MEDALLION FINANCIAL CORP - FORM 10-K

Attached files

file	filename
EX-32.2 - SECTION 906 CFO CERTIFICATION - MEDALLION FINANCIAL CORP	dex322.htm
EX-99.1 - CERTIFICATION OF ALVIN MURSTEIN PURSUANT TO SECTION 111(B)(4) - MEDALLION FINANCIAL CORP	dex991.htm
EX-31.1 - SECTION 302 CEO CERTIFICATION - MEDALLION FINANCIAL CORP	dex311.htm
EX-21.1 - LIST OF SUBSIDIARIES OF MEDALLION FINANCIAL CORP. - MEDALLION FINANCIAL CORP	dex211.htm
EX-23.1 - CONSENT OF WEISER LLP - MEDALLION FINANCIAL CORP	dex231.htm
EX-99.2 - CERTIFICATION OF LARRY D. HALL PURSUANT TO SECTION 111(B)(4) - MEDALLION FINANCIAL CORP	dex992.htm
EX-32.1 - SECTION 906 CEO CERTIFICATION - MEDALLION FINANCIAL CORP	dex321.htm
EX-31.2 - SECTION 302 CFO CERTIFICATION - MEDALLION FINANCIAL CORP	dex312.htm
EX-12.1 - COMPUTATION OF RATIO OF DEBT TO EQUITY - MEDALLION FINANCIAL CORP	dex121.htm
EX-10.8 - NON-EMPLOYEE DIRECTOR COMPENSATION SUMMARY SHEET - MEDALLION FINANCIAL CORP	dex108.htm

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, 2009

¨	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 814-00188

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, 38^th Floor, NEW YORK, NEW YORK 10022

(Address of principal executive offices) (Zip Code)

(212) 328-2100

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act: 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 if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. YES ¨ NO x

Indicated by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act: YES ¨ NO x

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 whether the Registrant has submitted electronically and posted on its corporate web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or such shorter period that the Registrant was required to submit and post such files). YES ¨ 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 the 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 a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (check one):

Large Accelerated Filer ¨ Accelerated Filer x Non Accelerated Filer ¨ Smaller Reporting Company ¨

Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act) YES ¨ NO x

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, 2009 was $106,695,667.

The number of outstanding shares of registrant’s Common Stock, par value $0.01, as of March 11, 2010 was 17,575,877.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the registrant’s Definitive Proxy Statement for its 2010 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, 2009, are incorporated by reference into Part III of this form 10-K

MEDALLION FINANCIAL CORP.

2009 FORM 10-K ANNUAL REPORT

TABLE OF CONTENTS


PART I		3

ITEM 1. OUR BUSINESS		3

ITEM 1A. RISK FACTORS		19

ITEM 1B. UNRESOLVED STAFF COMMENTS		27

ITEM 2. PROPERTIES		27

ITEM 3. LEGAL PROCEEDINGS		27

PART II		27

ITEM 4. MARKET FOR THE REGISTRANT’S COMMON STOCK, RELATED STOCKHOLDER MATTERS, AND ISSUER PURCHASE OF EQUITY SECURITIES		27

ITEM 5. SELECTED FINANCIAL DATA		29

ITEM 6. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS		30

ITEM 6A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK		51

ITEM 7. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA		52

ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURES		52

ITEM 9A. CONTROLS AND PROCEDURES		52

ITEM 9B. OTHER INFORMATION		53

PART III		54

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE		54

ITEM 11. EXECUTIVE COMPENSATION		54

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS		54

ITEM 13. CERTAIN RELATIONSHIPS, RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE		54

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES		54

PART IV		54

ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES		54

SIGNATURES		62

CERTIFICATIONS

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

This report contains forward-looking statements relating to future events and future performance applicable to us within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, including, without limitation, statements regarding our expectations, beliefs, intentions, or future strategies that are signified by the words expects, anticipates, intends, believes, or similar language. 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 us on the date hereof, and we assume no obligation to update any forward-looking statements. We caution investors that our business and financial performance are subject to substantial risks and uncertainties.

PART I

ITEM 1.

OUR BUSINESS

We, Medallion Financial Corp. or the Company, are a specialty finance company that has a leading position in originating, acquiring, and servicing loans that finance taxicab medallions and various types of commercial businesses. A wholly-owned portfolio company of ours, Medallion Bank, also originates consumer loans for the purchase of recreational vehicles, boats, motorcycles, and trailers. Our core philosophy has been “In niches there are riches.” We try to identify markets that are profitable and where we can become an industry leader. Our investment objectives are to provide high level of distributable income, consistent with the preservation of capital, as well as long-term growth of net asset value and our stock price. We also provide other debt, mezzanine, and equity investment capital to companies in a variety of industries, consistent with our investment objectives. For additional information about our business and operations, see “Management’s Discussions and Analysis of Financial Condition and Results of Operations.”

Since 1996, the year in which we became a public company, we have increased our taxicab medallion loan portfolio at a compound annual growth rate of 7%, and our commercial loan portfolio at a compound annual growth rate of 5% (both 10% on a managed basis when combined with Medallion Bank). Since Medallion Bank acquired a consumer loan portfolio and began originating consumer loans in 2004, it has increased its consumer loan portfolio at a compound annual growth rate of 14%. Total assets under our management, which includes assets serviced for third party investors and managed by Medallion Bank, were $1,039,840,000 as of December 31, 2009 and $1,075,509,000 as of December 31, 2008, and have grown at a compound annual growth rate of 13% from $215,000,000 at the end of 1996. Since our initial public offering in 1996, we have paid dividends in excess of $144,231,000 or $9.25 per share.

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

•

Medallion Funding LLC., or Medallion Funding, a Small Business Investment Company, or SBIC, and a regulated investment company, or RIC, our primary taxicab medallion lending company;

•

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

•

Freshstart Venture Capital Corp., or Freshstart, an SBIC and a RIC, which originates and services taxicab medallion and commercial loans.

On March 26, 2009, we formed a new wholly-owned New York limited liability company subsidiary, Medallion Funding LLC. On February 26, 2010, Medallion Funding Corp. merged into Medallion Funding LLC and following the merger, Medallion Funding LLC was the surviving entity and the successor-in-interest to Medallion Funding Corp.’s business. There is no business or operational change resulting from this corporate restructuring. For federal and state tax purposes, Medallion Funding LLC will be treated as a disregarded entity. Medallion Funding LLC will not independently file any tax return, but will be subsumed in the tax return of Medallion Financial Corp. Medallion Funding LLC will maintain its status as an SBIC and a RIC.

We also conduct business through our asset-based lending division, Medallion Business Credit, an originator of loans to small businesses for the purpose of financing inventory and receivables, which prior to December 31, 2007, was a wholly-owned investment company subsidiary. On December 31, 2007, Medallion Business Credit was merged into us and ceased to exist as a separate legal entity.

In addition, we conduct business through a wholly-owned portfolio company, Medallion Bank, a bank regulated by the FDIC and the Utah Department of Financial Institutions which originates taxicab medallion, commercial, and consumer loans, raises deposits, and conducts other banking activities. Medallion Bank generally provides us with our lowest cost of funds which it raises through bank certificates of deposit issued to its customers. To take advantage of this low cost of funds, we refer a portion of our

taxicab medallion and commercial loans to Medallion Bank, which then originates these loans, which are then serviced by us. We earn referral and servicing fees for these activities. As a non-investment company, Medallion Bank is not consolidated with the Company, which is an investment company under the 1940 Act.

We are a closed-end, non-diversified management investment company under the Investment Company Act of 1940 (the 1940 Act). We have elected to be treated as a business development company under the 1940 Act. We have also elected to be treated for federal income tax purposes as a RIC under Subchapter M of the Internal Revenue Code, or the Code. As a RIC, we generally do not have to pay corporate-level federal income taxes on any net ordinary income or capital gains that we distribute to our shareholders as dividends, if we meet certain source-of-income and asset diversification requirements. Medallion Bank is not a RIC and must pay corporate-level federal income taxes.

We are managed by our executive officers under the supervision of our board of directors. As a result, we do not pay investment advisory fees, but instead we incur the operating costs associated with employing investment and portfolio management professionals. Alvin Murstein, our chairman and chief executive officer, has over 45 years of experience in the ownership, management, and financing of taxicab medallions and other commercial businesses. Andrew M. Murstein, our president, has 20 years of experience and is the third generation in his family to participate in the business.

Our Market

We provide loans to individuals and small to mid-size businesses, both directly through our investment company subsidiaries and also through Medallion Bank, in three primary markets:

•

loans that finance taxicab medallions;

•

loans that finance commercial businesses; and

•

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

The following chart shows the components of our $846,542,000 managed net investment portfolio as of December 31, 2009.


*(Dollars in thousands)*	On-Balance Sheet		Off-Balance Sheet⁽¹⁾			Total Managed Investments
Medallion loans	$	321,915	$	160,172		$	482,087
Commercial loans		77,922		71,466			149,388
Consumer loans		—		186,709			186,709
Investments in Medallion Bank and other controlled subsidiaries		72,279		(67,999	)		4,280
Investment securities		—		21,061			21,061
Equity investments		3,017		—			3,017

Net investment portfolio	$	475,133	$	371,409		$	846,542

(1)	Off-balance sheet investments are those owned by our wholly-owned unconsolidated portfolio companies, primarily Medallion Bank.

Medallion Loans

Taxi medallion loans of $321,915,000 comprised 68% of our $475,133,000 net investment portfolio as of December 31, 2009, compared to $402,964,000 or 70% of our $570,597,000 net investment portfolio as of December 31, 2008. Managed taxi medallion loans of $482,087,000 comprised 57% of our $846,542,000 managed net investment portfolio as of December 31, 2009, compared to $525,372,000 or 57% of our $922,007,000 managed net investment portfolio as of December 31, 2008. Including loans to unaffiliated investors, the total amount of medallion loans under our management was $584,394,000 as of December 31, 2009, compared to $591,413,000 as of December 31, 2008. Since 1979, we and Medallion Bank have originated, on a combined basis, approximately $1,744,132,000 in medallion loans in New York City, Chicago, Boston, Newark, Cambridge, and other cities within the United States. In addition, our management has a long history of owning, managing, and financing 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 76% of the value of the medallion loan portfolio as of December 31, 2009 and, 2008, and were 75% and 74% on a managed basis. The New York City Taxi and Limousine Commission, or TLC, estimates that the total value of all of New York City taxicab medallions and related assets exceeded $9.7 billion as of December 31, 2009. We estimate that the total value of all taxicab medallions and related assets in the US exceeded $12.2 billion as of December 31, 2009.

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 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.

The following table displays information on managed medallion loans outstanding (other than those managed for third party investors) in each of our major markets at December 31, 2009. For a presentation of only the consolidated on-balance sheet medallion loans, see the Consolidated Schedule of Investments in the consolidated financial statements on page F-31.


*(Dollars in thousands)*	# of Loans	% of Medallion Loan Portfolio ⁽¹⁾		Average Interest Rate ⁽²⁾		Principal Balance
Managed medallion loans
New York	952	75	%	5.82	%	$	362,748
Chicago	254	10		6.99			48,538
Newark	167	5		7.93			24,904
Boston	101	5		7.14			24,793
Cambridge	31	2		6.44			8,496
Other	91	3		8.90			12,508

Total managed medallion loans	1,596	100	%	6.20			481,987

Deferred loan acquisition costs							882
Unrealized depreciation on loans							(782	)

Net managed medallion loans						$	482,087

(1)	Based on principal balance outstanding at December 31, 2009.

(2)	Based on the contractual adjustable or fixed rates of the portfolios at December 31, 2009.

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 $584,000 and corporate medallions sold for approximately $775,000 as of December 31, 2009. 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 13,237 medallions outstanding as of December 31, 2009 shall remain divided into 4,876 individual medallions and 8,361 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 City auctioned 600 additional medallions during 2004, 308 during 2006, and 89 during 2008. The medallions auctioned in 2006 were restricted to hybrid fuel vehicles and wheelchair accessible vehicles. In addition, New York City auctioned an additional 63 medallions for wheelchair accessible vehicles in 2007. New York City announced a 25% fare hike to support the increased level of medallions, which took effect in the 2004 second quarter.

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

Most New York City medallion transfers are handled through approximately 24 medallion brokers licensed by the TLC. In addition to brokering medallions, these brokers also arrange for TLC documentation insurance, vehicles, meters, and financing. We have excellent relations with many of the most active brokers, and regularly receive referrals from them. Brokers generated 26% of the loans originated during 2009, and 31% for 2008. However, we receive most of our referrals from a small number of brokers.

The Chicago Market. We estimate that Chicago medallions currently sell for approximately $202,000 as of December 31, 2009. Pursuant to a municipal ordinance, the number of outstanding medallions is currently capped at 6,951. We estimate that the total value of all Chicago medallions and related assets is over $1,460,000,000 as of December 31, 2009.

The Boston Market. We estimate that Boston medallions currently sell for approximately $385,000 as of December 31, 2009. The number of Boston medallions is currently capped at 1,825. We estimate that the total value of all Boston medallions and related assets is over $727,308,000 as of December 31, 2009.

The Newark Market. We estimate that Newark medallions currently sell for approximately $320,000 as of December 31, 2009. The number of Newark medallions 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 $195,000,000 as of December 31, 2009.

The Cambridge Market. We estimate that Cambridge medallions currently sell for approximately $440,000 as of December 31, 2009. The number of Cambridge medallions is currently 257. We estimate that the total value of all Cambridge medallions and related assets is over $114,783,000 as of December 31, 2009.

Commercial Loans

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. From the inception of the commercial loan business in 1987 through December 31, 2009, we and Medallion Bank have originated more than 10,256 commercial loans for an aggregate principal amount of approximately $765,361,000. Commercial loans of $77,922,000 comprised 16% of our $475,133,000 net investment portfolio as of December 31, 2009, compared to $89,611,000 or 16% of our $570,597,000 net investment portfolio as of December 31, 2008. Managed commercial loans of $149,388,000 comprised 18% of our $846,542,000 net investment portfolio as of December 31, 2009, compared to $176,223,000 or 19% of our $922,007,000 managed net investment portfolio as of December 31, 2008. We have increased our commercial loan activity in recent years, primarily because of the attractive higher yielding, floating rate nature of most of this business. The outstanding balances of managed commercial loans have grown at a compound annual rate of 10% since 1996. The increase since 1996 has been primarily driven by internal growth through the origination of additional commercial loans. We plan to continue expanding 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, or other assets, and have interest rates averaging 946 basis points over the prevailing prime rate at year end, up from 872 basis points over prime at the end of 2008. As with medallion loans, the vast majority of the principals of borrowers personally guarantee commercial loans. The aggregate realized loss of principal on managed commercial loans has averaged 2.1% per annum for the last five years.

The following table displays information on managed commercial loans outstanding (other than those managed for third party investors) in each of our major markets at December 31, 2009. For a presentation of only the consolidated on-balance sheet commercial loans, see the Consolidated Schedule of Investments in the consolidated financial statements on page F-33.


*(Dollars in thousands)*	# of Loans	% of Commercial Loan Portfolio ⁽¹⁾		Average Interest Rate ⁽²⁾		Principal Balance
Managed commercial loans
Asset-based	39	49	%	5.77	%	$	75,323
Secured mezzanine	34	40		14.63			61,833
Other secured commercial	138	11		7.48			17,913

Total managed commercial loans	211	100	%	9.50			155,069

Deferred loan acquisition income							(131	)
Unrealized depreciation on loans							(5,550	)

Net managed commercial loans						$	149,388

(1)	Based on principal balance outstanding at December 31, 2009.

(2)	Based on the contractual rates of the portfolios at December 31, 2009.

Asset Based Loans. Through our Medallion Business Credit division, we originate, manage, and service asset-based loans to small businesses which require working capital credit facilities ranging from $300,000 to $7,500,000. Medallion Business Credit frequently refers a portion of its potential commercial loans to Medallion Bank to originate, so that we can benefit from Medallion Bank’s lower cost of funds. Additionally, from time to time, Medallion Business Credit also sells and purchases loan participations from independent third parties. Together, these loans represent approximately 49% of the managed commercial loan portfolio as of December 31, 2009 and 50% as of December 31, 2008. The commercial loans 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. Currently, our clients are mostly located in the New York metropolitan area, and include wholesale and retail trade, transportation and warehousing, and other industrial and services businesses. We had successfully established 39 commercial loans as of December 31, 2009.

Secured Mezzanine Loans. Through our subsidiary Medallion Capital, we originate both senior and subordinated loans nationwide to businesses in a variety of industries, including manufacturing and various service providers, about half of which are located in the upper Midwest and Great Lakes region, with the rest scattered across the country. These loans are primarily secured by a second position on all assets of the businesses, generally range from $1,000,000 to $5,000,000, and represent approximately 40% of our managed commercial loan portfolio as of December 31, 2009, and 36% as of December 31, 2008. Frequently, we also receive warrants to purchase an equity interest in the borrowers of secured mezzanine loans.

Other Secured Commercial Loans. We originate other commercial loans that are not concentrated in any particular industry. These loans represented approximately 11% of the managed commercial loan portfolio as of December 31, 2009, and 14% as of December 31, 2008. Historically, this portfolio had consisted of fixed-rate loans, but much of the business originated over the last five years has been at adjustable interest rates, generally repricing on their anniversary date. Borrowers include food service, retail establishments, and other industrial and services businesses.

Consumer Loans

Consumer loans are originated by Medallion Bank, a wholly-owned, unconsolidated portfolio company. Consumer loans of $186,709,000 comprised 22% of our $846,542,000 managed net investment portfolio as of December 31, 2009 and consumer loans of $186,305,000 comprised 20% of our $922,007,000 managed net investment portfolio as of December 31, 2008. The loans are collateralized by recreational vehicles, boats, motorcycles, and trailers located in all 50 states. The portfolio is serviced by a large third party servicer. We believe that Medallion Bank’s consumer loan portfolio is of acceptable credit quality given the high interest rates earned on the loans, which compensate for the higher degree of credit risk in the portfolio.

Other

As a business development company, we also provide debt, mezzanine, and equity investment capital to companies in a variety of industries. These investments may be venture capital style investments which may not be fully collateralized. This is a small, but growing portion of our business.

Our Strategy

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

Capitalize on our relationships with brokers and dealers. We are committed to establishing, building, and maintaining our relationships with our brokers and dealers. Our marketing efforts are focused on building relationships with brokers in the medallion market and dealers in the consumer market. We believe that our relationships with brokers and dealers provide us with, in addition to potential investment opportunities, other significant benefits, including an additional layer of due diligence and additional monitoring capabilities. We have assembled a management team that has developed an extensive network of broker and dealer relationships in our target market over the last 50 years. We believe that our management team’s relationships with these brokers and dealers have and will continue to provide us with significant investment opportunities. During 2009, approximately 26% of our originated investment transactions were generated by brokers and dealers.

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

Leverage the skills of our experienced management team. Our management team is led by our Chief Executive Officer, Mr. Alvin Murstein, and our President, Mr. Andrew M. Murstein. Alvin Murstein has over 45 years of experience in the ownership, management, and financing of taxicab medallions and other commercial businesses, and Andrew M. Murstein is the third generation in his family to participate in the business. The other members of our management team have broad investment backgrounds, with prior experience at specialty finance companies, middle market commercial banks, and other financial services companies. We believe that the experience and contacts of our management team will continue to allow us to effectively implement the key aspects of our business strategy.

Perform Strategic Acquisitions. In addition to increasing market share in existing lending markets and identifying new niches, we seek to acquire medallion financing businesses and related portfolios and specialty finance companies that make secured loans to small businesses which have experienced historically low loan losses similar to our own. Since our initial public offering in May 1996, eight specialty finance companies, five loan portfolios, and three taxicab rooftop advertising companies have been acquired. Our most recent acquisition was the purchase of a taxicab medallion loan portfolio by Medallion Bank in October 2008 for $25,584,000.

Investment Activity

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


	Year ended December 31,
*(Dollars in thousands)*	2009			2008			2007
Net investments at beginning of year	$	922,007		$	934,955		$	833,639
Investments originated		329,708			413,461			455,325
Repayments of investments		(365,108	)		(422,659	)		(342,102	)
Net realized gains (losses) on investments ⁽¹⁾		(15,467	)		(12,703	)		8,268
Net increase in unrealized depreciation ⁽²⁾		(9,210	)		(5,055	)		(13,005	)
Transfers to other assets/liabilities, net		(13,619	)		(8,893	)		(5,392	)
Amortization of origination costs		(1,769	)		(2,683	)		(1,778	)
Purchase of Elk Associates Funding medallion loan portfolio		—			25,584			—

Net increase (decrease) in investments		(75,465	)		(12,948	)		101,316

Net investments at end of year	$	846,542		$	922,007		$	934,955

(1)

Excludes net realized gains (losses) of ($1), $1,064, and $1,336 for the years ended December 31, 2009, 2008, and 2007, related to foreclosed properties, which are carried in other assets on the consolidated balance sheet, and $700,000 for the year ended December 31, 2007 related to the retirement of trust preferred securities.

(2)	Excludes net unrealized appreciation of $3,742, $7,273, and $6,740 for the years ended December 31, 2009, 2008, and 2007, related to foreclosed properties, which are carried in other assets on the consolidated balance sheet.

Investment Characteristics

Medallion Loans. Our medallion loan portfolio consists of mostly fixed-rate loans, collateralized by first security interests in taxicab medallions and related assets (vehicles, meters, and the like). The portfolio was originated at an approximate loan-to-value ratio range of 65-80%. We estimate that the average loan-to-value ratio of all of the medallion loans was approximately 40% as of December 31, 2009. In addition, we have recourse against a vast majority of the owners of the taxicab medallions and related assets through personal guarantees.

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 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.

Commercial Loans. We have originated commercial loans in principal amounts ranging from $50,000 to approximately $13,000,000. 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 may be prepaid with a fee ranging from 30 to 120 days’ interest. The term 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 us 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, we cannot assure you 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.

Consumer Loans. Consumer loans generally require equal monthly payments covering accrued interest and amortization of principal over a negotiated term, generally around ten years. Interest rates offered are both floating and fixed, and certain of the floating rate notes have built in caps or floors. Borrowers may prepay consumer loans without any prepayment penalty. In general, Medallion Bank has established relationships with dealers in the industry, who are the sources for most of the customers of Medallion Bank.

Marketing, Origination, and Loan Approval Process

We employ 23 loan originators to originate medallion, commercial, and consumer 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 medallion and commercial loan 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 extensive networks of applicants, and commercial loans are also referred by contacts with banks, attorneys, and accounting firms. Consumer loans are primarily sourced through relationships which have been established with recreational vehicle and boat dealers throughout our market area.

Sources of Funds

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

The table below summarizes our cash levels and borrowings as of December 31, 2009, and amounts outstanding under credit facilities and their respective end of period weighted average interest rates at December 31, 2009. See note 5 to the consolidated financial statements for additional information about each credit facility.


Consolidated sources of funds *(Dollars in thousands)*	Total
Cash and cash equivalents	$	33,401
Bank loans		72,867
Amounts undisbursed		8,957
Amounts outstanding		63,910
Average interest rate		4.48	%
Maturity		5/10-11/12
Preferred securities	$	33,000
Average interest rate		7.68	%
Maturity		9/37
Lines of credit	$	235,000
Amounts undisbursed		37,638
Amounts outstanding		197,362
Average interest rate		1.32	%
Maturity		5/10-12/13
Margin loan	$	—
Average interest rate		—
Maturity		N/A
SBA debentures	$	96,750
Amounts undisbursed		8,500
Amounts outstanding		88,250
Average interest rate		6.09	%
Maturity		9/11-3/19

Total cash and cash equivalents and amounts remaining undisbursed under credit facilities	$	88,496

Total debt outstanding	$	382,522

Medallion bank sources of funds
Cash	$	13,340
Deposits		371,719
Average interest rate		1.85	%
Maturity		1/10-12/12

Total cash and amounts remaining undisbursed under credit facilities, including Medallion Bank	$	101,836

Total debt outstanding, including Medallion Bank	$	784,241

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

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Originating adjustable rate loans;

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Incurring fixed-rate debt; and

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Purchasing interest rate caps to hedge a portion of variable-rate debt against increases in interest rates.

Nevertheless, we accept varying degrees of interest rate risk depending on market conditions. For additional discussion of our funding sources and asset liability management strategy, see Asset/Liability Management on page 45.

Competition

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

Employees

As of December 31, 2009 we employed 124 persons, including 31 at our Medallion Bank subsidiary. We believe that relations with all of our employees are good.

CERTAIN US FEDERAL INCOME TAX CONSIDERATIONS

The following discussion is a general summary of the material US federal income tax considerations applicable to us and to an investment in shares of our common stock. This summary does not purport to be a complete description of the income tax considerations applicable to such an investment. For example, we have not described tax consequences that we assume to be generally known by investors or certain considerations that may be relevant to certain types of holders subject to special treatment under US federal income tax laws, including shareholders subject to the alternative minimum tax, tax-exempt organizations, insurance companies, dealers in securities, pension plans and trusts, and financial institutions. This summary assumes that investors hold our common stock as capital assets (within the meaning of the Code). The discussion is based upon the Code, Treasury regulations, and administrative and judicial interpretations, each as of the date of this annual report and all of which are subject to change, possibly retroactively, which could affect the continuing validity of this discussion. We have not sought and will not seek any ruling from the Internal Revenue Service, or the IRS, regarding an investment in our common stock. This summary does not discuss any aspects of US estate or gift tax; or foreign, state, or local tax. It does not discuss the special treatment under US federal income tax laws that could result if we invested in tax-exempt securities or certain other investment assets.

A “US shareholder” is a beneficial owner of shares of our common stock that is for US federal income tax purposes:

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a citizen or individual resident of the United States;

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a corporation, or other entity treated as a corporation for US federal income tax purposes, created or organized in or under the laws of the US or any state thereof or the District of Columbia; or

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a trust or an estate, the income of which is subject to US federal income taxation regardless of its source.

A “non-US shareholder” is a beneficial owner of shares of our common stock that is not a US shareholder.

If a partnership (including an entity treated as a partnership for US federal income tax purposes) holds shares of our common stock, the tax treatment of a partner in the partnership will generally depend upon the status of the partner and the activities of the partnership. A prospective shareholder that is a partner of a partnership holding shares of our common stock should consult its tax advisors with respect to the purchase, ownership, and disposition of shares of our common stock.

Tax matters are very complicated and the tax consequences to an investor of an investment in our shares will depend on the facts of his, her, or its particular situation. We encourage investors to consult their own tax advisors regarding the specific consequences of such an investment, including tax reporting requirements, the applicability of federal, state, local, and foreign tax laws, eligibility for the benefits of any applicable tax treaty and the effect of any possible changes in the tax laws.

Election to be Taxed as a RIC

As a business development company, we have elected to be treated as a RIC under Subchapter M of the Code. As a RIC, we generally will not have to pay corporate-level federal income taxes on any ordinary income or capital gains that we distribute to our shareholders as dividends. To qualify as a RIC, we must, among other things, meet certain source-of-income and asset diversification requirements (as described below). In addition, to obtain RIC tax treatment we must distribute to our shareholders, for each taxable year, at least 90% of our “investment company taxable income,” which is generally our ordinary income plus the excess of realized net short-term capital gains over realized net long-term capital losses, or the Annual Distribution Requirement.

Taxation as a RIC

If we:

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qualify as a RIC; and

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satisfy the Annual Distribution Requirement;

then we will not be subject to federal income tax on the portion of our investment company taxable income and net capital gain ( i.e. , net long-term capital gains in excess of net short-term capital losses) we distribute to shareholders. We will be subject to US federal income tax at the regular corporate rates on any income or capital gain not distributed (or deemed distributed) to our shareholders.

We will be subject to a 4% nondeductible federal excise tax on certain undistributed income of RICs unless we distribute in a timely manner an amount at least equal to the sum of (1) 98% of our ordinary income for each calendar year, (2) 98% of our capital

gain net income for the one-year period ending October 31 in that calendar year, and (3) any income realized, but not distributed, in preceding years, or the Excise Tax Avoidance Requirement. We currently intend to make sufficient distributions each taxable year to satisfy the Excise Tax Avoidance Requirement.

In order to qualify as a RIC for federal income tax purposes, we must, among other things:

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qualify to be treated as a business development company under the 1940 Act at all times during each taxable year;

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derive in each taxable year at least 90% of our gross income from dividends, interest, payments with respect to certain securities loans, gains from the sale of stock or other securities, or other income derived with respect to our business of investing in such stock or securities, and net income derived from interests in “qualified publicly traded partnerships” (i.e., partnerships that are traded on an established securities market or tradable on a secondary market, other than partnerships that derive 90% of their income from interest, dividends, capital gains, and other traditional permitted mutual fund income) or the 90% Income Test; and

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diversify our holdings so that at the end of each quarter of the taxable year:

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at least 50% of the value of our assets consists of cash, cash equivalents, US Government securities, securities of other RICs, and other securities if such other securities of any one issuer do not represent more than 5% of the value of our assets or more than 10% of the outstanding voting securities of the issuer; and

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no more than 25% of the value of our assets is invested in the securities, other than US Government securities or securities of other RICs, of one issuer or of two or more issuers that are controlled, as determined under applicable tax rules, by us and that are engaged in the same or similar or related trades or businesses or in the securities of one or more qualified publicly traded partnerships, or the Diversification Tests.

We may be required to recognize taxable income in circumstances in which we do not receive cash. For example, if we hold debt obligations that are treated under applicable tax rules as having original issue discount (such as debt instruments with payment-in-kind interest or, in certain cases, increasing interest rates or issued with warrants), we must include in income each year a portion of the original issue discount that accrues over the life of the obligation, regardless of whether cash representing such income is received by us in the same taxable year. Because any original issue discount accrued will be included in our investment company taxable income for the year of accrual, we may be required to make a distribution to our shareholders in order to satisfy the Annual Distribution Requirement, even though we will not have received any corresponding cash amount.

Gain or loss realized by us from warrants acquired by us as well as any loss attributable to the lapse of such warrants generally will be treated as capital gain or loss. Such gain or loss generally will be long-term or short-term, depending on how long we held a particular warrant.

We are authorized to borrow funds and to sell assets in order to satisfy distribution requirements. However, under the 1940 Act, we are not permitted to make distributions to our shareholders while our debt obligations and other senior securities are outstanding unless certain “asset coverage” tests are met. See “Regulation—Senior Securities.” Moreover, our ability to dispose of assets to meet our distribution requirements may be limited by (1) the illiquid nature of our portfolio and/or (2) other requirements relating to our status as a RIC, including the diversification tests. If we dispose of assets in order to meet the Annual Distribution Requirement or the Excise Tax Avoidance Requirement, we may make such dispositions at times that, from an investment standpoint, are not advantageous.

If we fail to satisfy the Annual Distribution Requirement or otherwise fail to qualify as a RIC in any taxable year, we will be subject to tax in that year on all of our taxable income, regardless of whether we make any distributions to our shareholders. In that case, all of our income will be subject to corporate-level federal income tax, reducing the amount available to be distributed to our shareholders. In contrast, assuming we qualify as a RIC, our corporate-level federal income tax should be substantially reduced or eliminated. See “Election to be Taxed as a RIC” above.

The remainder of this discussion assumes that we qualify as a RIC and have satisfied the Annual Distribution Requirement.

Taxation of US Shareholders

Distributions by us generally are taxable to US shareholders as ordinary income or capital gains. Distributions of our “investment company taxable income” (which is, generally, our ordinary income plus realized net short-term capital gains in excess of realized net long-term capital losses) will be taxable as ordinary income to US shareholders to the extent of our current or accumulated earnings and profits, whether paid in cash or reinvested in additional common stock. To the extent such distributions paid by us to non-corporate shareholders (including individuals) are attributable to dividends from US corporations and certain qualified foreign corporations, such distributions generally will be eligible for a maximum tax rate of 15% for taxable years beginning before January 1, 2011.

In this regard, it is anticipated that distributions paid by us will generally not be attributable to dividends and, therefore, generally will not qualify for the 15% maximum rate. Distributions of our net capital gains (which is generally our realized net long-term capital gains in excess of realized net short-term capital losses) properly designated by us as “capital gain dividends” will be taxable to a US shareholder as long-term capital gains (currently at a maximum rate of 15% in the case of individuals, trusts, or estates), regardless of the US shareholder’s holding period for his, her, or its common stock, and regardless of whether paid in cash or reinvested in additional common stock. Distributions in excess of our earnings and profits first will reduce a US shareholder’s adjusted tax basis in such shareholder’s common stock and, after the adjusted basis is reduced to zero, will constitute capital gains to such US shareholder.

Although we currently intend to distribute any long-term capital gains at least annually, we may in the future decide to retain some or all of our long-term capital gains, but designate the retained amount as a “deemed distribution.” In that case, among other consequences, we will pay tax on the retained amount, each US shareholder will be required to include his, her, or its share of the deemed distribution in income as if it had been actually distributed to the US shareholder, and the US shareholder will be entitled to claim a credit equal to his, her, or its allocable share of the tax paid thereon by us. The amount of the deemed distribution net of such tax will be added to the US shareholder’s tax basis for his, her, or its common stock. Since we expect to pay tax on any retained capital gains at our regular corporate tax rate, and since that rate is in excess of the maximum rate currently payable by individuals on long-term capital gains, the amount of tax that individual shareholders will be treated as having paid and for which they will receive a credit will exceed the tax they owe on the retained net capital gain. Such excess generally may be claimed as a credit against the US shareholder’s other federal income tax obligations or may be refunded to the extent it exceeds a shareholder’s liability for federal income tax. A shareholder that is not subject to federal income tax or otherwise required to file a federal income tax return would be required to file a federal income tax return on the appropriate form in order to claim a refund for the taxes we paid. In order to utilize the deemed distribution approach, we must provide written notice to our shareholders prior to the expiration of 60 days after the close of the relevant taxable year. We cannot treat any of our investment company taxable income as a “deemed distribution.”

For purposes of determining (1) whether the Annual Distribution Requirement is satisfied for any year and (2) the amount of capital gain dividends paid for that year, we may, under certain circumstances, elect to treat a dividend that is paid during the following taxable year as if it had been paid during the taxable year in question. If we make such an election, the US shareholder will still be treated as receiving the dividend in the taxable year in which the distribution is made. However, any dividend declared by us in October, November, or December of any calendar year, payable to shareholders of record on a specified date in such a month and actually paid during January of the following year, will be treated as if it had been received by our US shareholders on December 31 of the year in which the dividend was declared.

If an investor purchases shares of our common stock shortly before the record date of a distribution, the price of the shares will include the value of the distribution and the investor will be subject to tax on the distribution even though it represents a return of his, her, or its investment.

A shareholder generally will recognize taxable gain or loss if the shareholder sells or otherwise disposes of his, her, or its shares of our common stock. Any gain arising from such sale or disposition generally will be treated as capital gain or loss if the shareholder has held his, her or its shares for more than one year. Otherwise, it would be classified as short-term capital gain or loss. However, any capital loss arising from the sale or disposition of shares of our common stock held for six months or less will be treated as long-term capital loss to the extent of the amount of capital gain dividends received, or undistributed capital gain deemed received, with respect to such shares. In addition, all or a portion of any loss recognized upon a disposition of shares of our common stock may be disallowed if other shares of our common stock are purchased (whether through reinvestment of distributions or otherwise) within 30 days before or after the disposition.

In general, individual and other non-corporate US shareholders currently are subject to a maximum federal income tax rate of 15% on their net capital gain, i.e., the excess of realized net long-term capital gain over realized net short-term capital loss for a taxable year, including a long-term capital gain derived from an investment in our shares. Such rate is lower than the maximum rate on ordinary income currently payable by individuals. Corporate US shareholders currently are subject to federal income tax on net capital gain at the maximum 35% rate also applied to ordinary income. Non-corporate shareholders with net capital losses for a year (i.e., capital losses in excess of capital gains) generally may deduct up to $3,000 of such losses against their ordinary income each year; any net capital losses of a non-corporate shareholder in excess of $3,000 generally may be carried forward and used in subsequent years as provided in the Code. Corporate shareholders generally may not deduct any net capital losses against ordinary income for a year, but may carryback such losses for three years or carry forward such losses for five years.

We will send to each of our US shareholders, as promptly as possible after the end of each calendar year, a notice detailing, on a per share basis, the amounts includible in such US shareholder’s taxable income for such year as ordinary income and as long-term capital gain. In addition, the federal tax status of each year’s distributions generally will be reported to the IRS (including the amount of dividends, if any, eligible for the 15% maximum rate). Distributions may also be subject to additional state, local, and foreign taxes depending on a US shareholder’s particular situation. Dividends distributed by us generally will not be eligible for the dividends-received deduction or the 15% maximum rate applicable to qualifying dividends.

We may be required to withhold federal income tax (“backup withholding”) currently at a rate of 28% from all taxable distributions to any non-corporate US shareholder (1) who fails to furnish us with a correct taxpayer identification number or a certificate that such shareholder is exempt from backup withholding, or (2) with respect to whom the IRS notifies us that such shareholder has failed to properly report certain interest and dividend income to the IRS and to respond to notices to that effect. An individual’s taxpayer identification number is his or her social security number. Any amount withheld under backup withholding is allowed as a credit against the US shareholder’s federal income tax liability and may entitle such shareholder to a refund, provided that proper information is timely provided to the IRS.

Taxation of Non-US Shareholders

Whether an investment in our common stock is appropriate for a non-US shareholder will depend upon that person’s particular circumstances. An investment in our common stock by a non-US shareholder may have adverse tax consequences. Non-US shareholders should consult their tax advisers before investing in our common stock.

Dividends paid by us to non-US shareholders are generally subject to withholding at a 30% rate or a reduced rate specified by an applicable income tax treaty to the extent derived from investment income and short-term capital gains. In order to obtain a reduced rate of withholding, a non-US shareholder will be required to provide an IRS Form W-8BEN certifying its entitlement to benefits under a treaty. The withholding tax does not apply to regular dividends paid to a non-US shareholder who provides a Form W-8ECI, certifying that the dividends are effectively connected with the non-US shareholder’s conduct of a trade or business within the United States. Instead, the effectively connected dividends will be subject to regular US income tax as if the non-US shareholder were a US shareholder. A non-US corporation receiving effectively connected dividends may also be subject to additional “branch profits tax” imposed at a rate of 30% (or lower treaty rate). A non-US shareholder who fails to provide an IRS Form W-8BEN or other applicable form may be subject to backup withholding at the appropriate rate.

In general, US federal withholding tax will not apply to any gain or income realized by a non-US shareholder in respect of any distributions of net long-term capital gains over net short-term capital losses, exempt-interest dividends, or upon the sale or other disposition of shares of our common stock.

For taxable years beginning before January 1, 2008, properly-designated dividends are generally exempt from US federal withholding tax where they (i) are paid in respect of our “qualified net interest income” (generally, our US source interest income, other than certain contingent interest and interest from obligations of a corporation or partnership in which we are at least a 10% shareholder, reduced by expenses that are allocable to such income) or (ii) are paid in respect of our “qualified short-term capital gains” (generally, the excess of our net short-term capital gain over our long-term capital loss for such taxable year). However, depending on our circumstances, we may designate all, some or none of its potentially eligible dividends as such qualified net interest income or as qualified short-term capital gains, and/or treat such dividends, in whole or in part, as ineligible for this exemption from withholding. In order to qualify for this exemption from withholding, a non-US shareholder will need to comply with applicable certification requirements relating to its non-US status (including, in general, furnishing an IRS Form W-8BEN or substitute Form). In the case of shares held through an intermediary, the intermediary may withhold even if we designate the payment as qualified net interest income or qualified short-term capital gain. Non-US shareholders should contact their intermediaries with respect to the application of these rules to their accounts.

Non-US persons should consult their own tax advisors with respect to the US federal income tax and withholding tax, and state, local, and foreign tax consequences of an investment in the shares.

Failure to Qualify as a RIC

If we were unable to qualify for treatment as a RIC, we would be subject to tax on all of our taxable income at regular corporate rates. We would not be able to deduct distributions to shareholders, nor would they be required to be made. Distributions would generally be taxable to our shareholders as ordinary dividend income eligible for the 15% maximum rate for taxable years beginning before 2011 to the extent of our current and accumulated earnings and profits for federal tax purposes. Subject to certain limitations under the Code, corporate distributees would be eligible for the dividends received deduction. Distributions in excess of our current and accumulated earnings and profits would be treated first as a return of capital to the extent of the shareholder’s tax basis, and any remaining distributions would be treated as a capital gain.

GOVERNMENT REGULATION

Regulation under the 1940 Act

We have elected to be treated as a business development company under the 1940 Act. The 1940 Act contains prohibitions and restrictions relating to transactions between business development companies and their affiliates (including any investment advisers or sub-advisers), principal underwriters and affiliates of those affiliates or underwriters, and requires that a majority of the directors be persons other than “interested persons,” as that term is defined in the 1940 Act. In addition, the 1940 Act provides that we may not change the nature of our business so as to cease to be, or to withdraw our election as, a business development company unless approved by a majority of our outstanding voting securities voting as a class.

Qualifying Assets

Under the 1940 Act, a business development company may not acquire any asset other than assets of the type listed in Section 55(a) of the 1940 Act, which are referred to as qualifying assets, unless, at the time the acquisition is made, qualifying assets represent at least 70% of the company’s total assets. The principal categories of qualifying assets relevant to our business are the following:

(1) Securities purchased in transactions not involving any public offering from the issuer of such securities, which issuer (subject to certain limited exceptions) is an eligible portfolio company, or from any person who is, or has been during the preceding 13 months, an affiliated person of an eligible portfolio company, or from any other person, subject to such rules as may be prescribed by the SEC. 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 US;

(b) is not an investment company (other than a small business investment company wholly owned by the business development company) or a company that would be an investment company but for certain exclusions under the 1940 Act; and

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does not have any class of securities listed on a national securities exchange, or has a class of securities listed on a national securities exchange, but has an aggregate market value of outstanding voting and non-voting common equity of less than $250,000,000;

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is controlled by a business development company or a group of companies including a business development company and the business development company has an affiliated person who is a director of the eligible portfolio company; or

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is a small and solvent company having total assets of not more than $4 million and capital and surplus of not less than $2 million.

(2) Securities of any eligible portfolio company which we control.

(3) Securities purchased in transactions not involving any public offering from a US issuer that is not an investment company or from an affiliated person of the issuer, or in transactions incident thereto, if the issuer is in bankruptcy and subject to reorganization or if the issuer, immediately prior to the purchase of its securities was unable to meet its obligations as they came due without material assistance other than conventional lending or financing arrangements.

(4) Securities of an eligible portfolio company purchased from any person in a private transaction if there is no ready market for such securities and we already own at least 60% of the outstanding equity of the eligible portfolio company.

(5) Securities received in exchange for or distributed on or with respect to securities described in (1) through (4) above, or pursuant to the exercise of warrants or rights relating to such securities.

(6) Cash, cash equivalents, US Government securities or high-quality debt securities maturing in one year or less from the time of investment.

(7) Securities issued by a company that met the definition of eligible portfolio company at the time of our initial investment but subsequently does not meet the definition because the company no longer meets the definition set forth above.

Managerial Assistance to Portfolio Companies

In addition, a business development company must have been organized and have its principal place of business in the US and must be operated for the purpose of making investments in the types of securities described in (1), (2), or (3) above. However, in order to count portfolio securities as qualifying assets for the purpose of the 70% test, the business development company must either control the issuer of the securities or must offer to make available to the issuer of the securities (other than small and solvent companies described above) 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 such managerial assistance. Making available managerial assistance means, among other things, any arrangement whereby the business development company, through its directors, officers, or employees, offers to provide, and, if accepted, does so provide, significant guidance and counsel concerning the management, operations, or business objectives and policies of a portfolio company.

Temporary Investments

Pending investment in other types of “qualifying assets,” as described above, our investments may consist of cash equivalents, US government securities, or high-quality debt securities maturing in one year or less from the time of investment, which we refer to, collectively, as temporary investments, so that 70% of our assets are qualifying assets. Typically, we will invest in US Treasury bills or in repurchase agreements, provided that such agreements are fully collateralized by cash or securities issued by the US government or its agencies. A repurchase agreement involves the purchase by an investor, such as us, of a specified security and the simultaneous agreement by the seller to repurchase it at an agreed-upon future date and at a price which is greater than the purchase price by an amount that reflects an agreed-upon interest rate. There is no percentage restriction on the proportion of our assets that may be invested in such repurchase agreements.

Senior Securities

We are permitted, under specified conditions, to issue multiple classes of indebtedness and one class of stock senior to our common stock if our asset coverage, as defined in the 1940 Act, is at least equal to 200% immediately after each such issuance. In addition, while any senior securities remain outstanding, we must make provisions to prohibit any distribution to our shareholders or the repurchase of such securities or shares unless we meet the applicable asset coverage ratios at the time of the distribution or repurchase. We may also borrow amounts up to 5% of the value of our total assets for temporary or emergency purposes without regard to full asset coverage requirements. In addition to the 1940 Act, we are subject to two exemptive orders which govern how we calculate our senior securities. For a discussion of the risks associated with leverage, see “Risk Factors—Risks Relating to Our Business and Structure—Regulations governing our operation as a business development company will affect our ability to, and the way in which we raise additional capital.”

Regulation by the SBA

Medallion Funding, Medallion Capital, and Freshstart each operate as Small Business Investment Companies, or SBIC’s. The SBIA authorizes the organization of SBIC’s as vehicles for providing equity capital, long term financing, and management assistance to small business concerns. The SBIA and the SBA regulations define a “small business concern” as a business that is independently owned and operated, which does not dominate its field of operation, and which (i) has a net worth, together with any affiliates, of $18.0 million or less and average annual net income after US federal income taxes for the preceding two years of $6.0 million or less (average annual net income is computed without the benefit of any carryover loss), or (ii) satisfies alternative criteria under SBA regulations that focus on the industry in which the business is engaged and the number of persons employed by the business or its gross revenues. In addition, at the end of each year, at least 20% of the total amount of loans made after April 25, 1994 must be made in “smaller businesses” which have a net worth of $6.0 million or less, and average net income after federal income taxes for the preceding two years of $2.0 million or less. SBA regulations also prohibit an SBIC from providing funds to a small business concern for certain purposes, such as relending and reinvestment.

Medallion Funding is authorized to make loans to borrowers other than disadvantaged businesses (that is, businesses that are at least 50% owned, and controlled, and managed, on a day to day basis, by a person or persons whose participation in the free enterprise system is hampered because of social or economic disadvantage) if, at the time of the loan, Medallion Funding has in its portfolio outstanding loans to disadvantaged businesses with an aggregate cost basis equal to or exceeding the value of the unamortized repurchase discount under the preferred stock repurchase agreement between Medallion Funding and the SBA, which is currently zero.

Under current SBA Regulations, the maximum rate of interest that Medallion Funding may charge may not exceed the higher of (i) 19% or (ii) the sum of (a) the higher of (i) that company’s weighted average cost of qualified borrowings, as determined under SBA Regulations, or (ii) the current SBA debenture rate, plus (b) 11%, rounded to the next lower eighth of one percent. As of December 31, 2009, the maximum rate of interest permitted on loans originated by the Medallion Funding, Medallion Capital, and Freshstart was 19%. As of December 31, 2009, our outstanding medallion loans had a weighted average rate of interest 6.23% and our outstanding commercial loans had a weighted average rate of interest of 12.24%. Current SBA regulations also require that each loan originated by an SBIC has a term between one and 20 years; loans to disadvantaged businesses also may be for a minimum term of one year.

The SBA restricts the ability of SBICs to repurchase their capital stock, to retire their SBA debentures, and to lend money to their officers, directors, and employees, or invest in affiliates thereof. The SBA also prohibits, without prior SBA approval, a “change of control” or transfers which would result in any person (or group of persons acting in concert) owning 10% or more of any class of capital stock of an SBIC. A “change of control” is any event which would result in the transfer of the power, direct or indirect, to direct the management and policies of an SBIC, whether through ownership, contractual arrangements, or otherwise.

Under SBA Regulations, without prior SBA approval, loans by licensees with outstanding SBA leverage to any single small business concern may not exceed 20% of an SBIC’s regulatory capital, as defined. Under the terms of the respective conversion agreements with the SBA, however, Medallion Funding is authorized to make loans to disadvantaged borrowers in amounts not exceeding 30% of its respective regulatory capital.

SBICs must invest idle 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 US with a term of 15 months or less and deposits maturing in one year or less issued by an institution insured by the FDIC. These permitted investments must be maintained in (i) direct obligations of, or obligations guaranteed as to principal and interest by, the US, which mature within 15 months from the date of the investment; (ii) repurchase agreements with federally insured institutions with a maturity of seven days or less if the securities underlying the repurchase agreements are direct obligations of, or obligations guaranteed as to principal and interest by the US, and such securities must be maintained in a custodial account in a federally insured institution; (iii) certificates of deposit with a maturity of one year or less, issued by a federally insured institution; (iv) a deposit account in a federally insured institution, subject to withdrawal restriction of one year or less; (v) a checking account in a federally insured institution; or (vi) a reasonable petty cash fund.

SBICs may purchase voting securities of small business concerns in accordance with SBA regulations. Although prior regulations prohibited an SBIC from controlling a small business concern except in limited circumstances, new regulations adopted by the SBA on October 22, 2002 (pursuant to Public Law 106-554) now allow an SBIC to exercise control over a small business for a period of seven years from the date on which the SBIC initially acquires its control position. This control period may be extended for an additional period of time with the SBA’s prior written approval.

Regulation of Medallion Bank as an Industrial Bank

In May 2002, we formed Medallion Bank, which received approval from the FDIC for federal deposit insurance in October 2003. Medallion Bank, a Utah-chartered industrial bank, is a depository institution subject to regulatory oversight and examination by both the FDIC and the Utah Department of Financial Institutions. Under its banking charter, Medallion Bank is empowered to make consumer and commercial loans, and may accept all FDIC-insured deposits other than demand deposits (checking accounts). The creation of Medallion Bank allows us to apply stable and low-cost bank deposit funding for key lending business activities throughout our business.

Medallion Bank is subject to certain federal laws that restrict and control its ability to extend credit and provide or receive services between affiliates. In addition, the FDIC has regulatory authority to prohibit Medallion Bank from engaging in any unsafe or unsound practice in conducting its business.

Medallion Bank is further subject to capital adequacy guidelines issued by the Federal Financial Institutions Examination Council, or the FFIEC. These guidelines make regulatory capital requirements more sensitive to differences in risk profiles among banking organizations and consider off-balance sheet exposures in determining capital adequacy. Under the rules and regulations of the FFIEC, at least half of a bank’s total capital is required to be Tier I capital, comprised of common equity, retained earnings and a limited amount of non-cumulative perpetual preferred stock. The remaining capital, Tier II capital, may consist of other preferred stock, certain hybrid debt/equity instruments, a limited amount of term-subordinated debt, or a limited amount of the reserve for possible credit losses. The FFIEC has also adopted minimum leverage ratios for banks, which are calculated by dividing Tier I capital by total average assets. Recognizing that the risk-based capital standards address only credit risk, and not interest rate, liquidity, operational, or other risks, many banks are expected to maintain capital in excess of the minimum standards.

In addition, pursuant to provisions of the FDIC Improvement Act of 1991, or FDICIA, and related regulations with respect to prompt corrective action, FDIC-insured institutions such as Medallion Bank may only accept brokered deposits without FDIC permission if they meet specified capital standards, and are subject to restrictions with respect to the interest they may pay on deposits unless they are well-capitalized. To be well-capitalized under the prompt corrective action provisions, a bank must have a ratio of combined Tier I and Tier II capital to risk-weighted assets of not less than 10%, Tier I capital to risk-weighted assets of not less than 6%, and a Tier I to average assets of not less than 5%.

We, the FDIC, and Medallion Bank have agreed that the capital levels of Medallion Bank will at all times meet or exceed the levels required for Medallion Bank to be considered well-capitalized under the FDIC rules and regulations, that Medallion Bank’s Tier I capital to total assets ratio will be maintained at not less than 15%, and that Medallion Bank will maintain an adequate allowance for loan and lease losses.

Sections 23A and 23B of the Federal Reserve Act and applicable regulations also impose restrictions on Medallion Bank. These restrictions limit the transfer of funds by a depository institution to certain of its affiliates, including us, in the form of loans, extensions of credit, investments, or purchases of assets. Sections 23A and 23B also require generally that the depository institution’s transactions with its affiliates be on terms no less favorable to Medallion Bank than comparable transactions with unrelated third parties.

The USA Patriot Act and the International Money Laundering Abatement and Anti-Terrorist Financing Act of 2001, or the Patriot Act, was enacted on October 26, 2001, and is intended to detect and prosecute terrorism and international money laundering. The Patriot Act establishes new standards for verifying customer identification incidental to the opening of new accounts. Medallion Bank has undertaken appropriate measures to comply with the Patriot Act and associated regulations. Other provisions of the Patriot Act provide for special information sharing procedures governing communications with the government and other financial institutions with respect to suspected terrorists and money laundering activity, and enhancements to suspicious activity reporting, including electronic filing of suspicious activity reports over a secure filing network.

Other

We may also be prohibited under the 1940 Act from knowingly participating in certain transactions with our affiliates without the prior approval of our board of directors who are not interested persons and, in some cases, prior approval by the SEC.

We will be periodically examined by the SEC for compliance with the 1940 Act.

We are required to provide and maintain a bond issued by a reputable fidelity insurance company to protect us against larceny and embezzlement. Furthermore, as a business development company, we are prohibited from protecting any director or officer against any liability to us or our shareholders arising from willful misfeasance, bad faith, gross negligence, or reckless disregard of the duties involved in the conduct of such person’s office.

We have adopted and implemented written policies and procedures reasonably designed to prevent violation of the federal securities laws, and intend to review these policies and procedures annually for their adequacy and the effectiveness of their implementation. We have designated a chief compliance officer to be responsible for administering our policies and procedures.

Compliance with the Sarbanes-Oxley Act of 2002 and NASDAQ Corporate Governance Regulations

The Sarbanes-Oxley Act of 2002, or the Sarbanes-Oxley Act, imposes a wide variety of regulatory requirements on publicly-held companies and their insiders. Many of these requirements affect us. The Sarbanes-Oxley Act has required us to review our policies and procedures to determine whether we comply with the Sarbanes-Oxley Act and the new regulations promulgated thereunder. We will continue to monitor our compliance with all future regulations that are adopted under the Sarbanes-Oxley Act and will take actions necessary to ensure that we are in compliance therewith.

In addition, NASDAQ has adopted or is in the process of adopting corporate governance changes to its listing standards. We believe we are in compliance with such corporate governance listing standards. We will continue to monitor our compliance with all future listing standards and will take actions necessary to ensure that we are in compliance therewith.

AVAILABLE INFORMATION

Our corporate website is located at www.medallion.com. We make copies of our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and any amendment to those reports filed with or furnished to the SEC available to investors on or through our website free of charge as soon as reasonably practicable after we electronically file them with or furnish them to the SEC. Our SEC filings can be found in the For Investors section of our website, the address of which is http://www.medallion.com/investors.htm. Our Code of Ethical Conduct and Insider Trading Policy can be located in the Corporate Governance section of our website at http://www.medallion.com/investors_governance.htm. These documents, as well as our SEC filings are available in print to any stockholder who requests a copy from our Secretary.

ITEM 1A.

RISK FACTORS

Risks Relating to Our Business and Structure

We are currently in a period of capital markets disruption and severe recession and we do not expect these conditions to improve in the near future.

The current market conditions have materially and adversely affected the debt and equity capital markets in the United States, which could have a negative impact on our business and operations. The US capital markets have been experiencing extreme volatility and disruption for more than 24 months as evidenced by a lack of liquidity in the debt capital markets, significant write-offs in the financial services sector, the repricing of credit risk in the broadly syndicated credit market and the failure of major financial institutions. These events have contributed to worsening general economic conditions that are materially and adversely impacting the broader financial and credit markets and reducing the availability of credit and equity capital for the markets as a whole and financial services firms in particular. We believe that the US economy is experiencing a prolonged recession, and forecasts for 2010 generally call for a continuation of the economic recession. As a result, we believe these conditions may continue for a prolonged period of time or worsen in the future. A prolonged period of market illiquidity will continue to have an adverse effect on our business, financial condition, and results of operations. Unfavorable economic conditions also could increase our funding costs, limit our access to the capital markets or result in a decision by lenders not to extend credit to us. Equity capital may be difficult to raise because, subject to some limited exceptions, we generally are not able to issue and sell our common stock at a price below net asset value per share. In addition, the debt capital that will be available, if at all, may be at a higher cost and on less favorable terms and conditions.

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

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

In addition, based on current market conditions, we believe Citibank may not extend the credit facility beyond its current maturity date in May 2010, and as a result, it was paid off in full in March 2010. We are actively seeking additional sources of liquidity, including sources of liquidity to repay our borrowings under the Citibank facility; however, given current market conditions, we cannot assure you that we will be able to secure additional liquidity on terms favorable to us or at all. If that occurs, we may decline to underwrite lower yielding loans in order to conserve capital until credit conditions in the market become more favorable, or we may be required to dispose of assets when we would not otherwise do so, and at prices which may be below the net book value of such assets in order for us to repay indebtedness on a timely basis.

As of December 31, 2009, we had approximately $382,522,000 of outstanding indebtedness, which had a weighted average borrowing cost of 3.50% at December 31, 2009, and our wholly-owned unconsolidated portfolio companies, primarily Medallion Bank, had $371,719,000 of outstanding indebtedness at a weighted average borrowing cost of 1.85%.

Consumer lending by Medallion Bank carries a higher risk of loss and could be adversely affected by an economic downturn.

The 2004 acquisition of our consumer loan portfolio, and the subsequent commencement of lending operations in this line of business, represents an entry into the relatively new market of consumer lending for us. Although the purchased portfolio was seasoned, and Medallion Bank’s management has considerable experience in originating and managing consumer loans, we cannot assure you that these loans will perform at their historical levels as expected under Medallion Bank’s management.

By its nature, lending to consumers that have blemishes on their credit reports carries with it a higher risk of loss. Although the net interest margins should be higher to compensate us for this increased risk, the current economic downturn could result in higher loss rates and lower returns than expected, and could affect the profitability of the consumer loan portfolio.

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

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

We operate in a highly regulated environment which may constrain our ability to grow our business.

The 1940 Act imposes numerous constraints on the operations of business development companies. For example, business development companies are required to invest at least 70% of their total assets in qualifying assets, primarily securities of “eligible portfolio companies” (as defined under the 1940 Act), cash, cash equivalents, US government securities, and other high quality debt investments that mature in one year or less. Our regulatory requirements may hinder our ability to take advantage of attractive investment opportunities and, as a result, achieve our investment objective. In addition, we rely upon several exemptive orders from the SEC permitting us to consolidate our financial reporting and operate our business as presently conducted. Our failure to satisfy the conditions set forth in those exemptive orders could result in our inability to rely upon such orders or to cause the SEC to revoke the orders which could result in material changes in our financial reporting or the way in which we conduct our business. Furthermore, any failure to comply with the requirements imposed on business development companies by the 1940 Act could cause the SEC to bring an enforcement action against us. If we do not remain a business development company, we might be regulated as a closed-end investment company under the 1940 Act, which would further significantly decrease our operating flexibility.

On February 27, 2009, Medallion Bank issued and sold, and the US Treasury purchased under the TARP Capital Purchase Program, or the CPP, (1) 11,800 shares of Medallion Bank’s Fixed Rate Non-Cumulative Perpetual Preferred Stock, Series A, and (2) a warrant, which was immediately exercised, to purchase up to 590 shares of Medallion Bank’s Fixed Rate Non-Cumulative Perpetual Preferred Stock, Series B, for an aggregate purchase price of approximately $11,800,000 in cash. On December 22, 2009, Medallion Bank issued and sold, and the US Treasury purchased under the CPP, (1) 9,698 shares of Medallion Bank’s Fixed Rate Non-Cumulative Perpetual Preferred Stock, Series C, and (2) a warrant, which was immediately exercised, to purchase up to 55 shares of Medallion Bank’s Fixed Rate Non-Cumulative Perpetual Preferred Stock, Series D, for an aggregate purchase price of approximately $9,698,000 in cash. The US Congress, through the Emergency Economic Stabilization Act of 2008, or the EESA, and the American Recovery and Reinvestment Act of 2009, or the ARRA, has imposed a number of restrictions and limitations on the operations of CPP participants. The final rule promulgated pursuant to Section 111 of the EESA, as amended by the ARRA, prescribes certain standards for compensation and corporate governance for CPP participants (which the Company believes to include parent companies such as the Company). The rules and regulations applicable to CPP participants continue to evolve and their scope, timing and effect cannot be predicted.

Regulations governing our operation as a business development company will affect our ability to, and the way in which, we raise additional capital.

Our business may periodically require capital. We may acquire additional capital from the following sources:

Senior Securities and Other Indebtedness. We may issue debt securities or preferred stock, and/or borrow money from banks or other financial institutions, which we refer to collectively as senior securities, up to the maximum amount permitted by the 1940 Act. If we issue senior securities, including debt or preferred stock, we will be exposed to additional risks, including the following:

•

Under the provisions of the 1940 Act, we are permitted, as a business development company, to issue senior securities only in amounts such that our asset coverage, as defined in the 1940 Act, equals at least 200% after each issuance of senior securities. If the value of our assets declines, we may be unable to satisfy this test. If that happens, we may be restricted from issuing additional debt, may be limited in making distributions on our stock, and may be required to sell a portion of our investments and, depending on the nature of our leverage, to repay a portion of our debt at a time when such sales and/or repayments may be disadvantageous.

•

Any amounts that we use to service our debt or make payments on preferred stock will not be available for dividends to our common shareholders.

•

It is likely that any senior securities or other indebtedness we issue will be governed by an indenture or other instrument containing covenants restricting our operating flexibility. Additionally, some of these securities or other indebtedness may be rated by rating agencies, and in obtaining a rating for such securities and other indebtedness, we may be required to abide by operating and investment guidelines that further restrict operating and financial flexibility.

•

We and, indirectly, our shareholders will bear the cost of issuing and servicing such securities and other indebtedness.

•

Preferred stock or any convertible or exchangeable securities that we issue in the future may have rights, preferences, and privileges more favorable than those of our common stock, including separate voting rights, and could delay or prevent a transaction or a change in control to the detriment of the holders of our common stock.

Additional Common Stock. We are not generally able to issue and sell our common stock at a price below net asset value per share. We may, however, sell our common stock, warrants, options, or rights to acquire our common stock, at a price below the current net asset value of the common stock if our Board of Directors determines that such sale is in our best interests and that of our shareholders, and our shareholders approve such sale. In any such case, the price at which our securities are to be issued and sold may

not be less than a price which, in the determination of our Board of Directors, closely approximates the market value of such securities (less any distributing commission or discount). We may also make rights offerings to our shareholders at prices per share less than the net asset value per share, subject to applicable requirements of the 1940 Act. If we raise additional funds by issuing more common stock or senior securities convertible into, or exchangeable for, our common stock, the percentage ownership of our shareholders at that time would decrease and they may experience dilution. Moreover, we can offer no assurance that we will be able to issue and sell additional equity securities in the future, on favorable terms or at all.

If our primary investments are deemed not to be qualifying assets, we could be deemed to be in violation of the 1940 Act.

As a business development company, we are not permitted to acquire any assets other than “qualifying assets” unless, at the time of such acquisition, at least 70% of our total assets are qualifying assets. Our investment in Medallion Bank may constitute an ineligible investment. As of December 31, 2009, up to 25% of our total assets were invested in ineligible investments.

At the end of each fiscal quarter, we may take proactive steps to prospectively preserve investment flexibility in the next quarter which is assessed against our total assets at our most recent quarter end. We can accomplish this in many ways including purchasing US Treasury bills or other investment-grade debt securities, and closing out our position on a net cash basis subsequent to quarter end. However, if such proactive measures are ineffective and our primary investments are deemed not to be qualifying assets, we could be deemed in violation of the 1940 Act, which could have a material effect on our business.

We will be subject to corporate-level income tax if we are unable to qualify as a RIC under Subchapter M of the Code.

To obtain and maintain RIC tax treatment under the Code, we must meet the following annual distribution, income source, and asset diversification requirements.

•

The annual distribution requirement for a RIC will be satisfied if we distribute to our shareholders on an annual basis at least 90% of our net ordinary income and realized net short-term capital gains in excess of realized net long-term capital losses, if any. Because we use debt financing, we are subject to certain asset coverage ratio requirements under the 1940 Act and financial covenants under loan and credit agreements that could, under certain circumstances, restrict us from making distributions necessary to satisfy the distribution requirement. If we are unable to obtain cash from other sources, we could fail to qualify for RIC tax treatment and thus become subject to corporate-level income tax.

•

The income source requirement will be satisfied if we obtain at least 90% of our income for each year from dividends, interest, gains from the sale of stock or securities or similar sources.

•

The asset diversification requirement will be satisfied if we meet certain asset diversification requirements at the end of each quarter of our taxable year. Failure to meet those requirements may result in our having to dispose of certain investments quickly in order to prevent the loss of RIC status. Because most of our investments will be in private companies, and therefore will be relatively illiquid, any such dispositions could be made at disadvantageous prices and could result in substantial losses.

If we do not qualify as a RIC for more than two consecutive years, and then seek to requalify and elect RIC status, we would be required to recognize gain to the extent of any unrealized appreciation on our assets unless we make a special election to pay corporate-level tax on any such unrealized appreciation recognized during the succeeding 10-year period. Absent such special election, any gain we recognize would be deemed distributed to our shareholders as a taxable distribution.

If we fail to qualify for RIC tax treatment for any reason and are subject to corporate income tax, the resulting corporate taxes could substantially reduce our net assets, the amount of income available for distribution and the amount of our distributions. In addition, the asset coverage and distribution requirements impose significant cash flow management restrictions on us and limit our ability to retain earnings to cover periods of loss, provide for future growth, and pay for extraordinary items. Additionally, we could fail to satisfy the requirement that a RIC derive at least 90% of its gross income from qualifying sources, with the result that we would not qualify as a RIC. Qualification as a RIC is made on an annual basis and, although we and some of our subsidiaries have qualified in the past, we cannot assure you that we will qualify for such treatment in the future.

The Code’s diversification requirements may limit our ability to expand our business.

To qualify as a RIC, not more than 25% of the value of our total assets may be invested in the securities, other than US government securities or securities of other RICs, of any one issuer. As of December 31, 2009, our largest investment subject to this test was our investment in Medallion Bank, representing 24% of our RIC assets. No other investments were more than 5% of our RIC assets. We will continue to monitor the levels of this and any other investment concentrations in conjunction with the diversification tests.

We may have difficulty paying our required distributions if we recognize income before or without receiving cash representing such income.

For federal income tax purposes, we will include in taxable income certain amounts that we have not yet received in cash, such as original issue discount, which may arise if we receive warrants in connection with the origination of a loan or possibly in other circumstances, or contractual payment-in-kind interest, which represents contractual interest added to the loan balance and due at the end of the loan term. Such original issue discount or increases in loan balances as a result of payment-in-kind interest will be included in income before we receive any corresponding cash payments. We also may be required to include in income certain other amounts that we will not receive in cash.

Since, in certain cases, we may recognize income before or without receiving cash representing such income, we may have difficulty meeting the annual distribution requirement necessary to achieve and maintain RIC tax treatment under the Code. Accordingly, we may have to sell some of our investments at times and/or at prices we would not consider advantageous, raise additional debt or equity capital, or reduce new investment originations for this purpose. If we are not able to obtain cash from other sources, we may fail to qualify for RIC tax treatment and thus become subject to corporate-level income tax.

Our SBIC subsidiaries may be unable to meet the investment company requirements, which could result in the imposition of an entity-level tax.

Some of our subsidiaries are subject to the SBIA. Our SBIC subsidiaries that are also RICs are prohibited by the SBIA from making the distributions necessary to qualify as a RIC. Each year, in order to comply with the SBA regulations and the RIC distribution requirements, we must request and receive a waiver of the SBA’s restrictions. While the current policy of the SBA’s Office of SBIC Operations is to grant such waivers if the SBIC makes certain offsetting adjustments to its paid-in capital and surplus accounts, we cannot assure you that this will continue to be the SBA’s policy or that our subsidiaries will have adequate capital to make the required adjustments. If our subsidiaries are unable to obtain a waiver, compliance with the SBA regulations may result in loss of RIC status and a consequent imposition of an entity-level tax.

We operate in a highly competitive market for investment opportunities.

We compete for investments with other business development companies and other investment funds as well as traditional financial services companies such as commercial banks and credit unions. Many of our competitors are substantially larger and have considerably greater financial, technical, and marketing resources than we do. For example, some competitors may have a lower cost of funds and access to funding sources that are not available to us. In addition, some of our competitors may have higher risk tolerances or different risk assessments. These characteristics could allow our competitors to consider a wider variety of investments, establish more relationships, and offer better pricing and more flexible structuring than us. We may lose investment opportunities if we do not match our competitors’ pricing, terms, and structure. If we are forced to match our competitors’ pricing, terms, and structure, we may not be able to achieve acceptable returns on our investments or may bear substantial risk of capital loss. Furthermore, many of our competitors are not subject to the regulatory restrictions that the 1940 Act imposes on us as a business development company.

We cannot assure you that the competitive pressures we face will not have a material adverse effect on our business, financial condition, and results of operations. Also, as a result of this competition, we may not be able to take advantage of attractive investment opportunities from time to time.

Changes in interest rates may affect our cost of capital and net investment income.

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

We depend on cash flow from our subsidiaries to make dividend payments and other distributions to our shareholders.

We are primarily a holding company, and we derive most of our operating income and cash flow from our subsidiaries. As a result, we rely heavily upon distributions from our subsidiaries to generate the funds necessary to make dividend payments and other

distributions to our shareholders. Funds are provided to us by our subsidiaries through dividends and payments on intercompany indebtedness, but we cannot assure you that our subsidiaries will be in a position to continue to make these dividend or debt payments. Furthermore, as a condition of its approval by its regulators, Medallion Bank is required to maintain a 15% capital ratio, which may inhibit its ability to declare and pay dividends, which are further restricted by the US Treasury to $4,000,000 per year.

Medallion Bank’s use of brokered deposit sources for its deposit-gathering activities may not be available when needed.

Medallion Bank relies on the established brokered deposit market to originate deposits to fund its operations. While Medallion Bank has developed contractual relationships with a diversified group of investment brokers, and the brokered deposit market is well developed and utilized by many banking institutions, conditions could change that might affect the availability of deposits. If the capital levels at Medallion Bank fall below the “well-capitalized” level, or if Medallion Bank experiences a period of sustained operating losses, the cost of attracting deposits from the brokered deposit market could increase significantly, and the ability of Medallion Bank to raise deposits from this source could be impaired. Medallion Bank’s ability to manage its growth to stay within the “well-capitalized” level, and the capital level currently required by the FDIC, which is also considerably higher than the level required to be classified as “well-capitalized”, is critical to Medallion Bank’s retaining open access to this funding source.

A decrease in prevailing interest rates may lead to more loan prepayments, which could adversely affect our business.

Our borrowers generally have the right to prepay their loans upon payment of a fee ranging from 30 to 120 days interest for standard commodity loans, and for higher amounts, as negotiated, for larger more custom loan arrangements. A borrower is likely to exercise prepayment rights at a time when the interest rate payable on the borrower’s loan is high relative to prevailing interest rates. In a lower interest rate environment, we will have difficulty re-lending prepaid funds at comparable rates, which may reduce the net interest income that we receive. When this occurs, we will generally reinvest these proceeds in temporary investments, pending their future investment in new portfolio companies. These temporary investments will typically have substantially lower yields than the debt being prepaid, and we could experience significant delays in reinvesting these amounts. Any future investment in a new portfolio company may also be at lower yields than the debt that was repaid. As a result, our results of operations could be materially adversely affected if a substantial number of our portfolio companies elect to prepay amounts owed to us and we are not able to reinvest the proceeds for comparable yields in a timely fashion. Additionally, prepayments could negatively impact our return on equity, which could result in a decline in the market price of our common stock.

Our investment portfolio is, and will continue to be, recorded at fair value as determined in good faith by our management and approved by our Board of Directors and, as a result, there is, and will continue to be, uncertainty as to the value of our portfolio investments.

Under the 1940 Act, we are required to carry our portfolio investments at market value or, if there is no readily available market value, at fair value as determined by our management and approved by our Board of Directors. Unlike other lending institutions, we are not permitted to maintain a general reserve for anticipated losses. Instead, we are required by the 1940 Act to specifically value each individual investment and record an unrealized gain or loss for any asset we believe has increased or decreased in value. Typically, there is not a public market for most of the investments in which we have invested and will generally continue to invest. As a result, we value our investments on a quarterly basis based on a determination of their fair value made in good faith and in accordance with the written guidelines approved by our Board of Directors. The types of factors that may be considered in determining the fair value pricing of our investments include the nature and realizable value of any collateral, the portfolio company’s earnings and its ability to make payments on its indebtedness, the markets in which the portfolio company does business, comparison to publicly traded companies, discounted cash flow, and other relevant factors. Because such valuations, and particularly valuations of private securities and private companies, are inherently uncertain, the valuations may fluctuate over short periods of time and may be based on estimates. As a result, our determinations of fair value may differ materially from the values that would have been used if a ready market for these investments existed. Our net asset value could be adversely affected if our determinations regarding the fair value of our investments were materially higher than the values that we ultimately realize upon the disposal of such securities. Considering these factors, we have determined that the fair value of our portfolio is below its cost basis. As of December 31, 2009, our net unrealized depreciation on investments other than in controlled subsidiaries, foreclosed properties, and other assets was $4,612,000 or 0.96% of our investment portfolio.

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

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

In addition, the illiquidity of our loan portfolio and investments may adversely affect our ability to dispose of loans at times when it may be advantageous for us to liquidate such portfolio or investments. In addition, if we were required to liquidate some or all of the investments in the portfolio, the proceeds of such liquidation may be significantly less than the current value of such investments. Because we borrow money to make loans and investments, our net operating income is dependent upon the difference between the rate at which we borrow funds and the rate at which we invest these funds. As a result, there can be no assurance that a significant change in market interest rates will not have a material adverse effect on our interest income. In periods of sharply rising interest rates, our cost of funds would increase, which would reduce our net operating income before net realized and unrealized gains. We use a combination of long-term and short-term borrowings and equity capital to finance our investing activities. Our long-term fixed-rate investments are financed primarily with short-term floating-rate debt, and to a lesser extent by term fixed-rate debt. We may use interest rate risk management techniques in an effort to limit our exposure to interest rate fluctuations. Such techniques may include various interest rate hedging activities to the extent permitted by the 1940 Act. We have analyzed the potential impact of changes in interest rates on net interest income. Assuming that the balance sheet were to remain constant and no actions were taken to alter the existing interest rate sensitivity, and including the impact on Medallion Bank, a hypothetical immediate 1% increase in interest rates would have positively impacted net increase in net assets resulting from operations as of December 31, 2009 by approximately $1,149,000 on an annualized basis, compared to a negative impact of $1,702,000 at December 31, 2008, and the impact of such an immediate increase of 1% over a one year period would have been ($1,943,000) at December 31, 2009, compared to ($2,831,000) for December 31, 2008. Although management believes that this measure is indicative of our sensitivity to interest rate changes, it does not adjust for potential changes in credit quality, size, and composition of the assets on the balance sheet, and other business developments that could affect net increase in net assets resulting from operations in a particular quarter or for the year taken as a whole. Accordingly, no assurances can be given that actual results would not differ materially from the potential outcome simulated by these estimates.

We may experience fluctuations in our quarterly results.

We could experience fluctuations in our quarterly operating results due to a number of factors, including our ability to make investments in companies that meet our investment criteria, the interest rate payable on the debt securities we acquire, the level of our expenses, variations in and the timing of the recognition of realized and unrealized gains or losses, the degree to which we encounter competition in our markets, and general economic conditions. As a result of these factors, results for any period should not be relied upon as being indicative of performance in future periods.

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

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

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

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

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

Acquisitions may lead to difficulties that could adversely affect our operations.

By their nature, corporate acquisitions entail certain risks, including those relating to undisclosed liabilities, the entry into new markets, operational, and personnel matters. We may have difficulty integrating acquired operations or managing problems due to sudden increases in the size of our loan portfolio. In such instances, we might be required to modify our operating systems and procedures, hire additional staff, obtain and integrate new equipment, and complete other tasks appropriate for the assimilation of new business activities. We cannot assure you that we would be successful, if and when necessary, in minimizing these inherent risks or in establishing systems and procedures which will enable us to effectively achieve our desired results in respect of any future acquisitions.

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

The 1940 Act restricts our ability to knowingly participate in certain transactions with our affiliates. These restrictions limit our ability to buy or sell any security from or to our affiliates, or engage in “joint” transactions with our affiliates, which could include investments in the same portfolio company (whether at the same or different times). With respect to controlling or certain closely affiliated persons, we will generally be prohibited from engaging in such transactions absent the prior approval of the SEC. With respect to other affiliated persons, we may engage in such transactions only with the prior approval of our independent directors.

Our Board of Directors may change our operating policies and strategies without prior notice or shareholder approval, the effects of which may be adverse.

Our Board of Directors has the authority to modify or waive our current operating policies and strategies without prior notice and without shareholder approval. We cannot predict the effect any changes to our current operating policies and strategies would have on our business, operating results, and value of our stock. However, the effects might be adverse, which could negatively impact our ability to pay you dividends and cause you to lose all or part of your investment.

Risks Relating to Our Investments

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

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

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

Our portfolio is and may continue to be concentrated in a limited number of portfolio companies and industries. As of December 31, 2009, investments in New York City taxi medallion loans represented approximately 75% of our managed taxi medallion loans. Beyond the asset diversification requirements associated with our qualification as a RIC, we do not have fixed guidelines for diversification, and while we are not targeting any specific industries, our investments are, and could continue to be, concentrated in relatively few industries. As a result, the aggregate returns we realize may be adversely affected if a small number of investments perform poorly or if we need to write down the value of any one investment. Additionally, a downturn in any particular industry in which we are invested could also negatively impact the aggregate returns we realize.

If we are unable to continue to diversify geographically, our business may be adversely affected if the New York City taxicab industry experiences a sustained economic downturn.

A significant portion of our loan revenue is derived from New York City medallion loans collateralized by New York City taxicab medallions. An economic downturn in the New York City taxicab industry could lead to an increase in defaults on our medallion loans. We cannot assure you that we will be able to sufficiently diversify our operations geographically.

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

Changes in taxicab industry regulations that result in the issuance of additional medallions or increases the expenses involved in operating a medallion could lead to a decrease in the value of our medallion loan collateral.

Every city in which we originate medallion loans, and most other major cities in the US, limits the supply of taxicab medallions. This regulation results in supply restrictions that support the value of medallions. Actions that loosen these restrictions and result in the issuance of additional medallions into a market could decrease the value of medallions in that market. If this were to occur, the value of the collateral securing our then outstanding medallion loans in that market could be adversely affected. We are unable to forecast with any degree of certainty whether any other potential increases in the supply of medallions will occur.

In New York City, Chicago, Boston, and in other markets where we originate medallion loans, taxicab fares are generally set by government agencies. Expenses associated with operating taxicabs are largely unregulated. As a result, the ability of taxicab operators to recoup increases in expenses is limited in the short term. Escalating expenses can render taxicab operations less profitable, could cause borrowers to default on loans from us, and could potentially adversely affect the value of our collateral.

A significant portion of our loan revenue is derived from loans collateralized by New York City taxicab medallions. According to New York City TLC data, over the past 20 years New York City taxicab medallions have appreciated in value from under $100,000 to $775,000 for corporate medallions and $584,000 for individual medallions. However, for sustained periods during that time, taxicab medallions have declined in value. Since December 31, 2007, the value of New York City taxicab medallions increased by approximately 37% for individual medallions and 29% for corporate medallions.

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

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

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

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

We may not control many of our portfolio companies.

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

We may not realize gains from our equity investments.

Certain investments that we have made in the past and may make in the future include warrants or other equity securities. In addition, we may from time to time make non-control, equity co-investments in companies in conjunction with private equity sponsors. Our goal is ultimately to realize gains upon our disposition of such equity interests. However, the equity interests we

receive may not appreciate in value and, in fact, may decline in value. Accordingly, we may not be able to realize gains from our equity interests, and any gains that we do realize on the disposition of any equity interests may not be sufficient to offset any other losses we experience. We also may be unable to realize any value if a portfolio company does not have a liquidity event, such as a sale of the business, recapitalization or public offering, which would allow us to sell the underlying equity interests.

Our investments in special purpose acquisition companies, or SPACs, is forfeited.

The initial public offering of units in our first SPAC, Sports Properties Acquisition Corp., (Sports Properties) was consummated in January, 2008. Sports Properties had 24 months from the date of its prospectus to complete a business combination, which did not occur. As a result, we have fully written off our investment of $6,961,000.

We also agreed to indemnify Sports Properties upon Sports Properties liquidation for all claims of any vendors, service providers, or other entities that are owed money by Sports Properties for services rendered, or contracted for, or products sold to Sports Properties, or the claims of any target businesses to the extent that Sports Properties fails to obtain valid and enforceable waivers from such vendors, service providers, prospective target businesses, or other entities in order to protect the amounts held in Sports Properties’ trust account. As a result, we lost the amount of capital we invested in Sports Properties, and we may also be liable to Sports Properties under those indemnification obligations. At December 31, 2009, the SPAC’s liabilities exceeded its cash on hand by $1,581,000. The SPAC intends to negotiate these liabilities downwards, seeking forbearance from those associated with a failed deal. However, since the results of such negotiations cannot be anticipated, the Company has accrued $1,582,000 to cover the SPAC’s shortfall.

ITEM 1B.

UNRESOLVED STAFF COMMENTS

None.

ITEM 2.

PROPERTIES

We lease approximately 17,000 square feet of office space in New York City for our corporate headquarters under a lease expiring in June 2016, and lease a facility in Long Island City, New York, of approximately 6,000 square feet for certain corporate back-office operations. We also lease office space for loan origination offices and subsidiaries operations in Boston, MA, Chicago, IL, Minneapolis, MN, and Flemington, NJ. Medallion Bank leases space in Salt Lake City, UT. We do not own any real property, other than foreclosed property obtained as a result of lending relationships. We believe that our leased properties, taken as a whole, are in good operating condition and are suitable for our current business operations.

ITEM 3.

LEGAL PROCEEDINGS

The Company and its subsidiaries are currently involved in various legal proceedings incident to the ordinary course of its business, including collection matters with respect to certain loans. The Company intends to vigorously defend any outstanding claims and pursue its legal rights. 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.

PART II

ITEM 4.

MARKET FOR THE REGISTRANT’S COMMON STOCK, RELATED STOCKHOLDER MATTERS, AND ISSUER PURCHASE OF EQUITY SECURITIES

Our common stock is quoted on the Nasdaq Global Select Market under the symbol “TAXI.” Our common stock commenced trading on May 23, 1996. As of March 11, 2010, there were approximately 127 holders of record of the Company’s common stock.

On March 11, 2010, the last reported sale price of our common stock was $8.04 per share. Historically, our common stock has traded at a premium to net asset value per share, but there can be no assurance that our stock will trade at a premium in the future.

The following table sets forth, for the periods indicated, the range of high and low closing prices for our common stock on the Nasdaq Global Select Market.


2009	DIVIDENDS DECLARED		HIGH		LOW
Fourth Quarter	$	0.15	$	8.49	$	7.76
Third Quarter	$	0.19	$	8.83	$	6.87
Second Quarter	$	0.19	$	8.71	$	6.56
First Quarter	$	0.19	$	8.04	$	3.61

2008
Fourth Quarter	$	0.19	$	9.84	$	5.58
Third Quarter		0.19		10.66		8.96
Second Quarter		0.19		10.04		8.31
First Quarter		0.19		10.33		9.04

Information about our equity compensation plan is incorporated by reference in all information under the caption “Equity Compensation Plan Information” included in our definitive Proxy Statement for the Annual Meeting of Stockholders to be held on June 5, 2010.

As a RIC, we intend to distribute at least 90% of our investment company taxable income to our shareholders. Distributions of our income are generally required to be made within the calendar year the income was earned as a RIC; however, in certain circumstances distributions can be made up to a full calendar year after the income has been earned. Investment company taxable income includes, among other things, interest, dividends, and capital gains reduced by deductible expenses. Our ability to make dividend payments as a RIC is restricted by certain asset coverage requirements under the 1940 Act and has been dependent upon maintenance of our status as a RIC under the Code in the past, by SBA regulations, and under the terms of the SBA debentures. There can be no assurances, however, that we will have sufficient earnings to pay such dividends in the future.

We have adopted a dividend reinvestment plan pursuant to which shareholders may elect to have distributions reinvested in additional shares of common stock. When we declare a dividend or distribution, all participants will have credited to their plan accounts the number of full and fractional shares (computed to three decimal places) that could be obtained with the cash, net of any applicable withholding taxes that would have been paid to them if they were not participants. The number of full and fractional shares is computed at the weighted average price of all shares of common stock purchased for plan participants within the 30 days after the dividend or distribution is declared plus brokerage commissions. The automatic reinvestment of dividends and capital gains distributions will not release plan participants of any income tax that may be payable on the dividend or capital gains distribution. Shareholders may terminate their participation in the dividend reinvestment plan by providing written notice to the Plan Agent at least 10 days before any given dividend payment date. Upon termination, we will issue to a shareholder both a certificate for the number of full shares of common stock owned and a check for any fractional shares, valued at the then current market price, less any applicable brokerage commissions and any other costs of sale. There are no additional fees or expenses for participation in the dividend reinvestment plan. Shareholders may obtain additional information about the dividend reinvestment plan by contacting the American Stock Transfer & Trust Company at 59 Maiden Lane, New York, NY, 10038.

ISSUER PURCHASES OF EQUITY SECURITIES⁽¹⁾


Period	Total Number of Shares Purchased	Average Price Paid per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs	Maximum Number of Shares (or Approximate Dollar Value) that May Yet Be Purchased Under the Plans or Programs
November 5 through December 31, 2003	10,816	$	9.20	10,816	$	9,900,492
January 1 through December 31, 2004	952,517		9.00	952,517		11,329,294
January 1 through December 31, 2005	389,900		9.26	389,900		7,720,523
January 1 through December 31, 2006	—		—	—		7,720,523
January 1 through December 31, 2007	33,200		9.84	33,200		7,393,708
January 1 through December 31, 2008	7,691		9.66	7,691		7,319,397
January 1 through December 31, 2009	—		—	—		7,319,397

Total	1,394,124		9.10	1,394,124		—

(1)

We publicly announced our Stock Repurchase Program in a press release dated November 5, 2003, after the Board of Directors approved the repurchase of up to $10,000,000 of our outstanding common stock, which was increased by an additional $10,000,000 authorization on November 3, 2004. The stock repurchase program expires 180 days after the commencement of the purchases. If we have not repurchased the additional $10,000,000 of common stock by the end of such period, we are permitted to extend the stock repurchase program for additional 180-day periods until we have repurchased the total amount authorized. In October 2009, we extended the terms of the Stock Repurchase Program. Purchases are to commence no earlier than November 2009 and are to conclude 180 days after the commencement of the purchases.

ITEM 5.

SELECTED FINANCIAL DATA

Summary Consolidated Financial Data

You should read the consolidated financial information below with the Consolidated Financial Statements and Notes thereto for the years ended December 31, 2009, 2008, 2007, 2006, and 2005. Because of the previously reported change in the reporting entity, our financial condition and results of operations included in this annual report for the year ended December 31, 2005 has been adjusted to reflect the change retrospectively for all periods and information presented.


	Year ended December 31,
*(Dollars in thousands, except per share data)*	2009			2008			2007			2006			2005
Statement of operations
Investment income	$	41,403		$	52,284		$	51,393		$	39,635		$	34,811
Interest expense		16,876			23,711			30,704			24,190			17,997

Net interest income		24,527			28,573			20,689			15,445			16,814
Noninterest income		3,383			3,837			2,444			2,646			4,738
Operating expenses ⁽¹⁾		19,730			17,320			17,835			14,926			16,984

Net investment income before income taxes		8,180			15,090			5,298			3,165			4,568
Income tax (provision) benefit		—			—			—			—			14

Net investment income after income taxes		8,180			15,090			5,298			3,165			4,582
Net realized gains (losses) on investments		(4,135	)		(3,746	)		14,172			3,080			3,606
Net change in unrealized appreciation (depreciation) on Medallion Bank and other controlled subsidiaries ⁽²⁾		(5,671	)		(2,419	)		2,292			7,454			5,012
Net change in unrealized appreciation (depreciation) on investments ⁽²⁾		2,648			6,323			(6,326	)		(591	)		(6,339	)

Net increase in net assets resulting from operations	$	1,022		$	15,248		$	15,436		$	13,108		$	6,861

Per share data
Net investment income	$	0.46		$	0.85		$	0.30		$	0.18		$	0.26
Income tax (provision) benefit		—			—			—			—			—
Net realized gains (losses) on investments		(0.23	)		(0.21	)		0.80			0.17			0.21
Net change in unrealized appreciation (depreciation) on investments ⁽²⁾		(0.17	)		0.22			(0.23	)		0.39			(0.08	)

Net increase in net assets resulting from operations	$	0.06		$	0.86		$	0.87		$	0.74		$	0.39

Dividends declared per share	$	0.72		$	0.76		$	0.76		$	0.70		$	0.54

Weighted average common shares outstanding
Basic		17,569,688			17,520,966			17,480,523			17,293,665			17,087,034
Diluted		17,691,437			17,722,575			17,786,310			17,761,039			17,552,228
Balance sheet data
Net investments	$	475,133		$	570,597		$	653,046		$	592,933		$	530,222
Total assets		555,174			646,685			721,262			631,605			573,355
Total funds borrowed		382,522			462,650			542,549			455,137			400,915
Total liabilities		392,197			471,739			548,839			461,977			407,000
Total shareholders’ equity		162,977			174,946			172,423			169,628			166,354
Managed balance sheet data ⁽³⁾
Net investments	$	846,542		$	922,007		$	934,955		$	833,639		$	723,253
Total assets		950,909			1,018,114			1,025,633			893,588			792,973
Total funds borrowed		754,241			829,058			841,632			716,620			620,022
Total liabilities		787,932			843,168			853,211			723,960			626,619


	Year ended December 31,
	2009		2008		2007		2006		2005
Selected financial ratios and other data
Return on average assets (ROA) ⁽⁴⁾
Net investment income after taxes	1.36	%	2.27	%	0.79	%	0.53	%	0.82	%
Net increase in net assets resulting from operations	0.17		2.29		2.30		2.20		1.23
Return on average equity (ROE) ⁽⁵⁾
Net investment income after taxes	4.74		8.67		3.09		1.89		2.73
Net increase in net assets resulting from operations	0.59		8.76		9.00		7.82		4.09
Weighted average yield	7.77	%	8.58	%	8.44	%	7.71	%	7.15	%
Weighted average cost of funds	3.17		3.89		5.04		4.70		3.75

Net interest margin ⁽⁶⁾	4.60		4.69		3.40		3.01		3.40

Noninterest income ratio ⁽⁷⁾	0.63		0.63		0.40		0.52		0.99
Total expense ratio⁽¹⁾⁽⁹⁾	6.87		6.74		7.98		7.62		7.28
Operating expense ratio ⁽¹⁾⁽⁹⁾	3.70		2.84		2.93		2.91		3.54
As a percentage of net investment portfolio
Medallion loans	68	%	70	%	76	%	72	%	71	%
Commercial loans	16		16		14		15		17
Investment in subsidiaries	15		13		9		8		8
Equity investments	1		1		1		3		4
Investment securities	—		—		—		2		—
Investments to assets⁽¹⁰⁾	86	%	88	%	91	%	94	%	92	%
Equity to assets ⁽¹¹⁾	29		27		24		27		29
Debt to equity ⁽¹²⁾	235		264		315		268		241

(1)	Includes $1,622 of charges in 2009 related to winding up the operations of the SPAC’s. Excluding these charges, the total expense ratio was 6.56% and the operating expense ratio was 3.40%.

(2)	Unrealized appreciation (depreciation) on investments represents the increase (decrease) for the year in the fair value of our investments, including the results of operations for Medallion Bank and other controlled subsidiaries, where applicable.

(3)	Includes the balances of wholly-owned, unconsolidated portfolio companies, primarily Medallion Bank.

(4)	ROA represents the net investment income after taxes or net increase in net assets resulting from operations, divided by average total assets.

(5)	ROE represents the net investment income after taxes or net increase in net assets resulting from operations, divided by average shareholders’ equity.

(6)

Net interest margin represents net interest income for the year divided by average interest earning assets, and included interest recoveries and bonuses of $1,684 in 2009, $4,471 in 2008, $821 in 2007, $1,556 in 2006, and $0 in 2005 and also included dividends from Medallion Bank of $4,000 in 2009, $6,000 in 2008, and $5,750 in 2007. On a managed basis, combined with Medallion Bank, the net interest margin was 6.03%, 5.21%, 4.21%, 4.40%, and 4.65% for 2009, 2008, 2007, 2006, and 2005.

(7)	Noninterest income ratio represents noninterest income divided by average interest earning assets.

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

(9)	Operating expense ratio represents operating expenses divided by average interest earning assets.

(10)	Represents net investments divided by total assets as of December 31.

(11)	Represents total shareholders’ equity divided by total assets as of December 31.

(12)	Represents total funds borrowed divided by total shareholders’ equity as of December 31.

ITEM 6.

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 for the years ended December 31, 2009, 2008, and 2007. In addition, this section contains forward-looking statements. These forward-looking statements are subject to the inherent uncertainties in predicting future results and conditions. Certain factors that could cause actual results and conditions to differ materially from those projected in these forward-looking statements are described in the Risk Factors section on page 18.

CRITICAL ACCOUNTING POLICIES

The SEC has recently issued cautionary advice regarding disclosure about critical accounting policies. The SEC defines critical accounting policies as those that are both most important to the portrayal of a company’s financial condition and results, and that require management’s most difficult, subjective, or complex judgments, often as a result of the need to make estimates about matters that are inherently uncertain and may change materially in subsequent periods. The preparation of our consolidated financial statements requires estimates and assumptions that affect amounts reported and disclosed in the financial statements and related notes. Significant estimates made by us include valuation of loans, evaluation of the recoverability of accounts receivable and income tax

assets, and the assessment of litigation and other contingencies. The matters that give rise to such provisions are inherently uncertain and may require complex and subjective judgments. Although we believe that estimates and assumptions used in determining the recorded amounts of net assets and liabilities at December 31, 2009 are reasonable, actual results could differ materially from the estimated amounts recorded in our financial statements.

GENERAL

We are a specialty finance company that has a leading position in originating, acquiring, and servicing loans that finance taxicab medallions and various types of commercial businesses. A wholly-owned portfolio company of ours, Medallion Bank, also originates consumer loans for the purchase of recreational vehicles, boats, motorcycles, and trailers. Since 1996, the year in which we became a public company, we have increased our taxicab medallion loan portfolio at a compound annual growth rate of 7%, and our commercial loan portfolio at a compound annual growth rate of 5% (both 10% on a managed basis when combined with Medallion Bank). Since Medallion Bank acquired a consumer loan portfolio and began originating consumer loans in 2004, it has increased its consumer loan portfolio at a compound annual growth rate of 14%. Total assets under our management, which includes assets serviced for third party investors and managed by unconsolidated portfolio companies, were $1,039,840,000 as of December 31, 2009 and $1,075,509,000 as of December 31, 2008, and have grown at a compound annual growth rate of 13% from $215,000,000 at the end of 1996.

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

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

We are a closed-end, management investment company under the 1940 Act. We have elected to be treated as a business development company under the 1940 Act. We have also elected to be treated for federal income tax purposes as a RIC under Subchapter M of the Code. As a RIC, we generally do not have to pay corporate-level federal income taxes on any net ordinary income or capital gains that we distribute to our shareholders as dividends if we meet certain source-of-income and asset diversification requirements. Medallion Bank is not a RIC and must pay corporate-level federal income taxes.

Our wholly-owned portfolio company, Medallion Bank, is a bank regulated by the FDIC and the Utah Department of Financial Institutions which originates taxicab medallion, commercial, and consumer loans, raises deposits, and conducts other banking activities. Medallion Bank generally provides us with our lowest cost of funds which it raises through bank certificates of deposits issued to its customers. To take advantage of this low cost of funds, we refer a portion of our taxicab medallion and commercial loans to Medallion Bank, which then originates these loans, which are serviced by us. We earn referral and servicing fees for these activities.

Realized gains or losses on investments are recognized when the investments are sold or written off. The realized gains or losses represent the difference between the proceeds received from the disposition of portfolio assets, if any, and the cost of such portfolio assets. In addition, changes in unrealized appreciation or depreciation of investments are recorded and represent the net change in the estimated fair values of the portfolio assets at the end of the period as compared with their estimated fair values at the beginning of the period. Generally, realized gains (losses) on investments and changes in unrealized appreciation (depreciation) on 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 unrealized depreciation is realized by the sale or other disposition of a depreciated portfolio asset, the reclassification of the loss from unrealized to realized causes a decrease in net unrealized depreciation and an increase in realized loss.

Our investment in Medallion Bank, as a wholly owned portfolio investment, is also subject to quarterly assessments of fair value. We conduct a thorough valuation analysis as described previously, and determine whether any factors give rise to a valuation different than recorded book value, including various regulatory restrictions that were established at Medallion Bank’s inception, by the FDIC and State of Utah, and also by additional marketplace restrictions, such as the ability to transfer industrial bank charters. As a result of this valuation process, we used Medallion Bank’s actual results of operations as the best estimate of changes in fair value, and recorded the results as a component of unrealized appreciation (depreciation) on investments, although changes in these restrictions and other applicable factors could change these conclusions in the future.

The credit markets are undergoing a crisis which has disrupted a wide range of traditional financing sources. The crisis has made it increasingly difficult and significantly more expensive through higher credit spreads for finance companies to obtain and renew financing. Continued turmoil in the credit markets could limit our access to funds and restrict us from continuing our current operating strategy or implementing new operating strategies. If funds are available to us, we anticipate that our cost of funds will increase as we obtain new financing.

The credit crisis has also caused many financial institutions to record significant write-downs, mostly on their residential mortgage related assets and structured investment vehicles and due to unsound lending practices. We are not involved in these types of transactions and always understand the importance of proper underwriting. Nonetheless, the judgments used by management in applying the critical accounting policies discussed herein may be affected by a further and prolonged deterioration in the economic environment, which may result in changes to future financial results. Subsequent evaluations of our loan portfolio and other investments, in light of the factors then prevailing, may result in changes to the fair value of the investments, including a decrease in the fair value. In addition, the fair value of investments in our portfolio may be negatively impacted by illiquidity or dislocation in marketplaces resulting in depressed market prices.

Trends in Investment Portfolio

Our investment income is driven by the principal amount of and yields on our investment portfolio. To identify trends in the balances and yields, the following table illustrates our investments at fair value, grouped by medallion loans, commercial loans, equity investments, and investment securities, and also presents the portfolio information for Medallion Bank, at the dates indicated.


	December 31, 2009					December 31, 2008					December 31, 2007
	Interest		Investment			Interest		Investment			Interest		Investment
*(Dollars in thousands)*	Rate ⁽¹⁾		Balances			Rate ⁽¹⁾		Balances			Rate ⁽¹⁾		Balances
Medallion loans
New York	5.90	%	$	244,082		6.04	%	$	304,306		6.91	%	$	399,955
Chicago	6.91			25,868		7.15			28,172		7.43			33,008
Newark	7.98			21,790		8.17			27,809		8.40			22,058
Boston	7.14			21,383		7.54			31,283		8.44			32,446
Cambridge	7.10			3,025		7.59			4,387		8.41			5,174
Other	7.14			5,435		7.40			6,584		7.58			5,481

Total medallion loans	6.23			321,583		6.42			402,541		7.13			498,122

Deferred loan acquisition costs				332					423					798
Unrealized depreciation on loans				—					—					(37	)

Net medallion loans			$	321,915				$	402,964				$	498,883

Commercial loans
Secured mezzanine	14.63	%	$	61,834		14.23	%	$	65,475		14.19	%	$	59,152
Asset based	5.74			8,991		5.29			13,552		8.91			19,870
Other secured commercial	7.95			11,706		8.34			15,870		9.05			19,256

Total commercial loans	12.71			82,531		11.97			94,897		12.12			98,278

Deferred loan acquisition (income) costs				(373	)				(171	)				(64	)
Unrealized depreciation on loans				(4,236	)				(5,115	)				(6,432	)

Net commercial loans			$	77,922				$	89,611				$	91,782

Investment in Medallion Bank and other controlled subsidiaries, net	5.53	%	$	72,279		8.22	%	$	74,750		13.79	%	$	57,501

Equity investments	2.50	%	$	3,393		4.33	%	$	2,835		4.70	%	$	2,138

Unrealized appreciation (depreciation) on equities				(376	)				437					2,742

Net equity investments			$	3,017				$	3,272				$	4,880

Investment securities	—	%	$	—		—	%	$	—		—	%	$	—

Investments at cost	7.22	%	$	479,786		7.56	%	$	575,023		8.45	%	$	656,039

Deferred loan acquisition (income) costs				(41	)				252					734
Unrealized appreciation (depreciation) on equities				(376	)				437					2,742
Unrealized depreciation on loans				(4,236	)				(5,115	)				(6,469	)

Net investments			$	475,133				$	570,597				$	653,046

Medallion Bank investments
Consumer loans	17.96	%	$	193,382		18.26	%	$	189,886		18.54	%	$	139,972
Medallion loans	6.15			160,403		6.46			122,581		6.72			87,891
Commercial loans	5.84			72,540		5.64			87,800		9.14			88,785
Investment securities	3.99			20,784		4.87			20,056		4.82			21,707

Medallion Bank investments at cost ⁽²⁾	11.11			447,109		11.54			420,323		12.12			338,355

Deferred loan acquisition costs				5,633					5,994					4,569
Unrealized appreciation (depreciation) on investment securities				92					(64	)				39
Premiums paid on purchased securities				185					96					91
Unrealized depreciation on loans				(13,610	)				(10,936	)				(7,311	)

Medallion Bank net investments			$	439,409				$	415,413				$	335,743

(1)	Represents the weighted average interest or dividend rate of the respective portfolio as of the date indicated.

(2)	The weighted average interest rate for the entire managed loan portfolio (medallion, commercial, and consumer loans) was 9.56%, 9.44%, and 9.57% at December 31, 2009, 2008, and 2007.

PORTFOLIO SUMMARY

Total Portfolio Yield

The weighted average yield of the total portfolio at December 31, 2009 was 7.22% (7.56% for the loan portfolio), a decrease of 14 basis points from 7.56% at December 31, 2008, which was a decrease of 89 basis points from 8.45% at December 31, 2007. The weighted average yield of the total managed portfolio at December 31, 2009 was 9.35% (9.56% for the loan portfolio), an increase of 13 basis points from 9.22% at December 31, 2008, which was a decrease of 19 basis points from 9.41% at December 31, 2007. The decreases from 2007 in the owned portfolio reflected the general market condition of falling interest rates, and the 2009 increases in the managed portfolios reflect the greater concentration of Medallion Bank consumer assets to the totals.

Medallion Loan Portfolio

Our medallion loans comprised 68% of the net portfolio of $475,133,000 at December 31, 2009, compared to 70% of the net portfolio of $570,597,000 at December 31, 2008 and 76% of $653,046,000 at December 31, 2007. Our managed medallion loans of $482,087,000 comprised 57% of the net portfolio of $846,542,000 at December 31, 2009, compared to 57% of $922,007,000 at December 31, 2008 and 63% of $934,955,000 at December 31, 2007. The medallion loan portfolio decreased by $81,049,000 or 20% in 2009 ($43,284,000 or 8% on a managed basis), primarily reflecting decreases in the New York and Boston markets, primarily reflecting loan payoffs and the sale of participation interests to third parties. Total medallion loans serviced for third parties were $102,307,000, $66,041,000, and $4,443,000 at December 31, 2009, 2008, and 2007.

The weighted average yield of the medallion loan portfolio at December 31, 2009 was 6.23%, a decrease of 19 basis points from 6.42% at December 31, 2008, which was a decrease of 71 basis points from 7.13% at December 31, 2007. The weighted average yield of the managed medallion loan portfolio at December 31, 2009 was 6.20%, a decrease of 23 basis points from 6.43% at December 31, 2008, which was a decrease of 64 basis points from 7.07% at December 31, 2007. The decreases in yield primarily reflected the impact of falling interest rates in the economy and the effects of borrower refinancings. At December 31, 2009, 24% of the medallion loan portfolio represented loans outside New York, compared to 24% and 20% at year-end 2008 and 2007. At December 31, 2009, 25% of the managed medallion loan portfolio represented loans outside New York, compared to 26% and 17% at year-end 2008 and 2007. We continue to focus our efforts on originating higher yielding medallion loans outside the New York market.

Commercial Loan Portfolio

Our commercial loans represented 16% of the net investment portfolio as of December 31, 2009, compared to 16% and 14% at December 31, 2008 and 2007, and were 18%, 19%, and 19% on a managed basis. Commercial loans decreased by $11,689,000 or 13% during 2009 ($26,834,000 or 15% on a managed basis), primarily reflecting reductions in all loan categories. Net commercial loans serviced by third parties were $13,376,000, $8,646,000, and $12,643,000 at December 31, 2009, 2008, and 2007.

The weighted average yield of the commercial loan portfolio at December 31, 2009 was 12.71%, an increase of 74 basis points from 11.97% at December 31, 2008, which was down 15 basis points from 12.12% at December 31, 2007. The weighted average yield of the managed commercial loan portfolio at December 31, 2009 was 9.50%, an increase of 57 basis points from 8.93% at December 31, 2008, which was down 177 basis points from 10.70% at December 31, 2007. The 2009 increases reflect the higher proportion of higher-yielding mezzanine loans in the portfolio, and the 2008 decreases reflected the greater proportion of floating rate loans, compared to the owned portfolio with a larger concentration of high-yield, fixed rate loans. We continue to originate adjustable-rate and floating-rate loans tied to the prime rate to help mitigate our interest rate risk in a rising interest rate environment. At December 31, 2009, variable-rate loans represented approximately 17% of the commercial portfolio, compared to 22% and 28% at December 31, 2008 and 2007, and were 55%, 59%, and 57% on a managed basis. Although this strategy initially produces a lower yield, we believe that this strategy mitigates interest rate risk by better matching our earning assets to their adjustable-rate funding sources.

Consumer loan portfolios

Our managed consumer loans, all of which are held in the portfolio managed by Medallion Bank, represented 22% of the managed net investment portfolio as of December 31, 2009, compared to 20% and 15% at December 31, 2008 and 2007. Medallion Bank originates adjustable rate consumer loans secured by recreational vehicles, boats, motorcycles, and trailers located in all 50 states. The portfolio is serviced by a third party subsidiary of a major commercial bank.

The weighted average gross yield of the managed consumer loan portfolio was 17.96% at December 31, 2009, compared to 18.26% and 18.54% at December 31, 2008 and 2007. Amortization of the portfolio purchase premium reduced the yield by an average of 0.16%, 0.25%, and 0.51% in 2009, 2008, and 2007. Adjustable rate loans represented approximately 85% of the managed consumer portfolio at December 31, 2009, compared to 89% and 91% at December 31, 2008 and 2007.

Delinquency and Loan Loss Experience

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

For the consumer loan portfolio, the process to repossess the collateral is started at 60 days past due. If the collateral is not located and the account reaches 120 days delinquent, the account is charged off to realized losses. If the collateral is repossessed, a realized loss is recorded to write the collateral down to 75% of its net realizable value, and the collateral is sent to auction. When the collateral is sold, the net auction proceeds are applied to the account, and any remaining balance is written off as a realized loss, and any excess proceeds are recorded as a realized gain. Proceeds collected on charged off accounts are recorded as realized gains. All collection, repossession, and recovery efforts are handled on behalf of Medallion Bank by the servicer.

The following table shows the trend in loans 90 days or more past due as of December 31,


	2009				2008				2007
*(Dollars in thousands)*	Amount		%⁽¹⁾		Amount		%⁽¹⁾		Amount		%⁽¹⁾
Medallion loans	$	1,090	0.3	%	$	765	0.2	%	$	3,519	0.6	%

Commercial loans
Secured mezzanine		6,600	1.6			6,415	1.3			2,819	0.5
Asset-based receivable		—	0.0			—	0.0			—	0.0
Other secured commercial		295	0.1			190	0.0			1,195	0.2

Total commercial loans		6,895	1.7			6,605	1.3			4,014	0.7

Total loans 90 days or more past due	$	7,985	2.0	%	$	7,370	1.5	%	$	7,533	1.3	%

Total Medallion Bank loans	$	3,861	0.9	%	$	4,345	1.1	%	$	1,036	0.3	%

Total managed loans 90 days or more past due	$	11,846	1.4	%	$	11,715	1.3	%	$	8,569	0.9	%

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

In general, collection efforts since the establishment of our collection department have contributed to the reduction in overall delinquencies of medallion and other secured commercial loans. As a result, medallion delinquencies decreased sharply from 2007, although. 2008 delinquencies increased slightly as a result of a borrower’s pending estate issue. Due to the slow economy, secured mezzanine financing, mostly in recreational and consumer-discretionary services, delinquencies increased slightly over 2008. For the same reasons, Medallion Bank also experienced higher consumer delinquencies in 2008 due to bankruptcies and job losses, which improved slightly in 2009 due to the slow recovery. We are actively working with each delinquent borrower to bring them current, and believe that any potential loss exposure is reflected in our mark-to-market estimates on each loan. Although there can be no assurances as to changes in the trend rate and further negative changes in the economy, management believes that any loss exposures are properly reflected in reported asset values.

We monitor delinquent loans for possible exposure to loss by analyzing various factors, including the value of the collateral securing the loan and the borrower’s prior payment history. Under the 1940 Act, our loan portfolio must be recorded at fair value or “marked-to-market.” Unlike other lending institutions, we are not permitted to establish reserves for loan losses. Instead, the valuation of our portfolio is adjusted quarterly to reflect our estimate of the current realizable value of our loan portfolio. Since no ready market exists for this portfolio, fair value is subject to the good faith determination of management and the approval of our Board of Directors. Because of the subjectivity of these estimates, there can be no assurance that in the event of a foreclosure or the sale of portfolio loans we would be able to recover the amounts reflected on our balance sheet.

In determining the value of our portfolio, management and the Board of Directors may take into consideration various factors such as the financial condition of the borrower and the adequacy of the collateral. For example, in a period of sustained increases in market interest rates, management and the Board of Directors could decrease its valuation of the portfolio if the portfolio consists primarily of long-term, fixed-rate loans. Our valuation procedures are designed to generate values that approximate that which would have been established by market forces, and are therefore subject to uncertainties and variations from reported results. Based upon these factors, net unrealized appreciation or depreciation on investments is determined, or the amount by which our estimate of the current realizable value of our portfolio is above or below our cost basis.

The following table sets forth the changes in our unrealized appreciation (depreciation) on investments, other than investments in controlled subsidiaries, for the years ended December 31, 2009, 2008, and 2007.


*(Dollars in thousands)*	Loans		Equity Investments			Foreclosed Properties			Total
Balance December 31, 2006	($3,056	)	$	2,113			$947			$4
Net change in unrealized
Appreciation on investments	—			2,127			8,245			10,372
Depreciation on investments	(4,246	)		(133	)		(159	)		(4,538	)
Reversal of unrealized appreciation (depreciation) related to realized
Gains on investments	—			(1,361	)		(571	)		(1,932	)
Losses on investments	833			—			—			833
Other	—			(4	)		(121	)		(125	)

Balance December 31, 2007	(6,469	)		2,742			8,341			4,614
Net change in unrealized
Appreciation on investments	—			(1,995	)		8,183			6,188
Depreciation on investments	(4,076	)		(110	)		168			(4,018	)
Reversal of unrealized appreciation (depreciation) related to realized
Gains on investments	—			—			(1,400	)		(1,400	)
Losses on investments	5,230			—			322			5,552
Other	200			(200	)		—			—

Balance December 31, 2008	(5,115	)		437			15,614			10,936
Net change in unrealized
Appreciation on investments	—			(333	)		4,242			3,909
Depreciation on investments ⁽¹⁾	(3,507	)		(8,205	)		(519	)		(12,231	)
Reversal of unrealized appreciation (depreciation) related to realized
Gains on investments	—			—			(900	)		(900	)
Losses on investments	3,986			—			919			4,905
Other	400			—			(400	)		—

Balance December 31, 2009	($4,236	)	($	8,101	)	$	18,956		$	6,619

(1)	Includes unrealized depreciation of $7,720 for the year ended December 31, 2009 related to investments in SPAC and SPAC 2. See note 10 to the consolidated financial statements for additional information on these investments.

The following table presents credit-related information for the investment portfolios as of December 31.


*(Dollars in thousands)*	2009			2008			2007
Total loans
Medallion loans	$	321,915		$	402,964		$	498,883
Commercial loans		77,922			89,611			91,782

Total loans		399,837			492,575			590,665
Investment in Medallion Bank and other controlled subsidiaries		72,279			74,750			57,501
Equity investments ⁽¹⁾		3,017			3,272			4,880
Investment securities		—			—			—

Net investments	$	475,133		$	570,597		$	653,046

Net investments at Medallion Bank and other controlled subsidiaries	$	439,409		$	415,413		$	335,743
Managed net investments	$	846,542		$	922,007		$	934,955
Unrealized appreciation (depreciation) on investments
Medallion loans	$	—			$—			($37	)
Commercial loans		(4,236	)		(5,115	)		(6,432	)

Total loans		(4,236	)		(5,115	)		(6,469	)
Investment in Medallion Bank and other controlled subsidiaries ⁽²⁾		—			—			—
Equity investments		(376	)		437			2,742
Investment securities		—			—			—

Total unrealized depreciation on investments ⁽²⁾		($4,612	)		($4,678	)		($3,727	)

Net unrealized depreciation on investments at Medallion Bank and other controlled subsidiaries		($13,519	)		($11,000	)		($7,272	)
Managed total unrealized depreciation on investments ⁽²⁾		($18,131	)		($15,678	)		($10,999	)

Unrealized appreciation (depreciation) as a % of balances outstanding ⁽³⁾
Medallion loans		—	%		—	%		(0.01	%)
Commercial loans		(5.13	)		(5.39	)		(6.54	)
Total loans		(1.05	)		(1.03	)		(1.08	)
Investment in Medallion Bank and other controlled subsidiaries		—			—			—
Equity investments		(11.10	)		15.41			128.22
Investment securities		—			—			—
Net investments		(0.96	)		(0.81	)		(0.57	)

Net investments at Medallion Bank and other controlled subsidiaries		(3.02	%)		(2.62	%)		(2.15	%)
Managed net investments		(2.11	%)		(1.68	%)		(1.17	%)

(1)	Represents common stock and warrants held as investments.

(2)	Excludes $6,966, $0, and $0 for unrealized depreciation on the SPAC, and $1,593, $1,733, and $1,920 for unrealized appreciation on Medallion Hamptons Holding at December 31, 2009, 2008 and 2007.

(3)

Unlike other lending institutions, we are not permitted to establish reserves for loan losses. Instead, the valuation of our portfolio is adjusted quarterly to reflect estimates of the current realizable value of the loan portfolio. These percentages represent the discount or premiums that investments are carried on the books at, relative to their par or gross value.

The following table presents the gain/loss experience on the investment portfolios for the years ended December 31, 2009, 2008, and 2007.


*(Dollars in thousands)*	2009			2008			2007
Realized gains (losses) on loans and equity investments ⁽¹⁾
Medallion loans	$	915		$	1,378		$	1,316
Commercial loans		(5,050	)		(5,266	)		(784	)

Total loans		(4,135	)		(3,888	)		532
Investment in Medallion Bank and other controlled subsidiaries		—			—			—
Equity investments		—			142			13,640
Investment securities		—			—			—

Total realized gains (losses) on loans and equity investments		($4,135	)	($	3,746	)	$	14,172

Net realized losses on investments at Medallion Bank and other controlled subsidiaries		(11,333	)		(7,893	)		(3,868	)

Total managed realized gains (losses) on loans and equity investments		($15,468	)	($	11,639	)	$	10,304

Realized gains (losses) as a % of average balances outstanding
Medallion loans		0.25	%		0.32	%		0.28	%
Commercial loans		(5.64	)		(5.21	)		(0.82	)
Total loans		(0.90	)		(0.72	)		0.09
Investment in Medallion Bank and other controlled subsidiaries		—			—			—
Equity investments		—			5.74			408.53
Investment securities		—			—			—
Net investments		(0.77	)		(0.61	)		2.27

Net investments at Medallion Bank and other controlled subsidiaries		(2.65	%)		(2.11	%)		(1.24	%)
Managed net investments		(1.72	%)		(1.26	%)		1.16	%

(1)	Includes realized gains (losses) of ($1), $1,064, and $1,336 for the years ended December 31, 2009, 2008, and 2007 related to foreclosed properties, which are carried in other assets on the consolidated balance sheet.

The table below summarizes components of unrealized and realized gains and losses in the investment portfolios for the years ended December 31, 2009, 2008, and 2007.


*(Dollars in thousands)*	2009			2008			2007
Net change in unrealized appreciation (depreciation) on investments
Unrealized appreciation		($333	)		($1,994	)	$	2,127
Unrealized depreciation ⁽¹⁾		(4,747	)		(4,186	)		(4,379	)
Net unrealized appreciation (depreciation) on investment in Medallion Bank and other controlled subsidiaries		(5,671	)		(2,419	)		2,292
Realized gains		—			—			(11,647	)
Realized losses		3,986			5,230			833
Unrealized gains on foreclosed properties		3,742			7,273			6,740

Total		($3,023	)	$	3,904			($4,034	)

Net realized gains (losses) on investments
Realized gains	$	—		$	—		$	2,914
Realized losses		(3,986	)		(5,230	)		(833	)
Other gains		—			470			10,732
Direct recoveries (charge-offs)		(148	)		(50	)		23
Realized gains (losses) on foreclosed properties		(1	)		1,064			1,336

Total		($4,135	)		($3,746	)	$	14,172

(1)	Includes unrealized depreciation of $759 for the year ended December 31, 2009 related to the $759 investment in SPAC 2, which is carried in other assets on the consolidated balance sheet.

Investment in Medallion Bank and Other Controlled Subsidiaries

Investment in Medallion Bank and other controlled subsidiaries were 15%, 13%, and 9% of our total portfolio at December 31, 2009, 2008, and 2007. The portfolio company investments primarily represent the wholly-owned unconsolidated subsidiaries of ours, substantially all of which is represented by our investment in Medallion Bank, a non-pass-through, taxpaying entity. We are currently in discussions with the IRS to obtain LLC tax treatment for Medallion Bank, which would provide “pass-through” taxation for our shareholders, and which has already been agreed to by the State of Utah. We cannot assure you that we will be successful in our efforts, but if we are successful, this treatment would reduce taxes and increase the reported net income of Medallion Bank. In

addition, to facilitate maintenance of Medallion Bank’s capital ratio requirement and to provide the necessary capital for continued growth, we periodically make capital contributions to Medallion Bank, including an aggregate of $1,750,000 contributed in January 2009, and an aggregate of $10,750,000 and $6,800,000 contributed over various months in 2008 and 2007. Separately, Medallion Bank paid dividends to the Company of $3,000,000 in 2009 and $6,000,000 and $5,750,000 in 2008 and 2007. Without the capital infusions by us, a portion of the Medallion Bank dividends would have been retained to ensure Medallion Bank met its capital ratio requirements, and in such circumstance, if we maintained our dividend at the existing levels, a portion of those dividends would have represented a tax-free return of capital. See note 3 of the consolidated financial statements for additional information about these investments.

Equity Investments

Equity investments were 1% of our total portfolio at December 31, 2009, 2008, and 2007. Equity investments were less than 1%, less than 1%, and 1% of our total managed portfolio at December 31, 2009, 2008, and 2007. Equity investments are comprised of common stock, partnership interests, and warrants.

Investment Securities

Investment securities were 0% of our total portfolio at December 31, 2009, 2008, and 2007. Investment securities were 2% of our total managed portfolio at December 31, 2009, 2008, and 2007. Investment securities are primarily US Treasuries and/or adjustable-rate mortgage-backed securities purchased by Medallion Bank to better utilize required cash liquidity.

Trend in Interest Expense

Our interest expense is driven by the interest rates payable on our short-term credit facilities with banks, bank certificates of deposit, fixed-rate, long-term debentures issued to the SBA, and other short-term notes payable. The establishment of the Merrill Lynch Commercial Financial Corp line of credit in September 2002 (fully paid off in December 2008), and its favorable subsequent renegotiations had the effect of substantially reducing our cost of funds. We established additional medallion lending relationships with DZ Bank in December 2008, and with Citibank in December 2006 that provided for growth in the portfolio at generally lower rates than under prior facilities. In addition, Medallion Bank began raising brokered bank certificates of deposit during 2004, which were at our lowest borrowing costs. As a result of Medallion Bank raising funds through certificates of deposits as previously noted, we were able to realign the ownership of some of our medallion loans and related assets to Medallion Bank allowing us and our subsidiaries to use cash generated through these transactions to retire debt with higher interest rates. In addition, Medallion Bank is able to bid on these deposits at a wide variety of maturity levels which allows for improved interest rate management strategies.

Our cost of funds is primarily driven by the rates paid on our various debt instruments and their relative mix, and changes in the levels of average borrowings outstanding. See Note 4 to the consolidated financial statements for details on the terms of all outstanding debt. Our debentures issued to the SBA typically have terms of ten years.

We measure our borrowing costs as our aggregate interest expense for all of our interest-bearing liabilities divided by the average amount of such liabilities outstanding during the period. The following table shows the average borrowings and related borrowing costs for the years ended December 31, 2009, 2008, and 2007. Our average balances decreased and Medallion Bank’s increased, reflecting the sourcing of more business to Medallion Bank, and an increase in loan participations sold during the year. The decrease in borrowing costs reflected the trend of decreasing interest rates in the economy.


*(Dollars in thousands)*	Interest Expense		Average Balance		Average Borrowing Costs
December 31, 2009
Revolving lines of credit	$	6,489	$	253,388	2.56	%
SBA debentures		5,725		88,250	6.49
Notes payable to banks		2,124		44,165	4.81
Preferred securities		2,538		33,000	7.69

Total	$	16,876	$	418,803	4.03

Medallion Bank borrowings		11,046		361,613	3.06

Total managed borrowings	$	27,922	$	780,416	3.58

December 31, 2008
Revolving lines of credit	$	15,161	$	355,706	4.26	%
SBA debentures		5,253		81,319	6.46
Preferred securities		2,538		33,000	7.69
Notes payable to banks		759		11,982	6.33

Total	$	23,711	$	482,007	4.92

Medallion Bank borrowings		14,934		324,141	4.61

Total managed borrowings	$	38,645	$	806,148	4.79

December 31, 2007
Revolving lines of credit	$	23,185	$	380,405	6.09	%
SBA debentures		5,007		77,250	6.48
Preferred securities		1,538		19,822	7.76
Notes payable to banks		849		12,324	6.89
Margin loans		125		2,221	5.63

Total	$	30,704	$	492,022	6.24

Medallion Bank borrowings		13,804		268,962	5.13

Total managed borrowings	$	44,508	$	760,984	5.85

We will continue to seek SBA funding to the extent it offers attractive rates. SBA financing subjects its recipients to limits on the amount of secured bank debt they may incur. We use SBA funding to fund loans that qualify under Small Business Investment Act (SBIA) and SBA regulations. We believe that financing operations primarily with short-term floating rate secured bank debt has generally decreased our interest expense, but has also increased our exposure to the risk of increases in market interest rates, which we mitigate with certain interest rate strategies. At December 31, 2009, 2008, and 2007, short-term floating rate debt constituted 70%, 78%, and 78% of total debt, and was 36%, 44%, and 51% on a fully managed basis including the borrowings of Medallion Bank.

Factors Affecting Net Assets

Factors that affect our net assets include net realized gain or loss on investments and change in net unrealized appreciation or depreciation on investments. Net realized gain or loss on investments is the difference between the proceeds derived upon sale or foreclosure of a loan or an equity investment and the cost basis of such loan or equity investment. Change in net unrealized appreciation or depreciation on investments is the amount, if any, by which our estimate of the fair value of our investment portfolio is above or below the previously established fair value or the cost basis of the portfolio. Under the 1940 Act and the SBIA, our loan portfolio and other investments must be recorded at fair value.

Unlike certain lending institutions, we are not permitted to establish reserves for loan losses, but adjust quarterly the valuation of the loan portfolio to reflect our estimate of the current value of the total loan portfolio. Since no ready market exists for our loans, fair value is subject to our good faith determination. In determining such fair value, we and our Board of Directors consider factors such as the financial condition of its borrowers and the adequacy of their collateral. Any change in the fair value of portfolio loans or other investments as determined by us 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.

Our investment in Medallion Bank, as a wholly-owned portfolio investment, is also subject to quarterly assessments of fair value. We conduct a thorough valuation analysis as described previously, and determine whether any factors give rise to valuation different than recorded book value, including various regulatory restrictions that were established at Medallion Bank’s inception, by the FDIC and State of Utah, and also by additional marketplace restrictions, such as the ability to transfer industrial bank charters. As a result of this valuation process, we used Medallion Bank’s actual results of operations as the best estimate of changes in fair value, and recorded the results as a component of unrealized appreciation (depreciation) on investments, although changes in these restrictions and other applicable factors could change these conclusions in the future.

Consolidated Results of Operations

For the Years Ended December 31, 2009 and 2008

Net increase in net assets resulting from operations was $1,022,000 or $0.06 per diluted common share in 2009, down $14,226,000 or 93% from $15,248,000 or $0.86 per share in 2008, primarily reflecting $9,342,000 of charges associated with writing off our investments in the SPAC’s. Aside from these writeoffs, the 2009 decrease primarily reflected lower net interest income, higher operating expenses, and lower noninterest income, partially offset by higher other net realized/unrealized gains. Net investment income after income taxes was $8,180,000 or $0.46 per share in 2009, down $6,910,000 or 46% from $15,090,000 or $0.85 per share in 2008.

Investment income was $41,403,000 in 2009, down $10,881,000 or 21% from $52,284,000 a year ago, and included $1,684,000 from interest recoveries and bonuses on certain investments in 2009, compared to $4,471,000 in 2008. Also included in 2009 were $4,000,000 in dividends from Medallion Bank, compared to $6,000,000 in 2008. Excluding those items, investment income decreased $6,094,000 or 15%, primarily reflecting loan participations sold and loan prepayments, and to a lesser extent, changes in the yields earned. The yield on the investment portfolio was 7.77% in 2009, down 9% from 8.58% in 2008. Excluding the extra interest and dividends, the 2009 yield was down 2% to 6.70% from 6.86% in 2008, reflecting the general decrease in market interest rates and changes in the portfolio mix. Average investments outstanding were $533,106,000 in 2009, down 13% from $609,634,000 a year ago, primarily reflecting loan participations sold and loan prepayments.

Medallion loans were $321,915,000 at year end, down $81,049,000 or 20% from $402,964,000 a year ago, representing 68% of the investment portfolio compared to 70% a year ago, and were yielding 6.23% compared to 6.42% a year ago, a decrease of 3%. The decrease in outstandings primarily reflected sold participations and repayments. The managed medallion portfolio, which includes loans at Medallion Bank and those serviced for third parties, was $584,394,000 at year end, down $7,019,000 or 1% from $591,413,000 a year ago, reflecting the above and the strong overall portfolio growth at Medallion Bank. The commercial loan portfolio was $77,922,000 at year end, compared to $89,611,000 a year ago, a decrease of $11,689,000 or 13%, and represented 16% of the investment portfolio in both periods. The decrease reflected repayments in all portfolios. Commercial loans yielded 12.71% at year end, up 6% from 11.97% a year ago, reflecting the increased share of high-yield mezzanine loans. The net managed commercial loan portfolio, which includes loans at Medallion Bank and those serviced for or by third parties, was $136,013,000 at year end, down $31,563,000 or 19% from $167,576,000 a year ago, primarily reflecting the changes described above, decreases in the asset-based and real estate loan portfolios at Medallion Bank, and by the net increase in third party loan participations purchased. Investments in Medallion Bank and other controlled subsidiaries were $72,279,000 at year end, down $2,471,000 or 3% from $74,750,000 a year ago, primarily reflecting the writeoff of the SPAC investment, partially offset by increased investment in Medallion Bank, and our equity in the earnings of Medallion Bank, and which represented 15% of the investment portfolio, compared to 13% a year ago, and which yielded 5.53% at year end, compared to 8.22% a year ago. See Notes 3 and 10 of the consolidated financial statements for additional information about Medallion Bank and the other controlled subsidiaries. Equity investments were $3,017,000 at year end, down $255,000 or 8% from $3,272,000 a year ago, primarily reflecting portfolio depreciation, partially offset by increased equity purchases, and represented 1% of the investment portfolio at both year ends, and had a dividend yield of 2.50%, compared to 4.33% a year ago. Investment securities were zero at both year ends. See page 33 for a table that shows balances and yields by type of investment.

Interest expense was $16,876,000 in 2009, down $6,835,000 or 29% from $23,711,000 in 2008. The decrease in interest expense was primarily due to the decreased cost of borrowed funds, and to a lesser extent, to decreased levels of borrowings. The cost of borrowed funds was 4.03% in 2009, compared to 4.92% a year ago, a decrease of 18%, reflecting the sharp declines in interest rates as the Fed lowered rates to address the economic crisis, and that impact on the adjustable rate nature of much of our borrowings. Average debt outstanding was $418,803,000 in 2009, compared to $482,007,000 a year ago, a decrease of 13%, primarily reflecting decreased borrowings as portfolio outstandings declined. See page 40 for a table which shows average balances and cost of funds for our funding sources.

Net interest income was $24,527,000 and the net interest margin was 4.60% in 2009, down $4,046,000 or 14% from $28,573,000 a year ago, which represented a net interest margin of 4.69%, all reflecting the items discussed above.

Noninterest income, which is comprised of servicing fee income, prepayment fees, late charges, and other miscellaneous income was $3,383,000 in 2009, down $454,000 or 12% from $3,837,000 a year ago. Included in noninterest income in 2008 were unusually large prepayment penalties relating to the payoffs of several large fleets of $667,000. Excluding those prepayment penalties, noninterest income increased 7% in 2009, primarily reflecting higher servicing and other fees generated from a larger portfolio base at Medallion Bank, partially offset by lower investment partnership income distributions and audit and due diligence fees.

Operating expenses were $19,730,000 in 2009, up $2,410,000 or 14% from $17,320,000 in 2008, primarily reflecting $1,622,000 of charges associated with potential liabilities of the SPAC’s. Excluding the SPAC-related charges, operating expenses increased $788,000 or 5%. Salaries and benefits expense was $10,989,000 in the year, up $300,000 or 3% from $10,689,000 in 2008, primarily reflecting an increase in salary levels and lower salary deferrals related to loan originations, partially offset by lower bonus accruals and stock compensation expense. Professional fees were $1,554,000 in 2009, down $52,000 or 3% from $1,606,000 a year ago, primarily reflecting lower accounting costs, partially offset by higher other professional and legal expenses related to various investment opportunities. Occupancy expense was $1,275,000 in 2009, up $4,000 from $1,271,000 in 2008. Other operating expenses of $5,912,000 in 2009 were up $2,158,000 or 57% from $3,754,000 a year ago, primarily reflecting $1,622,000 of charges associated with potential liabilities of the SPAC’s. Excluding the SPAC-related charges, other operating expenses increased $536,000 or 14%, primarily reflecting higher travel and entertainment expense, director’ fees, computer costs, and printing expenses, partially offset by lower franchise tax accruals and depreciation and amortization expenses.

Income tax expense was $0 in 2009 and 2008.

Net change in unrealized depreciation on investments was $3,023,000 in 2009, compared to appreciation of $3,904,000 in 2008, a decrease in appreciation of $6,927,000. Net change in unrealized appreciation, net of the net unrealized depreciation on Medallion Bank and the other controlled subsidiaries was appreciation of $2,648,000 in 2009, compared to $6,323,000 in 2008, resulting in decreased appreciation of $3,675,000 in 2009. Unrealized appreciation (depreciation) arises when we make valuation adjustments to the investment portfolio. When investments are sold or written off, any resulting realized gain (loss) is grossed up to reflect previously recorded unrealized components. As a result, movement between periods can appear distorted. The 2009 activity resulted from net depreciation on Medallion Bank and other controlled subsidiaries of $5,671,000, net unrealized depreciation on loans of $3,507,000, and net unrealized depreciation on equity investments of $1,573,000, partially offset by reversals of unrealized depreciation associated with fully depreciated loans which were charged off of $3,986,000, net appreciation on foreclosed property of $3,724,000, and reversals of unrealized depreciation associated with foreclosed properties that were sold of $18,000. The 2008 activity resulted from net unrealized appreciation on foreclosed property of $8,351,000 and reversals of unrealized depreciation associated with fully depreciated loans which were charged off of $5,230,000, partially offset by net unrealized depreciation on loans of $3,875,000, net depreciation on Medallion Bank and other controlled subsidiaries of $2,419,000, net unrealized depreciation on equity investments of $2,305,000, and by net reversals of unrealized appreciation associated with foreclosed properties that were sold of $1,078,000. The net appreciation or depreciation on Medallion Bank and other controlled subsidiaries described above is net of the dividends declared by them to us of $4,000,000 in 2009 and $6,000,000 in 2008, and also in 2009 includes depreciation of $6,965,000 related to the writeoffs of the SPAC investments.

Our net realized losses on investments were $4,135,000 in 2009, compared to $3,746,000 in 2008, reflecting increased losses of $389,000 in 2009. The 2009 activity reflected the reversals described in the unrealized paragraph above and net direct charge offs of $148,000, partially offset by net direct gains on the sale of foreclosed properties of $18,000. The 2008 activity reflected the reversals described above and net direct charge offs of $50,000 and net direct losses on foreclosed properties of $14,000, partially offset by net direct gains on sales of equity and other investments of $470,000.

Our net realized/unrealized losses on investments were $7,158,000 in 2009, compared to gains of $158,000 in 2008, an increase of $7,316,000 of net losses in 2009, reflecting the above.

For the Years Ended December 31, 2008 and 2007

Net increase in net assets resulting from operations was $15,248,000 or $0.86 per diluted common share in 2008, down $188,000 or 1% from $15,436,000 or $0.87 per share in 2007. The 2008 changes primarily reflected lower net realized/unrealized gains, partially offset by higher net interest and noninterest income and lower operating expenses. Net investment income after taxes was $15,090,000 or $0.85 per share in 2008, up $9,792,000 from $5,298,000 or $0.30 per share in 2007.

Investment income was $52,284,000 in 2008, up $891,000 or 2% from $51,393,000 a year ago, and included $4,471,000 from interest recoveries and bonuses on certain investments in 2008, compared to $821,000 in 2007. Also included in 2008 were $6,000,000 in dividends from Medallion Bank, compared to $5,750,000 in 2007. Excluding those items, investment income decreased $3,009,000 or 7%, primarily reflecting changes in the yields earned. The yield on the investment portfolio was 8.58% in 2008, up 2% from 8.44% in 2007. Excluding the extra interest and dividends, the 2008 yield was down 7% to 6.86% from 7.36% in 2007, reflecting the general decrease in market interest rates and changes in the portfolio mix. Average investments outstanding were $609,634,000 in 2008 up slightly from $608,626,000 a year ago, primarily reflecting loan participations sold, partly offset by growth in the medallion loan portfolio.

Medallion loans were $402,964,000 at year end, down $95,919,000 or 19% from $498,883,000 a year ago, representing 70% of the investment portfolio compared to 76% a year ago, and were yielding 6.42% compared to 7.13% a year ago, a decrease of 10%, reflecting the declining interest rate environment. The decrease in outstandings primarily reflected an increase in loan participations sold and certain fleet repayments, partially offset by portfolio growth. The managed medallion portfolio, which includes loans at Medallion Bank and those serviced for third parties, was $591,413,000 at year end, up $472,000 from $590,941,000 a year ago. The commercial loan portfolio was $89,611,000 at year end, compared to $91,782,000 a year ago, a decrease of $2,171,000 or 2%, and represented 16% of the investment portfolio, compared to 14% a year ago. The decrease primarily reflected reductions in the asset-based and other secured commercial lending portfolios, partially offset by growth in the high-yield mezzanine loan portfolio. Commercial loans yielded 11.97% at year end, down 1% from 12.12% a year ago, reflecting the market rate decreases. The net managed commercial portfolio, which includes loans at Medallion Bank and those serviced for or by third parties, was $167,576,000 at year end, up $593,000 from $166,983,000 a year ago, primarily reflecting growth in the high-yield mezzanine loan portfolio, partially offset by the net decrease in third party loan participations purchased. Investments in Medallion Bank and other controlled subsidiaries were $74,750,000 at year end, up $17,249,000 or 30% from $57,501,000 a year ago, primarily reflecting the increase in investments in the SPAC and Medallion Bank, and our equity in the earnings of Medallion Bank, and which represented 13% of the investment portfolio compared to 9% a year ago, and which yielded 8.22% at year end, compared to 13.64% a year ago. See Notes 3 and 10 of the consolidated financial statements for additional information about Medallion Bank and the other controlled subsidiaries. Equity investments were $3,272,000 at year end, down $1,608,000 or 33% from $4,880,000 a year ago, primarily reflecting portfolio depreciation, partially offset by increased equity purchases, and represented 1% of the investment portfolio at both year ends, and had a dividend yield of 4.33%, compared to 4.70% a year ago. Investment securities were zero at both year ends. See page 33 for a table that shows balances and yields by type of investment.

Interest expense was $23,711,000 in 2008, down $6,993,000 or 23% from $30,704,000 in 2007. The decrease in interest expense was primarily due to the decreased cost of borrowed funds. The cost of borrowed funds was 4.92% in 2008, compared to 6.24% a year ago, a decrease of 21%, reflecting the peak in rates during 2007, and their subsequent decline as the Fed lowered interest rates, and that impact on the adjustable rate nature of much of our borrowings. Average debt outstanding was $482,007,000 in 2008, compared to $492,022,000 a year ago, a decrease of 2%, reflecting changes in the levels of borrowings used to fund portfolio investments. See page 40 for a table which shows average balances and cost of funds for our funding sources.

Net interest income was $28,573,000 and the net interest margin was 4.69% in 2008, up $7,884,000 or 38% from $20,689,000 a year ago, which represented a net interest margin of 3.40%, all reflecting the items discussed above.

Noninterest income, which is comprised of servicing fee income, prepayment fees, late charges, and other miscellaneous income was $3,837,000 in 2008, up $1,393,000 or 57% from $2,444,000 a year ago. Included in noninterest income in 2008 were unusually large prepayment penalties relating to the payoffs of several large fleets of $667,000. Excluding those prepayment penalties, noninterest income increased 28% in 2008, primarily reflecting higher servicing fees generated from the portfolio base, other prepayment penalties, and investment partnership income distributions.

Operating expenses were $17,320,000 in 2008, down $515,000 or 3% from $17,835,000 in 2007. Salaries and benefits expense was $10,689,000 in the year, up $497,000 or 5% from $10,192,000 in 2007, primarily reflecting higher staffing and salary levels, partially offset by lower bonus accruals, higher salary deferrals related to loan originations, and lower stock compensation expense. Professional fees were $1,606,000 in 2008, down $997,000 or 38% from $2,603,000 a year ago, primarily reflecting higher 2007 costs related to investment projects under consideration, higher accounting costs, including costs related to deconsolidating Medallion Bank and for consultant services for operational reviews, and higher legal expenses. Rent expense was $1,271,000 in 2008, down $82,000 or 6% from $1,353,000 in 2007, primarily reflecting catch up rent reimbursements received from an unconsolidated portfolio company. Other operating expenses of $3,754,000 in 2008 were up $67,000 or 2% from $3,687,000 a year ago, reflecting higher directors’ fees, franchise tax accruals, and travel and entertainment expense, partially offset by lower loan collections costs, office expense, and insurance expense.

Income tax expense was $0 in 2008 and 2007.

Net change in unrealized appreciation on investments was $3,904,000 in 2008, compared to depreciation of $4,034,000 in 2007, an increase of $7,938,000 in appreciation in 2008. Net change in unrealized appreciation, net of the net unrealized appreciation or depreciation on Medallion Bank and the other controlled subsidiaries was $6,323,000 in 2008, compared to depreciation of $6,326,000 in 2007, resulting in increased appreciation of $12,649,000 in 2008. Unrealized appreciation (depreciation) arises when we make valuation adjustments to the investment portfolio. When investments are sold or written off, any resulting realized gain (loss) is grossed up to reflect previously recorded unrealized components. As a result, movement between periods can appear distorted. The 2008 activity resulted from net unrealized appreciation on foreclosed property of $8,351,000 and reversals of unrealized depreciation associated with fully depreciated loans which were charged off of $5,230,000, partially offset by net unrealized depreciation on loans of $3,875,000, net depreciation on Medallion Bank and other controlled subsidiaries of $2,419,000, net unrealized depreciation on equity investments of $2,305,000, and by net reversals of unrealized appreciation associated with foreclosed properties that were sold of $1,078,000. The 2007 activity resulted from reversals of unrealized appreciation associated with equity investments that were sold of $11,647,000, net unrealized depreciation on loans of $4,246,000, and reversals of unrealized appreciation associated with foreclosed properties that were sold of $1,336,000, partially offset by net unrealized appreciation on foreclosed property of $8,076,000, net appreciation on Medallion Bank and other controlled subsidiaries of $2,292,000, net unrealized appreciation on equity investments of $1,994,000, and by reversals of unrealized depreciation associated with fully depreciated loans which were charged off of $833,000. The net appreciation or depreciation on Medallion Bank and other controlled subsidiaries described above is net of dividends declared by them to Medallion Financial of $6,000,000 in 2008 and $5,750,000 in 2007.

Our net realized losses on investments were $3,746,000 in 2008, compared to gains of $14,172,000 in 2007. The 2008 activity reflected the reversals described in the unrealized paragraph above and net direct charge offs of $50,000 and net direct losses on foreclosed properties of $14,000, partially offset by net direct gains on sales of equity and other investments of $470,000. The 2007 activity reflected the above and net direct gains on sales of equity and other investments of $1,999,000 and net direct recoveries of $23,000.

The Company’s net realized/unrealized gains on investments were $158,000 in 2008 and $10,138,000 in 2007, reflecting the above.

ASSET/LIABILITY MANAGEMENT

Interest Rate Sensitivity

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

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

The effect of changes in interest rates is mitigated by regular turnover of the portfolio. Based on past experience, we anticipate that approximately 40% of the taxicab medallion portfolio will mature or be prepaid each year. We believe that the average life of our loan portfolio varies to some extent as a function of changes in interest rates. Borrowers are more likely to exercise prepayment rights in a decreasing interest rate environment because the interest rate payable on the borrower’s loan is high relative to prevailing interest rates. Conversely, borrowers are less likely to prepay in a rising interest rate environment. However, borrowers may prepay for a variety of other reasons, such as to monetize increases in the underlying collateral values, particularly in the medallion loan portfolio.

In addition, we manage our exposure to increases in market rates of interest by incurring fixed-rate indebtedness, such as ten year subordinated SBA debentures, and by setting repricing intervals or the maturities of tranches drawn under the revolving lines of credit or issued as certificates of deposit, for terms of up to five years. We had outstanding SBA debentures of $88,250,000 with a weighted average interest rate of 6.09%, constituting 23% of our total indebtedness as of December 31, 2009. Also, as of December 31, 2009, portions of the adjustable rate debt with banks repriced at intervals of as long as 34 months, and certain of the certificates of deposit were for terms of up to 35 months, further mitigating the immediate impact of changes in market interest rates.

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

The following table presents our interest rate sensitivity gap at December 31, 2009, compared to the respective positions at the end of 2008 and 2007. The principal amount of interest earning assets is assigned to the time frame in which such principal amounts are contractually obligated to be repriced. We have not reflected an assumed annual prepayment rate for such assets in this table.


	December 31, 2009 Cumulative Rate Gap ⁽¹⁾
*(Dollars in thousands)*	Less Than 1 Year			More Than 1 and Less Than 2 Years			More Than 2 and Less Than 3 Years			More Than 3 and Less Than 4 Years		More Than 4 and Less Than 5 Years		More Than 5 and Less Than 6 Years			Thereafter			Total
Earning assets
Floating-rate	$	12,087		$	—		$	—		$	—	$	—	$	—		$	—		$	12,087
Adjustable rate		30,208			27,129			7,572			—		—		—			—			64,909
Fixed-rate		31,128			97,400			114,983			48,344		22,426		8,367			4,468			327,117
Cash		33,401			—			—			—		—		—			—			33,401

Total earning assets	$	106,824		$	124,529		$	122,555		$	48,344	$	22,426	$	8,367		$	4,468		$	437,514

Interest bearing liabilities
Revolving lines of credit	$	197,362		$	—		$	—		$	—	$	—	$	—		$	—		$	197,362
SBA debentures		—			17,985			13,500			19,450		13,500		9,250			14,565			88,250
Notes payable to banks		38,798			16,579			8,533			—		—		—			—			63,910
Preferred securities		—			—			33,000			—		—		—			—			33,000

Total liabilities	$	236,160		$	34,564		$	55,033		$	19,450	$	13,500	$	9,250		$	14,565		$	382,522

Interest rate gap	($	129,336	)	$	89,965		$	67,522		$	28,894	$	8,926		($883	)	($	10,097	)	$	54,992

Cumulative interest rate gap ⁽²⁾	($	129,336	)		($39,371	)	$	28,151		$	57,045	$	65,972	$	65,089		$	54,992			—

December 31, 2008 ⁽²⁾	($	240,998	)		($171,785	)	$	48,841		$	57,488	$	81,687	$	76,954		$	66,863			—
December 31, 2007 ⁽²⁾	($	278,252	)		($185,966	)	($	21,721	)	$	77,901	$	108,459	$	96,540		$	87,305			—

(1)	The ratio of the cumulative one year gap to total interest rate sensitive assets was (30%), (46%), and (44%), as of December 31, 2009, 2008, and 2007, and was (25%), (34%), and (34%), on a combined basis with Medallion Bank.

(2)

Adjusted for the medallion loan 40% prepayment assumption results in a cumulative one year negative interest rate gap and related ratio of ($34,286) or (8%) for December 31, 2009, compared to ($107,671) or (20%) and ($127,292) or (20%) for December 31, 2008 and 2007, respectively, and was ($85,130) or (9%), ($155,873) or (16%), and ($156,202) or (16%) on a combined basis with Medallion Bank.

Our interest rate sensitive assets were $437,514,000 and interest rate sensitive liabilities were $382,522,000 at December 31, 2009. The one-year cumulative interest rate gap was a negative $129,336,000 or 30% of interest rate sensitive assets, compared to a negative $240,998,000 or 46% at December 31, 2008 and $278,252,000 or 44% at December 31, 2007. However, using our estimated 40% prepayment/refinancing rate for medallion loans to adjust the interest rate gap resulted in a negative gap of $34,286,000 or 8% at December 31, 2009. We seek to manage interest rate risk by originating adjustable-rate loans, by incurring fixed-rate indebtedness, by evaluating appropriate derivatives, pursuing securitization opportunities, and by other options consistent with managing interest rate risk.

On a combined basis with Medallion Bank, our interest rate sensitive assets were $897,963,000 and interest rate sensitive liabilities were $754,241,000 at December 31, 2009. The one-year cumulative interest rate gap was a negative $225,251,000 or 25% of interest rate sensitive assets, compared to a negative $326,687,000 or 34% and $333,855,000 or 34% at December 31, 2008 and 2007. Using our estimated 40% prepayment/refinancing rate for medallion loans to adjust the interest rate gap resulted in a negative gap of $85,130,000 or 9% at December 31, 2009.

Interest Rate Cap Agreements

The Company manages its exposure to increases in market rates of interest by periodically purchasing interest rate caps to lock in the cost of funds of its variable-rate debt in the event of a rapid run up in interest rates. During 2009, the Company entered into contracts to purchase interest rate caps on $252,000,000 notional value of principal from various multinational banks, of which $202,000,000 are active with termination dates ranging to June, 2011. The caps provide for payments to the Company if various LIBOR thresholds are exceeded during the cap terms. The caps were fully expensed in 2009 and are carried at $0 on the balance sheet, and $171,000 was recorded in interest expense for the year ended December 31, 2009. The Company had no interest rate cap agreements or other derivative instruments outstanding during 2008 and 2007.

Liquidity and Capital Resources

Our sources of liquidity are the revolving lines of credit with DZ Bank, Citibank, and Sterling Bank, unfunded commitments from the SBA for long-term debentures that are issued to or guaranteed by the SBA, loan amortization and prepayments, private issuances of debt securities, and participations or sales of loans to third parties. As a RIC, we are required to distribute at least 90% of our investment company taxable income; consequently, we have primarily relied upon external sources of funds to finance growth. Trust III’s $200,000,000 revolving line of credit with DZ Bank had $16,610,000 of availability. Trust II’s $35,000,000 line with Citibank had availability of $21,027,000 as of December 31, 2009, which after commitment reductions in January and February 2010 was fully paid off in March 2010. Medallion Capital had $8,500,000 of additional funding commitments with the SBA, which requires capital contributions from us of up to $4,250,000. Since SBA financing subjects its recipients to certain regulations, we will seek funding at the subsidiary level to maximize its benefits. Lastly, $8,957,000 was available under revolving credit agreements with commercial banks, and approximately $242,000 was available under our margin loans.

Additionally, Medallion Bank, our wholly-owned, unconsolidated portfolio company has access to independent sources of funds for our business originated there, primarily through brokered certificates of deposit. At the current required capital levels, it is expected, although there can be no guarantee, that deposits of approximately $135,500,000 could be raised by Medallion Bank to fund future loan origination activities, and Medallion Bank also has $30,000,000 available under Fed Funds lines with several commercial banks. In addition, Medallion Bank, as a non-RIC subsidiary of ours, is allowed to retain all earnings in the business to fund future growth.

The components of our debt were as follows at December 31, 2009. See note 4 to the consolidated financial statements on page F-18 for details of the contractual terms of our borrowings.


*(Dollars in thousands)*	Balance		Percentage		Rate ⁽¹⁾
Revolving lines of credit	$	197,362	52	%	1.32	%
SBA debentures		88,250	23		6.09
Notes payable to banks		63,910	17		4.48
Preferred securities		33,000	8		7.68

Total outstanding debt	$	382,522	100	%	3.50

Deposits at Medallion Bank		371,719	—		1.85	%

Total outstanding debt, including Medallion Bank	$	754,241	—		2.69

(1)	Weighted average contractual rate as of December 31, 2009.

Our contractual obligations expire on or mature at various dates through September 2037. The following table shows all contractual obligations at December 31, 2009.


	Payments due by period
*(Dollars in thousands)*	Less than 1 year		1 - 2 years		2 - 3 years		3 - 4 years		4 - 5 years		More than 5 years		Total
Revolving lines of credit	$	13,972	$	—	$	—	$	183,390	$	—	$	—	$	197,362
SBA debentures		—		17,985		13,500		19,450		13,500		23,815		88,250
Notes payable to banks		19,700		35,813		8,397		—		—		—		63,910
Preferred securities		—		—		—		—		—		33,000		33,000

Total	$	33,672	$	53,798	$	21,897	$	202,840	$	13,500	$	56,815	$	382,522

Deposits at Medallion Bank		260,069		95,636		16,014		—		—		—		371,719

Total, including Medallion Bank	$	293,741	$	149,434	$	37,911	$	202,840	$	13,500	$	56,815	$	754,241

We value our portfolio at fair value as determined in good faith by management and approved by the Board of Directors in accordance with our valuation policy. Unlike certain lending institutions, we are not permitted to establish reserves for loan losses. Instead, we must value each individual investment and portfolio loan on a quarterly basis. We record unrealized depreciation on investments and loans when we believe that an asset has been impaired and full collection is unlikely. We record unrealized appreciation on equities if we have a clear indication that the underlying portfolio company has appreciated in value and, therefore, our equity investment has also appreciated in value. Without a readily ascertainable market value, the estimated value of our portfolio of investments and loans may differ significantly from the values that would be placed on the portfolio if there existed a ready market for the investments. We adjust the valuation of the portfolio quarterly to reflect management’s estimate of the current fair value of each investment in the portfolio. Any changes in estimated fair value are recorded in our statement of operations as net unrealized appreciation (depreciation) on investments. Our investment in Medallion Bank, as a wholly-owned portfolio investment, is also subject to quarterly assessments of its fair value. We conduct a thorough valuation analysis as described previously, and determine whether any factors give rise to valuation different than recorded book value. As a result of this valuation process, we used Medallion Bank’s actual results of operations as the best estimate of changes in fair value, and recorded the result as a component of unrealized appreciation (depreciation) on investments, although changes in these restrictions and other applicable factors could change these conclusions in the future.

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

The following table illustrates sources of available funds for us and each of our subsidiaries, and amounts outstanding under credit facilities and their respective end of period weighted average interest rates at December 31, 2009. See note 4 to the consolidated financial statements for additional information about each credit facility.


*(Dollars in thousands)*	The Company			MFC			MCI			MBC		FSVC			UTAH			Total			12/31/2008
Cash	$	9,680		$	4,959		$	4,920		$	2,200	$	11,642		$	—		$	33,401		$	32,075
Bank loans		37,572			35,295			—			—		—			—			72,867			28,000
Amounts undisbursed		2,100			6,857			—			—		—			—			8,957			13,000
Amounts outstanding		35,472			28,438			—			—		—			—			63,910			26,542
Average interest rate		4.09	%		4.97	%		—			—		—			—			4.48	%		4.47	%
Maturity		5/10-7/12			5/10-11/12			—			—		—			—			5/10-11/12			7/09-7/11
Preferred securities		33,000			—			—			—		—			—			33,000			33,000
Average interest rate		7.68	%		—			—			—		—			—			7.68	%		7.68	%
Maturity		9/37			—			—			—		—			—			9/37			9/37
Lines of credit ⁽¹⁾		—			235,000			—			—		—			—			235,000			425,000
Amounts undisbursed		—			37,638			—			—		—			—			37,638			110,142
Amounts outstanding		—			197,362			—			—		—			—			197,362			314,858
Average interest rate		—			1.32	%		—			—		—			—			1.32	%		3.28	%
Maturity		—			5/10-12/13			—			—		—			—			5/10-12/13			11/09-12/13
Margin loan		—			—			—			—		—			—			—			—
Average interest rate		—	%		—			—			—		—			—			—	%		—	%
Maturity		N/A			—			—			—		—			—			N/A			N/A
SBA debentures		—			—			46,750			—		50,000			—			96,750			96,750
Amounts undisbursed		—			—			8,500			—		—			—			8,500			8,500
Amounts outstanding		—			—			38,250			—		50,000			—			88,250			88,250
Average interest rate		—			—			6.10	%		—		6.09	%		—			6.09	%		6.10	%
Maturity		—			—			9/11-9/18			—		9/11-3/19			—			9/11-3/19			9/11-3/19

Total cash and amounts remaining undisbursed under credit facilities	$	11,780		$	49,454		$	13,420		$	2,200	$	11,642		$	—		$	88,496		$	163,717

Total debt outstanding	$	68,472		$	225,800		$	38,250		$	—	$	50,000		$	—		$	382,522		$	462,650

Including Medallion Bank
Cash		—			—			—			—		—		$	13,340		$	13,340		$	9,401
Certificates of deposit		—			—			—			—		—			371,719			371,719			366,408
Average interest rate		—			—			—			—		—			1.85	%		1.85	%		3.85	%
Maturity		—			—			—			—		—			1/10-12/12			1/10-12/12			1/09-11/11

Total cash and amounts remaining undisbursed under credit facilities	$	11,780		$	49,454		$	13,420		$	2,200	$	11,642		$	13,340		$	101,836		$	173,107

Total debt outstanding	$	68,472		$	225,800		$	38,250		$	—	$	50,000		$	371,719		$	754,241		$	829,058

(1)	In November 2009, Citibank extended the line of credit to May 2010 at a reduced commitment amount of $35,000,000 and higher borrowing costs of 250 bps over the commercial paper rate, compared to 90 bps previously. The line was paid off in March 2010.

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

Based on current market conditions, we believe Citibank may not extend the credit facility beyond its current maturity date in May 2010, and as a result, it was paid in full in March 2010. We have available liquidity of $16,610,000 under our revolving credit agreement with DZ Bank as of December 31, 2009. We also generate liquidity through deposits generated at Medallion Bank, borrowing arrangements with other banks, and through the issuance of SBA debentures, as well as from cash flow from operations. In addition, we may choose to participate a greater portion of our loan portfolio to third parties. We are actively seeking additional sources of liquidity, including sources of liquidity to repay our borrowings under the Citibank facility; however, given current market conditions, we cannot assure you that we will be able to secure additional liquidity on terms favorable to us or at all. If that occurs, we may decline to underwrite lower yielding loans in order to conserve capital until credit conditions in the market become more favorable; or we may be required to dispose of assets when we would not otherwise do so, and at prices which may be below the net book value of such assets in order for us to repay indebtedness on a timely basis. Also, Medallion Bank is not a RIC, and therefore is able to retain earnings to finance growth.

Recently Issued Accounting Standards

In January 2010, the FASB issued Accounting Standards Update 2010-06, “Fair Value Measurements and Disclosures (Topic 820), Improving Disclosures about Fair Value Measurements” (FASB ASU 2010-06). FASB ASU 2010-06 amends Subtopic 820-10, Fair Value Measurements and Disclosures - Overall, and requires new disclosures related to the transfers in and out of Level 1 and 2, as well as requiring that a reporting entity present separately information about purchases, sales, issuances, and settlements rather than as one net number. Additionally, FASB ASU 2010-06 amends Subtopic 820-10 by clarifying existing disclosures related to level of disaggregation as well as disclosures about inputs and valuation techniques. FASB ASU 2010-06 is effective for reporting periods beginning after December 15, 2009, except for the disclosures about purchases, sales, issuances and settlements in the roll forward of activity in Level 3 fair value measurements, these disclosures are effective for reporting periods beginning after December 15, 2010. The Company does not expect adoption of FASB ASU 2010-06 to have an impact on its financial condition or results of operations.

In January 2010, the FASB issued Accounting Standards Update 2010-02, “Consolidation (Topic 810), Accounting and Reporting for Decreases in Ownership of a Subsidiary - a Scope Clarification” (FASB ASU 2010-02). FASB ASU 2010-02 amends Subtopic 810-10, Consolidation - Overall, and related guidance within US GAAP to clarify that the scope of the decrease in ownership provisions of the Subtopic and related guidance applies to a subsidiary or group of assets that is a business activity, a subsidiary that is a business activity that is transferred to an equity method investee or joint venture, and an exchange of a group of assets that constitutes a business activity for a noncontrolling interest in an entity. FASB ASU 2010-02 also clarifies certain situations which do not constitute a decrease in ownership as it relates to Subtopic 810-10. FASB ASU 2010-02 is effective for reporting periods ending on or after December 15, 2009. The Company has adopted the provisions of ASU 2010-02 and the adoption has not had an impact on its financial condition or results of operations.

In September 2009, the FASB issued Accounting Standards Update 2009-12, “Fair Value Measurements and Disclosures (Topic 820), Investments in Certain Entities That Calculate Net Asset value per Share or its Equivalent” (FASB ASU 2009-12). FASB ASU 2009-12 amends Subtopic 820-10, Fair Value Measurements and Disclosures - Overall, and permits in certain circumstances a reporting entity to measure the fair value of an investment on the basis of the net asset value per share of the investment. Additionally, the update requires additional disclosures such as the nature of any restrictions on the investor’s ability to redeem its investments at the measurement date, any unfunded commitments and the investment strategies of the investees. FASB ASU 2009-12 is effective for reporting periods ending after December 15, 2009 with early adoption permitted. The Company does not expect adoption of FASB ASU 2009-12 to have a material impact on its financial condition or results of operations.

In August 2009, the FASB issued Accounting Standards Update 2009-05, “Fair Value Measurements and Disclosures (Topic 820), Measuring Liabilities at Fair Value” (FASB ASU 2009-05). FASB ASU 2009-05 provides amendments to subtopic 820-10, Fair Value Measurements and Disclosures - Overall, clarifies the techniques a reporting entity should use in valuing a liability in circumstances where a quoted price in an active market for an identical liability is not available, as well as clarifying that the requirements needed for Level 1 fair value measurements when the quoted price of an identical liability is utilized. FASB ASU 2009-05 is effective for the first reporting period beginning after issuance. The Company has adopted the provisions of FASB ASU 2009-05 and the adoption has not had a material impact on its financial condition or results of operations.

In June 2009, the FASB issued an update to ASC Topic 860, “Transfer and Servicing,” which among other things, removes the concept of a qualifying special-purpose entity, and changes the requirements for derecognizing financial assets. Additionally, the update requires additional disclosures about transfers of financial assets, including securitization transactions and areas where companies have continued exposure to the risks related to transferred financial assets. The update is effective for annual reporting periods beginning after November 15, 2009. The Company is currently evaluating the impact that the update will have on the consolidated financial statements.

In June 2009, the FASB issued an update to ASC Topic 810, “Consolidation,” which, among other things, (i) require an entity to perform an analysis to determine whether an entity’s variable interest or interests give it a controlling financial interest in a variable interest entity; (ii) require ongoing reassessments of whether an entity is the primary beneficiary of a variable interest entity, and eliminate the quantitative approach previously required for determining the primary beneficiary of a variable interest entity; (iii) amend certain guidance for determining whether an entity is a variable interest entity; and (iv) require enhanced disclosure that will provide users of financial statements with more transparent information about an entity’s involvement in a variable interest entity. The update is effective for interim and annual periods beginning after November 15, 2009. The Company does not expect the adoption of the update to have a material impact on its financial condition or results of operations.

In April 2009, the FASB issued an update to ASC Topic 805, “Business Combinations.” The update amends and clarifies ASC Topic 805 to address application issues raised by preparers, auditors, and members of the legal profession on initial recognition and measurement, subsequent measurement, and accounting, and disclosure of assets and liabilities arising from contingencies in a business combination. The update is effective for assets and liabilities arising from contingencies in business combinations for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after December 15, 2008. The Company has adopted this update which has not had a material impact on its financial condition or results of operations.

ITEM 6A.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

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

We value our portfolio at fair value as determined in good faith by management and approved by the Board of Directors in accordance with our valuation policy. Unlike certain lending institutions, we are not permitted to establish reserves for loan losses. Instead, we must value each individual investment and portfolio loan on a quarterly basis. We record unrealized depreciation on investments and loans when we believe that an asset has been impaired and full collection is unlikely. We record unrealized appreciation on equities if there is a clear indication that the underlying portfolio company has appreciated in value and, therefore, our equity investment has also appreciated in value. Without a readily ascertainable market value, the estimated value of our portfolio of investments and loans may differ significantly from the values that would be placed on the portfolio if there existed a ready market for the investments. We adjust the valuation of the portfolio quarterly to reflect management’s estimate of the current fair value of each investment in the portfolio. Any changes in estimated fair value are recorded in our statement of operations as net unrealized appreciation (depreciation) on investments. Our investment in Medallion Bank, as a wholly owned portfolio investment, is also subject to quarterly assessments of fair value. We conduct a thorough valuation analysis as described previously, and determine whether any factors give rise to valuation different than recorded book value, including various regulatory restrictions that were established at Medallion Bank’s inception, by the FDIC and State of Utah, and also by additional marketplace restrictions, such as on the ability to transfer industrial bank charters. As a result of this valuation process, we used Medallion Bank’s actual results of operations as the best estimate of changes in fair value, and recorded the results as a component of unrealized appreciation (depreciation) on investments, although changes in these restrictions and other applicable factors could change these conclusions in the future.

ITEM 7.

FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

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

ITEM 8.

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURES

None.

ITEM 9A.

CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

As required by Rule 13a-15(b) under the Exchange Act, our management, including our Chief Executive Officer and Chief Financial Officer, have evaluated the effectiveness of our disclosure controls and procedures as of the end of the fiscal year covered by this annual report. As a result of this evaluation, we have concluded that our disclosure controls and procedures were effective as of December 31, 2009.

Changes in Internal Control over Financial Reporting

As required by Rule 13a-15(d) under the Exchange Act, our management, including our Chief Executive Officer and Chief Financial Officer, have evaluated our internal control over financial reporting to determine whether any changes occurred during the 2009 fourth quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting, and have concluded that there have been no changes that occurred during the 2009 fourth quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Management’s Annual Report on Internal Control over Financial Reporting

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

•

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

•

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

•

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

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

Our management assessed the effectiveness of our internal control over financial reporting as of December 31, 2009. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in Internal Control-Integrated Framework. Based on its assessment and those criteria, management believes that we maintained effective internal control over financial reporting as of December 31, 2009.

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

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

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

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

We have audited Medallion Financial Corp. and subsidiaries’ (the “Company”) internal control over financial reporting as of December 31, 2009, based on criteria established in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”). The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Annual Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit.

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

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

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

In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2009, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”).

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheets of the Company including the consolidated schedule of investments, as of December 31, 2009 and 2008, and the related consolidated statements of operations, changes in net assets, and cash flows for each of the three years in the three-year period ended December 31, 2009, and the selected financial ratios and other data for each of the five years in the five-year period ended December 31, 2009 and our report dated March 12, 2010 expressed an unqualified opinion on those consolidated financial statements.

Weiser LLP

New York, New York

March 12, 2010

ITEM 9B.

OTHER INFORMATION

None.

PART III

ITEM 10.

DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE

Incorporated by reference from our Definitive Proxy Statement expected to be filed by April 30, 2010 for its fiscal year 2010 Annual Meeting of Shareholders under the captions “Our Directors and Executive Officers” and “Corporate Governance.”

ITEM 11.

EXECUTIVE COMPENSATION

Incorporated by reference from our Definitive Proxy Statement expected to be filed by April 30, 2010 for our fiscal year 2010 Annual Meeting of Shareholders under the caption “Executive Compensation.”

ITEM 12.

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

Incorporated by reference from our Definitive Proxy Statement expected to be filed by April 30, 2010 for our fiscal year 2010 Annual Meeting of Shareholders under the captions “Stock Ownership of Certain Beneficial Owners and Management” and “Equity Compensation Plan Information.”

ITEM 13.

CERTAIN RELATIONSHIPS, RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

Incorporated by reference from our Definitive Proxy Statement expected to be filed by April 30, 2010 for our fiscal year 2010 Annual Meeting of Shareholders under the caption “Certain Relationships and Related Party Transactions.”

ITEM 14.

PRINCIPAL ACCOUNTANT FEES AND SERVICES

Incorporated by reference from our Definitive Proxy Statement expected to be filed by April 30, 2010 for our fiscal year 2010 Annual Meeting of Shareholders under the caption “Principal Accountant Fees and Services.”

PART IV

ITEM 15.

EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(A)

1. FINANCIAL STATEMENTS

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

2. FINANCIAL STATEMENT SCHEDULES

See Index to Financial Statements on F-1.

3. EXHIBITS


Number		Description

3.1(a)		Restated Medallion Financial Corp. Certificate of Incorporation. Filed as Exhibit 2(a) to the Company’s Registration Statement on Form N-2 (File No. 333-1670) and incorporated by reference herein.


3.1(b)		Amendment to Restated Certificate of Incorporation. Filed as Exhibit 3.1.1 to the Quarterly Report on Form 10-Q for the quarterly period ended June 30, 1998 (File No. 814-00188) and incorporated by reference herein.

3.2		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.

4.1		Fifth Amended and Restated Promissory Note, dated June 27, 2008, by Taxi Medallion Loan Trust I, in favor of Merrill Lynch Commercial Finance Corp. Filed as Exhibit 4.1 to the Current Report on Form 8-K filed on July 1, 2008 (File No. 814-00188) and incorporated by reference herein.

4.2		Amended and Restated Revolving Secured Line of Credit Promissory Note, dated March 6, 2006, by Medallion Funding Corp., in favor of Atlantic Bank of New York. Filed as Exhibit 4.1 to the Current Report on Form 8-K filed on March 9, 2006 (File No. 814-00188) and incorporated by reference herein.

4.3		Amendment to Amended and Restated Revolving Secured Line of Credit Promissory Note, dated August 1, 2006, by Medallion Funding Corp., in favor of Atlantic Bank of New York. Filed as Exhibit 4.1 to the Current Report on Form 8-K filed on August 4, 2006 (File No. 814-00188) and incorporated by reference herein.

4.4		Amendment No. 2 to Amended and Restated Revolving Secured Line of Credit Promissory Note, dated January 16, 2007, by Medallion Funding Corp., in favor of New York Commercial Bank, formerly known as Atlantic Bank of New York. Filed as Exhibit 4.1 to the Current Report on Form 8-K filed on January 17, 2007 (File No. 814-00188) and incorporated by reference herein.

4.5		Amendment to Amended and Restated Revolving Secured Line of Credit Promissory Note, dated March 22, 2007, by Medallion Funding Corp., in favor of Atlantic Bank. Filed as Exhibit 4.1 to the Current Report on Form 8-K filed on April 18, 2007 (File No. 814-00188) and incorporated by reference herein.

4.6		Amendment to Amended and Restated Revolving Secured Line of Credit Promissory Note, dated as of July 26, 2007, by Medallion Funding Corp., in favor of Atlantic Bank. Filed as Exhibit 4.2 to the Current Report on Form 8-K filed on August 3, 2007 (File No. 814-00188) and incorporated by reference herein.

4.7		Amendment to Amended and Restated Revolving Secured Line of Credit Promissory Note, dated as of September 26, 2007, by Medallion Funding Corp., in favor of Atlantic Bank. Filed as Exhibit 4.1 to the Current Report on Form 8-K filed on September 27, 2007 (File No. 814-00188) and incorporated by reference herein.

4.8		Amendment to Amended and Restated Revolving Secured Line of Credit Promissory Note, dated as of July 15, 2008, by Medallion Funding Corp., in favor of New York Commercial Bank. Filed as Exhibit 4.1 to the Current Report on Form 8-K filed on July 22, 2008 (File No. 814-00188) and incorporated by reference herein.

4.9		Amendment to Amended and Restated Revolving Secured Line of Credit Promissory Note, dated as of December 12, 2008, by Medallion Funding Corp., in favor of New York Commercial Bank. Filed as Exhibit 4.1 to the Current Report on Form 8-K filed on December 16, 2008 (File No. 814-00188) and incorporated by reference herein.

4.10		Amendment to Revolving Secured Line of Credit Promissory Note, dated as of July 28, 2009, by Medallion Funding Corp., in favor of New York Commercial Bank. Filed as Exhibit 4.1 to the Current Report on Form 8-K filed on July 31, 2009 (File No. 814-00188) and incorporated by reference herein.

4.11		Substitute Revolving Credit Note, dated as of September 30, 2009, by Medallion Financial Corp., in favor of Sterling National Bank. Filed as Exhibit 4.1 to the Current Report on Form 8-K filed on October 1, 2009 (File No. 814-00188) and incorporated by reference herein.

4.12		Amended and Restated Promissory Note, dated November 29, 2007, by Taxi Medallion Loan Trust II, in favor of Citicorp North America, Inc. (the “Managing Agent”) for the benefit of the lenders in the Managing Agent’s related lender group. Filed as Exhibit 4.1 to the Current Report on Form 8-K filed on December 4, 2007 (File No. 814-00188) and incorporated by reference herein.


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

4.14		Master Note, dated September 19, 2007, by Medallion Funding Corp., in favor of Citibank, N.A. Filed as Exhibit 4.1 to the Current Report on Form 8-K filed on September 21, 2007 (File No. 814-00188) and incorporated by reference herein.

10.1		First Amended and Restated Employment Agreement, between Medallion Financial Corp. and Alvin Murstein dated May 29, 1998. Filed as Exhibit 10.19 to the Annual Report on Form 10-K for the fiscal year ended December 31, 1998 (File No. 814-00188) and incorporated by reference herein.*

10.2		First Amended and Restated Employment Agreement, between Medallion Financial Corp. and Andrew Murstein dated May 29, 1998. Filed as Exhibit 10.20 to the Annual Report on Form 10-K for the fiscal year ended December 31, 1998 (File No. 814-00188) and incorporated by reference herein.*

10.3		Employment Agreement, dated August 3, 2006, by and between Medallion Financial Corp. and Michael Kowalsky. Filed as Exhibit 10.1 to the Current Report on Form 8-K filed on August 4, 2006 (File No. 814-00188) and incorporated by reference herein.*

10.4		Medallion Financial Corp. Amended and Restated 1996 Stock Option Plan. Filed as Exhibit 10.1 to the Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2002 (File No. 814-00188) and incorporated by reference herein.*

10.5		Medallion Financial Corp. Amended and Restated 1996 Non-Employee Directors Stock Option Plan. Filed as Exhibit A to the Company’s Request Form on Amendment and the Order by the Commission approving the plan as of April 3, 2000 (File No. 812-11800) and incorporated by reference herein.*

10.6		2006 Employee Stock Option Plan. Filed as Exhibit II to our definitive proxy statement for our 2006 Annual Meeting of Shareholders filed on April 28, 2006 (File No. 814-00188) and incorporated by reference herein.*

10.7		2006 Non-Employee Director Stock Option Plan. Filed as Exhibit I to our definitive proxy statement for our 2006 Annual Meeting of Shareholders filed on April 28, 2006 (File No. 814-00188) and incorporated by reference herein.*

10.8		Non-Employee Director Compensation Summary Sheet. Filed herewith.*

10.9		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 Annual Report on Form 10-K for the fiscal year ended December 31, 1997 (File No. 814-00188) and incorporated by reference herein.

10.10		First Amendment of Lease, dated September 6, 2005, by and between Medallion Financial Corp. and Sage Realty Corporation. Filed as Exhibit 10.1 to the Current Report on Form 8-K filed on September 12, 2005 (File No. 814-00188) and incorporated by reference herein.

10.11		Amended and Restated Loan and Security Agreement dated as of September 13, 2003, by and among Taxi Medallion Loan Trust I and Merrill Lynch Commercial Finance Corp. Filed as Exhibit 10.1 to the Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2003 (File No. 814-00188) and incorporated by reference herein.

10.12		Amendment No. 1 to Amended and Restated Loan and Security Agreement, dated August 12, 2004, by and between Taxi Medallion Loan Trust I and Merrill Lynch Commercial Finance Corp. Filed as Exhibit 10.9 to the Annual Report on Form 10-K for the fiscal year ended December 31, 2005 (File No. 814-00188) and incorporated by reference herein.

10.13		Amendment No. 2 to Amended and Restated Loan and Security Agreement, dated January 7, 2005, by and between Taxi Medallion Loan Trust I and Merrill Lynch Commercial Finance Corp. Filed as Exhibit 10.1 to the Current Report on Form 8-K filed on January 11, 2005 (File No. 814-00188) and incorporated by reference herein.


10.14		Amendment No. 3 to Amended and Restated Loan and Security Agreement, dated January 9, 2006, by and between Taxi Medallion Loan Trust I and Merrill Lynch Commercial Finance Corp. Filed as Exhibit 10.1 to the Current Report on Form 8-K filed on January 11, 2006 (File No. 814-00188) and incorporated by reference herein.

10.15		Amendment No. 4 to Amended and Restated Loan and Security Agreement, dated September 5, 2006, by and between Taxi Medallion Loan Trust I and Merrill Lynch Commercial Finance Corp. Filed as Exhibit 10.1 to the Current Report on Form 8-K filed on September 8, 2006 (File No. 814-00188) and incorporated by reference herein.

10.16		Amendment No. 5 to Amended and Restated Loan and Security Agreement, dated December 19, 2006, by and between Taxi Medallion Loan Trust I and Merrill Lynch Commercial Finance Corp. Filed as Exhibit 10.1 to the Current Report on Form 8-K filed on December 21, 2006 (File No. 814-00188) and incorporated by reference herein.

10.17		Amendment No. 7 to Amended and Restated Loan and Security Agreement, dated June 19, 2008, by and between Taxi Medallion Loan Trust I and Merrill Lynch Commercial Finance Corp. Filed as Exhibit 10.1 to the Current Report on Form 8-K filed on June 23, 2008 (File No. 814-00188) and incorporated by reference herein.

10.18		Second Omnibus Amendment and Agreement, dated June 27, 2008, by and between Taxi Medallion Loan Trust I and Merrill Lynch Commercial Finance Corp. Filed as Exhibit 10.1 to the Current Report on Form 8-K filed on July 1, 2008 (File No. 814-00188) and incorporated by reference herein.

10.19		Loan and Sale Contribution Agreement, dated as of September 13, 2002, between Medallion Financial Corp. and Taxi Medallion Loan Trust I. Filed as Exhibit 10.5 to the Current Report on Form 8-K filed on September 18, 2002 (File No. 814-00188) and incorporated by reference herein.

10.20		Loan Sale and Exchange Agreement, dated as of September 13, 2002, between Medallion Financial Corp. and Medallion Funding Corp. Filed as Exhibit 10.6 to the Current Report on Form 8-K filed on September 18, 2002 (File No. 814-00188) and incorporated by reference herein.

10.21		Servicing Agreement, by and among Taxi Medallion Loan Trust I, Medallion Funding Corp., and Merrill Lynch Bank USA, dated as of September 13, 2002. Filed as Exhibit 10.7 to the Current Report on Form 8-K filed on September 18, 2002 (File No. 814-00188) and incorporated by reference herein.

10.22		Amendment to Servicing Agreement, by and among Taxi Medallion Loan Trust I, Medallion Funding Corp. and Merrill Lynch Commercial Finance Corp. as successor in interest to Merrill Lynch Bank USA, dated as of September 12, 2003. Filed as Exhibit 10.1 to the Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2003 (File No. 814-00188) and incorporated by reference herein.

10.22		Amendment No. 2 to Servicing Agreement, by and among Taxi Medallion Loan Trust I, Medallion Funding Corp., and Merrill Lynch Commercial Finance Corp. as successor in interest to Merrill Lynch Bank USA, dated as of September 1, 2004. Filed as Exhibit 10.15 to the Annual Report on Form 10-K for the fiscal year ended December 31, 2005 (File No. 814-00188) and incorporated by reference herein.

10.23		Custodial Agreement, dated as of September 13, 2002, among the lenders thereto, Taxi Medallion Loan Trust I, Medallion Funding Corp., and Wells Fargo Bank Minnesota, N.A. Filed as Exhibit 10.8 to the Current Report on Form 8-K filed on September 18, 2002 (File No. 814-00188) and incorporated by reference herein.

10.24		Amended and Restated Trust Agreement, dated as of September 13, 2002, by and between Medallion Funding Corp. and Wachovia Trust Company, N.A. Filed as Exhibit 10.9 to the Current Report on Form 8-K filed on September 18, 2002 (File No. 814-00188) and incorporated by reference herein.

10.25		Loan and Security Agreement, dated April 26, 2004, by and between Medallion Financial Corp. and Sterling National Bank. Filed herewith. Filed as Exhibit 10.18 to the Annual Report on Form 10-K for the fiscal year ended December 31, 2005 (File No. 814-00188) and incorporated by reference herein.


10.26		First Amendment to Loan and Security Agreement, dated as of July 28, 2005, by and between Medallion Financial Corp. and Sterling National Bank. Filed as Exhibit 10.2 to the Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2005 (File No. 814-00188) and incorporated by reference herein.

10.27		Second Amendment to Loan and Security Agreement, dated August 14, 2006, by and between Medallion Financial Corp. and Sterling National Bank. Filed as Exhibit 10.1 to the Current Report on Form 8-K filed on August 16, 2006 (File No. 814-00188) and incorporated by reference herein.

10.28		Third Amendment to Loan and Security Agreement, dated July 31, 2007, by and between Medallion Financial Corp. and Sterling National Bank. Filed as Exhibit 10.1 to the Current Report on Form 8-K filed on August 3, 2007 (File No. 814-00188) and incorporated by reference herein.

10.29		Fourth Amendment to Loan and Security Agreement, dated December 31, 2008, by and between Medallion Financial Corp. and Sterling National Bank. Filed as Exhibit 10.1 to the Current Report on Form 8-K filed on January 3, 2008 (File No. 814-00188) and incorporated by reference herein.

10.30		Fifth Amendment to Loan and Security Agreement, dated August 28, 2008, by and between Medallion Financial Corp. and Sterling National Bank. Filed as Exhibit 10.1 to the Current Report on Form 8-K filed on August 29, 2008 (File No. 814-00188) and incorporated by reference herein.

10.31		Sixth Amendment to Loan and Security Agreement, dated January 12, 2009, by and between Medallion Financial Corp. and Sterling National Bank. Filed as Exhibit 10.1 to the Current Report on Form 8-K filed on January 14, 2009 (File No. 814-00188) and incorporated by reference herein.

10.32		Seventh Amendment to Loan and Security Agreement, dated February 2, 2009, by and between Medallion Financial Corp. and Sterling National Bank. Filed as Exhibit 10.1 to the Current Report on Form 8-K filed on February 4, 2009 (File No. 814-00188) and incorporated by reference herein.

10.33		Eighth Amendment to Loan and Security Agreement, dated July 8, 2009, by and between Medallion Financial Corp. and Sterling National Bank. Filed as Exhibit 10.1 to the Current Report on Form 8-K filed on July 10, 2009 (File No. 814-00188) and incorporated by reference herein.

10.34		Ninth Amendment to Loan and Security Agreement, dated September 30, 2009, by and between Medallion Financial Corp. and Sterling National Bank. Filed as Exhibit 10.1 to the Current Report on Form 8-K filed on October 1, 2009 (File No. 814-00188) and incorporated by reference herein.

10.35		Tenth Amendment to Loan and Security Agreement, dated as of February 26, 2010, by and between Medallion Financial Corp. and Sterling National Bank. Filed as Exhibit 10.3 to the Current Report on Form 8-K filed on March 4, 2010 (File No. 814-00188) and incorporated by reference herein.

10.36		Commitment Letter, dated March 1, 2006, by the Small Business Administration to Medallion Capital, Inc., accepted and agreed to by Medallion Capital, Inc. on March 8, 2006. Filed as Exhibit 10.1 to the Current Report on Form 8-K filed on March 9, 2006 (File No. 814-00188) and incorporated by reference herein.

10.37		Commitment Letter, dated September 20, 2006, by the Small Business Administration to Freshstart Venture Capital Corp., accepted and agreed to by Freshstart Venture Capital Corp. on October 10, 2006. Filed as Exhibit 10.1 to the Current Report on Form 8-K filed on October 11, 2006 (File No. 814-00188) and incorporated by reference herein.

10.38		Loan and Security Agreement, dated as of December 19, 2006, among Taxi Medallion Loan Trust II, the persons from time to time party thereto as Conduit Lenders, the financial institutions from time to time party thereto as Committed Lenders, the financial institutions from time to time party thereto as Managing Agents, and Citicorp North America, Inc., as Administrative Agent. Filed as Exhibit 10.2 to the Current Report on Form 8-K filed on December 21, 2006 (File No. 814-00188) and incorporated by reference herein.


10.39		Amendment No. 1 to Loan and Security Agreement, dated as of November 29, 2007, among Taxi Medallion Loan Trust II, the persons from time to time party thereto as Conduit Lenders, the financial institutions from time to time party thereto as Committed Lenders, the financial institutions from time to time party thereto as Managing Agents, and Citicorp North America, Inc., as Administrative Agent. Filed as Exhibit 10.1 to the Current Report on Form 8-K filed on December 4, 2007 (File No. 814-00188) and incorporated by reference herein.

10.40		Amendment No. 2 to Loan and Security Agreement, dated as of November 26, 2008, among Taxi Medallion Loan Trust II, the persons from time to time party thereto as Conduit Lenders, the financial institutions from time to time party thereto as Committed Lenders, the financial institutions from time to time party thereto as Managing Agents, and Citicorp North America, Inc., as Administrative Agent. Filed as Exhibit 10.1 to the Current Report on Form 8-K filed on December 2, 2008 (File No. 814-00188) and incorporated by reference herein.

10.41		Amendment No. 3, dated as of November 25, 2009, among Taxi Medallion Loan Trust II, Medallion Funding Corp., the persons from time to time party thereto as Conduit Lenders, the financial institutions from time to time party thereto as Committed Lenders, the financial institutions from time to time party thereto as Managing Agents, and Citicorp North America, Inc., as Administrative Agent. Filed as Exhibit 10.1 to the Current Report on Form 8-K filed on December 1, 2009 (File No. 814-00188) and incorporated by reference herein.

10.42		Servicing Agreement, dated as of December 19, 2006, among Medallion Funding Corp., Taxi Medallion Loan Trust II, and Citicorp North America, Inc. Filed as Exhibit 10.3 to the Current Report on Form 8-K filed on December 21, 2006 (File No. 814-00188) and incorporated by reference herein.

10.43		Loan Sale and Contribution Agreement, dated December 19, 2006, by and between Medallion Funding Corp. and Taxi Medallion Loan Trust II. Filed as Exhibit 10.4 to the Current Report on Form 8-K filed on December 21, 2006 (File No. 814-00188) and incorporated by reference herein.

10.44		Amended and Restated Trust Agreement, dated as of December 19, 2006, by and between Medallion Funding Corp. and U.S. Bank Trust, N.A. Filed as Exhibit 10.5 to the Current Report on Form 8-K filed on December 21, 2006 (File No. 814-00188) and incorporated by reference herein.

10.45		Reaffirmation Agreement, dated as of February 26, 2010, by and among Medallion Funding LLC, Taxi Medallion Loan Trust II, Citicorp North America, Inc., in its capacity as Administrative Agent, and Wells Fargo Bank, National Association. Filed as Exhibit 10.1 to the Current Report on Form 8-K filed on March 4, 2010 (File No. 814-00188) and incorporated by reference herein.

10.46		Junior Subordinated Indenture, dated as of June 7, 2007, between Medallion Financing Trust I and Wilmington Trust Company as trustee. Filed as Exhibit 10.1 to the Current Report on Form 8-K filed on June 11, 2007 (File No. 814-00188) and incorporated by reference herein.

10.47		Amended and Restated Trust Agreement, dated as of June 7, 2007, among Medallion Financial Corp. as depositor, Wilmington Trust Company as property trustee and Delaware trustee and the Administrative Trustees named therein. Filed as Exhibit 10.2 to the Current Report on Form 8-K filed on June 11, 2007 (File No. 814-00188) and incorporated by reference herein.

10.48		Purchase Agreement, dated as of June 7, 2007, among Medallion Financial Corp., Medallion Financing Trust I, and Merrill Lynch International. Filed as Exhibit 10.3 to the Current Report on Form 8-K filed on June 11, 2007 (File No. 814-00188) and incorporated by reference herein.

10.49		Security Agreement, dated September 19, 2007, by Medallion Funding Corp., in favor of Citibank, N.A. Filed as Exhibit 10.1 to the Current Report on Form 8-K filed on September 21, 2007 (File No. 814-00188) and incorporated by reference herein.

10.50		Loan and Security Agreement, dated as of December 12, 2008, among Taxi Medallion Loan Trust III, Autobahn Funding Company LLC, as Lender, and DZ Bank AG Deutsche Zentral-Genossenschaftsbank, Frankfurt am Main, as Agent. Filed as Exhibit 10.1 to the Current Report on Form 8-K filed on December 16, 2008 (File No. 814-00188) and incorporated by reference herein.


10.51		Amendment No. 1 to Loan and Security Agreement, dated as of August 5, 2009, by and among Taxi Medallion Loan Trust III, Autobahn Funding Company LLC, as Lender, and DZ Bank AG Deutsche Zentral-Genossenschaftsbank, Frankfurt am Main, as Agent. Filed as Exhibit 10.1 to the Current Report on Form 8-K filed on August 10, 2009 (File No. 814-00188) and incorporated by reference herein.

10.52		Servicing Agreement, dated as of December 12, 2008, by and among Taxi Medallion Loan Trust III, Medallion Funding Corp., and DZ Bank AG Deutsche Zentral-Genossenschaftsbank, Frankfurt am Main. Filed as Exhibit 10.2 to the Current Report on Form 8-K filed on December 16, 2008 (File No. 814-00188) and incorporated by reference herein.

10.53		Loan Sale and Contribution Agreement, dated December 12, 2008, by and between Medallion Funding Corp. and Taxi Medallion Loan Trust III. Filed as Exhibit 10.3 to the Current Report on Form 8-K filed on December 16, 2008 (File No. 814-00188) and incorporated by reference herein.

10.54		Amended and Restated Trust Agreement, dated as of December 12, 2008, by and between Medallion Funding Corp. and U.S. Bank Trust, N.A. Filed as Exhibit 10.4 to the Current Report on Form 8-K filed on December 16, 2008 (File No. 814-00188) and incorporated by reference herein.

10.55		Limited Recourse Guaranty, dated as of December 12, 2008, by Medallion Funding Corp., in favor of Autobahn Funding Company LLC, as Lender, and DZ Bank AG Deutsche Zentral-Genossenschaftsbank, Frankfurt am Main, as Agent. Filed as Exhibit 10.5 to the Current Report on Form 8-K filed on December 16, 2008 (File No. 814-00188) and incorporated by reference herein.

10.56		Performance Guaranty, dated as of December 12, 2008, by Medallion Financial Corp., in favor of Taxi Medallion Loan Trust III, Autobahn Funding Company LLC, as Lender, and DZ Bank AG Deutsche Zentral-Genossenschaftsbank, Frankfurt am Main, as Agent. Filed as Exhibit 10.6 to the Current Report on Form 8-K filed on December 16, 2008 (File No. 814-00188) and incorporated by reference herein.

10.57		Reaffirmation Agreement, dated as of February 26, 2010, by and among Medallion Funding LLC, Taxi Medallion Loan Trust III, DZ Bank AG Deutsche Zentral-Genossenschaftsbank, Frankfurt am Main, in its capacity as Agent, and Wells Fargo Bank, National Association. Filed as Exhibit 10.2 to the Current Report on Form 8-K filed on March 5, 2010 (File No. 814-00188) and incorporated by reference herein.

12.1		Computation of ratio of debt to equity. Filed herewith.

21.1		List of Subsidiaries of Medallion Financial Corp. Filed herewith.

23.1		Consent of Weiser LLP, independent registered public accounting firm, related to reports on financial statements of Medallion Financial Corp. and Medallion Bank. Filed herewith.

31.1		Certification of Alvin Murstein pursuant to Rule 13a-14(a) and 15d-14(a) as adopted pursuant to section 302 of The Sarbanes-Oxley Act of 2002. Filed herewith.

31.2		Certification of Larry D. Hall pursuant to Rule 13a-14(a) and 15d-14(a) as adopted pursuant to section 302 of The Sarbanes-Oxley Act of 2002. Filed herewith.

32.1		Certification of Alvin Murstein pursuant to 18 USC. Section 1350, as adopted, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. Filed herewith.

32.2		Certification of Larry D. Hall pursuant to 18 USC. Section 1350, as adopted, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. Filed herewith.


99.1		Certification of Alvin Murstein pursuant to Section 111(b)(4) of the Emergency Economic Stabilization Act of 2008. Filed herewith.

99.2		Certification of Larry D. Hall pursuant to Section 111(b)(4) of the Emergency Economic Stabilization Act of 2008. Filed herewith.

*	Compensatory plan or arrangement required to be identified pursuant to Item 15(a)(3) of this Annual Report on Form 10-K.

IMPORTANT INFORMATION 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 control of the Company. Accordingly, there can be no assurance that the forward-looking statements contained in this Form 10-K will be realized or that actual results will not be significantly higher or lower. The statements have not been audited by, examined by, compiled by, or subjected to agreed-upon procedures by independent accountants, and no third-party has independently verified or reviewed such statements. Readers of this Form 10-K should consider these facts in evaluating the information contained herein. In addition, the business and operations of the Company are subject to substantial risks which increase the uncertainty inherent in the forward-looking statements contained in this Form 10-K. The inclusion of the forward-looking statements contained in this Form 10-K should not be regarded as a representation by the Company or any other person that the forward-looking statements contained in this Form 10-K will be achieved. In light of the foregoing, readers of this Form 10-K are cautioned not to place undue reliance on the forward-looking statements contained herein. These risks and others that are detailed in this Form 10-K and other documents that the Company files from time to time with the Securities and Exchange Commission, including quarterly reports on Form 10-Q, and any current reports on Form 8-K must be considered by any investor or potential investor in the Company.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange of Act of 1934, registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.


MEDALLION FINANCIAL CORP.

Date: March 12, 2010

By:		/s/ Alvin Murstein
		Alvin Murstein
		Chairman and Chief Executive Officer

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 Alvin Murstein	Chairman of the Board of Directors and Chief Executive Officer (Principal Executive Officer)	March 12, 2010

/s/ Larry D. Hall Larry D. Hall	Senior Vice President and Chief Financial Officer (Principal Financial and Accounting Officer)	March 12, 2010

/s/ Andrew M. Murstein Andrew M. Murstein	President and Director	March 12, 2010

/s/ Henry L. Aaron Henry L. Aaron	Director	March 12, 2010

/s/ Mario M. Cuomo Mario M. Cuomo	Director	March 12, 2010

/s/ Henry D. Jackson Henry D. Jackson	Director	March 12, 2010

/s/ Stanley Kreitman Stanley Kreitman	Director	March 12, 2010

/s/ Frederick A. Menowitz Frederick A. Menowitz	Director	March 12, 2010

/s/ David L. Rudnick David L. Rudnick	Director	March 12, 2010

/s/ Lowell P. Weicker, Jr. Lowell P. Weicker, Jr.	Director	March 12, 2010

MEDALLION FINANCIAL CORP.

INDEX TO FINANCIAL STATEMENTS


		Page

Report of Independent Registered Public Accounting Firm		F-2

Consolidated Statements of Operations for the Years ended December 31, 2009, 2008, and 2007		F-3

Consolidated Balance Sheets as of December 31, 2009 and 2008		F-4

Consolidated Statements of Changes in Net Assets for the Years ended December 31, 2009, 2008, and 2007		F-5

Consolidated Statements of Cash Flows for the Years ended December 31, 2009, 2008, and 2007		F-6

Notes to Consolidated Financial Statements		F-7

Consolidated Schedules of Investments as of December 31, 2009 and 2008		F-32

Medallion Bank Financial Statements		F-36

Report of Independent Registered Public Accounting Firm		F-37

Statements of Operations for the Years ended December 31, 2009, 2008, and 2007		F-38

Balance Sheets as of December 31, 2009 and 2008		F-39

Statements of Changes in Shareholders’ Equity for the Years ended December 31, 2009, 2008, and 2007		F-40

Statements of Cash Flows for the Years ended December 31, 2009, 2008, and 2007		F-41

Notes to Financial Statements		F-42

F-1

Report of Independent Registered Public Accounting Firm

Board of Directors and Shareholders

Medallion Financial Corp.

We have audited the accompanying consolidated balance sheets of Medallion Financial Corp. and subsidiaries (the “Company”), including the consolidated schedule of investments, as of December 31, 2009 and 2008, and the related consolidated statements of operations, changes in net assets, and cash flows for each of the three years in the three-year period ended December 31, 2009 and the selected financial ratios and other data (see note 13) for each of the five years in the five-year period ended December 31, 2009. These consolidated financial statements and selected financial ratios and other data are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements and selected financial ratios and other data based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements and selected financial ratios and other data are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the consolidated financial statements. Our procedures included physical inspection or confirmation of securities owned as of December 31, 2009 and 2008. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall consolidated financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements and the selected financial ratios and other data referred to above present fairly, in all material respects, the consolidated financial position of the Company as of December 31, 2009 and 2008, and the consolidated results of their operations, changes in net assets, and cash flows for each of the three years in the three-year period ended December 31, 2009 and the selected financial ratios and other data for each of the five years in the five-year period ended December 31, 2009, in conformity with US generally accepted accounting principles.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the Company’s internal control over financial reporting as of December 31, 2009, based on the criteria established in Internal Control-Integrated Framework Issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”), and our report dated March 12, 2010 expressed an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting.

Weiser LLP

New York, New York

March 12, 2010

F-2

MEDALLION FINANCIAL CORP.

CONSOLIDATED STATEMENTS OF OPERATIONS


	Year Ended December 31,
*(Dollars in thousands, except per share data)*	2009			2008			2007
Interest income on investments	$	36,072		$	44,914		$	44,176
Dividends and interest income on short-term investments⁽¹⁾		4,151			6,378			6,312
Medallion lease income		1,180			992			905

Total investment income		41,403			52,284			51,393

Total interest expense⁽²⁾		16,876			23,711			30,704

Net interest income		24,527			28,573			20,689

Total noninterest income		3,383			3,837			2,444

Salaries and benefits		10,989			10,689			10,192
Professional fees		1,554			1,606			2,603
Occupancy expense		1,275			1,271			1,353
Other operating expenses⁽³⁾		5,912			3,754			3,687

Total operating expenses		19,730			17,320			17,835

Net investment income before income taxes^{(1) (4)}		8,180			15,090			5,298
Income tax (provision) benefit		—			—			—

Net investment income after income taxes		8,180			15,090			5,298

Net realized gains (losses) on investments		(4,135	)		(3,746	)		14,172

Net change in unrealized appreciation (depreciation) on investments		2,648			6,323			(6,326	)
Net change in unrealized appreciation (depreciation) on Medallion Bank and other controlled subsidiaries		(5,671	)		(2,419	)		2,292

Net unrealized appreciation (depreciation) on investments		(3,023	)		3,904			(4,034	)

Net realized/unrealized gains (losses) on investments		(7,158	)		158			10,138

Net increase in net assets resulting from operations	$	1,022		$	15,248		$	15,436

Net increase in net assets resulting from operations per common share
Basic	$	0.06		$	0.87		$	0.88
Diluted	$	0.06		$	0.86		$	0.87

Dividends declared per share	$	0.72		$	0.76		$	0.76

Weighted average common shares outstanding
Basic		17,569,688			17,520,966			17,480,523
Diluted		17,691,437			17,722,575			17,786,310

(1)	Includes $4,000, $6,000, and $5,750 of dividend income in 2009, 2008, and 2007 from Medallion Bank.

(2)	Average borrowings outstanding were $418,803, $482,007, and $492,022, and the related average borrowing costs were 4.03%, 4.92%, and 6.24% for the years ended December 31, 2009, 2008, and 2007.

(3)	Includes $1,622,000 of costs related to the winding up of operations of the SPAC’s. See notes 10 and 12 for additional information.

(4)	Includes $2,871, $2,493, and $2,027 of net revenues received from Medallion Bank for the years ended December 31, 2009, 2008, and 2007 primarily for servicing fees, loan origination fees, and expense reimbursements. See notes 3 and 10 for additional information.

The accompanying notes should be read in conjunction with these consolidated financial statements.

F-3

MEDALLION FINANCIAL CORP.

CONSOLIDATED BALANCE SHEETS


*(Dollars in thousands, except per share data)*	December 31, 2009			December 31, 2008
Assets
Medallion loans, at fair value	$	321,915		$	402,964
Commercial loans, at fair value ⁽¹⁾		77,922			89,611
Investment in Medallion Bank and other controlled subsidiaries, at fair value		72,279			74,750
Equity investments, at fair value		3,017			3,272
Investment securities, at fair value		—			—

Net investments ($261,332 at December 31, 2009 and $347,517 at December 31, 2008 pledged as collateral under borrowing arrangements)		475,133			570,597
Cash and cash equivalents ($0 at December 31, 2009 and 2008 restricted as to use by lender)		33,401			32,075
Accrued interest receivable		1,661			2,149
Fixed assets, net		302			411
Goodwill, net		5,069			5,069
Other assets, net		39,608			36,404

Total assets	$	555,174		$	646,685

Liabilities
Accounts payable and accrued expenses ⁽²⁾	$	7,468		$	7,074
Accrued interest payable		2,207			2,015
Funds borrowed		382,522			462,650

Total liabilities		392,197			471,739

Commitments and contingencies		—			—
Shareholders’ equity (net assets)
Preferred stock (1,000,000 shares of $0.01 par value stock authorized - none outstanding)		—			—
Common stock (50,000,000 shares of $0.01 par value stock authorized – 18,990,119 shares at December 31, 2009 and 18,963,466 shares at December 31, 2008 issued)		190			190
Treasury stock at cost (1,414,242 shares at December 31, 2009 and 2008)		(13,012	)		(13,012	)
Capital in excess of par value		178,845			178,482
Accumulated undistributed net investment loss		(9,665	)		(1,650	)
Accumulated undistributed net realized gains on investments		—			—
Net unrealized appreciation on investments		6,619			10,936

Total shareholders’ equity (net assets)		162,977			174,946

Total liabilities and shareholders’ equity	$	555,174		$	646,685

Number of common shares outstanding		17,575,877			17,549,224
Net asset value per share	$	9.27		$	9.97

(1)	Includes a $3,100 loan to an entity which is majority owned by one of our controlled subsidiaries.

(2)	Includes $1,622,000 of costs related to the winding up of operations of the SPAC’s. See notes 10 and 12 for additional information.

The accompanying notes should be read in conjunction with these consolidated financial statements.

F-4

MEDALLION FINANCIAL CORP.

CONSOLIDATED STATEMENTS OF CHANGES IN NET ASSETS


	Year Ended December 31,
*(Dollars in thousands, except per share data)*	2009			2008			2007
Net investment income after income taxes	$	8,180		$	15,090		$	5,298
Net realized gains (losses) on investments		(4,135	)		(3,746	)		14,172
Net unrealized appreciation (depreciation) on investments		(3,023	)		3,904			(4,034	)

Net increase in net assets resulting from operations		1,022			15,248			15,436

Investment income, net		(13,060	)		(13,276	)		(6,085	)
Realized gain from investment transactions, net		(295	)		(38	)		(7,200	)

Dividends and distributions to shareholders⁽¹⁾		(13,355	)		(13,314	)		(13,285	)

Stock options		364			663			971
Treasury stock acquired		—			(74	)		(327	)

Capital share transactions		364			589			644

Total increase (decrease) in net assets		(11,969	)		2,523			2,795
Net assets at the beginning of the year		174,946			172,423			169,628

Net assets at the end of the year⁽²⁾	$	162,977		$	174,946		$	172,423

Capital share activity
Common stock issued, beginning of year		18,963,466			18,902,416			18,799,766
Exercise of stock options		26,653			61,050			102,650

Common stock issued, end of year		18,990,119			18,963,466			18,902,416

Treasury stock, beginning of year		(1,414,242	)		(1,406,551	)		(1,373,351	)
Treasury stock acquired		—			(7,691	)		(33,200	)

Treasury stock, end of year		(1,414,242	)		(1,414,242	)		(1,406,551	)

Common stock outstanding		17,575,877			17,549,224			17,495,865

(1)	Dividends paid were $0.76, $0.76, and $0.76 per share for the years ended December 31, 2009, 2008, and 2007.

(2)	Includes $5,160, $1,360, and $2,739 of undistributed net investment income and $0, $0, and $0 of undistributed net realized gains on investments at December 31, 2009, 2008, and 2007.

The accompanying notes should be read in conjunction with these consolidated financial statements.

F-5

MEDALLION FINANCIAL CORP.

CONSOLIDATED STATEMENTS OF CASH FLOWS


	Year ended December 31,
*(Dollars in thousands)*	2009			2008			2007
CASH FLOWS FROM OPERATING ACTIVITIES
Net increase in net assets resulting from operations	$	1,022		$	15,248		$	15,436
Adjustments to reconcile net increase in net assets resulting from operations to net cash provided by operating activities:
Depreciation and amortization		1,718			1,472			1,421
(Accretion) amortization of origination costs		(57	)		363			495
Increase in net unrealized (appreciation) depreciation on investments		(2,648	)		(6,323	)		6,326
Increase in unrealized (appreciation) depreciation on Medallion Bank and other controlled subsidiaries		5,671			2,419			(2,292	)
Net realized (gains) losses on investments		4,135			3,746			(14,172	)
Stock-based compensation expense		234			310			323
(Increase) decrease in accrued interest receivable		488			300			(272	)
Increase in other assets, net		(1,223	)		(3,085	)		(4,072	)
Increase (decrease) in accounts payable and accrued expenses		394			2,870			(854	)
Increase (decrease) in accrued interest payable		191			(72	)		312

Net cash provided by operating activities		9,925			17,248			2,651

CASH FLOWS FROM INVESTING ACTIVITIES
Investments originated		(174,868	)		(248,950	)		(329,955	)
Proceeds from principal receipts, sales, and maturities of investments		262,970			342,523			275,468
Investments in Medallion Bank and other controlled subsidiaries, net		(3,200	)		(19,026	)		(4,761	)
Capital expenditures		(149	)		(240	)		(488	)

Net cash provided by (used for) investing activities		84,753			74,307			(59,736	)

CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from funds borrowed		286,284			518,219			361,881
Repayments of funds borrowed		(366,411	)		(609,118	)		(308,777	)
Issuance of SBA debentures		—			11,000			—
Issuance of Trust preferred securities		—			—			35,000
Proceeds from exercise of stock options		130			353			648
Payments of declared dividends		(13,355	)		(13,314	)		(13,285	)
Purchase of treasury stock at cost		—			(74	)		(327	)

Net cash provided by (used for) financing activities		(93,352	)		(92,934	)		75,140

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS		1,326			(1,379	)		18,055
CASH and cash equivalents, beginning of year		32,075			33,454			15,399

CASH and cash equivalents, end of year	$	33,401		$	32,075		$	33,454

SUPPLEMENTAL INFORMATION
Cash paid during the year for interest	$	15,225		$	24,723		$	29,435
Cash paid during the year for income taxes		—			—			—
Non-cash investing activities-net transfers to (from) other assets		480			(642	)		—

The accompanying notes should be read in conjunction with these consolidated financial statements.

F-6

MEDALLION FINANCIAL CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2009

(1) ORGANIZATION OF MEDALLION FINANCIAL CORP. AND ITS SUBSIDIARIES

We, Medallion Financial Corp. (the Company), are a closed-end management investment company organized as a Delaware corporation. The Company has elected to be regulated as a business development company (BDC) under the Investment Company Act of 1940, as amended (the 1940 Act). The Company conducts its business through various wholly-owned subsidiaries including its primary operating company, Medallion Funding LLC (MFC), a Small Business Investment Company (SBIC) which originates and services taxicab medallion and commercial loans.

On March 26, 2009, the Company formed a new wholly-owned New York limited liability company subsidiary, Medallion Funding LLC. On February 26, 2010, Medallion Funding Corp. merged into Medallion Funding LLC and following the merger, Medallion Funding LLC was the surviving entity and the successor-in-interest to Medallion Funding Corp.’s business. There is no business or operational change resulting from this corporate restructuring. For federal and state tax purposes, Medallion Funding LLC will be treated as a disregarded entity. Medallion Funding LLC will not independently file any tax return, but will be subsumed in the tax return of the Company. Medallion Funding LLC will maintain its status as an SBIC and a RIC.

The Company also conducts business through Medallion Capital, Inc. (MCI), an SBIC which conducts a mezzanine financing business, and Freshstart Venture Capital Corp. (FSVC), an SBIC which originates and services taxicab medallion and commercial loans. MFC, MCI, and FSVC, as SBICs, are regulated and financed in part by the Small Business Administration (SBA). The Company also conducts business through our asset-based lending division, Medallion Business Credit (MBC), an originator of loans to small businesses for the purpose of financing inventory and receivables, which prior to December 31, 2007, was a wholly-owned investment company subsidiary. On December 31, 2007, Medallion Business Credit was merged into the Company and ceased to exist as a separate legal entity.

In December 2008, MFC established a wholly-owned subsidiary, Taxi Medallion Loan Trust III (Trust III), for the purpose of owning medallion loans originated by MFC or others. Trust III is a separate legal and corporate entity with its own creditors who, in any liquidation of Trust III, will be entitled to be satisfied out of Trust III’s assets prior to any value in Trust III becoming available to Trust III’s equity holders. The assets of Trust III, aggregating $204,018,000 at December 31, 2009, are not available to pay obligations of its affiliates or any other party, and the assets of affiliates or any other party are not available to pay obligations of Trust III. Trust III’s loans are serviced by MFC.

In June 2007, the Company established a wholly-owned subsidiary, Medallion Financing Trust I (Fin Trust) for the purpose of issuing unsecured preferred securities to investors. Fin Trust is a separate legal and corporate entity with its own creditors who, in any liquidation of Fin Trust, will be entitled to be satisfied out of Fin Trust’s assets prior to any value in Fin Trust becoming available to Fin Trust’s equity holders. The assets of Fin Trust, aggregating $36,170,000 at December 31, 2009, are not available to pay obligations of its affiliates or any other party, and the assets of affiliates or any other party are not available to pay obligations of Fin Trust.

In December 2006, MFC established a wholly-owned subsidiary, Taxi Medallion Loan Trust II (Trust II), for the purpose of owning medallion loans originated by MFC or others. Trust II is a separate legal and corporate entity with its own creditors who, in any liquidation of Trust II, will be entitled to be satisfied out of Trust II’s assets prior to any value in Trust II becoming available to Trust II’s equity holders. The assets of Trust II, aggregating $34,407,000 at December 31, 2009, are not available to pay obligations of its affiliates or any other party, and the assets of affiliates or any other party are not available to pay obligations of Trust II. Trust II’s loans are serviced by MFC.

In December 2006, September 2006, and previously in June 2003, MFC through several wholly-owned and newly formed subsidiaries which, along with an existing subsidiary (together, Medallion Chicago), purchased certain City of Chicago taxicab medallions out of foreclosure which are leased to fleet operators while being held for sale.

A wholly-owned portfolio investment, Medallion Bank, a Federal Deposit Insurance Corporation (FDIC) insured industrial bank, originates medallion loans, commercial loans, and consumer loans, raises deposits, and conducts other banking activities (see

F-7

Note 3). Medallion Bank was capitalized on December 16, 2003, and on December 22, 2003, the FDIC certified that the deposits of each depositor in Medallion Bank were insured to the maximum amount provided by the Federal Deposit Insurance Act and Medallion Bank opened for business. Medallion Bank is subject to competition from other financial institutions and to the regulations of certain federal and state agencies, and undergoes examinations by those agencies.

Medallion Bank is not an investment company, and therefore, is not consolidated with the Company, but instead is treated as a portfolio investment. It was initially formed for the primary purpose of originating commercial loans in three categories: 1) loans to finance the purchase of taxicab medallions (licenses), 2) asset-based commercial loans, and 3) SBA 7(a) loans. The loans are marketed and serviced by Medallion Bank’s affiliates who have extensive prior experience in these asset groups. Additionally, Medallion Bank began issuing brokered certificates of deposit in January 2004, and purchased over $84,150,000 of taxicab medallion and asset-based loans from affiliates of the Company. On April 1, 2004, Medallion Bank purchased a consumer loan portfolio from an unrelated financial institution for consideration of $86,309,000. In the 2004 third quarter, Medallion Bank began originating consumer loans similar to the acquired portfolio, which are serviced by a third party.

In September 2002, MFC established a wholly-owned subsidiary, Taxi Medallion Loan Trust I (Trust), for the purpose of owning medallion loans originated by MFC or others. The Trust was a separate legal and corporate entity with its own creditors who, in any liquidation of the Trust, would have been entitled to be satisfied out of the Trust’s assets prior to any value in the Trust becoming available to the Trust’s equity holders. In 2009, the Trust ceased operations and its assets were reduced to $0.

(2) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Use of Estimates

The preparation of the consolidated financial statements in conformity with accounting principles generally accepted in the US requires management to make estimates that affect the amounts reported in the consolidated financial statements and the accompanying notes. Accounting estimates and assumptions are those that management considers to be the most critical to an understanding of the consolidated financial statements because they inherently involve significant judgments and uncertainties. All of these estimates reflect management’s best judgment about current economic and market conditions and their effects based on information available as of the date of these consolidated financial statements. If such conditions persist longer or deteriorate further than expected, it is reasonably possible that the judgments and estimates could change, which may result in future impairments of loans receivable, loans held for sale, and investments, among other effects.

Principles of Consolidation

The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries, except for Medallion Bank and other portfolio investments. All significant intercompany transactions, balances, and profits have been eliminated in consolidation. As a non-investment company, Medallion Bank is not consolidated with the Company, which is an investment company under the 1940 Act. See note 3 for the presentation of financial information for Medallion Bank and other controlled subsidiaries.

Cash and Cash Equivalents

The Company considers all highly liquid instruments with an original purchased maturity of three months or less to be cash equivalents. Cash balances are generally held in accounts at large national or regional banking organizations in amounts that frequently exceed the federally insured limits.

Fair Value of Assets and Liabilities

The Company follows FASB Accounting Standards Codification Topic 820, Fair Value Measurements and Disclosures, (FASB ASC 820), which defines fair value, establishes a framework for measuring fair value, and expands disclosures about fair value measurements. FASB ASC 820 defines fair value as an exit price (i.e. a price that would be received to sell, as opposed to acquire, an asset or transfer a liability), and emphasizes that fair value is a market-based measurement. It establishes a fair value hierarchy that distinguishes between assumptions developed based on market data obtained from independent external sources and the reporting entities own assumptions. Further, it specifies that fair value measurement should consider adjustment for risk, such as the risk inherent in the valuation technique or its inputs. See also Notes 2, 15, and 16 to the consolidated financial statements.

F-8

Investment Valuation

The Company’s loans, net of participations and any unearned discount, are considered investment securities under the 1940 Act and are recorded at fair value. As part of the fair value methodology, loans are valued at cost adjusted for any unrealized appreciation (depreciation). Since no ready market exists for these loans, the fair value is determined in good faith by management, and approved 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. Foreclosed properties, which represent collateral received from defaulted borrowers, and which are carried in other assets on the consolidated balance sheet, are valued similarly.

Equity investments (common stock and stock warrants, including certain controlled subsidiary portfolio investments) and investment securities (US Treasuries and mortgage backed bonds), in total representing 16% and 14% of the investment portfolio at December 31, 2009 and 2008, are recorded at fair value, represented as cost, plus or minus unrealized appreciation or depreciation. The fair value of investments that have no ready market are determined in good faith by management, and approved by the Board of Directors, based upon the financial condition and operating performance of the underlying investee companies as well as general market trends for businesses in the same industry. Included in equity investments were marketable securities of $1,212,000 and $1,543,000 at December 31, 2009 and 2008, and non-marketable securities of $1,805,000 and $1,729,000 in the comparable periods. The $72,279,000 and $74,750,000 related to portfolio investments in controlled subsidiaries at December 31, 2009 and 2008 were all non-marketable in each period. Because of the inherent uncertainty of valuations, management’s 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.

Our investment in Medallion Bank, as a wholly owned portfolio investment, is also subject to quarterly assessments of fair value. We conduct a thorough valuation analysis as described previously, and determine whether any factors give rise to a valuation different than recorded book value, including various regulatory restrictions that were established at Medallion Bank’s inception, by the FDIC and State of Utah, and also by additional marketplace restrictions, such as on the ability to transfer industrial bank charters. As a result of this valuation process, we used Medallion Bank’s actual results of operations as the best estimate of changes in- fair value, and recorded the results as a component of unrealized appreciation (depreciation) on investments, although changes in these restrictions and other applicable factors could change these conclusions in the future. See Note 3 for additional information about Medallion Bank.

A majority of the Company’s investments consist 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 68% and 70% of the Company’s investment portfolio at December 31, 2009 and 2008 had arisen in connection with the financing of taxicab medallions, taxicabs, and related assets, of which 76% were in New York City at December 31, 2009 and 2008. These loans are secured by the medallions, taxicabs, and related assets, and are personally guaranteed by the borrowers, or in the case of corporations, are generally guaranteed personally by the owners. A portion of the Company’s portfolio (16% at December 31, 2009 and 2008) represents loans to various commercial enterprises, in a wide variety of industries, including manufacturing, wholesaling, administrative and support services, accommodation and food services, and various other industries. Approximately 25% of these loans are made primarily in the metropolitan New York City area, with the balance widely scattered across the United States. Investments in controlled unconsolidated subsidiaries, equity investments, and investment securities were 15%, 1%, and 0% at December 31, 2009 and 13%, 1%, and 0% at December 31, 2008.

On a managed basis, which includes the investments of Medallion Bank after eliminating the Company’s investment in Medallion Bank, medallion loans were 57% at December 31, 2009 and 2008 (75% and 74% in New York City), commercial loans were 18% and 19%, and 22% and 20% were consumer loans in all 50 states collateralized by recreational vehicles, boats, motorcycles, and trailers. Investment securities were 2% at December 31, 2009 and 2008, and equity investments (including investments in controlled subsidiaries) were 1% and 2%.

F-9

Investment Transactions and Income Recognition

Loan origination fees and certain direct origination costs are deferred and recognized as an adjustment to the yield of the related loans. At December 31, 2009, net loan origination fees were $41,000, and at December 31, 2008, net origination costs were $252,000. Net amortization income (expense) for the years ended December 31, 2009, 2008, and 2007 was $57,000, ($363,000), and ($495,000).

Investment securities are purchased from time-to-time in the open market at prices that are greater or lesser than the par value of the investment. The resulting premium or discount is deferred and recognized as an adjustment to the yield of the related investment. At December 31, 2009 and 2008, there were no premiums or discounts on investment securities, and their related income accretion or amortization was immaterial for 2009, 2008, and 2007.

Interest income is recorded on the accrual basis. Taxicab medallion and commercial loans are placed on nonaccrual status, and all uncollected accrued interest is reversed, when there is doubt as to the collectability of interest or principal, or if loans are 90 days or more past due, unless management has determined that they are both well-secured and in the process of collection. Interest income on nonaccrual loans is generally recognized when cash is received, unless a determination has been made to apply all cash receipts to principal. At December 31, 2009, 2008, and 2007, total non-accrual loans were $19,784,000, $17,939,000, and $21,968,000, and represented 5%, 4%, and 4% of the gross medallion and commercial loan portfolio at each year end. 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 $7,114,000, $4,172,000, and $6,856,000 as of December 31, 2009, 2008, and 2007, of which $3,207,000, $1,749,000, and $2,892,000 would have been recognized in the years ended December 31, 2009, 2008, and 2007.

Loan Sales and Servicing Fee Receivable

The Company accounts for its sales of loans in accordance with FASB Accounting Standards Codification Topic 860, Transfers and Servicing (FASB ASC 860). FASB ASC 860 provides accounting and reporting standards for transfers and servicing of financial assets and extinguishments of liabilities. In accordance with FASB ASC 860, we have elected the fair value measurement method for our servicing assets and liabilities. The principal portion of loans serviced for others by the Company was $321,875,000 and $268,028,000 at December 31, 2009 and 2008, and included $229,810,000 and $204,055,000 of loans serviced for Medallion Bank. The Company has evaluated the servicing aspect of its business in accordance with FASB ASC 860, most of which relates to servicing assets held by Medallion Bank, and determined that no material servicing asset or liability exists as of December 31, 2009 and 2008.

Unrealized Appreciation (Depreciation) and Realized Gains (Losses) on Investments

Unrealized appreciation (depreciation) on 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 writeoffs of loans or assets acquired in satisfaction of loans, net of recoveries. Unrealized appreciation (depreciation) on net investments was $6,619,000, $10,936,000, and $4,614,000 as of December 31, 2009, 2008, and 2007. Our investment in Medallion Bank, a wholly owned portfolio investment, is a also subject to quarterly assessments of fair value. We conduct a thorough valuation analysis as described previously, and determine whether any factors give rise to valuation different than recorded book value, including various regulatory restrictions that were established at Medallion Bank’s inception, by the FDIC and State of Utah, and also by additional marketplace restrictions, such as on the ability to transfer industrial bank charters. As a result of this valuation process, we used Medallion Bank’s actual results of operations as the best estimate of changes in fair value, and recorded the results as a component of unrealized appreciation (depreciation) on investments, although changes in these restrictions and other applicable factors could change these conclusions in the future. See note 3 for the presentation of financial information for Medallion Bank.

F-10


*(Dollars in thousands)*	Loans		Equity Investments			Foreclosed Properties			Total
Balance December 31, 2006	($3,056	)	$	2,113		$	947		$	4
Net change in unrealized
Appreciation on investments	—			2,127			8,245			10,372
Depreciation on investments	(4,246	)		(133	)		(159	)		(4,538	)
Reversal of unrealized appreciation (depreciation) related to realized
Gains on investments	—			(1,361	)		(571	)		(1,932	)
Losses on investments	833			—			—			833
Other	—			(4	)		(121	)		(125	)

Balance December 31, 2007	(6,469	)		2,742			8,341			4,614
Net change in unrealized
Appreciation on investments	—			(1,995	)		8,183			6,188
Depreciation on investments	(4,076	)		(110	)		168			(4,018	)
Reversal of unrealized appreciation (depreciation) related to realized
Gains on investments	—			—			(1,400	)		(1,400	)
Losses on investments	5,230			—			322			5,552
Other	200			(200	)		—			—

Balance December 31, 2008	(5,115	)		437			15,614			10,936
Net change in unrealized
Appreciation on investments	—			(333	)		4,242			3,909
Depreciation on investments ⁽¹⁾	(3,507	)		(8,205	)		(519	)		(12,231	)
Reversal of unrealized appreciation (depreciation) related to realized
Gains on investments	—			—			(900	)		(900	)
Losses on investments	3,986			—			919			4,905
Other	400			—			(400	)		—

Balance December 31, 2009	($4,236	)		($8,101	)	$	18,956		$	6,619

(1)	Includes unrealized depreciation of $7,720 for the year ended December 31, 2009, related to investments in SPAC and SPAC 2. See note 10 for additional information on these investments.

The table below summarizes components of unrealized and realized gains and losses in the investment portfolios for the years ended December 31, 2009, 2008, and 2007.


*(Dollars in thousands)*	2009			2008			2007
Net change in unrealized appreciation (depreciation) on investments
Unrealized appreciation		($333	)		($1,994	)	$	2,127
Unrealized depreciation ⁽¹⁾		(4,747	)		(4,186	)		(4,379	)
Net unrealized appreciation (depreciation) on investment in Medallion Bank and other controlled subsidiaries		(5,671	)		(2,419	)		2,292
Realized gains		—			—			(11,647	)
Realized losses		3,986			5,230			833
Unrealized gains on foreclosed properties		3,742			7,273			6,740

Total		($3,023	)		$3,904			($4,034	)

Net realized gains (losses) on investments
Realized gains	$	—		$	—		$	2,914
Realized losses		(3,986	)		(5,230	)		(833	)
Other gains		—			470			10,732
Direct recoveries (charge-offs)		(148	)		(50	)		23
Realized gains (losses) on foreclosed properties		(1	)		1,064			1,336

Total		($4,135	)		($3,746	)	$	14,172

(1)	Includes unrealized depreciation of $759 for the year ended December 31, 2009, related to the $759 investment in SPAC 2, which is carried in other assets on the consolidated balance sheet.

F-11

Goodwill

Effective January 1, 2002, coincident with the adoption of FASB ASC Topic 350, “Intangibles – Goodwill and Other,” the Company tests its goodwill for impairment, and engages a consultant to help management evaluate its carrying value. The results of this evaluation demonstrated no impairment in goodwill for any period evaluated, and management believes, and the Board of Directors concurs, that there is no impairment as of December 31, 2009. The Company conducts annual, and if necessary, more frequent, appraisals of its goodwill, and will recognize any impairment in the period any impairment is identified as a charge to operating expenses.

Fixed Assets

Fixed assets are carried at cost less accumulated depreciation and amortization, and are depreciated on a straight-line basis over their estimated useful lives of 3 to 10 years. Leasehold improvements are amortized on a straight-line basis over the shorter of the lease term or the estimated economic useful life of the improvement. Depreciation and amortization expense was $258,000, $387,000, and $457,000 for the years ended December 31, 2009, 2008, and 2007.

Deferred Costs

Deferred financing costs, included in other assets, represents costs associated with obtaining the Company’s borrowing facilities, and is amortized on a straight line basis over the lives of the related financing agreements. Amortization expense was $1,289,000, $1,085,000, and $964,000 for the years ended December 31, 2009, 2008, and 2007. In addition, the Company capitalizes certain costs for transactions in the process of completion (other than business combinations), including those for potential investments and the sourcing of other financing alternatives. Upon completion or termination of the transaction, any accumulated amounts will be amortized against income over an appropriate period, or written off, including $759,000 related to the investment in SPAC 2, which was fully reserved for in 2009. The amounts on the balance sheet for all of these purposes were $3,975,000 and $5,708,000 at December 31, 2009 and 2008.

Federal Income Taxes

The Company and each of its major subsidiaries other than Medallion Bank (the RIC subsidiaries) have qualified to be treated for federal income tax purposes as regulated investment companies (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’s RIC qualification is determined on an annual basis, and it qualified and filed its federal tax returns as a RIC for 2008 and 2007, and anticipates qualifying and filing as a RIC for 2009. As a result, no provisions for income taxes have been recorded for the years ended December 31, 2009, 2008, and 2007. State and local tax treatment follows the federal model.

Medallion Bank is not a RIC and is taxed as a regular corporation. Fin Trust, Trust II, and Trust III are not subject to federal income taxation, instead their taxable income is treated as having been earned by the Company and MFC as appropriate.

Net Increase in Net Assets Resulting from Operations per Share (EPS)

Basic earnings per share are computed by dividing net increase in net assets resulting from operations available to common shareholders by the weighted average number of common shares outstanding for the period. Diluted earnings per share reflect the potential dilution that could occur if option contracts to issue common stock were exercised, and has been computed after giving consideration to the weighted average dilutive effect of the Company’s stock options. The Company uses the treasury stock method to calculate diluted EPS, which is a method of recognizing the use of proceeds that could be obtained upon exercise of options and warrants in computing diluted EPS. It assumes that any proceeds would be used to purchase common stock at the average market price during the period.

F-12

The table below shows the calculation of basic and diluted EPS.


	Years Ended December 31,
*(Dollars in thousands)*	2009		2008		2007
Net increase in net assets resulting from operations available to common shareholders	$	1,022	$	15,248	$	15,436

Weighted average common shares outstanding applicable to basic EPS		17,569,688		17,520,966		17,480,523
Effect of dilutive stock options		121,749		201,609		305,787

Adjusted weighted average common shares outstanding applicable to diluted EPS		17,691,437		17,722,575		17,786,310

Basic earnings per share	$	0.06	$	0.87	$	0.88
Diluted earnings per share		0.06		0.86		0.87

Potentially dilutive common shares excluded from the above calculations aggregated 1,061,602, 1,328,537, and 795,936 shares as of December 31, 2009, 2008, and 2007.

Dividends to Shareholders

The table below shows the tax character of distributions for tax reporting purposes.


	Years Ended December 31,
*(Dollars in thousands)*	2009		2008		2007
Dividends paid from
Investment income, net	$	13,060	$	13,276	$	6,085
Realized gains from investment transactions, net		295		38		7,200

Total dividends	$	13,355	$	13,314	$	13,285

Our ability to make dividend payments is restricted by SBA regulations and under the terms of the SBA debentures. As of December 31, 2009, the Company anticipates paying an estimated $5,160,000 of ordinary income dividends for tax purposes by September 15, 2010.

Stock Compensation

The Company follows FASB Accounting Standard Codification Topic 718 (ASC 718), “Compensation – Stock Compensation”, for its stock option plans, and accordingly, the Company recognizes the expense of these grants as required. Stock-based employee compensation costs pertaining to stock options is reflected in net increase in net assets resulting from operations, for both any new grants, as well as for all unvested options outstanding at December 31, 2005, in both cases using the fair values established by usage of the Black-Scholes option pricing model, expensed over the vesting period of the underlying option.

The Company elected the modified prospective transition method in applying ASC 718. Under this method, the provisions of ASC 718 apply to all awards granted or modified after the date of adoption, as well as for all unvested options outstanding at December 31, 2005. During 2009, 2008, and 2007, the Company issued 68,667, 429,918, and 209,674 shares of stock-based compensation awards, and recognized $234,000, $310,000, and $323,000, or $0.01, $0.02, and $0.02 per diluted common share for each respective year, of non-cash stock-based compensation expense related to the option grants. As of December 31, 2009, the total remaining unrecognized compensation cost related to unvested stock options was $271,000, which is expected to be recognized over the next ten quarters (see note 5).

Derivatives

F-13

Reclassifications

Certain reclassifications have been made to prior year balances to conform with the current year presentation. These reclassifications have no effect on the previously reported results of operations.

(3) INVESTMENT IN MEDALLION BANK AND OTHER CONTROLLED SUBSIDIARIES

The following table presents information derived from Medallion Bank’s statement of operations and other valuation adjustments on other controlled subsidiaries for the years ended December 31, 2009, 2008, and 2007.


*(Dollars in thousands)*	2009			2008			2007
Statement of operations
Investment income	$	44,681		$	41,373		$	36,564
Interest expense		11,046			14,934			13,804

Net interest income		33,635			26,439			22,760
Noninterest income		429			468			337
Operating expenses		9,858			8,554			7,190

Net investment income before income taxes		24,206			18,353			15,907
Income tax provision		3,659			2,776			4,059

Net investment income after income taxes		20,547			15,577			11,848
Net realized/unrealized losses of Medallion Bank		(13,981	)		(11,452	)		(4,696	)

Net increase in net assets resulting from operations of Medallion Bank		6,566			4,125			7,152
Unrealized depreciation on Medallion Bank ⁽¹⁾		(4,715	)		(6,000	)		(5,750	)
Net realized/unrealized gains/(losses) of controlled subsidiaries other than Medallion Bank		(7,522	)		(544	)		890

Net increase (decrease) in net assets resulting from operations of Medallion Bank and other controlled subsidiaries		($5,671	)	($	2,419	)	$	2,292

(1)	Unrealized depreciation on Medallion Bank reflects the adjustment to the investment carrying amount to reflect the dividends declared to the Company and the US Treasury.

The following table presents Medallion Bank’s balance sheets and the net investment in other controlled subsidiaries as of December 31, 2009 and 2008.


*(Dollars in thousands)*	2009		2008
Loans	$	418,853	$	396,103
Investment securities, at fair value		21,060		20,088

Net investments ($0 pledged as collateral under borrowing arrangements at December 31, 2009 and 2008) ⁽¹⁾		439,913		416,191
Cash ($0 at December 31, 2009 and 2008 restricted as to use by lender)		13,340		9,401
Other assets, net		11,935		9,802

Total assets	$	465,188	$	435,394

Other liabilities	$	2,462	$	1,227
Due to affiliates		630		235
Deposits and federal funds purchased, including accrued interest payable		373,228		370,164

Total liabilities		376,320		371,626
Medallion Bank equity ⁽²⁾		88,868		63,768

Total liabilities and equity	$	465,188	$	435,394

Investment in other controlled subsidiaries	$	4,280	$	10,747
Total investment in Medallion Bank and other controlled subsidiaries		72,279		74,750

(1)	Included in Medallion Bank’s net investments is $528 and $856 for purchased loan premium and facility fees at December 31, 2009 and 2008.

(2)	Includes $21,499 in 2009 of preferred stock issued to the US Treasury under the Troubled Asset Relief Program (TARP).

F-14

The following paragraphs summarize the accounting and reporting policies of Medallion Bank, and provide additional information relating to the tables presented above.

Investment securities are purchased from time-to-time in the open market at prices that are greater or lesser than the par value of the investment. The resulting premium or discount is deferred and recognized on a level yield basis as an adjustment to the yield of the related investment. At December 31, 2009 and 2008, the net premium on investment securities totaled $185,000 and $96,000, and $69,000, ($14,000), and $140,000 was (accreted) amortized to interest income for the years ended December 31, 2009, 2008, and 2007.

Loan origination fees and certain direct origination costs are deferred and recognized as an adjustment to the yield of the related loans. At December 31, 2009 and 2008, net loan origination costs were $5,553,000 and $5,826,000. Net amortization expense for the years ended December 31, 2009, 2008, and 2007 was $1,862,000, $2,182,000, and $1,156,000.

Medallion Bank’s policies regarding nonaccrual of medallion and commercial loans are similar to those of the Company. The consumer portfolio has different characteristics compared to commercial loans, typified by a larger number of lower dollar loans that have similar characteristics. These loans are placed on nonaccrual, when they become 90 days past due, or earlier if they enter bankruptcy, and are charged off in their entirety when deemed uncollectible, or when they become 120 days past due, whichever occurs first, at which time appropriate collection and recovery efforts against both the borrower and the underlying collateral are initiated. At December 31, 2009, $3,321,000 or 2% of consumer loans, $1,124,000 or 2% of commercial loans, and $0 or 0% of medallion loans were on nonaccrual, compared to $2,442,000 or 1% of consumer loans, $1,832,000 or 2% of commercial loans, and $0 or 0% of medallion loans on nonaccrual at December 31, 2008. 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 $160,000 in 2009, $141,000 in 2008, and $27,000 in 2007.

Medallion Bank’s loan and investment portfolios are assessed for collectability on a monthly basis, and a loan loss allowance is established for any realizability concerns on specific investments, and general reserves have also been established for any unknown factors. The consumer portfolio purchase was net of unrealized depreciation of $4,244,000, or 5.0% of the balances outstanding, and included a purchase premium of approximately $5,678,000 of which $290,000, $421,000, and $654,000 was amortized into interest income during 2009, 2008, and 2007. The premium amount on the balance sheet was $528,000 and $818,000 as of December 31, 2009 and 2008. Adjustments to the fair value of this portfolio are based on the historical loan loss data obtained from the seller, adjusted for changes in delinquency trends and other factors as described previously in note 2.

In January 2004, Medallion Bank commenced raising deposits to fund the purchase of various affiliates’ loan portfolios. The deposits were raised through the use of investment brokerage firms who package deposits qualifying for FDIC insurance into pools that are sold to Medallion Bank. The rates paid on the deposits are highly competitive with market rates paid by other financial institutions, and include a brokerage fee of 0.15% to 0.50%, depending on the maturity of the deposit, which is capitalized and amortized to interest expense over the life of the respective pool. The total amount capitalized at December 31, 2009 and 2008 was $670,000 and $988,000, and $1,069,000, $956,000, and $795,000 was amortized to interest expense during 2009, 2008, and 2007. Interest on the deposits is accrued daily and paid monthly, semiannually, or at maturity.

The outstanding balances of fixed rate borrowings were as follows:


	Payments Due for the Fiscal Year Ending December 31,												December 31, 2009		December 31, 2008		Interest Rate ⁽¹⁾
*(Dollars in thousands)*	2010		2011		2012		2013		2014		Thereafter		December 31, 2009		December 31, 2008		Interest Rate ⁽¹⁾
Deposits	$	260,069	$	95,636	$	16,014	$	—	$	—	$	—	$	371,719	$	366,408	1.85	%

(1)	Weighted average contractual rate as of December 31, 2009.

Medallion Bank is subject to various regulatory capital requirements administered by the FDIC and State of Utah Department of Financial Institutions. Failure to meet minimum capital requirements can initiate certain mandatory and possibly additional discretionary actions by regulators that, if undertaken, could have a direct material effect on Medallion Bank’s and our financial statements. Under capital adequacy guidelines and the regulatory framework for prompt corrective action, Medallion Bank must meet specific capital guidelines that involve quantitative measures of Medallion Bank’s assets, liabilities, and certain off-balance sheet items as calculated under regulatory accounting practices. Medallion Bank’s capital amounts and classification are also subject to qualitative judgments by Medallion Bank regulators about components, risk weightings, and other factors.

F-15

FDIC-insured banks, including Medallion Bank, are subject to certain federal laws, which impose various legal limitations on the extent to which banks may finance or otherwise supply funds to certain of their affiliates. In particular, Medallion Bank is subject to certain restrictions on any extensions of credit to, or other covered transactions, such as certain purchases of assets, with the Company or its affiliates.

Quantitative measures established by regulation to ensure capital adequacy require Medallion Bank to maintain minimum amounts and ratios as defined in the regulations (set forth in the table below). Additionally, as conditions of granting Medallion Bank’s application for federal deposit insurance, the FDIC ordered that beginning paid-in-capital funds of not less than $22,000,000 be provided, and that the Tier I Leverage Capital to total assets ratio, as defined, be not less than 15%, and that an adequate allowance for loan losses be maintained. As a result, to facilitate maintenance of the capital ratio requirement and to provide the necessary capital for continued growth, the Company periodically makes capital contributions to Medallion Bank, including an aggregate of $1,750,000 contributed in January 2009, and an aggregate of $10,750,000 and $6,800,000 contributed over various months in 2008 and 2007. Separately, Medallion Bank paid dividends to the Company of $3,000,000 in 2009, and $6,000,000 and $5,750,000 in 2008 and 2007. Without the capital infusions by the Company, a portion of the Medallion Bank dividends would have been retained to ensure Medallion Bank met its capital ratio requirements, and in such circumstance, if the Company maintained its dividends at the existing levels, a portion of those dividends would have represented a tax-free return of capital.

On February 27, 2009, Medallion Bank issued and sold, and the US Treasury purchased under the TARP Capital Purchase Program (the CPP), (1) 11,800 shares of Medallion Bank’s Fixed Rate Non-Cumulative Perpetual Preferred Stock, Series A, and (2) a warrant, which was immediately exercised, to purchase up to 590 shares of Medallion Bank’s Fixed Rate Non-Cumulative Perpetual Preferred Stock, Series B, for an aggregate purchase price of approximately $11,800,000 in cash. On December 22, 2009, Medallion Bank issued and sold, and the US Treasury purchased under the CPP, (1) 9,698 shares of Medallion Bank’s Fixed Rate Non-Cumulative Perpetual Preferred Stock, Series C, and (2) a warrant, which was immediately exercised, to purchase up to 55 shares of Medallion Bank’s Fixed Rate Non-Cumulative Perpetual Preferred Stock, Series D, for an aggregate purchase price of approximately $9,698,000 in cash. The liquidation preference of each Series is $1,000 per share.

The securities were sold in private placements exempt from SEC registration.

Non-cumulative dividends on the Series A and C shares will accrue on the liquidation preference at a rate of 5% per annum for the first five years, and at a rate of 9% per annum thereafter, and the dividends on the Series B and D shares will accrue on the liquidation preference at a rate of 9% per annum, both, if, as, and when declared by Medallion Bank’s Board of Directors out of funds legally available thereof. The Preferred Shares have no maturity date and rank senior to Medallion Bank’s common stock (and pari passu with one another) with respect to the payment of dividends and distributions and amounts payable upon liquidation, dissolution, and winding up of Medallion Bank. Medallion Bank’s Articles of Amendments provide that, subject to the approval of the FDIC, the Preferred Shares are redeemable at the option of Medallion Bank at 100% of their liquidation preference plus declared and unpaid dividends, provided, however, that the Preferred Shares may be redeemed prior to February 27, 2012 and December 22, 2012, respectively, only if (i) Medallion Bank has raised aggregate gross proceeds in one or more Qualified Equity Offerings, as defined, of at least $3,097,500 and $2,438,250, respectively and (ii) the aggregate redemption price does not exceed the aggregate net proceeds from such offerings. The Series B shares cannot be redeemed until the Series A shares have been redeemed and the Series D shares cannot be redeemed until the Series A, B, and C shares have been redeemed.

On February 17, 2009, the American Recovery and Reinvestment Act of 2009 (the ARRA) was signed into law. The ARRA, among other things, directs the US Treasury to permit CPP participants to redeem the preferred stock issued under the CPP without first requiring a Qualified Equity Offering, upon consultation with the appropriate Federal banking agency.

The agreements between Medallion Bank and the US Treasury pursuant to which the Preferred Shares and the Warrants were sold contain limitations on the payment of common stock dividends to a quarterly rate of $1.00 per share or $1,000,000, and on Medallion Bank’s ability to repurchase its common stock, and subjects Medallion Bank and the Company to certain of the executive compensation limitations and requirements included in the Emergency Economic Stabilization Act of 2008 (the EESA). As a condition to the closing of the transactions, the Company and its senior executive officers have agreed to all terms and conditions.

F-16

reimbursements for the payment of taxes to senior executive officers and the next twenty most highly compensated employees relating to severance payments, perquisites, or any other form of compensation. The final rule further requires (i) at least once every six months, the compensation committees of CPP participants to meet to discuss, evaluate, and review the CPP participant’s compensation plans and the risks these plans pose to the CPP participant and annually in the CPP participant’s proxy statement describe how such risks were limited and certify that the compensation committee has completed its reviews of the plans and provide such disclosures and certifications to the Treasury; (ii) CPP participants to disclose to the Treasury and their primary federal regulator on an annual basis, perquisites with a total value over $25,000 for any employee who is subject to the bonus prohibition; (iii) CPP participants to disclose to the Treasury and their primary federal regulator whether they have engaged a compensation consultant and indicate the types of services the compensation consultant or any of its affiliates has provided during the past three years, including any “benchmarking” or comparisons employed to identify certain percentile levels of compensation; (iv) CPP participants to adopt an excessive or luxury expenditures policy; (v) CPP participants to permit stockholders to vote on a non-binding resolution approving the institution’s compensation of executives; and (v) the principal executive officer and principal financial officer of CPP participants to annually certify compliance of the CPP participant with Section 111 of EESA and provide these certifications as an exhibit to the CPP participant’s annual report on Form 10-K and to the Treasury.

The following table represents Medallion Bank’s actual capital amounts and related ratios as of December 31, 2009 and 2008, compared to required regulatory minimum capital ratios and the ratio required to be considered well capitalized. As of December 31, 2009, Medallion Bank meets all capital adequacy requirements to which it is subject, and is well-capitalized.


	Regulatory						December 31, 2009			December 31, 2008
*(Dollars in Thousands)*	Minimum			Well-capitalized			December 31, 2009			December 31, 2008
Tier I capital	$	—		$	—		$	88,811		$	63,808
Total capital		—			—			94,455			69,105
Average assets		—			—			456,681			434,585
Risk-weighted assets		—			—			443,566			418,089
Leverage ratio ⁽¹⁾		4	%		5	%		19.5	%		14.7	%
Tier I capital ratio ⁽²⁾		4			6			20.0			15.2
Total capital ratio ⁽²⁾		8			10			21.3			16.5

(1)	Calculated by dividing Tier I capital by average assets.

(2)	Calculated by dividing Tier I or total capital by risk-weighted assets.

(4) FUNDS BORROWED

The outstanding balances of funds borrowed were as follows:


	Payments Due for the Fiscal Year Ending December 31,												December 31, 2009		December 31, 2008		Interest Rate ⁽¹⁾
*(Dollars in thousands)*	2010		2011		2012		2013		2014		Thereafter		December 31, 2009		December 31, 2008		Interest Rate ⁽¹⁾
Revolving lines of credit	$	13,972	$	—	$	—	$	183,390	$	—	$	—	$	197,362	$	314,858	1.32	%
SBA debentures		—		17,985		13,500		19,450		13,500		23,815		88,250		88,250	6.09
Notes payable to banks		19,700		35,813		8,397		—		—		—		63,910		26,542	4.48
Preferred securities		—		—		—		—		—		33,000		33,000		33,000	7.68

Total	$	33,672	$	53,798	$	21,897	$	202,840	$	13,500	$	56,815	$	382,522	$	462,650	3.50

(1)	Weighted average contractual rate as of December 31, 2009.

(A) REVOLVING LINES OF CREDIT

In December 2008, Trust III entered into a revolving line of credit agreement with DZ Bank, to provide up to $200,000,000 of financing through a commercial paper conduit to acquire medallion loans from MFC (DZ line), of which $183,390,000 was outstanding at December 31, 2009. Borrowings under Trust III’s revolving line of credit are collateralized by Trust III’s assets. MFC is the servicer of the loans owned by Trust III. The DZ line includes a borrowing base covenant and rapid amortization in certain circumstances. In addition, if certain financial tests are not met, MFC can be replaced as the servicer. The DZ line matures in December 2013. The interest rate is the lesser of a pooled short-term commercial paper rate (which approximates LIBOR), 30 day LIBOR (0.23% at December 31, 2009) plus 0.75%, or 90 day LIBOR (0.25% at December 31, 2009) plus 0.50%; plus 0.95%.

F-17

In December 2006, and as renegotiated in December 2007, November 2008, and November 2009, Trust II entered into a revolving line of credit agreement with Citibank N.A., to provide up to $250,000,000 of financing through a commercial paper conduit to acquire medallion loans from MFC (Citi line), of which $13,972,000 was outstanding at December 31, 2009. In November 2008, the line of credit was reduced to $225,000,000, and was further reduced to $35,000,000 in November 2009. Borrowings under Trust II’s revolving line of credit are collateralized by Trust II’s assets. MFC is the servicer of the loans owned by Trust II. The Citi line includes a borrowing base covenant and rapid amortization in certain circumstances. In addition, if certain financial tests are not met, MFC can be replaced as the servicer. The Citi line matures in May 2010, and was fully paid off in March 2010. The interest rate is a pooled short-term commercial paper rate, which approximates LIBOR (0.23% at December 31, 2009), plus 1.07% with a facility fee of 1.50% on the aggregate Citi line, and prior to November 2009 was plus 0.82% with a facility fee of 0.15% on the aggregate Citi line, and prior to November 2008 was plus 0.47% with a facility fee of 0.15%.

In September 2002, and as renegotiated in September 2003, January 2005, January 2006, September 2006, and December 2006, the Trust entered into a revolving line of credit agreement (amended) with Merrill Lynch Commercial Finance Corp., as successor to Merrill Lynch Bank, USA (MLB) to provide up to $375,000,000 of financing to acquire medallion loans from MFC (MLB line), which was paid off in December 2008.

Based on current market conditions, we expect that Citibank may not extend the credit facility beyond its current maturity date in May 2010. We have available liquidity of $16,610,000 under our revolving credit agreement with DZ Bank as of December 31, 2009. We also generate liquidity through deposits generated at Medallion Bank, borrowing arrangements with other banks, and through the issuance of SBA debentures, as well as from cash flow from operations. In addition, we may choose to participate a greater portion of our loan portfolio to third parties. We are actively seeking additional sources of liquidity, including sources of liquidity to repay our borrowings under the Citibank line; however, given current market conditions, we cannot assure you that we will be able to secure additional liquidity on terms favorable to us or at all. If that occurs, we may decline to underwrite lower yielding loans in order to conserve capital until credit conditions in the market become more favorable; or we may be required to dispose of assets when we would not otherwise do so, and at prices which may be below the net book value of such assets in order for us to repay indebtedness on a timely basis.

(B) SBA DEBENTURES

In September 2006, the SBA approved a $6,000,000 commitment for FSVC to issue additional debentures to the SBA during a four year period upon payment of a 1% fee and the infusion of $2,000,000 of additional capital. In March 2006, the SBA approved a $13,500,000 commitment for MCI to issue additional debentures to the SBA during a four year period upon payment of a 1% fee and the infusion of $6,750,000 of additional capital. In November 2003, the SBA approved an $8,000,000 commitment for FSVC, and during 2001, the SBA approved $36,000,000 each in commitments for FSVC and MCI. As of December 31, 2009, $91,000,000 of commitments had been fully utilized, and $8,500,000 was available for borrowing.

The notes are collateralized by substantially all the Company’s assets and are subject to the terms and conditions of agreements with the SBA which, among other things, restrict stock redemptions, disposition of assets, new indebtedness, dividends or distributions, and changes in management, ownership, investment policy, or operations. The debentures have been issued in various tranches for terms of ten years with interest payable semiannually.

(C) PREFERRED SECURITIES, NOTES PAYABLE TO BANKS, AND MARGIN LOANS

In August 2009, MFC entered into a note agreement with Alma Bank for $4,033,000. This agreement is collateralized by certain medallion loans owned by MFC of which $4,011,000 was outstanding at December 31, 2009. The note agreement bears a fixed rate of interest of 4.50% to August 2010, and thereafter a variable rate of interest of the greater of 4.50% or prime (3.25% at December 31, 2009) plus 0.25%. The note matures in June 2011. Principal and interest payments are made monthly in proportion to the payments received by MFC on the underlying medallion loan collateral.

In July 2009, MFC entered into a note agreement with State Bank of Long Island (SBLI) for $4,793,000. This agreement is collateralized by certain medallion loans owned by MFC of which $4,706,000 was outstanding at December 31, 2009. The note agreement bears a fixed rate of interest of 4.70% to July 2010, and thereafter a variable rate of interest of the greater of 4.70% or 360 day LIBOR (0.99% at December 31, 2009) plus 2.00%. The note matures in June 2011. Principal and interest payments are made monthly in proportion to the payments received by MFC on the underlying medallion loan collateral.

F-18

In March 2009, MFC entered into a note agreement with Modern Bank for $4,227,000. This agreement is collateralized by certain medallion loans owned by MFC of which $4,227,000 was outstanding at December 31, 2009. The note agreement bears a fixed rate of interest of 4.625% to March 2010, and thereafter a variable rate of interest of the greater of 4.625% or prime (3.25% at December 31, 2009) plus 1.375%, reset annually. The note matures in October 2011. Principal and interest payments are made monthly in proportion to the payments received by MFC on the underlying medallion loan collateral.

During 2009, MFC and the Company entered into five note agreements with Flushing Savings Bank for $5,919,000, $4,785,000, $7,319,000, $3,164,000, and $3,716,000. These agreements are collateralized by certain medallion loans owned by MFC and the Company of which $5,918,000, $4,785,000, $3,748,000, $3,121,000, and $3,690,000 were outstanding at December 31, 2009. These note agreements bear fixed rates of interest of 5.50%, 5.25%, 5.125%, 4.70% (until June 30, 2010, after which the rate will be the greater of 4.70% or prime plus 0.50%), and 4.75% (until November 10, 2010, after which the rate will be the greater of 4.75% or prime plus 0.25%, reset annually). The notes mature June 2011, October 2011, July 2012, various dates based on the maturities of the underlying medallion loan collateral (ranging from March 2010 to January 2012), and November 2012. Principal and interest payments are made monthly in proportion to the payments received by MFC and the Company on the underlying medallion loan collateral.

In April 2008, certain operating subsidiaries of MFC entered into an aggregate $1,800,000 of note agreements with SBLI. These agreements are collateralized by certain taxicab medallions owned by Medallion Chicago of which $1,715,000 was outstanding at December 31, 2009. The note agreements bear interest at 5.50%, payable monthly. The notes mature May 1, 2011 and are guaranteed by both the Company and MFC. Principal and interest payments of $12,000 are due monthly, with the balance due at maturity.

In June 2007, the Company issued and sold $36,083,000 aggregate principal amount of unsecured junior subordinated notes to Fin Trust which, in turn, sold $35,000,000 of preferred securities to Merrill Lynch International and issued 1,083 shares of common stock to the Company. The notes bear a fixed rate of interest of 7.68% to September 2012, and thereafter a variable rate of interest of 90 day LIBOR plus 2.125%. The notes mature in September 2037, and are prepayable at par on or after September 6, 2012. Interest is payable quarterly in arrears. The terms of the preferred securities and the notes are substantially identical. At December 31, 2009, $33,000,000 was outstanding on the preferred securities. In December 2007, the Company was able to acquire $2,000,000 of the preferred securities for $1,300,000, realizing a gain of $700,000 in a transaction with a third party investor.

In March 2007, the Company entered into a margin loan agreement with Smith Barney, a subsidiary of Citicorp. The margin loan was secured by the pledge of short-term, high-quality investment securities held by the Company, and was generally available at 99% of the current fair market value of the securities. The margin loan bore interest at LIBOR (0.23% at December 31, 2009) plus 0.35%. As of December 31, 2009, $0 had been drawn down under this margin loan.

In December 2006, the Company entered into a margin loan agreement with Bear Stearns & Co. Inc. The margin loan was secured by the pledge of short-term, high-quality investment securities held by the Company, and was generally available at 99% of the current fair market value of the securities. The margin loan bore interest at LIBOR (0.23% at December 31, 2009) plus 0.50%. This line expired during 2008.

In December 2006, certain operating subsidiaries of MFC entered into an aggregate $966,000 of note agreements with New York Commercial Bank, which was increased by $756,000 in January 2007, by $2,250,000 in May 2007, and by $1,572,000 in May 2008 to an aggregate of $5,544,000. These agreements are collateralized by certain taxicab medallions owned by Medallion Chicago of which $4,749,000 was outstanding at December 31, 2009. The note agreements bear interest at 5.50%, payable monthly. The notes mature May 14, 2011, and are guaranteed by both the Company and MFC. Principal and interest payments of $38,000 are due monthly, with the balance due at maturity.

In October 2006, certain operating subsidiaries of MFC entered into an aggregate $840,000 of note agreements with Metropolitan Bank of New York, which was increased by $2,250,000 in May 2007 and by $1,302,000 in June 2008, to an aggregate of $4,392,000. These agreements are collateralized by certain taxicab medallions owned by Medallion Chicago of which $4,197,000 was outstanding at December 31, 2009. The note agreements bear interest at 5.75%, payable monthly. The notes mature July 1, 2011 and are guaranteed by MFC. Principal and interest payments of $33,000 are due monthly, with the balance due at maturity.

F-19

In January 2005, MFC entered into a $4,000,000 revolving note agreement with New York Commercial Bank, formerly known as Atlantic Bank of New York that matured on December 1, 2005, and which maturity was extended to May 1, 2010. On March 6, 2006, the line of credit was increased to $6,000,000, and was further increased to $8,000,000 in March 2007. The line is secured by medallion loans of MFC that are in process of being sold to the Trusts, any draws being payable from the receipt of proceeds from the sale. The line bears interest at the prime rate (3.25% at December 31, 2009) plus 0.50% from July 2009, and prior to that was at the prime rate minus 0.25%, payable monthly. As of December 31, 2009, $1,143,000 had been drawn down under this line.

On April 26, 2004, the Company entered into a $15,000,000 revolving note agreement with Sterling National Bank that was further extended to May 31, 2010 and was increased to $20,000,000. The line is secured by certain pledged assets of the Company, and is subject to periodic borrowing base requirements. Effective August 2006, the line bears interest, payable monthly, at LIBOR (0.23% at December 31, 2009) plus 2.0% with an unused fee of 0.25% as of September 30, 2009, and prior to that with no unused fee, and prior to that was at the prime rate, and was subject to an unused fee of 0.125%, and since February 2009, is subject to an interest rate floor of 3%. As of December 31, 2009, $17,900,000 had been drawn down under this line.

(D) COVENANT COMPLIANCE

In the normal course of business, the Company and its subsidiaries enter into agreements, or are subject to regulatory requirements, that result in loan restrictions. Certain of our debt agreements contain restrictions that require the Company to maintain certain financial ratios, including debt to equity and minimum net worth. In addition, the Company’s wholly-owned subsidiary Medallion Bank is subject to regulatory requirements related to the declaration of dividends (see note 3).

(5) STOCK OPTIONS

The Company has a stock option plan (2006 Stock Option Plan) available to grant both incentive and nonqualified stock options to employees. The 2006 Stock Option Plan, which was approved by the Board of Directors on February 15, 2006 and shareholders on June 16, 2006, provides for the issuance of a maximum of 800,000 shares of common stock of the Company. At December 31, 2009, 217,067 shares of the Company’s common stock remained available for future grants. The 2006 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.

The Company’s Board of Directors approved a new non-employee director stock option plan (the 2006 Director Plan) on February 15, 2006, which was approved by shareholders on June 16, 2006, and on which exemptive relief to implement the 2006 Director Plan was received from the SEC on August 28, 2007. The 2006 Director Plan provides for an automatic grant of options to purchase 9,000 shares of the Company’s common stock to an Eligible Director upon election to the Board, with an adjustment for directors who are elected to serve less than a full term. A total of 100,000 shares of the Company’s common stock are issuable under the 2006 Director Plan. At December 31, 2009, 10,000 shares of the Company’s common stock remained available for future grants. 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 2006 Director Plan are exercisable annually, as defined in the 2006 Director Plan. The term of the options may not exceed ten years.

The Company’s Board of Directors approved the 2009 Employee Restricted Stock Plan (the Employee Restricted Stock Plan) on April 16, 2009. The Employee Restricted Stock Plan will become effective upon the Company’s receipt of exemptive relief from the SEC and approval of the Employee Restricted Stock Option Plan by the Company’s shareholders. The terms of the Employee Restricted Stock Plan provide for grants of restricted stock awards to the Company’s employees. A grant of restricted stock is a grant of shares of the Company’s common stock that, at the time of issuance, is subject to certain forfeiture provisions, and thus are restricted as to transferability until such forfeiture restrictions have lapsed. A total of 800,000 shares of the Company’s common stock are issuable under the Employee Restricted Stock Plan. Awards under the 2009 Employee Plan are subject to certain limitations as set forth in the Employee Restricted Stock Plan. The Employee Restricted Stock Plan will terminate when all shares of common stock authorized for delivery under the Employee Restricted Stock Plan have been delivered and the forfeiture restrictions on all awards have lapsed, or by action of the Board of Directors pursuant to the Employee Restricted Stock Plan, whichever first occurs.

F-20

The Company’s Board of Directors approved an amendment to the 2006 Director Plan (the Amended Director Plan) on April 16, 2009, which was approved by the Company’s shareholders on June 5, 2009. The Amended Director Plan will become effective upon the Company’s receipt of exemptive relief from the SEC. The Amended Director Plan is intended to amend and restate the 2006 Director Plan by increasing the maximum number of shares of the Company’s common stock that will be available for issuance under the Amended Director Plan from 100,000 to 200,000. Under the Amended Director Plan, unless otherwise determined by a committee of the Board of Directors comprised of directors who are not eligible for grants under the Amended Director Plan, the Company will grant 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. 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 2006 Director Plan are exercisable annually, as defined in the Amended Director Plan. The term of the options may not exceed ten years.

The Company’s 1996 Stock Option Plan and 1996 Director Plan terminated on May 21, 2006 and no additional shares are available for future issuance. At December 31, 2009, 1,475,932 shares of the Company’s common stock were outstanding under the 1996 and 2006 plans, of which 1,084,562 shares were exercisable.

The fair value of each option grant is estimated on the date of grant using the Black-Scholes option-pricing model. The weighted average fair value of options granted was $0.91, $1.11, and $1.93 per share for the years ended December 31, 2009, 2008, and 2007. The following assumptions were used for the shares granted during 2009, 2008, and 2007.


	Year ended December 31,
	2009		2008		2007
Risk free interest rate	2.89	%	3.00	%	4.92	%
Expected dividend yield	8.00		8.00		8.00
Expected life of option in years ⁽¹⁾	6.00		5.98		5.88
Expected volatility⁽²⁾	30.00		30.00		35.00

(1)	Expected life is calculated using the simplified method.

(2)	We determine our expected volatility using the Black-Scholes option pricing model based on our historical volatility.

The following table presents the activity for the stock option program under the 1996 and 2006 Stock Option Plans and the 1996 and 2006 Director Plans for the years ended December 31, 2009, 2008, and 2007.


	Number of Options		Exercise Price Per Share		Weighted Average Exercise Price
Outstanding at December 31, 2006	1,456,530		$	3.50-29.25	$	10.82
Granted	209,674			10.76-11.24		11.11
Cancelled	(95,499	)		8.51-13.06		11.78
Exercised⁽¹⁾	(102,650	)		3.87-8.51		6.30

Outstanding at December 31, 2007	1,468,055			3.50-29.25		11.12
Granted	429,918			7.79-9.99		9.16
Cancelled	(107,736	)		6.50-29.25		20.33
Exercised⁽¹⁾	(61,050	)		3.87-7.03		5.79

Outstanding at December 31, 2008	1,729,187			3.50-18.75		10.25
Granted	68,667			7.49-7.62		7.57
Cancelled	(295,269	)		7.68-18.75		16.68
Exercised⁽¹⁾	(26,653	)		3.50-5.51		4.87

Outstanding at December 31, 2009⁽²⁾	1,475,932		$	3.50-17.94	$	8.93

Options exercisable at
December 31, 2007	1,206,190		$	3.50-29.25	$	11.13
December 31, 2008	1,169,585			3.50-29.25		9.70
December 31, 2009⁽²⁾	1,084,562			3.50-17.94		8.84

(1)	The aggregate intrinsic value, which represents the difference between the price of the Company’s common stock at the exercise date and the related exercise price of the underlying options, was $45,000, $242,000, and $523,000 for 2009, 2008, and 2007.

(2)	The aggregate intrinsic value, which represents the difference between the price of the Company’s common stock at December 31, 2009 and the related exercise price of the underlying options, was $1,212,000 for outstanding options and $1,166,000 for exercisable options as of December 31, 2009.

F-21

The following table presents the activity for the unvested options outstanding under the plan for the year ended December 31, 2009.


	Number of Options		Exercise Price Per Share		Weighted Average Exercise Price
Outstanding at December 31, 2008	559,602		$	7.79-13.06	$	9.70
Granted	68,667			7.49-7.62		7.57
Cancelled	(1,343	)		9.22-11.21		9.96
Vested	(235,556	)		7.79-13.06		9.91

Outstanding at December 31, 2009	391,370		$	7.49-11.24	$	9.20

The fair value of the options vested was $1,000, $4,000, and $510,000 in 2009, 2008, and 2007.

The following table summarizes information regarding options outstanding and options exercisable at December 31, 2009 under the 1996 and 2006 Stock Option Plans and the 1996 and 2006 Director Plans.


		Options Outstanding Weighted average				Options Exercisable Weighted average
Range of Exercise Prices		Shares at December 31, 2009	Remaining contractual life in years	Exercise price		Shares at December 31, 2009	Remaining contractual life in years	Exercise price
$	3.50-5.51	350,997	2.53	$	4.91	350,997	2.53	$	4.91
	6.89-13.06	1,081,320	6.85		9.95	689,950	6.02		10.37
	14.63-15.56	26,948	0.93		14.98	26,948	0.93		14.98
	17.94	16,667	0.01		17.94	16,667	0.01		17.94

$	3.50-17.94	1,475,932	5.64		8.93	1,084,562	4.67		8.84

(6) QUARTERLY RESULTS OF OPERATIONS (UNAUDITED)

The following table presents the Company’s quarterly results of operations for the years ended December 31, 2009, 2008 and 2007.


*(Dollars in thousands except per share data)*	March 31			June 30		September 30		December 31
2009 Quarter Ended
Investment income	$	10,734		$	10,613	$	10,196	$	9,560
Net investment income (loss) after income taxes		1,909			2,116		2,001		2,154
Net increase (decrease) in net assets resulting from operations		1,889			2,003		2,889		(5,759	) ⁽¹⁾
Net increase (decrease) in net assets resulting from operations per common share
Basic	$	0.11		$	0.11	$	0.16		($0.33	)
Diluted		0.11			0.11		0.16		(0.33	)

2008 Quarter Ended
Investment income	$	14,444		$	12,730	$	11,743	$	13,367
Net investment income (loss) after income taxes		3,397			3,825		3,425		4,443
Net increase in net assets resulting from operations		3,921			4,377		4,118		2,832
Net increase in net assets resulting from operations per common share
Basic	$	0.22		$	0.25	$	0.23	$	0.16
Diluted		0.22			0.25		0.23		0.16

2007 Quarter Ended
Investment income	$	10,439		$	13,157	$	13,555	$	14,242
Net investment income (loss) after income taxes		(395	)		1,618		1,555		2,520
Net increase in net assets resulting from operations		3,780			4,272		3,602		3,782
Net increase in net assets resulting from operations per common share
Basic	$	0.22		$	0.24	$	0.21	$	0.22
Diluted		0.21			0.24		0.20		0.21

(1)	Includes $9,342 of charges associated with writing off the Company’s investments in the SPAC’s.

F-22

(7) RECENTLY ISSUED ACCOUNTING STANDARDS

In January 2010, the FASB issued Accounting Standards Update 2010-02, “Consolidation (Topic 810), Accounting and Reporting for Decreases in Ownership of a Subsidiary - a Scope Clarification”(FASB ASU 2010-02). FASB ASU 2010-02 amends Subtopic 810-10, Consolidation - Overall, and related guidance within US GAAP to clarify that the scope of the decrease in ownership provisions of the Subtopic and related guidance applies to a subsidiary or group of assets that is a business activity, a subsidiary that is a business activity that is transferred to an equity method investee or joint venture, and an exchange of a group of assets that constitutes a business activity for a noncontrolling interest in an entity. FASB ASU 2010-02 also clarifies certain situations which do not constitute a decrease in ownership as it relates to Subtopic 810-10. FASB ASU 2010-02 is effective for reporting periods ending on or after December 15, 2009. The Company has adopted the provisions of ASU 2010-02 and the adoption has not had an impact on its financial condition or results of operations.

F-23

In April 2009, the FASB issued an update to ASC Topic 805, “Business Combinations.” The update amends and clarifies ASC Topic 805 to address application issues raised by preparers, auditors, and members of the legal profession on initial recognition and measurement, subsequent measurement and accounting, and disclosure of assets and liabilities arising from contingencies in a business combination. The update is effective for assets and liabilities arising from contingencies in business combinations for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after December 15, 2008. The Company has adopted this update which has not had a material impact on its financial condition or results of operations.

(8) SEGMENT REPORTING

We have one business segment, our lending and investing operations. This segment originates and services medallion, secured commercial, and consumer loans, and invests in both marketable and nonmarketable securities.

(9) COMMITMENTS AND CONTINGENCIES

(a) 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 new five-year terms 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 (see note 3). As part of Medallion Bank’s participation in the CPP, certain restrictions have been imposed on the compensation of the Company’s senior executive officers that are expected to apply for as long as Medallion Bank continues its participation in the CPP. These restrictions prohibit any payment for departure from a CPP participant or change of control event of a CPP participant, other than a payment for services performed or benefits accrued, to the Company’s senior executive officers and the next five most highly compensated employees.

Employment agreements expire at various dates through 2014. At December 31, 2009, minimum payments under employment agreements are as follows:


*(Dollars in thousands)*
2010	$	1,062
2011		617
2012		617
2013		617
2014		257
Thereafter		—

Total	$	3,170

(b) Other Commitments

The Company had portfolio commitments outstanding of $6,489,000 at December 31, 2009. Generally, commitments are on the same terms as loans to or investments in existing borrowers or investees, and generally have fixed expiration dates. 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 $38,583,000 of undisbursed funds relating to revolving credit facilities with borrowers. These amounts may be drawn upon at the customer’s request if they meet certain credit requirements.

F-24

Commitments for leased premises expire at various dates through June 30, 2016. At December 31, 2009, minimum rental commitments for non-cancelable leases are as follows:


*(Dollars in thousands)*
2010	$	1,215
2011		1,187
2012		1,067
2013		906
2014		906
Thereafter		1,360

Total	$	6,641

Occupancy expense was $1,275,000, $1,271,000, and $1,353,000 for the years ended December 31, 2009, 2008, and 2007.

F-25

(c) 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 on the financial condition or results of operations of the Company.

(10) RELATED PARTY TRANSACTIONS

Certain directors, officers, and shareholders of the Company are also directors and officers of its wholly-owned subsidiaries, MFC, MCI, FSVC, and Medallion Bank, as well as of certain portfolio investment companies. Officer salaries are set by the Board of Directors of the Company, subject to various regulatory constraints imposed by the TARP program (see note 3).

A member of the Board of Directors of the Company since 1996 is also of counsel in the Company’s primary law firm. Amounts paid to the law firm were approximately $522,000, $404,000, and $837,000 in 2009, 2008, and 2007.

During 2009, 2008, and 2007 we serviced $229,810,000, $204,055,000 and $163,816,000 of loans for Medallion Bank. Included in net investment income were amounts as described below that were received from Medallion Bank for services rendered in originating and servicing loans, and also for reimbursement of certain expenses incurred on their behalf:


	Year ended December 31,
*(Dollars in thousands)*	2009		2008		2007
Servicing fees	$	1,805	$	1,492	$	1,395
Loan origination fees		849		804		452
Reimbursement of operating expenses		215		192		173
Interest income		2		5		7

Total other income	$	2,871	$	2,493	$	2,027

SPAC

Included in investments in controlled subsidiaries is $6,961,000 of investments in and loans to a special purpose acquisition company, Sports Properties Acquisition Corp. (the SPAC), 18%-owned by the Company, which consummated its initial public offering (IPO) in January 2008. Immediately prior to the IPO, the Company purchased warrants for $5,900,000 from the SPAC in a private placement which would have allowed it to acquire 5,900,000 additional shares of common stock in the future under various conditions and restrictions. The SPAC was unable to consummate an approved business combination within 24 months of the IPO, as a result, the Company’s entire investment in the SPAC became worthless in January 2010, and was therefore fully reserved for with a $6,961,000 charge to unrealized depreciation during the year ended December 31, 2009. All of the assets of the SPAC will be used to repay the public stockholders.

The Company had entered into a consulting agreement with ProEminent Sports, whose principal acted as a consultant to the Company for sports related investments and, included within the scope of his duties, also provided services to the SPAC, including serving as its Chief Executive Officer, and assisting generally with the SPAC’s offering and business combination. The Company had paid ProEminent Sports a monthly fee of $20,000, which during 2009 was reduced to $10,000, and then $0. The Company had previously entered into a consulting agreement with GamePlan, LLC which was terminated as of June 1, 2008, when the SPAC entered into its own consulting agreement with GamePlan, LLC. The Company had paid GamePlan, LLC a monthly fee of $10,000.

The Company had agreed to indemnify the SPAC in the event of the SPAC’s liquidation for all claims of any vendors, service providers, or other entities that are owed money by the SPAC for services rendered or contracted for, or for products sold to the SPAC, including claims of any prospective acquisition targets. At December 31, 2009, the SPAC’s liabilities exceeded its cash on hand by $1,581,000. The SPAC intends to negotiate these liabilities downwards, seeking forbearance from those associated with a failed deal. However, since the result of such negotiations cannot be anticipated, the Company has accrued $1,582,000 to cover the SPAC’s shortfall.

F-26

Certain of the Company’s officers and directors also served as officers and directors of the SPAC, and in that role entered into agreements with the SPAC and its underwriter(s) to present to the SPAC, prior to presentation to any other person or entity, opportunities to acquire entities, until the earlier of the SPAC’s consummation of a business combination, the SPAC’s liquidation, or until such time as they cease to be an officer or director of the SPAC. The Company entered into a similar agreement.

SPAC 2

Included in deferred costs in other assets is $759,000 of investments in and loans to a special purpose acquisition company, National Security Solutions, Inc. (SPAC 2), 74%-owned by the Company, which is currently in organization prior to registration with the SEC to register units for sale in an initial public offering. As a result of the market conditions which led to the failure of the SPAC, it was determined to cease activities related to SPAC 2, and as a result, the investment was fully reserved for with a $759,000 charge to unrealized depreciation during the year ended December 31, 2009. In addition, the Company has accrued $40,000 to fully cover any shortfall in SPAC 2’s ability to cover any residual expenses.

(11) SHAREHOLDERS’ EQUITY

In November 2003, the Company announced a stock repurchase program which authorized the repurchase of up to $10,000,000 of common stock during the following six months, with an option for the Board of Directors to extend the time frame for completing the purchases, which expires in May 2010. In November 2004, the repurchase program was increased by an additional $10,000,000. As of December 31, 2009, 1,394,124 shares were repurchased for $12,681,000.

(12) NONINTEREST INCOME AND OTHER OPERATING EXPENSES

The major components of noninterest income were as follows.


	Year ended December 31,
*(Dollars in thousands)*	2009		2008		2007
Servicing fees	$	2,181	$	1,798	$	1,436
Prepayment penalties		662		1,343		460
Late charges		277		294		277
Other		263		402		271

Total noninterest income	$	3,383	$	3,837	$	2,444

The increases in servicing fees primarily reflected the fees earned on the larger serviced Medallion Bank portfolio. Included in prepayment penalties in 2008 was $718,000 related to the early payoff of several large loans. Included in other noninterest income was $90,000 and $86,000 of management fees from the SPAC in 2009 and 2008, and 2008 also included the receipt of an investment partnership income distribution.

The major components of other operating expenses were as follows.


	Year ended December 31,
*(Dollars in thousands)*	2009		2008		2007
Loan collection and other investment costs	$	1,810	$	139	$	254
Travel, meals, and entertainment		1,135		620		548
Directors fees		579		471		345
Miscellaneous taxes		371		546		436
Office expense		365		429		535
Depreciation and amortization		258		387		457
Telephone		242		225		205
Insurance		237		232		308
Other expenses		915		705		599

Total other operating expenses	$	5,912	$	3,754	$	3,687

F-27

Loan collection and other investment costs increased primarily reflecting $1,622,000 of costs related to the winding up of operations of the SPAC’s. Travel, meals, and entertainment increased due to an increase in investment development activities in 2009. Director Fees increased due to higher directors’ meeting expenses and a greater frequency of meetings. Miscellaneous taxes were higher in 2008 due to higher franchise and excise taxes related to the disposition of foreclosed property. Office expense decreased due to lower office repairs and maintenance expenses in 2009, and improved cost cutting measures. Depreciation and amortization expense decreased as more assets became fully depreciated. Other expenses increased primarily due to higher computer expense, printing and stationary expense, and investment and referral expenses.

(13) SELECTED FINANCIAL RATIOS AND OTHER DATA

The following table provides selected financial ratios and other data:


	Year ended December 31,
*(Dollars in thousands, except per share data)*	2009			2008			2007			2006			2005
Net share data
Net asset value at the beginning of the year	$	9.97		$	9.86		$	9.73		$	9.69		$	9.83
Net investment income		0.46			0.85			0.30			0.18			0.26
Income tax (provision) benefit		0.00			0.00			0.00			0.00			0.00
Net realized gains (losses) on investments		(0.23	)		(0.21	)		0.80			0.17			0.21
Net change in unrealized appreciation (depreciation) on investments		(0.17	)		0.22			(0.23	)		0.39			(0.08	)

Net increase in net assets resulting from operations		0.06			0.86			0.87			0.74			0.39
Issuance of common stock		—			—			(0.01	)		(0.04	)		(0.06	)
Repurchase of common stock		—			—			0.01			—			0.03
Distribution of net investment income		(0.76	)		(0.76	)		(0.45	)		(0.44	)		(0.29	)
Distribution of net realized gains on investments		—			—			(0.31	)		(0.22	)		(0.21	)
Other		—			0.01			0.02			—			—

Total increase (decrease) in net asset value		(0.70	)		0.11			0.13			0.04			(0.14	)

Net asset value at the end of the year ⁽¹⁾	$	9.27		$	9.97		$	9.86		$	9.73		$	9.69

Per share market value at beginning of year	$	7.63		$	10.02		$	12.37		$	11.26		$	9.70
Per share market value at end of year		8.17			7.63			10.02			12.37			11.26
Total return ⁽²⁾		18	%		(16	%)		(13	%)		16	%		21	%

Ratios/supplemental data
Average net assets	$	172,558		$	174,082		$	171,503		$	167,528		$	167,909
Total expense ratio ^{(3) (4)}		21	%		24	%		28	%		23	%		21	%
Operating expenses to average net assets ⁽⁴⁾		11.43			9.95			10.40			8.91			10.11
Net investment income after taxes to average net assets		4.74			8.67			3.09			1.89			2.73

(1)	Includes $0.29, $0.08, $0.16, $0.08, and $0.12 of undistributed net investment income per share as of December 31, 2009, 2008, 2007, 2006, and 2005, and $0.00 of undistributed net realized gains per share for all years presented.

(2)	Total return is calculated by dividing the change in market value of a share of common stock during the year, assuming the reinvestment of dividends on the payment date, by the per share market value at the beginning of the year.

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

(4)	Includes $1,622 of charges in 2009 related to winding up the operations of the SPAC’s. Excluding these charges, the total expense ratio was 20% and the operating expense ratio was 10.49%.

(14) EMPLOYEE BENEFIT PLANS

The Company has a 401(k) Investment Plan (the 401(k) Plan) which covers all full-time and part-time employees of the Company who have attained the age of 21 and have a minimum of one year of service, including the employees of Medallion Bank. 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 employee’s contributions may not exceed certain maximum amounts determined under the Internal Revenue Code. Employee contributions are invested in various mutual funds according to the directions of the employee. The Company matches 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. The Company’s 401(k) plan expense, which including amounts for the employees of Medallion Bank, was approximately $111,000, $82,000, and $98,000 for the years ended December 31, 2009, 2008, and 2007.

F-28

(15) FAIR VALUE OF FINANCIAL INSTRUMENTS

FASB ASC Topic 825, “Financial Instruments,” requires disclosure of fair value information about certain financial instruments, whether assets, liabilities, or off-balance-sheet commitments, if practicable. The following methods and assumptions were used to estimate the fair value of each class of financial instrument. Fair value estimates that were derived from broker quotes cannot be substantiated by comparison to independent markets and, in many cases, could not be realized in immediate settlement of the instrument.

(a) Investments - The Company’s investments are recorded at the estimated fair value of such investments.

(b) Floating rate borrowings - Due to the short-term nature of these instruments, the carrying amount approximates fair value.

(c) Commitments to extend credit - The fair value of commitments to extend credit is estimated using the fees currently charged to enter into similar agreements, taking into account the remaining terms of the agreements and present creditworthiness of the counter parties. For fixed rate loan commitments, fair value also includes a consideration of the difference between the current levels of interest rates and the committed rates. At December 31, 2009 and 2008, the estimated fair value of these off-balance-sheet instruments was not material.

(d) Fixed rate borrowings - The fair value of the debentures payable to the SBA is estimated based on current market interest rates for similar debt.


	December 31, 2009				December 31, 2008
*(Dollars in thousands)*	Carrying Amount		Fair Value		Carrying Amount		Fair Value
Financial Assets
Investments	$	475,133	$	475,133	$	570,597	$	570,597
Cash		33,401		33,401		32,075		32,075
Accrued interest receivable		1,661		1,661		2,149		2,149
Financial Liabilities
Funds borrowed		382,522		382,522		462,650		462,650
Accrued interest payable		2,207		2,207		2,015		2,015

(16) FAIR VALUE OF ASSETS AND LIABILITIES

The Company follows the provisions of FASB ASC Topic 820, which defines fair value, establishes a framework for measuring fair value, establishes a fair value hierarchy based on the quality of inputs used to measure fair value, and enhances disclosure requirements for fair value measurements. The Company accounts for substantially all of its financial instruments at fair value or considers fair value in its measurement, in accordance with the accounting guidance for investment companies. See Note 2 sections “Fair Value of Assets and Liabilities” and “Investment Valuation” for a description of our valuation methodology which is unchanged during 2009.

In accordance with FASB ASC Topic 820, the Company has categorized its financial instruments, based on the priority of the inputs to the valuation technique, into a three-level fair value hierarchy. The fair value hierarchy gives the highest priority to quoted prices in active markets for identical assets or liabilities (level 1) and the lowest priority to unobservable inputs (level 3).

As required by FASB ASC Topic 820, when the inputs used to measure fair value fall within different levels of the hierarchy, the level within which the fair value measurement is categorized is based on the lowest level input that is significant to the fair value measurement in its entirety. For example, a level 3 fair value measurement may include inputs that are observable (level 1 and 2) and unobservable (level 3). Therefore gains and losses for such assets and liabilities categorized within the level 3 table below may include changes in fair value that are attributable to both observable inputs (level 1 and 2) and unobservable inputs (level 3).

F-29

Financial assets and liabilities recorded on the consolidated balance sheets are categorized based on the inputs to the valuation techniques as follows:

Level 1. Financial assets and liabilities whose values are based on unadjusted quoted prices for identical assets or liabilities in an active market that the Company has the ability to access (examples include active exchange-traded equity securities, exchanged-traded derivatives, most US Government and agency securities, and certain other sovereign government obligations).

Level 2. Financial assets and liabilities whose values are based on quoted prices in markets that are not active or model inputs that are observable either directly or indirectly for substantially the full term of the asset or liability. Level 2 inputs include the following:

Quoted prices for similar assets or liabilities in active markets (for example, restricted stock);

Quoted price for identical or similar assets or liabilities in non-active markets (for example, corporate and municipal bonds, which trade infrequently);

Pricing models whose inputs are observable for substantially the full term of the asset or liability (examples include most over-the-counter derivatives, including interest rate and currency swaps); and

Pricing models whose inputs are derived principally from or corroborated by observable market data through correlation or other means for substantially the full term of the asset or liability (examples include certain residential and commercial mortgage-related assets, including loans, securities and derivatives).

Level 3. Financial assets and liabilities whose values are based on prices or valuation techniques that require inputs that are both unobservable and significant to the overall fair value measurement. These inputs reflect management’s own assumptions about the assumptions a market participant would use in pricing the assets or liability (examples include certain private equity investments, certain residential and commercial mortgage-related assets (including loans, securities, and derivatives), and long-dated or complex derivatives including certain equity derivatives and long-dated options on gas and power).

A review of fair value hierarchy classification is conducted on a quarterly basis. Changes in the observability of valuation inputs may result in a reclassification for certain financial assets or liabilities. Reclassifications impacting level 3 of the fair value hierarchy are reported as transfers in/out of the level 3 category as of the beginning of the quarter in which the reclassifications occur.

The following tables present Medallion’s fair value hierarchy for those assets and liabilities measured at fair value on a recurring basis as of December 31, 2009 and 2008.


*2009 (Dollars in thousands)*	Level 1		Level 2		Level 3		Total
Assets
Medallion loans	$	—	$	—	$	321,915	$	321,915
Commercial loans		—		—		77,922		77,922
Investment in Medallion Bank and other controlled subsidiaries		543		—		71,736		72,279
Equity investments		248		—		2,769		3,017
Other assets		—		33,822		—		33,822


*2008 (Dollars in thousands)*	Level 1		Level 2		Level 3		Total
Assets
Medallion loans	$	—	$	—	$	402,964	$	402,964
Commercial loans		—		—		89,611		89,611
Investment in Medallion Bank and other controlled subsidiaries		—		3,650		71,100		74,750
Equity investments		246		—		3,026		3,272
Other assets		—		29,728		759		30,487

Included in level 3 investments in other controlled subsidiaries is the investment in Medallion Bank, the SPAC, and an investment in a start-up business engaged in media-buying consulting. Included in level 3 equity investments are unregistered shares of common stock in a publicly-held company, as well as certain private equity positions in non-marketable securities. Included in level 3 other assets is the investment in SPAC 2, which had been fully reserved.

F-30

The following tables provide a summary of changes in fair value of Medallion’s level 3 financial assets and liabilities for the year ended December 31, 2009 and 2008.


*(Dollars in thousands)*	December 31, 2008	Total Realized and Unrealized Gains (Losses) Included in Income		Purchases, Issuances, and Settlements		Transfers In (Out)		December 31, 2009	Amounts Related to Held Assets ⁽²⁾
Assets
Medallion loans	$402,964	($3	)	($81,046	)	$—		$321,915	$—
Commercial loans	89,611	(3,253	)	(7,929	)	(507	)	77,922	(3,505	)
Investment in Medallion Bank and other controlled subsidiaries	71,100	(5,526	)	2,512		3,650	⁽¹⁾	71,736	(5,666	)
Equity investments	3,026	(816	)	559		—		2,769	(816	)
Other assets	759	(1,266	)	—		507		—	(759	)

(1)	Reflects the transfer of the investment in Medallion Hampton’s Holdings from level 2 to level 3 as of December 31, 2009.

(2)	Total realized and unrealized gains (losses) included in income for the year which relate to assets held as of December 31, 2009


*(Dollars in thousands)*	December 31, 2007	Total Realized and Unrealized Gains (Losses) Included in Income		Purchases, Issuances and Settlements		Transfers In (Out)⁽¹⁾		December 31, 2008	Amounts Related to Held Assets ⁽²⁾
Assets
Medallion loans	$498,883	$15		($95,934	)	$—		$402,964	$—
Commercial loans	91,782	(3,613	)	1,442		—		89,611	(3,138	)
Investment in Medallion Bank and other controlled subsidiaries	53,871	(2,231	)	18,818		642		71,100	(2,231	)
Equity investments	4,530	(1,574	)	70		—		3,026	(1,994	)
Other assets	1,146	—		255		(642	)	759	—

(1)	The SPAC was reclassified during 2008 from other assets to investment in controlled subsidiaries upon consummation of the initial public offering of the SPAC’s common stock.

(2)	Total realized and unrealized gains (losses) included in income for the year which relate to assets held as of December 31, 2008.

(17) SUBSEQUENT EVENTS

We have evaluated subsequent events that have occurred through March 12, 2010, the date of financial statement issuance.

On February 9, 2010, the Company’s board of directors declared a $0.15 per share common stock dividend, payable on March 22, 2010 to shareholders of record on March 15, 2010.

On January 7, 2010, the Citibank line of credit commitment was reduced to $20,000,000, and it was further reduced to $10,000,000 on January 27, 2010 and $5,000,000 on March 4, 2010; and was paid in full on March 10, 2010.

F-31

Medallion Financial Corp.

Consolidated Schedule of Investments

December 31, 2009


*(Dollars in thousands)*	Industry	State	Security Type	% Held	# of Invest.	% of Total		Interest Rate⁽¹⁾		Investment Balances
Medallion loans
New York					741	51	%	5.90	%	$	244,082
Chicago					119	5		6.91			25,868
Newark					148	5		7.98			21,790
Boston					87	5		7.14			21,383
Cambridge					17	1		7.10			3,025
Other					22	1		7.14			5,435

Total					1, 134	68	%	6.23	%		321,583
Deferred loan acquisition costs											332
Unrealized depreciation on loans											—

Medallion loans, net										$	321,915

Commercial loans
Secured mezzanine (20% Minnesota, 11% Oklahoma, 11% Wisconsin, 11% Florida, 8% California, 7% Indiana, 7% Texas, and 25% all other states)
Manufacturing					17	7	%	14.68	%	$	33,918
Administrative and support services					6	2		17.32			9,316
Wholesale trade					3	2		13.54			8,750
Accommodation and food services					3	1		10.02			3,308
Professional, scientific, and technical services					1	*		19.00			2,436
Health care and social assistance					1	*		7.00			1,703
Information					2	*		17.63			1,527
Retail trade					1	*		10.00			876

Total					34	12	%	14.63		$	61,834
Asset-based (77% New York, 17% New Jersey, and 6% all other states)
Wholesale trade					10	1	%	5.17	%	$	4,185
Transportation and warehousing					5	*		6.70			1,662
Retail trade					6	*		5.64			700
Manufacturing					6	*		6.42			679
Finance and insurance					6	*		6.15			676
Administrative and support services					2	*		5.74			405
Health care and social assistance					1	*		5.50			377
Construction					3	*		6.47			307

Total					39	2	%	5. 74		$	8,991
Other secured commercial (88% New York, 10% New Jersey, and 2% Illinois)
Accommodation and food services					8	1	%	6.29	%	$	4,781
Retail trade					18	1		10.44			3,920
Other services (except public administration)					7	*		7.38			1,131
Transportation and warehousing					69	*		6.79			903
Real estate and rental and leasing					4	*		7.27			525
Arts, entertainment, and recreation					2	*		8.50			446

Total					108	2	%	7.95		$	11,706
Total					181	16	%	12.71	%	$	82,531
Deferred loan acquisition income											(373	)
Unrealized depreciation on loans											(4,236	)

Commercial loans, net										$	77,922

(1)	Represents the weighted average interest rate of the respective portfolio as of the date indicated.

F-32

Medallion Financial Corp.

Consolidated Schedule of Investments

December 31, 2009


*(Dollars in thousands)*	Industry	State	Security Type	% Held		# of Invest.	% of Total		Interest Rate⁽¹⁾		Investment Balances
Investment in Medallion Bank and other controlled subsidiaries
Medallion Bank** Salt Lake City, Utah	Commercial banking	Utah	Common stock	100	%	1	14	%	5.88	%	$	68,000
Medallion Hamptons Holding LLC 437 Madison Avenue New York, NY 10022	Real Estate	NY	Membership Interests	100	%	1	*		0.00			2,057
Sports Properties Acquisition Corp 437 Madison Avenue New York, NY 10022	Special Purpose Acquisition Company	NY	Common Stock	18	%	1	1		0.00			543
Generation Outdoor, Inc. 437 Madison Avenue New York, NY 10022	Advertising	NY	Common stock	100	%	1	*		0.00			86

Total						4	15	%	5.53	%	$	70,686
Unrealized appreciation on investments in Medallion Bank and other controlled subsidiaries												1,593

Investment in Medallion Bank and other controlled subsidiaries, net											$	72,279

Equity investments
Restaurant Technologies 940 Apollo Rd. Suite 110 Eagan, MN 55121	Restaurant Service Provider		Common Stock	*		1	*	%	0.00	%	$	990
Tulsa Power, Inc. 913 North Wheeling Ave Tulsa, OK 74110	Machinery Manufacturer		Common Stock	2	%	1	*		0.00			318
PMC Commercial Trust ** 17950 Preston Road, Suite 600 Dallas, TX 75252	Real Estate Investment Trust		Common Stock	*		1	*		9.39			901
Convergent Capital, Ltd 505 N. Highway 169 Minneapolis MN 35441	Commercial Finance		Limited Partnership Interest	7	%	1	*		0.00			880
On Top 2435 North Central Expressway Richardson, TX 75080	Radio Station Broadcasting		Ownership Shares	12	%	1	*		0.00			200
Micromedics, Inc. 1270 Eagan Industrial Road St. Paul, MN 55121-1385	Medical Device Manufacturer		Common Stock	*		1	*		0.00			59
Star Concessions, Ltd. 8008 Cedar Springs Road, Terminal Building LB Dallas, TX 75235	Airport Food and Retail		Limited Partnership Interest	45	%	1	*		0.00			40
Metlife	Insurance		Common Stock	*		1	*		2.09			5
Appliance Recycling Centers of America, Inc.** 7400 Excelsior Boulevard Minneapolis, MN 55426-4516	Appliance Recycler		Common Stock	*		1	*		0.00			—

Total						9	1	%	2.50	%	$	3,393
Unrealized appreciation on equities												(376	)

Equity investments, net											$	3,017

Investment securities

Total						—	—	%	—	%	$	—
Unrealized appreciation on investment securities												—
Investment securities, net											$	—

Total investments at cost						1,328	100	%	7.22	%	$	478,193

Deferred loan acquisition income												(41	)
Unrealized appreciation on investments in Medallion Bank and other controlled subsidiaries												1,593
Unrealized depreciation on equities												(376	)
Unrealized depreciation on loans												(4,236	)

Net Investments ($261,332 pledged as collateral under borrowing arrangements)											$	475,133

*	Less than 1.0%

**	Not an eligible portfolio company as such term is defined in Section 2(a)(46) of the 1940 Act.

(1)	Represents the weighted average interest rate of the respective portfolio as of the date indicated.

F-33

Medallion Financial Corp.

Consolidated Schedule of Investments

December 31, 2008


*(Dollars in thousands)*	Industry	State	Security Type	% Held	# of Invest.	% of Total		Interest Rate⁽¹⁾		Investment Balances
Medallion loans
New York					1,027	53	%	6.04	%	$	304,306
Boston					152	5		7.54			31,283
Chicago					186	5		7.15			28,172
Newark					180	5		8.17			27,809
Cambridge					25	1		7.59			4,387
Other					27	1		7.40			6,584

Total					1,597	70	%	6.42	%		402,541
Deferred loan acquisition costs											423
Unrealized depreciation on loans											—

Medallion loans, net										$	402,964

Commercial loans
Secured mezzanine (14% Minnesota, 11% Wisconsin, 10% Florida, 10% Oklahoma, 9% Indiana, 9% California, 8% Texas, 8% Michigan, and 21% all other states)
Manufacturing					20	6	%	13.97	%	$	34,551
Administrative and support services					5	2		17.12			9,861
Wholesale trade					3	2		13.59			9,752
Accommodation and food services					4	1		11.00			4,492
Professional, scientific, and technical services					1	1		19.00			2,508
Health care and social assistance					1	*		7.00			1,847
Information					2	*		17.63			1,588
Retail trade					1	*		10.88			876

Total					37	12	%	14.23		$	65,475
Asset-based (69% New York, 23% New Jersey, and 8% all other states)
Wholesale trade					10	1	%	4.79	%	$	5,419
Transportation and warehousing					5	1		5.63			2,065
Retail trade					6	*		5.01			1,888
Manufacturing					10	*		6.30			1,334
Construction					3	*		5.36			986
Finance and insurance					6	*		6.27			761
Administrative and support services					3	*		5.55			462
Arts, entertainment, and recreation					1	*		5.75			331
Health care and social assistance					1	*		5.50			210
Real estate and rental and leasing					1	*		5.50			96

Total					46	2	%	5.29		$	13,552
Other secured commercial (91% New York, 7% New Jersey, and 2% Illinois)
Accommodation and food services					11	1	%	6.87	%	$	5,321
Retail trade					17	1		11.15			4,374
Transportation and warehousing					168	1		7.09			3,323
Other services (except public administration)					10	*		8.93			1,427
Real estate and rental and leasing					5	*		7.20			1,001
Arts, entertainment, and recreation					2	*		8.57			424

Total					213	3	%	8.34		$	15,870
Total					296	17	%	11.97	%	$	94,897
Deferred loan acquisition costs											(171	)
Unrealized depreciation on loans											(5,115	)

Commercial loans, net										$	89,611

(1)	Represents the weighted average interest rate of the respective portfolio as of the date indicated.

F-34

Medallion Financial Corp.

Consolidated Schedule of Investments

December 31, 2008


*(Dollars in thousands)*	Industry	State	Security Type	% Held		# of Invest.	% of Total		Interest Rate⁽¹⁾		Investment Balances
Investment in Medallion Bank and other controlled subsidiaries
Medallion Bank** Salt Lake City, Utah	Commercial banking	Utah	Common stock	100	%	1	11	%	9.37	%	$	64,003
Sports Properties Acquisition Corp 437 Madison Avenue New York, NY 10022	Special Purpose Acquisition Company	NY	Common Stock	18	%	1	1		0.00			6,567
Medallion Hamptons Holding LLC 437 Madison Avenue New York, NY 10022	Real Estate	NY	Membership Interests	100	%	1	*		0.00			1,917
Generation Outdoor, Inc. 437 Madison Avenue New York, NY 10022	Advertising	NY	Common stock	100	%	1	*		0.00			530

Total						4	13	%	8.22	%	$	73,017
Unrealized appreciation on investments in Medallion Bank and other controlled subsidiaries												1,733

Investment in Medallion Bank and other controlled subsidiaries, net											$	74,750

Equity investments
Restaurant Technologies 940 Apollo Rd. Suite 110 Eagan, MN 55121	Restaurant Service Provider		Common Stock	*		1	*	%	0.00	%	$	990
PMC Commercial Trust ** 17950 Preston Road, Suite 600 Dallas, TX 75252	Real Estate Investment Trust		Common Stock	*		1	*		13.62			901
Convergent Capital, Ltd 505 N. Highway 169 Minneapolis MN 35441	Commercial Finance		Limited Partnership Interest	7	%	1	*		0.00			640
On Top 2435 North Central Expressway Richardson, TX 75080	Radio Station Broadcasting		Ownership Shares	12	%	1	*		0.00			200
Micromedics, Inc. 1270 Eagan Industrial Road St. Paul, MN 55121-1385	Medical Device Manufacturer		Common Stock	*		1	*		0.00			59
Star Concessions, Ltd. 8008 Cedar Springs Road, Terminal Building LB Dallas, TX 75235	Airport Food and Retail		Limited Partnership Interest	45	%	1	*		0.00			40
Metlife	Insurance		Common Stock	*		1	*		2.12			5
Appliance Recycling Centers of America, Inc.** 7400 Excelsior Boulevard Minneapolis, MN 55426-4516	Appliance Recycler		Common Stock	*		1	*		0.00			—

Total						8	*	%	4.33	%	$	2,835
Unrealized appreciation on equities												437

Equity investments, net											$	3,272

Investment securities

Total						—	—	%	—	%	$	—
Unrealized appreciation on investment securities												—
Investment securities, net											$	—

Total investments at cost						1,905	100	%	7.56	%	$	573,290

Deferred loan acquisition costs												252
Unrealized appreciation on investments in Medallion Bank and other controlled subsidiaries												1,733
Unrealized appreciation on equities												437
Unrealized depreciation on loans												(5,115	)

Net Investments ($458,102 pledged as collateral under borrowing arrangements)											$	570,597

*	Less than 1.0%

**	Not an eligible portfolio company as such term is defined in Section 2(a)(46) of the 1940 Act.

(1)	Represents the weighted average interest rate of the respective portfolio as of the date indicated.

F-35

Medallion Bank

(A wholly owned subsidiary of Medallion Financial Corp.)

Financial Statements for the years ended December 31, 2009, 2008, and, 2007

F-36

Report of Independent Registered Public Accounting Firm

To the Board of Directors and Shareholder of Medallion Bank

We have audited the accompanying balance sheets of Medallion Bank (the “Bank”) (a wholly owned subsidiary of Medallion Financial Corp.) as of December 31, 2009 and 2008, and the related statements of operations and other comprehensive income (loss), changes in shareholder’s equity, and cash flows for each of the three years in the three-year period ended December 31, 2009. These financial statements are the responsibility of the Bank’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the Bank as of December 31, 2009 and 2008, and the results of its operations and its cash flows for each of the three years in the three-year period ended December 31, 2009, in conformity with US generally accepted accounting principles.

Weiser LLP

New York, New York

March 12, 2010

F-37

Medallion Bank

Statements of Operations and Other Comprehensive Income (Loss)

For the years ended December 31,


	2009		2008			2007
Interest income
Investments	$	843,811	$	1,365,464		$	1,654,465
Loan interest including fees		43,837,041		39,938,001			34,884,562

Total interest income		44,680,852		41,303,465			36,539,027
Interest expense		11,045,599		14,933,771			13,803,604

Net interest income		33,635,253		26,369,694			22,735,423
Provision for loan losses		14,770,611		11,300,146			5,177,823

Net interest income after provision for loan losses		18,864,642		15,069,548			17,557,600
Noninterest income		429,192		538,514			361,739
Gain (loss) on sale of assets		692,209		(88,794	)		55,423
Noninterest expense
Loan servicing		3,540,161		3,140,221			2,675,358
Collection costs		1,661,197		1,050,886			848,727
Salaries and benefits		2,477,571		2,276,077			2,174,839
Regulatory fees		709,944		408,248			137,059
Professional fees		472,183		356,579			367,132
Occupancy and equipment		202,753		201,214			177,367
Credit reports		146,214		199,321			160,909
Other		647,963		921,773			648,490

Total noninterest expense		9,857,986		8,554,319			7,189,881

Income before income taxes		10,128,057		6,964,949			10,784,881
Provision for income taxes		3,659,200		2,775,621			4,058,745

Net income		6,468,857		4,189,328			6,726,136
Other comprehensive income (loss), net of tax		97,327		(64,096	)		269,518

Total comprehensive income	$	6,566,184	$	4,125,232		$	6,995,654

The accompanying notes are an integral part of these financial statements.

F-38

Medallion Bank

Balance Sheets

December 31,


	2009			2008
Assets
Cash and cash equivalents, substantially all of which are federal funds sold	$	13,340,004		$	9,400,755
Investment securities, available-for-sale		21,060,613			20,088,254
Loans, inclusive of deferred loan acquisition costs		432,406,130			406,910,964
Allowance for loan losses		(13,553,258	)		(10,807,817	)

Loans, net		418,852,872			396,103,147
Repossessed loan collateral		1,561,008			2,425,106
Fixed assets, net		138,418			206,393
Deferred and other tax assets		3,272,806			1,649,512
Accrued interest receivable and other assets		6,962,481			5,520,841

Total assets	$	465,188,202		$	435,394,008

Liabilities and shareholder’s equity
Liabilities
Time deposits, including accrued interest payable of $1,508,401 in 2009 and $3,655,540 in 2008	$	373,227,527		$	370,063,540
Subordinated debt and related party deposit		130,257			205,553
Other liabilities		2,362,364			1,120,846
Due to affiliates		600,120			129,517
Taxes payable		—			106,199

Total liabilities		376,320,268			371,625,655

Commitments and contingencies		—			—
Shareholder’s equity
Preferred stock, $0.01 par value, 22,143 shares authorized, 22,143 issued and outstanding		21,498,000			—
Common stock, $1 par value, 1,000,000 shares authorized, 1,000,000 issued and outstanding		1,000,000			1,000,000
Additional paid in capital		51,500,000			49,750,000
Accumulated other comprehensive income (loss), net of tax		57,339			(39,988	)
Retained earnings		14,812,595			13,058,341

Total shareholder’s equity		88,867,934			63,768,353

Total liabilities and shareholder’s equity	$	465,188,202		$	435,394,008

The accompanying notes are an integral part of these financial statements.

F-39

Medallion Bank

Statements of Changes in Shareholder’s Equity

For the years ended December 31, 2009, 2008, and 2007


							Additional Paid in Capital		Accumulated Other Comprehensive Income (Loss)			Retained Earnings			Total Shareholder’s Equity
	Preferred Stock			Common Stock
	Shares Outstanding	Amount		Shares Outstanding	Amount
Balance at December 31, 2006	—	$	—	1,000,000	$	1,000,000	$	32,200,000		($245,410	)	$	13,892,877		$	46,847,467
Capital contributions	—		—	—		—		6,800,000		—			—			6,800,000
Net income	—		—	—		—		—		—			6,726,136			6,726,136
Dividends paid to parent	—		—	—		—		—		—			(5,750,000	)		(5,750,000	)
Net change in unrealized gains on investment securities, net of tax	—		—	—		—		—		269,518			—			269,518

Balance at December 31, 2007	—		—	1,000,000		1,000,000		39,000,000		24,108			14,869,013			54,893,121
Capital contributions	—		—	—		—		10,750,000		—			—			10,750,000
Net income	—		—	—		—		—		—			4,189,328			4,189,328
Dividends paid to parent	—		—	—		—		—		—			(6,000,000	)		(6,000,000	)
Net change in unrealized losses on investment securities, net of tax	—		—	—		—		—		(64,096	)		—			(64,096	)

Balance at December 31, 2008			—	1,000,000		1,000,000		49,750,000		(39,988	)		13,058,341			63,768,353
Sale of preferred stock to US Treasury under TARP	22,143		21,498,000	—		—		—		—			—			21,498,000
Capital contributions	—		—	—		—		1,750,000		—			—			1,750,000
Net income	—		—	—		—		—		—			6,468,857			6,468,857
Dividends declared to parent	—		—	—		—		—		—			(4,000,000	)		(4,000,000	)
Dividends declared to US Treasury	—		—	—		—		—		—			(714,603	)		(714,603	)
Net change in unrealized gains on investment securities, net of tax	—		—	—		—		—		97,327			—			97,327

Balance at December 31, 2009	22,143	$	21,498,000	1,000,000	$	1,000,000	$	51,500,000	$	57,339		$	14,812,595		$	88,867,934

The accompanying notes are an integral part of these financial statements.

F-40

Medallion Bank

Statements of Cash Flows

For the years ended December 31,


	2009			2008			2007
Cash flows from operating activities
Net income from operations	$	6,468,857		$	4,189,328		$	6,726,136
Adjustments to reconcile net income to net cash flows provided by operating activities:
Depreciation and amortization		3,327,188			2,269,245			1,366,611
Provision for loan losses		14,770,611			11,300,146			5,177,823
Deferred and other tax assets		(1,681,690	)		(679,890	)		(1,449,586	)
Loss from disposal of premises and equipment		28,043			—			11,551
(Gain) loss from sale of repossessed inventory		(669,139	)		84,132			(58,298	)
Gain from sale of investments		(34,426	)		(91,624	)		(101,900	)
Changes in operating assets and liabilities:
Interest receivable		21,585			(488,116	)		(447,701	)
Other assets		(2,532,716	)		(397,208	)		44,855
Interest payable		(2,147,012	)		(61,783	)		489,783
Other liabilities		(12,199	)		(2,015,653	)		2,651,161
Taxes payable		(106,199	)		(792,726	)		918,333

Net cash provided by operating activities		17,432,903			13,315,851			15,328,768

Cash flows from investing activities
Increase in loans, net		(45,413,424	)		(99,249,706	)		(56,223,237	)
Purchase of investments		(7,308,237	)		(7,026,468	)		(6,166,975	)
Proceeds from sale of investments		3,095,541			—			—
Proceeds from maturity of investments		3,361,187			8,669,300			6,313,080
Proceeds from sale of repossessed inventory		7,310,441			3,242,090			2,474,311
(Purchase) disposal of premises and equipment		(32,582	)		—			5,000

Net cash used in investing activities		(38,987,074	)		(94,364,784	)		(53,597,821	)

Cash flows from financing activities
Issuance of time deposits		497,230,000			446,205,000			216,633,000
Payments made at maturity of time deposits		(491,919,000	)		(378,880,000	)		(175,806,000	)
Federal funds purchased		26,000,000			10,500,000			16,245,000
Payments made at maturity of federal funds purchased		(26,000,000	)		(10,500,000	)		(16,245,000	)
Issuance of Preferred Stock		21,498,000			—			—
Change in due to parent/affiliates		470,604			1,349,887			(1,282,065	)
Proceeds from capital contributions		1,750,000			10,750,000			6,800,000
Dividends paid to parent		(3,000,000	)		(6,000,000	)		(5,750,000	)
Dividends paid to US Treasury		(460,888	)		—			—
Repayment of subordinated debt		(75,296	)		—			—

Net cash provided by financing activities		25,493,420			73,424,887			40,594,935

Net change in cash and cash equivalents		3,939,249			(7,624,046	)		2,325,882
Cash and cash equivalents, beginning of the year		9,400,755			17,024,801			14,698,919

Cash and cash equivalents, end of the year	$	13,340,004		$	9,400,755		$	17,024,801

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Cash paid for interest	$	12,122,869		$	14,039,515		$	12,518,703
Cash paid for income taxes		5,390,000			3,400,625			4,590,000
Loans transferred to repossessed loan collateral		13,138,867			9,535,278			5,391,666

The accompanying notes are an integral part of these financial statements.

F-41

Medallion Bank

Notes to Financial Statements

For the year ended December 31, 2009

1.	Organization and summary of significant accounting policies

Description of business – Medallion Bank (the Bank) is a limited service industrial bank headquartered in Salt Lake City, Utah. The Bank was formed in May 2002 for the purpose of obtaining an industrial bank (IB) charter pursuant to the laws of the State of Utah. The Bank is a wholly owned subsidiary of Medallion Financial Corp. (Medallion). The Bank originates asset-based commercial loans and commercial loans to finance the purchase of taxi medallions (licenses), both of which are marketed and serviced by the Bank’s affiliates who have extensive prior experience in these asset groups. The Bank originates consumer loans on a national basis that are secured by marine, recreational vehicle, and trailer products to customers with prior credit blemishes. The Bank also originates unsecured consumer loans to finance hearing aids. The loans are financed with time certificates of deposits which are originated nationally through a variety of brokered deposit relationships.

Basis of presentation – The Bank’s financial statements are presented in accordance with accounting principles generally accepted in the US and prevailing industry practices, which require management to make estimates that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities. Estimates, by their nature, are based upon judgment and available information. Actual results could differ materially from those estimates.

Cash and cash equivalents – The Bank considers all highly liquid instruments with an original purchased maturity of three months or less to be cash equivalents. A non-interest bearing compensating balance of $100,000 is maintained at Zion’s Bank. Cash balances are generally held in accounts at large national or regional banking organizations in amounts that frequently exceed the federally insured limits.

Investment securities – FASB ASC Topic 320, “Investments – Debt and Equity Securities,” requires that all applicable investments be classified as trading securities, available-for-sale securities, or held-to-maturity securities. Investment securities are purchased from time-to-time in the open market at prices that are greater or lesser than the par value of the investment. The resulting premium or discount is deferred and recognized on a level yield basis as an adjustment to the yield of the related investment. At December 31, 2009 and 2008, the net premium on investment securities totaled $185,000 and $96,000, and $69,000, ($14,000) and $140,000 was (accreted) amortized to interest income for the year ended December 31, 2009, 2008 and 2007. The Bank had $21,061,000 and $20,088,000 of available-for-sale securities at fair value as of December 31, 2009 and 2008. The statement further requires that held-to-maturity securities be reported at amortized cost and available-for-sale securities be reported at fair value, with unrealized gains and losses excluded from earnings, at the date of the financial statements and reported in accumulated other comprehensive income (loss) as a separate component of shareholder’s equity, net of the effect of income taxes, until they are sold. The Bank had $92,000 of pretax net unrealized gains and $64,000 of pretax net unrealized losses on available-for-sale securities as of December 31, 2009 and 2008. At the time of sale, any gains or losses, calculated by the specific identification method, will be recognized as a component of operating results and any amounts previously included in shareholder’s equity, which were recorded net of the income tax effect, will be reversed.

Loans – Loans are reported at the principal amount outstanding, inclusive of deferred loan acquisition costs, which primarily includes deferred fees paid to loan originators, and which is amortized to interest income over the life of the loan.

Interest income is recognized on an accrual basis. Consumer loans are usually charged-off when they are 120 days contractually past due unless the loan is both well secured and in the process of collection or bankruptcy, or when, in the opinion of management, full collection of principal and interest is unlikely. Other loans are charged off when management determines that a loss has occurred. All interest accrued but not collected for loans that are charged off is reversed against interest income. For the recreational consumer loan portfolio, the process to repossess the collateral is started at 60 days past due. If the collateral is not located and the account reaches 120 days delinquent, the account is charged off. If the collateral is repossessed, a loss is recorded to write the loan down to its fair value less selling costs, and the collateral is sent to auction. When the collateral is sold, the net auction proceeds are applied to the account, and any remaining balance is written off, and any excess proceeds are recorded as a realized gain. Proceeds collected on charged off accounts are recorded as a recovery. Total loans 90 days or more past due were $3,861,000, $4,345,000, and $1,036,000 at December 31, 2009, 2008, and 2007.

F-42

A loan is considered to be impaired when, based on current information and events, it is likely the Bank will be unable to collect all amounts due according to the contractual terms of the original loan agreement. Management considers loans that are in bankruptcy status, but have not been charged-off, to be impaired. These loans are charged-down to fair value and placed on nonaccrual status. Fair value is determined based upon comparable market prices for substantially similar collateral plus management’s estimate of disposal costs. All interest accrued but not collected for loans that are placed on nonaccrual is reversed against interest income. The interest on these loans is accounted for on the cash basis until qualifying for return to accrual status. Loans are returned to accrual status when all the principal and interest amounts contractually due are brought current and future payments are reasonably assured. At December 31, 2009, $3,321,000 or 2% of consumer loans, $1,124,000 or 2% of commercial loans and $0 or 0% of medallion loans were on nonaccrual, compared to $2,442,000 or 1% of consumer loans, $1,832,000 or 2% of commercial loans and $0 and 0% of medallion loans on nonaccrual at December 31, 2008. 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 $160,000 in 2009, $141,000 in 2008, and $27,000 in 2007.

Allowance for loan losses – In analyzing the adequacy of the allowance for loan losses, the Bank uses historical delinquency and actual loss rates acquired from Medallion and the unrelated financial institution from which the consumer portfolio was purchased. The allowance for loan losses is evaluated on a regular basis by management and is based upon management’s periodic review of the collectability of the loans in light of historical experience, the nature and volume of the loan portfolio, adverse situations that may affect the borrower’s ability to repay, estimated value of any underlying collateral, prevailing economic conditions, and excess concentration risks. This evaluation is inherently subjective, as it requires estimates that are susceptible to significant revision as more information becomes available. Credit losses are deducted from the allowance and subsequent recoveries are added.

Fixed assets – Fixed assets are stated at cost less accumulated depreciation and amortization. Maintenance and repairs are charged to expense while significant improvements are capitalized. Depreciation and amortization are computed using the straight-line method over the estimated useful lives of the related assets. Capitalized leasehold improvements are amortized over the lesser of the estimated useful life of the asset or the remaining lease term.

Income taxes – The Bank uses the asset and liability method in providing income taxes on all transactions that have been recognized in the financial statements. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their existing tax bases. The Bank files its tax returns on a separate company basis.

Other comprehensive gain/(loss) – The Bank had $97,000, ($64,000), and $270,000 of net unrealized gains (losses) due to the mark-to-market of available-for-sale securities for the years ended December 31, 2009, 2008, and 2007. The Bank had no other components of comprehensive income (loss).

Restrictions on dividends, loans, and advances – Banking regulations place certain restrictions on dividends paid and loans or advances made by the Bank to Medallion. The total amount of dividends that may be paid at any date is generally limited to the retained earnings of the Bank. However, dividends paid by the Bank would be prohibited if the effect thereof would cause the Bank’s capital to be reduced below applicable minimum standards. The Bank was restricted from paying dividends in the first three years of operations, and was further limited to $4,000,000 per annum under the Troubled Asset Relief Program (TARP) program (see note 13).

Fair value of financial instruments – The fair value of a financial instrument is the current amount that would be exchanged between willing parties, other than in a forced liquidation. Fair value is best determined based upon quoted market prices. FASB ASC Topic 825, “Financial Instruments,” requires disclosure of fair value information about certain financial instruments, whether assets, liabilities, or off-balance-sheet commitments, if practicable.

Fair value of assets and liabilities – The Bank follows FASB ASC Topic 820, “Fair Value Measurements and Disclosures,” (FASB ASC 820), which defines fair value, establishes a framework for measuring fair value, and expands disclosures about fair value measurements. FASB ASC 820 defines fair value as an exit price (i.e. a price that would be received to sell, as opposed to acquire, an asset or transfer a liability), and emphasizes that fair value is a market-based measurement. It establishes a fair value hierarchy that distinguishes between assumptions developed based on market data obtained from independent external sources and the reporting entities own assumptions. Further, it specifies that fair value measurement should consider adjustment for risk, such as the risk inherent in the valuation technique or its inputs. See also Notes 11 and 12 to the financial statements.

Reclassifications – Certain reclassifications have been made to prior year balances to conform with the current year presentation. These reclassifications have no effect on the previously reported results of operations.

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Recently issued financial accounting standards – In January 2010, the FASB issued Accounting Standards Update 2010-06, “Fair Value Measurements and Disclosures (Topic 820), Improving Disclosures about Fair Value Measurements” (FASB ASU 2010-06). FASB ASU 2010-06 amends Subtopic 820-10, Fair Value Measurements and Disclosures - Overall, and requires new disclosures related to the transfers in and out of Level 1 and 2, as well as requiring that a reporting entity present separately information about purchases, sales, issuances, and settlements rather than as one net number. Additionally, FASB ASU 2010-06 amends Subtopic 820-10 by clarifying existing disclosures related to level of disaggregation as well as disclosures about inputs and valuation techniques. FASB ASU 2010-06 is effective for reporting periods beginning after December 15, 2009, except for the disclosures about purchases, sales, issuances and settlements in the roll forward of activity in Level 3 fair value measurements, these disclosures are effective for reporting periods beginning after December 15, 2010. The Company does not expect adoption of FASB ASU 2010-06 to have an impact on its financial condition or results of operations.

In January 2010, the FASB issued Accounting Standards Update 2010-02, “Consolidation (Topic 810), Accounting and Reporting for Decreases in Ownership of a Subsidiary - a Scope Clarification”(FASB ASU 2010-02). FASB ASU 2010-02 amends Subtopic 810-10, Consolidation - Overall, and related guidance within US GAAP to clarify that the scope of the decrease in ownership provisions of the Subtopic and related guidance applies to a subsidiary or group of assets that is a business activity, a subsidiary that is a business activity that is transferred to an equity method investee or joint venture, and an exchange of a group of assets that constitutes a business activity for a noncontrolling interest in an entity. FASB ASU 2010-02 also clarifies certain situations which do not constitute a decrease in ownership as it relates to Subtopic 810-10. FASB ASU 2010-02 is effective for reporting periods ending on or after December 15, 2009. The Company has adopted the provisions of ASU 2010-02 and the adoption has not had an impact on its financial condition or results of operations.

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In April 2009, the FASB issued an update to ASC Topic 805, “Business Combinations.” The update amends and clarifies ASC Topic 805 to address application issues raised by preparers, auditors, and members of the legal profession on initial recognition and measurement, subsequent measurement and accounting, and disclosure of assets and liabilities arising from contingencies in a business combination. The update is effective for assets and liabilities arising from contingencies in business combinations for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after December 15, 2008. The Company has adopted this update which has not had a material impact on its financial condition or results of operations.

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2.	Loans and allowance for loan losses

Loans are summarized as follows at December 31.


Loans	2009		2008
Consumer	$	193,910,007	$	190,703,397
Taxi medallion		160,402,960		122,581,077
Commercial:
Asset-based		66,333,326		78,745,557
Construction		4,716,052		7,794,154
Other commercial		1,490,611		1,260,875

Total commercial		72,539,989		87,800,586
Deferred loan acquisition costs, net		5,553,174		5,825,904

Total loans	$	432,406,130	$	406,910,964

In October 2008, the Bank purchased approximately $26,000,000 of medallion loans from an unaffiliated third party for cash.

Changes in the allowance for loan losses are summarized as follows.


Balance at 12/31/06	$	6,056,785
Provision for loan losses		5,177,823
Loan charge-offs		(5,320,596	)
Recoveries		1,397,418

Balance at 12/31/07		7,311,430
Provision for loan losses		11,300,146
Loan charge-offs		(9,565,538	)
Recoveries		1,761,779

Balance at 12/31/08		10,807,817
Provision for loan losses		14,770,611
Loan charge-offs		(15,049,272	)
Recoveries		3,024,102

Balance at 12/31/09	$	13,553,258

The loan charge-offs and recoveries resulted primarily from the consumer portfolio.

3.	Investment securities

Fixed maturity securities available-for-sale at December 31, 2009 consists of the following.


	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Fair Value
Mortgage-backed securities, principally obligations of US federal agencies	$	18,073,870	$	280,066	$	138,807	$	18,215,129
State and municipalities		2,895,000		8,712		58,228		2,845,484

Total	$	20,968,870	$	288,778	$	197,035	$	21,060,613

Fixed maturity securities available-for-sale at December 31, 2008 consists of the following.


	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Fair Value
Mortgage-backed securities, principally obligations of US federal agencies	$	17,707,234	$	170,844	$	159,320	$	17,718,758
State and municipalities		2,445,000		30,994		106,498		2,369,496

Total	$	20,152,234	$	201,838	$	265,818	$	20,088,254

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The amortized cost and estimated market value of investment securities as of December 31, 2009 by contractual maturity are shown below. Actual maturities will differ from contractual maturities because borrowers may have the right to call or prepay obligations with or without call or prepayment penalties.


	Amortized Cost		Market Value
Due in one year or less	$	—	$	—
Due after one year through five years		—		—
Due after five years through ten years		3,396,584		3,401,417
Due after ten years		17,572,286		17,659,196

Total	$	20,968,870	$	21,060,613

Information pertaining to securities with gross unrealized losses at December 31, 2009 and 2008 aggregated by investment category and length of time that individual securities have been in a continuous loss position follows.


	Less than Twelve Months				Over Twelve Months
December 31, 2009	Gross Unrealized Losses		Fair Value		Gross Unrealized Losses		Fair Value
Mortgage-backed securities, principally obligations of US federal agencies	$	138,807	$	4,070,002		—		—
State and municipalities		47,913		1,497,087	$	10,315	$	489,685

Total	$	186,720	$	5,567,089	$	10,315	$	489,685


	Less than Twelve Months				Over Twelve Months
December 31, 2008	Gross Unrealized Losses		Fair Value		Gross Unrealized Losses		Fair Value
Mortgage-backed securities, principally obligations of US federal agencies	$	88,019	$	6,678,469	$	71,301	$	2,739,699
State and municipalities		106,498		743,502		—		—

Total	$	194,517	$	7,421,971	$	71,301	$	2,739,699

Unrealized losses on securities have not been recognized into income because the issuers’ bonds are of high credit quality, and the Bank has the intent and ability to hold the securities for the foreseeable future. The decline in fair value is primarily due to the decrease in the value of the underlying collateral. The fair value is expected to recover as the bonds approach the maturity date.

4.	Fixed assets

Fixed assets and their related useful lives at December 31 were as following.


	Useful lives	2009			2008
Computer software	3 years	$	117,153		$	189,237
Furniture and fixtures	5-10 years		92,895			91,552
Leasehold improvements	3-5 years		75,568			66,749
Equipment	5 years		58,483			58,232
Telephone equipment	3 years		36,846			36,287
Deposit system	3 years		13,975			13,975

			394,920			456,032
Less accumulated depreciation and amortization			(256,502	)		(249,639	)

Net fixed assets		$	138,418		$	206,393

Depreciation expense was $73,000, $81,000, and $66,000 for the years ended December 31, 2009, 2008, and 2007.

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5.	Deposits

At December 31, 2009 the scheduled maturities of all time deposits were as follows.


2010	$	260,069,000
2011		95,636,000
2012		16,014,000

Total	$	371,719,000

All time deposits are in denominations of less than $100,000 and have been originated through Certificate of Deposit Broker relationships. The weighted average interest rate of deposits outstanding at December 31, 2009 was 1.85%.

6.	Income taxes

Income taxes are summarized as follows.


	2009			2008			2007
Current
Federal	$	4,175,929		$	2,979,078		$	4,770,556
State		688,800			476,433			737,776
Deferred
Federal		(1,050,974	)		(592,725	)		(1,263,743	)
State		(154,555	)		(87,165	)		(185,844	)

Net provision for income taxes	$	3,659,200		$	2,775,621		$	4,058,745

The following table reconciles the provision for income taxes to the US federal statutory income tax rate for the years ended December 31, 2009, 2008, and 2007.


	2009		2008		2007
US federal statutory tax rate	34.0	%	34.0	%	34.0	%
State taxes	4.5		5.6		4.3
Prior year under (over) accrual	(1.0	)	—		4.0
Other	(1.4	)	0.3		(4.7	)

Effective income tax rate	36.1	%	39.9	%	37.6	%

The Bank files its tax returns on a separate company basis.

Deferred tax and other asset balances reflected in the balance sheet were as follows.


	2009			2008
Provision for loan losses	$	5,055,307		$	4,031,258
Deferred loan acquisition costs		(2,118,211	)		(2,265,914	)
Unrealized (gains) losses on investments		(34,404	)		23,993
Other		(106,048	)		(139,825	)

Net deferred tax asset (liability)		2,796,644			1,649,512
Overpayment of estimated taxes		476,162			—

Net deferred tax and other assets	$	3,272,806		$	1,649,512

F-48

In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which temporary differences become deductible pursuant to ASC Topic 740, “Income Taxes.” Management considers the reversal of deferred tax liabilities, projected future taxable income, and tax planning strategies in making this assessment. Management’s evaluation of the realizability of deferred tax assets must consider both positive and negative evidence. The weight given to the potential effects of positive and negative evidence is based on the extent to which it can be objectively verified. Based on these considerations, no valuation allowance was deemed necessary as of December 31, 2009 and 2008.

7.	Other transactions with affiliates

The Bank’s taxi medallion, asset-based commercial, and certain other construction loans aggregated $229,810,000 and $204,055,000 at December 31, 2009 and 2008. These loans are originated and serviced by the affiliates. The Bank paid $1,805,000, $1,492,000, and $1,395,000 for loan servicing fees to affiliates for 2009, 2008, and 2007. Origination fees of $849,000, $804,000, and $529,000 were capitalized as deferred costs and will be amortized to interest income over the life of the loan for 2009, 2008, and 2007. Amortization costs were $717,000, $680,000, and $526,000 for 2009, 2008, and 2007.

As part of the settlement for the purchase of the taxi medallion loans, the Bank issued a subordinated promissory note to Medallion for $305,553 in 2004. The promissory note is interest bearing at the rate of 3 month Libor (0.23% at December 31, 2009) plus 125 basis points, adjustable quarterly, interest paid monthly. The promissory note will be used to cover any loss that may arise in the purchased taxi medallion loan portfolio. The note was paid down to $30,257 in 2009. The remaining balance of the promissory note will be repaid to Medallion after the purchased portfolio has liquidated. Interest expense of $2,000, $5,000, and $7,000 was paid on this note for 2009, 2008, and 2007.

At December 31, 2009 and 2008, the Bank owed $630,000 and $130,000 to affiliates for origination fees, monthly servicing fees on loans, charges for corporate overhead, legal and business development expenses due to the affiliates, partially offset by payments due the Bank from collection of loan payments by affiliates. The bank reimbursed the parent for expenses incurred on its behalf of $215,000, $192,000, and $173,000 for 2009, 2008, and 2007.

8.	401(k) plan

The Bank participates in the 401(k) plan offered by Medallion. The 401(k) Plan covers all full and part-time employees of the Bank who have attained the age of 21 and have a minimum of one 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 Internal Revenue Code. Employee contributions are invested in various mutual funds according to the directions of the employee. At the discretion of Medallion’s Board of Directors, the Bank can provide for employer matching contributions. Medallion has elected to match employee contributions up to one-third of the employee’s contribution, but not greater than 2% of the portion of the employee’s annual salary eligible for 401(k) benefits. For the years ended December 31, 2009, 2008, and 2007, the Bank provided $14,000, $20,000, and $15,000 in employer matching, which amount is included in salaries and benefits expense on the accompanying statement of operations.

9.	Commitments and contingencies

Lines of credit – At December 31, 2009, the Bank had unsecured Federal Funds lines with correspondent banks of $30,000,000.

Loans – At December 31, 2009, the Bank had commitments to extend credit of $32,099,000 to asset-based customers as long as there is no violation of any condition established in the contract. The Bank had commitments to extend credit of $6,000 to real estate customers for unfunded amounts. The Bank had commitments to extend credit of $416,000 to taxi medallion customers for unfunded amounts.

Leases – The Bank leases office space under a non-cancelable operating lease that expires November 2012. Rental expense related to the lease was $130,000, $120,000, and $111,000 for the years ended December 31, 2009, 2008, and 2007. The Bank has the option to extend the lease term for an additional five years.

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Future minimum lease payments under this operating lease as of December 31, 2009 were as follows:


2010	$	125,446
2011		129,208
2012		121,691
2013		—
2014		—

Total	$	376,345

10.

Capital requirements

The Bank is subject to various regulatory capital requirements administered by the Federal Deposit Insurance Corporation (FDIC) and the Utah Department of Financial Institutions (UDFI). Failure to meet minimum capital requirements can initiate certain mandatory and possible additional discretionary actions by regulators that, if undertaken, could have a direct material effect on the Bank’s financial statements. Under capital adequacy guidelines and the regulatory framework for prompt corrective action, the Bank must meet specific capital guidelines that involve quantitative measures of the Bank’s assets, liabilities, and certain off-balance sheet items as calculated under regulatory accounting practices. The Bank’s capital amounts and classifications are also subject to qualitative judgments by the bank regulators about components, risk weightings, and other factors.

Quantitative measures established by regulation to ensure capital adequacy require the Bank to maintain minimum amounts and ratios as defined in the regulations (set forth in the table below). Additionally, as conditions of granting the Bank’s application for federal deposit insurance, the FDIC ordered that beginning paid-in-capital funds of not less than $22,000,000 be provided, and that a ratio of Tier 1 Capital as defined in section 325.2 of the FDIC Rules and Regulations (12 C.F.R. § 325.2), to total assets of not less than 15% will be maintained, and an adequate allowance for loan losses shall be maintained and no dividends shall be paid throughout the first three years of operation. As of December 31, 2009, the Bank’s Tier 1 leverage capital ratio was 19.5%.

The Bank’s actual and the regulatory minimum capital amounts and ratios as of December 31, 2009 and 2008 are presented in the following tables.


	As of December 31, 2009				As of December 31, 2008				Minimum Ratio for Capital Adequacy Purposes		Minimum Ratio To be Well Capitalized Under Prompt Corrective Action Provisions
	Amount		Ratio		Amount		Ratio		Minimum Ratio for Capital Adequacy Purposes
Tier 1 Capital (to average assets)	$	88,811,000	19.5	%	$	63,808,000	14.7	%	4.0	%	5.0	%
Tier 1 Capital (to risk-weighted assets)		88,811,000	20.0			63,808,000	15.3		4.0		6.0
Total Capital (to risk-weighted assets)		94,455,000	21.3			69,105,000	16.5		8.0		10.0

11.

Fair value of financial instruments

(a) Loans – Current market value most closely approximates book value.

(b) Investments - The Bank’s investments are recorded at the estimated fair value of such investments.

(c) Cash – book value equals market value.

(d) Floating rate borrowings - Due to the short-term nature of these instruments, the carrying amount approximates fair value.

(e) Commitments to extend credit - The fair value of commitments to extend credit is estimated using the fees currently charged to enter into similar agreements, taking into account the remaining terms of the agreements and present creditworthiness of the counter parties. For fixed rate loan commitments, fair value also includes a consideration of the difference between the current levels of interest rates and the committed rates. At December 31, 2009 and 2008, the estimated fair value of these off-balance-sheet instruments was not material.

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(f) Fixed rate borrowings - The fair value of time deposits issued is estimated based on current market interest rates for similar debt.

December 31, 2009

December 31, 2008

(Dollars in thousands)

Carrying
Amount

Fair Value

Carrying
Amount

Fair Value

Financial Assets

Loans

418,853

396,103

Investment securities

21,061

20,088

Cash

13,340

9,401

Accrued interest receivable

3,350

3,372

Financial Liabilities

Funds borrowed

371,719

366,408

Accrued interest payable

1,508

3,656

12.

Fair value of assets and liabilities

The Company follows the provisions of FASB ASC Topic 820, which defines fair value, establishes a framework for measuring fair value, establishes a fair value hierarchy based on the quality of inputs used to measure fair value, and enhances disclosure requirements for fair value measurements. The Company accounts for a substantially all of its financial instruments at fair value or considers fair value in its measurement, in accordance with the accounting guidance for investment companies. See Note 1 “Fair value of financial instruments” and “Fair value of assets and liabilities” for a description of our valuation methodology which is unchanged during 2009.

In accordance with FASB ASC Topic 820, the Bank has categorized its financial instruments, based on the priority of the inputs to the valuation technique, into a three-level fair value hierarchy. The fair value hierarchy gives the highest priority to quoted prices in active markets for identical assets or liabilities (level 1) and the lowest priority to unobservable inputs (level 3).

Financial assets and liabilities recorded on the balance sheets are categorized based on the inputs to the valuation techniques as follows:

Level 1. Financial assets and liabilities whose values are based on unadjusted quoted prices for identical assets or liabilities in an active market that the Bank has the ability to access (examples include active exchange-traded equity securities, exchanged-traded derivatives, most US Government and agency securities, and certain other sovereign government obligations).

Quoted prices for similar assets or liabilities in active markets (for example, restricted stock);

Quoted price for identical or similar assets or liabilities in non-active markets (for example, corporate and municipal bonds, which trade infrequently);

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Changes in the observability of valuation inputs may result in a reclassification for certain financial assets or liabilities. Reclassifications impacting level 3 of the fair value hierarchy are reported as transfers in/out of the level 3 category.

The following tables present the Bank’s fair value hierarchy for those assets and liabilities measured at fair value on a recurring basis as of December 31, 2009 and 2008.


2009 *(Dollars in thousands)*	Level 1		Level 2		Level 3		Total
Assets
Available-for-sale investment securities⁽¹⁾	$	—	$	21,061	$	—	$	21,061

(1)	Total realized and unrealized gains (losses) of $97 were included in accumulated other comprehensive income (loss) for 2009 related to these assets.


2008 *(Dollars in thousands)*	Level 1		Level 2		Level 3		Total
Assets
Available-for-sale investment securities⁽¹⁾	$	—	$	20,088	$	—	$	20,088

(1)	Total realized and unrealized gains (losses) of ($64) were included in accumulated other comprehensive income (loss) for 2008 related to these assets.

The following tables present the Bank’s fair value hierarchy for those assets and liabilities measured at fair value on a non-recurring basis as of December 31, 2009 and 2008.


2009 *(Dollars in thousands)*	Level 1		Level 2		Level 3		Total
Assets⁽¹⁾
Impaired loans	$	—	$	—	$	3,984	$	3,984

(1)	Total unrealized losses of $304 for impaired loans were included in income for 2009 related to these assets.


2008 *(Dollars in thousands)*	Level 1		Level 2		Level 3		Total
Assets⁽¹⁾
Impaired loans	$	—	$	—	$	3,935	$	3,935

(1)	Total unrealized losses of $571 for impaired loans were included in income for 2008 related to these assets.

13.

Troubled Assets Relief Program (TARP)

The securities were sold in private placements exempt from SEC registration.

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The agreements between Medallion Bank and the US Treasury pursuant to which the Preferred Shares and the Warrants were sold contain limitations on the payment of common stock dividends to a quarterly rate of $1.00 per share or $1,000,000, and on Medallion Bank’s ability to repurchase its common stock, and subjects Medallion Bank and Medallion to certain of the executive compensation limitations and requirements included in the Emergency Economic Stabilization Act of 2008 (the EESA). As a condition to the closing of the transactions, the Company and its senior executive officers have agreed to all terms and conditions.

The final rule promulgated pursuant to Section 111 of the EESA, as amended by the ARRA, prescribes certain standards for compensation and corporate governance for CPP participants (which the Company believes to include parent companies such as the Company), which include, among other things, (i) the repayment by the senior executive officers and the next twenty most highly compensated employees of any bonus, retention award, or incentive compensation if the payment was based on materially inaccurate financial information or other materially inaccurate performance metric criteria; (ii) the prohibition of any payment for departure from a CPP participant or change of control event of a CPP participant, other than a payment for services performed or benefits accrued, to the senior executive officers and the next five most highly compensated employees; (iii) the prohibition of the payment or accrual of any bonus, retention award, or incentive compensation to a CPP participant’s most highly compensated employee except through restricted stock with delayed vesting and subject to dollar limits; and (iv) the prohibition from providing tax gross-ups or other reimbursements for the payment of taxes to senior executive officers and the next twenty most highly compensated employees relating to severance payments, perquisites, or any other form of compensation. The final rule further requires (i) at least once every six months, the compensation committees of CPP participants to meet to discuss, evaluate, and review the CPP participant’s compensation plans and the risks these plans pose to the CPP participant and annually in the CPP participant’s proxy statement describe how such risks were limited and certify that the compensation committee has completed its reviews of the plans and provide such disclosures and certifications to the Treasury; (ii) CPP participants to disclose to the Treasury and their primary federal regulator on an annual basis, perquisites with a total value over $25,000 for any employee who is subject to the bonus prohibition; (iii) CPP participants to disclose to the Treasury and their primary federal regulator whether they have engaged a compensation consultant and indicate the types of services the compensation consultant or any of its affiliates has provided during the past three years, including any “benchmarking” or comparisons employed to identify certain percentile levels of compensation; (iv) CPP participants to adopt an excessive or luxury expenditures policy; (v) CPP participants to permit stockholders to vote on a non-binding resolution approving the institution’s compensation of executives; and (vi) the principal executive officer and principal financial officer of CPP participants to annually certify compliance of the CPP participant with Section 111 of EESA and provide these certifications as an exhibit to the CPP participant’s annual report on Form 10-K and to the Treasury.

14.

Subsequent Events

We have evaluated subsequent events that have occurred through March 12, 2010, the date of financial statement issuance.

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MEDALLION FINANCIAL CORP - FORM 10-K - March 12, 2010

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