0001564590-19-039419.txt : 20191101 0001564590-19-039419.hdr.sgml : 20191101 20191101161031 ACCESSION NUMBER: 0001564590-19-039419 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 122 CONFORMED PERIOD OF REPORT: 20190930 FILED AS OF DATE: 20191101 DATE AS OF CHANGE: 20191101 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MEDALLION FINANCIAL CORP CENTRAL INDEX KEY: 0001000209 STANDARD INDUSTRIAL CLASSIFICATION: FINANCE SERVICES [6199] IRS NUMBER: 043291176 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 001-37747 FILM NUMBER: 191186929 BUSINESS ADDRESS: STREET 1: 437 MADISON AVE 38 TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 2123282153 MAIL ADDRESS: STREET 1: 437 MADISON AVENUE STREET 2: 38TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 10-Q 1 mfin-10q_20190930.htm 10-Q mfin-10q_20190930.htm

 

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 September 30, 2019

OR

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

For the transition period from                  to                 

Commission file number 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

9.000% Senior Notes due 2021

 

MFIN

MFINL

 

NASDAQ Global Select Market

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 October 30, 2019 was 24,609,203.

 

 


 

MEDALLION FINANCIAL CORP.

FORM 10-Q

TABLE OF CONTENTS

 

 

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. 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 77


 

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, that includes Medallion Bank, our primary operating subsidiary. Effective April 2, 2018, following authorization by our shareholders, we withdrew our previous election to be regulated as a business development company, or BDC, under the Investment Company Act of 1940, as amended, or the 1940 Act. Prior to such time, we were a closed-end, non-diversified management investment company that had elected to be treated as a BDC under the 1940 Act.

As a result of this change in status, commencing with the three months ended June 30, 2018:

 

we consolidated the results of Medallion Bank and our other subsidiaries in our financial statements, which, as an investment company, we were previously precluded from doing; and

 

with the consolidation of Medallion Bank, given its significance to our overall financial results, we now report as a bank holding company for accounting purposes under Article 9 and Guide 3 of Regulation S-X, but we are not a bank holding company for regulatory purposes.

In accordance with FASB Accounting Standards Codification, or ASC, Topic 946 – Financial Services – Investment Company, we made this change to our financial reporting prospectively, and have not restated or revised periods prior to our change in status to a non-investment company effective April 2, 2018. Accordingly, in this report we refer to both accounting in accordance with US generally accepted accounting principles, or GAAP, applicable to bank holding companies, or Bank Holding Company Accounting, which applies commencing April 2, 2018, and to that applicable to investment companies under the 1940 Act, or Investment Company Accounting, which applies to prior periods.

We historically have had a leading position in originating, acquiring, and servicing loans that finance taxicab medallions and various types of commercial businesses. Recently, our strategic growth has been through Medallion Bank which originates consumer loans for the purchase of recreational vehicles, boats, and trailers, and to finance small-scale home improvements. Since Medallion Bank acquired a consumer loan portfolio and began originating consumer loans in 2004, it has increased its consumer loan portfolio at a compound annual growth rate of 17% (19% if there had been no loan sales during 2016, 2017, and 2018). In January 2017, we announced our plans to transform our overall strategy. We have transitioned away from medallion lending and have placed our strategic focus on our growing consumer finance portfolio. Total assets under management, which includes our portfolio, as well as assets serviced for third party investors, were $1,649,000,000 as of September 30, 2019, and were $1,522,000,000 as of December 31, 2018, and have grown at a compound annual growth rate of 9% from $215,000,000 at the end of 1996. Since our initial public offering in 1996, we have paid distributions in excess of $263,060,000 or $14.66 per share.

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

 

Medallion Bank, or the Bank, an 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 Funding LLC, or Medallion Funding, a Small Business Investment Company, or SBIC, our primary taxicab medallion lending company;

 

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

 

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

 

Medallion Servicing Corp., or MSC, which provides loan services to the Bank.

Our other consolidated subsidiaries are comprised of Medallion Fine Art, Inc., CDI-LP Holdings, Inc., Medallion Motorsports, LLC, and RPAC Racing LLC, or RPAC. In addition, we make both marketable and nonmarketable equity investments, primarily as a function of our mezzanine lending business.

Our consolidated balance sheet as of September 30, 2019, and the related consolidated statements of operations, consolidated statements of other comprehensive income/(loss), consolidated statements of stockholders’ equity and cash flows for the quarter and nine months then ended included in Item 1 have been prepared by us, without audit, pursuant to the rules and regulations of the SEC. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the US have been condensed or omitted pursuant to such rules and regulations. In the opinion of management, the accompanying consolidated financial statements include all adjustments, which are of a normal and recurring nature, necessary to present fairly our consolidated financial position and results of operations. The results of operations for the quarter and nine months ended September 30, 2019 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, 2018.

 

Page 3 of 77


 

MEDALLION FINANCIAL CORP.

CONSOLIDATED BALANCE SHEETS

UNAUDITED

 

(Dollars in thousands, except share and per share data)

 

September 30, 2019

 

 

December 31, 2018

 

Assets

 

 

 

 

 

 

 

 

Cash(1)

 

$

21,724

 

 

$

23,842

 

Federal funds sold

 

 

33,291

 

 

 

33,871

 

Equity investments

 

 

9,880

 

 

 

9,197

 

Investment securities

 

 

47,422

 

 

 

45,324

 

Loans

 

 

1,142,282

 

 

 

1,017,882

 

Allowance for losses

 

 

(43,113

)

 

 

(36,395

)

Net loans receivable

 

 

1,099,169

 

 

 

981,487

 

Accrued interest receivable

 

 

8,040

 

 

 

7,413

 

Property, equipment, and right-of-use lease asset, net

 

 

13,544

 

 

 

1,222

 

Loan collateral in process of foreclosure(2)

 

 

53,539

 

 

 

49,495

 

Goodwill

 

 

150,803

 

 

 

150,803

 

Intangible assets, net

 

 

52,898

 

 

 

53,982

 

Other assets

 

 

29,444

 

 

 

25,210

 

Total assets

 

$

1,519,754

 

 

$

1,381,846

 

Liabilities

 

 

 

 

 

 

 

 

Accounts payable and accrued expenses(3)

 

$

18,651

 

 

$

18,789

 

Accrued interest payable

 

 

3,511

 

 

 

3,852

 

Deposits

 

 

962,987

 

 

 

848,040

 

Short-term borrowings

 

 

42,503

 

 

 

55,178

 

Deferred tax liabilities and other tax payables

 

 

5,597

 

 

 

6,973

 

Operating lease liabilities

 

 

12,090

 

 

 

 

Long-term debt

 

 

181,625

 

 

 

158,810

 

Total liabilities

 

 

1,226,964

 

 

 

1,091,642

 

Commitments and contingencies(4)

 

 

 

 

 

 

 

 

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- 27,560,539

   shares at September 30, 2019 and 27,385,600 shares at December 31, 2018 issued)

 

 

276

 

 

 

274

 

Additional paid in capital

 

 

275,143

 

 

 

274,292

 

Treasury stock (2,951,243 shares at September 30, 2019 and December 31, 2018)

 

 

(24,919

)

 

 

(24,919

)

Accumulated other comprehensive income (loss)

 

 

1,240

 

 

 

(82

)

Retained earnings

 

 

11,746

 

 

 

13,043

 

Total stockholders’ equity

 

 

263,486

 

 

 

262,608

 

Non-controlling interest in consolidated subsidiaries

 

 

29,304

 

 

 

27,596

 

Total equity

 

 

292,790

 

 

 

290,204

 

Total liabilities and equity

 

$

1,519,754

 

 

$

1,381,846

 

Number of shares outstanding

 

 

24,609,296

 

 

 

24,434,357

 

Book value per share

 

$

10.71

 

 

$

10.75

 

 

(1)

Includes restricted cash of $2,970 as of September 30, 2019.

(2)

Includes financed sales of this collateral to third parties that are reported separately from the loan portfolio, and that are conducted by the Bank of $6,091 as of September 30, 2019 and $3,134 as of December 31, 2018.

(3)

Includes the short-term portion of lease liabilities of $1,820 as of September 30, 2019. Refer to Note 8 for more details.

(4)

Refer to Note 14 for details.

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

 

Page 4 of 77


 

MEDALLION FINANCIAL CORP.

CONSOLIDATED STATEMENTS OF OPERATIONS

(UNAUDITED)

 

 

 

Bank Holding

Company Accounting

 

 

Bank Holding

Company

Accounting

 

 

Combined(1)

 

(Dollars in thousands, except share and per share data)

 

For the Three Months Ended September 30, 2019

 

 

For the Nine Months Ended September 30, 2019

 

 

For the Three Months Ended September 30, 2018

 

 

For the Nine Months Ended September 30, 2018

 

Interest and fees on loans

 

$

34,081

 

 

$

94,833

 

 

$

32,692

 

 

$

64,718

 

Interest and dividends on investment securities

 

 

521

 

 

 

1,756

 

 

 

430

 

 

 

1,032

 

Medallion lease income

 

 

38

 

 

 

109

 

 

 

30

 

 

 

100

 

Interest income on investments

 

 

 

 

 

 

 

 

 

 

 

3,287

 

Dividend income from controlled subsidiaries

 

 

 

 

 

 

 

 

 

 

 

28

 

Interest income from affiliated investments

 

 

 

 

 

 

 

 

 

 

 

654

 

Interest income from controlled subsidiaries

 

 

 

 

 

 

 

 

 

 

 

10

 

Total interest income(2)/total investment income(2)

 

 

34,640

 

 

 

96,698

 

 

 

33,152

 

 

 

69,829

 

Interest on deposits

 

 

6,003

 

 

 

16,409

 

 

 

5,064

 

 

 

9,264

 

Interest on short-term borrowings

 

 

730

 

 

 

2,616

 

 

 

1,698

 

 

 

3,557

 

Interest on long-term debt

 

 

2,492

 

 

 

6,743

 

 

 

2,125

 

 

 

3,991

 

Interest expense

 

 

 

 

 

 

 

 

 

 

 

3,551

 

Total interest expense(3)

 

 

9,225

 

 

 

25,768

 

 

 

8,887

 

 

 

20,363

 

Net interest income/net investment income

 

 

25,415

 

 

 

70,930

 

 

 

24,265

 

 

 

49,466

 

Provision for loan losses

 

 

8,337

 

 

 

36,851

 

 

 

18,205

 

 

 

48,781

 

Net interest income after provision for loan losses

 

 

17,078

 

 

 

34,079

 

 

 

6,060

 

 

 

685

 

Other income (loss)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Sponsorship and race winnings

 

 

7,940

 

 

 

16,008

 

 

 

5,371

 

 

 

10,599

 

Change in collateral value on in process of foreclosure

 

 

(113

)

 

 

(4,204

)

 

 

(1,265

)

 

 

(1,361

)

Gain on the extinguishment of debt

 

 

 

 

 

4,145

 

 

 

 

 

 

 

Gain on sale of loans

 

 

 

 

 

 

 

 

5,488

 

 

 

5,488

 

Impairment of equity investments

 

 

 

 

 

 

 

 

(388

)

 

 

(862

)

Other income

 

 

1,047

 

 

 

1,471

 

 

 

235

 

 

 

515

 

Total other income, net

 

 

8,874

 

 

 

17,420

 

 

 

9,441

 

 

 

14,379

 

Other expenses

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Salaries and employee benefits

 

 

6,795

 

 

 

18,457

 

 

 

5,999

 

 

 

13,987

 

Race team related expenses

 

 

2,663

 

 

 

7,211

 

 

 

2,876

 

 

 

5,416

 

Professional fees

 

 

2,277

 

 

 

5,961

 

 

 

3,951

 

 

 

6,920

 

Collection costs

 

 

1,698

 

 

 

4,589

 

 

 

1,381

 

 

 

2,218

 

Loan servicing fees

 

 

1,364

 

 

 

3,851

 

 

 

1,185

 

 

 

2,313

 

Rent expense

 

 

592

 

 

 

1,769

 

 

 

615

 

 

 

1,449

 

Regulatory fees

 

 

252

 

 

 

1,147

 

 

 

563

 

 

 

1,145

 

Amortization of intangible assets

 

 

361

 

 

 

1,084

 

 

 

361

 

 

 

722

 

Travel, meals, and entertainment

 

 

300

 

 

 

770

 

 

 

313

 

 

 

1,122

 

Other expenses(4)

 

 

2,050

 

 

 

6,399

 

 

 

2,220

 

 

 

5,206

 

Total other expenses

 

 

18,352

 

 

 

51,238

 

 

 

19,464

 

 

 

40,498

 

Income (loss) before income taxes/net investment loss before taxes(5)

 

 

7,600

 

 

 

261

 

 

 

(3,963

)

 

 

(25,434

)

Income tax (provision) benefit

 

 

(165

)

 

 

1,926

 

 

 

117

 

 

 

4,474

 

Net income (loss) after taxes/net investment loss after taxes

 

 

7,435

 

 

 

2,187

 

 

 

(3,846

)

 

 

(20,960

)

Net realized losses on investments(6)

 

 

 

 

 

 

 

 

 

 

 

(34,745

)

Income tax benefit

 

 

 

 

 

 

 

 

 

 

 

8,426

 

Total net realized losses on investments

 

 

 

 

 

 

 

 

 

 

 

(26,319

)

Net change in unrealized appreciation on Medallion Bank and other

   controlled subsidiaries

 

 

 

 

 

 

 

 

 

 

 

29,115

 

Net change in unrealized depreciation on investments other than securities

 

 

 

 

 

 

 

 

 

 

 

(1,915

)

Net change in unrealized depreciation on investments

 

 

 

 

 

 

 

 

 

 

 

(4,403

)

Income tax provision

 

 

 

 

 

 

 

 

 

 

 

(8,122

)

Net unrealized appreciation on investments

 

 

 

 

 

 

 

 

 

 

 

14,675

 

Net realized/unrealized losses on investments

 

 

 

 

 

 

 

 

 

 

 

(11,644

)

Net income (loss) after taxes/net decrease on net assets resulting from operations

 

 

7,435

 

 

 

2,187

 

 

 

(3,846

)

 

 

(32,604

)

Less: income attributable to the noncontrolling interest

 

 

2,460

 

 

 

3,484

 

 

 

851

 

 

 

1,614

 

Total net income (loss) attributable to Medallion Financial

   Corp./net decrease on net assets resulting from operations

 

$

4,975

 

 

$

(1,297

)

 

$

(4,697

)

 

$

(34,218

)

Basic net income (loss) per share

 

$

0.20

 

 

$

(0.05

)

 

$

(0.19

)

 

$

(1.41

)

Diluted net income (loss) per share

 

$

0.20

 

 

$

(0.05

)

 

$

(0.19

)

 

$

(1.41

)

Distributions declared per share

 

$

 

 

$

 

 

$

 

 

$

 

Weighted average common shares outstanding

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

 

24,361,680

 

 

 

24,336,677

 

 

 

24,235,242

 

 

 

24,207,273

 

Diluted

 

 

24,607,167

 

 

 

24,336,677

 

 

 

24,235,242

 

 

 

24,207,273

 

 

(1)

Results include the six months ended September 30, 2018 under Bank Holding Company Accounting and the three months ended March 31, 2018 under Investment Company Accounting.

Page 5 of 77


 

(2)

Included in interest and investment income is $212 and $637 of paid in kind interest for the three and nine months ended September 30, 2019 and $450 and $1,428 for the comparable 2018 periods.

(3)

Average borrowings outstanding were $1,169,182 and $1,121,693, and the related average borrowing costs were 3.13% and 3.07% for the three and nine months ended September 30, 2019, and were $1,255,945 and $1,226,896, and 2.81% and 2.22% for the comparable 2018 periods.

(4)

See Note 12 for the components of other operating expenses as of March 31, 2018.

(5)

Includes $256 of net revenues received from Medallion Bank for the three months ended March 31, 2018, primarily for expense reimbursements. See Notes 6 and 15 for additional information.

(6)

There were no net losses on investment securities of affiliated issuers for the three months ended March 31, 2018.

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

 

Page 6 of 77


 

MEDALLION FINANCIAL CORP.

CONSOLIDATED STATEMENTS OF OTHER COMPREHENSIVE INCOME/(LOSS)

(UNAUDITED)

 

 

 

Bank Holding

Company

Accounting

 

 

Bank Holding

Company

Accounting

 

 

Combined(1)

 

(Dollars in thousands)

 

For the Three Months Ended September 30, 2019

 

 

For the Nine Months Ended September 30, 2019

 

 

For the Three Months Ended September 30, 2018

 

 

For the Nine Months Ended September 30, 2018

 

Net income (loss) after taxes/net decrease on net assets resulting

   from operations

 

$

7,435

 

 

$

2,187

 

 

$

(3,846

)

 

$

(32,604

)

Other comprehensive income (loss), net of tax

 

 

95

 

 

 

1,322

 

 

 

(214

)

 

 

(469

)

Total comprehensive income (loss)

 

 

7,530

 

 

 

3,509

 

 

 

(4,060

)

 

 

(33,073

)

Less comprehensive income attributable to the noncontrolling

   interest

 

 

2,460

 

 

 

3,484

 

 

 

851

 

 

 

1,614

 

Total comprehensive income (loss) attributable to Medallion

   Financial Corp.

 

$

5,070

 

 

$

25

 

 

$

(4,911

)

 

$

(34,687

)

 

(1)

Results include the six months ended September 30, 2018 under Bank Holding Company Accounting and the three months ended March 31, 2018 under Investment Company Accounting.

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

 

Page 7 of 77


 

 

MEDALLION FINANCIAL CORP.

CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY AND CHANGES IN NET ASSETS

(UNAUDITED)

 

 

 

Bank Holding Company Accounting

 

(Dollars in thousands)

 

Common

Stock

Shares

 

 

Common

Stock

 

 

Preferred

Stock

 

 

Capital in

Excess of

Par

 

 

Treasury

Stock

Shares

 

 

Treasury

Stock

 

 

Retained

Earnings

 

 

Accumulated

Other

Comprehensive

Income

 

 

Total

Stockholders’

Equity

 

 

Non-

controlling

Interest

 

 

Total

Equity

 

Balance at December 31, 2018

 

 

27,385,600

 

 

$

274

 

 

 

 

 

$

274,292

 

 

 

(2,951,243

)

 

$

(24,919

)

 

$

13,043

 

 

$

(82

)

 

$

262,608

 

 

$

27,596

 

 

$

290,204

 

Net income

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

1,228

 

 

 

 

 

 

1,228

 

 

 

167

 

 

 

1,395

 

Distributions to non-

   controlling interest

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(592

)

 

 

(592

)

Stock-based compensation

 

 

 

 

 

1

 

 

 

 

 

 

164

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

165

 

 

 

 

 

 

165

 

Issuance of restricted stock, net

 

 

163,098

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Forfeiture of restricted stock, net

 

 

(1,699

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net change in unrealized gains

   on investments, net of tax

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

669

 

 

 

669

 

 

 

 

 

 

669

 

Balance at March 31, 2019

 

 

27,546,999

 

 

 

275

 

 

 

 

 

 

274,456

 

 

 

(2,951,243

)

 

 

(24,919

)

 

 

14,271

 

 

 

587

 

 

 

264,670

 

 

 

27,171

 

 

 

291,841

 

Net (loss)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(7,500

)

 

 

 

 

 

(7,500

)

 

 

857

 

 

 

(6,643

)

Distributions to non-controlling

   interest

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(592

)

 

 

(592

)

Stock-based compensation

 

 

 

 

 

 

 

 

 

 

 

340

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

340

 

 

 

 

 

 

340

 

Issuance of restricted stock, net

 

 

4,751

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Forfeiture of restricted stock, net

 

 

(949

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net change in unrealized gains

   on investments, net of tax

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

558

 

 

 

558

 

 

 

 

 

 

558

 

Balance at June 30, 2019

 

 

27,550,801

 

 

 

275

 

 

 

 

 

 

274,796

 

 

 

(2,951,243

)

 

 

(24,919

)

 

 

6,771

 

 

 

1,145

 

 

 

258,068

 

 

 

27,436

 

 

 

285,504

 

Net income

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

4,975

 

 

 

 

 

 

4,975

 

 

 

2,460

 

 

 

7,435

 

Distributions to non-controlling

   interest

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(592

)

 

 

(592

)

Stock-based compensation

 

 

 

 

 

1

 

 

 

 

 

 

347

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

348

 

 

 

 

 

 

348

 

Issuance of restricted stock, net

 

 

10,417

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Forfeiture of restricted stock, net

 

 

(679

)