MEDALLION FINANCIAL CORP - Quarter Report: 2008 September (Form 10-Q)

Form 10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)

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

For the Quarterly Period Ended September 30, 2008

¨	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)

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 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 number of outstanding shares of registrant’s Common Stock, par value $0.01, as of November 5, 2008 was 17,544,224.

MEDALLION FINANCIAL CORP.

FORM 10-Q

TABLE OF CONTENTS


PART I – FINANCIAL INFORMATION		3

ITEM 1. FINANCIAL STATEMENTS		4

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS		26

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK		47

ITEM 4. CONTROLS AND PROCEDURES		47
PART II – OTHER INFORMATION		47

ITEM 1. LEGAL PROCEEDINGS		47

ITEM 1A. RISK FACTORS		47

ITEM 6. EXHIBITS		57
SIGNATURES		58
CERTIFICATIONS		59

Page 2 of 62

PART I – FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

BASIS OF PREPARATION

We, Medallion Financial Corp. or the Company, are a closed-end, non-diversified management investment company under the Investment Company Act of 1940, or the 1940 Act. We have elected to be treated as a business development company under the 1940 Act. 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 10%, and our commercial loan portfolio at a compound annual growth rate of 7%. 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 18%. Total assets under our management, which includes assets serviced for third party investors and managed by unconsolidated portfolio companies, were $1,048,705,000 as of September 30, 2008 and $1,002,491,000 as of September 30, 2007, and have grown at a compound annual growth rate of 14% from $215,000,000 at the end of 1996. Since our initial public offering in 1996, we have paid dividends in excess of $128,200,000 or $8.34 per share.

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

•

Medallion Funding Corp., 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.

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 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.

The financial information is divided into two sections. The first section, Item 1, includes our unaudited consolidated financial statements including related footnotes. The second section, Item 2, consists of Management’s Discussion and Analysis of Financial Condition and Results of Operations for the three and nine months ended September 30, 2008.

Our consolidated balance sheet as of September 30, 2008, and the related consolidated statements of operations, changes in net assets, and cash flows for the three and nine months ended September 30, 2008 and 2007 included in Item 1 have been prepared by us, without audit, pursuant to the rules and regulations of the SEC. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the US have been condensed or omitted pursuant to such rules and regulations. In the opinion of management, the accompanying consolidated financial statements include all adjustments, which are of a normal and recurring nature, necessary to present fairly our consolidated financial position and results of operations. The results of operations for the three and nine months ended September 30, 2008 and 2007, or for any other interim period, may not be indicative of future performance. These financial statements should be read in conjunction with the financial statements and notes thereto included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2007.

Page 3 of 62

MEDALLION FINANCIAL CORP.

CONSOLIDATED STATEMENTS OF OPERATIONS

(UNAUDITED)


	Three Months Ended September 30,					Nine Months Ended September 30,
*(Dollars in thousands, except per share data)*	2008		2007			2008			2007
Interest income on investments	$	10,391	$	11,454		$	33,934		$	32,789
Dividends and interest income on short-term investments⁽¹⁾		1,114		1,879			4,280			3,715
Medallion lease income		238		222			703			648

Total investment income		11,743		13,555			38,917			37,152

Total interest expense⁽²⁾		5,131		8,201			17,940			22,486

Net interest income		6,612		5,354			20,977			14,666

Total noninterest income		795		648			2,908			1,697

Salaries and benefits		2,708		2,491			8,052			7,759
Professional fees		325		939			1,281			2,154
Rent expense		205		323			866			976
Other operating expenses		744		694			3,040			2,696

Total operating expenses		3,982		4,447			13,239			13,585

Net investment income before income taxes^{(1) (3)}		3,425		1,555			10,646			2,778
Income tax (provision) benefit		—		—			—			—

Net investment income after income taxes		3,425		1,555			10,646			2,778

Net realized gains (losses) on investments		108		287			(3,869	)		12,140

Net change in unrealized appreciation (depreciation) on investments		449		1,809			6,138			(6,357	)
Net change in unrealized appreciation (depreciation) on Medallion Bank and other controlled subsidiaries		136		(49	)		(499	)		3,094

Net unrealized appreciation (depreciation) on investments		585		1,760			5,639			(3,263	)

Net realized/unrealized gains on investments		693		2,047			1,770			8,877

Net increase in net assets resulting from operations	$	4,118	$	3,602		$	12,416		$	11,655

Net increase in net assets resulting from operations per common share
Basic	$	0.23	$	0.21		$	0.71		$	0.67
Diluted		0.23		0.20			0.70			0.66

Dividends declared per share	$	0.19	$	0.19		$	0.57		$	0.57

Weighted average common shares outstanding
Basic		17,535,249		17,504,827			17,512,245			17,472,950
Diluted		17,756,913		17,805,203			17,733,830			17,793,571

(1)	Includes $1,000 and $4,000 of dividend income for the three and nine months ended September 30, 2008, and $1,750 and $3,250 for the three and nine months ended September 30, 2007 from Medallion Bank.

(2)	Average borrowings outstanding were $449,304 and $490,046, and the related average borrowing costs were 4.54% and 4.89% for the 2008 third quarter and nine months, and were $506,994, $481,455, 6.42% and 6.24% for the comparable 2007 periods.

(3)

Includes $592 and $1,688 of net revenues received from Medallion Bank for the three and nine months ended September 30, 2008 and $517 and $1,484 for the comparable 2007 periods, 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.

Page 4 of 62

MEDALLION FINANCIAL CORP.

CONSOLIDATED BALANCE SHEETS


	UNAUDITED
*(Dollars in thousands, except per share data)*	September 30, 2008			December 31, 2007
Assets
Medallion loans, at fair value	$	411,693		$	498,883
Commercial loans, at fair value⁽¹⁾		94,830			91,782
Investment in Medallion Bank and other controlled subsidiaries, at fair value		71,211			57,501
Investment securities, at fair value		—			—
Equity investments, at fair value		4,662			4,880

Net investments ($357,718 at September 30, 2008 and $458,102 at December 31, 2007 pledged as collateral under borrowing arrangements)		582,396			653,046

Cash and cash equivalents ($870 at September 30, 2008 and $852 at December 31, 2007 restricted as to use by lender)		19,290			33,454
Accrued interest receivable		2,289			2,449
Fixed assets, net		425			558
Goodwill, net		5,007			5,007
Other assets, net		31,138			26,748

Total assets	$	640,545		$	721,262


Liabilities
Accounts payable and accrued expenses	$	7,709		$	4,203
Accrued interest payable		708			2,087
Funds borrowed		456,799			542,549

Total liabilities		465,216			548,839


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 – 18,958,466 shares at September 30, 2008 and 18,902,416 shares at December 31, 2007 issued)		189			189
Treasury stock at cost (1,414,242 shares at September 30, 2008 and 1,406,551 shares at December 31, 2007)		(13,012	)		(12,938	)
Capital in excess of par value		178,363			177,819
Accumulated undistributed net investment income		(963	)		2,739
Accumulated undistributed net realized gains on investments		—			—
Net unrealized appreciation on investments		10,752			4,614

Total shareholders’ equity (net assets)		175,329			172,423

Total liabilities and shareholders’ equity	$	640,545		$	721,262

Number of common shares outstanding		17,544,224			17,495,865
Net asset value per share	$	9.99		$	9.86

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

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

Page 5 of 62

MEDALLION FINANCIAL CORP.

CONSOLIDATED STATEMENTS OF CHANGES IN NET ASSETS

(UNAUDITED)


	Three Months Ended September 30,						Nine Months Ended September 30,
*(Dollars in thousands, except per share data)*	2008			2007			2008			2007
Net investment income after income taxes	$	3,425		$	1,555		$	10,646		$	2,778
Net realized gains (losses) on investments		108			287			(3,869	)		12,140
Net unrealized gains (losses) on investments		585			1,760			5,639			(3,263	)

Net increase in net assets resulting from operations		4,118			3,602			12,416			11,655

Investment income, net		(3,306	)		(3,231	)		(9,948	)		(4,598	)
Realized gain from investment transactions, net		(25	)		(95	)		(32	)		(5,361	)

Dividends and distributions to shareholders⁽¹⁾		(3,331	)		(3,326	)		(9,980	)		(9,959	)

Exercise of stock options		167			273			544			829
Treasury stock acquired		—			—			(74	)		—

Capital share transactions		167			273			470			829

Total increase (decrease) in net assets		954			549			2,906			2,525
Net assets at the beginning of the period		174,375			171,604			172,423			169,628

Net assets at the end of the period⁽²⁾	$	175,329		$	172,153		$	175,329		$	172,153

Capital share activity
Common stock issued, beginning of period		18,943,466			18,875,866			18,902,416			18,799,766
Exercise of stock options		15,000			4,800			56,050			80,900

Common stock issued, end of period		18,958,466			18,880,666			18,958,466			18,880,666

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

Treasury stock, end of period		(1,414,242	)		(1,373,351	)		(1,414,242	)		(1,373,351	)

Common stock outstanding		17,544,224			17,507,315			17,544,224			17,507,315

(1)	Dividends declared were $0.19 and $0.57 per share for 2008 third quarter and nine months, and were $0.19 and $0.57 for the comparable 2007 periods.

(2)	Includes $6,901 of undistributed net investment income and $0 of undistributed net realized gain on investments at September 30, 2008.

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

Page 6 of 62

MEDALLION FINANCIAL CORP.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)


	Nine Months Ended September 30,
*(Dollars in thousands)*	2008			2007
CASH FLOWS FROM OPERATING ACTIVITIES
Net increase in net assets resulting from operations	$	12,416		$	11,655
Adjustments to reconcile net increase in net assets resulting from operations to net cash provided by operating activities:
Depreciation and amortization		1,159			318
Amortization of origination costs		351			374
Increase in net unrealized (appreciation) depreciation on investments		(6,138	)		6,357
Net change in unrealized (appreciation) depreciation on Medallion Bank and other controlled subsidiaries		499			(3,094	)
Net realized (gains) losses on investments		3,869			(12,140	)
Stock-based compensation expense		215			309
(Increase) decrease in accrued interest receivable		160			(516	)
Increase in other assets, net		(685	)		(1,678	)
Increase (decrease) in accounts payable and accrued expenses		3,506			(767	)
Decrease in accrued interest payable		(1,379	)		(791	)

Net cash provided by operating activities		13,973			27

CASH FLOWS FROM INVESTING ACTIVITIES
Investments originated		(227,077	)		(271,694	)
Proceeds from principal receipts, sales, and maturities of investments		308,142			214,564
Investments in Medallion Bank and other controlled subsidiaries, net		(13,567	)		(1,739	)
Capital expenditures		(160	)		(423	)

Net cash provided by (used for) investing activities		67,338			(59,292	)

CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from funds borrowed		380,480			257,215
Repayments of funds borrowed		(474,230	)		(209,191	)
Issuance of SBA debentures		8,000			—
Proceeds from Trust Preferred Securities issued		—			35,000
Proceeds from exercise of stock options		329			520
Purchase of treasury stock at cost		(74	)		—
Payments of declared dividends		(9,980	)		(9,959	)

Net cash provided by (used for) financing activities		(95,475	)		73,585

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS		(14,164	)		14,320
Cash and cash equivalents, beginning of period		33,454			15,399

Cash and cash equivalents, end of period	$	19,290		$	29,719

SUPPLEMENTAL INFORMATION
Cash paid during the period for interest	$	18,453		$	22,582
Cash paid during the period for income taxes		—			—
Non-cash investing activities – net transfers to (from) other assets		(642	)		—

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

Page 7 of 62

MEDALLION FINANCIAL CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2008

(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 Corp. (MFC), a Small Business Investment Company (SBIC) which originates and services taxicab medallion and commercial loans.

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 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 $35,018,000 at September 30, 2008, 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 $276,307,000 at September 30, 2008, 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 new 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 Note 3). Medallion Bank was capitalized on December 16, 2003, with $22,000,000 from the Company. On December 22, 2003, upon satisfaction of the conditions set forth in the FDIC’s order of October 2, 2003 approving Medallion Bank’s application for federal deposit insurance, 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. The purchase was funded with $7,700,000 of additional capital contributed by the Company and with deposits raised by Medallion Bank. In the 2004 third quarter, Medallion Bank began originating consumer loans similar to the acquired portfolio, which are serviced by a third party.

Page 8 of 62

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 is a separate legal and corporate entity with its own creditors who, in any liquidation of the Trust, will be 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. The assets of the Trust, aggregating $117,505,000 at September 30, 2008 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 the Trust. The Trust’s loans are serviced by MFC.

(2) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Use of Estimates

The accounting and reporting policies of the Company conform with accounting principles generally accepted in the US and general practices in the investment company industry. The preparation of financial statements in conformity with generally accepted accounting principles in the US requires the Company to make estimates and assumptions that affect the reporting and disclosure of assets and liabilities, including those that are of a contingent nature, at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Such estimates are subject to change over time, and actual results could differ from those estimates. The determination of fair value of the Company’s investments is subject to significant change within one year.

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.

Fair Value of Assets and Liabilities

The Company adopted Statement of Accounting Standards Number 157, Fair Value Measurements (SFAS No. 157) in the 2008 first quarter, which defines fair value, establishes a framework for measuring fair value, and expands disclosures about fair value measurements. While SFAS No. 157 does not require any new fair value measurements, it applies under other pronouncements that require or permit fair value measurements, such as SFAS No. 107, 133, 150, 155, and 156. SFAS No 157 clarifies the definition of 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. For assets and liabilities measured at fair value on a recurring basis, SFAS No. 157 expands the required disclosures concerning the inputs used to measure fair value. See also Notes 2 and 11 to the consolidated financial statements.

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, 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 13% and 10% of the investment portfolio at September 30, 2008 and December 31, 2007, 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 assets and revenues 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 $2,569,000 and $3,279,000 at September 30, 2008 and December 31, 2007, and non-marketable securities of $2,093,000 and $1,601,000 in the comparable periods. The $71,211,000 and $57,501,000 related to portfolio investments in controlled subsidiaries at September 30, 2008 and December 31, 2007 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.

Page 9 of 62

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 71% and 76% of the Company’s investment portfolio at September 30, 2008 and December 31, 2007 had arisen in connection with the financing of taxicab medallions, taxicabs, and related assets, of which 75% and 80% were in New York City at September 30, 2008 and December 31, 2007. 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% and 14% at September 30, 2008 and December 31, 2007) represents loans to various commercial enterprises, in a wide variety of industries, including manufacturing, wholesaling, retail trades, food services, business services, transportation and warehousing, and various other industries. More than 30% of these loans are made primarily in the metropolitan New York City area, with the balance widely scattered across the US. Investments in controlled unconsolidated subsidiaries, equity investments, and investment securities were 12%, 1%, and 0% at September 30, 2008 and 9%, 1%, and 0% at December 31, 2007.

On a managed basis, which includes the investments of Medallion Bank after eliminating the Company’s investment in Medallion Bank and other controlled subsidiaries, medallion loans were 55% at September 30, 2008 and 63% at December 31, 2007 (78% and 83% in New York City for the respective periods), commercial loans were 21% and 19% at September 30, 2008 and December 31, 2007, and 20% and 15% were consumer loans in all 50 states collateralized by recreational vehicles, boats, motorcycles, and trailers. Investment securities were 2% and 2% at September 30, 2008 and December 31, 2007, and equity investments (including instruments in controlled subsidiaries) were 2% at September 30, 2008 and 1% at December 31, 2007.

Investment Transaction 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 September 30, 2008 and December 31, 2007 net origination costs totaled $355,000 and $734,000. Amortization expense for the three months ended September 30, 2008 and 2007 was $85,000 and $80,000 and was $351,000 and $374,000 for the comparable nine month periods.

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 September 30, 2008 and December 31, 2007, there were no premiums or discounts on investment securities, and their related income accretion or amortization was immaterial for 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 September 30, 2008, December 31, 2007, and September 30, 2007, total non-accrual loans were $17,954,000, $21,968,000, and $17,989,000, and represented 4%, 4%, and 3% of the gross medallion and commercial loan portfolio at each period 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 $5,841,000, $6,856,000, and $6,089,000 at September 30, 2008, December 31, 2007, and September 30, 2007, of which $828,000 and $696,000 would have been recognized in the quarters ended September 30, 2008 and 2007, and $1,792,000 and $2,137,000 would have been recognized in the comparable nine-month periods.

Page 10 of 62

Loan Sales and Servicing Fee Receivable

The Company accounts for its sales of loans in accordance with Statement of Financial Accounting Standards No. 140, “Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities – a Replacement of FASB Statement No. 125” (SFAS 140). In addition, we are in compliance with Statement of Financial Accounting Standards No. 156 “Accounting for Servicing of Financial Assets – a Replacement of FASB Statement No. 140” (SFAS 156). SFAS 156 provides accounting and reporting standards for transfers and servicing of financial assets and extinguishments of liabilities. In accordance with SFAS 156, 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 approximately $242,716,000 and $168,781,000 at September 30, 2008 and December 31, 2007, and included $178,333,000 and $163,816,000 of loans serviced for Medallion Bank. The Company has evaluated the servicing aspect of its business in accordance with SFAS 156, most of which relates to servicing assets held by Medallion Bank, and determined that no material servicing asset or liability exists as of September 30, 2008 and December 31, 2007.

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

The change in 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 write-offs of loans or assets acquired in satisfaction of loans, net of recoveries. Unrealized appreciation (depreciation) on net investments was $10,752,000, $4,614,000, and $3,725,000 as of September 30, 2008, December 31, 2007, and September 30, 2007. Our investment in Medallion Bank, 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 the presentation of financial information for Medallion Bank.

The following tables set forth the changes in our unrealized appreciation (depreciation) on investments, other than investments in controlled subsidiaries, for the 2008 and 2007 periods shown below.


*(Dollars in thousands)*	Loans			Equity Investments			Foreclosed Properties			Total
Balance December 31, 2007	$	(6,469	)	$	2,742		$	8,341		$	4,614
Increase in unrealized
Appreciation on investments		—			—			1,670			1,670
Depreciation on investments		(500	)		(123	)		(150	)		(773	)
Reversal of unrealized appreciation (depreciation) related to realized
Gains on investments		—			—			(1,260	)		(1,260	)
Losses on investments		145			—			—			145

Balance March 31, 2008		(6,824	)		2,619			8,601			4,396
Increase in unrealized
Appreciation on investments		—			—			1,002			1,002
Depreciation on investments		(73	)		32			—			(41	)
Reversal of unrealized appreciation (depreciation) related to realized
Gains on investments		—			—			(140	)		(140	)
Losses on investments		5,085			—			—			5,085

Balance June 30, 2008		(1,812	)		2,651			9,463			10,302
Increase in unrealized
Appreciation on investments		—			(601	)		2,505			1,904
Depreciation on investments		(1,631	)		(23	)		200			(1,454	)
Reversal of unrealized appreciation (depreciation) related to realized
Gains on investments		—			—			—			—
Losses on investments		—			—			—			—

Balance September 30, 2008	$	(3,443	)	$	2,027		$	12,168		$	10,752

Page 11 of 62


*(Dollars in thousands)*	Loans			Equity Investments			Foreclosed Properties			Total
Balance December 31, 2006	$	(3,056	)	$	2,113		$	947		$	4
Increase in unrealized
Appreciation on investments		—			49			1,920			1,969
Depreciation on investments		(63	)		(12	)		(73	)		(148	)
Reversal of unrealized appreciation (depreciation) related to realized
Gains on investments		—			(1,100	)		—			(1,100	)
Losses on investments		1			—			—			1
Other		—			(4	)		—			(4	)

Balance March 31, 2007		(3,118	)		1,046			2,794			722
Increase in unrealized
Appreciation on investments		—			628			1,511			2,139
Depreciation on investments		(1,142	)		(106	)		(87	)		(1,335	)
Reversal of unrealized appreciation (depreciation) related to realized
Gains on investments		—			(189	)		—			(189	)
Losses on investments		810			—			—			810

Balance June 30, 2007		(3,450	)		1,379			4,218			2,147
Increase in unrealized
Appreciation on investments		—			729			1,231			1,960
Depreciation on investments		(152	)		62			(1	)		(91	)
Reversal of unrealized appreciation (depreciation) related to realized
Gains on investments		—			(72	)		—			(72	)
Losses on investments		12			—			—			12
Other		—			—			(231	)		(231	)

Balance September 30, 2007	$	(3,590	)	$	2,098		$	5,217		$	3,725

The table below summarizes components of unrealized and realized gains and losses in the investment portfolio:


	Three Months Ended September 30,						Nine Months Ended September 30,
*(Dollars in thousands)*	2008			2007			2008			2007
Net change in unrealized appreciation (depreciation) on investments

Unrealized appreciation	$	(601	)	$	729		$	(601	)	$	1,407
Unrealized depreciation		(1,655	)		(91	)		(2,318	)		(1,415	)

Net unrealized appreciation (depreciation) on investment in Medallion Bank and other controlled subsidiaries		136			(49	)		(499	)		3,094
Realized gains		—			(72	)		—			(11,648	)
Realized losses		—			12			5,230			823
Unrealized gains on foreclosed properties		2,705			1,231			3,827			4,476

Total	$	585		$	1,760		$	5,639		$	(3,263	)

Net realized gains (losses) on investments
Realized gains	$	—		$	72		$	—		$	2,914
Realized losses		—			(12	)		(5,230	)		(823	)
Other gains		—			223			30			10,032
Direct recoveries		108			4			(55	)		17
Realized gains on foreclosed properties		—			—			1,386			—

Total	$	108		$	287		$	(3,869	)	$	12,140

Goodwill

Effective January 1, 2002, coincident with the adoption of SFAS No.142, “Goodwill and Intangible Assets,” 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, and management believes, and the Board of Directors concurs, that there is no impairment as of September 30, 2008. The Company conducts annual appraisals of its goodwill, and will recognize any impairment in the period any impairment is identified as a charge to operating expenses.

Page 12 of 62

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 $95,000 and $104,000 for the three months ended September 30, 2008 and 2007, and was $293,000 and $318,000 for the comparable nine months.

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 approximately $290,000 and $236,000 for the three months ended September 30, 2008 and 2007, and was $866,000 and $695,000 for the comparable nine months. In addition, the Company capitalizes certain costs for transactions in the process of completion, including those for potential acquisitions or 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, capitalized as goodwill, or written off. The amounts on the balance sheet for all of these purposes were $3,076,000, $3,918,000, and $2,846,000 as of September 30, 2008, December 31, 2007, and September 30, 2007.

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 2007 and 2006, and anticipates qualifying and filing as a RIC for 2008.

Medallion Bank is not a RIC and is taxed as a regular corporation. Fin Trust, Trust, and Trust II 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 common stock and 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.

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


	Three Months Ended September 30,				Nine Months Ended September 30,
*(Dollars in thousands)*	2008		2007		2008		2007
Net increase in net assets resulting from operations available to common shareholders	$	4,118	$	3,602	$	12,416	$	11,655

Weighted average common shares outstanding applicable to basic EPS		17,535,249		17,504,827		17,512,245		17,472,950
Effect of dilutive stock options		221,664		300,376		221,585		320,621

Adjusted weighted average common shares outstanding applicable to diluted EPS		17,756,913		17,805,203		17,733,830		17,793,571

Basic earnings per share	$	0.23	$	0.21	$	0.71	$	0.67
Diluted earnings per share		0.23		0.20		0.70		0.66

Page 13 of 62

Potentially dilutive common shares excluded from the above calculations aggregated 1,095,604, and 796,436 shares as of September 30, 2008 and 2007.

Stock Compensation

The Company applies SFAS No. 123 (Revised), “Share-Based Payment” (SFAS No. 123R), and related interpretations in accounting for its stock option plans effective January 1, 2006, 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 for adopting SFAS No. 123R. Under this method, the provisions of SFAS 123R 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 the three and nine months ended September 30, 2008, the Company issued 0 and 387,752 shares of stock-based compensation awards, and recognized $81,000 and $215,000, or $0.00 and $0.01 per diluted common share for the respective periods, of non-cash stock-based compensation expense related to the option grants. During the three and nine months ended September 30, 2007, the Company issued 50,000 and 209,674 shares of stock-based compensation awards, and recognized $249,000 and $309,000, or $0.01 and $0.02 per diluted common share for the respective period, of non-cash stock-based compensation expense related to the option grants. As of September 30, 2008, the total remaining unrecognized compensation cost related to unvested stock options was $507,000, which is expected to be recognized over the next eleven quarters (see Note 5).

Derivatives

The Company had no interest rate cap agreements or other derivative investments outstanding during 2008 and 2007.

Reclassifications

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

(3) INVESTMENT IN MEDALLION BANK AND OTHER CONTROLLED SUBSIDIARIES

Medallion Bank

The following table presents Medallion Bank’s statement of operations and other valuation adjustments on other controlled subsidiaries for the three and nine months ended September 30, 2008 and 2007.


	Three Months Ended September 30,						Nine Months Ended September 30,
*(Dollars in thousands)*	2008			2007			2008			2007
Statement of operations
Investment income	$	10,959		$	9,467		$	30,230		$	26,683
Interest expense		3,727			3,578			11,042			10,000

Net interest income		7,232			5,889			19,188			16,683
Noninterest income		101			82			438			276
Operating expenses		2,108			1,843			6,013			5,332

Net investment income before income taxes		5,225			4,128			13,613			11,627
Income tax provision		875			957			2,621			3,148

Net investment income after income taxes		4,350			3,171			10,992			8,479
Net realized/unrealized losses of Medallion Bank		(3,182	)		(1,409	)		(7,074	)		(3,037	)

Net increase in net assets resulting from operations of Medallion Bank		1,168			1,762			3,918			5,442
Unrealized depreciation on Medallion Bank ⁽¹⁾		(1,000	)		(1,750	)		(4,000	)		(3,250	)
Net realized/unrealized gains/(losses) of controlled subsidiaries other than Medallion Bank		(32	)		(61	)		(417	)		902

Net increase (decrease) in net assets resulting from operations of Medallion Bank and other controlled subsidiaries	$	136		$	(49	)	$	(499	)	$	3,094

(1)	Unrealized depreciation on Medallion Bank reflects the adjustment to the investment carrying amount to reflect the dividends paid to the parent.

Page 14 of 62

The following table presents Medallion Bank’s balance sheets and the net investment in other controlled subsidiaries as of September 30, 2008 and December 31, 2007.


*(Dollars in thousands)*	2008		2007
Loans	$	372,419	$	315,108
Investment securities, at fair value		19,730		21,838

Net investments ($0 pledged as collateral under borrowing arrangements at September 30, 2008 and December 31, 2007) ⁽¹⁾		392,149		336,946
Cash ($0 at September 30, 2008 and December 31, 2007 restricted as to use by lender)		14,440		17,025
Receivable from parent		99		1,059
Other assets, net		8,451		6,743

Total assets	$	415,139	$	361,773

Other liabilities	$	2,609	$	4,080
Payable to parent		—		—
Deposits and federal funds purchased, including accrued interest payable		351,719		302,800

Total liabilities		354,328		306,880
Medallion Bank equity		60,811		54,893

Total liabilities and equity	$	415,139	$	361,773

Investment in other controlled subsidiaries	$	10,499	$	3,667
Total investment in Medallion Bank and other controlled subsidiaries	$	71,211	$	57,501

(1)	Included in Medallion Bank’s net investments is $852 and $1,203 for purchased loan premium and facility fees at September 30, 2008 and December 31, 2007.

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 September 30, 2008 and December 31, 2007, the net premium on investment securities totaled $106,000 and $92,000, and $18,000 and ($27,000) was amortized/(accreted) into interest income for the third quarter and nine-months ended September 30, 2008, and $33,000 and $119,000 were amortized in the comparable 2007 periods.

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 September 30, 2008, $1,774,000 of consumer loans, representing less than 1% of consumer loans, and $1,052,000, or 1.07% of commercial loans, were on nonaccrual. 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 immaterial for all periods presented. None of Medallion Bank’s medallion loans were on nonaccrual at September 30, 2008.

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 $80,000 and $317,000 was amortized into interest income in the 2008 third quarter and nine months, and $154,000 and $522,000 was amortized into interest income in the comparable 2007 periods. The premium amount on the balance sheet was $922,000 and $1,239,000 at September 30, 2008 and December 31, 2007. 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.

Page 15 of 62

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 0.25% to 0.55%, 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 September 30, 2008 and December 31, 2007 was $950,000 and $645,000, and $245,000 and $682,000 was amortized to interest expense during the third quarter and nine-months ended September 30, 2008, and $207,000 and $574,000 were amortized in the comparable 2007 periods. 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 September 30,												September 30, 2008		December 31, 2007		Interest Rate ⁽¹⁾
*(Dollars in thousands)*	2009		2010		2011		2012		2013		Thereafter		September 30, 2008		December 31, 2007		Interest Rate ⁽¹⁾
Deposits and fed funds purchased	$	232,452	$	44,640	$	67,534	$	3,500	$	—	$	—	$	348,126	$	299,083	3.98	%

(1)	Weighted average contractual rate as of September 30, 2008.

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 the bank regulators about components, risk weightings, and other factors.

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, 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 $6,000,000, contributed over the 2008 nine months , and $1,300,000 in the 2007 nine months. Separately, Medallion Bank paid dividends to the Company of $4,000,000 and $3,250,000 in the 2008 and 2007 nine months. 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.

The following table represents Medallion Bank’s actual capital amounts and related ratios as of September 30, 2008 and December 31, 2007, compared to required regulatory minimum capital ratios and the ratio required to be considered well capitalized. As of September 30, 2008, Medallion Bank meets all capital adequacy requirements to which it is subject, and is well-capitalized.


	Regulatory
*(Dollars in Thousands)*	Minimum		Well-capitalized		September 30, 2008			December 31, 2007
Tier I capital	—		—		$	60,805		$	54,869
Total capital	—		—			65,783			59,109
Average assets	—		—			396,861			347,111
Risk-weighted assets	—		—			393,710			336,103
Leverage ratio ⁽¹⁾	4	%	5	%		15.3	%		15.8	%
Tier I capital ratio ⁽²⁾	4		6			15.4			16.3
Total capital ratio ⁽²⁾	8		10			16.7			17.6

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

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

Page 16 of 62

(4) FUNDS BORROWED

The outstanding balances of funds borrowed were as follows:


	Payments Due for the Fiscal Year Ending September 30,												September 30, 2008		December 31, 2007		Interest Rate ⁽¹⁾
*(Dollars in millions)*	2009		2010		2011		2012		2013		Thereafter		September 30, 2008		December 31, 2007		Interest Rate ⁽¹⁾
Revolving lines of credit	$	321,931	$	—	$	—	$	—	$	—	$	—	$	321,931	$	411,449	3.63	%
SBA debentures		—		—		17,985		13,500		19,450		34,315		85,250		77,250	6.05	%
Preferred securities		—		—		—		—		—		33,000		33,000		33,000	7.68	%
Notes payable to banks		5,316		316		10,986		—		—		—		16,618		20,850	5.63	%

Total	$	327,247	$	316	$	28,971	$	13,500	$	19,450	$	67,315	$	456,799	$	542,549	4.45	%

(1)	Weighted average contractual rate as of September 30, 2008.

(A) REVOLVING LINES OF CREDIT

In December 2006, and as renegotiated in December 2007, 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 $248,675,000 was outstanding at September 30, 2008. 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 November 2008 with a term-out to December 2009. The interest rate is a pooled short-term commercial paper rate, which approximates LIBOR (3.93% at September 30, 2008), plus 0.47% with a facility fee of 0.15% on the aggregate Citi line, and prior to December 2007 was plus 0.35% with a facility fee of 0.125%.

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), of which $73,256,000 was outstanding at September 30, 2008. As further amended in June 2008, the commitment was reduced to $150,000,000, to be further reduced to $135,000,000 on September 12, 2008, and the maturity was extended to December 26, 2008, and the rate was adjusted to LIBOR plus 2.00% from September 12, 2008 until maturity, unless outstandings have been reduced to less than $75,000,000, in which case, the rate is LIBOR plus 1.75%. After September 12, 2008, new advances will not be made under the MLB line. Borrowings under the Trust’s revolving line of credit are collateralized by the Trust’s assets. MFC is the servicer of the loans owned by the Trust. The MLB 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. Effective January 2005, the interest rate was generally LIBOR (3.93% at September 30, 2008) plus 0.75% with an unused facility fee of 0.375% on unused amounts up to $250,000,000. The facility fees were $500,000 in September 2006, $200,000 in February 2006, $200,000 in January 2006, $300,000 in September 2005; and $344,000 which was paid in quarterly installments from December 2005 to June 2008.

Based on current market conditions and communications from MLB, we expect that MLB will not extend the credit facility beyond its current maturity date in December 2008. We have available liquidity of $1,325,000 under our revolving credit agreement with Citibank. 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 MLB 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 September 30, 2008, $88,000,000 of commitments had been fully utilized, and $11,500,000 was available for borrowing.

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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 April 2008, certain operating subsidiaries of MFC entered into an aggregate $1,800,000 of note agreements with State Bank of Long Island (SBLI). These agreements are collateralized by certain taxicab medallions owned by Medallion Chicago of which $1,779,000 was outstanding at September 30, 2008. 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 September 30, 2008, $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 is secured by the pledge of short-term, high-quality investment securities held by the Company, and is generally available at 99% of the current fair market value of the securities. The margin loan bears interest at LIBOR (3.93% at September 30, 2008) plus 0.35%. As of September 30, 2008, $0 had been drawn down under this margin loan.

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 $5,494,000 was outstanding at September 30, 2008. 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 $4,345,000 was outstanding at September 30, 2008. 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 $40,000 are due monthly, with the balance due at maturity.

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 by New York Commercial Bank to August 1, 2009. 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 Trust, any draws being payable from the receipt of proceeds from the sale. The line bears interest at the prime rate (5.00% at September 30, 2008) minus 0.25%, payable monthly. As of September 30, 2008, $0 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 December 31, 2008 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 (3.93% at September 30, 2008) plus 2.0% with no unused fee, and prior to that was at the prime rate, and was subject to an unused fee of 0.125%. As of September 30, 2008, $5,000,000 had been drawn down under this line.

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(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.

(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 September 30, 2008, 298,898 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 September 30, 2008, 37,000 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 1996 Stock Option Plan and 1996 Director Plan terminated on May 21, 2006 and no additional shares are available for future issuance. At September 30, 2008, 1,707,921 shares of the Company’s common stock were outstanding under the 1996 and 2006 plans, of which 1,176,596 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 $1.13 per share for the nine months ended September 30, 2008, and was $1.93 per share for the nine months ended June 30, 2007. The following assumptions were used for the shares granted during 2008 and 2007.


	Three Months Ended September 30,			Nine Months Ended September 30,
	2008	2007		2008		2007
Risk free interest rate	NA	4.31	%	3.00	%	4.92	%
Expected dividend yield	NA	8.00		8.00		8.00
Expected life of option in years	NA	5.57		6.00		5.88
Expected volatility⁽¹⁾	NA	35.00		30.00		35.00

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

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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 year ended December 31, 2007, and for the three and nine months ended September 30, 2008.


	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	(102,650	)		3.87-8.51		6.30

Outstanding at December 31, 2007	1,468,055			3.50-29.25		11.12
Granted	41,166			9.99		9.99
Cancelled	(13,502	)		6.71-11.21		11.21
Exercised	(4,500	)		4.85		4.85

Outstanding at March 31, 2008	1,491,219			3.50-29.25		11.11
Granted	346,586			9.22-9.24		9.22
Cancelled	(55,316	)		6.50-29.25		27.14
Exercised	(36,550	)		3.87-6.87		6.04

Outstanding at June 30, 2008	1,745,939			3.50-18.75		10.33
Granted	—			—		—
Cancelled	(23,018	)		9.22-13.75		13.51
Exercised⁽¹⁾	(15,000	)		3.87-7.03		5.77

Outstanding at September 30, 2008⁽²⁾	1,707,921		$	3.50-18.75	$	10.33

Options exercisable at September 30, 2008⁽²⁾	1,176,596		$	3.50-18.75	$	10.57

(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 $66,000 and $225,000 for the 2008 third quarter and nine months, and was $31,000 and $430,000 for the comparable 2007 periods.

(2)	The aggregate intrinsic value, which represents the difference between the price of the Company’s common stock at September 30, 2008 and the related exercise price of the underlying options, was $2,997,000 for outstanding options and $2,509,000 for exercisable options as of September 30, 2008.

The following table presents the activity for the unvested options outstanding under the plan for the three and nine months ended September 30, 2008.


	Number of Options		Exercise Price Per Share		Weighted Average Exercise Price
Outstanding at December 31, 2007	261,865		$	8.51-13.06	$	11.08
Granted	41,166			9.99		9.99
Cancelled	(13,500	)		11.21		11.21
Vested	(21,861	)		11.21-13.06		11.24

Outstanding at March 31, 2008	267,670			8.51-13.06		10.89
Granted	346,586			9.22-9.24		9.22
Cancelled	(1,566	)		9.22		9.22
Vested	(72,665	)		8.51-13.06		10.81

Outstanding at June 30, 2008	540,025			8.51-13.06		9.83
Granted	—			—		—
Cancelled	(1,200	)		9.22		9.22
Vested	(7,500	)		11.21-13.06		12.44

Outstanding at September 30, 2008	531,325		$	8.51-13.06	$	9.80

The fair value of the options vested was $0 and $4,000 for the 2008 third quarter and nine months.

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The following table summarizes information regarding options outstanding and options exercisable at September 30, 2008 under the 1996 and 2006 Stock Option Plans and the 1996 and 2006 Director Plans.


	Options Outstanding				Options Exercisable
	Weighted average				Weighted average
Range of Exercise Prices	Shares at September 30, 2008	Remaining contractual life in years	Exercise price		Shares at September 30, 2008	Remaining contractual life in years	Exercise price
$ 3.50-5.51	382,650	3.79	$	4.91	382,650	3.79	$	4.91
6.89-13.06	992,489	7.70		10.16	461,164	6.13		10.57
14.25-15.56	42,848	1.45		14.71	42,848	1.45		14.71
17.25-18.75	289,934	0.68		17.41	289,934	0.68		17.41

$ 3.50-18.75	1,707,921	5.47		10.33	1,176,596	3.85		10.57

(6) SEGMENT REPORTING

We have one business segment, our lending and investing operations. This segment originates and services medallions, secured commercial, and consumer loans, and invests in both marketable and nonmarketable securities.

(7) NONINTEREST INCOME AND OTHER OPERATING EXPENSES

The major components of noninterest income were as follows:


	Three Months Ended September 30,				Nine Months Ended September 30,
*(Dollars in thousands)*	2008		2007		2008		2007
Servicing fees	$	413	$	363	$	1,169	$	1,049
Prepayment penalties		207		134		1,119		244
Late charges		80		60		260		189
Other		95		91		360		215

Total noninterest income	$	795	$	648	$	2,908	$	1,697

Prepayment penalties increased in the 2008 third quarter and nine months compared to the 2007 third quarter and nine months due to early payoff of several large loans, including $550,000 received in the 2008 nine months. The 2008 increases in servicing fees resulted from more loans being serviced for Medallion Bank. The increase in late charges was attributed to higher payoffs and refinances in 2008.

The major components of other operating expenses were as follows:


	Three Months Ended September 30,						Nine Months Ended September 30,
*(Dollars in thousands)*	2008			2007			2008		2007
Miscellaneous taxes	$	(8	)	$	(73	)	$	535	$	281
Travel, meals, and entertainment		140			130			426		411
Office expense		90			100			324		412
Depreciation and amortization		95			104			293		318
Directors fees		127			75			316		225
Utilities and communication		106			71			232		205
Insurance		34			71			164		222
Loan collection costs		38			92			118		181
Other expenses		122			124			632		441

Total operating expenses	$	744		$	694		$	3,040	$	2,696

Miscellaneous tax credits decreased in the 2008 third quarter compared to the same period in 2007 due to a franchise tax refund of $113,000 received in the third quarter of 2007. Higher miscellaneous taxes for the nine months ended 2008 compared to the same period last year reflected higher franchise taxes incurred from the sale of foreclosed properties in 2008. Office expense decreased in 2008 due to expenses incurred for repairs done and asset disposals in 2007. Depreciation and amortization decreased as more assets became fully depreciated. Directors fees increased due to higher fees paid and expense reimbursements. Other expenses increased for the nine months ending 2008 over the same period in 2007 due to overall slight increase in miscellaneous expenses such as advertising, referral, and dues and subscriptions in the current year and lower other operating expenses and operating losses in 2007.

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(8) SELECTED FINANCIAL RATIOS AND OTHER DATA

The following table provides selected financial ratios and other data:


	Three Months Ended September 30,						Nine Months Ended September 30,
*(Dollars in thousands, except per share data)*	2008			2007			2008			2007
Net share data:
Net asset value at the beginning of the period	$	9.95		$	9.80		$	9.86		$	9.73
Net investment income		0.19			0.09			0.60			0.16
Income tax (provision) benefit		—			—			—			—
Net realized gains (losses) on investments		0.01			0.01			(0.22	)		0.68
Net change in unrealized appreciation (depreciation) on investments		0.03			0.10			0.32			(0.18	)

Net increase in net assets resulting from operations		0.23			0.20			0.70			0.66
Issuance of common stock		—			0.01			—			—
Distribution of net investment income		(0.19	)		(0.19	)		(0.57	)		(0.26	)
Distribution of net realized gains on investments		—			—			—			(0.31	)
Other		—			0.01			—			0.01

Total increase (decrease) in net asset value		0.04			0.03			0.13			0.10

Net asset value at the end of the period ⁽¹⁾	$	9.99		$	9.83		$	9.99		$	9.83

Per share market value at beginning of period	$	9.42		$	11.83		$	10.02		$	12.37
Per share market value at end of period		10.47			10.89			10.47			10.89
Total return ⁽²⁾		52	%		(19	)%		14	%		(10	)%

Ratios/supplemental data
Average net assets	$	174,728		$	171,430		$	173,881		$	171,072
Total expense ratio ⁽³⁾		21	%		29	%		24	%		28	%
Operating expenses to average net assets		9			10			10			11
Net investment income after taxes to average net assets		7.80			3.60			8.18			2.17

(1)	Includes $0.39 and $0.18 of undistributed net investment income per share and $0.00 and $0.00 of undistributed net realized gains per share as of September 30, 2008 and 2007.

(2)	Total return is calculated by dividing the change in market value of a share of common stock during the period, assuming the reinvestment of dividends on the payment date, by the per share market value at the beginning of the period.

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

(9) RECENTLY ISSUED ACCOUNTING STANDARDS

In October 2008, the FASB issued FSP FAS 157-3, “Determining the Fair Value of a Financial Asset When the Market for That Asset Is Not Active”. The FSP clarifies the application of SFAS No. 157, “Fair Value Measurement”, and provides an example to illustrate key considerations in determining the fair value of a financial asset when the market for that financial asset is not active. The FSP is effective upon issuance, including for prior periods for which financial statements have not been issued. Revisions resulting from a change in the valuation technique or its application should be accounted for as a change in accounting estimate; however, the disclosure provisions for a change in accounting estimate are not required for revisions resulting from a change in valuation technique or its application. We do not believe that this pronouncement will have an impact on our financial condition or results of operations.

In May 2008, the FASB issued SFAS No. 162, “The Hierarchy of Generally Accepted Accounting Principles” (“SFAS 162”). SFAS 162 identifies a consistent framework, for selecting accounting principles to be used in preparing financial statements that are presented in conformity with US generally accepted accounting principles for nongovernmental entities (the Hierarchy). The Hierarchy is consistent with that previously defined in the American Institute of Certified Public Accountants Statement on Auditing Standards No. 69, “The Meaning of Present Fairly in Conformity With Generally Accepted Accounting Principles” (“SAS 69”). SFAS 162 is effective 60 days following the SEC’s approval of the Public Company Accounting Oversight Board amendments to AU Section 411, “The Meaning of Present Fairly in Conformity With Generally Accepted Accounting Principles.” The adoption of SFAS 162 will not have a material effect on the consolidated financial statements because the Company has utilized the guidance within SAS 69.

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other US generally accepted accounting principles. FAS 142-3 is effective for fiscal years beginning after December 15, 2008. Earlier application is not permitted. The Company believes the impact of adopting FAS 142-3 will not have a material effect on the consolidated financial statements.

In March 2008, the FASB issued SFAS No. 161, “Disclosures about Derivative Instruments and Hedging Activities” (“SFAS 161”). SFAS 161 requires specific disclosures regarding the location and amounts of derivative instruments in the Company’s financial statements; how derivative instruments and related hedged items are accounted for; and how derivative instruments and related hedged items affect the Company’s financial position, financial performance, and cash flows. SFAS 161 is effective for financial statements issued and for fiscal years and interim periods after November 15, 2008. Early application is permitted. We do not believe that this pronouncement will have an impact on our financial condition or results of operations.

In December 2007, the FASB issued SFAS No. 160, “Noncontrolling Interests in Consolidated Financial Statements – an amendment of ARB No. 51”, which establishes accounting and reporting standards for the noncontrolling interest in a subsidiary and for the deconsolidation of a subsidiary by clarifying that a noncontrolling interest in a subsidiary is an ownership interest in the consolidated entity that should be reported as a component of equity. It requires that changes in a parent’s ownership interest while the parent retains its controlling interest be accounted for as equity transactions and any retained noncontrolling equity investment upon the deconsolidation of a subsidiary be initially measured at fair value. SFAS No. 160 is effective for fiscal years beginning on or after December 15, 2008 and shall be applied prospectively, except for the presentation and disclosure requirements which shall be applied retrospectively. We do not believe that this pronouncement will have an impact on our financial condition or results of operations.

In December 2007, the FASB issued SFAS No. 141R (revised 2007), “Business Combinations” which establishes principles and requirements on how an acquirer recognizes and measures in its financial statements the identifiable assets acquired, liabilities assumed, and any noncontrolling interest in the acquiree at the acquisition date fair value, as well as the recognition and measurement of goodwill acquired in a business combination. SFAS No. 141R also requires certain disclosures to enable users of the financial statements to evaluate the nature and financial effects of the business combination. Acquisition costs associated with the business combination will generally be expensed as incurred. SFAS No. 141R is effective prospectively to business combinations in fiscal years beginning on or after December 15, 2008. We do not believe that this pronouncement will have an impact on our financial condition or results of operations.

(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 certain portfolio investment companies. Officer salaries are set by the Board of Directors of the Company.

A member of the Board of Directors of the Company since 1996 was also of counsel in the Company’s primary law firm. Amounts paid to the law firm were approximately $47,000, and $286,000 for the three months ended September 30, 2008 and 2007, and were $164,000 and $742,000 for the comparable nine months.

At September 30, 2008 and 2007 we serviced $178,333,000 and $158,969,000 in 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.


	Three Months Ended September 30,				Nine Months Ended September 30,
*(Dollars in thousands)*	2008		2007		2008		2007
Servicing fees	$	388	$	348	$	1,089	$	1,008
Loan origination fees		147		126		452		338
Reimbursement of operating expenses		56		41		143		133
Interest income		1		2		4		5

Total other income	$	592	$	517	$	1,688	$	1,484

SPAC

Included in investments in controlled subsidiaries is $6,592,000 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 will allow it to acquire 5,900,000 additional shares of common stock in the future under various conditions

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and restrictions. If the SPAC is unable to consummate an approved business combination within 24 months of the IPO, the Company’s entire investment in the SPAC will become worthless as all the assets of the SPAC will be used to repay the public stockholders.

The Company has entered into a consulting agreement with ProEminent Sports, LLC, whose principal acts as a consultant to the Company for sports related investments and, included within the scope of his duties, also provides services to the SPAC, including serving as its Chief Executive Officer, and assisting generally with the SPAC’s offering and business combination. The Company pays ProEminent Sports a monthly fee of $20,000. Following a business combination, in the event the CEO is not offered employment or a board position with the SPAC, the Company has agreed to continue the consulting arrangement for at least an additional twelve months. The Company had previously entered into a consulting agreement with Game Plan, LLC which was terminated as of June 1, 2008 when the SPAC entered into its own consulting agreement with Game Plan. The Company had paid Game Plan a monthly fee of $10,000.

The Company has 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. In addition, the Company, as the primary sponsor of the SPAC, may advance additional funds for operational and acquisition-related purposes, which may be repaid from the ultimate disposition of the Company’s equity investment in the SPAC.

Certain of the Company’s officers and directors also serve 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. Up to $375,000 of this may be repayable upon completion of the offering or December 26, 2008, whichever is first. Prior to the offering, the Company will purchase warrants for $4,125,000 from SPAC 2 in a private placement which will allow it to acquire 4,125,000 additional shares of common stock. After the offering, the Company will own approximately 17% of SPAC 2’s outstanding shares. If SPAC 2 is unable to consummate an approved business combination within 24 months of its offering, the Company’s entire investment in SPAC 2 will become worthless as all of the assets of SPAC 2 will be used to repay the public stockholders.

The Company will also agree to indemnify SPAC 2 in the event of SPAC 2’s liquidation for all claims of any vendors, service providers, or other entities that are owed money by SPAC 2 for services rendered or contracted for, or for products sold to SPAC 2, including claims of any prospective acquisition targets. In addition, the Company, as the majority owner of SPAC 2, may advance additional funds for operational and acquisition-related purposes, which may be repaid from the proceeds of the offering or the ultimate disposition of the Company’s equity investment in SPAC 2.

Certain of the Company’s officers and directors also serve as officers and directors of SPAC 2, and in that role will enter into agreements with SPAC 2 and its underwriter(s) to present to SPAC 2, prior to presentation to any other person or entity, opportunities to acquire entities, until the earlier of SPAC 2’s consummation of a business combination, SPAC 2’s liquidation, or until such time as they cease to be an officer or director of SPAC 2. The Company will also enter into a similar agreement.

(11) FAIR VALUE OF ASSETS AND LIABILITIES

Medallion adopted the provisions of SFAS No. 157 in the 2008 first quarter. SFAS No. 157 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. Medallion 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 2 sections “Fair Value of Assets and Liabilities” and “Investment Valuation” for a description of our valuation methodology which is unchanged during 2008.

In accordance with SFAS No. 157, Medallion 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).

Page 24 of 62

As required by SFAS No. 157, 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).

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 Medallion 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 table presents Medallion’s fair value hierarchy for those assets and liabilities measured at fair value on a recurring basis as of September 30, 2008.


*(Dollars in Millions)*	Level 1		Level 2		Level 3		Total
Assets
Medallion loans	$	—	$	—	$	411,693	$	411,693
Commercial loans		—		—		94,830		94,830
Investment in Medallion Bank and other controlled subsidiaries		—		3,650		67,561		71,211
Equity investments		242		—		4,420		4,662
Other assets		—		25,870		759		26,629

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.

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The following table provides a summary of changes in fair value of Medallion’s level 3 financial assets and liabilities for the quarter and nine months ended September 30, 2008.


			Total Realized and Unrealized Gains (Losses) Included in Income
*(Dollars in Millions)*	June 30, 2008		Appreciation (Depreciation) on Investments			Other Revenue		Interest		Total			Purchases, Issuances and Settlements			Transfers In (Out)		September 30, 2008
Assets
Medallion loans	$	401,751	$	18		$	—	$	—	$	18		$	9,924		$	—	$	411,693
Commercial loans		99,771		(1,542	)		—		—		(1,542	)		(3,399	)		—		94,830
Investment in Medallion Bank and other controlled subsidiaries		65,271		136			—		—		136			2,154			—		67,561
Equity investments		4,654		(601	)		—		—		—			367			—		4,420
Other assets		653		—			—		—		—			106			—		759


			Total Realized and Unrealized Gains (Losses) Included in Income
*(Dollars in Millions)*	December 31, 2007⁽¹⁾		Appreciation (Depreciation) on Investments			Other Revenue		Interest		Total			Purchases, Issuances and Settlements			Transfers In (Out)⁽¹⁾			September 30, 2008
Assets
Medallion loans	$	498,883	$	15		$	—	$	—	$	15		$	(87,205	)	$	—		$	411,693
Commercial loans		91,782		(1,967	)		—		—		(1,967	)		5,015			—			94,830
Investment in Medallion Bank and other controlled subsidiaries		53,871		(396	)		—		—		(396	)		13,444			642			67,561
Equity investments		4,530		(601	)		—		—		(601	)		491			—			4,420
Other assets		1,146		—			—		—		—			255			(642	)		759

(1)	The SPAC was reclassified during the nine months ended September 30, 2008 from other assets to investment in controlled subsidiaries upon consummation of the initial public offering of the SPAC’s common stock.

(12) SUBSEQUENT EVENTS

On October 30, 2008, the Company’s board of directors declared a $0.19 per share common stock dividend, payable on December 12, 2008 to shareholders of record on November 21, 2008.

On October 29, 2008, Medallion Bank purchased approximately $26,000,000 of medallion loans from Elk Associates Funding Corporation (Elk) for par, funded by cash on hand.

On October 10, 2008, FSVC issued an additional $3,000,000 of debentures to the SBA under its existing commitment. The debentures currently bear interest at 5.70%, payable in March 2009, at which time they will be pooled by the SBA, repriced, and termed until March 2019.

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

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 10%, and our commercial loan portfolio at a compound annual growth rate of 7% (12% and 14% on a managed basis 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 18%. Total assets under our management, which includes assets serviced for third party investors and managed by unconsolidated portfolio companies, were $1,048,705,000 as of September 30, 2008 and $1,002,491,000 as of September 30, 2007, and have grown at a compound annual growth rate of 14% from $215,000,000 at the end of 1996. Since our initial public offering in 1996, we have paid dividends in excess of $128,200,000 or $8.34 per share.

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

•

Medallion Funding, an SBIC and a RIC, our primary taxicab lending company;

•

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

•

Freshstart, an SBIC and a RIC, which originates and services taxicab medallion and commercial loans.

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 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 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 on 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.

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.

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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, investment securities, and equity investments, and also presents the portfolio information for Medallion Bank, at the dates indicated.


	September 30, 2008					June 30, 2008					March 31, 2008					December 31, 2007					September 30, 2007
*(Dollars in thousands)*	Interest Rate ⁽¹⁾		Investment Balances			Interest Rate ⁽¹⁾		Investment Balances			Interest Rate ⁽¹⁾		Investment Balances			Interest Rate ⁽¹⁾		Investment Balances			Interest Rate ⁽¹⁾		Investment Balances
Medallion loans
New York	6.06	%	$	310,269		6.12	%	$	308,898		6.48	%	$	380,870		6.91	%	$	399,955		6.95	%	$	396,295
Boston	7.74			32,907		8.17			31,696		8.38			32,348		8.44			32,446		8.40			34,189
Chicago	7.16			28,547		7.38			23,637		7.30			27,459		7.43			33,008		7.33			36,136
Newark	8.23			27,529		8.31			25,759		8.39			24,367		8.40			22,058		8.40			21,386
Cambridge	7.65			5,199		7.80			5,097		8.49			4,695		8.41			5,174		8.32			8,198
Other	7.40			6,749		7.72			6,161		7.65			5,405		7.58			5,481		7.59			5,535

Total medallion loans	6.46			411,200		6.54			401,248		6.79			475,144		7.13			498,122		7.16			501,739

Deferred loan acquisition costs				493					503					737					798					825
Unrealized depreciation on loans				—					—					(72	)				(37	)				(41	)

Net medallion loans			$	411,693				$	401,751				$	475,809				$	498,883				$	502,523

Commercial loans
Secured mezzanine	14.24	%	$	65,177		14.22	%	$	63,425		14.09	%	$	59,187		14.19	%	$	59,152		14.10	%	$	58,909
Asset based	6.47			17,234		6.47			21,591		6.92			22,344		8.91			19,870		9.83			19,517
Other secured commercial	8.42			16,000		8.18			16,671		8.29			17,970		9.05			19,256		9.08			19,003

Total commercial loans	11.93			98,411		11.59			101,687		11.43			99,501		12.12			98,278		12.27			97,429

Deferred loan acquisition costs				(138	)				(104	)				(55	)				(64	)				(92	)
Unrealized depreciation on loans				(3,443	)				(1,812	)				(6,752	)				(6,432	)				(3,549	)

Net commercial loans			$	94,830				$	99,771				$	92,694				$	91,782				$	93,788

Investment in Medallion Bank and other controlled subsidiaries, net	8.65	%	$	71,211		8.97	%	$	68,921		9.46	%	$	65,842		13.79	%	$	57,501		10.85	%	$	55,282

Equity investments	4.45	%	$	2,635		5.09	%	$	2,268		5.69	%	$	2,484		4.70	%	$	2,138		4.18	%	$	2,138

Unrealized appreciation on equities				2,027					2,651					2,619					2,742					2,098

Net equity investments			$	4,662				$	4,919				$	5,103				$	4,880				$	4,236

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

Investments at cost	7.64	%	$	583,457		7.72	%	$	574,124		7.77	%	$	642,971		8.45	%	$	656,039		8.22	%	$	656,588

Deferred loan acquisition costs				355					399					682					734					733
Unrealized appreciation on equities				2,027					2,651					2,619					2,742					2,098
Unrealized depreciation on loans				(3,443	)				(1,812	)				(6,824	)				(6,469	)				(3,590	)

Net investments ⁽²⁾			$	582,396				$	575,362				$	639,448				$	653,046				$	655,829

Medallion Bank investments
Consumer loans	18.38	%	$	186,691		18.50	%	$	172,996		18.52	%	$	149,808		18.54	%	$	139,972		18.54	%	$	139,069
Commercial loans	7.23			97,972		7.22			91,354		7.43			87,687		9.14			88,785		10.12			75,375
Medallion loans	5.92			90,982		5.96			89,156		6.35			85,362		6.72			87,891		6.76			87,486
Investment securities	5.11			19,614		4.31			21,074		4.43			18,097		4.82			21,707		5.18			23,415

Medallion Bank investments at cost	12.09			395,259		11.96			374,580		11.87			340,954		12.12			338,355		12.46			325,345

Deferred loan acquisition costs				5,807					5,430					4,588					4,569					4,453
Unrealized appreciation(depreciation) on investment securities				10					(185	)				177					39					(224	)
Premiums paid on purchased securities				106					125					149					91					112
Unrealized depreciation on loans				(9,885	)				(8,696	)				(7,705	)				(7,311	)				(7,181	)

Medallion Bank net investments ⁽²⁾			$	391,297				$	371,254				$	338,163				$	335,743				$	322,505

(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 9.61%, 9.57%, 9.28%, 9.57%, and 9.68% at September 30, 2008, June 30, 2008, March 31, 2008, December 31, 2007, and September 30, 2007.

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Investment Activity

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


	Three Months Ended September 30,						Nine Months Ended September 30,
*(Dollars in thousands)*	2008			2007			2008			2007
Net investments at beginning of period	$	575,362		$	632,288		$	653,046		$	592,933
Investments originated		71,374			106,158			240,644			273,433
Repayments of investments		(62,243	)		(83,354	)		(308,142	)		(214,564	)
Net realized gains (losses) on investments ⁽¹⁾		108			287			(5,255	)		12,140
Net increase in unrealized appreciation (depreciation) ⁽²⁾		(2,120	)		529			1,812			(7,739	)
Transfers from other assets		—			—			642			—
Amortization of origination costs		(85	)		(79	)		(351	)		(374	)

Net increase (decrease) in investments		7,034			23,541			(70,650	)		62,896

Net investments at end of period	$	582,396		$	655,829		$	582,396		$	655,829

(1)	Excludes net realized gains of $0 and $1,386 for the third quarter and nine months ended September 30, 2008, and $0 and $0 for the comparable 2007 periods, related to foreclosed properties, which are carried in other assets on the consolidated balance sheet.

(2)	Excludes net unrealized appreciation of $2,705 and $3,827 for the third quarter and nine months ended September 30, 2008, and $1,231 and $4,476 for the comparable 2007 periods, related to foreclosed properties, which are carried in other assets on the consolidated balance sheet.

PORTFOLIO SUMMARY

Total Portfolio Yield

The weighted average yield of the total portfolio at September 30, 2008 was 7.64% (7.52% for the loan portfolio), a decrease of 79 basis points from 8.43% at December 31, 2007, and a decrease of 78 basis points from 8.42% at September 30, 2007. The weighted average yield of the total managed portfolio at September 30, 2008 was 9.39%, (9.61% for the loan portfolio), a decrease of 2 basis points from 9.41% at December 31, 2007, and a decrease of 11 basis points from 9.50% at September 30, 2007. The decreases reflect the fall in interest rates due to Fed rate cuts. Managed portfolio yields were helped by the inclusion and growth of the high-yield consumer loan portfolio. We expect to try to increase the percentage of commercial loans in the total portfolio, the origination of floating and adjustable-rate loans, and the level of non-New York medallion loans to enhance our yields. Additionally, Medallion Bank expects to try to increase the percentage of consumer loans originated for the managed portfolio to increase our overall returns.

Medallion Loan Portfolio

Our medallion loans comprised 71% of the net portfolio of $582,396,000 at September 30, 2008 compared to 76% of the net portfolio of $653,046,000 at December 31, 2007, and 77% of $655,829,000 at September 30, 2007. Our managed medallion loans of $502,372,000 comprised 55% of the net managed portfolio of $912,976,000 compared to 63% of the net managed portfolio of $934,955,000 at December 31, 2007, and 64% of $928,235,000 at September 30, 2007. The medallion loan portfolio decreased by $87,190,000 or 17% in 2008 ($84,126,000 or 14% on a managed basis), primarily reflecting loan payoffs, refinance, and the sale of participation interests to third parties. Total medallion loans serviced for third parties were $66,600,000, $4,443,000, and $4,764,000 at September 30, 2008, December 31, 2007, and September 30, 2007.

The weighted average yield of the medallion loan portfolio at September 30, 2008 was 6.46%, a decrease of 67 basis points from 7.13% at December 31, 2007, and a decrease of 70 basis points from 7.16% at September 30, 2007. The weighted average yield of the managed medallion loan portfolio at September 30, 2008 was 6.36%, a decrease of 71 basis points from 7.07% at December 31, 2007, and a decrease of 74 basis points from 7.10% at September 30, 2007. The decrease in yield primarily reflected the impact of falling interest rates in the economy and the effects of borrower refinancings. At September 30, 2008, 25% of the medallion loan portfolio represented loans outside New York, compared to 20% at December 31, 2007 and 21% at September 30, 2007. At September 30, 2008, 22% of the managed medallion loan portfolio represented loans outside New York, compared to 17% at December 31, 2007 and 18% at September 30, 2007. We continue to focus our efforts on originating higher yielding medallion loans outside the New York market.

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Commercial Loan Portfolio

Our commercial loans represented 16%, 14%, and 14% of the net investment portfolio as of September 30, 2008, December 31, 2007, and September 30, 2007 and were 21%, 19%, and 18% on a managed basis for each period. Commercial loans increased by $3,047,000 or 3% during 2008 ($11,933,000 or 7% on a managed basis), reflecting growth in the asset-based and mezzanine loan portfolios, offset by reductions in other secured commercial loans. Net commercial loans serviced by third parties were $12,838,000 at September 30, 2008, compared to $12,643,000 at December 31, 2007, and $473,000 of loans serviced for third parties at September 30, 2007.

The weighted average yield of the commercial loan portfolio at September 30, 2008, was 11.93%, a decrease of 19 basis points from 12.12% at December 31, 2007 and 34 basis points from 12.27% at September 30, 2007. The weighted average yield of the managed commercial loan portfolio at September 30, 2008 was 9.59%, a decrease of 111 basis points from 10.70% at December 31, 2007, and 174 basis points from 11.33% at September 30, 2007. 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 September 30, 2008, variable-rate loans represented approximately 24% of the commercial portfolio, compared to 28% at both December 31, 2007 and September 30, 2007, and were 58%, 57%, and 56% 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 Portfolio

Our managed consumer loans, all of which are held in the portfolio managed by Medallion Bank, represented 20% of the managed net investment portfolio as of September 30, 2008, compared to 15% at December 31, 2007 and 15% at September 30, 2007. Medallion Bank started originating new adjustable rate consumer loans during the 2004 third quarter. Recreational vehicles, boats, motorcycles and trailers located in all 50 states collateralize the loans. 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 18.38% at September 30, 2008, compared to 18.54% and 18.54% at December 31, 2007 and September 30, 2007. Amortization of the portfolio purchase premium reduced the yield by an average of 0.18%, 0.51%, and 0.45%, for the respective quarters. Adjustable rate loans represented 91% of the managed consumer portfolio at September 30, 2008, December 31, 2007, and September 30, 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.

Page 30 of 62

The following table shows the trend in loans 90 days or more past due:


	September 30, 2008				June 30, 2008				March 31, 2008				December 31, 2007				September 30, 2007
*(Dollars in thousands)*	Amount		%⁽¹⁾		Amount		%⁽¹⁾		Amount		%⁽¹⁾		Amount		%⁽¹⁾		Amount		%⁽¹⁾
Medallion loans	$	592	0.1	%	$	1,926	0.4	%	$	1,953	0.4	%	$	3,519	0.6	%	$	3,415	0.6	%

Commercial loans
Secured mezzanine		200	—			200	—			200	—			2,819	0.5			4,117	0.7
Asset-based receivable		—	—			—	—			—	—			—	—			—	—
Other secured commercial		197	—			209	—			492	0.1			1,195	0.2			1,457	0.2

Total commercial loans		397	0.1			409	0.1			692	0.1			4,014	0.7			5,574	0.9

Total loans 90 days or more past due	$	989	0.2	%	$	2,335	0.5	%	$	2,645	0.5	%	$	7,533	1.3	%	$	8,989	1.5	%

Total Medallion Bank loans	$	1,305	0.3	%	$	728	0.2	%	$	670	0.2	%	$	1,036	0.3	%	$	769	0.3	%

Total managed loans 90 days or more past due	$	2,294	0.3	%	$	3,063	0.4	%	$	3,315	0.4	%	$	8,569	0.9	%	$	9,758	1.1	%

(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 substantially contributed to the sizable reduction in overall delinquencies. The decrease in medallion delinquencies resulted from a renegotiation with a past due relationship. Secured mezzanine financing delinquencies decreased primarily as a result of debt restructuring and chargeoffs of previously delinquent loans over the last year. Medallion Bank experienced higher delinquencies due to bankruptcies and job losses, resulting from the current state of the economy. 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, 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.

Page 31 of 62

The following tables set forth the changes in our unrealized appreciation (depreciation) on investments, other than investments in controlled subsidiaries, for the 2008 and 2007 periods shown below.


*(Dollars in thousands)*	Loans			Equity Investments			Foreclosed Properties			Total
Balance December 31, 2007	$	(6,469	)	$	2,742		$	8,341		$	4,614
Increase in unrealized
Appreciation on investments		—			—			1,670			1,670
Depreciation on investments		(500	)		(123	)		(150	)		(773	)
Reversal of unrealized appreciation (depreciation) related to realized
Gains on investments		—			—			(1,260	)		(1,260	)
Losses on investments		145			—			—			145

Balance March 31, 2008		(6,824	)		2,619			8,601			4,396
Increase in unrealized
Appreciation on investments		—			—			1,002			1,002
Depreciation on investments		(73	)		32			—			(41	)
Reversal of unrealized appreciation (depreciation) related to realized
Gains on investments		—			—			(140	)		(140	)
Losses on investments		5,085			—			—			5,085

Balance June 30, 2008		(1,812	)		2,651			9,463			10,302
Increase in unrealized
Appreciation on investments		—			(601	)		2,505			1,904
Depreciation on investments		(1,631	)		(23	)		200			(1,454	)
Reversal of unrealized appreciation (depreciation) related to realized
Gains on investments		—			—			—			—
Losses on investments		—			—			—			—

Balance September 30, 2008	$	(3,443	)	$	2,027		$	12,168		$	10,752


*(Dollars in thousands)*	Loans			Equity Investments			Foreclosed Properties			Total
Balance December 31, 2006	$	(3,056	)	$	2,113		$	947		$	4
Increase in unrealized
Appreciation on investments		—			49			1,920			1,969
Depreciation on investments		(63	)		(12	)		(73	)		(148	)
Reversal of unrealized appreciation (depreciation) related to realized
Gains on investments		—			(1,100	)		—			(1,100	)
Losses on investments		1			—			—			1
Other		—			(4	)		—			(4	)

Balance March 31, 2007		(3,118	)		1,046			2,794			722
Increase in unrealized
Appreciation on investments		—			628			1,511			2,139
Depreciation on investments		(1,142	)		(106	)		(87	)		(1,335	)
Reversal of unrealized appreciation (depreciation) related to realized
Gains on investments		—			(189	)		—			(189	)
Losses on investments		810			—			—			810

Balance June 30, 2007		(3,450	)		1,379			4,218			2,147
Increase in unrealized
Appreciation on investments		—			729			1,231			1,960
Depreciation on investments		(152	)		62			(1	)		(91	)
Reversal of unrealized appreciation (depreciation) related to realized
Gains on investments		—			(72	)		—			(72	)
Losses on investments		12			—			—			12
Other		—			—			(231	)		(231	)

Balance September 30, 2007	$	(3,590	)	$	2,098		$	5,217		$	3,725

Page 32 of 62

The following table presents credit-related information for the investment portfolios as of the quarters ended:


*(Dollars in thousands)*	September 30, 2008			June 30, 2008			March 31, 2008			December 31, 2007			September 30, 2007
Total loans
Medallion loans	$	411,693		$	401,751		$	475,809		$	498,883		$	502,523
Commercial loans		94,830			99,771			92,694			91,782			93,788

Total loans		506,523			501,522			568,503			590,665			596,311
Investment in Medallion Bank and other controlled subsidiaries		71,211			68,921			65,842			57,501			55,282
Investment securities		—			—			—			—			—
Equity investments ⁽¹⁾		4,662			4,919			5,103			4,880			4,236

Net investments	$	582,396		$	575,362		$	639,448		$	653,046		$	655,829

Net investments at Medallion Bank and other controlled subsidiaries	$	391,297		$	371,254		$	338,163		$	335,743		$	322,505
Managed net investments	$	912,976		$	888,256		$	921,940		$	934,955		$	927,805

Unrealized appreciation (depreciation) on investments
Medallion loans	$	—		$	—		$	(72	)	$	(37	)	$	(41	)
Commercial loans		(3,443	)		(1,812	)		(6,752	)		(6,432	)		(3,549	)

Total loans		(3,443	)		(1,812	)		(6,824	)		(6,469	)		(3,590	)
Investment in Medallion Bank and other controlled subsidiaries ⁽²⁾		—			—			—			—			—
Investment securities		—			—			—			—			—
Equity investments		2,027			2,651			2,619			2,742			2,098

Total unrealized appreciation (depreciation) on investments ⁽²⁾	$	(1,416	)	$	839		$	(4,205	)	$	(3,727	)	$	(1,492	)

Net unrealized depreciation on investments at Medallion Bank and other controlled subsidiaries	$	(9,875	)	$	(8,881	)	$	(7,528	)	$	(7,272	)	$	(7,405	)
Managed total unrealized depreciation on investments ⁽²⁾	$	(11,291	)	$	(8,042	)	$	(11,733	)	$	(10,999	)	$	(8,897	)

Unrealized appreciation (depreciation) as a % of balances outstanding ⁽³⁾
Medallion loans		—	%		—	%		(0.02	)%		(0.01	)%		(0.01	)%
Commercial loans		(3.50	)		(1.78	)		(6.79	)		(6.54	)		(3.64	)
Total loans		(0.68	)		(0.36	)		(1.19	)		(1.08	)		(0.60	)
Investment in Medallion Bank and other controlled subsidiaries		—			—			—			—			—
Investment securities		—			—			—			—			—
Equity investments		76.92			116.89			105.46			128.22			98.11
Net investments		(0.24	)		0.15			(0.66	)		(0.57	)		(0.23	)

Net investments at Medallion Bank and other controlled subsidiaries		(2.50	)%		(2.37	)%		(2.21	)%		(2.15	)%		(2.28	)%
Managed net investments		(1.23	)%		(0.90	)%		(1.26	)%		(1.17	)%		(0.96	)%

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

(2)	Excludes $1,818, $1,818, $1,878, $1,920, and $2,300 for unrealized appreciation on Medallion Hamptons Holding, a wholly-owned subsidiary at September 30, 2008, June 30, 2008, March 31, 2008, December 31, 2007, and September 30, 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 premium that investments are carried on the books at, relative to their par or gross value.

Page 33 of 62

The following table presents the gain/loss experience on the investment portfolios for the quarters ended September 30, 2008 and 2007.


	Three Months Ended September 30,						Nine Months Ended September 30,
*(Dollars in thousands)*	2008			2007			2008			2007
Realized gains (losses) on loans and equity investments⁽¹⁾
Medallion loans	$	18		$	(13	)	$	(22	)	$	(20	)
Commercial loans		90			11			(4,955	)		(780	)

Total loans		108			(2	)		(4,977	)		(800	)
Investment in Medallion Bank and other controlled subsidiaries		—			—			—			—
Investment securities		—			—			—			—
Equity investments		—			289			(278	)		12,940

Total realized gains (losses) on loans and equity investments		108			287			(5,255	)		12,140

Net realized gains (losses) on investments at Medallion Bank and other controlled subsidiaries		(2,114	)		(1,126	)		(4,483	)		(2,175	)

Total managed realized gains (losses) on loans and equity investments⁽¹⁾	$	(2,006	)	$	(839	)	$	(9,738	)	$	9,965

Realized gains (losses) as a % of average balances outstanding
Medallion loans		0.02	%		(0.01	)%		(0.01	)%		(0.01	)%
Commercial loans		0.35			0.04			(6.46	)		(1.06	)
Total loans		0.08			0.00			(1.21	)		(0.19	)
Investment in Medallion Bank and other controlled subsidiaries		—			—			—			—
Investment securities		—			—			—			—
Equity investments		—			61.31			(15.39	)		467.71
Net investments		0.07			0.18			(1.14	)		2.64

Net investments at Medallion Bank and other controlled subsidiaries		(2.19	)%		(1.41	)%		(1.67	)%		(0.96	)%
Managed net investments		(0.88	)%		(0.37	)%		(1.41	)%		1.53	%

(1)	Does not include $0 and $1,386 of realized gains for the quarter and nine months ended September 30, 2008, and $0 and $0 for the comparable 2007 periods, 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 portfolio:


	Three Months Ended September 30,						Nine Months Ended September 30,
*(Dollars in thousands)*	2008			2007			2008			2007
Net change in unrealized appreciation (depreciation) on investments
Unrealized appreciation	$	(601	)	$	729		$	(601	)	$	1,407
Unrealized depreciation		(1,655	)		(91	)		(2,318	)		(1,415	)
Net unrealized appreciation (depreciation) on investment in Medallion Bank and other controlled subsidiaries		136			(49	)		(499	)		3,094
Realized gains		—			(72	)		—			(11,648	)
Realized losses		—			12			5,230			823
Unrealized gains on foreclosed properties		2,705			1,231			3,827			4,476

Total	$	585		$	1,760		$	5,639		$	(3,263	)

Net realized gains (losses) on investments
Realized gains	$	—		$	72		$	—		$	2,914
Realized losses		—			(12	)		(5,230	)		(823	)
Other gains		—			223			30			10,032
Direct recoveries		108			4			(55	)		17
Realized gains on foreclosed properties		—			—			1,386			—

Total	$	108		$	287		$	(3,869	)	$	12,140

Page 34 of 62

Investment in Medallion Bank and Other Controlled Subsidiaries

Investment in Medallion Bank and other controlled subsidiaries were 12%, 9%, and 8% of our total portfolio at September 30, 2008, December 31, 2007, and September 30, 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 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 $6,000,000, contributed over the 2008 nine months and $1,300,000 in the 2007 nine months. Separately, Medallion Bank paid dividends to the Company of $4,000,000 and $3,250,000 in the 2008 and 2007 nine months. 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.

Equity Investments

Equity investments were 1% of our total portfolio at each of September 30, 2008, December 31, 2007, and September 30, 2007. Equity investments were 1% of our total managed portfolio each of September 30, 2008, December 31, 2007, and September 30, 2007. Equity investments are comprised of common stock, partnership interests, and warrants.

Investment Securities

Investment securities were 0% of our total portfolio at each of September 30, 2008, December 31, 2007, and September 30, 2007. Investment securities were 2% of our total managed portfolio at each of September 30, 2008, December 31, 2007, and September 30, 2007. The investment securities are primarily US Treasuries and/or adjustable-rate mortgage-backed securities purchased by us and 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, and its favorable subsequent renegotiations had the effect of substantially reducing our cost of funds. Most recently, in December 2006, we established an additional medallion lending relationship with Citibank that provides for future growth in the portfolio at generally lower rates than under the existing facility with Merrill Lynch. 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.

Page 35 of 62

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 quarters ended September 30, 2008 and 2007. Average balances have increased, primarily reflecting the funding needs to support the growth in our investment portfolios. The decrease in borrowing costs reflected the downward trend of interest rates in the economy.


	Three Months Ended						Nine Months Ended
*(Dollars in thousands)*	Interest Expense		Average Balance		Average Borrowing Costs		Interest Expense		Average Balance		Average Borrowing Costs
September 30, 2008
Revolving line of credits	$	2,999	$	321,653	3.71	%	$	11,719	$	367,744	4.26	%
SBA debentures		1,311		82,598	6.31			3,812		79,091	6.44
Preferred securities		642		33,000	7.74			1,962		33,000	7.94
Notes payable to banks		179		12,053	5.91			447		10,211	5.85

Total	$	5,131	$	449,304	4.54		$	17,940	$	490,046	4.89

Medallion Bank borrowings	$	3,727	$	335,393	4.42		$	11,042	$	312,486	4.72

Total managed borrowings	$	8,858	$	784,697	4.49		$	28,982	$	802,532	4.82

September 30, 2007
Revolving line of credits	$	6,087	$	385,750	6.26	%	$	17,040	$	372,596	6.12	%
SBA debentures		1,258		77,250	6.46			3,749		77,250	6.49
Preferred securities		672		35,000	7.62			844		14,487	7.79
Notes payable to banks		184		8,994	8.12			728		14,153	6.88
Margin loans		—		—	—			125		2,969	5.62

Total	$	8,201	$	506,994	6.42		$	22,486	$	481,455	6.24

Medallion Bank borrowings	$	3,578	$	272,244	5.21		$	10,000	$	262,356	5.10

Total managed borrowings	$	11,779	$	779,238	6.00		$	32,486	$	743,811	5.84

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 September 30, 2008 and 2007, short-term adjustable rate debt constituted 79% and 78% of total debt, and was 45% and 52% 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.

Page 36 of 62

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.

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 quarters and nine months ended September 30, 2008 and 2007.


	Three Months Ended September 30,					Nine Months Ended September 30,
*(Dollars in thousands, except per share data)*	2008		2007			2008			2007
Statement of operations
Investment income	$	11,743	$	13,555		$	38,917		$	37,152
Interest expense		5,131		8,201			17,940			22,486

Net interest income		6,612		5,354			20,977			14,666
Noninterest income		795		648			2,908			1,697
Operating expenses		3,982		4,447			13,239			13,585

Net investment income before income taxes		3,425		1,555			10,646			2,778
Income tax (provision) benefit		—		—			—			—

Net investment income after income taxes		3,425		1,555			10,646			2,778
Net realized gains (losses) on investments		108		287			(3,869	)		12,140
Net change in unrealized appreciation (depreciation) on Medallion Bank and other controlled subsidiaries ⁽¹⁾		136		(49	)		(499	)		3,094
Net change in unrealized appreciation (depreciation) on investments ⁽¹⁾		449		1,809			6,138			(6,357	)

Net increase in net assets resulting from operations	$	4,118	$	3,602		$	12,416		$	11,655

Per share data
Net investment income	$	0.19	$	0.09		$	0.60		$	0.16
Income tax (provision) benefit		—		—			—			—
Net realized gains (losses) on investments		0.01		0.01			(0.22	)		0.68
Net change in unrealized appreciation (depreciation) on investments		0.03		0.10			0.32			(0.18	)

Net increase in net assets resulting from operations	$	0.23	$	0.20		$	0.70		$	0.66

Dividends declared per share	$	0.19	$	0.19		$	0.57		$	0.57

Weighted average common shares outstanding
Basic		17,535,249		17,504,827			17,512,245			17,472,950
Diluted		17,756,913		17,805,203			17,733,830			17,793,571

						September 30, 2008			December 31, 2007
Balance sheet data
Net investments						$	582,396		$	653,046
Total assets							640,545			721,262
Total funds borrowed							456,799			542,549
Total liabilities							465,216			548,839
Total shareholders’ equity							175,329			172,423

Managed balance sheet data ⁽²⁾
Net investments						$	912,976		$	934,955
Total assets							993,943			1,025,633
Total funds borrowed							804,925			841,632
Total liabilities							818,613			853,211

Page 37 of 62


	Three Months Ended September 30,				Nine Months Ended September 30,
	2008		2007		2008		2007
Selected financial ratios and other data
Return on average assets (ROA) ⁽³⁾
Net investment income after taxes	2.15	%	0.89	%	2.12	%	0.56	%
Net increase in net assets resulting from operations	2.58		2.07		2.47		2.35
Return on average equity (ROE) ⁽⁴⁾
Net investment income after taxes	7.80		3.60		8.18		2.17
Net increase in net assets resulting from operations	9.38		8.34		9.54		9.11

Weighted average yield	8.05	%	8.36	%	8.42	%	8.36	%
Weighted average cost of funds	3.52		5.06		3.88		5.06

Net interest margin ⁽⁵⁾	4.53		3.30	%	4.54		3.30	%

Noninterest income ratio ⁽⁶⁾	0.54	%	0.40	%	0.63	%	0.38	%
Total expense ratio⁽⁷⁾	6.25		7.80		6.74		8.11
Operating expense ratio ⁽⁸⁾	2.73		2.74		2.86		3.06

					September 30, 2008		December 31, 2007
As a percentage of net investment portfolio
Medallion loans					71	%	76	%
Commercial loans					16		14
Investment in subsidiaries					12		9
Equity investments					1		1
Investment securities					—		—

Investments to assets⁽⁹⁾					91	%	91	%
Equity to assets ⁽¹⁰⁾					27		24
Debt to equity ⁽¹¹⁾					261		315

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

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

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

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

(5)

Net interest margin represents net interest income for the period divided by average interest earning assets, and included interest recoveries and bonuses of $846 and $2,885 in the 2008 third quarter and nine months, and $0 and $821 for the 2007 quarter and nine months, and also included $1,000, $4,000, $1,750, and $3,250 of dividends from Medallion Bank for the same periods of 2008 and 2007. On a managed basis, combined with Medallion Bank, the net interest margin was 5.57% and 4.83% for the 2008 third quarter and nine months, and was 4.11% and 4.27% for the comparable 2007 periods.

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

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

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

(9)	Represents net investments divided by total assets as of period indicated.

(10)	Represents total shareholders’ equity divided by total assets as of period indicated.

(11)	Represents total funds borrowed divided by total shareholders’ equity as of period indicated.

Consolidated Results of Operations

2008 Third Quarter and Nine Months compared to the 2007 Periods

Net increase in net assets resulting from operations was $4,118,000 or $0.23 per diluted common share and $12,416,000 or $0.70 in the 2008 third quarter and nine months, up $516,000 or 14% and $761,000 or 7% from $3,602,000 or $0.20 per share and $11,655,000 or $0.66 in the 2007 third quarter and nine months. The 2008 increases primarily reflected higher net interest and noninterest income and lower operating expenses, partially offset by lower net realized/unrealized gains. Net investment income after taxes was $3,425,000 or $0.19 per share and $10,646,000 or $0.60 in the 2008 quarter and nine months, up $1,870,000 and $7,868,000 from $1,555,000 or $0.09 per share and $2,778,000 or $0.16 in the 2007 periods.

Investment income was $11,743,000 and $38,917,000 in the 2008 third quarter and nine months, down $1,812,000 or 13% and up $1,765,000 or 5% from $13,555,000 and $37,152,000 in the year ago periods, and included $846,000 and $2,885,000 from interest recoveries and bonuses on certain investments in the 2008 quarter and nine months, compared to $821,000 in the 2007 nine months. Also included in the 2008 quarter and nine months was $1,000,000 and $4,000,000 in dividends from Medallion Bank, compared to $1,750,000 and $3,250,000 in the 2007 third quarter and nine months. Excluding those items, investment income decreased $1,908,000 or 16% in the quarter, and $1,049,000 or 3% in the nine months, reflecting changes in the investment portfolio balances outstanding and changes in the yields earned. The yield on the investment portfolio was 8.05% in the 2008 quarter, down 4% from 8.36% in 2007, and was 8.42% in the 2008 nine months, up 1% from 8.36% in the 2007 nine months. Excluding the extra interest and dividends, the 2008 third quarter and nine months yields were down 7% to 6.78% and 6.93% from 7.28% and 7.44% in the 2007 quarter and nine months, reflecting the general decrease in market interest rates and changes in the portfolio mix. Average

Page 38 of 62

investments outstanding were $580,470,000 and $617,520,000 in the 2008 quarter and nine months, down 10% and up 4% from $643,273,000 and $594,493,000 in the year ago periods, primarily reflecting growth in the medallion loan portfolio, partly offset by loan participations sold.

Medallion loans were $411,693,000 at quarter end, down $90,830,000 or 18% from $502,523,000 a year ago, representing 71% of the investment portfolio compared to 77% a year ago, and were yielding 6.46% compared to 7.16% a year ago, a decrease of 10%. 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 $568,972,000 at quarter end, down $25,543,000 or 4% from $594,515,000 a year ago. The commercial loan portfolio was $94,830,000 at quarter end, compared to $93,788,000 a year ago, an increase of $1,042,000 or 1%, and represented 16% of the investment portfolio, compared to 14% a year ago. The increase primarily reflected growth in the high-yield mezzanine loan portfolio, partially offset by reductions in the asset-based and other secured commercial lending. Commercial loans yielded 11.93% at quarter end, down 3% from 12.27% a year ago, reflecting the interest rate cycle peak in 2007 and the beginning of market rate decreases. The net managed commercial portfolio, which includes loans at Medallion Bank and those serviced for or by third parties, was $178,721,000 at quarter end, up $9,898,000 or 6% from $168,823,000 a year ago, reflecting increases in all loan categories, partially offset by the net increase in third party loan participations purchased. Investments in Medallion Bank and other controlled subsidiaries were $71,211,000 at quarter end, up $15,929,000 or 29% from $55,282,000 a year ago, primarily reflecting the increased value of those investments, a large portion of which reflected the earnings of Medallion Bank, and the investments in MB and the SPAC, and which represented 12% of the investment portfolio compared to 8% a year ago, and which yielded 8.65% at quarter end, compared to 13.21% 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 $4,662,000 at quarter end, up $426,000 or 10% from $4,236,000 a year ago, primarily reflecting portfolio appreciation, and represented 1% of the investment portfolio at both quarter ends, and had a dividend yield of 4.45%, compared to 4.18% a year ago. Investment securities were zero at both quarter end and a year ago. See page 28 for a table that shows balances and yields by type of investment.

Interest expense was $5,131,000 and $17,940,000 in the 2008 quarter and nine months, down $3,070,000 or 37% and $4,546,000 or 20% from $8,201,000 and $22,486,000 in the 2007 periods. The decrease in interest expense was primarily due to the decreased cost of borrowed funds. The cost of borrowed funds was 4.54% and 4.89% in the 2008 quarter and nine months, compared to 6.42% and 6.24% in the year ago periods, decreases of 29% and 22%, 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 $449,304,000 and $490,046,000 for the 2008 quarter and nine months, compared to $506,994,000 and $481,455,000 in the year ago periods, a decrease of 11% and an increase of 2%, reflecting changes in the levels of borrowings used to fund portfolio investments. See page 36 for a table which shows average balances and cost of funds for our funding sources.

Net interest income was $6,612,000 and $20,977,000 and the net interest margin was 4.53% and 4.54% for the 2008 third quarter and nine months, up $1,258,000 or 23% and $6,311,000 or 43% from $5,354,000 and $14,666,000 in the year ago periods, which represented net interest margins of 3.30% for both periods, all reflecting the items discussed above.

Noninterest income, which is comprised of servicing fee income, prepayment fees, late charges, and other miscellaneous income was $795,000 and $2,908,000 in the 2008 third quarter and nine months, up $147,000 or 23% and $1,210,000 or 71% from $648,000 and $1,697,000 a year ago. Included in noninterest income for the 2008 nine months were unusually large prepayment penalties relating to the payoffs of several large fleets of $550,000. Excluding those prepayment penalties, noninterest income increased 39% in the nine months. The increases in both periods reflected higher other prepayment penalties, late charges, investment partnership income distributions, and servicing fees generated from the portfolio base.

Operating expenses were $3,982,000 and $13,239,000 in the 2008 third quarter and nine months, down $465,000 or 10% and $346,000 or 3% from $4,447,000 and $13,585,000 in the 2007 periods. Salaries and benefits expense was $2,708,000 and $8,052,000 in the third quarter and nine months, up $217,000 or 9% and $293,000 or 4% from $2,491,000 and $7,759,000 in 2007, primarily reflecting higher staffing, salary levels, and bonus accruals, partially offset by higher salary deferrals related to loan originations and also by lower stock compensation expense in the nine months. Professional fees were $325,000 and $1,281,000 in the quarter and nine months, down $614,000 or 65% and $873,000 or 41% from $939,000 and $2,154,000 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 $205,000 and $866,000 in the 2008 quarter and nine months, down $118,000 or 37% and $110,000 or 11% from $323,000 and $976,000 in the 2007 periods, primarily reflecting catch up rent reimbursements received from an unconsolidated portfolio company. Other operating expenses of $744,000 and $3,040,000 in 2008 were up $50,000 or 7% and $344,000 or 13% from $694,000 and $2,696,000 a year ago, reflecting higher franchise tax accruals and directors fees in both periods.

Income tax expense was $0 in the 2008 and 2007 third quarters and nine months.

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Net change in unrealized appreciation on investments was $585,000 and $5,639,000 in the 2008 third quarter and nine months, compared to $1,760,000 and depreciation of $3,263,000 in the 2007 third quarter and nine months, a decrease of $1,175,000 in appreciation in the quarter, and an increase of $8,902,000 in appreciation in the nine months. Net change in unrealized appreciation, net of the net unrealized appreciation or depreciation on Medallion Bank and the other controlled subsidiaries was $449,000 and $6,138,000 in the 2008 quarter and nine months, compared to $1,809,000 and depreciation of $6,357,000 in the 2007 periods, resulting in decreased appreciation of $1,360,000 in the quarter and increased appreciation of $12,495,000 in the nine months. 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 $2,705,000 ($5,227,000 in the nine months), net appreciation on Medallion Bank and other controlled subsidiaries of $136,000 ($499,000 of depreciation in the nine months), and reversals of unrealized depreciation associated with fully depreciated loans which were charged off of $0 ($5,230,000 in the nine months), partially offset by net unrealized depreciation on loans of $1,632,000 ($2,204,000 in the nine months), net unrealized depreciation on equity investments of $624,000 ($715,000 in the nine months), and reversals of unrealized appreciation associated with foreclosed properties that were sold of $0 ($1,400,000 in the nine months). The 2007 activity resulted from net unrealized appreciation on foreclosed property of $1,231,000 ($4,476,000 in the nine months), net unrealized appreciation on equity investments of $790,000 ($1,350,000 in the nine months), and by reversals of unrealized depreciation associated with fully depreciated loans which were charged off of $12,000 ($823,000 in the nine months), partially offset by net unrealized depreciation on loans of $152,000 ($1,358,000 in the nine months), reversals of unrealized appreciation associated with equity investments that were sold of $72,000 ($11,648,000 in the nine months), and net depreciation on Medallion Bank and other controlled subsidiaries of $49,000 ($3,094,000 of appreciation in the nine months). 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 $1,000,000 and $4,000,000 in the 2008 third quarter and nine months, and $1,750,000 and $3,250,000 the comparable 2007 periods.

Our net realized gains on investments were $108,000 in the 2008 quarter, and were losses of $3,869,000 in the 2008 nine months, compared to gains of $287,000 and $12,140,000 in the 2007 quarter and nine months. The 2008 activity reflected the reversals described in the unrealized paragraph above and net direct recoveries of $108,000 ($55,000 of charge offs in the nine months) and net direct gains on sales of equity and other investments of $0 ($30,000 in the nine months), partially offset by net direct losses on foreclosed properties of $0 ($14,000 in the nine months). The 2007 activity reflected the above and net direct gains on sales of equity and other investments of $217,000 ($1,292,000 in the nine months) and net direct recoveries of $10,000 ($23,000 in the nine months).

The Company’s net realized/unrealized gains on investments were $693,000 and $1,770,000 in the 2008 quarter and nine months, compared to $2,047,000 and $8,877,000 in the 2007 periods, 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.

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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 $85,250,000 with a weighted average interest rate of 6.05%, constituting 19% of our total indebtedness as of September 30, 2008. Also, as of September 30, 2008, portions of the adjustable rate debt with banks repriced at intervals of as long as 48 months, and certain of the certificates of deposit were for terms of up to 38 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 September 30, 2008, compared to the respective positions at the end of 2007 and 2006. The principal amount of interest earning assets is assigned to the time frames in which such principal amounts are contractually obligated to be repriced. We have not reflected an assumed annual prepayment rate for such assets in this table.

September 30, 2008 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	$	20,377		$	—		$	—		$	—	$	—	$	—		$	—		$	20,377
Adjustable rate		8,489			1,351			16,441			20,809		—		—			—			47,090
Fixed-rate		28,626			69,262			218,092			57,444		45,566		8,704			14,449			442,143
Cash		19,290			—			—			—		—		—			—			19,290

Total earning assets	$	76,782		$	70,613		$	234,533		$	78,253	$	45,566	$	8,704		$	14,449		$	528,900

Interest bearing liabilities
Revolving line of credit	$	321,931		$	—		$	—		$	—	$	—	$	—		$	—		$	321,931
Notes payable to banks		5,000			—			11,618			—		—		—			—			16,618
Preferred securities		—			—			—			33,000		—		—			—			33,000
SBA debentures		—			—			17,985			13,500		19,450		13,500			20,815			85,250

Total liabilities	$	326,931		$	—		$	29,603		$	46,500	$	19,450	$	13,500		$	20,815		$	456,799

Interest rate gap	$	(250,149	)	$	70,613		$	204,930		$	31,753	$	26,116	$	(4,796	)	$	(6,366	)	$	72,101

Cumulative interest rate gap ⁽²⁾	$	(250,149	)	$	(179,536	)	$	25,394		$	57,147	$	83,263	$	78,467		$	72,101			—

December 31, 2007 ⁽²⁾	$	(278,252	)	$	(185,966	)	$	(21,721	)	$	77,901	$	108,459	$	96,540		$	87,305			—
December 31, 2006 ⁽²⁾		(267,015	)		(152,783	)		(8,334	)		53,943		127,019		115,046			89,104			—

(1)	The ratio of the cumulative one year gap to total interest rate sensitive assets was (47%), (44%), and (49%), as of September 30, 2008, and December 31, 2007 and 2006, and was (35%), (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 ($112,840) or (21%) for September 30, 2008, compared to ($127,292) or ( 20%) and ($127,184) or (23%) for December 31, 2007 and 2006, respectively, and was ($164,005) or (17%), ($156,202) or (16%), and ($117,151) or (14%) on a combined basis with Medallion Bank.

Our interest rate sensitive assets were $528,900,000 and interest rate sensitive liabilities were $456,799,000 at September 30, 2008. The one-year cumulative interest rate gap was a negative $250,149,000 or 47% of interest rate sensitive assets compared to a negative $278,252,000 or 44% at December 31, 2007 and $267,015,000 or 49% at December 31, 2006. However, using our estimated 40% prepayment/refinancing rate for medallion loans to adjust the interest rate gap resulted in a negative gap of $112,840,000 or 21% at September 30, 2008. 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 $938,599,000 and interest rate sensitive liabilities were $804,295,000 at September 30, 2008. The one year cumulative interest rate gap was a negative $329,653,000 or 35% of interest rate sensitive assets, compared to $333,855,000 or 34%, and $287,680,000 or 34% at December 31, 2007 and 2006. Using our estimated 40% prepayment/refinancing rate for medallion loans to adjust the interest rate gap resulted in a negative gap of $164,005,000 or 17% at September 30, 2008.

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Interest Rate Cap Agreements

From time to time, we enter into interest rate cap agreements to manage the exposure of the portfolio to increases in market interest rates by hedging a portion of our variable-rate debt against increases in interest rates. There were no interest rate caps outstanding during 2008 and 2007.

Liquidity and Capital Resources

Our sources of liquidity are the revolving lines of credit with Merrill Lynch and Citibank, 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 II’s $250,000,000 line had availability of $1,325,000 as of September 30, 2008, and the Trust’s $135,000,000 revolving line of credit with Merrill Lynch had no availability. Medallion Capital has $8,500,000 of additional funding commitments with the SBA, which requires capital contributions from us of up to $4,250,000. Also, FSVC issued $3,000,000 of additional SBA debentures during October 2008. Since SBA financing subjects its recipients to certain regulations, we will seek funding at the subsidiary level to maximize its benefits. Lastly, $23,000,000 was available under revolving credit agreements with commercial banks, and approximately $236,000 was available under the company’s 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 $1,275,000 could be raised by Medallion Bank to fund future loan origination activity, and Medallion Bank also has $25,000,000 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 September 30, 2008. See Note 4 to the consolidated financial statements on page 17 for details of the contractual terms of our borrowings.


*(Dollars in thousands)*	Balance		Percentage		Rate ⁽¹⁾
Revolving lines of credit	$	321,931	70	%	3.63	%
SBA debentures		85,250	19		6.05
Preferred securities		33,000	7		7.68
Notes payable to banks		16,618	4		5.63

Total outstanding debt	$	456,799	100	%	4.45	%

Deposits and federal funds purchased at Medallion Bank		348,126	—		3.98	%

Total outstanding debt, including Medallion Bank	$	804,925	—		4.24	%

(1)	Weighted average contractual rate as of September 30, 2008.

Our contractual obligations expire on or mature at various dates through September 2037. The following table shows all contractual obligations at September 30, 2008.


	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	$	321,931	$	—	$	—	$	—	$	—	$	—	$	321,931
SBA debentures		—		—		17,985		13,500		19,450		34,315		85,250
Preferred securities		—		—		—		—		—		33,000		33,000
Notes payable to banks		5,316		316		10,986		—		—		—		16,618

Total	$	327,247	$	316	$	28,971	$	13,500	$	19,450	$	67,315	$	456,799

Certificates of deposit at Medallion Bank		232,452		44,640		67,534		3,500		—		—		348,126

Total, including Medallion Bank	$	559,699	$	44,956	$	96,505	$	17,000	$	19,450	$	67,315	$	804,925

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,

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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, was 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 a 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.

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 negatively impacted net increase in net assets resulting from operations as of September 30, 2008 by approximately $1,024,000 on an annualized basis, compared to a positive impact of $374,000 at December 31, 2007, and the impact of such an immediate increase of 1% over a one year period would have been ($2,731,000) at September 30, 2008, compared to ($2,895,000) for December 31, 2007. 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 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.

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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 September 30, 2008. 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			12/31/2007
Cash	$	5,296		$	3,530		$	1,456		$	6,104	$	2,904		$	—		$	19,290		$	33,454
Bank loans		20,000			8,000			—			—		—			—			28,000			38,000
Amounts undisbursed		15,000			8,000			—			—		—			—			23,000			24,000
Amounts outstanding		5,000			11,618			—			—		—			—			16,618			20,850
Average interest rate		5.72	%		5.59	%		—			—		—			—			5.63	%		6.81	%
Maturity		12/08			8/09-7/11			—			—		—			—			12/08-7/11			6/08-6/10
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		—			385,000			—			—		—			—			385,000			625,000
Amounts undisbursed		—			1,325			—			—		—			—			1,325			213,551
Amounts outstanding		—			321,931			—			—		—			—			321,931			411,449
Average interest rate		—			3.63	%		—			—		—			—			3.63	%		5.58	%
Maturity		—			12/08-12/09			—			—		—			—			12/08-12/09			9/08-12/09
Margin loan		—			—			—			—		—			—			—			—
Average interest rate		—			—			—			—		—			—			—			—	%
Maturity		N/A			—			—			—		—			—			N/A			N/A
SBA debentures		—			—			46,750			—		50,000			—			96,750			96,750
Amounts undisbursed ⁽¹⁾		—			—			8,500			—		3,000			—			11,500			19,500
Amounts outstanding		—			—			38,250			—		47,000			—			85,250			77,250
Average interest rate		—			—			6.01	%		—		6.08	%		—			6.05	%		6.05	%
Maturity		—			—			9/11-9/18			—		9/11-9/18			—			9/11-9/18			9/11-3/16

Total cash and amounts remaining undisbursed under credit facilities	$	20,296		$	12,855		$	9,956		$	6,104	$	5,904		$	—		$	55,115		$	290,505

Total debt outstanding	$	38,000		$	333,549		$	38,250		$	—	$	47,000		$	—		$	456,799		$	542,549

Including Medallion Bank
Cash		—			—			—			—		—		$	14,440		$	14,440		$	17,025
Certificates of deposit		—			—			—			—		—			348,126			348,126			299,083
Average interest rate		—			—			—			—		—			3.98	%		3.98	%		4.85	%
Maturity		—			—			—			—		—			10/08-11/11			10/08-11/11			1/08-10/10

Total cash and amounts remaining undisbursed under credit facilities	$	20,296		$	12,855		$	9,956		$	6,104	$	5,904		$	14,440		$	69,555		$	307,530

Total debt outstanding	$	38,000		$	333,549		$	38,250		$	—	$	47,000		$	348,126		$	804,925		$	841,632

(1)	In October 2008, FSVC issued $3,000,000 of debentures to the SBA, which bears interest until the March 2009 pooling at 5.70%, at which time they will be pooled, repriced, and termed until March 2019.

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 and communications from Merrill Lynch, we expect that Merrill Lynch will not extend the credit facility beyond its current maturity date in December 2008. We have available liquidity of $1,325,000 under our revolving credit agreement with Citibank. 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 Merrill Lynch 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.

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Recently Issued Accounting Standards

In May 2008, the FASB issued SFAS No. 162, “The Hierarchy of Generally Accepted Accounting Principles” (“SFAS 162”). SFAS 162 identifies a consistent framework, for selecting accounting principles to be used in preparing financial statements that are presented in conformity with US generally accepted accounting principles for nongovernmental entities (the Hierarchy). The Hierarchy is consistent with that previously defined in the American Institute of Certified Public Accountants Statement on Auditing Standards No. 69, “The Meaning of Present Fairly in Conformity With Generally Accepted Accounting Principles” (“SAS 69”). SFAS 162 is effective 60 days following the SEC’s approval of the Public Company Accounting Oversight Board amendments to AU Section 411, “The Meaning of Present Fairly in Conformity With Generally Accepted Accounting Principles.” The adoption of SFAS 162 will not have a material effect on the Consolidated Financial Statements because the Company has utilized the guidance within SAS 69.

In April 2008, the FASB issued FSP No. FAS 142-3, “Determination of the Useful Life of Intangible Assets” (“FAS 142-3”), which amends the factors that should be considered in developing renewal or extension assumptions used for purpose of determining the useful life of a recognized intangible asset under SFAS No. 142, “Goodwill and Other Intangible Assets” (“SFAS 142”). FAS 142-3 is intended to improve the consistency between the useful life of a recognized intangible asset under SFAS 142 and the period of expected cash flows used to measure the fair value of the asset under SFAS 141(R), “Business Combinations”, and other US generally accepted accounting principles. FAS 142-3 is effective for fiscal years beginning after December 15, 2008. Earlier application is not permitted. The Company believes the impact of adopting FAS 142-3 will not have a material effect on the Consolidated Financial Statements.

In December 2007, the FASB issued SFAS No. 160, “Noncontrolling Interests in Consolidated Financial Statements—an amendment of ARB No. 51”, which establishes accounting and reporting standards for the noncontrolling interest in a subsidiary and for the deconsolidation of a subsidiary by clarifying that a noncontrolling interest in a subsidiary is an ownership interest in the consolidated entity that should be reported as a component of equity. It requires that changes in a parent’s ownership interest while the parent retains its controlling interest be accounted for as equity transactions and any retained noncontrolling equity investment upon the deconsolidation of a subsidiary be initially measured at fair value. SFAS No. 160 is effective for fiscal years beginning on or after December 15, 2008 and shall be applied prospectively, except for the presentation and disclosure requirements which shall be applied retrospectively. We do not believe that this pronouncement will have an impact on our financial condition or results of operations.

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Common Stock

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 November 5, 2008, there were approximately 124 holders of record of the Company’s common stock.

On November 5, 2008, the last reported sale price of our common stock was $8.87 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.


	DIVIDENDS DECLARED		HIGH		LOW
2008
Third Quarter	$	0.19	$	10.66	$	8.96
Second Quarter		0.19		10.04		8.31
First Quarter		0.19		10.33		9.04
2007
Fourth Quarter	$	0.19	$	11.00	$	9.70
Third Quarter		0.19		12.00		10.39
Second Quarter		0.19		12.43		11.15
First Quarter		0.19		12.34		10.80

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.

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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 September 30, 2008	7,691		9.66	7,691		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 after a certain number of days, except in certain cases where it is extended through completion of the authorized amounts. In April 2008, we extended the terms of the Stock Repurchase Program. Purchases were to commence no earlier than May 2008, and were to conclude 180 days after the commencement of the purchases, and which was further extended in October, 2008 for similar terms and conditions.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

There has been no material change in disclosure regarding quantitative and qualitative disclosures about market risk since the Company filed its Annual Report on Form 10-K for the year ended December 31, 2007.

ITEM 4. CONTROLS AND PROCEDURES

Under the direction of our Chief Executive Officer and Chief Financial Officer, we evaluated the effectiveness of our disclosure controls and procedures and internal control over financial reporting pursuant to Rules 13a – 15(e) and 15d – 15(e) under the Securities Exchange Act of 1934, and have concluded that they are effective as of September 30, 2008. In addition, based on our evaluation as of September 30, 2008, there have been no changes that occurred during the 2008 third quarter and nine months that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II – OTHER INFORMATION

ITEM 1. 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.

ITEM 1A. RISK FACTORS

Risks Relating to Our Business and Structure

Our operating results could be negatively impacted by our inability to obtain additional financing on terms favorable to us or at all.

We rely upon access to credit facilities as a source of liquidity to satisfy our working capital needs, grow our business, and invest in loans. Although we believe that we maintain sufficient access to sources of liquidity on reasonable market terms, 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.

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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 and communications from Merrill Lynch, we expect that Merrill Lynch will not extend the credit facility beyond its current maturity date in December 2008. We are actively seeking additional sources of liquidity, including sources of liquidity to repay our borrowings under the Merrill Lynch 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 September 30, 2008, we had approximately $456,799,000 of outstanding indebtedness, which had a weighted average borrowing cost of 4.45% at September 30, 2008, and our wholly-owned unconsolidated portfolio companies, primarily Medallion Bank, had $348,126,000 of outstanding indebtedness at a weighted average borrowing cost of 3.98%.

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.

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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 September 30, 2008, 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.

Page 49 of 62

•

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 September 30, 2008, 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 obtain 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

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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.

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

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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 September 30, 2008, our net unrealized depreciation on investments other than in controlled subsidiaries and foreclosed properties was approximately $1,416,000 or 0.24% 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 negatively impacted net increase in net assets resulting from operations as of September 30, 2008 by approximately $1,024,000 on an annualized basis, compared to a positive impact of $374,000 at December 31, 2007, and the impact of such an immediate increase of 1% over a one year period would have been ($2,731,000) at September 30, 2008, compared to ($2,895,000) at December 31, 2007. 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.

Based on discussions with the SEC, we determined that we should no longer consolidate Medallion Bank’s accounts with those of our own.

Since the inception of Medallion Bank, we had historically consolidated the financial position and results of operations of Medallion Bank with those of our own. We did so in reliance upon a letter from the staff of the SEC permitting such consolidation. During August 2006, we filed the initial registration statement related to an offering of common stock which the SEC staff reviewed and on which they provided comments, including the appropriateness of consolidating the accounts of Medallion Bank which evolved since 2004. Based on several discussions with the SEC; our management, Audit Committee, and Board of Directors determined, and our auditors concurred, that we should no longer consolidate Medallion Bank in reliance upon the SEC letter, and determined, and our auditors concurred, that the change represented a change in the reporting entity as described in SFAS No. 154, “Accounting Changes and Error Corrections.” Accordingly, we adopted the retrospective treatment provided for in that statement, including for any interim periods presented, included in our 2006 Form 10-K. Based on the available facts, and after due investigation, we believe we relied upon the no-action letter in good faith and with a reasonable basis for such reliance and we have articulated these facts to the SEC. After reviewing our response, the SEC indicated it has no further comments regarding the consolidation of Medallion Bank, but they have not formally concurred with our conclusion. We cannot assure you that the SEC or any other regulatory agency may not come to a different conclusion than ours. Such a different conclusion could result in our having to restate our financial statements.

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We had a material weakness in internal control over financial reporting.

Management identified a material weakness in our internal control over financial reporting for the year ended December 31, 2006 relating to the documentation and oversight of the monitoring of certain of the loans and/or investments included in the portfolio of one of our subsidiaries, Medallion Capital, which was remediated during 2007, see “Item 9A. Controls and Procedures”. Although we believe that the consolidated financial statements included in this Quarterly Report present fairly, in all material respects, our financial position, results of operations and cash flows for the periods presented in conformity with GAAP, we cannot assure you that material weaknesses in our internal control over financial reporting will not be identified in the future that could cause us to fail to meet our periodic reporting obligations or result in material misstatements in our financial statements. Any such failure could also adversely affect the results of periodic management evaluations and annual auditor reports regarding the effectiveness of our internal control over financial reporting required under Section 404 of the Sarbanes-Oxley Act of 2002 and the rules promulgated under Section 404.

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.

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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 September 30, 2008, investments in New York City taxi medallion loans represented approximately 78% 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 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

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under $100,000 to $725,000 for corporate medallions and over $533,000 for individual medallions. However, for sustained periods during that time, taxicab medallions have declined in value. Since December 31, 2006, the value of New York City taxicab medallions increased by approximately 30% for individual medallions and 38% 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, may be subject to forfeit.

The initial public offering of units in our first SPAC, Sports Properties Acquisition Corp. was consummated in January, 2008. Sports Properties has 24 months from the date of its prospectus to complete a business combination. If Sports Properties fails to consummate a business combination within the required time frame, its corporate existence will cease except for the purposes of winding up its affairs and liquidating its assets. We own shares of the common stock of Sports Properties that were issued prior to Sports Properties’ offering, but we have waived our right to receive distributions with respect to those shares upon the liquidation of Sports Properties. Additionally, we have purchased warrants directly from Sports Properties in a private placement prior to the effective date of Sports Properties’ prospectus. Upon consummation of Sports Properties’ offering, we owned 18% of Sports Properties’ issued and outstanding common stock. If Sports Properties does not consummate a business combination within the required time frame, we will not receive a return on our investment and we will lose our investment.

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. In the event of a liquidation of Sports Properties, we may not only lose the amount of capital we invested in Sports Properties, but we may also be liable to Sports Properties under those indemnification obligations.

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We have formed a second SPAC, National Security Solutions Inc., that is currently in registration and that will seek a business combination in the homeland defense and security industries. If the offering of units of National Security is successful, our investment in National Security will be subject to similar forfeiture risk if it does not consummate a business combination. In addition, we will provide a similar indemnity to protect the amounts held in National Security’s trust account.

We have paid expenses relating to the SPACs for which we will not be reimbursed.

Pursuant to a consulting agreement between us and ProEminent Sports, LLC, Tony Tavares acts as a consultant to us for sports related investments and, included within the scope of his duties, is his service to Sports Properties. Pursuant to the consulting agreement, Mr. Tavares has, among other things, agreed to serve as Chief Executive Officer of Sports Properties, help it identify a target business, perform due diligence on the proposed target, and negotiate and consummate a business combination with such a target business. Following a business combination, in the event Mr. Tavares is not offered employment or a board position with Sports Properties, we have agreed to continue the consulting arrangement for at least an additional twelve months. For the services rendered by ProEminent Sports, LLC to us, we pay ProEminent Sports a monthly fee of $20,000. Sports Properties’ advisors, Robert Caporale and Randel E. Vataha, are Chairman and President, respectively, and each own 50% of, the membership interests of Game Plan LLC. We were also a party to an agreement with Game Plan LLC which was terminated as of June 1, 2008 pursuant to which Game Plan LLC provided certain consulting services to us and to Sports Properties, including advising in identifying a target business. For the services rendered by Game Plan to us, we paid Game Plan a monthly fee of $10,000. The fees paid by us pursuant to the consulting agreements are solely borne by us and were not reimbursed by Sports Properties. We are also a party to an agreement with Graidan Ventures LLC, which was amended as of June 1, 2008, when Sports Properties entered into its own agreement with Graidan Ventures. Under the prior agreement, the principal of Graidan Ventures provides us with general consulting, managerial, and investment banking advice relating to our investments in both SPACs and other investment opportunities. For these services, we paid Graidan Ventures a monthly fee of $18,750. Under the amended and restated agreement, Graidan Ventures provides us with general consulting, managerial, and investment banking advice related to our investment in National Security and other investment opportunities for these services, we pay Graidan Ventures a monthly fee of $3,750.

If the SPACs are successful in consummating a business combination, we will face restrictions limiting our ability to liquidate our common stock in such SPAC.

The privately issued shares and warrants of Sports Properties were placed in escrow and will not be released to us before one year from the business combination, except in very limited circumstances. In addition, the privately issued shares and warrants will become freely tradable only after they are registered pursuant to an effective registration statement. We have further agreed that we will not sell or transfer any shares of Sports Properties’ common stock purchased by us pursuant to our limit order agreement with Banc of America Securities LLC until 180 days after Sports Properties has completed a business combination. If the offering of units of National Security is successful, we will face similar restrictions limiting our ability to liquidate our common stock.

Our executive officers and directors may allocate some portion of their time to the business of the SPACs, which may create conflicts of interest.

Our investment in Sports Properties’ may create conflicts of interest. Andrew M. Murstein, our President and a director, serves as the Vice Chairman and Secretary of Sports Properties. Larry D. Hall, our Chief Financial Officer, serves as the Chief Financial Officer of Sports Properties. Henry L. Aaron, Mario M. Cuomo, and Stanley Kreitman serve as our directors and as directors of Sports Properties. Messrs. Murstein, Hall, Aaron, and Cuomo entered into an agreement with Sports Properties and with Sports Properties’ underwriter(s) whereby they agreed, and Mr. Kreitman is anticipated to enter into an agreement with Sports Properties whereby he will agree, to present to Sports Properties, prior to presentation to any other person or entity, opportunities to acquire entities, until the earlier of Sports Properties’ consummation of a business combination, liquidation, or until such time as they cease to be an officer or director of Sports Properties, subject to any pre-existing fiduciary or contractual obligation they have. We also entered into an agreement with Sports Properties and with Sports Properties’ underwriter(s) whereby we agreed to present to Sports Properties, prior to our own consideration or presentation to any other person or entity, opportunities to acquire entities in the sports, leisure, or entertainment industries that, in our reasonable discretion, have a value equal to or exceeding 80% of Sports Properties’ total assets held in trust, which are currently estimated at approximately $214,837,000, at the time that we become aware of such opportunity. Andrew Murstein has agreed to serve as Vice Chairman, Executive Vice President, and Secretary of National Security. Larry Hall has agreed to serve as Chief Financial Officer of National Security. Stanley Kreitman, Frederick Menowitz, David Rudnick, and Lowell Weicker serve as our directors and have agreed to serve as directors of National Security. If the offering of units of National Security is successful, our executive officers and directors are anticipated to enter into similar agreements with National Security, as are we, with respect to opportunities in the homeland defense and security industries.

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ITEM 6. EXHIBITS

EXHIBITS


Number		Description
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.

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-Q 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-Q were prepared by management and are qualified by, and subject to, significant business, economic, competitive, regulatory, and other uncertainties and contingencies, all of which are difficult or impossible to predict, and many of which are beyond the control of the Company. Accordingly, there can be no assurance that the forward-looking statements contained in this Form 10-Q 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-Q 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-Q. The inclusion of the forward-looking statements contained in this Form 10-Q should not be regarded as a representation by the Company or any other person that the forward-looking statements contained in this Form 10-Q will be achieved. In light of the foregoing, readers of this Form 10-Q 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-Q and other documents that the Company files from time to time with the Securities and Exchange Commission, including annual reports on Form 10-K, 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.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


MEDALLION FINANCIAL CORP.

Date:		November 5, 2008

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

By:		/s/ Larry D. Hall
		Larry D. Hall
		Senior Vice President and Chief Financial Officer

Signing on behalf of the registrant as principal financial and accounting officer.

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