MEDALLION FINANCIAL CORP - Quarter Report: 2022 March (Form 10-Q)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)

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

For the quarterly period ended March 31, 2022

☐ 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 001-37747

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, 38th Floor

NEW YORK, New York 10022

(Address of Principal Executive Offices) (Zip Code)

(212) 328-2100

(Registrant’s Telephone Number, Including Area Code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading symbols

Name of each exchange

on which registered

Common Stock, par value $0.01 per share

MFIN

NASDAQ Global Select Market

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 ☒ NO ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ NO ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer	☐	Accelerated filer	☒

Non-accelerated filer	☐	Smaller reporting company	☒

Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). YES ☐ NO ☒

The number of outstanding shares of registrant’s Common Stock, par value $0.01, as of May 4, 2022 was 25,506,630.

MEDALLION FINANCIAL CORP.

FORM 10-Q

TABLE OF CONTENTS


		Page
PART I – FINANCIAL INFORMATION		3

ITEM 1. FINANCIAL STATEMENTS		3

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS		31

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK		49

ITEM 4. CONTROLS AND PROCEDURES		49

PART II—OTHER INFORMATION		49

ITEM 1. LEGAL PROCEEDINGS		49

ITEM 1A. RISK FACTORS		49

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS		49

ITEM 6. EXHIBITS		50

SIGNATURES		51

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

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

This report contains forward-looking statements relating to future events and future performance applicable to us within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, including, without limitation, statements regarding our expectations, beliefs, intentions, or future strategies that are signified by the words expects, anticipates, intends, believes, or similar language. 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 control of the Company. In particular, any forward-looking statements are subject to the risks and great uncertainties associated with the pending litigation with the Securities and Exchange Commission as well as the ongoing COVID-19 pandemic and the related impact on the US and global economies.

All forward-looking statements included in this document are based on information available to us on the date hereof, and we assume no obligation to update any forward-looking statements. 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. You should consider these risks and those described under Risk Factors in the Company’s Annual Report on Form 10-K and others that are detailed in the other reports that the Company files from time to time with the Securities and Exchange Commission.

Page 2 of 51

PART I – FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

BASIS OF PREPARATION

We, Medallion Financial Corp., or the Company, are a finance company organized as a Delaware corporation with Medallion Bank, a Utah industrial bank, as our primary operating subsidiary. Our strategic growth has been through Medallion Bank, which originates consumer loans for the purchase of recreational vehicles, boats, and home improvements, along with providing loan origination and other services to fintech partners.

Our focus is on growing our consumer finance and commercial lending portfolios. Total assets were $1.97 billion and $1.87 billion as of March 31, 2022 and December 31, 2021.

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

•

Medallion Bank, or the Bank, a Federal Deposit Insurance Corporation, or FDIC, insured industrial bank that originates consumer loans, raises deposits, and conducts other banking activities, and has a separate board of directors with a majority of independent directors;

•

Medallion Capital, Inc., or Medallion Capital, a Small Business Investment Company, or SBIC, which conducts a mezzanine financing business;

•

Medallion Funding LLC, or Medallion Funding, an SBIC, historically our primary taxi medallion lending company; and

•

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

Our consolidated balance sheet as of March 31, 2022, and the related consolidated statements of operations, consolidated statements of other comprehensive income/(loss), consolidated statements of stockholders’ equity and cash flows for the three months then ended included in Item 1 have been prepared by us, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission, or 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 months ended March 31, 2022 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 year ended December 31, 2021.

Page 3 of 51

MEDALLION FINANCIAL CORP.

CONSOLIDATED BALANCE SHEETS

(UNAUDITED)


(Dollars in thousands, except share and per share data)	March 31, 2022			December 31, 2021
Assets
Cash and cash equivalents (1)	$	56,951		$	64,482
Federal funds sold		81,843			60,002
Investment securities		47,075			44,772
Equity investments		10,076			9,726
Loans		1,569,441			1,488,924
Allowance for loan losses		(50,686	)		(50,166	)
Net loans receivable		1,518,755			1,438,758
Goodwill		150,803			150,803
Loan collateral in process of foreclosure (2)		33,834			37,430
Intangible assets, net		23,120			23,480
Property, equipment, and right-of-use lease asset, net		11,605			11,762
Accrued interest receivable		10,603			10,621
Income tax receivable		184			833
Other assets		21,776			20,388
Total assets	$	1,966,625		$	1,873,057
Liabilities
Deposits (3)	$	1,332,112		$	1,250,880
Long-term debt (4)		220,006			219,973
Deferred tax liabilities, net		21,731			18,210
Operating lease liabilities		8,548			9,053
Accrued interest payable		3,068			3,395
Accounts payable and accrued expenses (5)		19,119			15,718
Total liabilities		1,604,584			1,517,229
Commitments and contingencies (6)
Stockholders’ equity
Preferred stock (1,000,000 shares of $0.01 par value stock authorized-none outstanding)		—			—
Common stock (50,000,000 shares of $0.01 par value stock authorized - 28,526,016 shares at March 31, 2022 and 28,124,629 shares at December 31, 2021 issued)		285			281
Additional paid in capital		280,784			280,038
Treasury stock (3,018,903 shares at March 31, 2022 and 2,951,243 shares at December 31, 2021)		(25,536	)		(24,919	)
Accumulated other comprehensive income (loss)		(683	)		1,034
Retained earnings		38,403			30,606
Total stockholders’ equity		293,253			287,040
Non-controlling interest in consolidated subsidiaries		68,788			68,788
Total equity		362,041			355,828
Total liabilities and equity	$	1,966,625		$	1,873,057
Number of shares outstanding		25,507,113			25,173,386
Book value per share	$	11.50		$	11.40

(1)

Includes restricted cash of $0 million and $3.0 million as of March 31, 2022 and December 31, 2021.

(2)

Includes financed sales of this collateral to third parties that are reported separately from the loan portfolio, of $7.7 million as of March 31, 2022 and $7.4 million as of December 31, 2021.

(3)

Includes $3.4 million and $3.2 million of deferred financing costs as of March 31, 2022 and December 31, 2021. Refer to Note 5 for more details.

(4)

Includes $3.8 million and $4.0 million of deferred financing costs as of March 31, 2022 and December 31, 2021. Refer to Note 5 for more details.

(5)

Includes the short-term portion of lease liabilities of $2.2 million as of March 31, 2022 and December 31, 2021. Refer to Note 6 for more details.

(6)

Refer to Note 10 for details.

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

Page 4 of 51

MEDALLION FINANCIAL CORP.

CONSOLIDATED STATEMENTS OF OPERATIONS

(UNAUDITED)


	For the Three Months Ended March 31,
(Dollars in thousands, except share and per share data)	2022			2021
Interest and fees on loans	$	43,064		$	36,855
Interest and dividends on investment securities		239			225
Total interest income(1)		43,303			37,080
Interest on deposits		4,154			4,711
Interest on long-term debt		3,221			3,293
Interest on short-term borrowings		—			403
Total interest expense		7,375			8,407
Net interest income		35,928			28,673
Provision for loan losses		3,240			3,019
Net interest income after provision for loan losses		32,688			25,654
Other income (loss)
Loss on equity investments		(133	)		—
Write-down of loan collateral in process of foreclosure		(386	)		(2,785	)
Gain on extinguishment of debt		—			1,767
Sponsorship and race winnings, net		—			2,473
Other income		2,048			482
Total other income, net		1,529			1,937
Other expenses
Salaries and employee benefits		7,568			5,685
Loan servicing fees		1,953			1,647
Professional fees		3,992			507
Collection costs		1,343			1,232
Rent expense		645			675
Regulatory fees		451			438
Amortization of intangible assets		360			361
Race team related expenses		—			2,122
Other expenses		1,721			1,975
Total other expenses		18,033			14,642
Income before income taxes		16,184			12,949
Income tax provision		4,831			3,878
Net income after taxes		11,353			9,071
Less: income attributable to the non-controlling interest		1,512			640
Total net income attributable to Medallion Financial Corp.	$	9,841		$	8,431
Basic net income per share	$	0.40		$	0.34
Diluted net income per share	$	0.39		$	0.34
Weighted average common shares outstanding
Basic		24,770,134			24,518,775
Diluted		25,083,566			24,895,108

(1)

Included in interest income is $0.2 million of paid-in-kind interest for the three months ended March 31, 2022 and $0.3 million for the three months ended March 31, 2021.

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

Page 5 of 51

MEDALLION FINANCIAL CORP.

CONSOLIDATED STATEMENTS OF OTHER COMPREHENSIVE INCOME

(UNAUDITED)


	For the Three Months Ended March 31,
(Dollars in thousands)	2022			2021
Net income after taxes	$	11,353		$	9,071
Other comprehensive loss, net of tax		(1,717	)		(605	)
Total comprehensive income		9,636			8,466
Less comprehensive income attributable to the non-controlling interest		1,512			640
Total comprehensive income attributable to Medallion Financial Corp.	$	8,124		$	7,826

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

Page 6 of 51

MEDALLION FINANCIAL CORP.

CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY

(UNAUDITED)


(Dollars in thousands)	Common Stock Shares			Common Stock		Capital in Excess of Par		Treasury Stock Shares			Treasury Stock			Retained Earnings (Accumulated Deficit)			Accumulated Other Comprehensive Income (Loss)			Total Stockholders’ Equity			Non- controlling Interest			Total Equity
Balance at December 31, 2021		28,124,629		$	281	$	280,038		(2,951,243	)	$	(24,919	)	$	30,606		$	1,034		$	287,040		$	68,788		$	355,828
Net income		—			—		—		—			—			9,841			—			9,841			1,512			11,353
Distributions to non-controlling interest		—			—		—		—			—			—			—			—			(1,512	)		(1,512	)
Stock-based compensation expense		—			4		594		—			—			—			—			598			—			598
Issuance of restricted stock, net		383,925			—		—		—			—			—			—			—			—			—
Forfeiture of restricted stock, net		(5,730	)		—		—		—			—			—			—			—			—			—
Exercise of stock options		23,192			—		152		—			—			—			—			152			—			152
Purchase of common stock		—			—		—		(67,660	)		(617	)		—			—			(617	)		—			(617	)
Dividend paid on common stock ($0.08 per share)		—			—		—		—			—			(2,044	)		—			(2,044	)		—			(2,044	)
Other comprehensive loss, net of tax		—			—		—		—			—			—			(1,717	)		(1,717	)		—			(1,717	)
Balance at March 31, 2022		28,526,016		$	285	$	280,784		(3,018,903	)	$	(25,536	)	$	38,403		$	(683	)	$	293,253		$	68,788		$	362,041


(Dollars in thousands)	Common Stock Shares			Common Stock		Capital in Excess of Par		Treasury Stock Shares			Treasury Stock			Retained Earnings (Accumulated Deficit)			Accumulated Other Comprehensive Income (Loss)			Total Stockholders’ Equity			Non-controlling Interest			Total Equity
Balance at December 31, 2020		27,828,871		$	278	$	277,539		(2,951,243	)	$	(24,919	)	$	(23,502	)	$	2,012		$	231,408		$	73,153		$	304,561
Net income		—			—		—		—			—			8,431			—			8,431			640			9,071
Distributions to non-controlling interest		—			—		—		—			—			—			—			—			(1,511	)		(1,511	)
Stock-based compensation expense		—			2		496		—			—			—			—			498			—			498
Issuance of restricted stock, net		163,561			—		—		—			—			—			—			—			—			—
Forfeiture of restricted stock, net		(7,602	)		—		—		—			—			—			—			—			—			—
Exercise of stock options		768			—		—		—			—			—			—			—			—			—
Other comprehensive loss, net of tax		—			—		—		—			—			—			(605	)		(605	)		—			(605	)
Balance at March 31, 2021		27,985,598		$	280	$	278,035		(2,951,243	)	$	(24,919	)	$	(15,071	)	$	1,407		$	239,732		$	72,282		$	312,014

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

Page 7 of 51

MEDALLION FINANCIAL CORP.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)


	For the Three Months Ended March 31,
(Dollars in thousands)	2022			2021
CASH FLOWS FROM OPERATING ACTIVITIES
Net income resulting from operations	$	11,353		$	9,071
Adjustments to reconcile net income resulting from operations to net cash provided by operating activities:
Provision for loan losses		3,240			3,019
Paid-in-kind interest income		(172	)		(325	)
Depreciation and amortization		1,640			1,321
Amortization of origination fees, net		2,119			1,656
Increase in deferred and other tax liabilities, net		4,170			3,620
Net change in value of loan collateral in process of foreclosure		1,396			4,002
Net realized losses on sale of investments		241			—
Stock-based compensation expense		598			498
Gain on extinguishment of debt		—			(1,767	)
Decrease in accrued interest receivable		18			1,123
Increase in other assets		(2,455	)		(2,228	)
Increase in accounts payable and accrued expenses		2,833			944
(Decrease) increase in accrued interest payable		(327	)		126
Net cash provided by operating activities		24,654			21,060
CASH FLOWS FROM INVESTING ACTIVITIES
Loans originated		(217,495	)		(150,598	)
Proceeds from principal receipts, sales, and maturities of loans		129,121			113,144
Purchases of investments		(8,407	)		(2,000	)
Proceeds from principal receipts, sales, and maturities of investments		3,856			8,280
Proceeds from the sale and principal payments on loan collateral in process of foreclosure		5,240			3,627
Net cash used for investing activities		(87,685	)		(27,547	)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from time deposits and funds borrowed		200,528			181,179
Repayments of time deposits and funds borrowed		(119,226	)		(144,944	)
Cash dividend paid on common stock		(1,984	)		—
Distributions to non-controlling interests		(1,512	)		(1,511	)
Treasury stock repurchased		(617	)		—
Proceeds from the exercise of stock options		152			—
Net cash provided by financing activities		77,341			34,724
NET INCREASE IN CASH AND CASH EQUIVALENTS		14,310			28,237
Cash and cash equivalents, beginning of period		124,484			112,040
Cash and cash equivalents, end of period (1)	$	138,794		$	140,277
SUPPLEMENTAL INFORMATION
Cash paid during the period for interest	$	7,056		$	7,637
Cash paid during the period for income taxes		12			4
NON-CASH INVESTING
Loans transferred to loan collateral in process of foreclosure, net	$	3,040		$	3,802

(1)

Includes Federal Funds Sold.

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

Page 8 of 51

MEDALLION FINANCIAL CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2022

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

Medallion Financial Corp., or the Company, is a finance company organized as a Delaware corporation that reports as a bank holding company, but is not a bank holding company for regulatory purposes. The Company conducts its business through various wholly-owned subsidiaries including its primary operating company, Medallion Bank, or the Bank, a Federal Deposit Insurance Corporation, or FDIC, insured industrial bank that originates consumer loans, raises deposits, and conducts other banking activities. The 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. The Bank was formed in May 2002 for the purpose of obtaining an industrial bank charter pursuant to the laws of the State of Utah. The Bank originates consumer loans on a national basis for the purchase of recreational vehicles (“RVs”), boats and other consumer recreational equipment and to finance home improvements such as replacement windows and roofs. Prior to 2014, the Bank originated commercial loans to finance the purchase of taxi medallions, all of which are serviced by the Company. The loans are financed primarily with time certificates of deposits which are originated nationally through a variety of brokered deposit relationships.

The Company also conducts business through its subsidiaries Medallion Capital, Inc., or MCI, a Small Business Investment Company, or SBIC, which conducts a mezzanine financing business; Medallion Funding LLC, or MFC, an SBIC, which originates and services medallion and commercial loans; and Freshstart Venture Capital Corp., or FSVC, an SBIC that originated and services medallion and commercial loans. MCI, MFC, and FSVC, as SBICs, are regulated by the Small Business Administration, or SBA. MCI and FSVC are financed in part by the SBA.

In 2019, the Bank began building a strategic partnership program that targets relationships with financial technology, or fintech, companies. The Bank entered into an initial partnership in 2020, a second partnership in 2021, and a third partnership in 2022. The Bank continues to explore opportunities with additional fintech companies.

The Company established a wholly-owned subsidiary, Medallion Financing Trust I, or Fin Trust, for the purpose of issuing unsecured preferred securities to investors. Fin Trust is a separate legal and corporate entity with its own creditors who, in any liquidation of Fin Trust, will be entitled to be satisfied out of Fin Trust’s assets prior to any value in Fin Trust becoming available to Fin Trust’s equity holders. The assets of Fin Trust, aggregating $36.1 million at March 31, 2022, 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.

MFC, through several wholly-owned subsidiaries, together, Medallion Chicago, purchased $8.7 million of City of Chicago taxi medallions out of foreclosure, some of which are leased to fleet operators. The 159 taxi medallions are carried at a net realizable value of $1.0 million in other assets on the Company’s consolidated balance sheet at March 31, 2022 and December 31, 2021.

(2) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Use of Estimates

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

Principles of Consolidation

The consolidated financial statements include the accounts of the Company and all of its wholly-owned and controlled subsidiaries. All significant intercompany transactions, balances, and profits (losses) have been eliminated in consolidation.

Page 9 of 51

The consolidated financial statements have been prepared in accordance with GAAP. The Company consolidates all entities it controls through a majority voting interest, a controlling interest through other contractual rights, or as being identified as the primary beneficiary of VIEs. The primary beneficiary is the party who has both (1) the power to direct the activities of a VIE that most significantly impact the entity’s economic performance, and (2) an obligation to absorb losses of the entity or a right to receive benefits from the entity that could potentially be significant to the entity. For consolidated entities that are less than wholly owned, the third-party’s holding is recorded as non-controlling interest.

Cash and Cash Equivalents

The Company considers all highly liquid instruments with an original purchased maturity of three months or less to be cash equivalents. Cash balances are generally held in accounts at large national or regional banking organizations in amounts that exceed the federally insured limits. As of March 31, 2022, cash includes $1.3 million of interest-bearing funds deposited in other banks, that are mainly callable, with original terms of 4 to 7 years.

Fair Value of Assets and Liabilities

The Company follows the Financial Accounting Standards Board, or FASB, FASB Accounting Standards Codification Topic 820, Fair Value Measurements and Disclosures, or FASB ASC 820, which defines fair value, establishes a framework for measuring fair value, and expands disclosures about fair value measurements. FASB ASC 820 defines fair value as an exit price (i.e. a price that would be received to sell, as opposed to acquire, an asset or transfer a liability), and emphasizes that fair value is a market-based measurement. It establishes a fair value hierarchy that distinguishes between assumptions developed based on market data obtained from independent external sources and the reporting entity’s own assumptions. Further, it specifies that fair value measurement should consider adjustment for risk, such as the risk inherent in the valuation technique or its inputs. See also Notes 12 and 13 to the consolidated financial statements.

Equity Investments

The Company follows FASB ASC Topic 321, Investments – Equity Securities, or ASC 321, which requires all applicable investments in equity securities with a readily determinable fair value to be valued as such, and those without a readily determinable fair value, are measured at cost, less any impairment plus or minus any observable price changes. Equity investments of $10.1 million and $9.7 million at March 31, 2022 and December 31, 2021, comprised mainly of nonmarketable stock and stock warrants, are recorded at cost less any impairment plus or minus observable price changes. As of March 31, 2022, the Company determined that there was no impairment or observable price change.

During 2021, the Company purchased $2.0 million of equity securities with a readily determinable fair value. As a result, all unrealized gains and losses are included in gain (loss) on equity investments. As of March 31, 2022 and December 31, 2021, the fair value of these securities were $1.9 million and $2.0 million and are included in other assets on the consolidated balance sheet.

The table below presents the unrealized portion related to the equity securities held.


	Three Months Ended March 31,
(Dollars in thousands)	2022			2021
Net losses recognized during the period on equity securities	$	(91	)	$	(28	)
Less: Net gains (losses) recognized during the period on equity securities sold during the period		—			—
Unrealized losses recognized during the reporting period on equity securities still held at the reporting date	$	(91	)	$	(28	)

Investment Securities

The Company follows FASB ASC Topic 320, Investments – Debt Securities, or ASC 320, which requires that all applicable investments in debt securities be classified as trading securities, available-for-sale securities, or held-to-maturity securities. Investment securities are purchased from time-to-time in the open market at prices that are greater or lesser than the par value of the investment. The resulting premium or discount is deferred and recognized on a level yield basis as an adjustment to the yield of the related investment. The net premium on investment securities totaled $0.1 million at March 31, 2022 and $0.3 million at December 31, 2021, and less than $0.1 million was amortized to interest income for the three months ended March 31, 2022 and 2021. ASC 320 further requires that held-to-maturity securities be reported at amortized cost and available-for-sale securities be reported at fair value, with unrealized gains and losses excluded from earnings at the date of the consolidated financial statements, and reported in accumulated other comprehensive income (loss) as a separate component of stockholders’ equity, net of the effect of income taxes, until they are sold. At the time of sale, any gains or losses, calculated by the specific identification method, will be recognized as a component of operating results and any amounts previously included in stockholders’ equity, which were recorded net of the income tax effect, will be reversed.

Loans

The Company’s loans are currently reported at the principal amount outstanding, inclusive of deferred loan acquisition costs, which primarily includes deferred fees paid to loan originators, and which is amortized to interest income over the life of the loan.

Page 10 of 51

Loan origination fees and certain direct origination costs are deferred and recognized as an adjustment to the yield of the related loans. At March 31, 2022 and December 31, 2021, net loan origination costs were $28.4 million and $26.1 million. Net amortization to income for the three months ended March 31, 2022 was $2.1 million and $1.7 million for the three months ended March 31, 2021.

Interest income is recorded on the accrual basis. 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. The consumer loan portfolio has different characteristics, typified by a larger number of smaller dollar loans that have similar characteristics. A loan is considered to be impaired, or nonperforming, when based on current information and events, it is unlikely the Company will be able to collect all amounts due according to the contractual terms of the original loan agreement. Management considers loans that are in bankruptcy status, but have not been charged-off, to be impaired. Consumer 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 recovery efforts against both the borrower and the underlying collateral are initiated. For the recreation loan portfolio, the process to repossess the collateral is started at 60 days past due. If the collateral is not located and the account reaches 120 days delinquent, the account is charged-off. If the collateral is repossessed, a loss is recorded by writing the collateral down to its fair value less selling costs, and the collateral is sent to auction. When the collateral is sold, the net auction proceeds are applied to the account, and any remaining balance is written off. Proceeds collected on charged-off accounts are recorded as recoveries. Total loans 90 days or more past due were $4.2 million at March 31, 2022, or 0.27% of the total loan portfolio, compared to $4.0 million, or 0.28%, at December 31, 2021.

In situations where, for economic or legal reasons related to a borrower’s financial difficulties, the Company grants concessions to the borrower for other than an insignificant period of time that the Company would not otherwise consider, the related loan is classified as a troubled debt restructuring, or TDR. The Company strives to identify borrowers in financial difficulty early and work with them to modify their loans to more affordable terms before they reach nonaccrual status. These modified terms may include rate reductions, principal forgiveness, term extensions, payment forbearance and other actions intended to minimize the economic loss to the Company and to avoid foreclosure or repossession of the collateral. For modifications where the Company forgives principal, the entire amount of such principal forgiveness is immediately charged off. Loans classified as TDRs are considered impaired loans. All consumer loans which are party to a Chapter 13 bankruptcy are immediately classified as TDRs. The Company’s policy with regard to bankrupt recreation loans is to take an immediate 40% write down of the loan balance.

Loan collateral in process of foreclosure primarily includes medallion loans that have reached 120 days past due and have been charged-down to their net realizable value, in addition to consumer repossessed collateral in the process of being sold. For New York City medallion loans in the process of foreclosure, although market prices fluctuate, and may exceed the internally determined value, the Company continued to utilize a net value of $79,500 when assessing net realizable value for the medallion loans, despite fluctuating current transfer prices which may exceed that level from time to time. The medallion loan component reflects that the collection activities on the loans have transitioned from working with the borrower, to the liquidation of the collateral securing the loans.

The Company accounts for its sales of loans in accordance with FASB Accounting Standards Codification Topic 860, Transfers and Servicing, or FASB ASC 860, which provides accounting and reporting standards for transfers and servicing of financial assets and extinguishments of liabilities. In accordance with FASB ASC 860, the Company had elected the fair value measurement method for its servicing assets and liabilities. The principal portion of loans serviced for others by the Company and its affiliates was $20.5 million at March 31, 2022 and December 31, 2021. The Company has evaluated the servicing aspect of its business in accordance with FASB ASC 860 and determined that no material servicing asset or liability existed as of March 31, 2022 and December 31, 2021.

Allowance for Loan Losses

The allowance for loan losses is evaluated on a regular basis by management and is based upon management’s periodic review of the collectability of the loans in light of historical experience, the nature and volume of the loan portfolio, adverse situations that may affect the borrower’s ability to repay, estimated value of any underlying collateral, prevailing economic conditions, and excess concentration risks. In analyzing the adequacy of the allowance for loan losses, the Company uses historical delinquency and actual loss rates with a one-year lookback period for consumer loans. For commercial loans deemed nonperforming, the historical loss experience and other projections are looked at. For medallion loans, delinquent nonperforming loans are valued at collateral value for the most recent quarter. Collateral value for the medallion loans is generally determined utilizing factors deemed relevant under the circumstances of the market including but not limited to: actual transfers, pending transfers, median and average sales prices, discounted cash flows, market direction and sentiment, and general economic trends for the industry and economy. This evaluation is inherently subjective, as it requires estimates that are susceptible to significant revision as more information becomes available. As a result of COVID-19, the Company determined that anticipated payment activity on the medallion portfolio was impossible to quantify upon exit of the six-month deferral period with borrowers, and therefore deemed all such loans as impaired in the third quarter of 2020. As a result, all medallion loans were placed on nonaccrual and reserved down to collateral value, net of liquidation costs, of $79,500 for New York City medallions. The Company continued to use $79,500 as its internally determined value for assessing net realizable value for the medallion loans, despite fluctuating current transfer prices which may exceed that level from time to time. The Company continues to monitor the

Page 11 of 51

impact of COVID-19 on the consumer, commercial, and medallion loans. Credit losses are deducted from the allowance and subsequent recoveries are added back to the allowance.

Goodwill and Intangible Assets

The Company’s goodwill and intangible assets arose as a result of the excess of fair value over book value for several of the Company’s previously unconsolidated portfolio investment companies as of April 2, 2018. This fair value was brought forward under the Company’s new reporting, and was subject to a purchase price accounting allocation process conducted by an independent third-party expert to arrive at the current categories and amounts. Goodwill is not amortized, but is subject to quarterly review by management to determine whether additional impairment testing is needed, and such testing is performed at least on an annual basis. Intangible assets are amortized over their useful life of approximately 20 years. As of March 31, 2022 and December 31, 2021, the Company had goodwill of $150.8 million, all of which related to the Bank. As of March 31, 2022 and December 31, 2021, the Company had intangible assets of $23.1 million and $23.5 million. Amortization expense on the intangible assets for the three months ended March 31, 2022 and 2021 was $0.4 million. Additionally, loan portfolio premiums of $12.4 million were determined as of April 2, 2018, of which $0.4 million and $0.5 million were outstanding as of March 31, 2022 and December 31, 2021, and of which $0.1 million was amortized to interest income for the three months ended March 31, 2022 and 2021. Management performed a step 0 analysis in assessing the goodwill and intangibles for impairment at December 31, 2021, concluding that there was no impairment of these assets. The Company has reviewed these assets, all of which relate to the Bank, and concluded that no impairment exists as of March 31, 2022.

The table below shows the details of the intangible assets as of the dates presented.


(Dollars in thousands)	March 31, 2022		December 31, 2021
Brand-related intellectual property	$	17,600	$	17,874
Home improvement contractor relationships		5,520		5,606
Total intangible assets	$	23,120	$	23,480

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 $0.1 million for the three months ended March 31, 2022 and 2021.

Deferred Costs

Deferred financing costs represent costs associated with obtaining the Company’s borrowing facilities, and are amortized on a straight-line basis over the lives of the related financing agreements and life of the respective pool. Amortization expense was $0.6 million for the three months ended March 31, 2022 and was $0.6 million for the three months ended March 31, 2021. In addition, the Company capitalizes certain costs for transactions in the process of completion (other than business combinations), including those for potential investments, and the sourcing of other financing alternatives. Upon completion or termination of the transaction, any accumulated amounts will be amortized against income over an appropriate period, or written off. The amount on the Company’s balance sheet for all of these purposes were $7.2 million and $7.1 million as of March 31, 2022 and December 31, 2021.

Income Taxes

Income taxes are accounted for using the asset and liability approach in accordance with FASB ASC Topic 740, Income Taxes, or ASC 740. Deferred tax assets and liabilities reflect the impact of temporary differences between the carrying amount of assets and liabilities and their tax basis and are stated at tax rates expected to be in effect when taxes are actually paid or recovered. Deferred tax assets are also recorded for net operating losses, capital losses and any tax credit carryforwards. A valuation allowance is provided against a deferred tax asset when it is more likely than not that some or all of the deferred tax assets will not be realized. All available evidence, both positive and negative, is considered to determine whether a valuation allowance for deferred tax assets is needed. Items considered in determining the Company’s valuation allowance include expectations of future earnings of the appropriate tax character, recent historical financial results, tax planning strategies, the length of statutory carryforward periods and the expected timing of the reversal of temporary differences. The Company recognizes tax benefits of uncertain tax positions only when the position is more likely than not to be sustained assuming examination by tax authorities. The Company records income tax related interest and penalties, if applicable, within current income tax expense.

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Earnings Per Share (EPS)

Basic earnings per share are computed by dividing net income (loss) resulting from operations available to common stockholders 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, or if restricted stock vests, and has been computed after considering to the weighted average dilutive effect of the Company’s stock options and restricted stock. 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, including unvested compensation expense related to the shares, 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 March 31,
(Dollars in thousands, except share and per share data)	2022		2021
Net income available to common stockholders	$	9,841	$	8,431
Weighted average common shares outstanding applicable to basic EPS		24,770,134		24,518,775
Effect of dilutive stock options		89,507		21,168
Effect of restricted stock grants		223,925		355,165
Adjusted weighted average common shares outstanding applicable to diluted EPS		25,083,566		24,895,108
Basic income per share	$	0.40	$	0.34
Diluted income per share		0.39		0.34

Potentially dilutive common shares excluded from the above calculations aggregated 466,867 and 1,188,455 shares as of March 31, 2022 and 2021.

Stock Compensation

The Company follows FASB ASC Topic 718, or ASC 718, Compensation – Stock Compensation, for its equity incentive, stock option, and restricted stock plans, and accordingly, the Company recognizes the expense of these grants as required. Stock-based employee compensation costs pertaining to stock options are reflected in net income resulting from operations for any new grants using the fair values established by usage of the Black-Scholes option pricing model, expensed over the vesting period of the underlying option. Stock-based employee compensation costs pertaining to restricted stock are reflected in net income resulting from operations for any new grants using the grant date fair value of the shares granted, expensed over the vesting period of the underlying stock.

During the three months ended March 31, 2022 and 2021, the Company issued 383,925 and 163,561 restricted shares of stock-based compensation awards, issued 0 and 317,398 shares of other stock-based compensation awards, and issued no restricted stock units; and recognized $0.6 million, or $0.02 per share, for the three months ended March 31, 2022, and $0.5 million, or $0.02 for the three months ended March 31, 2021, of non-cash stock-based compensation expense related to the grants. As of March 31, 2022, the total remaining unrecognized compensation cost related to unvested stock options and restricted stock was $5.1 million, which is expected to be recognized over the next 12 quarters.

Regulatory Capital

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

FDIC-insured banks, including the 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, the Bank is subject to certain restrictions on any extensions of credit to, or other covered transactions with, such as certain purchases of assets, the Company or its affiliates.

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Quantitative measures established by regulation to ensure capital adequacy require the Bank to maintain minimum amounts and ratios as defined in the regulations (set forth in the table below). Additionally, as conditions of granting the Bank’s application for federal deposit insurance, the FDIC ordered that the Tier 1 leverage capital to total assets ratio, as defined, be not less than 15%, a level which could preclude its ability to pay dividends to the Company, and that an adequate allowance for loan losses be maintained. As of March 31, 2022, the Bank’s Tier 1 leverage ratio was 17.51%. The Bank’s actual capital amounts and ratios, and the regulatory minimum ratios are presented in the following table.


	Regulatory
(Dollars in thousands)	Minimum			Well-Capitalized			March 31, 2022			December 31, 2021
Common equity tier 1 capital							$	205,731		$	193,459
Tier 1 capital								274,519			262,247
Total capital								294,472			281,211
Average assets								1,567,781			1,495,726
Risk-weighted assets								1,563,232			1,482,678
Leverage ratio (1)		4.0	%		5.0	%		17.5	%		17.5	%
Common equity tier 1 capital ratio (2)		7.0			6.5			13.2			13.1
Tier 1 capital ratio (3)		8.5			8.0			17.6			17.7
Total capital ratio (3)		10.5			10.0			18.8			19.0

(1)

Calculated by dividing Tier 1 capital by average assets.

(2)

Calculated by subtracting preferred stock or non-controlling interest from Tier 1 capital and dividing by risk-weighted assets.

(3)

Calculated by dividing Tier 1 or total capital by risk-weighted assets.

In the table above, the minimum risk-based ratios as of March 31, 2022 and December 31, 2021 reflect the capital conservation buffer of 2.5%. The minimum regulatory requirements, inclusive of the capital conservation buffer, were the binding requirements for the risk-based requirements, and the “well-capitalized” requirements were the binding requirements for Tier 1 leverage capital as of both March 31, 2022 and December 31, 2021.

Recently Issued Accounting Standards

In June 2016, the FASB issued ASU 2016-13, Financial Instruments – Credit Losses, or Topic 326: Measurement of Credit Losses on Financial Instruments, or ASU 2016-13. The main objective of this new standard is to provide financial statement users with more decision-useful information about the expected credit losses on financial assets and other commitments to extend credit held by a reporting entity at each reporting date. Under the FASB’s new standard, the concepts used by entities to account for credit losses on financial instruments will fundamentally change. The existing “probable” and “incurred” loss recognition threshold is removed. Loss estimates are based upon lifetime “expected” credit losses. The use of past and current events must now be supplemented with “reasonable and supportable” expectations about the future to determine the amount of credit loss. The collective changes to the recognition and measurement accounting standards for financial instruments and their anticipated impact on the allowance for credit losses modeling have been universally referred to as the CECL (current expected credit loss) model. ASU 2016-13 applies to all entities and is effective for fiscal years beginning after December 15, 2019 for public entities, with early adoption permitted. In November 2019, the FASB issued ASU 2019-10 to defer implementation of the standard for smaller reporting companies, such as the Company, to fiscal years beginning after December 15, 2022. The Company is assessing the impact the update will have on its financial statements, and expects the update to have a material impact on the Company’s accounting for estimated credit losses on its loans.

In August 2021, the FASB issued ASU 2021-06, Presentation of Financial Statements, or Topic 205: Depository and Lending, or Topic 942: and Financial Services – Investment Companies, or Topic 946: Measurement of Credit Losses on Financial Instruments, or ASU 2016-13. This new standard amends certain SEC paragraphs from the Codification in response to the issuance of SEC Final Rule No. 33-10786, Amendments to Financial Disclosures About Acquired and Disposed Businesses and SEC Rule No. 33-10835, Update of Statistical Disclosures for Bank and Savings and Loan Registrants. The Company has assessed the impact the update and determined it does not have a material impact on the accompanying financial statements.

In March 2022, the FASB issued ASU 2022-02, Financial Instruments – Credit Losses, or Topic 326: Troubled Debt Restructurings and Vintage Disclosures, or ASU 2022-02. The main objective of this new standard is to amend ASU 2016-13 in response to feedback received from the post-implementation review process. The amendments update ASU 2016-13 to require that an entity measure and record the lifetime expected credit losses on an asset upon origination or acquisition, and, as a result, credit losses from loans modified as troubled debt restructurings (TDRs) have been incorporated into the allowance for credit losses. The amendments also

Page 14 of 51

require the disclosure of current period gross write-offs, by year of origination, for financing receivables. We are assessing the impact the update will have on our financial statements.

Reclassifications

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

(3) INVESTMENT SECURITIES

Fixed maturity securities available for sale at March 31, 2022 and December 31, 2021 consisted of the following:


March 31, 2022 (Dollars in thousands)	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses			Fair Value
Mortgage-backed securities, principally obligations of US federal agencies	$	41,902	$	112	$	(1,961	)	$	40,053
State and municipalities		7,280		10		(268	)		7,022
Total	$	49,182	$	122	$	(2,229	)	$	47,075

December 31, 2021 (Dollars in thousands)	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses			Fair Value
Mortgage-backed securities, principally obligations of US federal agencies	$	35,469	$	672	$	(403	)	$	35,738
State and municipalities		9,025		60		(51	)		9,034
Total	$	44,494	$	732	$	(454	)	$	44,772

The amortized cost and estimated market value of investment securities at March 31, 2022 by contractual maturity are shown below. Actual maturities will differ from contractual maturities because borrowers may have the right to call or prepay obligations with or without call or prepayment penalties.


March 31, 2022 (Dollars in thousands)	Amortized Cost		Fair Value
Due in one year or less	$	22	$	22
Due after one year through five years		9,568		9,494
Due after five years through ten years		9,734		9,238
Due after ten years		29,858		28,321
Total	$	49,182	$	47,075

The following tables show information pertaining to securities with gross unrealized losses at March 31, 2022 and December 31, 2021, aggregated by investment category and length of time that individual securities have been in a continuous loss position.


	Less than Twelve Months					Twelve Months and Over
March 31, 2022 (Dollars in thousands)	Gross Unrealized Losses			Fair Value		Gross Unrealized Losses			Fair Value
Mortgage-backed securities, principally obligations of US federal agencies	$	(759	)	$	18,862	$	(1,202	)	$	11,040
State and municipalities		(137	)		3,119		(131	)		1,474
Total	$	(896	)	$	21,981	$	(1,333	)	$	12,514

	Less than Twelve Months					Twelve Months and Over
December 31, 2021 (Dollars in thousands)	Gross Unrealized Losses			Fair Value		Gross Unrealized Losses			Fair Value
Mortgage-backed securities, principally obligations of US federal agencies	$	(403	)	$	16,330	$	—		$	—
State and municipalities		(9	)		2,124		(42	)		(1,956	)
Total	$	(412	)	$	18,454	$	(42	)	$	(1,956	)

The Company had 37 and 15 securities at March 31, 2022 and December 31, 2021, with unrealized losses that have not been recognized into income because the issuers’ bonds are of high credit quality, and the Company has the intent and ability to hold the securities for the foreseeable future. The fair value is expected to recover as the bonds approach the maturity date.

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(4) LOANS AND ALLOWANCE FOR LOAN LOSSES

The following table shows the major classification of loans, inclusive of capitalized loan origination costs, at March 31, 2022 and December 31, 2021.


	March 31, 2022						December 31, 2021
(Dollars in thousands)	Amount			As a Percent of Gross Loans			Amount			As a Percent of Gross Loans
Recreation	$	1,004,091			64	%	$	961,320			65	%
Home improvement		473,408			30			436,772			29
Commercial		77,867			5			76,696			5
Medallion		13,849			1			14,046			1
Strategic partnership		226			0			90			—
Total gross loans		1,569,441			100	%		1,488,924			100	%
Allowance for loan losses		(50,686	)					(50,166	)
Total net loans	$	1,518,755					$	1,438,758

The following tables show the activity of the gross loans for the three months ended March 31, 2022 and 2021.


(Dollars in thousands)	Recreation			Home Improvement			Commercial			Medallion			Strategic Partnership			Total
Gross loans – December 31, 2021	$	961,320		$	436,772		$	76,696		$	14,046		$	90		$	1,488,924
Loan originations		114,406			89,820			4,400			92			5,009			213,727
Principal payments, sales, maturities, and recoveries		(65,116	)		(52,164	)		(1,817	)		(85	)		(4,873	)		(124,055	)
Charge-offs		(5,067	)		(1,060	)		(1,584	)		(75	)		—			(7,786	)
Transfer to loan collateral in process of foreclosure, net		(2,911	)		—			—			(129	)		—			(3,040	)
Amortization of origination costs		(2,439	)		320			—			—			—			(2,119	)
Amortization of loan premium		(60	)		(90	)		—			—			—			(150	)
FASB origination costs, net		3,958			(190	)		—			—			—			3,768
Paid-in-kind interest		—			—			172			—			—			172
Gross loans – March 31, 2022	$	1,004,091		$	473,408		$	77,867		$	13,849		$	226		$	1,569,441


(Dollars in thousands)	Recreation			Home Improvement			Commercial			Medallion			Strategic Partnership			Total
Gross loans – December 31, 2020	$	792,686		$	334,033		$	65,327		$	37,768		$	24		$	1,229,838
Loan originations		93,850			48,059			4,156			—			1,944			148,009
Principal payments, sales, maturities, and recoveries		(55,958	)		(39,637	)		(10,965	)		(636	)		(1,910	)		(109,106	)
Charge-offs		(5,053	)		(681	)					(1,114	)		—			(6,848	)
Transfer to loan collateral in process of foreclosure, net		(3,053	)		—			—			(696	)		—			(3,749	)
Amortization of origination costs		(2,162	)		497			11			(2	)		—			(1,656	)
Amortization of loan premium		(41	)		(76	)		—			(70	)		—			(187	)
FASB origination costs, net		2,663			(74	)		—			—			—			2,589
Paid-in-kind interest		—			—			325			—			—			325
Gross loans – March 31, 2021	$	822,932		$	342,121		$	58,854		$	35,250		$	58		$	1,259,215

The following table sets forth the activity in the allowance for loan losses for the three months ended March 31, 2022 and 2021.


	Three Months Ended March 31,
(Dollars in thousands)	2022			2021
Allowance for loan losses – beginning balance	$	50,166		$	57,548
Charge-offs
Recreation		(5,067	)		(5,053	)
Home improvement		(1,060	)		(681	)
Commercial		(1,584	)		—
Medallion		(75	)		(1,114	)
Total charge-offs		(7,786	)		(6,848	)
Recoveries
Recreation		3,510			2,469
Home improvement		559			432
Commercial		34			—
Medallion		963			1,189
Total recoveries		5,066			4,090
Net charge-offs (1)		(2,720	)		(2,758	)
Provision for loan losses		3,240			3,019
Allowance for loan losses – ending balance (2)	$	50,686		$	57,809

(1)

As of March 31, 2022, cumulative net charge-offs of loans and loan collateral in process of foreclosure in the medallion loan portfolio were $257.0 million, some of which may represent collection opportunities for the Company.

(2)

As of March 31, 2022 and March 31, 2021, there was no allowance for loan losses and net charge-offs related to the strategic partnership loans.

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The following tables set forth the allowance for loan losses by type as of March 31, 2022 and December 31, 2021.


March 31, 2022 (Dollars in thousands)	Amount		Percentage of Allowance			Allowance as a Percent of Loan Category			Allowance as a Percent of Nonaccrual
Recreation (1)	$	32,558		64	%		3.24	%		98.99	%
Home improvement (2)		8,059		16			1.70			24.50
Commercial		828		2			1.06			2.52
Medallion		9,241		18			66.73			28.10
Total	$	50,686		100	%		3.23	%		154.10	%


December 31, 2021 (Dollars in thousands)	Amount		Percentage of Allowance			Allowance as a Percent of Loan Category			Allowance as a Percent of Nonaccrual
Recreation (1)	$	32,435		64	%		3.37	%		91.18	%
Home improvement (2)		7,356		15			1.68		20.68
Commercial		1,141		2			1.49			3.21
Medallion		9,234		19			65.74			25.96
Total	$	50,166		100	%		3.37	%		141.03	%

The following table presents total nonaccrual loans and foregone interest, substantially all of which is in the medallion portfolio. The fluctuation in nonaccrual interest foregone is due to past due loans and market conditions.


(Dollars in thousands)	March 31, 2022			December 31, 2021
Total nonaccrual loans	$	32,891		$	35,571
Interest foregone for the year		754			1,620
Amount of foregone interest applied to principal for the year		107			432
Interest foregone life-to-date		2,458			3,623
Amount of foregone interest applied to principal life-to-date		1,016			942
Percentage of nonaccrual loans to gross loan portfolio		2	%		2	%
Percentage of allowance for loan losses to nonaccrual loans		154	%		141	%

The following tables present the performance status of loans as of March 31, 2022 and December 31, 2021.


March 31, 2022 (Dollars in thousands)	Performing		Nonperforming		Total		Percentage of Nonperforming to Total
Recreation	$	998,590	$	5,501	$	1,004,091		0.55	%
Home improvement		473,114		294		473,408		0.06
Commercial		64,357		13,510		77,867		17.35
Medallion		—		13,849		13,849		100.00
Strategic partnership		226		—		226		—
Total	$	1,536,287	$	33,154	$	1,569,441		2.11	%

December 31, 2021 (Dollars in thousands)	Performing		Nonperforming		Total		Percentage of Nonperforming to Total
Recreation	$	955,763	$	5,557	$	961,320		0.58	%
Home improvement		436,640		132		436,772		0.03
Commercial		60,366		16,330		76,696		21.29
Medallion		—		14,046		14,046		100.00
Strategic partnership		90		—		90		—
Total	$	1,452,859	$	36,065	$	1,488,924		2.42	%

For those loans aged under 90 days past due, there is a possibility that their delinquency status will continue to deteriorate and they will subsequently be placed on nonaccrual status and be reserved for, and as such, deemed nonperforming.

Page 17 of 51

The following tables provide additional information on attributes of the nonperforming loan portfolio as of March 31, 2022 and December 31, 2021, all of which had an allowance recorded against the principal balance.


	March 31, 2022						December 31, 2021
(Dollars in thousands)	Recorded Investment		Unpaid Principal Balance		Related Allowance		Recorded Investment		Unpaid Principal Balance		Related Allowance
With an allowance recorded
Recreation	$	5,501	$	5,501	$	186	$	5,557	$	5,557	$	188
Home improvement		294		294		5		132		132		2
Commercial		13,510		13,555		828		16,330		16,360		1,141
Medallion		13,849		14,821		9,241		14,046		14,958		8,837
Total nonperforming loans with an allowance	$	33,154	$	34,171	$	10,260	$	36,065	$	37,007	$	10,168


	For the Three Months Ended March 31,
	2022				2021
(Dollars in thousands)	Average Investment Recorded		Interest Income Recognized		Average Investment Recorded		Interest Income Recognized
With an allowance recorded
Recreation	$	5,207	$	129	$	5,617	$	184
Home improvement		298		1		150		—
Commercial		16,368		—		17,358		—
Medallion		15,943		—		35,535		—
Total nonperforming loans with an allowance	$	37,816	$	130	$	58,660	$	184

The following tables show the aging of all loans as of March 31, 2022 and December 31, 2021.


March 31, 2022	Days Past Due												Recorded Investment 90 Days and
(Dollars in thousands)	30-59		60-89		90 +		Total		Current		Total (1)		Accruing
Recreation	$	18,927	$	6,096	$	3,802	$	28,825	$	944,347	$	973,172	$	—
Home improvement		1,379		672		297		2,348		473,179		475,527		—
Commercial		—		—		74		74		77,793		77,867		—
Medallion		—		146		—		146		13,704		13,850		—
Strategic partnership		—		—		—		—		226		226		—
Total	$	20,306	$	6,914	$	4,173	$	31,393	$	1,509,249	$	1,540,642	$	—

(1)

Excludes loan premiums of $0.4 million and $28.4 million of capitalized loan origination costs.


December 31, 2021	Days Past Due												Recorded Investment 90 Days and
(Dollars in thousands)	30-59		60-89		90 +		Total		Current		Total (1)		Accruing
Recreation	$	20,037	$	6,569	$	3,818	$	30,424	$	901,435	$	931,859	$	—
Home improvement		1,517		479		132		2,128		436,803		438,931		—
Commercial		1,795		—		74		1,869		74,827		76,696		—
Medallion		215		7,125		—		7,340		6,706		14,046		—
Strategic partnership		—		—		—		—		90		90		—
Total	$	23,564	$	14,173	$	4,024	$	41,761	$	1,419,861	$	1,461,622	$	—

(1)

Excludes loan premiums of $0.5 million and $26.8 million of capitalized loan origination costs.

The Company estimates that the weighted average loan-to-value ratio of the medallion loans was approximately 295% as of March 31, 2022 and December 31, 2021.

The following table shows the TDRs which the Company entered into during the three months ended March 31, 2022.


(Dollars in thousands)	Number of Loans		Pre- Modification Investment		Post- Modification Investment
Recreation loans		10		129		129
Medallion loans		2		252		252

During the twelve months ended March 31, 2022, there were no medallion loans modified as TDRs in default as of March 31, 2022, 24 recreation loans modified as TDRs were in default and had an investment value of $0.3 million as of March 31, 2022, and no commercial loans modified as TDRs were in default.

Page 18 of 51

The following table shows the TDRs which the Company entered into during the three months ended March 31, 2021.


(Dollars in thousands)	Number of Loans		Pre- Modification Investment		Post- Modification Investment
Recreation loans		18		172		166
Medallion loans		8		2,738		2,738

During the twelve months ended March 31, 2021, 35 medallion loans modified as TDRs were in default and had an investment value of $20.6 million as of March 31, 2021, net of a $16.1 million allowance for loan losses, and 36 recreation loans modified as TDRs were in default and had an investment value of $0.4 million as of March 31, 2021 and an allowance for loan losses of less than $0.1 million.

The following tables show the activity of loan collateral in process of foreclosure, which relate only to the recreation and medallion loans, for the three months ended March 31, 2022 and 2021.


Three Months Ended March 31, 2022 (Dollars in thousands)	Recreation			Medallion			Total
Loan collateral in process of foreclosure – December 31, 2021	$	1,720		$	35,710		$	37,430
Transfer from loans, net		2,911			129			3,040
Sales		(2,252	)		(116	)		(2,368	)
Cash payments received		—			(2,872	)		(2,872	)
Collateral valuation adjustments		(1,010	)		(386	)		(1,396	)
Loan collateral in process of foreclosure – March 31, 2022	$	1,369		$	32,465		$	33,834


Three Months Ended March 31, 2021 (Dollars in thousands)	Recreation			Medallion			Total
Loan collateral in process of foreclosure – December 31, 2020	$	1,432		$	53,128		$	54,560
Transfer from loans, net		3,053			749			3,802
Sales		(2,298	)		—			(2,298	)
Cash payments received		—			(1,329	)		(1,329	)
Collateral valuation adjustments		(1,217	)		(2,785	)		(4,002	)
Loan collateral in process of foreclosure – March 31, 2021	$	970		$	49,763		$	50,733

As of March 31, 2022, medallion loans in the process of foreclosure included 481 medallions in the New York market, 335 medallions in the Chicago market, 61 medallions in the Newark market, and 47 medallions in other markets.

(5) FUNDS BORROWED

The outstanding balances of funds borrowed were as follows:


	Payments Due for the Twelve Months Ending March 31,
(Dollars in thousands)	2023		2024		2025		2026		2027		Thereafter		March 31, 2022(1)		December 31, 2021(1)		Interest Rate (2)
Deposits (3)	$	405,783	$	254,340	$	343,449	$	170,965	$	160,252	$	—	$	1,334,789	$	1,253,288		1.24	%
Privately placed notes		—		36,000		—		31,250		—		53,750		121,000		121,000		7.66
SBA debentures and borrowings		5,000		2,500		21,264		15,500		4,500		21,000		69,764		69,963		2.95
Preferred securities		—		—		—		—		—		33,000		33,000		33,000		2.71
Total	$	410,783	$	292,840	$	364,713	$	217,715	$	164,752	$	107,750	$	1,558,553	$	1,477,251		1.84	%

(1)

Excludes deferred financing costs of $7.2 million and $7.1 million as of March 31, 2022 and December 31, 2021.

(2)

Weighted average contractual rate as of March 31, 2022.

(3)

Balance excludes $0.8 million of strategic partner reserve deposits as of March 31, 2022 and December 31, 2021.

Page 19 of 51

(A) DEPOSITS

Most deposits are raised through the use of investment brokerage firms that package time deposits in denominations of less than $250,000 qualifying for FDIC insurance into larger pools that are sold to the Bank. The rates paid on the deposits are highly competitive with market rates paid by other financial institutions. Additionally, a brokerage fee is paid, depending on the maturity of the deposits, which averages less than 0.15%. Interest on the deposits is accrued daily and paid monthly, quarterly, semiannually, or at maturity. The Bank did not have any individual time deposits greater than $0.1 million as of March 31, 2022. In October 2020, the Bank began to originate time deposits through an internet listing service. These deposits are from other financial institutions and, as of March 31, 2022 and December 31, 2021, the Bank had $8.7 million in listing services deposits. The following table presents the maturity of the deposit pools, which excludes strategic partner reserve deposits, as of March 31, 2022.


(Dollars in thousands)	March 31, 2022
Three months or less	$	168,243
Over three months through six months		73,985
Over six months through one year		163,555
Over one year		929,006
Total deposits	$	1,334,789

(B) PRIVATELY PLACED NOTES

In February 2021, the Company completed a private placement to certain institutional investors of $25.0 million aggregate principal amount of 7.25% unsecured senior notes due February 2026, with interest payable semiannually. In March 2021, an additional $3.3 million principal amount of such notes was issued to certain institutional investors. Subsequently in April 2021, an additional $3.0 million principal amount of such notes was issued to certain institutional investors. The Company used the net proceeds from the offering for general corporate purposes, including repayment of outstanding debt.

In December 2020, the Company completed a private placement to certain institutional investors of $33.6 million aggregate principal amount of 7.50% unsecured senior notes due December 2027, with interest payable semiannually. In February and March 2021, an additional $8.5 million principal amount of such notes was issued to certain institutional investors. Subsequently in April 2021, an additional $11.7 million principal amount of such notes was issued to certain institutional investors. The Company used the net proceeds from the offering for general corporate purposes, including repayment of outstanding debt.

In March 2019, the Company completed a private placement to certain institutional investors of $30.0 million aggregate principal amount of 8.25% unsecured senior notes due 2024, with interest payable semiannually. The Company used the net proceeds from the offering for general corporate purposes, including repaying certain borrowings under its notes payable to banks at a discount which led to a gain of $4.1 million in 2019. In August 2019, an additional $6.0 million principal amount of such notes was issued to certain institutional investors.

In April 2016, the Company issued a total of $33.6 million aggregate principal amount of 9.00% unsecured notes due 2021, with interest payable quarterly in arrears. The Company used the net proceeds from the offering of approximately $31.8 million to make loans and other investments in portfolio companies and for general corporate purposes, including repaying borrowings under its DZ loan in the ordinary course of business. These notes were repaid at maturity on April 15, 2021.

Over the years, the SBA has approved commitments for MCI and FSVC, typically for a four and half year term and a 1% fee, which fee was paid. During 2017, the SBA restructured FSVC’s debentures with SBA totaling $33.5 million in principal into a new loan by the SBA to FSVC in the principal amount of $34.0 million, or the SBA Loan. In connection with the SBA Loan, FSVC executed a Note, or the SBA Note, with an effective date of March 1, 2017, in favor of SBA, in the principal amount of $34.0 million. The SBA Loan bears interest at a rate of 3.25% and all remaining unpaid principal and interest are due on April 30, 2024, the maturity date. As of March 31, 2022, there were $9.5 million commitments available, and $69.8 million was outstanding, including $8.8 million under the SBA Note.

On July 31, 2020, MCI accepted a commitment from the SBA for $25.0 million in debenture financing. As part of the acceptance, MCI paid the SBA a 1% commitment fee. The commitment expires September 24, 2024. As of March 31, 2022, $15.5 million of the commitment had been drawn, including $8.5 million to replace debentures which matured in 2021. The remaining balance of $9.5 million is drawable upon the infusion of $4.8 million of capital from either the capitalization of retained earnings or capital infusion from the Company.

Page 20 of 51

(D) PREFERRED SECURITIES

In June 2007, the Company issued and sold $36.1 million aggregate principal amount of unsecured junior subordinated notes to Fin Trust which, in turn, sold $35.0 million of preferred securities to Merrill Lynch International and issued 1,083 shares of common stock to the Company. The notes bear a variable rate of interest of 90 day LIBOR (0.96% at March 31, 2022) plus 2.13%. The notes mature in September 2037 and are prepayable at par. Interest is payable quarterly in arrears. The terms of the preferred securities and the notes are substantially identical. In December 2007, $2.0 million of the preferred securities were repurchased from a third-party investor. As of March 31, 2022, $33.0 million was outstanding on the preferred securities.

(E) COVENANT COMPLIANCE

From time to time the Company may enter into debt agreements which may contain restrictions that require the Company and its subsidiaries to maintain certain financial ratios, including minimum net worth. As of March 31, 2022, the Company did not have any borrowing agreements that contained any such restrictions.

(6) LEASES

The Company has leased premises that expire at various dates through November 30, 2027 subject to various operating leases. The Company has implemented ASC Topic 842 under a modified retrospective approach in which no adjustments have been made to the prior year balances.

The following table presents the operating lease costs and additional information for the three months ended March 31, 2022 and 2021.


	Three Months Ended March 31,
(Dollars in thousands)	2022			2021
Operating lease costs	$	590		$	572
Cash paid for amounts included in the measurement of lease liabilities
Operating cash flows from operating leases		645			675
Right-of-use asset obtained in exchange for lease liability		(45	)		(18	)

The following table presents the breakout of the operating leases as of March 31, 2022 and December 31, 2021.


(Dollars in thousands)	March 31, 2022			December 31, 2021
Operating lease right-of-use assets	$	9,536		$	10,045
Other current liabilities		2,153			2,159
Operating lease liabilities		8,548			9,053
Total operating lease liabilities		10,701			11,212
Weighted average remaining lease term	5.2 years			5.4 years
Weighted average discount rate		5.54	%		5.54	%

At March 31, 2022, maturities of the lease liabilities were as follows:


(Dollars in thousands)
Remainder of 2022	$	1,823
2023		2,356
2024		2,373
2025		2,390
2026		2,408
Thereafter		1,164
Total lease payments		12,514
Less imputed interest		1,813
Total operating lease liabilities	$	10,701

(7) INCOME TAXES

The Company is subject to federal and applicable state corporate income taxes on its taxable ordinary income and capital gains. As a corporation taxed under Subchapter C of the Internal Revenue Code, the Company is able, and intends, to file a consolidated federal income tax return with corporate subsidiaries, in which it holds 80% or more of the outstanding equity interest measured by both vote and fair value.

Page 21 of 51

The following table sets forth the significant components of our deferred and other tax assets and liabilities as of March 31, 2022 and December 31, 2021.


(Dollars in thousands)	March 31, 2022			December 31, 2021
Goodwill and other intangibles	$	(43,766	)	$	(43,894	)
Provision for loan losses		10,115			11,057
Net operating loss carryforwards (1)		9,627			12,167
Accrued expenses, compensation, and other assets		1,901			2,579
Unrealized gains on other investments		2,687			2,176
Total deferred tax liability		(19,436	)		(15,915	)
Valuation allowance(2)		(2,295	)		(2,295	)
Deferred tax liability, net	$	(21,731	)	$	(18,210	)

(1)

As of March 31, 2022, the Company and its subsidiaries had an estimated $42.3 million of net operating loss carryforwards, $1.7 million of which expires at various dates between December 31, 2026 and December 31, 2035, which had a net carrying value of $7.3 million as of March 31, 2022.

(2)

During the three months ended March 31, 2022, it was determined that the likelihood of utilization of certain net operating losses was remote and a valuation allowance of $1.8 million was assessed against these assets.

The components of our tax provision for the three months ended March 31, 2022 and 2021 was as follows:


	Three Months Ended March 31,
(Dollars in thousands)	2022		2021
Current
Federal	$	504	$	—
State		322		170
Deferred
Federal		3,220		3,053
State		785		655
Net provision for income taxes	$	4,831	$	3,878

The following table presents a reconciliation of statutory federal income tax provision to consolidated actual income tax provision for the three months ended March 31, 2022 and 2021.


	Three Months Ended March 31,
(Dollars in thousands)	2022		2021
Statutory Federal income tax provision at 21%	$	3,399	$	2,719
State and local income taxes, net of federal income tax		665		532
Change in state income tax accruals		—		170
Change in effective state income tax rates and accrual		—		(200	)
Income attributable to non-controlling interest		—		(219	)
Non deductible expenses		713		172
Other		54		704
Total income tax provision	$	4,831	$	3,878

In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which temporary differences become deductible pursuant to ASC 740. The Company considers the reversal of deferred tax liabilities, projected future taxable income, and tax planning strategies in making this assessment. The Company’s evaluation of the realizability of deferred tax assets must consider both positive and negative evidence. The weight given to the potential effects of positive and negative evidence is based on the extent to which it can be objectively verified. Based upon these considerations, the Company determined the necessary valuation allowance as of March 31, 2022.

The Company has filed tax returns in many states. Federal, New York State, New York City, and Utah state tax filings of the Company for the tax years 2018 through the present are the more significant filings that are open for examination.

(8) STOCK OPTIONS AND RESTRICTED STOCK

The Company’s Board of Directors approved the 2018 Equity Incentive Plan, or the 2018 Plan, which was approved by the Company’s stockholders on June 15, 2018. The terms of 2018 Plan provide for grants of a variety of different type of stock awards to the Company’s employees and non-employee directors, including options, restricted stock, restricted stock units, and stock appreciation rights, etc. On April 22, 2020, the Company’s Board of Directors approved an amendment to the 2018 Plan to increase the number of shares of the Company’s common stock authorized for issuance thereunder, which was approved by the Company’s stockholders on June 19, 2020. A total of 2,210,968 shares of the Company’s common stock are issuable under the 2018 Plan, and 25,996 remained issuable as of March 31, 2022. Awards under the 2018 Plan are subject to certain limitations as set forth in the 2018 Plan, which will terminate when all shares of common stock authorized for delivery have been delivered and the forfeiture restrictions on all awards have lapsed, or by action of the Board of Directors pursuant to the 2018 Plan, whichever occurs first.

The Company’s Board of Directors approved the 2015 Employee Restricted Stock Plan, or the 2015 Restricted Stock Plan, on February 13, 2015, which was approved by the Company’s shareholders on June 5, 2015. The 2015 Restricted Stock Plan became effective upon the Company’s receipt of exemptive relief from the SEC on March 1, 2016. The terms of 2015 Restricted Stock Plan

Page 22 of 51

provided for grants of restricted stock awards to the Company’s employees. A grant of restricted stock is a grant of shares of the Company’s common stock which, at the time of issuance, is subject to certain forfeiture provisions, and thus is restricted as to transferability until such forfeiture restrictions have lapsed. A total of 700,000 shares of the Company’s common stock were issuable under the 2015 Restricted Stock Plan, and 241,919 remained issuable as of June 15, 2018. Effective June 15, 2018, the 2018 Plan was approved, and these remaining shares were rolled into the 2018 Plan. Awards under the 2015 Restricted Stock Plan are subject to certain limitations as set forth in the 2015 Restricted Stock Plan. The 2015 Restricted Stock Plan will terminate when all shares of common stock authorized for delivery under the 2015 Restricted Stock Plan have been delivered and the forfeiture restrictions on all awards have lapsed, or by action of the Board of Directors pursuant to the 2015 Restricted Stock Plan, whichever occurs first.

The Company had a stock option plan, the 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, provided for the issuance of a maximum of 800,000 shares of common stock of the Company. No additional shares are available for issuance under the 2006 Stock Option Plan. The 2006 Stock Option Plan was administered by the Compensation Committee of the Board of Directors. The option price per share could not be less than the current market value of the Company’s common stock on the date the option was granted. The term and vesting periods of the options were determined by the Compensation Committee, provided that the maximum term of an option could not exceed a period of ten years.

The Company’s Board of Directors approved the 2015 Non-Employee Director Stock Option Plan, or the 2015 Director Plan, on March 12, 2015, which was approved by the Company’s shareholders on June 5, 2015, and on which exemptive relief to implement the 2015 Director Plan was received from the SEC on February 29, 2016. A total of 300,000 shares of the Company’s common stock were issuable under the 2015 Director Plan, and 258,334 remained issuable as of June 15, 2018. Effective June 15, 2018, the 2018 Plan was approved, and these remaining shares were rolled into the 2018 Plan. Under the 2015 Director Plan, unless otherwise determined by a committee of the Board of Directors comprised of directors who are not eligible for grants under the 2015 Director Plan, the Company granted options to purchase 12,000 shares of the Company’s common stock to a non-employee director upon election to the Board of Directors, with an adjustment for directors who were elected to serve less than a full term. The option price per share could not be less than the current market value of the Company’s common stock on the date the option was granted. Options granted under the 2015 Director Plan are exercisable annually, as defined in the 2015 Director Plan. The term of the options could not exceed ten years.

The Company’s Board of Directors approved the First Amended and Restated 2006 Director Plan, or the Amended Director Plan, on April 16, 2009, which was approved by the Company’s shareholders on June 5, 2009, and on which exemptive relief to implement the Amended Director Plan was received from the SEC on July 17, 2012. A total of 200,000 shares of the Company’s common stock were issuable under the Amended Director Plan. No additional shares are available for issuance under the Amended Director Plan. Under the Amended Director Plan, unless otherwise determined by a committee of the Board of Directors comprised of directors who are not eligible for grants under the Amended Director Plan, the Company would grant options to purchase 9,000 shares of the Company’s common stock to an Eligible Director upon election to the Board of Directors, with an adjustment for directors who were elected to serve less than a full term. The option price per share could not be less than the current market value of the Company’s common stock on the date the option was granted. Options granted under the Amended Director Plan are exercisable annually, as defined in the Amended Director Plan. The term of the options could not exceed ten years.

Additional shares are only available for future issuance under the 2018 Plan. At March 31, 2022, 1,083,712 options on the Company’s common stock were outstanding under the Company’s plans, of which 554,119 options were exercisable. Additionally, there were 745,270 unvested shares under the Company’s restricted common stock plan, and 16,957 unvested restricted stock units, and 47,715 vested restricted stock units under the Company’s restricted stock plans.

The fair value of each restricted stock grant is determined on the date of grant by the closing market price of the Company’s common stock on the grant date. 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 $3.50 per share for the three months ended March 31, 2021. The following assumption categories are used to determine the value of any option grants. There were no grants issued for the three months ended March 31, 2022.


	Three Months Ended March 31,
	2022		2021
Risk free interest rate		—		0.97	%
Expected dividend yield		—		—
Expected life of option in years (1)		—		6.25
Expected volatility (2)		—		53.98	%

(1)

Expected life is calculated using the simplified method.

(2)

We determine our expected volatility based on our historical volatility.

Page 23 of 51

The following table presents the activity for the stock option programs for the 2022 first quarter and the 2021 full year.


	Number of Options				Exercise Price Per Share		Weighted Average Exercise Price
Outstanding at December 31, 2020 (2)		951,669			2.14 - 12.55			6.41
Granted		317,398			6.79			6.79
Cancelled		(113,310	)		4.89 - 11.53			6.64
Exercised (1)		(44,070	)		5.21 - 7.25			5.58
Outstanding at December 31, 2021		1,111,687		$	2.14 - 12.55			6.41
Granted		—				—		—
Cancelled		(4,783	)		4.89 - 7.25			5.69
Exercised (1)		(23,192	)		4.89 - 7.25			6.53
Outstanding at March 31, 2022 (2)		1,083,712		$	2.14 - 12.55		$	6.53
Options exercisable at:
December 31, 2021		320,922		$	2.14 - 12.55		$	6.53
March 31, 2022		554,119		$	2.14 - 12.55		$	6.54

(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 less than $0.1 million for the three months ended March 31, 2022 and 2021.

(2)

The aggregate intrinsic value, which represents the difference between the price of the Company’s common stock at March 31, 2022 and the related exercise price of the underlying options, was $2.2 million for outstanding options and $1.1 million for exercisable options as of March 31, 2022. The remaining contractual life was 7.8 years for outstanding options and 7.3 years for exercisable options at March 31, 2022.

The following table presents the activity for the restricted stock programs for the 2022 first quarter and the 2021 full year.


	Number of Shares				Grant Price Per Share		Weighted Average Grant Price
Outstanding at December 31, 2020		416,140			4.39 - 7.25			6.24
Granted		258,120			6.79 - 8.40			7.38
Cancelled		(21,940	)		4.89 - 7.25			5.98
Vested (1)		(158,994	)		4.39 - 7.25			6.16
Outstanding at December 31, 2021(2)		493,326		$	4.89 - 8.40			6.87
Granted		383,925				7.68		7.68
Cancelled		(5,747	)		4.89 - 8.40			7.33
Vested (1)		(126,234	)		4.89 - 7.25			6.55
Outstanding at March 31, 2022(2)		745,270		$	4.89 - 8.40		$	7.34

(1)

The aggregate fair value of the restricted stock vested was $0.7 million for the three months ended March 31, 2022 and was $0.8 million for the three months ended March 31, 2021.

(2)

The aggregate fair value of the restricted stock was $6.3 million as of March 31, 2022. The remaining vesting period was 2.9 years at March 31, 2022.

During the three months ended March 31, 2022, the Company granted no restricted stock units (RSUs) and during the year ended December 31, 2021, granted 16,803 RSUs that vest on June 17, 2022 with a grant price of $8.87. For the RSUs granted in 2021, unitholders had the option of deferring settlement until a future date if the recipient makes a formal election under the guidelines of IRC Section 409A. As of March 31, 2022, there were 64,672 RSUs outstanding, 47,715 of which were vested.

The following table presents the activity for the unvested options outstanding under the plans for the 2022 first quarter.


	Number of Options				Exercise Price Per Share		Weighted Average Exercise Price
Outstanding at December 31, 2021		790,765		$	4.89 - 7.25		$	6.52
Granted		—				—		—
Cancelled		(4,200	)		4.89 - 7.25			5.48
Vested		(256,972	)		4.89 - 7.25			6.55
Outstanding at March 31, 2022		529,593		$	4.89 - 7.25		$	6.52

The intrinsic value of the options vested was $0.1 million for the three months ended March 31, 2022.

(9) SEGMENT REPORTING

The Company has six business segments, which include four lending and two non-operating segments, which are reflective of how Company management makes decisions about its business and operations.

The four lending segments reflect the main types of lending performed at the Company, which are recreation, home improvement, commercial, and medallion. The recreation and home improvement lending segments are operated by the Bank and include loans in all fifty states. The highest concentrations of recreation loans are in Texas, Florida, and California at 16%, 10%, and 10% of loans outstanding and with no other states over 5% as of March 31, 2022. The recreation lending segment is a consumer finance business that works with third-party dealers and financial service providers for the purpose of financing RVs, boats, and other consumer recreational equipment, of which RVs, boats, and trailers make up 59%, 19%, and 8% of the segment portfolio as of March 31, 2022. The home improvement lending segment works with contractors and financial service providers to finance residential home improvements

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concentrated in roofs, swimming pools, and windows at 33%, 26%, and 12% of total home improvement loans outstanding, and with no other product lines over 10% as of March 31, 2022. The highest concentrations of home improvement loans are in Texas, Florida, and Ohio at 12%, 10%, and 8% of loans outstanding and with no other states over 6% as of March 31, 2022. The commercial lending segment focuses on enterprise wide industries, including manufacturing services, and various other industries, in which 49% of these loans are made in the Midwest. The medallion lending segment arose in connection with the financing of taxi medallions, taxis, and related assets, substantially all of which are located in the New York City metropolitan area as of March 31, 2022.

In addition, our non-operating segments include our corporate and other investments segment which includes items not allocated to our operating segments such as investment securities, equity investments, intercompany eliminations, and other corporate elements, as well as RPAC, a race car team through our disposition on December 1, 2021.

As part of segment reporting, capital ratios for all operating segments have been normalized at 20%, which approximates the percentage of consolidated total equity divided by total assets, with the net adjustment applied to corporate and other investments. In addition, the commercial segment exclusively represents the mezzanine lending business, and the legacy commercial loan business (immaterial to total) has been allocated to corporate and other investments.

The following tables present segment data as of and for the three months ended March 31, 2022 and 2021.


Three Months Ended March 31, 2022	Consumer Lending
(Dollars in thousands)	Recreation			Home Improvement			Commercial Lending				Medallion Lending			Corporate and Other Investments			Consolidated
Total interest income (loss)	$	31,135		$	9,700		$	1,930			$	146		$	392		$	43,303
Total interest expense		3,601			1,341			722				153			1,558			7,375
Net interest income (loss)		27,534			8,359			1,208				(7	)		(1,166	)		35,928
Provision (recoveries) for loan losses		1,680			1,204			1,255				(869	)		(30	)		3,240
Net interest income (loss) after loss provision		25,854			7,155			(47	)			862			(1,136	)		32,688
Other income (expense), net		(6,820	)		(2,896	)		(1,330	)			(806	)		(4,652	)		(16,504	)
Net income (loss) before taxes		19,034			4,259			(1,377	)			56			(5,788	)		16,184
Income tax (provision) benefit		(5,681	)		(1,271	)		411				(17	)		1,727			(4,831	)
Net income (loss) after taxes	$	13,353		$	2,988		$	(966	)		$	39		$	(4,061	)	$	11,353
Balance Sheet Data
Total loans, net	$	971,533		$	465,349		$	76,787			$	4,608		$	478		$	1,518,755
Total assets		984,535			469,886			86,461				37,752			387,991			1,966,625
Total funds borrowed		780,621			372,565			68,553				29,933			307,632			1,559,304
Selected Financial Ratios
Return on average assets		5.62	%		2.66	%		(3.83	)%			0.25	%		(4.80	)%		2.41	%
Return on average equity		29.27			13.85			(12.33	)			1.30			(28.30	)		13.70
Interest yield		13.30			8.71			10.12				12.49		N/A				11.06
Net interest margin		11.76			7.50			6.34				(0.67	)	N/A				9.20
Reserve coverage		3.24			1.70			1.06		(1)		66.73		N/A				3.23
Delinquency status(2)		0.39			0.06			0.10		(1)		—		N/A				0.27
Charge-off ratio(4)		0.67			0.46			8.13		(3)		(76.13	)	N/A				0.75

(1)

Ratio is based on total commercial lending balances, and relates solely to the legacy commercial loan business.

(2)

Loans 90 days or more past due.

(3)

Ratio is based on total commercial lending balances, and relates to the total loan business.

(4)

Negative balances indicate recoveries for the period.

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Three Months Ended March 31, 2021	Consumer Lending
(Dollars in thousands)	Recreation			Home Improvement			Commercial Lending				Medallion Lending			RPAC			Corporate and Other Investments			Consolidated
Total interest income (loss)	$	27,442		$	7,918		$	1,482			$	(69	)	$	—		$	307		$	37,080
Total interest expense		2,794			1,208			572				1,370			41			2,422			8,407
Net interest income (loss)		24,648			6,710			910				(1,439	)		(41	)		(2,115	)		28,673
Provision for loan losses		3,613			450			—				(1,044	)		—			—			3,019
Net interest income (loss) after loss provision		21,035			6,260			910				(395	)		(41	)		(2,115	)		25,654
Sponsorship and race winnings		—			—			—				—			2,473			—			2,473
Race team related expenses		—			—			—				—			(2,122	)		—			(2,122	)
Other income (expense), net		(5,463	)		(1,914	)		(460	)			(2,144	)		(1,761	)		(1,314	)		(13,056	)
Net income (loss) before taxes		15,572			4,346			450				(2,539	)		(1,451	)		(3,429	)		12,949
Income tax (provision) benefit		(4,010	)		(1,119	)		(113	)			637			364			363			(3,878	)
Net income (loss) after taxes	$	11,562		$	3,227		$	337			$	(1,902	)	$	(1,087	)	$	(3,066	)	$	9,071
Balance Sheet Data
Total loans net	$	794,554		$	336,763		$	55,567			$	11,177		$	—		$	3,345		$	1,201,406
Total assets		807,244			348,456			71,922				116,639			32,724			311,765			1,688,750
Total funds borrowed		641,993			277,672			59,533				92,469			8,726			266,366			1,346,759
Selected Financial Ratios
Return on average assets		5.92	%		3.80	%		1.79	%			(6.40	)%		(13.27	)%		(4.16	)%		2.08	%
Return on average equity		29.59			19.00			8.96				(31.98	)		(378.20	)		(30.80	)		11.09
Interest yield		14.36			9.66			10.37				(2.34	)	N/A			N/A				11.84
Net interest margin		12.90			8.19			6.37				(48.86	)	N/A			N/A				9.18
Reserve coverage		3.45			1.57			0.00		(1)		68.29		N/A			N/A				4.59
Delinquency status(2)		0.40			0.04			0.13		(1)		2.20		N/A			N/A				0.33
Charge-off ratio(4)		1.35			0.30			0.00		(3)		(2.55	)	N/A			N/A				0.95

(1)

Ratio is based on total commercial lending balances, and relates solely to the legacy commercial loan business.

(2)

Loans 90 days or more past due.

(3)

Ratio is based on total commercial lending balances, and relates to the total loan business.

(4)

Negative balances indicate recoveries for the period.

(10) COMMITMENTS AND CONTINGENCIES

(A) EMPLOYMENT AGREEMENTS

The Company has employment agreements with certain key officers for either a one-, two-, three- or five-year term. Annually, the contracts with a five-year term will renew for new five-year terms unless prior to the end of the first year of each five-year term, either the Company or the executive provides notice to the other party of its intention not to extend the employment period beyond the current five-year term. Typically, the contracts with a one- or two-year term will renew for new one- or two-year terms unless prior to the term either the Company or the executive provides notice to the other party of its intention not to extend the employment period beyond the current one or two-year term (as applicable); however, there is currently one agreement that renews after two years for additional one- year terms and one agreement with a three-year term that does not have a renewal period. In the event of a change in control, as defined, during the employment period, the agreements provide for severance compensation to the executive in an amount equal to the balance of the salary, bonus, and value of fringe benefits which the executive would be entitled to receive for the remainder of the employment period.

Employment agreements expire at various dates through 2026, with future minimum payments under these agreements of approximately $12.0 million.

(B) OTHER COMMITMENTS

As of March 31, 2022 the Company had one commitment to extend credit of up to $1.8 million with an expiration date of January 1, 2025. Generally, any commitments would be on the same terms as loans to or investments in existing borrowers or investees, and generally have fixed expiration dates. Since some commitments would be expected to expire without being drawn upon, the total commitment amounts do not necessarily represent future cash requirements.

On December 29, 2021, the SEC filed a civil complaint in the U.S. District Court for the Southern District of New York against the Company and its President and Chief Operating Officer alleging certain violations of the antifraud, books and records, internal controls and anti-touting provisions of the federal securities laws. The litigation relates to certain issues that occurred during the period 2015 to 2017, including (i) the Company’s retention of third parties in 2015 and 2016 concerning posting information about the Company on certain financial websites and (ii) the Company’s financial reporting and disclosures concerning certain assets, including Medallion Bank, in 2016 and 2017, a period when the Company had previously reported as a business development company (BDC) under the Investment Company Act of 1940. Since April 2018, the Company does not report as a BDC, and has not worked with such third parties

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since 2016. The Company does not expect to change previously reported financial results. The Company filed a motion to dismiss the complaint on March 22, 2022, and the SEC filed an amended complaint on April 26, 2022.

The SEC is seeking injunctive relief, disgorgement plus pre-judgment interest and civil penalties in amounts unspecified, as well as an officer and director bar against the Company’s President and Chief Operating Officer. The Company and its President and Chief Operating Officer intend to defend themselves vigorously and believe that the SEC will not prevail on its claims. Nevertheless, depending on the outcome of the litigation, the Company could incur a loss and other penalties that could be material to the Company, its results of operations and/or financial condition, as well as a bar against its President and Chief Operating Officer. In addition, the Company has and expects to further incur significant legal fees and expenses in defending such charges by the SEC and the Company may be subject to shareholder litigation relating to these SEC matters.

(D) OTHER LITIGATION AND REGULATORY MATTERS

The Company and its subsidiaries are subject to inquiries from certain regulators and are currently involved in various legal proceedings incident to the normal course of business, including collection matters with respect to certain loans. We intend to vigorously defend any outstanding claims and pursue our legal rights. In the opinion of management, based on the advice of legal counsel, except for the pending SEC litigation, as described above, there is no proceeding pending, or to the knowledge of management threatened, which in the event of an adverse decision could result in a material adverse impact on the financial condition or results of operations of the Company.

(11) RELATED PARTY TRANSACTIONS

Certain directors, officers, and stockholders of the Company are also directors and officers of its main consolidated subsidiaries, MFC, MCI, FSVC, and the Bank, as well as other subsidiaries. Officer salaries are set by the Board of Directors of the Company.

Jeffrey Rudnick, the son of one of the Company’s directors, serves as the Company’s Senior Vice President at a salary of $239,000 per year, an increase from $195,000 per year in 2021. Mr. Rudnick received an annual cash bonus of $75,000 and $32,500 as well as an equity bonus in the amount of $45,019 and $30,000, during the three months ended March 31, 2022 and 2021.

(12) FAIR VALUE OF FINANCIAL INSTRUMENTS

FASB ASC Topic 825, “Financial Instruments,” requires disclosure of fair value information about certain financial instruments, whether assets, liabilities, or off-balance-sheet commitments, if practicable. The following methods and assumptions were used to estimate the fair value of each class of financial instrument. Fair value estimates that were derived from broker quotes cannot be substantiated by comparison to independent markets and, in many cases, could not be realized in immediate settlement of the instrument.

(a) Cash—Book value equals fair value.

(b) Equity investments and securities—The Company’s equity securities are recorded at cost less any impairment plus or minus observable price changes.

(d) Loans receivable—The Company’s loans are recorded at book value which approximated fair value.

(e) Floating rate borrowings—Due to the short-term nature of these instruments, the carrying amount approximated fair value.

(f) Commitments to extend credit—The fair value of commitments to extend credit is estimated using the fees currently charged to enter into similar agreements, taking into account the remaining terms of the agreements and present creditworthiness of the counter parties. For fixed rate loan commitments, fair value also includes a consideration of the difference between the current levels of interest rates and the committed rates. At March 31, 2022 and December 31, 2021, the estimated fair value of these off-balance-sheet instruments was not material.

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(g) Fixed rate borrowings—The fair value of the debentures payable to the SBA is estimated based on current market interest rates for similar debt.


	March 31, 2021				December 31, 2021
(Dollars in thousands)	Carrying Amount		Fair Value		Carrying Amount		Fair Value
Financial assets
Cash, cash equivalents, and federal funds sold (1)	$	138,794	$	138,794	$	124,484	$	124,484
Equity investments		10,076		10,076		9,726		9,726
Investment securities		47,075		47,075		44,772		44,772
Loans receivable		1,518,755		1,518,755		1,438,758		1,438,758
Accrued interest receivable (2)		10,603		10,603		10,621		10,621
Equity securities(3)		1,859		1,859		1,950		1,950
Financial liabilities
Funds borrowed		1,559,303		1,559,303		1,478,001		1,478,001
Accrued interest payable (2)		3,068		3,068		3,395		3,395

(1)

Categorized as level 1 within the fair value hierarchy, excluding $1.3 million in interest bearing deposits categorized as level 2 as of March 31, 2022 and December 31, 2021. See Note 13.

(2)

Categorized as level 3 within the fair value hierarchy. See Note 13.

(3)

Included within other assets on the balance sheet.

(13) FAIR VALUE OF ASSETS AND LIABILITIES

The Company follows the provisions of FASB ASC 820, which defines fair value, establishes a framework for measuring fair value, establishes a fair value hierarchy based on the quality of inputs used to measure fair value, and enhances disclosure requirements for fair value measurements.

In accordance with FASB ASC 820, the Company has categorized its assets and liabilities measured at fair value, 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). Our assessment and classification of an investment within a level can change over time based upon maturity or liquidity of the investment and would be reflected at the beginning of the quarter in which the change occurred.

As required by FASB ASC 820, when the inputs used to measure fair value fall within different levels of the hierarchy, the level within which the fair value measurement is categorized is based on the lowest level input that is significant to the fair value measurement in its entirety. For example, a level 3 fair value measurement may include inputs that are observable (levels 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 (levels 1 and 2) and unobservable inputs (level 3).

Assets and liabilities measured at fair value, recorded on the consolidated balance sheets, are categorized based on the inputs to the valuation techniques as follows:

Level 1. Assets and liabilities whose values are based on unadjusted quoted prices for identical assets or liabilities in an active market that the Company has the ability to access (examples include active exchange-traded equity securities, exchange-traded derivatives, most US Government and agency securities, and certain other sovereign government obligations).

Level 2. 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. 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, and certain residential and commercial mortgage-related assets, including loans, securities, and derivatives).

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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 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.

Equity investments were recorded at cost less impairment plus or minus observable price changes. Commencing in 2020, the Company elected to measure equity investments at fair value on a non-recurring basis, which have been adjusted for all periods presented.

The following tables present the Company’s fair value hierarchy for those assets and liabilities measured at fair value on a recurring basis as of March 31, 2022 and December 31, 2021.


March 31, 2022 (Dollars in thousands)	Level 1		Level 2		Level 3		Total
Assets
Interest-bearing deposits	$	—	$	1,250	$	—	$	1,250
Available for sale investment securities		—		47,075		—		47,075
Equity securities		1,859		—		—		1,859
Total(1)	$	1,859	$	48,325	$	—	$	50,184

(1)

Total unrealized losses of $1.7 million, net of tax, was included in accumulated other comprehensive loss for the three months ended March 31, 2022 related to these assets.


December 31, 2021 (Dollars in thousands)	Level 1		Level 2		Level 3		Total
Assets
Interest-bearing deposits	$	—	$	1,250	$	—	$	1,250
Available for sale investment securities		—		44,772		—		44,772
Equity securities		1,950		—		—		1,950
Total(1)	$	1,950	$	46,022	$	—	$	47,972

(1)

Total unrealized losses of $1.0 million, net of tax, was included in accumulated other comprehensive income (loss) for the year ended December 31, 2021 related to these assets.

The following tables present the Company’s fair value hierarchy for those assets and liabilities measured at fair value on a non-recurring basis as of March 31, 2022 and December 31, 2021.


March 31, 2022 (Dollars in thousands)	Level 1		Level 2		Level 3		Total
Assets
Equity investments	$	—	$	—	$	10,076	$	10,076
Impaired loans		—		—		32,891		32,891
Loan collateral in process of foreclosure		—		—		33,834		33,834
Total	$	—	$	—	$	76,801	$	76,801


December 31, 2021 (Dollars in thousands)	Level 1		Level 2		Level 3		Total
Assets
Equity investments	$	—	$	—	$	9,726	$	9,726
Impaired loans		—		—		35,571		35,571
Loan collateral in process of foreclosure		—		—		37,430		37,430
Total	$	—	$	—	$	82,727	$	82,727

Significant Unobservable Inputs

ASC Topic 820 requires disclosure of quantitative information about the significant unobservable inputs used in the valuation of assets and liabilities classified as level 3 within the fair value hierarchy. The tables below are not intended to be all-inclusive, but rather to provide information on significant unobservable inputs and valuation techniques used by the Company.

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The valuation techniques and significant unobservable inputs used in non-recurring level 3 fair value measurements of assets and liabilities as of March 31, 2022 and December 31, 2021.


(Dollars in thousands)	Fair Value at March 31, 2022		Valuation Techniques	Unobservable Inputs	Range (Weighted Average)
Equity investments	$	9,803	Investee financial analysis	Financial condition and operating performance of the borrower (1)	N/A
				Collateral support	N/A
		273	Precedent market transaction	Offering price	$8.73 / share
Impaired loans		32,891	Market approach	Historical and actual loss experience	0.11% - 6.00%
					60% of balance
				Transfer prices (2)	$0.0 - 79.5
				Collateral value	N/A
Loan collateral in process of foreclosure		33,834	Market approach	Transfer prices (2)	$0.0 - 79.5
				Collateral value (3)	$2.3 - 42.8

(1)

Includes projections based on revenue, EBITDA, leverage, and liquidation amounts. These assumptions are based on a variety of factors, including economic conditions, industry, and market developments, market valuations of comparable companies, and company-specific developments, including exit strategies and realization opportunities.

(2)

Represents amount net of liquidation costs.

(3)

Relates to the recreation portfolio.


(Dollars in thousands)	Fair Value at December 31, 2021		Valuation Techniques	Unobservable Inputs	Range (Weighted Average)
Equity investments	$	9,453	Investee financial analysis	Financial condition and operating performance of the borrower (1)	N/A
				Collateral support	N/A
		273	Precedent market transaction	Offering price	$8.73 / share
Impaired loans		35,571	Market approach	Historical and actual loss experience	1.50% - 6.00%
					60% of balance
				Transfer prices (2)	$0.0 - 79.5
				Collateral value	N/A
Loan collateral in process of foreclosure		37,430	Market approach	Transfer prices (2)	$0.0 - 79.5
				Collateral value (3)	$3.6 - 49.8

(1)

(2)

Represents amount net of liquidation costs.

(3)

Relates to the recreation portfolio.

(14) MEDALLION BANK PREFERRED STOCK (Non-controlling interest)

On December 17, 2019, the Bank closed an initial public offering of 1,840,000 shares of its Fixed-to-Floating Rate Non-Cumulative Perpetual Preferred Stock, Series F, with a $46.0 million aggregate liquidation amount, yielding net proceeds of $42.5 million, which were recorded in the Bank’s shareholders’ equity. Dividends are payable quarterly from the date of issuance to, but excluding April 1, 2025, at a rate of 8% per annum, and from and including April 1, 2025, at a floating rate equal to a benchmark rate (which is expected to be three-month Secured Overnight Financing Rate, or SOFR) plus a spread of 6.46% per annum.

On July 21, 2011, the Bank issued, and the U.S. Treasury purchased, 26,303 shares of Senior Non-Cumulative Perpetual Preferred Stock, Series E, or Series E, for an aggregate purchase price of $26.3 million under the Small Business Lending Fund Program, or SBLF, with a liquidation amount of $1,000 per share. The SBLF is a voluntary program intended to encourage small business lending by providing capital to qualified smaller banks at favorable rates. The Bank pays a dividend rate of 9% on the Series E.

(15) SUBSEQUENT EVENTS

The Company has evaluated the effects of events that have occurred subsequent to March 31, 2022 through the date of financial statement issuance. As of such date, there were no subsequent events that required disclosure.

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

OBJECTIVE

The information contained in this section should be read in conjunction with the consolidated financial statements and the accompanying notes thereto for the three months ended March 31, 2022 and the year ended December 31, 2021. This section is intended to provide management’s perspective of our financial condition and results of operations. In addition, this section contains forward-looking statements. These forward-looking statements are subject to the inherent uncertainties in predicting future results and conditions. Certain factors that could cause actual results and conditions to differ materially from those projected in these forward-looking statements are described in the Risk Factors in our Annual Report on Form 10-K.

GENERAL

We are a finance company whose focus and growth has been primarily through Medallion Bank, or the Bank, (a wholly-owned subsidiary), which originates consumer loans for the purchase of recreational vehicles, boats, motorcycles, and home improvements, and provides loan origination and other services to fintech partners.

Our strategic focus is on growing our consumer finance and commercial lending portfolios operated by the Bank and Medallion Capital, Inc., respectively. As of March 31, 2022, our consumer loans represented 94% of our gross loan portfolio, with commercial loans representing 5%. Total assets were $1.97 billion and 1.87 billion as of March 31, 2022 and December 31, 2021.

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

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

In 2019, the Bank started building a strategic partnership program to provide lending and other services to financial technology, or fintech, companies. The Bank entered into an initial partnership in 2020 and began issuing its first loans, then entered into a second and third strategic partnership in 2021 and 2022. The Bank continues to explore opportunities with additional fintech companies.

The Bank is an industrial bank regulated by the FDIC and the Utah Department of Financial Institutions that originates consumer loans, raises deposits, and conducts other banking activities. The Bank generally provides us with our lowest cost of funds which it raises through bank certificates of deposit. To take advantage of this low cost of funds, historically we referred a portion of our medallion and commercial loans to the Bank, which originated these loans, and have since been serviced by Medallion Servicing Corp., or MSC. However, other than in connection with dispositions of existing medallion assets, the Bank has not originated any new medallion loans since 2014 (and Medallion Financial Corp. has not originated any new medallion loans since 2015) and is working with MSC to service its remaining portfolio, as it winds down. MSC earns referral and servicing fees for these activities.

We continue to consider various alternatives for the Bank, which may include an initial public offering of its common stock, the sale of all or part of the Bank, a spin-off or other potential transaction. We do not have a deadline for its consideration of these alternatives, and there can be no assurance that this process will result in any transaction being announced or consummated.

COVID-19

The ongoing coronavirus, or COVID-19, pandemic, its broad impact and preventive measures taken to contain or mitigate the outbreak have had, and may continue to have, significant negative effects on the US and global economy, employment levels, employee productivity, and financial market conditions. This has had, and may continue to have negative effects on the ability of our borrowers to repay outstanding loans, the value of collateral securing loans, the demand for loans and other financial services products and consumer discretionary spending. As a result of these or other consequences, the outbreak has adversely and materially affected our business, results of operations and financial condition. Although we continue to see signs of recovery, it remains uncertain, and the effects of the outbreak on us could be exacerbated given that our business model is largely consumer and small business directed, which are more severely affected by COVID-19 and the preventative measures taken to contain or mitigate the outbreak, including its significant negative effects on consumer discretionary spending. The full extent to which the outbreak will continue to impact our operations will depend on future developments, including the impact of the Omicron and other potential variants, which are highly

Page 31 of 51

uncertain and cannot be predicted at this time, and include the duration, severity and scope of the continued outbreak, the actions taken to contain or mitigate the outbreak and how long, and to what extent the economic recovery from its effects will take.

We have taken steps to operate through this crisis, including having had our workforce work remotely on a part-time basis in New York, though our employees outside of New York largely continue to work remotely. In addition, we implemented several cost-cutting measures, such as reducing employee headcount at our parent company, Medallion Financial Corp., and closing satellite offices in Long Island City, Chicago and Boston.

In March 2020, we adjusted the payment policies and procedures with our consumer and medallion businesses, and allowed borrowers to defer payments up to 180 days. As of March 31, 2022, no consumer or medallion loans remained on deferral related to COVID-19. For our medallion portfolio, we determined that anticipated payment activity on our medallion portfolio was impossible to quantify upon the end of the deferral moratorium, and therefore all medallion loans were deemed impaired, placed on nonaccrual status, and written down to each market’s net collateral value in the 2020 third quarter, with additional write-offs taken during 2021. We will continue to monitor our medallion portfolio and related assets, which may result in additional write-downs, charge-offs or impairments, the impact of which could be material to our results of operations and financial condition.

Substantially all our medallion loans and related assets are concentrated in the New York City metropolitan area. As a result of the COVID-19 pandemic, economic activity and taxi ridership decreased dramatically in New York City and despite the reopening of New York City, there has not been a substantial increase in ridership and gross meter fares. The extent to which the COVID-19 pandemic will continue to adversely affect taxi medallion owners and, by extension, our medallion loans and related assets, will depend on future developments, which are highly uncertain and cannot be predicted, including the scope and duration of the pandemic, actions taken by governmental authorities, and the direct and indirect impact of the pandemic on taxi medallion owners and the behaviors of people who have historically taken taxis.

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Average Balances and Rates

The following table shows our consolidated average balance sheet, interest income and expense, and the average interest earning/bearing assets and liabilities, and which reflects the average yield on assets and average costs on liabilities for the three months ended March 31, 2022 and 2021.


	Three Months Ended March 31,
	2022							2021
(Dollars in thousands)	Average Balance		Interest		Average Yield/Cost			Average Balance		Interest			Average Yield/Cost
Interest-earning assets
Interest earning cash equivalents	$	4,276	$	46		4.36	%	$	2,993	$	18			2.44	%
Federal funds sold		63,606		15		0.10			44,873		5			0.05
Investment securities		44,434		219		2.00			42,046		202			1.95
Loans
Recreation		946,024		31,135		13.35			774,823		27,442			14.36
Home improvement		446,644		9,700		8.81			332,270		7,918			9.66
Commercial		77,318		2,028		10.64			61,244		1,560			10.33
Medallion		4,730		146		12.52			11,945		(69	)		(2.34	)
Strategic partnerships		180		14		31.54			27		4			60.08
Total loans		1,474,896		43,023		11.83			1,180,309		36,855			12.66
Total interest-earning assets		1,587,212		43,303		11.08			1,270,221		37,080			11.84
Non-interest-earning assets
Cash		56,823							61,370
Equity investments		10,063							9,583
Loan collateral in process of foreclosure(1)		35,602							53,543
Goodwill and intangible assets		174,105							201,715
Other assets		44,275							46,220
Total non-interest-earning assets		320,868							372,431
Total assets	$	1,908,080						$	1,642,652
Interest-bearing liabilities
Deposits	$	1,279,429	$	4,154		1.32	%	$	1,045,381	$	4,711			1.83	%
Retail and privately placed notes		121,000		2,498		8.37			125,372		2,632			8.51
SBA debentures and borrowings		69,840		523		3.04			65,080		572			3.56
Preferred securities		33,000		200		2.46			33,000		193			2.37
Notes payable to banks		—		—		—			27,622		258			3.79
Other borrowings		—		—		—			8,707		41			1.91
Total interest-bearing liabilities		1,503,269		7,375		1.99			1,305,162		8,407			2.61
Non-interest-bearing liabilities
Deferred tax liability		18,875							1,304
Other liabilities (2)		25,491							27,788
Total non-interest-bearing liabilities		44,366							29,092
Total liabilities		1,547,635							1,334,254
Non-controlling interest		69,166							73,040
Total stockholders’ equity		291,279							235,358
Total liabilities and stockholders’ equity	$	1,908,080						$	1,642,652
Net interest income			$	35,928						$	28,673
Net interest margin						9.20	%							9.18	%

(1)

Includes financed sales of this collateral to third parties reported separately from the loan portfolio, and that are conducted by Medallion Bank of $7.7 million and $3.8 million as of March 31, 2022 and 2021.

(2)

Includes deferred financing costs of $7.2 million and $6.5 million as of March 31, 2022 and 2021.

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Rate/Volume Analysis

During the quarter, our net loans receivable had a yield of 11.83% (compared to 12.66% in the prior year’s first quarter), mainly driven by the growth in the home improvement portfolio which has a lower yield than our recreation portfolio, offset by contraction in the medallion portfolio, all of which is on non-accrual. The debt, mainly certificates of deposit, helps fund our growing consumer loan business and as market rates decreased through 2021, so has average cost of borrowings, despite recent increases in newly issued deposits in the 2022 first quarter. In addition, privately placed notes issued between December 2020 and April 2021 were at lower rates compared to prior issuances.

The following tables present the change in interest income and expense due to changes in the average balances (volume) and average yield/cost, calculated for the periods indicated.


	Three Months Ended March 31,
	2022									2021
(Dollars in thousands)	Increase (Decrease) In Volume			Increase (Decrease) In Rate			Net Change			Increase (Decrease) In Volume			Increase (Decrease) In Rate			Net Change
Interest-earning assets
Interest earning cash and cash equivalents	$	18		$	20		$	38		$	27		$	(112	)	$	(85	)
Investment securities		12			5			17			(35	)		(94	)		(129	)
Loans
Recreation		5,634			(1,941	)		3,693			2,494			(1,386	)		1,108
Home improvement		2,484			(702	)		1,782			1,951			80			2,031
Commercial		422			46			468			(187	)		(132	)		(320	)
Medallion		(223	)		438			215			(485	)		(586	)		(1,071	)
Strategic partnerships		12			(2	)		10			4			—			4
Total loans	$	8,329		$	(2,161	)	$	6,168		$	3,776		$	(2,024	)	$	1,752
Total interest-earning assets	$	8,359		$	(2,136	)	$	6,223		$	3,768		$	(2,230	)	$	1,538
Interest-bearing liabilities
Deposits	$	760		$	(1,317	)	$	(557	)	$	597		$	(1,827	)	$	(1,230	)
Retail and privately placed notes		(90	)		(44	)		(134	)		1,156			(206	)		950
SBA debentures and borrowings		36			(85	)		(49	)		(62	)		(52	)		(114	)
Notes payable to banks		—			(258	)		(258	)		(55	)		(23	)		(78	)
Preferred securities		—			7			7			—			(121	)		(121	)
Other borrowings		—			(41	)		(41	)		4			(3	)		1
Total interest-bearing liabilities	$	706		$	(1,738	)	$	(1,032	)	$	1,639		$	(2,232	)	$	(593	)
Net	$	7,653		$	(398	)	$	7,255		$	2,129		$	2		$	2,131

During the three months ended March 31, 2022, the increase in the interest earning assets was mainly driven by the increase in volume of consumer loans, even as the yield declined. The debt change similarly was driven by the increase in the borrowings, mainly driven by deposits, which are used to fund the consumer loans, along with new privately placed notes, offset by the repayment of retail notes.

Our interest expense is driven by the interest rates payable on our bank certificates of deposit, short-term credit facilities with banks, fixed-rate, long-term debentures issued to the SBA, and other short-term notes payable. The Bank issues brokered time certificates of deposit, which are our lowest borrowing costs. The Bank is able to bid on these deposits at a variety of maturity options, 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 5 to the consolidated financial statements for details on the terms of our outstanding debt. Our debentures issued to the SBA typically have terms of ten years.

We measure our borrowing costs as our aggregate interest expense for all of our interest-bearing liabilities divided by the average amount of such liabilities outstanding during the period. The tables above show the average borrowings and related borrowing costs for the three months ended March 31, 2022 and 2021.

We continue to seek SBA funding through Medallion Capital, Inc., 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 the Small Business Investment Act of 1985, as amended, or the SBIA, and SBA regulations. In July 2020, we obtained a $25,000,000 commitment from the SBA. 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 March 31, 2022 and 2021, adjustable rate debt constituted 2% and 3% of total debt.

Page 34 of 51

Loans

Loans are reported at the principal amount outstanding, inclusive of deferred loan acquisition costs, which primarily includes deferred fees paid to loan originators, and which are amortized to interest income over the life of the loan. During the three months ended March 31, 2022, there was continued growth in the consumer lending segments along with recoveries in the medallion segment, which was partly offset by consumer and medallion charge-offs during the period, the continuing of loans aged over 120 days transferred to loan collateral in process of foreclosure and payments received from borrowers.


Three Months Ended March 31, 2022 (Dollars in thousands)	Recreation			Home Improvement			Commercial			Medallion			Strategic Partnership			Total
Gross loans – December 31, 2021	$	961,320		$	436,772		$	76,696		$	14,046		$	90		$	1,488,924
Loan originations		114,406			89,820			4,400			92			5,009			213,727
Principal payments, sales, maturities, and recoveries		(65,116	)		(52,164	)		(1,817	)		(85	)		(4,873	)		(124,055	)
Charge-offs		(5,067	)		(1,060	)		(1,584	)		(75	)		—			(7,786	)
Transfer to loan collateral in process of foreclosure, net		(2,911	)		—			—			(129	)		—			(3,040	)
Amortization of origination costs		(2,439	)		320			—			—			—			(2,119	)
Amortization of loan premium		(60	)		(90	)		—			—			—			(150	)
FASB origination costs, net		3,958			(190	)		—			—			—			3,768
Paid-in-kind interest		—			—			172			—			—			172
Gross loans – March 31, 2022	$	1,004,091		$	473,408		$	77,867		$	13,849		$	226		$	1,569,441


Three Months Ended December 31, 2021 (Dollars in thousands)	Recreation			Home Improvement			Commercial			Medallion			Strategic Partnership			Total
Gross loans – December 31, 2020	$	792,686		$	334,033		$	65,327		$	37,768		$	24		$	1,229,838
Loan originations		93,850			48,059			4,156			—			1,944			148,009
Principal payments, sales, maturities, and recoveries		(55,958	)		(39,637	)		(10,965	)		(636	)		(1,910	)		(109,106	)
Charge-offs		(5,053	)		(681	)		—			(1,114	)		—			(6,848	)
Transfer to loan collateral in process of foreclosure, net		(3,053	)		—			—			(696	)		—			(3,749	)
Amortization of origination costs		(2,162	)		497			11			(2	)		—			(1,656	)
Amortization of loan premium		(41	)		(76	)		—			(70	)		—			(187	)
FASB origination costs, net		2,663			(74	)		—			—			—			2,589
Paid-in-kind interest		—			—			325			—			—			325
Gross loans – March 31, 2021	$	822,932		$	342,121		$	58,854		$	35,250		$	58		$	1,259,215

The following table presents the approximate maturities and sensitivity to changes in interest rates for our loans as of March 31, 2022.


	Loan Maturity
(Dollars in thousands)	Within 1 year		After 1 to 5 years		After 5 to 15 years		After 15 years		Total
Fixed-rate	$	33,648	$	183,894	$	1,200,524	$	114,152	$	1,532,218
Recreation		2,262		95,408		861,575		8,759		968,004
Home improvement		20,960		24,307		324,867		105,393		475,527
Commercial		7,324		54,681		14,082		—		76,087
Medallion		3,102		9,498		—		—		12,600
Adjustable-rate	$	6,755	$	1,443	$	—	$	—	$	8,198
Recreation		3,725		1,443		—		—		5,168
Commercial		1,780		—		—		—		1,780
Medallion		1,250		—		—		—		1,250
Total loans(1)	$	40,403	$	185,337	$	1,200,524	$	114,152	$	1,540,416

(1)

Excludes strategic partnership loans.

Provision and Allowance for Loan Loss

During the three months ended March 31, 2022, we continued to utilize a value of $79,500 for New York City taxi medallion values, despite reported transfer prices exceeding that level at various points during the period, as we continue to deem the entire medallion portfolio as impaired. In addition, the consumer loan allowance percentages remained relatively stable for the three months ended March 31, 2022, decreasing 13 basis points for recreation and increasing 2 basis points for home improvement.

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The following table sets forth the activity in the allowance for loan losses for the three months ended March 31, 2022 and 2021.


	Three Months Ended March 31,
(Dollars in thousands)	2022			2021
Allowance for loan losses – beginning balance	$	50,166		$	57,548
Charge-offs
Recreation		(5,067	)		(5,053	)
Home improvement		(1,060	)		(681	)
Commercial		(1,584	)		—
Medallion		(75	)		(1,114	)
Total charge-offs		(7,786	)		(6,848	)
Recoveries
Recreation		3,510			2,469
Home improvement		559			432
Commercial		34			—
Medallion		963			1,189
Total recoveries		5,066			4,090
Net charge-offs (1)		(2,720	)		(2,758	)
Provision for loan losses		3,240			3,019
Allowance for loan losses – ending balance (2)	$	50,686		$	57,809

(1)

As of March 31, 2022, cumulative net charge-offs of loans and loan collateral in process of foreclosure in the medallion portfolio were $257.0 million, some of which may represent collection opportunities for us.

(2)

As of March 31, 2022, there was no allowance for loan loss and net charge-offs related to the strategic partnership loans.

The following tables set forth the allowance for loan losses by type as of March 31, 2022 and December 31, 2021.


March 31, 2022 (Dollars in thousands)	Amount		Percentage of Allowance			Allowance as a Percent of Loan Category			Allowance as a Percent of Nonaccrual
Recreation	$	32,558		64	%		3.24	%		98.99	%
Home improvement		8,059		16			1.70			24.50
Commercial		828		2			1.06			2.52
Medallion		9,241		18			66.73			28.10
Total	$	50,686		100	%		3.23	%		154.10	%


December 31, 2021 (Dollars in thousands)	Amount		Percentage of Allowance			Allowance as a Percent of Loan Category			Allowance as a Percent of Nonaccrual
Recreation	$	32,435		64	%		3.37	%		91.18	%
Home improvement		7,356		15			1.68		20.68
Commercial		1,141		2			1.49			3.21
Medallion		9,234		19			65.74			25.96
Total	$	50,166		100	%		3.37	%		141.03	%

As of March 31, 2022, the allowance for loan losses had remained relatively in line with December 31, 2021. For recreation and home improvement loans, as of March 31, 2022 the allowances exclude $3.1 million and $0.4 million of loan loss allowances which have been netted within loans as a result of the consolidation of Medallion Bank.

For the recreation loan portfolio, the process to repossess the collateral is generally started at 60 days past due. If the collateral is not located and the account reaches 120 days delinquent, the account is charged-off in full. If the collateral is repossessed, a loss is recorded to write the collateral down to 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 recovery. Proceeds collected on charged off accounts are recorded as recoveries. All collection, repossession, and recovery efforts are handled on behalf of the Bank by the contracted servicer.

The following table shows the trend in loans 90 days or more past due as of the dates indicated.


	March 31, 2021					December 31, 2021
(Dollars in thousands)	Amount		% (1)			Amount		% (1)
Recreation	$	3,802		0.2	%	$	3,818		0.3	%
Home improvement		297		0.0			132		0.0
Commercial		74		0.0			74		0.0
Medallion		—		—			—		—
Total loans 90 days or more past due	$	4,173		0.3	%	$	4,024		0.3	%

(1)

Percentages are calculated against the total loan portfolio.

We estimate that the weighted average loan-to-value ratio of our medallion loans was approximately 295% as of March 31, 2022 and December 31, 2021.

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Recreation and medallion loans that reach 120 days past due are charged down to collateral value and reclassified to loan collateral in process of foreclosure. The following tables show the activity of loan collateral in process of foreclosure for the three months ended March 31, 2022 and 2021.


Three Months Ended March 31, 2022 (Dollars in thousands)	Recreation			Medallion			Total
Loan collateral in process of foreclosure – December 31, 2021	$	1,720		$	35,710		$	37,430
Transfer from loans, net		2,911			129			3,040
Sales		(2,252	)		(116	)		(2,368	)
Cash payments received		—			(2,872	)		(2,872	)
Collateral valuation adjustments		(1,010	)		(386	)		(1,396	)
Loan collateral in process of foreclosure – March 31, 2022	$	1,369		$	32,465		$	33,834


Three Months Ended March 31, 2021 (Dollars in thousands)	Recreation			Medallion			Total
Loan collateral in process of foreclosure – December 31, 2020	$	1,432		$	53,128		$	54,560
Transfer from loans, net		3,053			749			3,802
Sales		(2,298	)		—			(2,298	)
Cash payments received		—			(1,329	)		(1,329	)
Collateral valuation adjustments		(1,217	)		(2,785	)		(4,002	)
Loan collateral in process of foreclosure – March 31, 2021	$	970		$	49,763		$	50,733

SEGMENT RESULTS

We manage our financial results under four operating segments; recreation lending, home improvement lending, commercial lending, and medallion lending. We also show results for two non-operating segments; RPAC and corporate and other investments. As mentioned earlier, the Company disposed of its investment in RPAC on December 1, 2021 and, as a result, all presented segment results are through such date. All results are for the three months ended March 31, 2022 and 2021.

Recreation Lending

The recreation lending segment is a high-growth prime and non-prime consumer finance business which is a significant source of income for us, accounting for 72% of our interest income for the three months ended March 31, 2022, and 74% for the three months ended March 31, 2021. The loans are secured primarily by RVs, boats, and trailers, with RV loans making up 59% of the portfolio, boat loans making up 19% of the portfolio, and trailer loans 8% as of March 31, 2022, compared to 60%, 19% and 19% as of March 31, 2021. Recreation loans are made to borrowers residing in all fifty states, with the highest concentrations in Texas, Florida, and California at 16%, 10%, and 10% of loans outstanding, compared to 17%, 10%, and 10% as of March 31, 2021, and with no other states over 10%.

During the three months ended March 31, 2022, the recreation portfolio grew, with the interest yield in both the current and prior periods decreasing as a result of the change in portfolio mix toward higher credit quality but lower yielding assets. Additionally, reserve rates decreased 21 basis points from March 31, 2021 as we continue to see delinquencies and net charge-offs at near historic lows.

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The following table presents certain financial data and ratios as of and for the three months ended March 31, 2022 and 2021.


	Three Months Ended March 31,
(Dollars in thousands)	2022			2021
Selected Earnings Data
Total interest income	$	31,135		$	27,442
Total interest expense		3,601			2,794
Net interest income		27,534			24,648
Provision for loan losses		1,680			3,613
Net interest income after loss provision		25,854			21,035
Total other income (expense), net		(6,820	)		(5,463	)
Net income before taxes		19,034			15,572
Income tax provision		(5,681	)		(4,010	)
Net income after taxes	$	13,353		$	11,562
Balance Sheet Data
Total loans, gross	$	1,004,091		$	822,932
Total loan allowance		32,558			28,378
Total loans, net		971,533			794,554
Total assets		984,535			807,244
Total borrowings		780,621			641,993
Selected Financial Ratios
Return on average assets		5.62	%		5.92	%
Return on average equity		29.27			29.59
Interest yield		13.30			14.36
Net interest margin		11.76			12.90
Reserve coverage		3.24			3.45
Delinquency status (1)		0.39			0.40
Charge-off%		0.67			1.35

(1)

Loans 90 days or more past due.

Home Improvement Lending

The home improvement lending segment is a consumer finance business that works with contractors and financial service providers to finance home improvements and is concentrated in roofs, swimming pools, and windows at 33%, 26%, and 12% of total loans outstanding as of March 31, 2022, as compared to 25%, 25%, and 13% as of March 31, 2021, with no other collateral types over 10%. Home improvement loans are made to borrowers residing in all fifty states, with the highest concentrations in Florida, Texas, and Ohio at 16%, 10%, and 10% of loans outstanding March 31, 2022, compared to 11%, 11%, and 9% as of March 31, 2021, and with no other states over 6%.

During the three months ended March 31, 2022, the home improvement lending segment grew substantially with the net portfolio increasing 38% from the prior year. Reserve rates increased 13 basis points from a year ago. The interest yield decreased slightly from the prior year period, while net interest margins decreased, reflecting lower rates on borrowings and CD's issued in the current year as compared to the prior year.

Page 38 of 51

The following table presents certain financial data and ratios as of and for the three months ended March 31, 2022 and 2021.


	Three Months Ended March 31,
(Dollars in thousands)	2022			2021
Selected Earnings Data
Total interest income	$	9,700		$	7,918
Total interest expense		1,341			1,208
Net interest income		8,359			6,710
Provision for loan losses		1,204			450
Net interest income after loss provision		7,155			6,260
Other income (expense), net		(2,896	)		(1,914	)
Net income before taxes		4,259			4,346
Income tax provision		(1,271	)		(1,119	)
Net income after taxes	$	2,988		$	3,227
Balance Sheet Data
Total loans, gross	$	473,408		$	342,121
Total loan allowance		8,059			5,358
Total loans, net		465,349			336,763
Total assets		469,886			348,456
Total borrowings		372,565			277,672
Selected Financial Ratios
Return on average assets		2.66	%		3.80	%
Return on average equity		13.85			19.00
Interest yield		8.71			9.66
Net interest margin		7.50			8.19
Reserve coverage		1.70			1.57
Delinquency status (1)		0.06			0.04
Charge-off%		0.46			0.30

(1)

Loans 90 days or more past due.

Commercial Lending

We originate both senior and subordinated loans nationwide to businesses in a variety of industries, more than 49% of which are located in the Midwest region, with the rest scattered across the country. These mezzanine loans are primarily secured by a second position on all assets of the businesses and generally range in amount from $2,000,000 to $5,000,000 at origination, and typically include an equity component as part of the financing. The commercial lending business has concentrations in manufacturing, wholesale trade, administrative and support services, and construction making up 40%, 14%, 13%, and 12% of the loans outstanding as of March 31, 2022.

During the three months ended March 31, 2022, the commercial portfolio continued to grow, with $4.4 million of new originations. Additionally, reserve rates reflected specific reserves on aged investments.

Page 39 of 51

The following table presents certain financial data and ratios as of and for the three months ended March 31, 2022 and 2021. The commercial segment encompasses the mezzanine lending business, and the other legacy commercial loans (immaterial to total) have been allocated to corporate and other investments. The commercial segment increased in the current year as originations exceeded repayments. Net income decreased to a $1.0 million loss due to exits of two aged investments.


	Three Months Ended March 31,
(Dollars in thousands)	2022			2021
Selected Earnings Data
Total interest income	$	1,930		$	1,482
Total interest expense		722			572
Net interest income		1,208			910
Provision for loan losses		1,255			—
Net interest (expense) income after loss provision		(47	)		910
Other expense, net		(1,330	)		(460	)
Net income (loss) before taxes		(1,377	)		450
Income tax (provision) benefit		411			(113	)
Net (loss) income after taxes	$	(966	)	$	337
Balance Sheet Data
Total loans, gross	$	77,615		$	55,567
Total loan allowance		828			—
Total loans, net		76,787			55,567
Total assets		86,461			71,922
Total borrowings		68,553			59,533
Selected Financial Ratios
Return on average assets		(3.83	)%		1.79	%
Return on average equity		(12.33	)		8.96
Interest yield		10.12			10.37
Net interest margin		6.34			6.37
Reserve coverage(1)		1.06			0.00
Delinquency status (1) (2)		0.10			0.13
Charge-off% (3)		8.13			0.00

(1)

Ratio is based off of total commercial balances, and relates solely to the legacy commercial loan balances.

(2)

Loans 90 days or more past due.

(3)

Ratio is based on total commercial lending balances, and relates to the total loan business.


	Three Months Ended March 31,
	2022					2021
Geographic Concentrations	Total Gross Loans		% of Market			Total Gross Loans		% of Market
Illinois	$	13,109		17	%	$	11,146		20	%
California		10,072		13			—		—
Minnesota		9,583		13			8,208		15
Michigan		6,300		8			10,502		19
North Carolina		5,850		8			5,849		11
Texas		5,570		7			5,569		10
New Hampshire		5,517		7			—		—
New Jersey		4,164		5			4,164		7
Kansas		4,107		5			4,107		7
Other (1)		13,595		17			6,022		11
Total	$	77,867		100	%	$	55,567		100	%

(1)

Includes four other states, which were all under 5% as of March 31, 2022, and four other states, all under 6% as of March 31, 2021.

Page 40 of 51

Medallion Lending

The medallion lending segment operates mainly in the New York City, Newark, and Chicago markets. We have a long history of owning, managing, and financing taxi fleets, taxi medallions, and corporate car services. During the three months ended March 31, 2022, taxi medallion values remained consistent in the New York City market even as other markets saw declines. We continue to not recognize interest income with all loans being placed on nonaccrual as of the third quarter 2020, and by transferring underperforming loans from the portfolio to loan collateral in process of foreclosure with charge-offs to collateral value, once loans become more than 120 days past due. All the loans are secured by taxi medallions and enhanced by personal guarantees of the shareholders and owners.

The following table presents certain financial data and ratios as of and for the three months ended March 31, 2022 and 2021.


	Three Months Ended March 31,
(Dollars in thousands)	2022			2021
Selected Earnings Data
Total interest income (loss)	$	146		$	(69	)
Total interest expense		153			1,370
Net interest loss		(7	)		(1,439	)
(Benefit) provision for loan losses		(869	)		(1,044	)
Net interest income (loss) after loss provision		862			(395	)
Other expense, net		(806	)		(2,144	)
Net income (loss) before taxes		56			(2,539	)
Income tax (provision) benefit		(17	)		637
Net income (loss) after taxes	$	39		$	(1,902	)
Balance Sheet Data
Total loans, gross	$	13,849		$	35,250
Total loan allowance		9,241			24,073
Total loans, net		4,608			11,177
Total assets		37,752			116,639
Total borrowings		29,933			92,469
Selected Financial Ratios
Return on average assets		0.25	%		(6.40	)%
Return on average equity		1.30			(31.98	)
Interest yield		12.49			(2.34	)
Net interest margin		(0.67	)		(48.86	)
Reserve coverage		66.73			68.29
Delinquency status (1)		—			2.20
Charge-off Recovery%		(76.13	)		(2.55	)

(1)

Loans 90 days or more past due.


	Three Months Ended March 31,
	2022						2021
Geographic Concentration	Total Gross Loans		% of Market				Total Gross Loans		% of Market
New York City	$	12,540		91	%		$	32,037		91	%
Newark		1,265		9				2,939		8
All Other		44		0		(1)		274		1
Total	$	13,849		—	%		$	35,250		100	%

(1)

Less than 1%.


	Three Months Ended March 31,
	2022					2021
Geographic Concentration	Total Loan Collateral in Process of Foreclosure		% of Market			Total Loan Collateral in Process of Foreclosure		% of Market
New York City	$	26,902		83	%	$	38,383		77	%
Newark		3,959		12			6,267		13
Chicago		1,411		4			4,824		10
All Other		193		1			289		1
Total	$	32,465		100	%	$	49,763		100	%

Page 41 of 51

RPAC

Until December 1, 2021, when we disposed of our entire investment, we were the majority owner and managing member of RPAC Racing, LLC, a performance and marketing company for NASCAR. Revenues were mainly earned through sponsorships and race winning activity over the ten month race season (February through November) during the year.

The following table presents selected financial data and ratios as of and for the three months ended March 31, 2021.


	Three Months Ended
(Dollars in thousands)	March 31, 2021
Selected Earnings Data
Sponsorship, race winnings, and other income	$	2,473
Race and other expenses		3,883
Interest expense		41
Total expenses		3,924
Net loss before taxes		(1,451	)
Income tax benefit		364
Net loss after taxes	$	(1,087	)

Balance Sheet Data
Total assets	$	32,724
Total borrowings		8,726
Selected Financial Ratios
Return on average assets		(13.27	)%
Return on average equity		(378.20	)

Corporate and Other Investments

This non-operating segment relates to our equity and investment securities as well as our legacy commercial business, and other assets, liabilities, revenues, and expenses, both interest and operating, which are not specifically allocated to the operating segments. Commencing with the 2020 second quarter, the Bank began issuing loans related to the new strategic partnership business, which is currently included within this segment. Strategic partnerships represent $0.2 million in net loans as of March 31, 2022, compared to less than $0.1 million as of March 31, 2021, having originations of $5.0 million and $1.9 million during the three months ended March 31, 2022 and 2021. This segment also reflects the elimination of all intercompany activity among the consolidated entities, as well as the gains (losses) on the dispositions of certain non-core assets.

The following table presents certain financial data and ratios as of and for the three months ended March 31, 2022 and 2021.


(Dollars in thousands)	Three Months Ended March 31,
	2022			2021
Selected Earnings Data
Total interest income	$	392		$	307
Total interest expense		1,558			2,422
Net interest loss		(1,166	)		(2,115	)
Total interest expense		(30	)		—
Net interest loss		(1,136	)		(2,115	)
Other expense, net		(4,652	)		(1,314	)
Net loss before taxes		(5,788	)		(3,429	)
Income tax benefit		1,727			363
Net loss after taxes	$	(4,061	)	$	(3,066	)
Balance Sheet Data
Total loans, gross	$	478		$	3,345
Total loan allowance		—			—
Total loans, net	$	478			3,345
Total assets		387,991			311,765
Total borrowings		307,632			266,366
Selected Financial Ratios
Return on average assets		(4.80	)%		(4.16	)%
Return on average equity		(28.30	)		(30.80	)

Page 42 of 51

Summary Consolidated Financial Data

The table below presents our selected financial data for the three months ended March 31, 2022 and 2021.


	Three Months Ended March 31,
(Dollars in thousands, Except per share data)	2022			2021
Return on average assets (ROA)		2.41	%		2.08	%
Return on average stockholders' equity (ROE)		13.70			11.09
Dividend payout ratio		20.77			—
Net interest margin		9.20			9.18
Other income ratio (1)		0.39			0.62
Total expense ratio (2)		7.73			8.60
Equity to assets (3)		18.41			18.48
Debt to equity (4)	4.3x			4.3x
Loans receivable to assets		77	%		71	%
Net charge-offs		2,720			2,758
Net charge-offs as a % of average loans receivable		0.75	%		0.95	%
Allowance coverage ratio		3.23			4.59

(1)

Other income ratio represents other income divided by average interest earning assets.

(2)

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

(3)

Includes $68.8 million and $72.3 million related to non-controlling interests in consolidated subsidiaries as of March 31, 2022 and 2021.

(4)

Excludes deferred financing costs of $7.2 million and $6.5 million as of March 31, 2022 and 2021.

Consolidated Results of Operations

Three Months Ended March 31, 2022 compared to the Three Months Ended March 31, 2021

Net income attributable to shareholders was $9.8 million, or $0.39 per share for the three months ended March 31, 2022, compared to $8.4 million, or $0.34 per share for the three months ended March 31, 2021.

Total interest income was $43.3 million for the three months ended March 31, 2022 compared to $37.1 million for the three months ended March 31, 2021. The increase in interest income reflected the continued growth in the recreation and home improvement lending segments partially offset by lower margins associated with these loans. The yield on interest earning assets was 11.48% for the three months ended March 31, 2022, compared to 11.84% for the three months ended March 31, 2021. Average interest earning assets were $1.6 billion for the three months ended March 31, 2022, an increase from $1.3 billion for the three months ended March 31, 2021.

Loans before allowance for loan losses were $1,569.4 million as of March 31, 2022, comprised of recreation ($1,004.1 million), home improvement ($473.4 million), commercial ($77.9 million), medallion ($13.8 million), and strategic partnership ($0.2 million) loans. We had an allowance for loan losses as of March 31, 2022 of $50.7 million, which was attributable to the recreation (64%), medallion (18%), home improvement (16%), and commercial (2%) loan portfolios.

Loans increased $80.5 million, or 5%, from December 31, 2021 as a result of $213.7 million of loan originations, offset by principal payments, and to a lesser extent transfers to loan collateral in process of foreclosure and net charge-offs. The provision for loan losses was $3.2 million for the three months ended March 31, 2022, compared to $3.0 million for the three months ended March 31, 2021. The charge-off ratios on the loan portfolios was 0.75% for the three months ended March 31, 2022 compared to 0.95% for the three months ended March 31, 2021.

Interest expense was $7.4 million for the three months ended March 31, 2022, a decrease from $8.4 million for the three months ended March 31, 2021, due to lower average cost of borrowed funds, even as average borrowings have increased. The average cost of borrowed funds was 1.99% for the three months ended March 31, 2022, compared to 2.61% for the three months ended March 31, 2021, mainly driven by the decline in market rates for deposits throughout 2021, the repayment of retail notes, offset to a lesser extent with the replacement of notes payable to banks with higher fixed rate private notes. Cost of funds decreased compared to the prior year quarter, despite increased costs in deposits issued in the current quarter. We expect an increase in the cost of funds throughout the remainder of 2022 as older deposits mature and newer deposits are issued both to replace maturing deposits and to facilitate our growth in our lending. Average debt outstanding was $1.5 billion for the three months ended March 31, 2022, up from $1.3 billion for the three months ended March 31, 2021, as we issued additional certificates of deposits to increase our liquidity and loan growth. See page 33 for tables that show average balances and cost of funds for our funding sources.

Net interest income was $35.9 million for the three months ended March 31, 2022, compared to $28.7 million for the three months ended March 31, 2021. The net interest margin was 9.20% for the three months ended March 31, 2022, compared to 9.18%, for the three months ended March 31, 2021, reflecting the above.

Net other income, which is comprised of net recoveries of loan collateral, a majority of which relate to recoveries in the Medallion segment, prepayment fees, servicing fee income, late charges, write-downs of loan collateral, impairment of equity investments, and other miscellaneous income was $1.5 million for the three months ended March 31, 2022, compared to $1.9 million for the three months ended March 31, 2021. The decrease was primarily due to the absence of race team related revenue.

Page 43 of 51

Operating expenses were $18.0 million for the three months ended March 31, 2022, compared to $14.6 million for the three months ended March 31, 2021. Salaries and benefits were $7.6 million for the three months ended March 31, 2022, compared to $5.7 million for the three months ended March 31, 2021, with the increase primarily reflective of reduced bonus expense in the prior year. Professional fees were $4.0 million for the three months ended March 31, 2022, compared to $0.5 million for the three months ended March 31, 2021, primarily reflecting higher legal and professional costs for a variety of corporate matters inclusive of the SEC litigation.

Total income tax expense was $4.8 million for the three months ended March 31, 2022, compared to $3.9 million for the three months ended March 31, 2021.

Loan collateral in process of foreclosure was $33.8 million at March 31, 2022, a decline from $37.4 million at December 31, 2021. The decrease was primarily reflective of cash payments received and structured settlements during the period. See page 37 for a table that shows the changes during the quarter.

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 consumer, commercial, and medallion loans, and investment securities) reprice on a different basis over time in comparison to our interest-bearing liabilities (consisting primarily of bank certificates of deposit, credit facilities and borrowings from banks and other lenders, and SBA debentures and borrowings).

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. 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. 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 on certificates of deposit, for terms of up to five years.

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.

Page 44 of 51

The following table presents our interest rate sensitivity gap at March 31, 2022. The principal amounts of interest earning assets are 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.


March 31, 2022 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
Fixed-rate	$	33,872		$	20,961		$	30,093		$	45,994		$	86,846		$	57,796		$	1,256,880	$	1,532,442
Adjustable rate		6,755			576			845			—			22			—			—		8,198
Investment securities		3,126			317			3,590			3,422			84			5,493			31,043		47,075
Cash		137,544			—			—			500			750			—			—		138,794
Total earning assets	$	181,297		$	21,854		$	34,528		$	49,916		$	87,702		$	63,289		$	1,287,923	$	1,726,509
Interest bearing liabilities
Deposits	$	405,783		$	254,340		$	343,449		$	170,965		$	160,252		$	—		$	—	$	1,334,789
Privately placed notes		—			36,000			—			31,250			—			—			53,750		121,000
SBA debentures and borrowings		5,000			2,500			21,264			15,500			4,500			—			21,000		69,764
Preferred securities		—			—			—			—			—			—			33,000		33,000
Total liabilities	$	410,783		$	292,840		$	364,713		$	217,715		$	164,752		$	—		$	107,750	$	1,558,553
Interest rate gap	$	(229,486	)	$	(270,986	)	$	(330,185	)	$	(167,799	)	$	(77,050	)	$	63,289		$	1,180,173	$	167,956
Cumulative interest rate gap	$	(229,486	)	$	(500,472	)	$	(830,657	)	$	(998,456	)	$	(1,075,506	)	$	(1,012,217	)	$	167,956	$	—
December 31, 2021 (2)	$	(230,601	)	$	(455,807	)	$	(770,239	)	$	(891,489	)	$	(1,007,810	)	$	(940,350	)	$	153,539	$	—
December 31, 2020 (2)	$	(366,801	)	$	(570,449	)	$	(719,385	)	$	(827,236	)	$	(907,295	)	$	(860,941	)	$	52,347	$	—

(1)

The ratio of the cumulative one year gap to total interest rate sensitive assets was (13%) as of March 31, 2022, and was (14%) as of December 31, 2021

(2)

Excludes federal funds sold and investment securities.

Our interest rate sensitive assets were $1,726.5 million and interest rate sensitive liabilities were $1,558.6 million at March 31, 2022. The one-year cumulative interest rate gap was a negative $229.5 million or (13%) of interest rate sensitive assets. We seek to manage interest rate risk by incurring fixed-rate indebtedness, by evaluating appropriate derivatives, pursuing securitization opportunities, by originating adjustable-rate loans, and by other options consistent with managing interest rate risk.

We are currently reviewing the impact on our loans and borrowings with the cessation of LIBOR at the end of 2021. We do not have lendings tied to LIBOR and do not expect a significant impact on our loans. We have trust preferred securities that bear a variable rate of interest of 90 day LIBOR (0.96% at March 31, 2022) plus 2.13%. We expect to rely on our lenders to adjust and communicate rate adjustments; however, we do not expect a material impact on our borrowings.

Liquidity and Capital Resources

Our sources of liquidity include unfunded commitments to sell debentures to the SBA, loan amortization and prepayments, private issuances of debt securities, participations or sales of loans to third parties, the disposition of our other assets, and dividends from Medallion Capital and the Bank, and are subject to compliance with regulatory ratios. As of March 31, 2022, we had unfunded commitments from the SBA of $9.5 million, all of which required the infusion of $4.8 million of capital from either the capitalization of retained earnings or a capital infusion from the Company.

Additionally, the Bank has access to independent sources of funds for our business originated there, primarily through brokered certificates of deposit. The Bank has up to $45.0 million available under Fed Funds lines with several commercial banks.

In February 2021, we completed a private placement to certain institutional investors of $25.0 million aggregate principal amount of 7.25% unsecured senior notes due February 2026, with interest payable semiannually. Follow-on offerings of these notes in March and April 2021 raised an additional $3.3 million and $3.0 million.

In December 2020, we completed a private placement to certain institutional investors of $33.6 million aggregate principal amount of 7.50% unsecured senior notes due December 2027, with interest payable semiannually. Follow-on offerings of these notes in February and March 2021 raised an additional $8.5 million. In April 2021, we raised an additional $11.7 million in a follow-on offering, and repaid substantially all of our remaining bank borrowings.

The net proceeds from the December 2020, February 2021, March 2021 and April 2021 private placements have been used for general corporate purposes, including repayment of outstanding debt, including repayment of our 9.00% retail notes at maturity in April 2021 and to pay down other borrowings, including some borrowings at a discount.

In December 2019, the Bank closed an initial public offering of $46.0 million aggregate liquidation amount, yielding net proceeds of $42.5 million, of its Fixed-to-Floating Rate Non-Cumulative Perpetual Preferred Stock, Series F. Dividends are payable quarterly from the date of issuance to, but excluding April 1, 2025, at a rate of 8% per annum, and from and including April 1, 2025, at a floating rate equal to a benchmark rate (which is expected to be three-month Secured Overnight Financing Rate, or SOFR) plus a spread of 6.46% per annum.

Page 45 of 51

In March 2019, we completed a private placement to certain institutional investors of $30.0 million aggregate principal amount of 8.25% unsecured notes due 2024, with interest payable semiannually. A follow-on offering of these notes in the 2019 third quarter raised an additional $6.0 million.

The table below presents the components of our debt were as of March 31, 2022, exclusive of deferred financing costs of March 31, 2022. See Note 4 to the consolidated financial statements for details of the contractual terms of our borrowings.


(Dollars in thousands)	Balance		Percentage			Rate (1)
Deposits (2)	$	1,334,790		86	%		1	%
Privately placed notes		121,000		8			8
SBA debentures and borrowings		69,764		4			3
Preferred securities		33,000		2			3
Total outstanding debt	$	1,558,554		100	%		2	%

(1)

Weighted average contractual rate as of March 31, 2022.

(2)

Balance includes $0.8 million of strategic partner reserve deposits as of March 31, 2022.

Our contractual obligations expire on or mature at various dates through September 2037. The following table shows all contractual obligations at March 31, 2022.


	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 (1)
Borrowings
Deposits (2)	$	405,783	$	254,340	$	343,449	$	170,965	$	160,252	$	—	$	1,334,789
Privately placed notes		—		36,000		—		31,250		—		53,750		121,000
SBA debentures and borrowings		5,000		2,500		21,264		15,500		4,500		21,000		69,764
Preferred securities		—		—		—		—		—		33,000		33,000
Total outstanding borrowings		410,783		292,840		364,713		217,715		164,752		107,750		1,558,553
Operating lease obligations		1,823		2,356		2,373		2,390		2,408		1,164		12,514
Total contractual obligations	$	412,606	$	295,196	$	367,086	$	220,105	$	167,160	$	108,914	$	1,571,067

(1)

Total debt is exclusive of deferred financing costs of $7.2 million as of March 31, 2022.

(2)

Balance excludes $0.8 million of strategic partner reserve deposits as of March 31, 2022.

Approximately $703.6 million of our borrowings have maturity dates during the next two years, a vast majority of which are brokered CDs.

In addition, the illiquidity of portions of our loan portfolio and investments may adversely affect our ability to dispose of them 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 our 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 interest income.

We use a combination of long-term and short-term borrowings and equity capital to finance our lending and investing activities. Our long-term fixed-rate investments are financed primarily with fixed-rate debt. We may use interest rate risk management techniques in an effort to limit our exposure to interest rate fluctuations. 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 a hypothetical immediate 1% increase in interest rates would result in an increase to net income as of March 31, 2022 by $1.4 million on an annualized basis, and the impact of such an immediate increase of 1% over an one year period would have been a reduction in net income by $0.7 million at March 31, 2022. 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 income 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.

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

The following table illustrates sources of available funds for us and each of our subsidiaries, and amounts outstanding under credit facilities and their respective end of period weighted average interest rates at March 31, 2022. See Note 5 to the consolidated financial statements for additional information about each credit facility.


(Dollars in thousands)	Medallion Financial Corp.			MFC		MCI				FSVC				MB				All Other		March 31, 2022			December 31, 2021
Cash, cash equivalents and federal funds sold	$	36,221		$	210	$	18,877		(1)	$	315		(1)	$	83,148			$	23	$	138,794		$	124,484
Preferred Securities		33,000																			33,000			33,000
Average interest rate		2.71	%																		2.71	%		2.31	%
Maturity	9/37																			9/37			9/37
Retailed notes and privately placed borrowings		121,000																			121,000			121,000
Average interest rate		7.66	%																		7.66	%		7.66	%
Maturity	3/24-12/27																			3/24-12/27			3/24-12/27
SBA debentures & borrowings																					—			79,463
Amounts available							9,500														—			9,500
Amounts outstanding							61,000				8,764										69,764			69,963
Average interest rate							2.90	%			3.25	%									2.95	%		2.72	%
Maturity						3/23- 3/32					45,412									3/23- 3/32			3/23- 3/32
Brokered CD's & other funds borrowed															1,335,539		(2)				1,335,539			1,254,038
Average interest rate															1.24	%					1.24	%		1.20	%
Maturity														4/22-3/27						4/22-3/27			1/22-12/26
Total Cash	$	36,221		$	210	$	18,877			$	315			$	83,148			$	23	$	138,794		$	124,484
Total debt outstanding	$	154,000		$	-	$	61,000			$	8,764			$	1,335,539			$	-	$	1,559,303		$	1,478,001

(1)

Cash resides in the applicable SBIC and is generally not available for corporate use.

(2)

Includes deposits of $0.8 million related to the strategic partnership business and $8.7 million related to listing services.

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.

We also generate liquidity through deposits generated at the 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 regularly seek additional sources of liquidity; however, given current market conditions, there can be no assurance 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.

Recently Issued Accounting Standards

In June 2016, the FASB issued ASU 2016-13, Financial Instruments—Credit Losses, or Topic 326: Measurement of Credit Losses on Financial Instruments, or ASU 2016-13. The main objective of this new standard is to provide financial statement users with more decision-useful information about the expected credit losses on financial assets and other commitments to extend credit held by a reporting entity at each reporting date. Under the new standard, the concepts used by entities to account for credit losses on financial instruments will fundamentally change. The existing “probable” and “incurred” loss recognition threshold is removed. Loss estimates are based upon lifetime “expected” credit losses. The use of past and current events must now be supplemented with “reasonable and supportable” expectations about the future to determine the amount of credit loss. The collective changes to the recognition and measurement accounting standards for financial instruments and their anticipated impact on the allowance for credit losses modeling have been universally referred to as the CECL (current expected credit loss) model. ASU 2016-13 applies to all entities and is effective for fiscal years beginning after December 15, 2019 for public entities, with early adoption permitted. In November 2019, the FASB issued ASU 2019-10 to defer implementation of the standard for smaller reporting companies, such as us, to fiscal years beginning after December 15, 2022. We are assessing the impact the update will have on our financial statements, and expect the update to have a material impact on our accounting for estimated credit losses on our loans.

In August 2021, the FASB issued ASU 2021-06, Presentation of Financial Statements, or Topic 205: Depository and Lending, or Topic 942: and Financial Services – Investment Companies, or Topic 946: Measurement of Credit Losses on Financial Instruments, or ASU 2021-06. This new standard amends certain SEC paragraphs from the Codification in response to the issuance of SEC Final Rule No. 33-10786, Amendments to Financial Disclosures About Acquired and Disposed Businesses and SEC Rule No. 33-10835, Update

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of Statistical Disclosures for Bank and Savings and Loan Registrants. We have assessed the impact the update and determined it does not have a material impact on the accompanying financial statements.

Dividends

The Board of Directors has reinstated our quarterly dividend, with a dividend of $0.08 per share, paid in March 2022. We may, however, re-evaluate this new dividend policy in the future depending on market conditions. There can be no assurance that we will continue to pay any cash distributions, as we may retain our earnings to facilitate the growth of our business, to finance our investments, to provide liquidity, or for other corporate purposes

Control Statutes

Because the Bank is an “insured depository institution” within the meaning of the Federal Deposit Insurance Act and the Change in Bank Control Act and we are a “financial institution holding company” within the meaning of the Utah Financial Institutions Act, federal and Utah law and regulations prohibit any person or company from acquiring control of us and, indirectly, the Bank, without, in most cases, prior written approval of the FDIC or the Commissioner of Utah Department of Financial Institutions, as applicable. Under the Change in Bank Control Act, control is conclusively presumed if, among other things, a person or company acquires 25% or more of any class of our voting stock. A rebuttable presumption of control arises if a person or company acquires 10% or more of any class of voting stock and is subject to a number of specified “control factors” as set forth in the applicable regulations. Although the Bank is an “insured depository institution” within the meaning of the Federal Deposit Insurance Act and the Change in Bank Control Act, your investment in the Company is not insured or guaranteed by the FDIC, or any other agency, and is subject to loss. Under the Utah Financial Institutions Act, control is defined as the power directly or indirectly or through or in concert with one or more persons to (1) direct or exercise a controlling influence over the management or policies of us or the election of a majority of the directors of us, or (2) to vote 20% or more of any class of our voting securities by an individual or to vote more than 10% of any class of our voting securities by a person other than an individual. If any holder of any series of the Bank’s preferred stock is or becomes entitled to vote for the election of the Bank’s directors, such series will be deemed a class of voting stock, and any other person will be required to obtain the non-objection of the FDIC under the Change in Bank Control Act to acquire or maintain 10% or more of that series. Investors are responsible for ensuring that they do not, directly or indirectly, acquire shares of our common stock in excess of the amount which can be acquired without regulatory approval.

In addition to the regulations detailed above, our operations are subject to supervision and regulation by other federal, state, and local laws and regulations. Additionally, our operations may be subject to various laws and judicial and administrative decisions. This oversight may serve to:

•

regulate credit granting activities, including establishing licensing requirements, if any, in various jurisdictions;

•

establish maximum interest rates, finance charges and other charges;

•

require disclosures to customers;

•

govern secured transactions;

•

set collection, foreclosure, repossession, and claims handling procedures and other trade practices;

•

prohibit discrimination in the extension of credit and administration of loans; and

•

regulate the use and reporting of information related to a borrower’s credit experience and other data collection.

Changes to laws of states in which we do business could affect the operating environment in substantial and unpredictable ways. We cannot predict whether such changes will occur or, if they occur, the ultimate effect they would have upon our financial condition or results of operations.

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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 we filed our Annual Report on Form 10-K for the year ended December 31, 2021.

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

Our Chief Executive Officer and Chief Financial Officer have evaluated the effectiveness of our disclosure controls and procedures 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 March 31, 2022 to provide reasonable assurance that information required to be disclosed by the Company in reports that it files or submits under the Exchange Act is (i) recorded, processed, summarized, and reported within the time periods specified in the SEC rules and forms and (ii) accumulated and communicated to the Company’s management, including its Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosures.

Changes in Internal Control over Financial Reporting

As required by Rule 13a-15(d) under the Exchange Act, our management, including our Chief Executive Officer and Chief Financial Officer, have evaluated our internal control over financial reporting to determine whether any changes occurred during the 2022 first quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting, and have concluded that there have been no changes that occurred during the 2022 first quarter 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

See Note 10 “Commitments and Contingencies” subsections (c) and (d) to the consolidated financial statements included in Item 1 of this Quarterly Report on Form 10-Q for details of the Company’s legal proceedings.

ITEM 1A. RISK FACTORS

There have been no material changes in our risk factors from those disclosed in Part 1, Item 1A of our Annual Report on Form 10-K for the fiscal year ended December 31, 2021, which was filed with the Securities and Exchange Commission on March 14, 2022.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

During the three months ended March 31, 2022 we repurchased 67,660 shares of our common stock at an aggregate cost of $616,855. Accordingly, as of March 31, 2022, up to $22,257,654 of shares remain authorized for repurchase under our stock repurchase program. On May 1, 2022 the Company's board of directors authorized a new stock repurchase program, pursuant to which the Company is authorized to repurchase up to $35 million of its shares. Such new repurchase program replaces the existing one, which was terminated.


First Quarter 2022	Total Shares of Common Stock Repurchased		Average Price Paid per Share		Total Amount Paid		Maximum Value of Shares Yet to Be Purchased
January 1 - January 31		—	$	—	$	—	$	22,874,509
February 1 - February 28		—		—		—		22,874,509
March 1 - March 31		67,660		9.12		616,855		22,257,654
Total		67,660	$	9.12	$	616,855	$	22,257,654

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ITEM 6. EXHIBITS

EXHIBITS


Number		Description

3.1		Second Amended and Restated By-Laws of Medallion Financial Corp., as amended and restated as of May 1, 2022. Filed as Exhibit 3.1 to the Current Report on Form 8-K filed on May 2, 2022 (File No. 001-37747) and incorporated by reference herein.

10.1		Cooperation Agreement, dated as of May 1, 2022, by and among Medallion Financial Corp., KORR Value L.P., KORR Acquisitions Group, Inc., Kenneth Orr, David Orr, and Jonathan Orr. Filed as Exhibit 10.1 to the Current Report on Form 8-K filed on May 2, 2022 (File No. 001-37747) and incorporated by reference herein.

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 Antony N. Cutrone 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 Anthony N. Cutrone pursuant to 18 USC. Section 1350, as adopted, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. Filed herewith.

101.INS		XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document

101.SCH		Inline XBRL Taxonomy Extension Schema Document

101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document

101.LAB		Inline XBRL Taxonomy Extension Labels Linkbase Document

101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document

104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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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:	May 5, 2022

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

By:	/s/ Anthony N. Cutrone
	Anthony N. Cutrone
	Executive Vice President and Chief Financial Officer

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

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