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UNITED STATES

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, 2003

 

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 $0.01 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. ¨

 

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Act).

 

Yes    x     No    ¨

 

The aggregate market value of the voting common equity held by non-affiliates of the registrant, computed by reference to the last reported price at which the stock was sold on June 30, 2003 (the last business day of the registrant’s most recently completed second quarter) was $ 6.97.

 

The number of outstanding shares of registrant’s Common Stock, par value $0.01, as of March 12, 2004 was 18,215,143.

 



DOCUMENTS INCORPORATED BY REFERENCE

 

Portions of the registrant’s Definitive Proxy Statement for its 2004 Annual Meeting of Shareholders, which Definitive Proxy Statement will be filed with the Securities and Exchange Commission not later than 120 days after the registrant’s fiscal year-end of December 31, 2003, are incorporated by reference into Part III of this Form 10-K.

 

MEDALLION FINANCIAL CORP.

 

2003 FORM 10-K ANNUAL REPORT

 

TABLE OF CONTENTS

 

PART I    3
    

ITEM 1. BUSINESS OF THE COMPANY

   3
    

ITEM 2. PROPERTIES

   17
    

ITEM 3. LEGAL PROCEEDINGS

   17
    

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

   17
PART II    18
    

ITEM 5. MARKET FOR THE REGISTRANT'S COMMON STOCK AND RELATED STOCKHOLDER MATTERS

   18
    

ITEM 6. SELECTED FINANCIAL DATA

   19
    

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF   OPERATIONS

   20
    

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

   44
    

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

   45
    

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL   DISCLOSURES

   45
    

ITEM 9A. CONTROLS AND PROCEDURES

   46
PART III    46
    

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

   46
    

ITEM 11. EXECUTIVE COMPENSATION

   46
    

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

   46
    

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

   46
    

ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES

   46
PART IV    47
    

ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K

   47
SIGNATURES    49
CERTIFICATIONS    51

 

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

 

This report contains forward-looking statements relating to future events and future performance of the Company within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, including, without limitation, statements regarding the Company’s expectations, beliefs, intentions, or future strategies that are signified by the words expects, anticipates, intends, believes, or similar language. Actual results could differ materially from those anticipated in such forward-looking statements. All forward-looking statements included in this document are based on information available to the Company on the date hereof, and the Company assumes no obligation to update any forward-looking statements. The Company cautions investors that its business and financial performance are subject to substantial risks and uncertainties.

 

PART I

 

ITEM 1. BUSINESS OF THE COMPANY

 

GENERAL

 

Medallion Financial Corp. (the Company) is a specialty finance company that has a leading position in originating and servicing loans that finance taxicab medallions and various types of commercial businesses. Since 1996, the year in which we became a public company, we have increased our medallion loan portfolio at a compound annual growth rate of 8%, and our commercial loan portfolio at a compound annual growth rate of 11%. Our total assets under our management, which includes assets serviced for third party investors, were approximately $631,382,000 as of December 31, 2003, and have grown from $215,000,000 at the end of 1996, a compound annual growth rate of 17%.

 

The Company conducts its business through various wholly-owned subsidiaries including its primary operating company, Medallion Funding Corp. (MFC). The Company also conducts business through Business Lenders, LLC (BLL), licensed under the Small Business Administration (SBA) Section 7(a) program; Medallion Business Credit, LLC (MBC), an originator of loans to small businesses for the purpose of financing inventory and receivables; Medallion Capital, Inc. (MCI), which conducts a mezzanine financing business; Freshstart Venture Capital Corp. (FSVC), a Small Business Investment Company (SBIC) which originates and services taxicab medallion and commercial loans; and Medallion Bank (MB), regulated by the Federal Deposit Insurance Corporation (FDIC) and the Utah Department of Financial Institutions to originate medallion and commercial loans, to raise deposits, and to conduct other banking activities. MFC, MCI, and FSVC operate as SBICs and are regulated and financed in part by the SBA.

 

As an adjunct to the Company’s taxicab medallion finance business, the Company operates a taxicab rooftop advertising business, Medallion Taxi Media, Inc. (Media), one of the largest taxicab rooftop advertising businesses in the nation, providing advertising space in 18 metropolitan areas in the US and in 2 cities in Japan. Since 1996, we have increased the number of our US taxicab rooftop displays from 1,550 to approximately 6,700 at December 31, 2003, a compound annual growth rate of 23%. In Japan, the Company has contracts on 5,000 taxicab racks and rooftop displays.

 

Alvin Murstein, the Company’s Chairman and Chief Executive Officer, has over 40 years of experience in the ownership, management, and financing of taxicab medallions. Andrew Murstein, the Company’s President, is the third generation in his family to participate in the business.

 

We are a closed-end, non-diversified management investment company under the Investment Company Act of 1940, as amended (1940 Act). Our investment objectives are to provide a high level of distributable income, consistent with the preservation of capital, as well as long-term growth of net asset value.

 

We have elected to be treated as a Business Development Company registered under the 1940 Act. Traditionally, the Company and each of its corporate subsidiaries other than Media and MB (the RIC subsidiaries) have elected to be treated for federal income tax purposes as a regulated investment company (RICs) under the Internal Revenue Code of 1986, as amended (the Code). As RICs, the Company and each of the RIC subsidiaries are not subject to US federal income tax on any gains or investment company taxable income (which includes, among other things, dividends and interest income reduced by deductible expenses) that it distributes to its shareholders, if at least 90% of its investment company taxable income for that taxable year is distributed. It is the Company’s and the RIC subsidiaries’ policy to comply with the provisions of the Code. The Company did not qualify to be treated as a RIC for 2002, primarily due to a shortfall of interest and

 

3


dividend income related to total taxable income caused primarily by losses in MFC and other subsidiaries. As a result, the Company was treated as a taxable entity in 2002, which had an immaterial effect on the Company’s financial position and results of operations for 2002. The Company will be filing as a taxable entity in 2003 in order to better utilize the net operating loss carryforwards generated in prior years.

 

As a result of the above, for 2003 and for 2002, income taxes were provided under the provisions of Statement of Financial Accounting Standards (SFAS) No. 109, “Accounting for Income Taxes,” as the Company was treated as a taxable entity for tax purposes. Accordingly, the Company recognized current and deferred tax consequences for all transactions recognized in the consolidated financial statements, calculated based upon the enacted tax laws, including tax rates in effect for current and future years. Valuation allowances were established for deferred tax assets when it was more likely than not that they would not be realized.

 

Media and MB are not RICs and are taxed as regular corporations. For 2003 and 2002, Media’s losses have been included in the tax calculation of the Company along with MFC. Taxi Medallion Loan Trust I (Trust) is not subject to federal income taxation. Instead, the Trust’s taxable income is treated as having been earned by MFC.

 

MEDALLION LOANS

 

Medallion loans of $288,212,000 comprised 76% of our $379,159,000 net investment portfolio as of December 31, 2003. Since 1979, we have originated, on a combined basis, approximately $1,107,000,000 in medallion loans in New York City, Chicago, Boston, Newark, Cambridge, and other cities within the United States. Our medallion loan portfolio consists of mostly fixed-rate loans, collateralized by first security interests in taxicab medallions and related assets. As of December 31, 2003, approximately 81% of the principal amount of our medallion loans were in New York City. Although some of the medallion loans have from time to time been in arrears or in default, our loss experience on medallion loans has been negligible. We estimate that the average loan-to-value ratio of all of the medallion loans was approximately 58% at December 31, 2003. In addition, we have recourse against a vast majority of the owners of the taxicab medallions and related assets through personal guarantees.

 

The New York City Taxi and Limousine Commission (TLC) estimates that the total value of all of New York City taxicab medallions and related assets exceeds $3.3 billion. We estimate that the total value of all taxicab medallions and related assets in the US is approximately $5.0 billion. We believe that we will continue to develop growth opportunities by further penetrating the highly fragmented medallion financing marketplace. Additionally, in the future, the Company may enhance its portfolio growth rate through selective acquisitions of medallion financing businesses and their related portfolios. Since our initial public offering, we have acquired several additional medallion loan portfolios.

 

Portfolio Characteristics

 

Medallion loans generally require equal monthly payments covering accrued interest and amortization of principal over a ten to fifteen year schedule, subject to a balloon payment of all outstanding principal after four or five years. More recently, we have begun to originate loans with one-to-three year maturities where interest rates are adjusted and a new maturity period set. Borrowers may prepay medallion loans upon payment of a fee of approximately 90 days’ interest. We believe that the likelihood of prepayment is a function of changes in interest rates and medallion values. Borrowers are more likely to exercise prepayment rights in a decreasing interest rate environment when the interest rates payable on their loans are high relative to prevailing interest rates, and we believe that they are less likely to prepay in a rising interest rate environment. We generally retain the medallion loans we originate; however, from time to time, we participate or sell shares of some loans or portfolios to interested third party financial institutions. In these cases, we retain the borrower relationships and service the sold loans. The total amount of medallion loans under management was $324,456,000 at December 31, 2003, compared to $292,332,000 at December 31, 2002.

 

At December 31, 2003, substantially all medallion loans were collateralized by first security interests in taxicab medallions and related assets (vehicles, meters, etc.), and were originated at an approximate loan-to-value ratio of 80-90%. In addition, we have recourse against the vast majority of direct and indirect owners of the medallions who personally guarantee the loans. Although personal guarantees increase the commitment of borrowers to repay their loans, there can be no assurance that the assets available under personal guarantees would, if required, be sufficient to satisfy the obligations subject to such guarantees.

 

4


We believe that our medallion loan portfolio is of high credit quality because medallions have generally increased in value and are relatively simple to repossess and resell in an active market. In the past, when a borrower has defaulted on a loan, we have repossessed the medallion collateralizing that loan. If the loan was not brought current, the medallion was sold in the active market at prices at or in excess of the amounts due. Although some of the medallion loans have from time to time been in arrears or in default, our loss experience on medallion loans has been negligible.

 

Market Position

 

We have originated and serviced medallion loans since 1979, and have established a leading position in the industry. Management has a long history of owning, managing, and financing taxicab fleets, taxicab medallions, and corporate car services, dating back to 1956. Medallion loans collateralized by New York City taxicab medallions and related assets comprised 81% of the value of the medallion loan portfolio at December 31, 2003. The balance of medallion loans is collateralized by taxicab medallions in Chicago, Boston, Newark, Cambridge, and other cities within the United States. We believe that there are significant growth opportunities in these and other metropolitan markets nationwide.

 

The following table displays information on medallion loans outstanding in each of our major markets at December 31, 2003.

 

     # of Loans

  

% of

Medallion

Loan

Portfolio (1)


   

Average

Interest

Rate (2)


   

Principal

Balance


 

Medallion loans

                         

New York

   1,314    81 %   6.00 %   $ 231,955,659  

Chicago

   351    9     6.74       26,542,771  

Boston

   125    5     7.54       15,490,522  

Newark

   82    3     9.52       7,743,597  

Cambridge

   31    1     7.20       4,076,816  

Other

   61    1     9.77       2,555,668  
    
  

       


Total medallion loans

   1,964    100 %   6.29       288,365,033  
    
  

 

       

Deferred loan acquisition costs

                      904,720  

Unrealized depreciation on loans

                      (1,058,196 )
                     


Net medallion loans

                    $ 288,211,557  
                     


 

(1) Based on principal balance outstanding.
(2) Based on the contractual adjustable or fixed rates of the portfolios at December 31, 2003.

 

The New York City Market. A New York City taxicab medallion is the only permitted license to operate a taxicab and accept street hails in New York City. As reported by the TLC, individual (owner-driver) medallions sold for approximately $237,000 and corporate medallions sold for approximately $268,000 at December 31, 2003. The number of taxicab medallions is limited by law, and as a result of the limited supply of medallions, an active market for medallions has developed. The law limiting the number of medallions also stipulates that the ownership for the 12,053 medallions outstanding at December 31, 2003 shall remain divided into 5,086 individual medallions and 6,967 fleet or corporate medallions. Corporate medallions are more valuable because they can be aggregated by businesses, leased to drivers, and operated for more than one shift. New York has proposed conducting an auction to issue 900 additional medallions in equal parts over a three year period beginning in 2004. The City has also proposed a 25% fare hike to support the increased level of medallions. The floor on the auction bids is expected to be the current market values at the date of the auction, which as of March 2004 are in excess of $300,000 for a corporate medallion. Although there can be no assurances, in past auctions, the establishment of a bid floor has tended to support the existing valuation level of the medallions.

 

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

 

5


Most New York City medallion transfers are handled through approximately 32 medallion brokers licensed by the TLC. In addition to brokering medallions, these brokers also arrange for TLC documentation insurance, vehicles, meters, and financing. The Company has excellent relations with many of the most active brokers and regularly receives referrals from them. However, the Company receives most of its referrals from a small number of brokers. Brokers generated 20% of the loans originated for the year-ended December 31, 2003.

 

The Chicago Market. We estimate that Chicago medallions currently sell for approximately $60,000. Pursuant to a municipal ordinance, the number of outstanding medallions is currently capped at 6,700, which includes an additional 150 and 200 medallions that were auctioned and placed into service in July 1999 and December 2000, respectively. We estimate that the total value of all Chicago medallions and related assets is over $535,000,000.

 

The Boston Market. We estimate that Boston medallions currently sell for approximately $235,000. The number of Boston medallions had been limited by law since 1930 to 1,525 medallions. However 300 additional medallions were authorized in 1993, 75 additional medallions were auctioned and put into service in January 1999, and an additional 57 medallions were auctioned in June 2000. We estimate that the total value of all Boston medallions and related assets is over $499,000,000.

 

The Newark Market. We estimate that Newark medallions currently sell for approximately $195,000. The number of Newark medallions currently has been limited to 600 since 1950 by local law. We estimate that the total value of all Newark medallions and related assets is over $129,000,000.

 

The Cambridge Market. We estimate that Cambridge medallions currently sell for approximately $200,000. The number of Cambridge medallions has been limited to 248 since 1945 by a Cambridge city ordinance. We estimate that the total value of all Cambridge medallions and related assets is over $54,000,000.

 

COMMERCIAL LOANS

 

Commercial loans of $85,970,000 comprised 23% of the $379,159,000 net investment portfolio as of December 31, 2003. From the inception of the commercial loan business in 1987 through December 31, 2003, we have originated more than 10,000 commercial loans for an aggregate principal amount of approximately $595,376,000. The commercial loan portfolio consists of floating-rate, adjustable, and fixed-rate loans. We had increased our commercial loan activity in recent years up to 44% of net investments, primarily because of the attractive higher yielding, floating rate nature of most of this business. The outstanding balances of commercial loans grew at a compound annual rate of 11% since 1996, although balances declined during 2003 and 2002, as the Company sought to increase liquidity by selling and not renewing certain loans. The increase since 1996 has been primarily driven by internal growth through the origination of additional commercial loans. We plan to again expand our commercial loan activities by developing a more diverse borrower base, a wider geographic area of coverage, and by expanding targeted industries.

 

Commercial loans are generally secured by equipment, accounts receivable, real estate, and other assets, and have interest rates averaging 500 basis points over the prevailing prime rate. As with medallion loans, the vast majority of the principals of borrowers personally guarantee commercial loans. The aggregate realized loss of principal on commercial loans has averaged less than 1.5% per annum for the last five years.

 

Secured Mezzanine Loans

 

Through our MCI subsidiary we originate both senior and subordinated loans to businesses in a variety of industries, including radio and television stations, airport food service operations, and various manufacturing concerns. These loans are primarily secured by a second position on all assets of the businesses, range from $1,000,000 to $5,000,000, and represent approximately 29% of the commercial loan portfolio. Frequently, we receive warrants to purchase an equity interest in the borrowers of secured mezzanine loans.

 

Asset Based Loans

 

The Company originates, manages, and services asset-based loans to small businesses who require working capital credit facilities ranging from $500,000 to $3,500,000 through its MBC subsidiary. These loans represent approximately 20% of the commercial loan portfolio. The credit facilities are secured principally by the borrower’s accounts receivable, but may also be secured by inventory, machinery, equipment and/or real estate, and are personally guaranteed by the principals.

 

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Currently, our clients are mostly located in the New York metropolitan area and include manufacturers, distributors, and service organizations. We had successfully established 29 credit lines at December 31, 2003.

 

SBA Section 7(a) loans

 

The Company originates loans under the Section 7(a) program of the SBA through its BLL subsidiary. Up to 75% of the amounts of these loans are guaranteed (up to $750,000) by the federal government. These loans are secured by fixed assets and/or real estate throughout the New England and the New York metropolitan regions, and comprise approximately 19% of the commercial loan portfolio. BLL has achieved “preferred lender” status from the SBA in nine geographical districts in which it originates loans, enabling them to obtain expedited loan approval and closing from the SBA. These loans have floating interest rates tied to a spread over the prime rate. Additionally, a liquid market exists for the sale of the guaranteed portion of these loans. BLL regularly sells the guaranteed portion of the Section 7(a) loans in the secondary market and recognizes a gain on these sales. These gains are accounted for in accordance with SFAS No. 140, “Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities—a Replacement of FASB Statement No.125.” We believe that the floating-rate nature of these loans is beneficial for our interest rate risk management. Due to limitations imposed by the Company’s prior lenders, sources of liquidity were reduced for BLL, which resulted in BLL maintaining a business status quo as opposed to its previous rapid expansion. From late 2000 until mid 2003, no additional funding was provided to BLL for new business growth, and as a result, BLL reduced the scope of its operations by reducing personnel and closing offices, and funded all new loan activity and operations from its own internally generated cash flow. In mid 2003, the Company commenced funding new loan origination activity in excess of BLL’s internally generated cash flow. The Company has sold certain retained unguaranteed portions of this loan portfolio during 2003 and 2002, and may continue to do so in the future. The Company is in the process of engaging a well-known investment banking firm to analyze and investigate opportunities to maximize shareholder value, including a possible sale of part or all of the subsidiary.

 

Other Secured Commercial Loans

 

The Company originates other commercial loans that are not concentrated in any particular industry. These loans represent approximately 32% of our commercial loan portfolio. Historically this portfolio had been made up of fixed-rate loans, but substantially all business originated over the last four years has been at adjustable interest rates, generally repricing on their anniversary date. Borrowers include food service, real estate, dry cleaner, and laundromat businesses.

 

The following table displays information on the types of loans outstanding in our commercial loan portfolio at December 31, 2003.

 

     # of Loans

  

% of

Commercial

Net

Portfolio (1)


   

Average

Interest

Rate (2)


   

Principal

Balance


 

Commercial Loans

                         

Secured mezzanine

   26    29 %   13.02 %   $ 27,166,411  

Asset-based

   29    20     7.23       18,178,983  

SBA Section 7(a)

   524    19     6.93       17,539,899  

Other secured commercial

   193    32     7.58       30,201,649  
    
  

       


Total commercial loans

   772    100 %   8.98       93,086,942  
    
  

 

       

Deferred loan acquisition costs

                      740,891  

Discount on SBA section 7(a) loans

                      (998,033 )

Unrealized depreciation on loans

                      (6,859,595 )
                     


Net commercial loans

                    $ 85,970,205  
                     


 

(1) Based on principal balance outstanding
(2) Based on the contractual rates of the portfolios at December 31, 2003.

 

Portfolio Characteristics

 

Commercial loans finance either the purchase of the equipment and related assets necessary to open a new business or the purchase or improvement of an existing business. We have originated commercial loans in principal amounts ranging from $50,000 to approximately $5,000,000. These loans are generally retained and typically have maturities ranging from one to ten years and require equal monthly payments covering accrued interest and amortization of principal over a four to five year term. Substantially all loans generally may be prepaid with a fee ranging from 30 to 120 days’ interest. The term

 

7


of, and interest rate charged on, certain of our outstanding loans are subject to SBA regulations. Under SBA regulations, the maximum rate of interest permitted on loans originated by the Company is 19%. Unlike medallion loans, for which competition precludes us from charging the maximum rate of interest permitted under SBA regulations, we are able to charge the maximum rate on certain commercial loans. We believe that the increased yield on commercial loans compensates for their higher risk relative to medallion loans and further illustrates the benefits of diversification.

 

Commercial loans are generally originated at an average loan-to-value ratio of 70 to 75%. Substantially all of the commercial loans are collateralized by security interests in the assets being financed by the borrower. In addition, we have recourse against the vast majority of the principals of borrowers who personally guarantee the loans. Although personal guarantees increase the commitment of borrowers to repay their loans, there can be no assurance that the assets available under personal guarantees would, if required, be sufficient to satisfy the obligations secured by such guarantees. In certain cases, equipment vendors may provide full and partial recourse guarantees on loans.

 

INVESTMENT ACTIVITY

 

The following table sets forth the components of investment activity in the investment portfolio for the periods indicated.

 

 

     Year ended December 31,

 
     2003

    2002

    2001

 

Net investments at beginning of period

   $ 356,246,444     $ 455,595,383     $ 514,153,606  

Investments originated

     248,225,892       158,060,115       134,753,029  

Repayments of investments

     (232,171,193 )     (248,178,399 )     (190,047,004 )

Transfers from (to) other assets

     2,362,534       (9,353,121 )     —    

Net increase in unrealized appreciation (depreciation) (1) (2)

     (6,672,904 )     6,543,212       (140,477 )

Net realized gains (losses) on investments (3)

     11,688,310       (6,335,281 )     (3,015,146 )

Realized gains on sales of loans

     856,083       1,443,735       1,486,612  

Amortization of origination costs

     (1,376,641 )     (1,529,200 )     (1,595,237 )
    


 


 


Net increase (decrease) in investments

     22,912,081       (99,348,939 )     (58,558,223 )
    


 


 


Net investments at end of period

   $ 379,158,525     $ 356,246,444     $ 455,595,383  
    


 


 


 

(1) Net of unrealized depreciation related to Media of $3,932,828, $4,794,394, and $3,374,955 for the years ended December 31, 2003, 2002, and 2001.
(2) Excludes unrealized depreciation of $317,361, $128,738 and $43,093 for the years ended December 31, 2003, 2002 and 2001, respectively, related to foreclosed properties, which are carried in other assets on the consolidated balance sheet.
(3) Excludes realized losses of $161,682 for the year ended December 31, 2003 related to foreclosed properties in 2003, which are carried in other assets on the consolidated balance sheet.

 

Investment Strategy

 

Our core philosophy has been “In niches there are riches.” We try to identify markets that are profitable and where we can be an industry leader. Core lending areas include medallion lending, automobile lending (taxicabs and limousines only), asset-based financing, and SBA 7(a) guaranteed loans. Additionally, we lend to small businesses that meet our overall credit criteria of strong collateral values and personal ability to repay the debt. In all lending divisions, we focus on making secured loans to achieve favorable yield to risk profiles and below average losses. In addition to increasing market share in existing lending markets and identifying new niches, we seek to acquire specialty finance companies that make secured loans to small businesses which have experienced historically low loan losses similar to our own. Since the Company’s initial public offering in May 1996, eight specialty finance companies, three loan portfolios, and three taxicab roof top advertising companies have been acquired.

 

Marketing, Origination, and Loan Approval Process

 

We employ 32 loan originators to originate medallion and commercial loans. Each loan application is individually reviewed through analysis of a number of factors, including loan-to-value ratios, a review of the borrower’s credit history, public records, personal interviews, trade references, personal inspection of the premises, and approval from the TLC, SBA, or other regulatory body, if applicable. Each applicant is required to provide personal or corporate tax returns, premises leases, and/or property deeds. 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 and/or the Chief Credit Officer. Both medallion and commercial loans are sourced from brokers with

 

8


extensive networks of applicants, and commercial loans are also referred by contacts with banks, attorneys, and accounting firms.

 

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:

 

  Traditional outdoor advertising, such as billboards and posters;
  Transit advertising, such as taxicabs, buses, bus shelters, subway, commuter train, and airport advertising; and
  In-store point-of-sale advertising.

 

Media currently provides taxicab rooftop advertising in over 18 major cities and believes it has the leading market share in New York, Los Angeles, Philadelphia, Dallas, and Baltimore/Washington, D.C. Media’s goal is to become the leading national provider of taxicab rooftop advertising by establishing a presence in additional major US metropolitan markets. As of December 31, 2003, we had approximately 6,700 installed displays in the US, 2,600 installed displays in Japan, and 2,400 installed racks inside of taxicabs in Japan.

 

Media was organized in November 1994, and since its inception the business has grown rapidly. Generally, Media enters into agreements with taxicab associations, fleets, or individuals to lease taxicab rooftop space for five-year terms. Certain of these agreements include the payment of an upfront fee in addition to ongoing lease payments. In July 2001, Media acquired certain assets and assumed certain liabilities of Medallion Media Japan Ltd. (MMJ), a taxi advertising operation similar to those operated by Media in the US, which has advertising rights on approximately 5,000 cabs serving various cities in Japan. The terms of the agreement provide for an earn-out payment to the sellers based on average net income over the next three years. MMJ accounted for approximately 4% of Media’s consolidated revenue during 2003, compared to 11% and 8% during 2002 and 2001, respectively.

 

During the last three years, Media’s operations were constrained by a very difficult advertising environment that resulted from the September 11, 2001 terrorist attacks and a general economic downturn, compounded by the rapid expansions of tops that occurred during 1999 and 2000. Media began to recognize losses as growth in operating expenses exceeded growth in revenue. Media is actively pursuing new sales opportunities, including expansion and upgrading of the sales force, and has taken steps to reduce operating expenses, including renegotiation of fleet payments for advertising rights to better align ongoing revenues and expenses, and to maximize cash flow from operations. Media has developed an operating plan to fund only necessary operations out of available cash flow and intercompany borrowings, and to escalate its sales activities to generate new revenues. Although there can be no assurances, Media and the Company believe that this plan will enable Media to weather this downturn in the advertising cycle and maintain operations at existing levels until such time as business returns to historical levels.

 

Media attaches each display to the rooftop of a taxicab and performs all ongoing display maintenance and repair, and the display remains our property. The display serves as a platform for advertising copy, which is printed on vinyl sheets with adhesive backing, and provided to us 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 by 48 inches long, was designed to be proportionally similar to “bulletins” or “billboards” to permit advertisers to conveniently translate billboard copy into taxicab rooftop display copy. Advertising racks are attached to the interior of the passenger compartment of the taxicab and are likewise filled with promotional materials, typically provided by the advertiser.

 

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The displays are marketed to advertising agencies and outdoor advertising buying agencies. Advertising contracts generally vary from 30 days to one year, and provide for monthly payments by the advertiser. The following is a sample of Media’s advertising accounts in 2003:

 

•      Delta Airlines

•      The Container Store

•      The Gap

•      Diane Von Furstenberg

•      Rado

•      Citibank

•      Walt Disney

 

•      ABC

•      Verizon

•      Fleet Bank

•      Food Network

•      Parasuco Jeans

•      Aldo Shoes

•      Kenneth Cole

 

We believe that there are growth opportunities within our existing markets because only approximately 40% of New York City taxicabs, and less than 10% of taxicabs nationwide, have rooftop advertising. In addition, we believe that our growth will be facilitated by our reputation and relationship within the taxicab industry and because our arrangement with the taxicab owners provides them with supplemental income. The Company has recently retained a well-known investment banking firm to analyze and investigate opportunities to maximize shareholder value, including a possible sale of part or all of the subsidiary.

 

SOURCES OF FUNDS

 

Overview

 

We have historically funded our lending operations primarily through credit facilities with bank syndicates 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 our management, based upon an analysis of the respective financial and other costs and burdens associated with funding sources. Our funding strategy and interest rate risk management strategy is to have the proper structuring of debt to minimize both rate and maturity risk, while maximizing returns with the lowest cost of funding over an intermediate period of time.

 

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The table below summarizes our cash levels and borrowings as of December 31, 2003, and should be read in conjunction with Notes 4 and 5 of the consolidated financial statements.

 

     Total

 

Cash

   $ 47,676,000  

Bank loans (1)

        

Amounts outstanding

     7,583,000  

Average interest rate

     3.87 %

Maturity

     5/04-6/07  

Lines of credit (2)

   $ 250,000,000  

Amounts undisbursed

     27,064,000  

Amounts outstanding

     222,936,000  

Average interest rate

     2.54 %

Maturity

     9/05  

SBA debentures (3)