years ending December 31, 1999, 1998, 1997 and 1996 and is derived from the actual financial position and results of operation of the Company as set forth in the audited Consolidated Financial Statements of the Company included as Item 8 in this Annual Report on Form 10-K. Also included are unaudited consolidated financial results for the year ended December 31, 1995. The consolidated financial statements for Medallion Financial Corp. for these years represent only the activity of Medallion Capital, the predecessor of the registrant, as Medallion Financial Corp. had no other activity. These unaudited financial statements have been prepared on the same basis as the audited financial statements and, in the opinion of management, contain all adjustments, consisting only of normal recurring accruals, necessary for a fair presentation of the financial position and results of operations of the Founding Companies for the periods presented. 19 The second section of the following discussion presents the Historical Selected Financial Data of each of the Founding Companies. The Historical Selected Financial Data for the fiscal years ended December 31, 1995 and the period ended May 29, 1996, have been derived from audited financial statements incorporated by reference in this Annual Report on Form 10-K. The Historical Selected Financial Data for Edwards and TCC have been reclassified to permit a presentation that is consistent with the investment company status they acquired upon completion of the Acquisitions. The Historical Selected Financial Data for the fiscal year ended December 31, 1995 for each of the Founding Companies have been derived from their respective audited financial statements not included in this Annual Report on Form 10-K. The Selected Financial Data provided herein should be read in conjunction with the financial statements of Medallion Financial, Tri-Magna, Edwards and TCC, including the Notes thereto, and "Management's Discussion and Analysis of Financial Condition and Results of Operations" included in this Annual Report on Form 10-K. 20 MEDALLION FINANCIAL CORP. SELECTED CONSOLIDATED FINANCIAL DATA AT AND FOR THE YEARS ENDED DECEMBER 31, 1995, 1996, 1997, 1998 AND 1999 IN THOUSANDS EXCEPT FOR PER SHARE AMOUNTS STATEMENT OF OPERATIONS DATA
1995 1996 1997 1998 1999 ---- ---- ---- ---- ---- (unaudited) Investment income $1,481 $12,292 $25,848 $35,157 $41,380 Interest expense 224 5,328 10,099 15,609 19,635 Net interest income 1,257 6,964 15,749 19,548 21,745 Equity in earnings (losses) of Unconsolidated subsidiary (1) - (63) 203 1,200 (214) Other income - 411 980 1,459 2,112 Gain on sale of loans - - 336 2,316 3,014 Accretion of negative goodwill - 421 722 722 722 Operating expenses 608 3,042 6,167 13,178 16,907 Amortization of goodwill - 259 368 506 530 Income tax (provision) benefit (639) (436) (929) 154 (46) Dividends on minority interest (120) (116) - - - Net investment income (110) 3,880 10,526 11,715 9,896 Realized gain (loss) on investments, net 3,800 558 78 1,291 22,746 Change in unrealized appreciation (depreciation) of investments(2) (649) 758 1,929 2,676 (11,910) Net increase in net assets resulting from operations(3) $3,041 $5,196 12,533 $15,682 $20,732 Net increase in net assets resulting from operations per share (diluted)(3) $2.61 $0.87 $1.02 $1.11 $1.47 Dividends declared per share $ - $0.36 $0.92 $1.20 $1.31 BALANCE SHEET DATA 1995 1996 1997 1998 1999 ---- ---- ---- ---- ---- (unaudited) Investments Medallion Loans $ - $134,615 $225,961 $266,062 $303,093 Commercial Installment Loans 15,331 60,115 79,803 106,423 162,034 Equity Investments 1,045 2,374 7,490 11,610 2,336 Investments, net of unrealized depreciation of investments 16,376 197,104 313,254 384,095 467,463 Total assets 21,237 215,277 339,894 422,225 509,613 Notes payable - 96,450 137,750 115,600 190,450 Commercial paper - - - 103,082 93,984 Subordinated SBA debentures 2,408 38,806 39,770 41,590 10,500 Senior secured notes - - - - 45,000 Total liabilities 2,881 140,205 189,363 272,938 358,573 Negative goodwill - 258 1,795 1,072 351 Preferred Stock 3,330 - - - - Total shareholders' equity 15,026 1,795 148,736 148,215 150,689 SELECTED FINANCIAL RATIOS AND OTHER DATA 1995 1996 1997 1998 1999 ---- ---- ---- ---- ---- Return on assets(4) 15.28% 4.39% 4.51% 4.12% 4.45% Return on equity(5) 20.24% 7.16% 8.43% 10.58% 13.76% Average yield, e.o.p(6) 8.82% 10.98% 10.20% 9.93% 9.91% Average cost of funds, e.o.p.(7) 3.79% 7.15% 7.15% 6.42% 7.09% Spread, e.o.p.(8) 5.03% 3.83% 3.05% 3.51% 2.82% Other income ratio (9) 0.00% 0.21% 0.31% 0.38% 0.45% Operating expense ratio (10) 2.86% 1.41% 1.81% 3.12% 3.32% Medallion Loans as a percentage of Investments 0.00% 68.30% 72.13% 69.27% 64.84% Commercial Installment Loans as a percentage of investments 93.62% 30.52% 25.48% 27.71% 34.66% Equity investments as a percentage of investments 6.38% 1.20% 2.39% 3.02% 0.50% Investments to assets 77.11% 91.56% 92.16% 90.97% 91.73% Equity to assets 70.75% 33.70% 43.76% 35.10% 29.57% Debt to equity 16.03% 186.42% 119.35% 175.60% 225.59% SBA debt to total debt 100% 28.69% 22.40% 15.98% 3.09%
21 MEDIA (1) STATEMENT OF OPERATIONS DATA
May 30 to Year Ended Year Ended Year Ended December 31, December 31, December 31, December 31, 1996 1997 1998 1999 ---- ---- ---- ---- Advertising revenue $1,095,346 $3,070,119 $7,526,569 $9,878,117 Cost of services 499,135 1,204,892 2,413,089 4,261,673 ---------- ---------- ---------- ---------- Gross margin 596,211 1,865,227 5,113,480 5,616,444 Other operating expenses 659,211 1,499,803 3,163,091 5,223,833 ---------- ---------- ---------- ---------- Income (losses) before taxes (63,000) 365,424 1,950,389 392,611 Income taxes - (162,000) (750,000) (134,125) ---------- ---------- ---------- ---------- Net income (loss) $(63,000) $ 203,424 $1,200,389 $258,486
- --------------- (1) Equity in earnings (losses) of unconsolidated subsidiary represents the net income (loss) for the period indicated from the Company's investment in Media. The amount reflects the elimination of approximately $473,000 of advertising revenue purchased by the Company from Media in 1999. Such amount has not been eliminated in the Statement of Operations of Media. (2) Change in unrealized depreciation of investments represents the (increase) decrease for the period in the unrealized depreciation applied against the Company's investments to state them at fair value. (3) Net increase in net assets resulting from operations is the sum of net investment income, net realized gains or losses on investments and the change in unrealized gains or losses on investments. (4) Return on assets represents net increase in net assets resulting from operations, for the year indicated, divided by average total assets. (5) Return on equity represents net increase in net assets resulting from operations, for the year indicated, divided by total stockholders' equity. (6) Average yield, e.o.p. represents the end of year weighted average interest rate on investments at the date indicated. (7) Average cost of funds, e.o.p. represents the end of year weighted average interest rate on debt at the date indicated. (8) Spread, e.o.p. represents average yield, e.o.p. less average cost of funds, e.o.p. (9) Other income ratio represents other income, for the year indicated, divided by investments. (10) Operating expense ratio represents operating expenses, for the year indicated, divided by total assets. 22 s SELECTED FINANCIAL DATA (3) TRI-MAGNA (MFC, BUT NOT MEDIA, IS CONSOLIDATED WITH TRI-MAGNA)
January 1 Year Ended To December 31, May 29, 1995 1996 ---- ---- (dollars in thousands) STATEMENT OF OPERATIONS DATA Investment income................................... $ 9,803 $4,423 Interest expense.................................... 6,034 2,517 ----- ----- Net interest income................................. 3,769 1,906 Equity in earnings (losses) of unconsolidated subsidiary(1)........................ 126 (53) Other income........................................ 446 148 Total non-interest expense.......................... 2,615 1,816 Dividends paid on minority interest................. 208 -- --- Net investment income............................... 1,518 185 Realized gain (loss) on investments, net............ 61 -- Change in unrealized depreciation of investments(2)...................................... (140) -- ----- Net increase in net assets resulting from Operations.......................................... $ 1,439 $185 ======= ==== SELECTED FINANCIAL RATIOS AND OTHER DATA(3) Return on average assets(4)(5)...................... 1.50% 1.86% Return on average equity(5)(6)...................... 12.97 16.93 Interest rate spread Average yield(5)(7.................................. 10.61 11.00 Average cost of funds(5)(8)......................... 8.26 7.56 Spread(9)........................................... 2.35 3.44 Other income to average assets(5)................... 0.47 0.36 Non-interest expense to average assets(5)(10)....................................... 2.73 2.98 Weighted average assets............................. 96,189 99,197 Weighted average investments(11).................... 92,433 96,479 Weighted average equity............................. 11,094 10,897 Weighted average debt............................... 73,063 79,912 December 31,(3) May 29, 1995 1996(3) Medallion Loans as a percentage of investments...... 68.4% 67.9% Commercial Installment Loans as a percentage of Investments......................................... 31.6 32.1 Investments to assets............................... 96.3 97.0 Equity to assets.................................... 17.4 16.7 Debt to equity(12).................................. 464 482 SBA debt to total debt.............................. -- --
23 TRI-MAGNA
December 31, May 29, 1995 1996 (dollars in thousands) BALANCE SHEET DATA Investments Medallion Loans................................... $66,338 $64,934 Commercial Installment Loans...................... 30,619 31,598 Unrealized depreciation of investments............. (910) (910) ----- ----- Investments, net of unrealized depreciation of Investments....................................... 96,047 95,622 Total assets....................................... 99,788 98,605 Notes payable...................................... 80,295 79,395 Subordinated SBA debentures........................ - - Total liabilities.................................. 82,474 82,116 Minority interest.................................. - - Total stockholders' equity......................... 17,314 16,489
MEDIA(1)
YEAR ENDED JANUARY 1 TO DECEMBER 31, MAY 29, 1995 1996 ---- ---- STATEMENT OF OPERATIONS DATA Advertising revenue $1,542,013 $ 671,148 Cost of services 483,721 283,891 Gross margin 1,058,292 387,257 Other operating expenses 829,293 455,278 Income (losses) before taxes 228,999 (68,021) Income taxes 103,043 (14,999) Net income (loss) $ 125,956 $ (53,022)
- -------------------------- (1) Equity in earnings (losses) of unconsolidated subsidiary represents the net income (loss) for the period earned by Tri-Magna from its investment in Media. (2) Change in unrealized depreciation of investments represents the (increase) decrease for the period in the unrealized depreciation applied against Tri-Magna's investments to state them at fair value. (3) Unaudited. (4) Return on average assets is calculated as the net increase in net assets resulting from operations (excluding Merger Related Costs) divided by the weighted average assets for the period. (5) Selected financial ratios are annualized for the period from January 1, 1996 to May 29, 1996. (6) Return on average equity is calculated as the net increase in net assets resulting from operations (excluding Merger Related Costs) divided by the weighted average equity for the period. (7) Average yield is calculated as gross investment income for the period divided by the weighted average investments for the period. (8) Average cost of funds is calculated as interest expense for the period divided by the weighted average debt for the period. (9) Spread is calculated as the difference between average yield and average cost of funds. (10) Non-interest expense to average assets is calculated as the total non-interest expense (excluding Merger Related Costs) divided by the weighted average assets for the period. (11) Investments consists of the Tri-Magna's loan portfolio and excludes cash and cash equivalents and Tri-Magna's investment in Media. (12) Debt to equity is defined as total debt divided by total stockholders equity and minority interest. 24 EDWARDS JANUARY 1 YEAR ENDED TO DECEMBER 31, MAY 29, 1995 1996 ---- ---- (dollars in thousands) STATEMENT OF OPERATIONS DATA Investment income............................. $ 4,317 $ 1,727 Interest expense.............................. 2,748 1,098 ----- ----- Net interest income........................... 1,569 629 Other income.................................. 443 129 Total non-interest expense.................... 885 660 Income tax expense............................ 40 16 -- -- Net investment income......................... 1,087 82 Realized gain (loss) on investments, net...... - - Net increase in net assets resulting from operations before extraordinary items........ 1,087 82 ------- ---- Net increase in net assets resulting from operations.............................. $ 1,087 $ 82 ======= ==== SELECTED FINANCIAL RATIOS AND OTHER DATA(1) Return on average assets(2)(3)................ 2.42% 2.28% Return on average partners' capital(3)(4)..... 12.29 11.38 Interest rate spread Average yield(3)(5).......................... 9.92 9.40 Average cost of funds(3)(6).................. 7.96 7.54 Spread(7).................................... 1.96 1.86 Other income to average assets(3)............. 0.99 0.68 Non-interest expense to average assets(3)(8).. 1.98 1.63 Weighted average assets....................... $44,829 $45,543 Weighted average investments(9)............... 43,508 44,103 Weighted average partners' capital............ 8,846 9,112 Weighted average debt......................... 34,535 34,947 DECEMBER 31, (1) MAY 29, 1995 1996 (1) ---- -------- Medallion Loans as a percentage of investments 98.6% 98.7% Commercial Installment Loans as a percentage of investments 1.4 1.3 Investments to assets 97.1 96.7 Partners' capital to assets 20.2 19.8 Debt to partners' capital(10) 382 385 SBA debt to total debt 71.7 71.2 25 EDWARDS JANUARY 1 TO DECEMBER 31, MAY 29, 1995 1996 (dollars in thousands) BALANCE SHEET DATA Investments Medallion Loans................................. $43,177 $43,921 Commercial Installment Loans.................... 622 589 Unrealized depreciation of investments........... (20) (20) ---- ---- Investments, net of unrealized depreciation of investments.................................. 43,779 44,490 Total assets..................................... 45,084 46,001 Notes payable and demand notes................... 9,850 10,100 Subordinated SBA debentures...................... 24,950 24,950 Total liabilities................................ 35,967 36,894 Total partners' capital.......................... 9,117 9,107 - --------------- (1) Unaudited. (2) Return on average assets is calculated as the net increase in net assets resulting from operations before extraordinary items (excluding legal fees related to sale of assets) divided by the weighted average assets for the period. (3) Selected financial ratios are annualized for the period from January 1, 1996 to May 29, 1996. (4) Return on average partners' capital is calculated as the net increase in net assets resulting from operations before extraordinary items (excluding legal fees related to sale of assets) divided by the weighted average partners' capital for the period. (5) Average yield is calculated as gross investment income for the period divided by the weighted average investments for the period. (6) Average cost of funds is calculated as interest expense for the period divided by the weighted average debt for the period. (7) Spread is calculated as the difference between average yield and average cost of funds. (8) Non-interest expense to average assets is calculated as the total non-interest expense (excluding legal fees related to sale of assets) divided by the weighted average assets for the period. (9) Investments consists of Edwards' loan portfolio and excludes cash and cash equivalents. (10) Debt to partners' capital is defined as total debt divided by total partners' capital. 26 TCC
JANUARY 1 YEAR ENDED TO DECEMBER 31 MAY 29, 1995 1996 (dollars in thousands) STATEMENT OF OPERATIONS DATA Investment income........................................... $ 1,836 $ 682 Interest expense............................................ 450 148 --- --- Net interest income......................................... 1,386 534 Total non-interest expense.................................. 760 260 Income tax expense (benefit)(1)............................. 381 128 --- --- Net investment income, adjusted for taxes(2)................ 245 146 Realized gain (loss) on investments......................... (50) 5 Change in unrealized depreciation of investments(3)............................................. 335 30 --- -- Net increase (decrease) in net assets resulting from operations............................................ $ 530 $181 ===== ==== SELECTED FINANCIAL RATIOS AND OTHER DATA(4) Return on average assets(5)(6).............................. 2.91% 2.56% Return on average common equity(6)(7)....................... 6.74 5.23 Interest rate spread Average yield(6)(8)........................................ 13.58 12.95 Average cost of funds(6)(9)................................ 6.14 5.58 Spread(10)................................................. 7.44 7.37 Non-interest expense to average assets(6)................... 4.18 3.67 Weighted average assets..................................... $18,183 $16,983 Weighted average investments(11)............................ 10,389 9,745 Weighted average common equity.............................. 7,859 8,312 Weighted average debt....................................... 7,330 6,368 DECEMBER 31, MAY 29, 1995(4) 1996(4) Medallion Loans as a percentage of investments.............. 81.5% 76.0% Commercial Installment Loans as a percentage of investments. 18.5 24.0 Loans to assets............................................. 52.6 56.3 Equity to assets............................................ 60.2 63.7 Debt to equity(12).......................................... 64 53 SBA debt to total debt...................................... 100.0 100.0
27 TCC DECEMBER 31, MAY 29, 1995 1996 (dollars in thousands) BALANCE SHEET DATA Investments Medallion Loans...................................... $ 7,988 $ 7,543 Commercial Installment Loans......................... 1,808 2,381 Unrealized depreciation of investments................ (642) (612) ----- ----- Investments, net of unrealized depreciation of Investments.......................................... 9,154 9,312 Cash and cash equivalents............................. 7,781 6,797 Total assets.......................................... 17,416 16,551 Notes payable and demand notes........................ -- -- SBA debentures........................................ 6,730 5,640 Total liabilities..................................... 6,937 6,008 Total stockholders' equity............................ 10,479 10,543 - ------------------------- (1) Income tax expense (benefit) includes income tax provision (benefit) on investment income, realized losses on investments and change in unrealized depreciation of investments. See note (2). (2) Net investment income has been adjusted by combining TCC's income tax provision (benefit) in order to present TCC's financial statements on a comparable basis to the other Founding Companies. (3) Change in unrealized depreciation of investments represents the (increase) decrease for the period in the unrealized depreciation applied against TCC's investments to state them at fair value. (4) Unaudited. (5) Return on average assets is calculated as the net increase (decrease) in net assets resulting from operations divided by the weighted average assets for the period. (6) Selected financial ratios are annualized for the period from January 1, 1996 to May 29, 1996. (7) Return on average common equity is calculated as the net increase in net assets resulting from operations divided by the weighted average equity for the period. (8) Average yield is calculated as gross investment income excluding interest income on cash and cash equivalents for the period divided by the weighted average investments for the period. (9) Average cost of funds is calculated as interest expense for the period divided by the weighted average debt for the period. (10) Spread is calculated as the difference between average yield and average cost of funds. (11) Investments consists of TCC's loan portfolio and excludes cash and cash equivalents. (12) Debt to equity is defined as total debt divided by total stockholders' equity and minority interests. 28 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 the Consolidated Financial Statements and Notes thereto appearing in this Annual Report on Form 10-K. Amounts prior to June, 1998 have been restated to include the historical amounts of Medallion Capital, Inc. (formerly Capital Dimensions, Inc.). General The Company operates a specialty finance company whose principal activity is the origination and servicing of commercial secured loans. The loans are primarily secured by taxicab medallions ("Medallion Loans") and loans to small businesses secured by equipment and other suitable collateral ("Commercial Installment Loans"). As an adjunct to its finance business, the Company also operates a taxicab rooftop advertising business. The earnings of the Company depend primarily on its level of net interest income, which is the difference between interest earned on interest-earning assets consisting primarily of Medallion Loans and Commercial Installment Loans, and the interest paid on interest-bearing liabilities consisting primarily of secured credit facilities with bank syndicates, secured commercial paper, senior secured notes and debentures issued to or guaranteed by the SBA. Net interest income is a function of the net interest rate spread, which is the difference between the average yield earned on interest-earning assets and the average interest rate paid on interest-bearing liabilities, as well as the average balance of interest-earning assets as compared to interest-bearing liabilities. Net interest income is affected by economic, regulatory and competitive factors that influence interest rates, loan demand and the availability of funding to finance the Company's lending activities. The Company, 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. The income from the taxicab rooftop advertising business is reflected as earnings from unconsolidated subsidiary. In addition, through its subsidiary Medallion Capital, the Company invests in small businesses in selected industries. 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 constituting "Equity Investments"). Interest income is earned on the debt investments. Realized gains (losses) on investments are recognized when investments are sold and represent the difference between the proceeds received from the disposition of portfolio assets and the cost of such portfolio assets. In addition, changes in unrealized appreciation (depreciation) of investments is recorded and represents 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 or the cost of such portfolio assets, if purchased during 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. Trend in Loan Portfolio Yield - The Company's investment income is driven by the principal amount of and yields on its portfolio. To identify trends in the yields, the portfolio is grouped by Medallion Loans, Commercial Installment Loans and Equity Investments. The following table illustrates the Company'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 Contractual Contractual Weighted Percentage Weighted Percentage Average Principal of Total Average Principal of Total Yield Amounts Portfolio Yield Amounts Portfolio Medallion Loan Portfolio 9.03% $266,061,808 69.3% 8.90% $303,093,283 64.8% Commercial Installment Loan Portfolio 12.13% 106,422,835 27.7% 11.71% 162,033,462 34.7% Equity Investments - 11,610,529 3.0% - 2,336,185 0.5% ----- ---------- ------- ----- --------- ------ Total Portfolio 9.93% $384,095,172 100.0% 9.91% $467,462,930 100.0%
The weighted average yield e.o.p.(/1/) of the Medallion Loan portfolio at December 31, 1999 was 8.90% a decrease of 13 basis points from 9.03% at December 31, 1998. Medallion loans constituted 64.8% of the total portfolio of $467.5 million at December 31, 1999 as compared to 69.3% of the total portfolio of $384.1 million at December 31, 1998. The decrease in the average yield on Medallion Loans was the result of increased competition in the New York medallion - ------------- (1) e.o.p. or "end of period," indicates that a calculation is made at the date indicated rather than for the period then ended. - -------------------- 29 market partially offset by the Company's expansion into other medallion markets which produce yields 100 to 300 basis points higher than New York. As of December 31, 1999, medallion loans outside the New York market represented 16.5% of the total medallion loan portfolio compared to 11.7% of the total medallion loan portfolio at December 31, 1998. The Company plans to continue to focus its marketing efforts towards origination of higher yielding medallion loans outside of the New York market. The weighted average yield e.o.p. of the Commercial Installment Loan portfolio decreased 42 basis points to 11.71% at December 31, 1999 from 12.13% at December 31, 1998. The yield decreased due to a shift in the mix within the commercial portfolio from higher yielding fixed rate loans to floating rate loans tied to the prime rate. At December 31, 1999, floating rate loans represented approximately 51.5% of the commercial portfolio as compared to 27.7% at December 31, 1998. Although this strategy produces a lower yield, the Company believes that this strategy will help mitigate its interest rate risk in a rising interest rate environment. The Company has continued to shift the total portfolio mix toward a higher percentage of Commercial Installment Loans, which historically have had a yield of approximately 200-300 basis points higher than the Company's Medallion Loans and 250 to 600 basis points higher than the Prime Rate. The percentage of the entire portfolio composed of Commercial Installment Loans increased to 34.7% of the total portfolio of $467.5 million at December 31, 1999 from 27.7% of the total portfolio of $384.1 million at December 31, 1998. The total portfolio yield decreased 2 basis points to 9.91% at December 31, 1999 from 9.93% at December 31, 1998. This slight decline is the result of the decrease in yields of the medallion and commercial portfolios. The Company expects to try to continue increasing both the percentage of Commercial Installment Loans in the total portfolio and the number of floating and adjustable rate loan and non-New York medallion loan originations. Equity Investments represented 0.5% and 3.0% of the Company's entire portfolio at December 31, 1999 and 1998, respectively. The decrease in equity investments was due to the sale of the Company's holdings of Radio One in 1999. Trend in Interest Expense - The Company's interest expense is driven by the interest rate payable on the Company's LIBOR-based short-term credit facilities with bank syndicates, secured commercial paper, long-term notes payable and, to a lesser degree, fixed-rate, long-term debentures issued to or guaranteed by the SBA. In 1999, the Company has reduced its reliance on the SBA by prepaying $31.1 million of debentures and issuing $45.0 million of senior secured notes. The Company has retained $10.5 million of SBA financing, however such financing is restricted in its application and its future availability is uncertain. In addition, SBA financing subjects its recipients to limits on the amount of secured bank debt they may incur. Accordingly, the Company plans to limit its use of SBA funding. The Company believes that its entry into the long-term private placement market increases its exposure to the investment community and creates new financing opportunities. The Company has also been making a transition to financing operations primarily with short-term LIBOR-based secured bank debt and secured commercial paper which has generally decreased its interest expense thus far. At the present time commercial paper is priced at approximately 40-50 basis points below the rate charged under the Company's revolving credit facilities. However, this has also increased the Company's exposure to the risk of increases in market interest rates which the Company attempts to mitigate with certain hedging strategies. At December 31, 1999 and December 31, 1998, short-term LIBOR-based debt including commercial paper constituted 83.7% and 84.0% of total debt, respectively. The Company began issuing commercial paper on March 16, 1998. The Company's cost of funds is primarily driven by (i) the average maturity of debt issued by the Company, (ii) the premium over LIBOR paid by the Company on its LIBOR-based debt and secured commercial paper, and (iii) the ratio of LIBOR-based debt to SBA financing and senior secured notes. The Company incurs LIBOR-based debt for terms generally ranging from 1-180 days. The Company's debentures issued to or guaranteed by the SBA typically have initial terms of ten years and the Company's senior secured notes have a term of five years. The Company's cost of funds reflect fluctuations in LIBOR to a greater degree than in the past because LIBOR-based debt has come to represent a greater proportion of the Company's debt. The Company 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. The Company analyzes its cost of funds in relation to the average of the 90- and 180-day LIBOR (the "LIBOR Benchmark"). The Company's average cost of funds e.o.p. at December 31, 1999 was 7.09% or 108 basis points over the LIBOR Benchmark of 6.01% compared to 6.42%, or 121 basis points over the LIBOR Benchmark of 5.21% at December 31, 1998. Although the Company achieved a 13 basis point improvement in the spread paid over the LIBOR Benchmark, the average cost of funds e.o.p. was higher because of the 80 basis point increase in the LIBOR Benchmark year over year. Taxicab Rooftop Advertising. In addition to its finance business, the Company 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 ("Displays") that it owns the occupancy rate and advertising rate of those Displays. At December 31, 1999, Media had approximately 6,400 installed Displays. The Company 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. 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. Although Media is a wholly-owned 30 subsidiary of the Company, its results of operations are not consolidated with the Company because the Securities and Exchange Commission regulations prohibit the consolidation of non-investment companies with investment companies. Under the Master Settlement Agreement between tobacco manufacturers and the Attorneys General of various states (including those states in which the Company conducts its taxitop advertising business), the tobacco manufacturers agreed to eliminate general outdoor and transit advertising of tobacco products by March 31, 1999. The loss of such advertising had an initial adverse effect upon the taxicab rooftop advertising business of the Company. The Company believes, however, that it has replaced some of the revenue which was lost due to the elimination of tobacco taxicab rooftop advertising through contracts with new advertisers from new industry sectors (i.e. internet companies) and expansion into new markets. The Company believes that it will be able to continue to replace the tobacco advertising contracts and in the long term this agreement will not have a significant adverse impact on Media's financial position or results of operations. Factors Affecting Net Assets. Factors which affect the Company's net assets include net realized gain/loss on investments and change in net unrealized appreciation/depreciation of investments. Net realized gain/loss on investments is the difference between the proceeds derived upon sale or foreclosure of a loan and the cost basis of such loan or equity investment. Change in net unrealized appreciation/depreciation of investments is the amount, if any, by which the Company'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, the Company's loan portfolio and other investments must be recorded at fair value or "marked to market." Unlike certain lending institutions, the Company is not permitted to establish reserves for loan losses, but adjusts quarterly the valuation of its loan portfolio to reflect the Company's estimate of the current value of the loan portfolio. Since no ready market exists for the Company's loans, fair value is subject to the good faith determination of the Company. In determining such value, the Company and its Board of Directors takes into consideration factors such as the financial condition of its borrowers, the adequacy of its collateral and the relationships between current and projected market rates of interest and portfolio rates of interest and maturities. Any change in the fair value of portfolio loans or other investments as determined by the Company 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. Therefore, if recent decreases in prevailing interest rates lead to a trend of lower interest rates, net increase in net assets resulting from operations could increase. Upon the completion of the Acquisitions on May 29, 1996, the Company's loan portfolio was recorded on the balance sheet at fair value, which included $1.5 million of net unrealized depreciation, as estimated by the Company in accordance with the 1940 Act and the purchase method of accounting. In connection with the VGI, VGII and Venture Opportunities portfolio acquisition, the Company recorded the investments on the balance sheet at fair value, which included $200,000 of net unrealized depreciation. Commencement of Operations. Medallion Financial commenced operations in connection with the simultaneous closing of its initial public offering and the Acquisitions on May 29, 1996. Prior to that date, Medallion Financial had no results of operations and each of Medallion Financial, Tri-Magna, Edwards and TCC had been operating independently of each other. The acquisition of CDI, now Medallion Capital, was accounted for as a pooling-of-interests and as such requires that its operating results and its assets and liabilities be combined with those of Medallion Financial since the inception of CDI. Therefore, the predecessor company to the Acquisitions is a combination of Medallion Financial with no activity and CDI. The results for the year ended December 31, 1996 reflect 12 months of operating results for CDI and only the seven months of operating results from the period commencing May 30, 1996 and ending December 31, 1996 for Medallion Financial. The 1997 and 1998 financial statements have been restated to include 12 months of operations for CDI. Further, the operating results of BLL are included in the 1997 financial statements beginning October 31, 1997, the date the company was acquired. The following discussion under the caption "Consolidated Results of Operations" sets forth an analysis of the Company's actual results of operations and assets and liabilities (post pooling- of-interests with CDI) for the years ending December 31, 1999, 1998 and 1997. Consolidated Results of Operations For the Years Ended December 31, 1999 and 1998. Performance Summary. For the year ended December 31, 1999, net increase in net assets resulting from operations has been positively impacted by the growth of 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. Investment income increased $6.2 million or 17.7% in 1999 as compared to 1998. The Company's investment income reflects the positive impact of portfolio growth during the year. Total portfolio growth was $83.4 million or 21.7% from $384.1 million at December 31, 1998 to $467.5 million at December 31, 1999. The average portfolio outstanding in 1999 was $426.9 million which generated $41.4 million of investment income at 31 a weighted average of 9.70% as compared to $348.7 million average portfolio outstanding in 1998 which generated $35.0 million of investment income at a weighted average interest rate of 10.27%. 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 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 $53.7 million or 22.0% to $298.2 million in 1999 compared to $244.5 million in 1998. Not included in originations for 1998 are purchases of $16.7 million of loans acquired as a result of the acquisition of VGI, VGII and Venture Opportunities Corp. The originations were offset by prepayments, terminations and refinancings by the Company aggregating $224.7 million in 1999 compared to $193.0 million in 1998. The weighted average yield e.o.p. of the entire portfolio decreased 2 basis points to 9.91% at December 31, 1999 from 9.93% at December 31, 1998. The decrease in the yield of the entire loan portfolio was caused by a decrease in the yields of the Medallion and Commercial portfolios. The decrease in the average yield on Medallion portfolio was caused by a reduction in loan yields due to increased competition and refinancings by borrowers at lower rates. The decrease in the commercial portfolio yield is due in part to the rise in the quantity of floating rate loans tied to prime as a percentage of the Commercial portfolio, because they are at lower yields than the older fixed rate loans thus, shifting the average yield on Commercial Installment loans lower. In addition, the current interest rate environment is such that the Company has increased the origination of loans with shorter interest rate maturity dates, which are issued at a lower interest rate further contributing to the decline in the portfolio yield. However, the shorter maturity dates helps reduce the Company's interest rate risk exposure. Interest Expense. The Company's 1999 interest expense was $19.6 million, an increase of $4.0 million or 25.8% from 1998. The Company's average cost of funds e.o.p. increased 67 basis points to 7.09% or 108 basis points over the LIBOR Benchmark of 6.01% at December 31, 1999 from 6.42% or 121 basis points over the LIBOR Benchmark of 5.21% at December 31, 1998. The increase in the average cost of funds e.o.p. was caused by an 80 basis point increase in the LIBOR Benchmark. Also contributing to the increase in cost of funds e.o.p. was an increase in the Company's issuance of LIBOR based bank debt, in place of commercial paper which at the present time is generally priced approximately 40-50 basis points higher than the Company's commercial paper. Average total borrowings increased $80.0 million or 36.5% to $298.9 million in 1999, producing an interest expense of $19.6 million at a weighted average interest rate of 6.57% compared to $218.9 million in 1998 which produced an interest expense of $15.6 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 decreased as a percentage of total indebtedness to 83.7% at December 31, 1999 from 84.0% at December 31, 1998, as the result of the issuance of $45 million of five year senior secured notes which replaced $31.1 million of SBA debentures. Net Interest Income. 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 installment loan portfolios in 1999 over 1998 of $37.0 million and $55.6 million respectively. Net interest income was positively impacted by the 5 basis point or 1.5% increase in the average spread between the average yield on the portfolio and the average cost of funds to 3.37% in 1999 from 3.32% in 1998. Equity in Earnings of Unconsolidated Subsidiary. In 1999 Media generated net income of $258,000 which includes 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 $1.8 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 of Displays owned by Media increased 1,200 or 23% to approximately 6,400 at December 31, 1999. The significant $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 32 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. Gain on sale of loans. 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 accounts for gains on sale of loans in accordance with SFAS 125 (Accounting for Transfers and Servicing of Financial Assets and Extinguishment of Liabilities). Based upon industry data and limited experience with this portfolio, the Company has assumed a 15% prepayment speed in calculating the gains on sale of loans and excess servicing assets. Management will continue to review industry data as well as its experience with the portfolio and will adjust discount rates and prepayment speeds, if deemed appropriate. Other Income. The Company's other income increased $653,000 or 44.8% to $2.1 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. Non-Interest Expenses. The Company's non-interest expenses increased $3.8 million or 27.4% to $17.4 million in 1999. Salary and benefits increased $3.8 million or 68.0%, other operating expenses totaled $5.5 million for an increase of $640,000 or 13.2% and professional fees increased $790,000 or 82.0% to $1.8 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 $640,000 was primarily the result of $250,000 expense related to 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 3.2% for 1998. The operating expense ratio is computed as non-interest expenses divided by total assets. Amortization of Goodwill and Accretion of Negative Goodwill. The amortization of goodwill was $530,000 in 1999 as compared to $506,000 in 1998, and relates primarily to $6.6 million of goodwill generated in the acquisitions of Edwards and TCC and $1.2 million related to the purchases of assets of VGI, VGII and Venture Opportunities Corp. The acquisition of Business Lenders LLC resulted in the addition of $66,000 of goodwill. Goodwill is the amount by which the cost of acquired businesses exceeds the fair value of the net assets acquired. Goodwill is being amortized on a straight-line basis over 15 years. Negative goodwill is the excess of fair market value of net assets of an acquired business over the cost basis of such business. Negative goodwill of $2.9 million was generated in the acquisition of Tri-Magna and is being amortized on a straight-line basis over four years. Accretion of negative goodwill was $722,000 in 1999 and 1998. Net Investment Income. Net investment income was $9.9 million in 1999, a decrease of $1.7 million or 14.7% from $11.6 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 $653,000 respectively. Change in Net Unrealized Depreciation/Appreciation. The change in net unrealized depreciation in 1999 was $11.9 million as compared to a change in net unrealized appreciation of $2.7 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. Net Realized Gain on Investments. The Company had an increase in realized net gain on investments of $21.4 million from $1.3 million in 1998 to $22.7 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. Net increase in net assets resulting from operations was $20.7 million in 1999 an increase of $5.1 million or 32.5% over the $15.7 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 33 increase in unrealized depreciation. Return on assets and return on equity for the year ended December 31, 1999, were 4.45% and 13.76%, respectively, compared to 4.1% and 10.6% for the year ended December 31, 1998. Consolidated Results Of Operations For the Years Ended December 31, 1998 and 1997. Performance Summary. For the year ended December 31, 1998, net increase in net assets resulting from operations has been positively impacted by the growth of the Loan Portfolio and an increase in realized gains from the sale of common and preferred stock warrants, offset by an increase in operating expenses and the one time charge for merger related expenses. Investment Income. Investment income increased $9.3 million or 36.0% in 1998 over 1997. The Company's investment income reflects the positive impact of portfolio growth during the year. Total portfolio growth was $70.8 million or 22.6% from $313.3 million at December 31, 1997 to $384.1 million at December 31, 1998. The average portfolio outstanding in 1998 was $348.7 million which generated $35.0 million of investment income at a weighted average of 10.27% as compared to $255.2 million average portfolio outstanding in 1997 which generated $25.8 million of investment income at a weighted average interest rate of 10.25%. Loan originations net of participations increased by $27.4 million or 12.6% to $244.5 million in 1998 compared to $217.1 million in 1997. Not included in originations for 1998 are purchases of $16.7 million of loans acquired as a result of acquisition of VGI, VGII and Venture Opportunities Corp. The originations were offset by prepayments, terminations and refinancings by the Company aggregating $194.4 million in 1998 compared to $112.8 in 1997. The weighted average yield e.o.p. of the entire portfolio decreased 27 basis points to 9.93% at December 31, 1998 from 10.20% at December 31, 1997. The decrease in the yield of the entire loan portfolio was caused by a decrease in the average yield on Medallion Loans, and Commercial Installment Loans as well as a decrease in the percentage of the portfolio composed of higher yielding Commercial Installment Loans which historically have been originated at a yield of approximately 300 basis points higher than Medallion Loans and 250 to 600 basis points higher than the prevailing Prime Rate. The average yield e.o.p. of the Medallion Loan portfolio decreased 24 basis points to 9.03% at December 31, 1998. The decrease in the average yield on Medallion Loans was caused by a reduction in loan yields due to lower long-term interest rates and competition. At December 31, 1998 the average yield of the Commercial Installment Loan portfolio decreased 61 basis points to 12.13%. The decline in the commercial portfolio yield is due in part to the drop in prime rate as the quantity of floating rate loans tied to prime has increased as a percentage of the Commercial portfolio. Thus, shifting the average yield on commercial loans lower. In addition, the current interest rate environment is such that the Company has increased the origination of loans with shorter interest rate maturity dates, which are issued at a lower interest rate further contributing to the decline in the portfolio yield. However, the shorter maturity dates further reduces the Company's interest rate risk exposure. The decrease in average yield e.o.p. of the entire loan portfolio was offset in part by the growth in the Medallion loan portfolio during the period. Interest Expense. The Company's 1998 interest expense was $15.6 million, an increase of $5.5 million or 54.6% from 1997. The Company's average cost of funds e.o.p. decreased 73 basis points to 6.42% or 121 basis points over the LIBOR benchmark of 5.21% at December 31, 1998 from 7.15% or 132 basis points over the LIBOR benchmark of 5.83% at December 31, 1997. The decrease in the average cost of funds e.o.p. was caused by a reduction in the premium to LIBOR paid by the Company combined with a 62 basis point decrease in the LIBOR benchmark. Also contributing to the decrease in cost of funds e.o.p. was the Company's issuance of commercial paper, which at the present time is generally priced approximately 40-50 basis points less than the Company's revolving credit facilities. Average total borrowings increased $81.1 million or 58.7% to $218.9 million in 1998 which produced an interest expense of $15.6 million at a weighted average interest rate of 7.13% compared to $137.8 million 1997 which produced an interest expense of $10.1 million at a weighted average interest rate of 7.33%. The weighted average interest rates including commitment fees and amortization of premiums on existing interest rate cap agreements as a reflection of total cost of funds borrowed. The percentage of the Company's short-term LIBOR based secured indebtedness including secured commercial paper increased as a percentage of total indebtedness to 84.0% at December 31, 1998 from 77.6% at December 31, 1997. Net Interest Income. Net interest income increased $3.8 million or 24.1% to $19.5 million in 1998. Net interest income reflects the positive impact of the portfolio growth during the year. The average spread between the average yield on the portfolio and the average cost of funds increased 27 basis points or 8.9% to 3.32% in 1998 from 3.05% in 1997. Equity in Earnings of Unconsolidated Subsidiary. Advertising revenue increased $4.4 million or 141.9% to $7.5 million in 1998 up from $3.1 million in 1997. Display rental costs increased $1.2 million or 100.0% to $2.4 million from 34 $1.2 million. This resulted in a gross margin in 1998 of approximately $5.1 million or 68.36% of advertising revenue compared to $1.9 million or 60.8% in 1997. The significant increase in advertising revenue and display rental cost is directly related to the increase in the number of Displays owned by Media. The number of Displays owned by Media increased 1,700 or 48.6% to approximately 5,200 at December 31, 1998. Operating costs increased $1.7 million or 113.0% in 1998. The increase in operating costs is a reflection of the expansion of the Media operations. Income tax expense in 1998 amounted to $750,000. Media generated net income of $1.2 million in 1998 compared to $203,000 in 1997. The increase in net income is primarily the result of increases in the number of Displays owned, improved margin and higher occupancy rates. Average display occupancy was 100% during the year up from 84.6% during 1997. Net income is recorded as equity in earnings or losses of unconsolidated subsidiary on the Company's statement of operations. Gain on sale of loans. The Company experienced a gain on the sale of the guaranteed portion of SBA 7(a) loans in the amount of $2.3 million on loans sold during the year. The Company accounts for gains on sale of loans in accordance with SFAS 125 (Accounting for Transfers and Servicing of Financial Assets and Extinguishment of Liabilities). Based upon industry data and limited experience with this portfolio, the Company has assumed a 15% prepayment speed in calculating the gains on sale of loans and excess servicing assets. Management will continue to review industry data as well as its experience with the portfolio and will adjust discount rates and prepayment speeds, if deemed appropriate. Other Income. The Company's other income increased $478,000 or 48.8% to $1.5 million in 1998. Other income was primarily derived from late charges, prepayment fees and miscellaneous income. Prepayment fees are heavily influenced by the level and volatility of interest rates and competition. Non-Interest Expenses. The Company's non-interest expenses increased $7.1 million or 109.3% to $13.7 million in 1998. Included in non-interest expenses for 1998 are $1.5 million of expenses related to the merger with Medallion Capital. Exclusive of these expenses, non-interest expenses increased $5.6 million or 86.5% to $12.2 million in 1998 as compared to $6.5 million in 1997. Other operating expenses were $4.8 million an increase of $2.2 million or 85.2% from 1997. Salaries and benefits increased $3.1 million or 123.7% to $5.6 million in 1998. Professional fees were $963,000 in 1998, an increase of $136,000 or 16.4% from 1997. Administrative and advisory fees in 1998 were $278,000 up from $226,000 in 1997. The operating expense ratio increased to 3.2% for 1998 from 1.9% for 1997. The operating expense ratio is computed as non-interest expenses divided by total assets. The significant increase in other operating expenses and salary expense is principally the result of the acquisition of certain assets and operations of Business Lenders LLC, which added 50 full time employees and the related overhead of seven satellite offices principally located in the eastern part of the country, to the Company's non-interest expense. The additional staff and lending offices should continue to provide additional loan growth for the Company. Amortization of Goodwill and Accretion of Negative Goodwill. The amortization of goodwill was $506,000 in 1998 up from $368,000 from 1997, and relates to $6.6 million of goodwill generated in the acquisitions of Edwards and TCC. The increase in amortization of goodwill is primarily related to the purchases of assets of VGI, VGII and Venture Opportunities Corp. The goodwill resulting from these acquisitions amounted to $1.2 million. The acquisition of Business Lenders LLC resulted in the addition of $66,000 of goodwill. Goodwill is the amount by which the cost of acquired businesses exceeds the fair value of the net assets acquired. Goodwill is being amortized on a straight-line basis over 15 years. Negative goodwill is the excess of fair market value of net assets of an acquired business over the cost basis of such business. Negative goodwill of $2.9 million was generated in the acquisition of Tri-Magna and is being amortized on a straight-line basis over four years. Net Investment Income. Net investment income was $11.6 million in 1998. Exclusive of the merger related expenses of $1.5 million, net investment income was $13.1 million an increase of $1.6 million or 13.9% from $11.5 million in 1997. The increase was attributable to the positive impact of portfolio growth coupled with an increase in the spread between average yield on the portfolio and the average cost of funds.. Change in Net Unrealized Depreciation/Appreciation. The change in net unrealized appreciation in 1998 and 1997 was $2.7 million and $1.9 million, respectively. The change was the result of the increase in the value of equity investments that the Company owns. Net Realized Gain/Loss on Investments. The Company had an increase in realized net gain on investments of $1.2 million from $0.1 million in 1997 to $1.3 million in 1998. The increase in realized gains was the result of the sale of common and preferred stock warrants in connection with the repayment of several loans. Net Increase in Net Assets Resulting from Operations. Net increase in net assets resulting from operations was $15.7 million in 1998 an increase of $3.2 million or 25.6% over the $12.5 million earned in 1997. Exclusive of the merger related expenses of $1.5 million, net investment income increased $1.6 million or 14% to $13.1 million in 1998. The increase was 35 attributable to the positive impact of portfolio growth, an increase in realized gains offset by an increase in operating expenses. Return on assets and return on equity for the year ended December 31, 1998, were 4.1% and 10.6%, respectively, compared to 4.5% and 8.4% for the year ended December 31, 1997. Consolidated Results Of Operations For the Years Ended December 31, 1997 and 1996. Investment Income. Investment income in 1997 was $25.8 million and $12.3 in 1996. The Company's investment income reflects the positive impact of portfolio growth during the period. Total portfolio growth was $116.2 million or an increase of 58.9% to $313.3 at December 31, 1997 from $197.1 million at December 31, 1996. The average portfolio outstanding during the year ended December 31, 1997 was $255.2 million, which produced investment income of $25.8 million at a weighted average interest rate of 10.25%. Gross loan originations net of participations during 1997 were $217.1 million offset by prepayments, terminations and refinancings by the Company aggregating $112.8 million compared to $77.2 million and $47.2 million in 1996. In addition, during 1997, the Company repurchased approximately $22.5 million in Medallion Loans previously participated out to other lenders. Weighted average yield e.o.p. of the entire portfolio decreased 78 basis points to 10.20% at December 31, 1997 from 10.98% at December 31, 1996. The decrease in the yield of the entire loan portfolio was caused by a decrease in the average yield on Medallion Loans coupled with a decrease in the average yield on Commercial Installment Loans and a decrease in the percentage of the portfolio composed of higher yielding Commercial Installment Loans. As of December 31, 1997, Commercial Loans had historically been originated at a yield of approximately 350 basis points higher than Medallion Loans and 500 to 700 basis points higher than the prevailing Prime Rate. The average yield e.o.p. of the Medallion Loan portfolio decreased 65 basis points to 9.27% at December 31, 1997 from 9.92% at December 31, 1996. Further, the average yield of the Commercial Installment Loan portfolio decreased 62 basis points to 12.74% at December 31, 1997 from 13.36% at December 31, 1997. The decrease in the average yield on Medallion Loans was caused by a reduction in loan yields due to lower long-term interest rates and competition. To offset the resulting decline in investment income, the Company increased its Medallion Loan portfolio by continuing to buyback loan participations previously sold to third parties and expanding lending. The Company also increased the origination of loans with shorter interest rate maturity dates, thereby reducing the Company's interest rate risk exposure. Although the Company's strategy was to try to shift its portfolio mix towards higher yielding Commercial Installment Loans, this shift was stalled by higher than expected growth in the Medallion Loan portfolio during the year. The large decline in the commercial portfolio yield is the result of the acquisition of the Business Lenders portfolio of approximately $9.9 million of floating rate loans tied to prime at an average yield of 11.05%. This purchase shifts the average yield on commercial loans lower, however, interest rate exposure is mitigated by the floating rate nature of these loans. The additional growth in the Medallion Loan portfolio was due in part to the Company's use of a portion of the proceeds from its 1997 equity offering to repurchase approximately $22.5 million in Medallion Loans which the Company had previously participated out to other lenders. Interest Expense. The Company's interest expense was $10.1 million in 1997 compared to $5.3 million in 1996. The Company's average cost of funds e.o.p. was 7.15% or 132 basis points over the LIBOR benchmark of 5.83% at December 31, 1997 compared to 7.15% or 157 basis points over the LIBOR benchmark of 5.58% at December 31, 1996. The 25 basis point increase in the LIBOR benchmark was offset by a reduction in the premium to LIBOR paid by the Company keeping the average cost of funds e.o.p. flat at 7.15%,. The Company's net borrowings at the end of the year, increased by $42.2 million or 31.2% to $177.5 million at December 31, 1997 from $135.3 million at December 31, 1996. The increased borrowings were used to fund portfolio growth and the acquisition of BLL. The percentage of the Company's short-term LIBOR based indebtedness increased as a percentage of total indebtedness from 71.3% at December 31, 1996 to 77.6% at December 31, 1997. Average borrowings during 1997 were $137.8 million, which produced an interest expense of $10.1 million at a weighted average interest rate of 7.33%. The weighted average interest rate of 7.33% includes commitment fees and amortization of premiums on existing interest rate cap agreements as a reflection of total cost of funds borrowed. Net Interest Income. Net interest income was $15.8 million in 1997 and $7.0 million in 1996. Net interest income reflects the positive impact of the portfolio growth coupled with a slight increase in the average cost of funds offset by a decrease in the spread between average yield and average cost of funds. The average spread between the average yield on the portfolio and the average cost of funds during 1997 was 3.05%. Equity in Earnings of Unconsolidated Subsidiary. For the year ended December 31, 1997, Media generated advertising revenue of $3.1 million up from $1.1 million in the same period in 1996. Display rental costs of approximately $1.2 million resulted in a gross margin of approximately $1.9 or 60.7% of advertising revenue in 1997 compared to $600,000 or 54.4% of advertising revenue in 1996. The number of Displays owned by Media were approximately 3,500 at December 31, 1997. Operating expenses in 1997 and 1996 were $1.5 million and $659,000, respectively. Media generated 36 net income of $203,000 in 1997 compared to a $63,000 net loss in 1996. Net income is recorded as equity in earnings or losses of unconsolidated subsidiary on the Company's statement of operations. Display occupancy increased from 64.0% at December 31, 1996 to 100.0% at December 31, 1997. The average for the year was 84.6%. Other Income. The Company derived $980,000 in other income in 1997 up from $411,000 in 1996. Other income was primarily derived from late charges, prepayment fees and miscellaneous income. Prepayment fees are heavily influenced by the level and volatility of interest rates and competition. Gain on Sale of Loans. The Company derived gains on the sale of loans of $336,000 in 1997. There were none in 1996. The gains were the result of the sale of approximately $5,415,000 of the guaranteed portions of the SBA Section 7a loans originated by BLL since its acquisition on October 31, 1997. BLL retains the servicing rights to these loans and receives a service fee of approximately 1.5% on the outstanding balance of each loan. This additional income is reflected as an enhancement to the average yield. At December 31, 1997, BLL serviced approximately $52.5 million for third parties. Non-Interest Expenses. The Company had non-interest expenses of $6.5 million in 1997 and $3.3 million in 1996. Approximately $2.5 million of non-interest expenses were related to salaries and benefits compared to $1.4 million in 1996. In 1997 and 1996, professional fees were $827,000 and $481,000 and other operating expenses were $2.6 million and $1.0 million, respectively. The operating expense ratio was 1.92% for the year ended December 31, 1997. Amortization of Goodwill and Accretion of Negative Goodwill. The amortization of goodwill of in 1997 relates to $6.6 million of goodwill generated in the acquisitions of Edwards and TCC. Goodwill is the amount by which the cost of acquired businesses exceeds the fair value of the net assets acquired. Goodwill is being amortized on a straight-line basis over 15 years. Negative goodwill is the excess of fair market value of net assets of an acquired business over the cost basis of such business. Negative goodwill of $2.9 million was generated in the acquisition of Tri-Magna and is being amortized on a straight-line basis over four years. Net Investment Income. Net investment income earned during 1997 and 1996 was $11.5 million and $4.3 million, respectively. The increase reflects the positive impact of portfolio growth offset by an increase in the average cost of funds resulting in a decrease in the spread between average yield and average cost of funds. Change in Net Unrealized Depreciation/Appreciation. The change in net unrealized appreciation in 1997 and 1996 was $1.9 million and $758,000, respectively. The change was the result of the increase in the value of equity investments that the Company owns. Net Realized Gain/Loss on Investments. The Company realized a net gain on investments of $78,000 during the year ended December 31, 1997. The gain was the result of the sale of common and preferred stock warrants in connection with the repayment of several loans and recoveries on certain loans secured by radio dispatch and broadcast equipment and other assets used in connection with livery taxicab services previously written off, offset by write- offs of $125,000 related to foreclosures on various equipment secured loans. Net Increase in Net Assets Resulting from Operations. The 1997 net increase in net assets resulting from operations was $12.5 million compared to $5.2 million in 1996 and reflects portfolio growth offset by a decrease in the spread between average yield and average cost of funds. Return on assets and return on equity for the year ended December 31, 1997 were 4.5% and 8.4%, respectively, compared to 4.4% and 7.2% for the year ended December 31, 1996. RECENT DEVELOPMENTS On December 22, 1999, the Company entered into an Agreement and Plan of Merger with Freshstart Venture Capital Corp., a specialty finance company, located in Long Island City, New York. The shareholders of Freshstart will receive Medallion common stock having a fair value between $4.025 to $4.875 for each share of Freshstart common stock. The closing of the transaction is subject to the approval of the shareholders of Freshstart, regulatory approval and the satisfaction of customary conditions. ASSET/LIABILITY MANAGEMENT Interest Rate Sensitivity. The Company, like other financial institutions, is subject to interest rate risk to the extent its interest-earning assets (consisting of Medallion Loans and Commercial Installment Loans) reprice on a different basis over time in comparison to its interest-bearing liabilities (consisting primarily of credit facilities with bank syndicates and SBA debentures). 37 A relative measure of interest rate risk can be derived from the Company's interest rate sensitivity gap. The interest rate sensitivity gap represents the difference between interest-earning assets and interest-bearing liabilities that 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 the inverse situation exists. 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. SCHEDULE OF PRINCIPAL PAYMENTS AS OF DECEMBER 31, 1999 The following schedule of principal payments sets forth at December 31, 1999 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 Installment Loans are assigned to the time frames in which such principal amounts are contractually obligated to be paid. The Company has not reflected an assumed annual prepayment rate for Medallion Loans or Commercial Installment Loans in this table. The Company's interest rate sensitive assets were $476.7 million and interest rate sensitive liabilities were $339.9 million at December 31, 1999. The one year cumulative interest rate gap was negative $88.1 million, or 18.5% of interest rate sensitive assets.
MORE THAN 1 MORE THAN 2 MORE THAN 3 MORE THAN 5 LESS THAN AND LESS THAN AND LESS THAN AND LESS THAN AND LESS THAN 1 YEAR 2 YEARS 3 YEARS 5 YEARS 6 YEARS THEREAFTER TOTAL (IN THOUSANDS) Earning Assets Medallion Loans and Commercial Fixed rate Installment Loans $74,068 $62,430 $83,105 $125,933 $5,952 $3,002 $354,490 Variable rate Installment Loans 116,247 116,247 Cash 5,962 5,962 -------- -------- ------- -------- -------- -------- -------- Total 196,277 62,430 83,105 125,933 5,952 3,002 476,699 Liabilities Revolving line of Credit 190,450 190,450 Commercial paper 93,984 93,984 SBA debentures 7,500 3,000 10,500 Senior Secured Notes 45,000 45,000 -------- -------- ------- -------- -------- -------- -------- Total 284,434 -- -- 45,000 7,500 3,000 339,934 -------- -------- ------- -------- -------- -------- -------- Interest rate gap $(88,157) $62,430 $83,105 $80,933 $(1,548) $ 2 $136,765 ======== ======== ======= ======== ======== ======== ======== Cumulative interest rate gap $(88,157) $(25,727) $57,378 $138,311 $136,763 $136,765 ======== ======== ======= ======== ======== ========
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. 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. The mismatch between maturities and interest rate sensitivities of the Company's interest-earning assets and interest-bearing liabilities results in interest rate risk. Abrupt increases in market rates of interest may have an adverse impact on the Company's earnings. The effect of changes in market rates of interest is mitigated by regular turnover of the portfolio. From inception of its business in 1979 through 1996, the period between the origination and final payments of all Medallion Loans originated by MFC, prior to the Acquisitions, is estimated by the Company to have been 29 months on a weighted average basis. Accordingly, the Company anticipates that approximately 40% of the portfolio will mature or be prepaid each year. The Company believes that the average life of its loan portfolio varies to some extent as a function of changes in interest rates because borrowers are more likely to exercise prepayment rights in a decreasing interest rate environment when the interest rate payable on the borrower's loan is high relative to prevailing interest rates and are less likely to prepay in a rising interest rate environment. The Company seeks to manage the exposure of the balance 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. On April 17, 1997, MFC entered into an interest rate cap agreement, limiting the Company's maximum LIBOR exposure on $10,000,000 of MFC's revolving credit facility to 6.0% until April 21, 1998. In addition, on May 9, 1997, MFC entered into an interest rate cap agreement limiting 38 the Company's maximum LIBOR exposure on $10,000,000 of MFC's revolving credit facility to 6.5% until May 13, 1998 and 7.0% until November 13, 1999. On May 12, 1997, MFC entered into an interest rate cap agreement limiting the Company's maximum LIBOR exposure on $10,000,000 of MFC's revolving credit facility to 7.0% until May 13, 1999. Further, 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. In addition, 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. At December 31, 1999, these caps hedged 10.6% of the Company's LIBOR-based indebtedness including commercial paper. In addition, the Company 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. At December 31, 1999, the Company principal outstanding of $45.0 million of senior secured notes with fixed rate of interest of 7.20% and $10.5 million of SBA debentures with a weighted average rate of interest of 7.08%. At December 31, 1999, the secured notes and the debentures constituted 13.2% and 3.1% respectively, of the Company's indebtedness. The Company will seek to manage interest rate risk by evaluating and purchasing, if appropriate, additional derivatives, originating adjustable-rate loans, incurring fixed-rate indebtedness and revising, if appropriate, its overall level of asset and liability matching. Nevertheless, the Company accepts varying degrees of interest rate risk depending on market conditions and believes that the resulting asset/liability interest rate mismatch results in opportunities for higher net interest income. LIQUIDITY AND CAPITAL RESOURCES The Company's sources of liquidity are credit facilities with bank syndicates, senior secured notes, fixed rate, long-term SBA debentures that are issued to or guaranteed by the SBA, loan amortization and prepayments and a secured commercial paper program with Salomon Smith Barney and USBancorp. As a RIC, the Company distributes at least 90% of its investment company taxable income; consequently, the Company primarily relies upon external sources of funds to finance growth. At December 31, 1999 the Company's $339.9 million of outstanding debt was comprised as follows: 56.1% bank debt, substantially all of which was at variable effective rates of interest with an annual weighted average interest rate of 6.76% or 174 below the Prime Rate, 27.6% secured commercial paper with an annual weighted average interest rate of 5.96% or 254 below the Prime Rate, 13.2% long-term senior secured notes fixed at an interest rate of 7.2%,and 3.1% subordinated SBA debentures, with fixed rates of interest with an annual weighted average rate of 8.27%. The Company is eligible to seek SBA funding but plans to continue to limit its use of SBA funding and will seek such funding only when advantageous. In the event that the Company seeks SBA funding, no assurance can be given that such funding will be obtained. In addition to possible additional SBA funding, an additional $35.6 million of debt was available at December 31, 1999 at variable effective rates of interest averaging below the Prime Rate under the Company's $320.0 million bank credit facilities. The Company 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. 39 The following table illustrates the Company's and each of the subsidiaries' sources of available funds, amounts outstanding under credit facilities and their respective end of period weighted average interest rates at December 31, 1999:
Medallion Financial MFC BLLC MCC MBC Total (dollars in thousands) Cash $ 411 $ 2,089 $480 $2,454 $528 $ 5,962 Revolving lines of credit 100,000 195,000(1) -- -- 295,000 Amounts available 8,800 1,766 -- -- -- 10,566(2) Amounts outstanding 91,200 99,250 -- -- -- 190,450 Average interest rate 7.44% 7.20% -- -- -- 7.31% Maturity 7/00 7/01 -- -- -- 7/00-7/01 Commercial paper Amounts outstanding -- 93,984 -- -- -- 93,984 Average interest rate -- 6.60% -- -- -- 6.60% Maturity -- 6/01 -- -- -- 6/01 SBA debentures -- -- -- 10,500 -- 10,500 Average interest rate -- -- -- 7.08% -- 7.08% Maturity -- -- -- -- 3/06-6/07 3/06-6/07 -- Senior secured notes -- 45,000 -- -- -- 45,000 Average interest rate -- 7.20% -- -- -- 7.20% Maturity -- 6/04 -- -- -- 6/04 Total cash and remaining amounts available under credit 9,211 3,855 480 2,454 528 16,528 facilities Total debt outstanding $ 91,200 $238,234 $ - $ 10,500 $ - $339,934
(1) The Company increased its aggregate credit commitment to $220 million effective February 10, 2000. (2) Commercial paper outstanding is deducted from revolving credit lines available as the revolving credit line acts as a liquidity facility for the commercial paper. Loan amortization and prepayments also provide a source of funding for the Company. 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 the Company's Medallion Loans which are refinanced with the Company rather than through other sources of financing. The Company makes limited use of SBA funding and will seek such funding only when advantageous and has consistently reduced its reliance on such funding. On June 1, 1999, the Company issued $22.5 million of senior secured notes (the Notes) that mature on June 1, 2004. The Notes bear a fixed rate of interest of 7.2% and interest is paid quarterly in arrears. The Notes rank pari pasu with the Revolvers and commercial paper through inter-creditor agreements. On September 1, 1999, the note-holders purchased an additional $22.5 million under the same terms and conditions. The proceeds of the Notes were used to pre-pay $31.1 million of the Company's outstanding SBA debentures. At December 31, 1999 only $10.5 million of debentures were still outstanding. 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. The Company believes that its bank credit facilities and cash flow from operations (after distributions to stockholders) will be adequate to fund the continuing operations of the Company's loan portfolio and advertising business in the short-term.. The Company is exploring several options to increase its available funds in order to the meet the Company's growth and expansion strategy. INVESTMENT CONSIDERATIONS The following are certain of the factors that could affect the Company's future results. They should be considered in connection with evaluating forward-looking statements contained in this Management's Discussion and Analysis and elsewhere in this Annual Report and otherwise made by or on behalf of the Company since these factors, among others, could cause actual results and conditions to differ materially from those projected in these forward-looking statements. Interest Rate Spread. The Company's net interest income is largely dependent upon achieving a positive interest rate spread and other factors. 40 Leverage. The Company's use of leverage poses certain risks for holders of the Common Stock, including the possibility of higher volatility of both the net asset value of the Company and the market price of the Common Stock and, therefore, an increase in the speculative character of the Common Stock. Availability of Funds. The Company has a continuing need for capital to finance its lending activities. The Company funds its operations through credit facilities with bank syndicates and, to a lesser degree, through senior secured notes and subordinated SBA debentures. Reductions in the availability of funds from banks and under SBA programs on terms favorable to the Company could have a material adverse effect on the Company. Because the Company distributes to its shareholders at least 90% of its investment company taxable income, such earnings are not available to fund loan originations. Industry and Geographic Concentration. A substantial portion of the Company's revenue is derived from operations in New York City and these operations are substantially focused in the area of financing New York City taxicab medallions and related assets. There can be no assurance that an economic downturn in New York City in general, or in the New York City taxicab industry in particular, would not have an adverse impact on the Company. Reliance on Management. The success of the Company will be largely dependent upon the efforts of senior management. The death, incapacity or loss of the services of any of such individuals could have an adverse effect on the Company. Taxicab Industry Regulation. Every city in which the Company originates Medallion Loans, and most other major cities in the United States, limit the supply of taxicab medallions. In many markets, regulation results in supply restrictions which, in turn, support the value of medallions; consequently, actions which loosen such restrictions and result in the issuance of additional medallions into a market could decrease the value of medallions in that market and, therefore, the collateral securing the Company's then outstanding Medallion Loans, if any, in that market. The Company is unable to forecast with any degree of certainty whether any potential increases in the supply of medallions will occur. In New York City, and in other markets where the Company originates Medallion Loans, taxicab fares are generally set by government agencies, whereas expenses associated with operating taxicabs are largely unregulated. As a consequence, in the short term, the ability of taxicab operators to recoup increases in expenses is limited. Escalating expenses, therefore, can render taxicab operation less profitable and make it more difficult for borrowers to service loans from the Company and could potentially adversely affect the value of the Company's collateral. Government Regulation of Tobacco Advertising. Under the Master Settlement Agreement between tobacco manufactures and the attorneys general of various states (including these states in which the Company conducts its outdoor advertising business), the tobacco manufacturers agreed to eliminate general outdoor and transit advertising of tobacco products by March 31, 1999. Taxicab rooftop advertising was covered under this agreement. Year 2000. The Year 2000 problem concerns the inability of systems, primarily computer software programs, to properly recognize and process date sensitive information relating to the Year 2000 and beyond. The Company, in the ordinary course of business, has for several years had several information system improvement initiatives underway. These initiatives included the installation of new loan servicing software and update of the general ledger system and such initiatives are expected to be Year 2000 compliant. The Company has completed these installations as of December 31, 1999. The Company received Year 2000 compliance letters from each of its major software vendors and its major office systems vendors. The Company estimates that the total cost involved in the Year 2000 project was approximately $30,000. This excludes the costs related to new loan servicing software and update of the general ledger system. Management believes that the Company did not suffer any material effects relating to the Year 2000 problem. Management further believes its third party vendors were Year 2000 compliant and the Company has not been informed of any material problems with its third party vendors relating to Year 2000 problem. ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK Pursuant to the General Instructions to Rule 3-05 of Regulations S-K, the quantitative and qualitative disclosures called for by this Item 7A and by Rule 3-05 of Regulation S-K are inapplicable to the Company at this time. ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA The response to this item is submitted in the response found under Item 14(A)(1) in this Annual Report on Form 10-K. 41 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 The response to this item is contained in part under the caption "Executive Officers of the Registrant" in Part I hereof and the remainder is incorporated herein by reference from the discussion responsive thereto under the caption "Election of Directors" in the Company's Proxy Statement relating to its Annual Meeting of Stockholders scheduled for June 15, 2000 (the "Proxy Statement"). ITEM 11. EXECUTIVE COMPENSATION The response to this item is incorporated herein by reference from the discussion responsive thereto under the caption "Executive Compensation" in the Proxy Statement. ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT The response to this item is incorporated herein by reference from the discussion responsive thereto under the caption "Stock Ownership of Certain Beneficial Owners and Management" in the Proxy Statement. ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS The response to this item is incorporated herein by reference from the discussion responsive thereto under the caption "Certain Transactions" in the Proxy Statement. PART IV ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K (A) 1. and 2. FINANCIAL STATEMENTS AND FINANCIAL STATEMENT SCHEDULES The financial statements and financial statement schedules as listed in the Index to Financial Statements are filed as part of this Annual Report on Form 10-K. (B) REPORTS ON FORM 8-K None. (C) EXHIBITS The Exhibits filed as part of this Annual Report on Form 10-K are listed on the Exhibit Index immediately preceding such Exhibits, which Exhibit Index is incorporated herein by reference. 42 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. 43 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/ Daniel F. Baker ------------------------------------- Daniel F. Baker Treasurer and Chief Financial Officer Date: March 30, 2000 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 March 30, 2000 - ----------------------------------------- and Chief Executive Officer Alvin Murstein /s/ Daniel F. Baker Treasurer and Chief Financial Officer March 30, 2000 - ----------------------------------------- Daniel F. Baker /s/ Andrew M. Murstein President and Director March 30, 2000 - ----------------------------------------- Andrew M. Murstein /s/ Mario M. Cuomo Director March 30, 2000 - ----------------------------------------- Mario M.Cuomo /s/ Stanley Kreitman Director March 30, 2000 - ----------------------------------------- Stanley Kreitman /s/ David L. Rudnick Director March 30, 2000 - ----------------------------------------- David L. Rudnick /s/ Benjamin Ward Director March 30, 2000 - ----------------------------------------- Benjamin Ward /s/ Frederick S. Hammer Director March 30, 2000 - ----------------------------------------- Frederick S. Hammer
44 MEDALLION FINANCIAL CORP. INDEX TO FINANCIAL STATEMENTS
Page MEDALLION FINANCIAL CORP. Report of Arthur Andersen LLP, Independent Public Accountants.............................. F-2 Consolidated Balance Sheets as of December 31, 1999 and 1998............................... F-3 Consolidated Statements of Operations for the Years ended December 31, 1999, 1998 and 1997. F-4 Consolidated Statements of Changes in Shareholders' Equity for the Years ended December 31, 1999, and 1998 and 1997....................................................... F-5 Consolidated Statements of Cash Flows for the Years ended December 31, 1999, 1998 and 1997. F-6 Notes to Consolidated Financial Statements................................................. F-8
F-1 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, 1999 and 1998, including the consolidated schedules of investments as of December 31, 1999 and 1998, 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, 1999. 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 audits 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 $467,462,930 (92% of total assets) and $384,095,172 (91% of total assets) as of December 31, 1999 and 1998, 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, 1999 and 1998, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 1999, in conformity with accounting principles generally accepted in the United States. /s/ Arthur Andersen LLP New York, New York March 29, 2000 F-2 MEDALLION FINANCIAL CORP. CONSOLIDATED BALANCE SHEETS DECEMBER 31, 1999 AND 1998
1999 1998 ---- ---- ASSETS Investments : Medallion loans $ 303,093,283 $ 266,061,808 Commercial installment loans 162,033,462 106,422,835 Equity investments 2,336,185 11,610,529 ------------- ------------- Net investments 467,462,930 384,095,172 Investment in and loans to unconsolidated subsidiary 4,349,651 5,033,661 ------------- ------------- Total investments 471,812,581 389,128,833 Cash 5,961,776 6,027,596 Accrued interest receivable 4,887,142 3,640,301 Receivable from sale of loans 10,563,503 9,569,989 Servicing fee receivable 4,878,783 2,290,303 Fixed assets, net 2,378,686 1,939,859 Goodwill, net 6,180,151 6,710,248 Other assets, net 2,949,906 2,918,113 ------------- ------------- Total assets $ 509,612,528 $ 422,225,242 ============= ============= LIABILITIES Accounts payable and accrued expenses $ 9,318,480 $ 5,593,101 Dividends payable 5,609,773 4,764,681 Accrued interest payable 3,711,199 2,308,229 Notes payable to banks 190,450,000 115,600,000 Senior secured notes 45,000,000 - Commercial paper 93,983,792 103,081,785 SBA debentures payable 10,500,000 41,590,000 ------------- ------------- Total liabilities $ 358,573,244 $ 272,937,796 Negative goodwill, net 350,516 1,072,916 Commitments and contingencies (Note 11) SHAREHOLDERS' EQUITY Preferred Stock (1,000,000 shares of $.01 par value stock authorized - none outstanding) $ - $ - Common stock (50,000,000 shares of $.01 par value stock authorized, 14,024,433 and 14,013,768 shares outstanding at December 31, 1999 and 1998, respectively) 140,245 140,138 Capital in excess of par value 142,015,875 141,376,068 Accumulated undistributed net investment income 8,532,648 6,698,324 ------------- ------------- Total shareholders' equity 150,688,768 148,214,530 ------------- ------------ Total liabilities and shareholders' equity $ 509,612,528 $ 422,225,242 ============= ============= Number of common shares and common share equivalents 14,129,210 14,143,537 Net asset value per share $10.67 $10.48
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, 1999, 1998 AND 1997
1999 1998 1997 ---- ---- ---- Investment income: Interest income on investments.................... 41,079,652 $34,814,490 $25,646,513 Interest income on short-term investments 300,753 342,146 201,678 ---------- ---------- ---------- Total investment income........................ 41,380,405 35,156,636 25,848,191 Interest expense: Notes payable to bank............................. 8,734,914 8,905,679 7,041,286 Commercial paper.................................. 7,171,459 3,555,769 - SBA debentures.................................... 2,216,084 3,147,576 3,057,571 Notes payable to bondholders...................... 1,512,684 - ---------- ---------- ---------- - Total interest expense......................... 19,635,141 15,609,024 10,098,857 Net interest income............................... 21,745,264 19,547,612 15,749,334 Non-interest income: Equity in (losses) earnings of unconsolidated subsidiary.......... (214,314) 1,200,389 203,424 Accretion of negative goodwill............... 722,400 722,400 722,400 Gain on sale of loans............................. 3,014,478 2,316,245 336,300 Other income..................................... 2,111,812 1,458,802 980,309 ---------- ---------- ---------- Total non-interest income........................ 5,634,376 5,697,836 2,242,433 Non-interest expenses: Administration and advisory fees................ 245,332 277,808 226,086 Professional fees................................ 1,753,284 963,119 827,438 Salaries and benefits............................. 9,453,960 5,627,932 2,516,118 Other operating expenses......................... 5,454,104 4,814,948 2,599,199 Amortization of goodwill......................... 530,097 505,641 368,196 Merger related expenses........................... - 1,494,491 - ---------- ---------- ---------- Total non-interest expenses....................... 17,436,777 13,683,939 6,537,037 Net investment income before income taxes................ 9,942,863 11,561,509 11,454,730 Income tax benefit (provision)................ (46,358) 153,538 (928,910) ---------- ---------- ---------- Net investment income after income taxes........... 9,896,505 11,715,047 10,525,820 Increase in net unrealized (depreciation)/appreciation (11,910,469) 2,675,923 1,929,468 on investments Net realized gain on investments 22,746,032 1,290,743 77,501 ---------- ---------- ---------- Net increase in net assets resulting from operations $ 20,732,068 $15,681,713 $12,532,789 Net increase in net assets resulting from operations per common share: Basic............................................. $1.48 $1.12 $1.03 Diluted.......................................... $1.47 $1.11 $1.02 Weighted average common shares outstanding: Basic Average Shares............................. 14,018,049 13,963,665 12,123,690 Diluted Average Shares........................... 14,122,826 14,093,434 12,271,783
The accompanying notes are an integral part of these consolidated financial statements. F-4 MEDALLION FINANCIAL CORP. CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY FOR THE YEARS ENDED DECEMBER 31, 1999, 1998 AND 1997
Shares of Accumulated Common Capital Undistributed Stock Common Stock in Excess Net Investment Outstanding $.01 Par Value of Par Value Income ----------- -------------- ------------ --------------- Balance at December 31, 1996 (Restated)....... 9,212,544 $92,125 $67,680,608 $4,781,202 Issuance of common stock under offering..................................... 4,600,000 46,000 74,293,425 - Exercise of stock options.................... 96,372 964 519,204 - Capitalization of undistributed income....... - - 1,188,101 (1,188,101) Distributable net investment income.......... - - - 10,603,321 Dividends declared on common stock ($.92 per share)..................................... - - - (11,210,807) SOP 93-2 cumulative reclassification......... - - (615,688) 615,688 Change in unrealized appreciation, net....... - - - 1,929,468 ---------- --------- ------------ ---------- Balance at December 31, 1997 (Restated)....... 13,908,916 139,089 143,065,650 5,530,771 Exercise of stock options.................... 104,852 1,049 568,498 - Distributable net investment income.......... - - - 13,005,790 Dividends declared on common stock ($1.20 per - - - (16,772,240) share)..................................... SOP 93-2 cumulative reclassification......... - - (2,258,080) 2,258,080 Change in unrealized appreciation, net....... - - - 2,675,923 ---------- --------- ------------ ---------- Balance at December 31, 1998.................. 14,013,768 140,138 141,376,068 6,698,324 Exercise of stock options.................... 10,665 107 110,518 Distributable net investment income.......... - - - 32,642,537 Dividends declared on common stock ($1.31 per share)..................................... - - - (18,368,455) SOP 93-2 cumulative reclassification......... - - 529,289 (529,289) Change in unrealized appreciation, net....... - - - (11,910,469) ---------- --------- ------------ ---------- Balance at December 31, 1999.................. 14,024,433 $ 140,245 $142,015,875 $8,532,648 ========== ========= ============ ==========
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, 1999, 1998 AND 1997
1999 1998 1997 (Restated) CASH FLOWS FROM OPERATING ACTIVITIES: Net increase in net assets resulting from operations $ 20,732,068 $ 15,681,713 $ 12,532,789 Adjustments to reconcile net increase in net assets resulting from operations to net cash provided by operating activities: Depreciation and amortization................................... 641,656 360,545 80,072 Amortization of goodwill........................................ 530,097 505,641 368,196 Amortization of origination costs............................... 971,091 1,352,962 510,272 Accretion of negative goodwill.................................. (722,400) (722,400) (722,400) Increase in unrealized depreciation (appreciation), net......... 11,910,469 (2,675,923) (1,929,468) Net realized gain on investments................................ (22,746,032) (1,290,743) (77,501) Equity in losses (earnings) of unconsolidated subsidiary........ 214,314 (1,200,389) (203,424) Increase in accrued interest receivable......................... (1,246,841) (269,169) (1,349,220) (Increase) decrease in receivable from sale of loans............ (993,514) (6,707,008) 1,493,189 Increase in servicing fee receivable............................ (2,588,480) (672,888) (81,400) Decrease (increase) in other assets............................. (272,169) 66,645 (183,112) Increase (decrease) in accounts payable and accrued expenses... 3,725,379 (1,959,089) 4,213,641 Increase (decrease) in accrued interest payable................. 1,402,970 1,319,953 (215,053) ----------- ------------ ----------- Net cash provided by operating activities........................ 11,558,608 3,789,850 14,436,581 CASH FLOWS FROM INVESTING ACTIVITIES: Originations of investments..................................... (298,210,826) (244,484,885) (217,134,601) Proceeds from sales and maturities of investments............... 224,707,540 193,003,495 112,311,497 Investment in and loans to unconsolidated subsidiary, net....... 559,696 (1,137,211) (971,071) Payment for purchase of VGI, VGII and VOC....................... - (11,963,072) - Payment for purchase of BLL, net................................ - - (1,022,984) Capital expenditures............................................ (930,107) (1,776,565) (118,958) ----------- ------------ ----------- Net cash used for investing activities........................... (73,873,697) (66,358,238) (106,936,117) CASH FLOWS FROM FINANCING ACTIVITIES: Proceeds from (repayment of) notes payable to banks............. 74,850,000 (22,150,000) 43,300,000 Repayment of term loan agreement................................ - - (2,000,000) Proceeds from senior secured notes.............................. 45,000,000 - - Proceeds from (repayment of) issuance of commercial paper....... (9,097,993) 103,081,785 - Repayment of notes payable to SBA............................... (31,090,000) (4,380,000) (735,918) Repayment of notes payable to other............................. - - (12,481,408) Proceeds from public offering of common stock, net of expenses.. - - 74,339,425 Proceeds from exercise of stock options......................... 110,625 569,547 520,168 Payment of declared dividends to current shareholders........... (17,523,363) (15,601,961) (9,465,630) ----------- ------------ ----------- Net cash provided by financing activities....................... 62,249,269 61,519,371 93,476,637 NET (DECREASE) INCREASE IN CASH.................................. (65,820) (1,049,017) 977,101 CASH, beginning of year.......................................... 6,027,596 7,076,613 6,099,512 ----------- ------------ ----------- CASH, end of year................................................ $5,961,776 $6,027,596 $7,076,613 =========== ============ =========== SUPPLEMENTAL INFORMATION: Cash paid during the year for interest........................... $18,232,171 $ 14,171,989 $10,313,910 =========== ============ =========== Cash paid during the year for income taxes....................... $814,575 $ -- $ 317,914 =========== ============ ===========
The accompanying notes are an integral part of these financial statements. F-6 MEDALLION FINANCIAL CORP. CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 1999, 1998 AND 1997 (Continued) In conjunction with the Acquisitions, liabilities were assumed as follows: 1999 1998 1997 ---- ---- ---- VG Group BLL ----------- ----------- Fair value of goodwill and assets acquired, other than cash $ - $18,455,155 $16,353,970 Cash acquired - - 256,538 Cash paid - 11,963,072 1,279,522 Cash paid, net - 11,963,072 1,022,984 Liabilities assumed $ - $ 6,492,083 $15,330,986 The accompanying notes are an integral part of these consolidated financial statements. F-7 MEDALLION FINANCIAL CORP. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 1999 (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 in 1995. The Company has elected to be regulated as a business development company under the Investment Company Act of 1940, as amended (the 1940 Act). On May 29, 1996, the Company completed an initial public offering (the Offering) of its common stock, issued and sold 5,750,000 shares at $11.00 per share and split the existing 200 shares of common stock outstanding into 2,500,000 shares. All share and related amounts in the accompanying financial statements have been restated to reflect this stock split. Offering costs incurred by the Company in connection with the sale of shares totaling $7,102,944 were recorded as a reduction of capital upon completion of the Offering. These costs were recorded, net of $200,000 payable by Tri-Magna Corporation and subsidiaries (Tri-Magna) in accordance with the Merger Agreement. In parallel with the Offering, the Company merged with Tri- Magna; acquired substantially all of the assets and assumed certain liabilities of Edwards Capital Company, a limited partnership; and acquired all of the outstanding voting stock of Transportation Capital Corp. (TCC) (collectively, the 1996 Acquisitions). The assets acquired and liabilities assumed from Edwards Capital Company were acquired and assumed by Edwards Capital Corporation (Edwards), a newly formed and wholly owned subsidiary of the Company. As a result of the merger with Tri-Magna in accordance with the Merger Agreement dated December 21, 1995 between the Company and Tri-Magna, Medallion Funding Corp. (MFC) and Medallion Taxi Media, Inc. (Media), formerly subsidiaries of Tri-Magna, became wholly owned subsidiaries of the Company. MFC, Edwards and TCC are closed-end management investment companies registered under the 1940 Act and are each licensed as a small business investment company (SBIC) by the Small Business Administration (SBA). As an adjunct to the Company's taxicab medallion finance business, Media operates a taxicab rooftop advertising business. In 1998, the Company decided to merge all of the assets and liabilities of Edwards and TCC into MFC, subject to the approval of the SBA. The Company obtained approval from the SBA and the merger became effective on June 1, 1999. On October 31, 1997, the Company consummated the purchase of substantially all of the assets and liabilities of Business Lenders, Inc. through the Company's wholly owned subsidiary, BLI Acquisition Co., LLC. In connection with the transaction, BLI Acquisition Co., LLC was renamed Business Lenders, LLC (BLL). BLL is licensed by the SBA under its section 7(a) program. In connection with the 1996 Acquisitions, the Company received the Acquisition Orders under the 1940 Act from the Securities and Exchange Commission. Approval from the Connecticut State Department of Banking and the SBA was obtained for the BLL acquisition. In September 1998, the Company created Medallion Business Credit LLC (MBC), as a wholly owned subsidiary. MBC originates loans to small businesses for the purpose of financing inventory and receivables. On May 27, 1998, the Company completed the acquisition of certain assets and assumption of certain liabilities of Venture Group I, Inc. (VGI), Venture Group II, Inc. (VGII) and Venture Opportunities Corp., (VOC), an SBIC lender headquartered in New York, New York. On June 16, 1998, the Company completed the merger with Capital Dimensions, Inc. (CDI) a Specialized Small Business Investment Company (SSBIC) lender, headquartered in Minneapolis, Minnesota. CDI was subsequently renamed Medallion Capital, Inc. (Medallion Capital). The charter was amended to convert Medallion Capital to an SBIC. 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. On December 22, 1999, the Company entered into an Agreement and Plan of Merger with Freshstart Venture Capital Corp. (Freshstart), a specialty finance company, located in Long Island City, New York. The shareholders of Freshstart will receive common stock of the Company having a fair value between $4.025 to $4.875 for each share of Freshstart common stock. The closing of the transaction is subject to the approval of the shareholders of Freshstart, regulatory approval and the satisfaction of customary conditions. Proforma information related to the transaction with Freshstart has not been included as the transaction is not expected to be material to the Company. F-8 MEDALLION FINANCIAL CORP. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) DECEMBER 31, 1999 (2) NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Nature of Operations The Company primarily engages, directly and/or through its principal subsidiaries, in the business of making loans to small businesses and, to a lesser degree, in the business of taxicab rooftop advertising. The Company originates and services loans that finance the purchase of taxicab medallions and related assets (medallion loans). The Company also originates and services commercial installment loans to small businesses in other targeted industries (commercial installment loans) as well as originates and sells loans guaranteed by the SBA. While medallion and commercial installment loans are originated substantially in the metropolitan New York, New Jersey and Connecticut areas, the Company also finances medallion loans in the Boston, Cambridge, Baltimore, Chicago and Newark areas. Summary of Significant Accounting Policies (a) 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 reported period. Actual results could differ from those estimates. (b) 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 merger with Capital Dimensions Inc. (CDI), subsequently named Medallion Capital. Subsequent to the merger, Medallion Capital changed its fiscal year end from June 30 to December 31 to coincide with the Company's year end. As a result of the merger being accounted for as a pooling-of-interests and the changing of Medallion Capital's fiscal year end, Medallion Capital's financial statements for 1997 were recast to a twelve-month period ending December 31. The consolidated financial statements for 1997 were restated, including all per share data, to retroactively combine Medallion Capital's financial statements as if the merger 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 5 for the presentation of financial information for Media. (c) 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, 1999 are marketable and non-marketable securities of approximately $1,896,000 and $440,000, respectively. At December 31, 1998, the respective balances were approximately $1,658,000 and $9,952,000. Approximately 8.6% and 86.0% of the equity investments at December 31, 1999 and 1998 respectively, are warrants to purchase shares that are attached to commercial loans held by Medallion Capital. F-9 MEDALLION FINANCIAL CORP. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) DECEMBER 31, 1999 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 SBA regulations as socially or economically disadvantaged, or to entities that are at least 50% owned by such persons. Approximately 65% and 69% of the Company's loan portfolio at December 31, 1999 and 1998, respectively, has arisen in connection with the financing of taxicab medallions, taxicabs and related assets, of which 83% and 88%, respectively, exist in the metropolitan New York area. 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 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. (d) 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, 1999 and 1998, net origination costs totaled approximately $2,561,000 and $1,990,000 respectively. Amortization expense for the years ended December 31, 1999, 1998 and 1997 was approximately $971,000, $1,353,000 and $510,000, respectively. Interest income is recorded on the basis of interest accrued. Loans are placed on nonaccrual status, with the reversal of all uncollected accrued interest, 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 fully collateralized and in the process of collection. Interest income on non-accrual loans is recognized when cash is received. At December 31, 1999 and 1998, total nonaccrual loans were approximately $12,961,000 and $6,595,000, respectively. For the years ended December 31, 1999, 1998 and 1997 the amount of interest income on nonaccrual loans that would have been recognized if the loans had been paying in accordance with their original terms was approximately $1,791,000, $793,000 and $845,000, respectively. (e) Loan Sales and Servicing Fee Receivable The Company 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, derecognizes financial assets when control has been surrendered, and derecognizes 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, 1999 and 1998 amounted to approximately $122,883,000 and $ 88,826,000, respectively. Receivable from loans sold and gain on loan sales are 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, which is the difference between the servicing fee received by the Company (generally 100 to 200 basis points) and the Company's costs and a normal profit after considering the estimated effects of prepayments and defaults. F-10 MEDALLION FINANCIAL CORP. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) DECEMBER 31, 1999 In connection with calculating the gain on sale, the Company must make certain assumptions which include (i) the amount of "adequate compensation" used to determine the amount of the servicing asset that the Company will recognize at the date of the sale; (ii) the estimated life of the underlying loan used in projecting the time period over which the Company will receive the servicing fee; and (iii) the discount rate used in the present value calculation of the servicing asset. The Company considers 40 basis points to be its cost plus a normal profit. The discount rate utilized in calculating the servicing fee is the same as the note rate, which is generally the prime rate plus 2.75%. 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 fees 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 at December 31, 1999 and 1998 was approximately $4,879,000 and $2,290,000, respectively. The estimated net servicing income is based in part upon management's estimate of prepayment speeds, incluuding default rates. 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 the value of the receivable will decline; accordingly, total income during the period of change and subsequent periods would be reduced. If prepayments occur slower than anticipated, cash flows would exceed estimated amounts and total income during the period of change and subsequent periods would be enchanced. The constant prepayment rates utilized by the Company in estimating the lives of the loans depend on the original term of the loan, industry and the Company's historical data. During 1999 and 1998, the Company used an estimated constant prepayment rate of 15%. The rate of prepayment 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. An adjustment to the portion of the loan retained is recorded as unearned discount or premium and is amortized as an adjustment to interest income over the estimated life of the loan using the effective interest method. When a loan prepays, the remaining loan discount is recognized as an increase to interest income. The Company also has the option to sell unguaranteed portions of loans to third-party investors. The gain or loss on such sales would also 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 did not sell unguaranteed portions of loans to third-party investors during the year ended December 31, 1998 or 1999. (f) 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 appreciation /(depreciation) and realized gains/ (losses) on investments for the years ended December 31, 1998 and 1999 is as follows:
Investments ---------------------------------------------- Loans Equities Total ----------- ----------- ----------- Balance, December 31, 1997 $(2,643,660) $ 3,132,654 $ 488,994 Increase in unrealized: Appreciation on investments 409,943 3,305,966 3,715,909 Depreciation on investments (540,000) (458,489) (998,489) Unrealized depreciation of acquired subsidiary (200,000) - (200,000) Realized: Gains on investments - (1,167,363) (1,167,363) Losses on investments 1,125,866 - 1,125,866 ----------- ----------- ----------- Balance, December 31, 1998 (1,847,851) 4,812,768 2,964,917 Increase in unrealized: Appreciation on investments - 12,818,814 12,818,814 Depreciation on investments (6,708,586) (208,853) (6,917,439) Realized: Gains on investments - (18,197,295) (18,197,295) Losses on investments 385,451 - 385,451 ----------- ----------- ----------- Balance, December 31, 1999 $(8,170,986) $(774,566) $(8,945,552)
F-11 MEDALLION FINANCIAL CORP. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) DECEMBER 31, 1999 For the years ended December 31, 1999, 1998 and 1997, gross unrealized appreciation and depreciation and gross realized gains and losses were as follows:
1999 1998 1997 ---- ---- ---- Increase in net unrealized (depreciation) appreciation on investments: Unrealized appreciation $12,818,814 $ 3,715,909 $2,470,922 Unrealized depreciation (6,917,439) (998,489) (666,454) Realized gain (18,197,295) (1,167,363) - Realized loss 385,451 1,125,866 125,000 ------------ ----------- ---------- Total (11,910,469) 2,675,923 1,929,468 Net realized gain on investments: Realized gain $23,133,859 $ 2,416,609 $ 269,271 Realized loss (387,827) (1,125,866) (191,770) ------------ ----------- ---------- Total $22,746,032 $ 1,290,743 $ 77,501
(g) Goodwill Cost of purchased businesses in excess of the fair value of net assets acquired (goodwill) is being amortized on a straight-line basis over fifteen years. The excess of fair value of net assets over cost of business acquired (negative goodwill) is being accreted on a straight-line basis over approximately four years. In 1996, the Company adopted Statement of Financial Accounting Standards No. 121, "Accounting for the Impairment of Long-lived Assets and for Long-lived Assets to be Disposed Of" (SFAS 121). This statement requires a review for impairment of long-lived assets and certain identifiable intangibles to be held and used by an entity whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable. An impairment would be estimated if the sum of the expected undiscounted future cash flows to result from the use and eventual disposition of the asset is less than the carrying amount of the asset. The adoption of this statement did not have a significant impact on the Company's financial position or results of operations. The Company reviews its goodwill and negative 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 in accordance with SFAS 121. (h) Fixed Assets Fixed assets are stated at cost less accumulated depreciation. Fixed assets are depreciated using the straight-line method over their estimated useful lives, which range from 5 to 10 years. For leasehold improvements, the straight-line method is used over the lesser of the lease term or the estimated economic useful life of the improvement. Depreciation expense for the years ended December 31, 1999, 1998 and 1997 was approximately $401,000, $185,000 and $34,000, respectively. 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" (SOP 98-1). SOP 98-1 requires computer software costs associated with internal use software to be expensed as incurred until certain capitalization criteria are met. Effective January 1, 1999, the Company capitalized eligible costs and amortizes these costs on a straight-line basis over the expected useful life of the software costs of three to five years. The restatement of previous years' financial statements was not permitted. During 1999, approximately $700,000 of software costs was capitalized. Amortization expense related to these costs was approximately $33,000 for the year ended December 31, 1999. (i) Deferred Financing Costs Deferred financing costs, included in other assets, are amortized over the lives of the related financing. Amortization expense for the years ended December 31, 1999, 1998 and 1997 was approximately $176,000, $81,000, and $25,000, respectively. F-12 MEDALLION FINANCIAL CORP. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) DECEMBER 31, 1999 (j) Federal Income Taxes The Company has elected to be treated for tax purposes as a regulated investment company (a 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. Medallion Capital applied for status as a RIC on July 1, 1997. For periods prior to that date Medallion Capital was a taxable entity and therefore the consolidated financial statements of the Company show the effects of corporate tax related to Medallion Capital. At December 31, 1999, Medallion Capital had no current or deferred tax liability. At December 31, 1998, Medallion Capital had a current tax liability of $350,000 and a deferred tax liability of $169,000. Both the current and deferred amounts in 1998 related to unrealized gains on investments at the date Medallion Capital became a RIC. In 1999, the Company declared quarterly cash dividends totaling $18,368,455 or $1.31 per share, to shareholders. During the year, the Company's subsidiaries declared dividends payable to the Company totaling $6,726,050 from Medallion Funding Corp. and $23,423,795 from Medallion Capital. Dividends paid by subsidiaries were eliminated in consolidation. Media, as a non-investment company, has elected to be taxed as a regular corporation. (k) Net Increase in Net Assets Resulting from Operations per Share In 1997, the Company adopted SFAS No. 128, "Earnings Per Share" (SFAS 128) which establishes standards for computing and presenting earnings per share and applies to entities with publicly held common stock or potential common stock. The Company has applied the provisions of SFAS 128 retroactively to all periods presented. The dilutive effect of potential common shares, consisting of outstanding stock options is determined using the treasury method in accordance with SFAS 128. Basic and diluted EPS for the years ended December 31, 1999, 1998, and 1997 are as follows:
1999 1998 1997 Weighted Per Weighted Per Weighted (Dollars in thousands, Average Share Average Share Average Per Share except per share amount) Income Shares Amount Income Shares Amount Income Shares Amount - ------------------------- --------- ----------- --------- --------- ----------- --------- --------- ----------- ---------- Net Income $20,732 $15,682 $12,533 Basic EPS - --------- Income available to Common stockholders $20,732 14,018,049 $1.48 $15,682 13,963,665 $1.12 $12,533 12,123,690 $1.03 Effect of dilutive stock options 104,777 129,769 148,093 Diluted EPS - ----------- Income available to Common stockholders $20,732 14,122,826 $1.47 $15,682 14,093,434 $1.11 $12,533 12,271,783 $1.02
(l) Stock-Based Compensation In 1996, the Company adopted the provisions of SFAS No. 123, "Accounting for Stock-Based Compensation," (SFAS 123) which establishes a fair value-based method of accounting for stock options and similar equity instruments of employee stock compensation plans. This statement allows the option of adopting the new fair value method or to measure compensation cost for those plans 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 this statement, 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 F-13 MEDALLION FINANCIAL CORP. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) DECEMBER 31, 1999 had been adopted. The Company opted to account for its options under APB 25 and apply the pro forma disclosure provisions of SFAS 123. (m) Derivatives The Company is party to certain interest rate cap agreements. These contracts are 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 indebtedness. 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 is presently studying the effect of the new pronouncement and, as required, will adopt SFAS 133 beginning January 1, 2001. (n) Comprehensive Income Comprehensive income, as defined, includes all changes in equity during a period from non-owner sources. Examples of items to be included in comprehensive income which are excluded from net income include cumulative translation adjustments resulting from consolidation of foreign subsidiaries' financial statements and unrealized gains and losses on available-for-sale securities. The Company determined there was no difference between total comprehensive income and net income for the years ended December 31, 1999 and 1998. Accordingly, no change in presentation on the face of the Statement of Operations is required. (o) Segment Information Effective December 31, 1998, the Company adopted SFAS No. 131, "Disclosures About Segments of an Enterprise and Related Information" (SFAS 131). This statement establishes standards for reporting information about segments in annual and interim financial statements. SFAS 131 utilizes a management approach for segment reporting. The management approach is based on the way the chief operating decision-maker organizes segments within a company for making operating decisions and assessing performance. Reportable segments are based on, among others, products and services, geography and legal and management structure. (p) Organization Costs The Company adopted Statement of Position 98-5, "Reporting on the Costs of Start-up Activities" (SOP 98-5) in 1999. SOP 98-5 requires all costs associated with pre-opening, pre-operating and organization activities to be expensed as incurred. Costs previously deferred totaling approximately $42,000 were expensed in 1999 to comply with SOP 98-5. (q) Reclassifications Certain reclassifications have been made to prior year balances to conform with the current year presentation. F-14 MEDALLION FINANCIAL CORP. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) DECEMBER 31, 1999 (3) ACQUISITIONS Tri-Magna, Edwards Capital Corp. and TCC On May 30, 1996, the Company completed the acquisition of Tri-Magna, Edwards and TCC. Funds used to finance these acquisitions were primarily provided through the Company's Revolving Credit Agreements and the Company's initial public offering. Business Lenders, Inc. On October 31, 1997, the Company completed its acquisition of certain assets and the assumption of certain liabilities of BLL, a small business lender headquartered in Hartford, Connecticut. The total purchase price was $16.6 million which included the assumption of $15.3 million in liabilities. The purchase price was allocated to the assets based on their estimated fair values and approximately $14 million was allocated to investments and receivables. The excess of the purchase price over the fair value of the net assets acquired (goodwill) was $66,000 and is being amortized on a straight-line basis over 15 years. The purchase price is subject to a contingent earn-out provision based on a multiple of net after-tax earnings up to $13 million. As of December 31, 1999, due to cumulative net losses at BLL, no additional amounts have been paid under this provision. The Company incurred approximately $310,000 of acquisition-related expenses associated with this transaction. These expenses are capitalized and amortized over 5 years. 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, (hereinafter known as 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 acquisitions of Tri-Magna, Edwards, TCC, BLL and VG Group were accounted for under the purchase method of accounting. Accordingly, the results of operations for these acquisitions have been included in the consolidated results of the Company from the date of acquisition. Under this accounting method, the Company has recorded as its cost the fair value of the acquired assets and liabilities assumed. The difference between the cost of acquired companies and the sum of the fair values of tangible and identifiable intangible assets less liabilities assumed was recorded as goodwill or negative goodwill. The pro forma effect of the VG Group and BLL acquisitions on the Company's results of operations for the years ended December 31, 1998 and 1997, would not have been material. Therefore, no pro forma information for these acquisitions has been presented. (4) MERGER On June 16, 1998, the Company completed the merger with CDI. CDI was subsequently renamed Medallion Capital. The Company issued 0.59615 shares of its common stock for each outstanding share of CDI. A total of 1,112,677 shares of the Company's common stock was issued as a result of the merger, and each of CDI's outstanding stock options were converted to purchase common shares of the Company. 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 the twelve months ended December 31, 1997 and are included in the accompanying consolidated statement of operations. F-15 MEDALLION FINANCIAL CORP. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) DECEMBER 31, 1999
(Dollars in thousands) For the six months ended June 30, 1998 The Company CDI Combined - -------------------------------------- ----------- --- -------- Total Investment Income........................... $16,322 $1,288 $17,610 Net increase in net assets from operations........ $5,692 $1,467 $7,159 Changes in equity: Exercise of stock options........................ $8 $91 $99 For the year ended December 31, 1997 The Company CDI Combined - ------------------------------------ ----------- --- -------- Total Investment Income........................... $23,446 $2,402 $25,848 Net increase in net assets from operations........ $11,434 $1,099 $12,533 Changes in equity: Issuance of common stock under offering.......... $74,339 - $74,339 Exercise of stock options ....................... $315 $205 $520
(5) INVESTMENT IN UNCONSOLIDATED SUBSIDIARY The balance sheets at December 31, 1999 and 1998 for Media, are as follows: December 31, 1999 1998 ---- ---- Cash............................................... $ 189,480 $1,381,893 Accounts receivable................................ 3,582,642 2,614,842 Equipment, net..................................... 1,683,756 1,564,341 Goodwill........................................... 1,666,091 991,279 Other.............................................. 2,147,534 571,058 --------- ------- Total assets......................................$ 9,269,503 $7,123,413 =========== ========== Notes payable to parent............................$ 1,750,351 $2,692,847 Accounts payable and accrued expenses.............. 461,196 1,824,158 Other liabilities and income taxes payable......... 4,350,037 156,977 --------- ------- Total liabilities................................. 6,561,584 4,673,982 Equity............................................. 1,001,000 1,001,000 Retained earnings.................................. 1,706,919 1,448,431 --------- --------- Total equity...................................... 2,707,919 2,449,431 --------- --------- Total liabilities and equity.......................$ 9,269,503 $7,123,413 =========== ========== The statements of operations of Media for the years ended December 31, 1999, 1998 and 1997 are as follows: Year Ended Year Ended Year Ended December 31, December 31, December 31, 1999 1998 1997 ---- ---- ---- Advertising revenue $9,878,117 $7,526,569 $3,070,119 Cost of services 4,261,673 2,413,089 1,204,892 --------- --------- --------- Gross margin 5,616,444 5,113,480 1,865,227 Other operating expenses 5,223,833 3,163,091 1,499,803 --------- --------- --------- Income before taxes 392,611 1,950,389 365,424 Income taxes (134,125) (750,000) (162,000) --------- -------- -------- Net income $ 258,486 $1,200,389 $ 203,424 ========= ========== ========= F-16 MEDALLION FINANCIAL CORP. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) DECEMBER 31, 1999 During 1999, the Company purchased taxicab rooftop advertising from its wholly- owned subsidiary, Media. The Company paid an average market rate per top totaling $472,800 for the year ended December 31, 1999. On July 25, 1996, Media purchased all of the assets of See-Level Management, Inc. and See-Level Advertising, Inc. (consisting of 450 taxicab rooftop advertising display units and certain contracts for advertising and fleet rental) for $700,000. In addition, the owners of these entities entered into non-compete and consulting agreements with Media for a period of 2.5 years. During 1996, the Company contributed $1,000,000 in capital to Media to fund this purchase. 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 was certain premiums paid totaling approximately $1,002,000, which represented goodwill and is being amortized over 15 years. 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 was certain premiums paid totaling approximately $770,000, which represented goodwill and is being amortized over 15 years. Under the Master Settlement Agreement between tobacco manufacturers and the Attorneys General of various states (including those states in which the Company conducts its outdoor advertising business), the tobacco manufacturers agreed to eliminate general outdoor and transit advertising of tobacco products by March 31, 1999. Taxicab rooftop advertising is covered by this agreement. The Company does not believe the loss of advertising revenue from tobacco manufacturers will have a significant adverse impact on its financial position or results of operations. (6) NOTES PAYABLE TO BANKS, COMMERCIAL PAPER AND SENIOR SECURED NOTES December 31, December 31, Description 1999 1998 ---- ---- Revolving Credit Agreements.......... $190,450,000 $ 115,600,000 Commercial Paper..................... 93,983,793 103,081,785 Senior Secured Notes................. 45,000,000 - ------------ ------------- Total................................ $329,433,793 $ 218,681,785 ============ ============= Borrowings under these agreements are secured by the assets of the Company. (a) Revolving Credit Agreements On March 27, 1992 (and as subsequently amended), MFC entered into a committed revolving credit agreement (the Revolver) with a group of banks. MFC extended the Revolver until June 30, 2001 at an aggregate credit commitment amount of $195,000,000 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, 1999 and 1998, amounts outstanding under the Revolver were $1.8 million and $23.7 million, respectively. On December 31, 1999, MFC increased the aggregate credit commitment amount to $220,000,000 with an effective date of February 10, 2000. The Revolver may be extended annually thereafter 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 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 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, 1999, 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, 1999, 1998 and 1997 was approximately $388,000, $243,000 and $288,000, respectively. Outstanding borrowings under the Revolver were $99,250,000 and $68,250,000 at weighted average interest rates of 7.20% and 6.36% at December 31, 1999 and 1998, respectively. MFC is required under F-17 MEDALLION FINANCIAL CORP. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) DECEMBER 31, 1999 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 amount is $100,000,000 and extends through June 28, 2000. 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 agreement. The Company is required to pay an annual facility fee of 15 basis points on the amount of the aggregate commitment. Commitment fee expense for the years ended December 31, 1999 and 1998 were approximately $108,000 and $72,000, respectively. Outstanding borrowings under the Loan Agreement were $91,200,000 and $47,350,000 at a weighted average interest rate of 7.44% and 6.41% at December 31, 1999 and 1998, respectively. The Loan Agreement contains other restrictive covenants, including a limitation of $1,000,000 for capital expenditures per annum. The weighted average interest rate for the Company's consolidated outstanding revolver borrowings at December 31, 1999 and 1998 was 7.31% and 6.38%. During the years ended December 31, 1999 and 1998, the Company's weighted average borrowings were $125,692,000 and $125,698,000 with a weighted average interest rate of 6.55% and 7.08%, respectively. (b) 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. On August 3, 1999, MFC entered into a commercial paper dealer agreement with USBancorp to sell commercial paper under the same program as Salomon Smith Barney. 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 and may be terminated by the Company at anytime. At December 31, 1999 and 1998, respectively, MFC had approximately $93,984,000 and $103,082,000 outstanding at a weighted average interest rate of 6.60% and 6.11%. For the year ended December 31, 1999 and during the period from March 13, 1998 through December 31, 1998, MFC's weighted average borrowings related to commercial paper were $122,392,000 and $74,445,000 with a weighted average interest rate of 5.86% and 5.73%, respectively. Commercial paper outstanding is deducted from the Revolver as the Revolver acts as a liquidity facility for the commercial paper. (c) Senior Secured Notes On June 1, 1999, MFC issued $22.5 million of senior secured notes (the Notes) that mature on June 1, 2004. The Notes bear a fixed rate of interest of 7.2% and interest is paid quarterly in arrears. The Notes rank pari pasu with the revolvers and commercial paper through inter-creditor agreements. On September 1, 1999, the note holders purchased an additional $22.5 million under the same terms and conditions. The proceeds of the Notes were used to prepay certain of the Company's outstanding SBA debentures (Note 7). (d) Interest Rate Cap Agreements On April 17, 1997, MFC entered into an interest rate cap agreement limiting the Company's maximum LIBOR exposure on $10,000,000 of MFC's revolving credit facility to 6.0% until April 21, 1998. In addition, on May 9, 1997, MFC entered into an interest rate cap agreement limiting the Company's maximum LIBOR exposure on an additional $10,000,000 of MFC's revolving credit facility to 6.5% until May 13, 1998 and 7.0% until November 13, 1999. On May 12, 1997, MFC entered into an interest rate cap agreement limiting the Company's maximum LIBOR exposure on $10,000,000 of MFC's revolving credit facility to 7.0% until May 13, 1999. F-18 MEDALLION FINANCIAL CORP. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) DECEMBER 31, 1999 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. 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. Total premiums of approximately $95,000 paid under the agreement and 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. (7) SBA DEBENTURES PAYABLE Outstanding debentures are as follows at December 31, 1999 and December 31, 1998: Due Date 1999 1998 Interest Rate -------- ---- ---- ------------- September 1, 2000 $ - $ 510,000 9.60% December 1, 2000 - 640,000 8.70% June 1, 2002 - 5,640,000 8.00% September 1, 2002 - 3,500,000 7.15% September 1, 2002 - 6,050,000 7.15% September 1, 2002 - 1,950,000 7.15% June 1, 2004 - 900,000 4.80% June 1, 2004 - 4,600,000 7.80% September 1, 2004 - 5,100,000 8.20% March 1, 2005 - 1,700,000 4.84% September 1, 2005 - 500,000 3.88% March 1, 2006 2,000,000 2,000,000 7.08% December 1, 2006 5,500,000 5,500,000 7.08% June 1, 2007 3,000,000 3,000,000 7.07% ----------- ----------- ----- $10,500,000 $41,590,000 =========== =========== 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. (8) STOCK OPTIONS The Company has a stock option plan (1996 Stock Option Plan) available to grant both incentive and nonqualified share 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, 1999, 225,922 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 F-19 MEDALLION FINANCIAL CORP. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) DECEMBER 31, 1999 Plan, subject to SEC approval, 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 is issuable under the Amended Plan. At December 31, 1999, 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. In connection with the merger discussed in Note 4, the Company assumed the former Capital Dimensions Venture Fund, Inc. 1997 Stock Plan. All stock options outstanding at the time of the merger were exchanged for equivalent shares under the 1996 Stock Option Plan and the Director Plan, respectively, using the appropriate conversion factor. Thus, the Capital Dimensions Venture Fund, Inc. 1997 Stock Plan was terminated at the effective date of the merger. 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:
Year Ended Year Ended Year Ended December 31, 1999 December 31, 1998 December 31, 1997 ------------------ ----------------- ----------------- Net increase in net assets resulting from operations: As reported........................................ $20,732,068 $15,681,713 $12,532,789 Pro forma.......................................... $20,348,773 14,873,660 12,052,314 Net increase in net assets resulting from operations Per share diluted: As reported........................................ $1.47 $ 1.11 $ 1.02 Pro forma.......................................... $1.44 $ 1.06 $ 0.98
The weighted average fair value of options granted during the years ended December 31, 1999, 1998 and 1997 were $4.32, $7.26 and $6.21 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 1999, 1998 and 1997: Year ended December 31, 1999 1998 1997 ---- ---- ---- Risk-free interest rate............................. 5.7% 5.4% 6.2% Expected dividend yield............................. 7.1% 6.0% 4.4% Expected life of option in years.................... 7.0 8.6 5.4 Expected volatility................................. 44% 49% 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, 1999, 1998 and 1997:
Weighted Number Exercise Price Average of Options Per Share Exercise Price ---------- --------- -------------- Outstanding at December 31, 1996........... 370,310 $0.28-$14.38 $7.98 Granted.................................... 231,945 $6.71-$26.00 $17.55 Cancelled.................................. (62,311) $3.08-$14.38 $10.66 Exercised.................................. (96,372) $0.28-$14.38 $4.53 -------- ------------ ----- 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 ---------
F-20 MEDALLION FINANCIAL CORP. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) DECEMBER 31, 1999 Options exercisable at: December 31, 1997.......................... 127,498 $0.28-$14.38 $6.86 December 31, 1998.......................... 123,798 $6.71-$22.38 $14.13 December 31, 1999.......................... 254,751 $6.71-$29.25 $16.37
The following table summarizes information regarding options outstanding and options exercisable at December 31, 1999 under the 1996 Stock Option Plan and the Director Plan:
Options Outstanding Options Exercisable Number Number Outstanding Weighted average exercisable Weighted average At remaining at remaining Range of December 31, contractual life in Weighted average December 31, contractual life in Weighted average Exercise Prices 1999 years exercise price 1999 years exercise price - --------------- ---- ----- -------------- ---- ----- -------------- $6.71-$14.38 211,311 6.45 $12.09 123,807 5.32 $11.43 $15.88-$17.38 370,835 6.81 $17.13 34,501 2.53 $16.91 $18.75-$22.38 228,360 8.05 $19.39 58,964 7.10 $19.69 $26.06-$29.25 230,357 8.32 $27.43 37,479 8.18 $26.94 ------- ---- ------ ------- ---- ------ 1,040,863 7.34 $18.88 254,751 5.78 $16.37 ========= =======
(9) QUARTERLY RESULTS OF OPERATIONS (UNAUDITED)
1997 Quarter Ended March 31 June 30 September 30 December 31 - -------------------------------------------------------------------------------------------- (in thousands except per share amounts) Investment Income $5,725 $5,901 $6,451 $7,770 Net Investment Income 2,158 2,689 3,224 3,383 Net Increase in Net Assets 2,789 2,804 3,563 3,376 Net Increase in Net Assets per common share basic .29 .25 .26 .24 diluted .29 .24 .25 .24
1998 Quarter Ended March 31 June 30 September 30 December 31 - ------------------------------------------------------------------------------------------------------------ (in thousands except per share amounts) Investment Income $8,725 $8,884 $8,942 $8,606 Net Investment Income 4,055 1,856 3,523 2,128 Net Increase in Net Assets 4,192 2,967 4,200 4,323
F-21 MEDALLION FINANCIAL CORP. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) DECEMBER 31, 1999 Net Increase in Net Assets per common share basic .30 .21 .30 .31 diluted .30 .21 .30 .31 1999 Quarter Ended March 31 June 30 September 30 December 31 - --------------------------------------------------------------------------------------------- (in thousands except per share amounts) Investment Income $9,380 $10,835 $10,777* $10,388* Net Investment Income 3,125 3,300 3,000* 518* Net Increase in Net Assets 4,483 5,106 5,913 5,230 Net Increase in Net Assets per common share basic .32 .36 .42 .37 diluted .32 .36 .42 .37 * Subsequent to 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 for either quarter.
(10) 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 rooftop 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. 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 loan to Media.
Taxicab 1999 Lending Advertising Total - ----------------------------------------------------------------------------------------------------------- Net interest income $21,745,264 - $21,745,264 Depreciation and amortization 641,656 - 641,656 Income tax benefit (provision) (46,358) - (46,358) Net increase (decrease) in net assets resulting from operations+ 20,946,382 $(214,314) 20,732,068 Segment assets 505,262,877 4,349,651 509,612,528 Capital expenditures 958,037 602,572 ** Taxicab 1998 Lending Advertising Total - ----------------------------------------------------------------------------------------------------------- Net interest income $19,547,612 - $19,547,612 Depreciation and amortization 360,545 - 360,545 Income tax benefit (provision) 153,538 - 153,538 Net increase in net assets resulting from operations 14,481,324 $1,200,389 15,681,713 Segment assets 417,191,581 5,033,661 422,225,242 Capital expenditures 1,491,379 1,167,155 **
F-22 MEDALLION FINANCIAL CORP. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) DECEMBER 31, 1999
Taxicab 1997 Lending Advertising Total - ----------------------------------------------------------------------------------------------------------- Net interest income $ 15,749,334 $ 15,749,334 Depreciation and amortization 80,072 80,072 Income tax benefit (provision) (928,910) (928,910) Net increase in net assets resulting from operations 12,329,365 $203,424 12,532,789 Segment assets 337,197,583 2,696,061 339,893,644 Capital expenditures 118,958 754,394 **
+ Net income of the taxicab advertising segment excludes $472,800, which represents intercompany taxi top sales from Media to the Company. ** Capital expenditures for the Company are equal to expenditures for the lending segment. Capital expenditures related to the taxicab advertising segment are included in order to provide additional information. (11) COMMITMENTS AND CONTINGENCIES (a) Sub-Advisory Agreement In May 1996, the Company entered into a sub-advisory agreement (the Sub- Advisory Agreement) with FMC Advisers, Inc. (FMC) in which FMC provides advisory services to the Company. Under the Sub-Advisory Agreement, the Company pays FMC a monthly fee for services rendered of $18,750. FMC will regularly consult with management of the Company with respect to strategic decisions concerning originations, credit quality assurance, development of financial products, leverage, funding, geographic and product diversification, the repurchase of participations, acquisitions, regulatory compliance and marketing. Unless terminated earlier as described below, the Sub-Advisory Agreement was to remain in effect for a period of two years until May 1998. On February 24, 1999, the Board of Directors voted to extend the Sub-Advisory Agreement with FMC until May 2000 under the renewal provisions in the Sub- Advisory Agreement. The term will continue from year to year thereafter, if approved annually by (i) a majority of the Company's non-interested directors and (ii) the Board of Directors, or by a majority of the Company's outstanding voting securities, as defined in the 1940 Act. The Sub-Advisory Agreement will be terminable without penalty to the Company on 60 days' written notice by either party or by vote of a majority of the outstanding voting securities of the Company, and will terminate if assigned by FMC. Two trusts affiliated with two officers, directors and shareholders of the Company have agreed to personally assure FMC of payment for the first 48 months of service under the Sub-Advisory Agreement pursuant to an escrow arrangement. The escrow arrangement provides for common stock of the Company worth 200% of the advisory fees remaining, to be held in escrow and to be paid by the Company to FMC during the first 48 months of service under the Sub-Advisory Agreement, thereby assuring FMC of the payment of $900,000 in advisory fees. Advisory fees incurred during the years ended December 31, 1999, 1998 and 1997 were $225,000 annually. (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, 1999 to various prospective qualified small businesses totaling approximately $31.5 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 54% 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 $22.6 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. F-23 MEDALLION FINANCIAL CORP. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) DECEMBER 31, 1999 Commitments for leased premises expire at various dates through June 30, 2006. At December 31, 1999, minimum rental commitments for non-cancelable leases are as follows: Dollars ------- (in thousands) -------------- 2000 $822,154 2001 763,952 2002 729,118 2003 666,264 2004 and thereafter 1,665,672 --------- Total $4,647,160 =========== Rent expense for the years ended December 31, 1999, 1998 and 1997 was approximately $823,000, $894,000 and $336,000, respectively. (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. (12) RELATED PARTY TRANSACTIONS Certain directors, officers and shareholders of Medallion Financial Corp. are also directors of its wholly-owned subsidiaries, MFC, BLL, Medallion Capital, MBC and Media. Officer salaries are set by the Board of Directors. Directors who are not officers receive an annual fee of $10,000 plus a fee of $2,000 for the first meeting of each quarter and $1,000 each for any subsequent meetings. Directors who are members of the committees of the Board of Directors or members of a subsidiary's Board of Directors receive $500 - $1,000 for each meeting attended. Total director fees during the years ended December 31, 1999, 1998 and 1997 were approximately $148,000, $130,000 and $91,000, respectively. At December 31, 1999, 1998 and 1997, total officer compensation was approximately $1,846,000, $1,089,000 and $1,182,000, respectively. Media engaged in transactions to sell rooftop advertising space to a company represented by a relative of a Media officer. All transactions were made under market conditions and pricing. During 1999, 1998 and 1997, a member of the Board of Directors of the Company was also a partner in the Company's primary law firm. (13) SHAREHOLDERS' EQUITY In 1995 and 1996, MFC, TCC and Medallion Capital repurchased and retired all of their previously issued 3% preferred stock from the SBA at a discount of 65% ($14.6 million) for an aggregate price of $8.0 million, under the SBA preferred stock repurchase agreements. Under the repurchase agreements, the SBA retains a liquidating interest in the amount of the discount on the repurchase, which expires on a straight-line basis over five years for MFC and TCC and seven years for Medallion Capital, or on a later date if an event of default, as defined in the agreements, has occurred and such default has not been cured or waived. Upon the occurrence of any event of default, the SBA's liquidating interest will become fixed at the level immediately preceding the event of default and will not accrete further until the default is cured or waived. In the event of MFC's, or TCC's or Medallion Capital's liquidation, the unexpired portion ($109,959 at December 31, 1999) of the liquidating interest becomes immediately payable to the SBA. The Company does not anticipate the occurrence of an event that would result in any amount being due to the SBA. On May 29, 1996, the Company issued and sold 5,750,000 shares at $11.00 per share in an initial public offering and split the existing 200 shares of common stock outstanding into 2,500,000 shares. All references to the amount and number of F-24 MEDALLION FINANCIAL CORP. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) DECEMBER 31, 1999 shares outstanding in the accompanying consolidated financial statements have been restated to reflect the stock split. The proceeds from the initial public offering were used to purchase all of the outstanding stock of Tri-Magna and TCC and acquire substantially all of the assets and assume certain liabilities of Edwards. On May 16, 1997, the Company completed a secondary equity offering and sold 4,600,000 shares at $17.25 per share. Offering costs incurred by the Company in connection with the sale of shares totaling $5,010,575 were recorded as a reduction of capital upon completion of the Secondary Equity Offering. On June 11, 1998, the shareholders adopted the resolution, proposed by the Board of Directors, to amend the Company's Restated Certificate of Incorporation to increase the number of authorized shares of the Company's common stock from 15 million shares to 50 million shares. 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," $529,289 was reclassified from accumulated undistributed net investment income to capital in excess of par value at December 31, 1999 in the accompanying consolidated balance sheets. Further, $2,258,080 and $615,688 were reclassified from capital in excess of par value to accumulated undistributed net investment income at December 31, 1998 and 1997, 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. (14) OTHER OPERATING EXPENSES AND OTHER INCOME The major components of other operating expenses for the years ended December 31, 1999, 1998 and 1997 were as follows: 1999 1998 1997 ---- ---- ---- Rent............................. $822,751 $893,927 $336,114 Office expenses.................. 252,811 1,810,630 810,819 Insurance........................ 245,870 713,204 490,968 Other............................ 4,132,672 1,397,187 961,298 --------- --------- ---------- $5,454,104 $4,814,948 $2,599,199 ---------- ---------- ========== The major components of other income for the years ended December 31, 1999, 1998 and 1997 were as follows: 1999 1998 1997 ---- ---- ---- Late charges...................... $427,554 $333,393 $212,139 Prepayments....................... 440,202 382,777 390,511 Loan servicing fee income......... 559,998 240,470 34,000 Other............................. 684,058 502,162 343,659 ---------- ---------- -------- $2,111,812 $1,458,802 $980,309 ========== ========== ======== (15) 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, 1999 and 1998, the Company committed and expensed approximately $67,000 and $8,000, respectively, to the 401(k) Plan. (16) 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 F-25 MEDALLION FINANCIAL CORP. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) DECEMBER 31, 1999 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 mortgage 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) Notes Payable to Banks, Commercial Paper 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 counterparties. 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, 1999 and 1998, the estimated fair value of these off-balance-sheet instruments was not material. (e) Interest Rate Cap Agreements--The fair value is estimated based on market prices or dealer quotes. At December 31, 1999 and December 31, 1998, 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, 1999 December 31, 1998 ----------------- ----------------- Carrying Amount Fair Value Carrying Amount Fair Value --------------- ---------- --------------- ---------- (Dollars in thousands) (Dollars in thousands) Financial Assets: Investments..................... $471,813 $471,813 $384,064 $384,064 Cash............................ $ 5,962 $ 5,962 $ 6,028 $ 6,028 Servicing fee receivable........ $ 4,879 $ 4,879 $ 2,290 $ 2,290 Financial Liabilities: Notes payable to banks.......... $190,450 $190,450 $115,600 $115,600 Commercial Paper................ $ 93,984 $ 93,984 $103,082 $103,082 SBA debentures payable.......... $ 10,500 $ 10,500 $ 41,590 $ 41,590 Senior secured notes............. $ 45,000 $ 45,000 -- --
F-26 Medallion Financial Corp. Consolidated Schedule of Investments December 31, 1999
Number Principal Balance Contractual Of Loans Outstanding Rates ------- ----------------- ----------- 1 5,050 5.00 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 7.75-7.94 236 60,242,530 8.00-8.20 187 37,263,429 8.25-8.49 338 48,741,859 8.50-8.63 211 30,680,546 8.75-8.97 183 17,617,055 9.00-9.13 52 4,577,751 9.25-9.30 114 9,495,260 9.50-9.60 37 5,398,603 9.75-9.90 136 18,179,232 10.00-10.12 31 5,310,674 10.25-10.38 153 17,726,090 10.50 95 11,680,551 10.75-10.98 211 25,194,950 11.00-11.06 462 30,724,174 11.25-11.37 72 10,580,323 11.50-11.73 63 9,527,922 11.75-11.92 291 24,833,415 12.00 11 1,460,308 12.25-12.40 30 2,346,086 12.50-12.70 9 1,819,457 12.75-12.90 208 24,730,260 13.00-13.20 28 1,169,729 13.25-13.26 28 2,233,379 13.50 18 2,600,092 13.75-13.90 99 3,188,296 14.00-14.20 7 597,066 14.25 58 2,072,177 14.50-14.70 12 396,466 14.75-14.95 209 5,732,436 15.00-15.20 1 653,087 15.25 14 402,240 15.50 6 686,161 15.80-15.90 20 647,504 16.00 2 24,400 16.25 9 317,398 16.50 4 107,571 16.90-16.95 8 3,231,554 17.00 1 23,460 17.27 2 83,960 17.50 2 84,379 17.90 19 3,791,418 18.00 5 84,238 19.00-19.01 - ----------------------------------------------------------------------------------- Total Loans: 3,861 470,737,143 9.91% - ----------------------------------------------------------------------------------- Equities: PMC 1,992,022 Freshstart 504,862 Cardinal Health 329,625 Kleener King Satellites 108,696 Micromedics 58,828 Arca 50,000 Other 66,718 - ----------------------------------------------------------------------------------- Total Equities: 11 3,110,751 N/A - ----------------------------------------------------------------------------------- Total Investments 3,872 473,847,894 - ----------------------------------------------------------------------------------- Plus: Origination costs, net 2,560,588 - ----------------------------------------------------------------------------------- Investments, at cost 476,408,482 - ----------------------------------------------------------------------------------- Less: Unrealized depreciation on investments 8,945,552 - ----------------------------------------------------------------------------------- Total investments, at Board of Director's valuation 467,462,930 - ----------------------------------------------------------------------------------- The accompanying notes are an integral part of this consolidated schedule.
F-27 MEDALLION FINANCIAL CORP. Consolidated Schedule of Investments December 31, 1998
Number Principal Balance Contractual Of Loans Outstanding Rates ------- ----------------- ----------- 1 $ 24,539 5.00% 22 5,462,468 6.88-6.98 4 2,543,621 7.25 1 246,000 7.42 1 50,509 7.50 6 541,350 7.61 54 8,256,876 7.75 154 36,423,002 8.00-8.24 238 48,918,174 8.25-8.30 396 52,368,669 8.38-8.63 217 28,735,052 8.75-8.90 187 18,957,460 9.00 112 13,553,872 9.13-9.25 100 9,958,684 9.50 67 8,517,864 9.75-9.88 220 18,805,030 10.00 89 6,726,361 10.25-10.38 368 16,793,867 10.50 37 6,599,869 10.75 155 7,092,409 11.00 6 1,746,289 11.25 1 124,551 11.33 5 448,189 11.50 12 2,694,002 11.75-11.90 179 15,600,280 12.00 3 810,157 12.25 16 1,082,837 12.50-12.70 11 944,678 12.75-12.95 298 22,716,982 13.00-13.20 112 3,905,554 13.25 38 2,881,308 13.50 21 977,171 13.75-13.98 175 7,828,432 14.00-14.20 7 337,751 14.25 71 4,552,508 14.30-14.70 269 8,906,924 14.75-15.20 1 6,936 15.25 25 1,521,269 15.50-16.50 18 693,304 16.00 5 194,270 16.25 6 149,549 16.50 4 147,632 16.90-16.95 5 2,758,677 17.00 1 27,108 17.27 1 66,977 17.50 2 91,806 17.90 13 404,988 18.00 1 3,281 18.50 5 121,822 19.00 1 21,783 19.01 - ------------ ------ Total Loans 3,741 $372,342,691 9.93% ----- ------------ ------ Equities: Radio One $ 2,220,332 Cardinal 329,624 Citywide 3 F. Howell 961 Micromedics 58,828 Star 40,000 Other 4,148,013 ----------- Total Equities: 12 $ 6,797,761 N/A --- ----------- --- Total Investments 3,753 $379,140,452 ===== ============ Plus: Origination costs, net 1,989,803 --------- Investments, at cost $381,130,255 ------------ Plus: Unrealized appreciation on investments 4,812,768 Less: Unrealized depreciation on investments 1,847,851 --------- Investments, at Board of Directors' valuation $384,095,172 ============ The accompanying notes are an integral part of this consolidated schedule.
F-28 Exhibit Index Exhibit Number Description 2.1 Agreement and Plan of Merger, dated as of March 6, 1998, by and among Medallion Financial Corp., CD Merger Corp. and Capital Dimensions, Inc. (Exhibits and Schedules thereto omitted). Filed as Exhibit 2.1 to the Company's Quarterly Report on Form 10-Q for the quarterly period ended June 30, 1998 and incorporated by reference herein. 3.1 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 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. 10.3 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. 10.4 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. 10.5 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. 10.6 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. 10.7 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. 10.8 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. 10.9 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 and incorporated by referenced herein.. 10.10 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 and incorporated by referenced herein. 10.11 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 and incorporated herein by reference. 10.22 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 and incorporated by reference herein. 10.27 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. 10.28 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 and incorporated by reference herein. 10.29 Medallion Financial Corp. 1996 Non-Employee Directors Stock Option Plan. Filed as Exhibit 10.44 to the Company's Annual Report on Form 10-K/A for the fiscal year ended December 31, 1996 and incorporated by reference herein. 10.30 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 and incorporated by reference herein. 10.31 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 and incorporated by reference herein. 10.32 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. 10.33 Amended and Restated Employment Agreement dated August 29, 1998 between Medallion Financial Corp. and Allen S. Greene. Filed as Exhibit 10.48 to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1998 and incorporated by referenced herein. 10.34 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 and incorporated by reference herein. 10.35 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 and incorporated by reference herein. 10.36 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 and incorporated by reference herein. 10.37 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 and incorporated by reference herein. 10.38 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 and incorporated by reference herein. 10.39 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 and incorporated by reference herein. 10.40 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 and incorporated by reference herein. 10.41 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 and incorporated by reference herein. 10.42 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 and incorporated by reference herein. 10.43 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 and incorporated by reference herein. 10.44 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 and incorporated by reference herein. 10.45 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 and incorporated by reference herein. 10.46 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 tot he 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 and incorporated by reference herein. 10.47 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 and incorporated by reference herein. 10.48 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. 10.49 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 and incorporated by reference herein. 10.50 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 and incorporated by reference herein. 10.51 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 and incorporated by reference herein. 10.52 (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 and incorporated by reference herein. 10.53 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 and incorporated by reference herein. 10.54 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 and incorporated by reference herein. 10.55 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 and incorporated by reference herein. 10.56 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 and incorporated by reference herein. 10.57 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 and incorporated by reference herein. 10.58 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 and incorporated by reference herein. 10.59 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 and incorporated by reference herein. 10.60 $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 and incorporated by reference herein. 10.61 $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 and incorporated by reference herein. 10.62 $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 and incorporated by reference herein. 10.63 $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 and incorporated by reference herein. 10.64 $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 and incorporated by reference herein. 10.65 $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 and incorporated by reference herein. 10.66 $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 and incorporated by reference herein. 10.67 $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 and incorporated by reference herein. 10.68 $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 and incorporated by reference herein. 10.69 $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 and incorporated by reference herein. 10.70 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 and incorporated by reference herein. 10.71 Separation Agreement and Mutual General Release of All Claims between Allen S. Greene and Medallion Financial Corporation effective as of December 31, 1999. Filed herewith. 21 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 March 29, 2000. Filed herewith. 23.2 Consent of Arthur Andersen LLP relating to its reports concerning Edwards Capital Corp., Transportation Capital Corp. and Tri-Magna Corporation, dated March 29, 2000. Filed herewith. 27 Medallion Financial Corp. Financial Data Schedule. Filed herewith. EX-10.71 2 SEPARATION AGREEMENT AND MUTUAL RELEASE EXHIBIT 10.71 SEPARATION AGREEMENT AND MUTUAL GENERAL RELEASE OF ALL CLAIMS This Separation Agreement and Mutual General Release of all Claims ("this Agreement") is entered into on this 8th day of February, 2000 by and between Allen S. Greene ("Executive") and Medallion Financial Corporation ("Medallion") and effective as of December 31, 1999 (the "Termination Date"). In Consideration of the promises set forth in this Agreement, Executive and Medallion agree as follows: 1. Termination of Employment Agreement; Entire Agreement ----------------------------------------------------- The Amended and Restated Employment Agreement between Executive and Medallion, dated as of August 29,1998 (the "Employment Agreement"), is hereby terminated and canceled in its entirety. Executive hereby releases Medallion and Medallion hereby releases Executive from all of the terms and provisions of the Employment Agreement. From the date hereof, this Agreement shall constitute the entire agreement between Executive and Medallion and contain all of the agreements, whether written, oral, express or implied, between Executive and Medallion and supersedes any other agreement, whether written, oral, express or implied, between Executive and Medallion. Other than this Agreement, there are no other agreements of any nature whatsoever between Executive and Medallion which survive this Agreement. This Agreement cannot be modified or amended except in a writing signed and agreed to by Executive and Medallion. 2. Term ---- The term of this Agreement shall commence on the Termination Date and end on August 31, 2001 (the "Term"). 3. Termination ----------- As of the Termination Date, Executive hereby resigns any and all appointments he holds with Medallion, and its subsidiaries and affiliates, including without limitation those appointments he holds as an officer, and agrees that his employment with Medallion is terminated as of the Termination Date. Except as expressly set forth in this Agreement, Executive and Medallion shall have no obligations to each other of any nature whatsoever after the Termination Date. After the Termination Date, Executive shall have no authority to act on behalf of Medallion except upon the written request of Medallion. 4. Payments and Benefits --------------------- In consideration for the promises, covenants and releases provided by Executive pursuant to this Agreement, Medallion agrees to provide the following payments and benefits to Executive during the Term or to his estate in the event of his death. (a) During the Term, Medallion shall make bi-monthly payments to Executive equal to $11,458.34 commencing with an initial payment on January 15, 2000 and ending with a payment on August 31, 2001. All of these payments shall be subject to all required federal, state and local withholding taxes. (b) During the Term, Medallion shall continue to make the premium payments with respect to medical, dental and life insurance coverage currently in effect with Summit Bancorp. Such coverage shall be subject to Executive's contributions equal to Executive's employee contributions in effect under such medical, dental and life insurance programs existing immediately prior to the Termination Date. Executive's termination of employment with Medallion on the Termination Date shall constitute a "qualifying event" for purposes of part 6 of Title 1 of ERISA ("COBRA") on such date. Executive acknowledges on behalf of himself and his dependents that any period with respect to which any of them otherwise would be eligible to elect continued group health plan coverage under COBRA shall be reduced by the period of post-termination group health plan coverage provided under this paragraph 4(b). (c) Medallion shall make a one-time payment on February 16, 2000 to executive equal to $68,500, representing Executive's bonus for 1999. (d) All employee stock options with respect to shares of Medallion common stock currently held by Executive (the "Options"), to the extent not yet vested, shall become immediately vested and exercisable, and all Options shall remain exercisable until the earlier of (i) the date that is 90 days from the date that Executive or Veral & Co., L.L.C. ceases to provide any consulting services to Medallion or (ii) the expiration of such employee stock options. (e) During the Term, Medallion shall pay for or reimburse Executive for the lease of the 2000 Mercedes Benz S430 or any replacement car which lease cost is the same or less, that Executive currently uses and shall pay for or reimburse Executive for all maintenance, gas, garage, insurance and any other operating expenses with respect to such automobile. -2- (f) The payments and benefits in clauses (a) through (e) of this paragraph 4 are contingent upon Executive not revoking the waiver of rights pursuant to the penultimate sentence of Section 8, below. Medallion agrees that there are no current offsets or counter claims of any kind or nature that they can make to these payments. 5. Proprietary Information; Non-Competition; Non-Solicitation ---------------------------------------------------------- (a) Executive agrees that all information and know-how, whether or not in writing, of a private, secret or confidential nature concerning the business or financial affairs of Medallion and its subsidiaries (collectively for the purpose of this paragraph 5 "Medallion") and not within Executive's possession or knowledge prior to his employment with Medallion (collectively, the "Proprietary Information"), is and shall be the exclusive property of Medallion. By way of illustration, but not limitation, Proprietary Information shall include inventions, products, processes, methods, techniques, projects, developments, plans, research data, financial data, personnel data, and lists of borrowers, advertisers, fleet and taxi owners. Executive agrees not to disclose any Proprietary Information to any person or entity other than as specifically authorized in writing by Medallion or use the same for any unauthorized purpose, either during or after the Term, unless and until such Proprietary Information has become public knowledge without fault of Executive or unless required by a court of law. (b) Executive agrees that all files, letters, memoranda, reports, records, data, sketches, drawings or other written, photographic, or other tangible material containing Proprietary Information, whether created by Executive or others, which came into his custody or possession, shall be and are the exclusive property of Medallion. (c) Executive agrees that his obligation not to disclose or use Proprietary Information and records of the types set forth herein also extends to such types of Proprietary Information, records and tangible property of borrowers, advertisers, fleet taxi owners or other third parties who may or may have disclosed or entrusted the same to Medallion or to Executive in the course of his employment (d) Executive agrees that for a period of one-year after the Termination date, Executive shall not directly or indirectly (i) recruit, solicit, hire or otherwise induce or attempt to induce any employees of Medallion -3- to leave their employment or (ii) call upon, solicit, divert or take away, or attempt to divert or take away, the business or patronage of any borrower or customer, of Medallion that had a business relationship with Medallion at the Termination Date. 6. Return of Property ------------------ All Medallion files, Proprietary Information, access keys, desk keys, ID badges, credit cards, in Executive's possession must be returned no later than February 8, 2000. 7. General Release and Waiver of Claims. ---------------------------------------- Executive and Medallion hereby unconditionally and forever release, discharge and waive any and all claims of any nature whatsoever, whether legal, equitable or otherwise, which Executive or Medallion may have against the other arising at any time on or before the Termination Date. This mutual release of all claims extends to any and all claims of any nature whatsoever, whether known, unknown or capable or incapable of being known as of the Termination Date or thereafter. This Agreement is a release of all claims of any nature whatsoever by Executive and Medallion against the other and includes, without limitation, any and all claims, demands, causes of action, liabilities whether known or unknown including those caused by, arising from or related to Executive's employment relationship with Medallion including, but without limitation, any and all alleged discrimination or acts of discrimination which occurred or may have occurred on or before the Termination Date based upon race, color, sex, creed, national origin, age, disability or any other violation of any Equal Employment Opportunity Law, ordinance, rule, regulation or order, including, but not limited to, Title VII of the Civil Rights Act of 1964, as amended; the Civil Rights Act of 1991; The Age Discrimination in Employment Act of 1967, as amended (as further described in Section 7 below); the Fair Labor Standards Act, as amended, the Americans with Disabilities Act; and any similar state statues or regulations. The parties agree and understand and knowingly agree to this release because it is their respective intent in executing this Agreement to forever discharge each other from any and all present, future, foreseen or unforeseen causes of action except for the settlement obligation described herein. Notwithstanding this mutual release and waiver of claims between the parties, Medallion agrees to indemnify Executive to the fullest extent allowable by law and its corporate governance documents for any actions or inactions by Executive in the normal course of his prior employment with Medallion. -4- 8. Release and Waiver of Claims Under the Age Discrimination in Employment ----------------------------------------------------------------------- Act. --- Executive acknowledges that Medallion encouraged him to consult with an attorney of his choosing, and through this Agreement encourages him to consult with his attorney with respect to possible claims under the Age Discrimination in Employment Act of 1967, as amended ("ADEA") and that Executive acknowledges that he understands that the ADEA is a federal statute that prohibits discrimination, on the basis of age, in employment, benefits, and benefit plans. Executive wishes to waive any and all claims under the ADEA that he may have, as of the Termination Date, against Medallion, its shareholders, employees, or successors and hereby waives such claims. Executive further understands that by signing this Agreement he is in fact waiving, releasing and forever giving up any claim under the ADEA that may have existed on or prior to the Termination Date. Executive acknowledges that Medallion has informed him that he has at his option, twenty-one (21) days in which to sign the waiver of this claim under ADEA, and he does hereby knowingly and voluntarily waive said twenty-one (21) day period. Executive also understands that he has seven (7) days following the date of the execution of this Agreement within which to revoke the release contained in this paragraph by providing a written notice of his revocation of the release and waiver contained in this paragraph to Medallion. Executive further understands that this right to revoke the release contained in this paragraph relates only to this paragraph and does not act as a revocation of any other term of this Agreement. 9. Continued Applicability of Certain Plans. -------------------------------------------- Notwithstanding anything contained herein to the contrary, this Agreement shall not supersede any retirement plan maintained by Medallion for the benefit of Executive. Except as previously provided in paragraph 4(d) herein, this Agreement shall not supersede the Medallion 1996 Stock Option Plan or the option agreements entered into pursuant thereto. All consideration to which employee is entitled under the above-mentioned plans shall be provided to Employee pursuant to the terms of the plan documents and related stock option agreements. 10. Indemnification. ---------------- Notwithstanding anything contained herein to the contrary, including the general release and waiver of claims by Executive, by signing this Agreement Executive will not be deemed to have relinquished his right to indemnification for acts occurring or liabilities arising on or prior to the Termination Date, including any right for reimbursement of -5- expenses, from Medallion under any charter provision, insurance arrangement or under applicable law with respect to any claim asserted against Executive in his capacity as an officer, director, or employee of Medallion or its predecessor companies, which right shall be no greater nor less than the indemnification right of other officers, directors and employees of Medallion. 11. Severability Clause. ------------------- In the event any provision or part of this Agreement is found to be invalid or unenforceable, only that particular provision or part so found, and not the entire agreement, will be inoperative. If any of the restrictions contained herein are deemed to be unenforceable by reason of the extent, duration or scope thereof, or otherwise, then the court or other tribunal making the determination shall reduce the extent, duration, geographical scope or other provisions hereof to the broadest provision deemed by the court to be enforceable, and in its reduced form this Agreement will then be enforceable in the manner contemplated hereby. 12. Non-Admission; Non-Disparagement. -------------------------------- Nothing contained in this Agreement will be deemed or construed as an admission of wrongdoing or liability on Executive's part or on the part of Medallion. Except to the extent required by law, Executive and Medallion agree not to make any disparaging comments about each other to any third party. 13. Governing Law. ------------- This Agreement shall be governed, construed, interpreted and enforced in accordance with the substantive laws of the State of New York without regard to principles of conflicts of laws. The parties hereto agree to the jurisdiction of the courts of the State of New York located in the City of New York. 14. Arbitration. ----------- Any claims, controversies, demands, disputes or differences between or among the parties hereto or any persons bound hereby arising out of, or by virtue of, or in connection with, or otherwise relating to this Agreement shall be submitted to and settled by arbitration conducted in New York, New York before one or three arbitrators each of whom shall be knowledgeable in employment law. Such arbitration shall otherwise be conducted in accordance with the rules then obtaining to such disputes of the American Arbitration Association. The parties hereto agree to share equally the responsibility for all fees of the arbitrators, abide by any -6- decision rendered as final and binding, and waive the right to appeal the decision or otherwise submit the dispute to a court of law for a jury or non-jury trial. The parties hereto specifically agree that neither party may appeal or subject the award or decision of any such arbitrator(s) to appeal or review in any court of law or in equity or by any other tribunal, arbitration system or otherwise. Judgment upon any award granted by such arbitrator(s) may be enforced in any court having jurisdiction thereof. If the arbitration decision holds that one party is entirely at fault and the other party is without fault, the party that is without fault shall be entitled to reimbursement of fees and expenses from the losing party that is at fault in an amount not to exceed $50,000. 15. Survivorship. ------------ The respective rights and obligations of the parties hereunder shall survive any termination of this Agreement to the extent necessary to the intended preservation of such rights and obligations. Specifically, paragraphs 5 (relating to non-disclosure of Proprietary Information and non-solicitation), 7 (relating to the general release and waiver of claims), 8 (relating to the release and waiver of claims under ADEA), 10 (relating to indemnification), 12 (relating to non-disparagement) and 14 (relating to arbitration) shall survive the termination hereof. THE PARTIES ACKNOWLEDGE THAT THEY HAVE READ THIS AGREEMENT AND THAT THEY FULLY KNOW, UNDERSTAND, AND APPRECIATE ITS CONTENTS, AND THAT THEY EXECUTE THE SAME AND MAKE THIS AGREEMENT AND THE RELEASE AND AGREEMENTS PROVIDED FOR HEREIN VOLUNTARILY AND OF THEIR OWN FREE WILL. IN WITNESS WHEREOF, the parties have executed this AGREEMENT on the 8th of February, 2000. MEDALLION CORPORATION By: /s/ Alvin Murstein /s/ Allen S. Greene ------------------- -------------------- Alvin Murstein Allen S. Greene Chairman and Chief, Executive Officer -7- EX-21 3 LIST OF SUBSIDIARIES Exhibit 21 List of Subsidiaries of Medallion Financial Corp. Name Jurisdiction of Incorporation or Formation Medallion Funding Corp. New York Medallion Taxi Media, Inc. Delaware Business Lenders LLC Delaware Medallion Capital, Inc. Delaware Medallion Business Credit LLC Delaware EX-23.1 4 CONSENT OF ARTHUR ANDERSEN LLP Exhbit 23.1 CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS As independent public accountants, we hereby consent to the incorporation of our report dated March 29, 2000, included in this Form 10-K into Medallion Financial Corp.'s previously filed registration statements on Form S-8 (File Nos. 333-19057 and 333-27977). /s/ Arthur Andersen LLP New York, New York March 29, 2000 EX-23.2 5 CONSENT OF INDEPENDANT PUBLIC ACCOUNTANTS Exhibit 23.2 CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS As independent public accountants, we hereby consent to the incorporation of our reports dated March 26, 1997 on our audits of the financial statements of Edwards Capital Company, Transportation Capital Corporation and Tri-Magna Corporation, included in the Medallion Financial Corp. ("the Company") Annual Report on Form 10-K for the year ended December 31, 1997, into the Company's Annual Report Form 10-K for the year ended December 31, 1999. /s/ ARTHUR ANDERSEN LLP New York, New York March 29, 2000 EX-27 6 FINANCIAL DATA SCHEDULE
6 YEAR YEAR DEC-31-1999 DEC-31-1998 JAN-01-1999 JAN-01-1998 DEC-31-1999 DEC-31-1998 476,413,925 381,130,255 467,462,930 384,095,172 20,329,428 15,500,593 2,949,906 2,918,113 18,870,264 19,711,364 509,612,528 422,225,242 0 0 10,500,000 41,590,000 348,423,760 232,420,712 358,923,760 274,010,712 140,245 140,138 142,015,875 141,376,068 14,024,433 14,013,768 14,013,768 13,908,916 8,532,648 6,698,324 0 0 0 0 0 0 0 0 150,688,768 148,214,530 0 0 41,380,405 35,156,636 5,634,376 5,697,836 17,483,135 13,530,401 9,896,505 11,715,047 22,746,032 1,290,743 (11,910,469) 2,675,923 20,732,068 15,681,713 0 0 18,368,455 16,772,240 0 0 0 0 0 0 0 0 0 0 0 0 6,698,324 5,530,771 0 0 0 0 0 0 225,000 225,000 19,635,141 15,609,024 37,118,276 29,139,425 0 0 10.67 10.48 0 0 0 0 0 0 0 0 0 0 0 0 0 0
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