MEDALLION FINANCIAL CORP, 10-K filed on 14 Mar 22
v3.22.0.1
Document and Entity Information - USD ($)
$ in Thousands
12 Months Ended
Dec. 31, 2021
Mar. 11, 2022
Document and Entity Information [Line Items]    
Document Type 10-K  
Amendment Flag false  
Document Annual Report true  
Document Transition Report false  
Document Period End Date Dec. 31, 2021  
Document Fiscal Year Focus 2021  
Document Fiscal Period Focus FY  
Entity Registrant Name MEDALLION FINANCIAL CORP  
Entity Central Index Key 0001000209  
Current Fiscal Year End Date --12-31  
Entity Well-known Seasoned Issuer No  
Entity Current Reporting Status Yes  
Entity Voluntary Filers No  
Entity Interactive Data Current Yes  
Entity Filer Category Accelerated Filer  
Entity Common Stock, Shares Outstanding   25,543,325
Entity Public Float $ 182,908,826  
Entity Emerging Growth Company false  
Entity Small Business true  
Entity Shell Company false  
ICFR Auditor Attestation Flag true  
Entity Incorporation, State or Country Code DE  
Entity File Number 001-37747  
Entity Tax Identification Number 04-3291176  
Entity Address, Address Line One 437 MADISON AVENUE, 38th Floor  
Entity Address, City or Town New York  
Entity Address, State or Province NY  
Entity Address, Postal Zip Code 10022  
City Area Code 212  
Local Phone Number 328-2100  
Title of 12(b) Security Common Stock, par value $0.01 per share  
Trading Symbol MFIN  
Security Exchange Name NASDAQ  
Documents Incorporated by Reference

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the registrant’s Definitive Proxy Statement for its 2022 Annual Meeting of Shareholders, for which a Definitive Proxy Statement will be filed with the Securities and Exchange Commission not later than 120 days after the registrant’s fiscal year-end of December 31, 2021, are incorporated by reference into Part III of this Form 10-K.

 
Auditor Firm ID 339  
Auditor Name Mazars USA LLP  
Auditor Location New York, New York  
v3.22.0.1
Consolidated Balance Sheets - USD ($)
$ in Thousands
Dec. 31, 2021
Dec. 31, 2020
Assets    
Cash and cash equivalents [1] $ 64,482 $ 54,743
Federal funds sold 60,002 57,297
Investment securities 44,772 46,792
Equity investments 9,726 9,746
Loans 1,488,924 1,229,838
Allowance for loan losses [2] (50,166) (57,548)
Net loans receivable 1,438,758 1,172,290
Goodwill 150,803 150,803
Loan collateral in process of foreclosure [3] 37,430 54,560
Intangible assets, net 23,480 51,090
Property, equipment, and right-of-use lease asset, net 11,762 12,404
Accrued interest receivable 10,621 10,338
Income tax receivable 833 1,757
Other assets 20,388 20,591
Total assets 1,873,057 1,642,411
Liabilities    
Deposits [4] 1,250,880 1,065,398
Long-term Debt [5] 219,973 153,718
Deferred tax liabilities, net 18,210 807
Operating lease liabilities 9,053 11,018
Accrued interest payable 3,395 4,673
Short-term borrowings 0 87,334
Accounts payable and accrued expenses [6] 15,718 14,902
Total liabilities 1,517,229 1,337,850
Commitments and contingencies
Stockholders’ equity    
Preferred stock (1,000,000 shares of $0.01 par value stock authorized-none outstanding) 0 0
Common stock (50,000,000 shares of $0.01 par value stock authorized- XX shares at December 31, 2021 and 27,828,871 shares at December 31, 2020 issued) 281 278
Additional paid in capital 280,038 277,539
Treasury stock (2,951,243 shares at December 31, 2021 and December 31, 2020) (24,919) (24,919)
Accumulated other comprehensive income (loss) 1,034 2,012
Retained earnings (accumulated deficit) 30,606 (23,502)
Total stockholders’ equity 287,040 231,408
Non-controlling interest in consolidated subsidiaries 68,788 73,153
Total equity 355,828 304,561
Total liabilities and equity $ 1,873,057 $ 1,642,411
Number of shares outstanding 25,173,386 24,877,628
Book value per share $ 11.40 $ 9.30
[1] Includes restricted cash of $3.0 million as of December 31, 2021 and 2020.
[2] As of December 31, 2021 and 2020, there was no allowance for loan losses and net charge-offs related to the strategic partnership loans.
[3] 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 $7.4 million and $3.5 million as of December 31, 2021 and 2020.
[4] Includes $3.2 million and $2.7 million of deferred financing costs as of December 31, 2021 and 2020. Refer to Note 5 for more details.
[5] Includes $4.0 million and $3.1 million of deferred financing costs as of December 31, 2021 and 2020. Refer to Note 5 for more details.
[6] Includes the short-term portion of lease liabilities of $2.2 million and $2.0 million as of December 31, 2021 and 2020. Refer to Note 6 for more details.
v3.22.0.1
Consolidated Balance Sheets (Parenthetical) - USD ($)
$ in Millions
Dec. 31, 2021
Dec. 31, 2020
Preferred stock, shares authorized 1,000,000 1,000,000
Preferred stock, par value $ 0.01 $ 0.01
Preferred stock, shares outstanding 0 0
Common stock, shares authorized 50,000,000 50,000,000
Common stock, par value $ 0.01 $ 0.01
Common stock, shares issued 28,124,629 27,828,871
Treasury stock,shares 2,951,243 2,951,243
Restricted cash $ 3.0 $ 3.0
Loan collateral in process of foreclosure, financed sales collateral to third parties 7.4 3.5
Short term lease liabilities 2.2 2.0
Deposits [Member]    
Deferred financing costs 3.2 2.7
Long-Term Debt [Member]    
Deferred financing costs $ 4.0 $ 3.1
v3.22.0.1
Consolidated Statements of Operations - USD ($)
$ in Thousands
12 Months Ended
Dec. 31, 2021
Dec. 31, 2020
Dec. 31, 2019
Interest and fees on loans $ 157,990 $ 143,701 $ 130,167
Interest and dividends on investment securities 976 1,208 2,225
Medallion lease income 0 53 170
Total interest income /total investment income [1] 158,966 144,962 132,562
Interest on deposits 17,543 22,330 22,521
Interest on short-term borrowings 690 2,006 3,242
Interest on long-term debt 12,907 9,815 9,282
Total interest expense [2] 31,140 34,151 35,045
Net interest income (loss) 127,826 110,811 97,517
Provision for loan losses 4,622 69,817 47,386
Net interest income (loss) after provision (benefit) for loan losses 123,204 40,994 50,131
Other income (loss)      
Sponsorship and race winnings, net 12,567 20,042 18,742
Gain (loss) on equity investments 17,379 (2,985) 0
Writedown of loan collateral in process of foreclosure (5,592) (24,523) 4,381
Gain on extinguishment of debt 4,626 4,145
Other income 2,586 1,530 1,881
Total other income (loss), net 31,566 (5,936) 20,387
Other expenses      
Salaries and employee benefits 31,591 28,172 24,971
Race team related expenses 9,559 8,366 8,996
Loan servicing fees 7,013 6,737 5,253
Professional fees 5,311 8,047 7,402
Collection costs 5,279 5,454 6,638
Rent expense 2,454 2,833 2,419
Regulatory fees 1,872 1,822 1,722
Amortization of intangible assets 1,445 1,445 1,446
Travel, meals, and entertainment 634 375 1,138
Other expenses 7,741 8,788 8,196
Total other expenses 72,899 72,039 68,181
Income (loss) before income taxes 81,871 (36,981) 2,337
Income tax (provision) benefit (24,217) 10,074 (341)
Net income (loss) after taxes 57,654 (26,907) 1,996
Net income (loss) after taxes/net increase (decrease) on net assets resulting from operations 57,654 (26,907) 1,996
Less: income attributable to the non-controlling interest 3,546 7,876 3,758
Total net income (loss) attributable to Medallion Financial Corp. $ 54,108 $ (34,783) $ (1,762)
Basic net income (loss) per share $ 2.20 $ (1.42) $ (0.07)
Diluted net income loss per share 2.17 (1.42) (0.07)
Distributions declared per share $ 0 $ 0 $ 0
Weighted average common shares outstanding      
Basic 24,599,804 24,445,452 24,342,979
Diluted 24,943,169 24,445,452 24,342,979
[1] Included in interest and investment income is $0.8 million, $1.2 million, and $0.8 million of paid-in-kind interest for the years ended December 31, 2021, 2020, and 2019.
[2] Average borrowings outstanding were $1,370.7 million, $1,258.5 million and $1,138.7 million as of December 31, 2021, 2020, and 2019 and the related average borrowing costs were 2.28%, 2.71%, and 3.08% for the years ended December 31, 2021, 2020, and 2019.
v3.22.0.1
Consolidated Statements of Operations (Parenthetical) - USD ($)
12 Months Ended
Dec. 31, 2021
Dec. 31, 2020
Dec. 31, 2019
Interest paid in kind $ 800,000 $ 1,200,000 $ 800,000
Average borrowings outstanding $ 1,370,700 $ 1,258,500,000 $ 1,138,700,000
Average borrowing costs rate 2.28% 2.71% 3.08%
v3.22.0.1
Consolidated Statements of Other Comprehensive Income (Loss) - USD ($)
$ in Thousands
12 Months Ended
Dec. 31, 2021
Dec. 31, 2020
Dec. 31, 2019
Statement of Comprehensive Income [Abstract]      
Net income (loss) after taxes $ 57,654 $ (26,907) $ 1,996
Other comprehensive income (loss), net of tax (978) 1,013 1,081
Total comprehensive income (loss) 56,676 (25,894) 3,077
Less: comprehensive income attributable to the non-controlling interest 3,546 7,876 3,758
Total comprehensive income (loss) attributable to Medallion Financial Corp. $ 53,130 $ (33,770) $ (681)
v3.22.0.1
Consolidated Statement of Changes in Stockholders' Equity and Changes in Net Assets - USD ($)
$ in Thousands
Total
Common Stock [Member]
Capital in Excess of Par [Member]
Treasury Stock [Member]
Retained Earnings (Accumulated Deficit) [Member]
Accumulated Other Comprehensive Income (Loss) [Member]
Parent [Member]
Noncontrolling Interest [Member]
Balance at Dec. 31, 2018 $ 290,204 $ 274 $ 274,292 $ (24,919) $ 13,043 $ (82) $ 262,608 $ 27,596
Balance, shares at Dec. 31, 2018   27,385,600   (2,951,243)        
Net income (loss) 1,996       (1,762)   (1,762) 3,758
Non-controlling interest equity raised by Medallion Bank 42,485             42,485
Distributions to non-controlling interest (2,519)             (2,519)
Stock-based compensation $ 1,221 $ 2 1,219       1,221  
Issuance of restricted stock, net, shares   216,148            
Forfeiture of restricted stock, net, shares   (3,946)            
Exercise of stock options,shares [1] 0              
Net change in unrealized gains (losses) on investments, net of tax $ 1,081         1,081 1,081  
Ending balance at Dec. 31, 2019 334,468 $ 276 275,511 $ (24,919) 11,281 999 263,148 71,320
Ending balance, shares at Dec. 31, 2019   27,597,802   (2,951,243)        
Net income (loss) (26,907)       (34,783) 0 (34,783) 7,876
Distributions to non-controlling interest (6,043)             (6,043)
Stock-based compensation $ 2,030 $ 2 2,028       2,030  
Issuance of restricted stock, net, shares   229,408            
Forfeiture of restricted stock, net, shares   (8,755)            
Issuance of restricted stock units, net, shares   10,416            
Exercise of stock options,shares [1] 0              
Net change in unrealized gains (losses) on investments, net of tax $ 1,013         1,013 1,013  
Ending balance at Dec. 31, 2020 $ 304,561 $ 278 277,539 $ (24,919) (23,502) 2,012 231,408 73,153
Ending balance, shares at Dec. 31, 2020 24,877,628 27,828,871   (2,951,243)        
Net income (loss) $ 57,654       54,108 0 54,108 3,546
Distributions to non-controlling interest (6,516)             (6,516)
Disposition of RPAC (1,395)             (1,395)
Stock-based compensation 2,261 $ 3 2,258 2,261
Stock-based compensation,shares   0            
Issuance of restricted stock, net 0 $ 0 0 0 0 0 0 0
Issuance of restricted stock, net, shares   258,120            
Forfeiture of restricted stock, net 0 $ 0 0 0 0 0 0 0
Forfeiture of restricted stock, net, shares   (21,940)            
Issuance of restricted stock units, net, shares   15,508            
Exercise of stock options,value $ 241 241 241
Exercise of stock options,shares 44,070 [1] 44,070            
Net change in unrealized gains (losses) on investments, net of tax $ (978) (978) (978)
Ending balance at Dec. 31, 2021 $ 355,828 $ 281 $ 280,038 $ (24,919) $ 30,606 $ 1,034 $ 287,040 $ 68,788
Ending balance, shares at Dec. 31, 2021 25,173,386 28,124,629   (2,951,243)        
[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 $0.2 million for the year ended December 31, 2021 and $0 for the years ended December 31, 2020, and 2019.
v3.22.0.1
Consolidated Statements of Cash Flows - USD ($)
$ in Thousands
12 Months Ended
Dec. 31, 2021
Dec. 31, 2020
Dec. 31, 2019
CASH FLOWS FROM OPERATING ACTIVITIES      
Net income (loss) after taxes $ 57,654 $ (26,907) $ 1,996
Adjustments to reconcile net income (loss)/net decrease in net assets resulting from operations to net cash provided by operating activities:      
Provision for loan losses 4,622 69,817 47,386
Paid-in-kind interest income (814) (1,188) (834)
Depreciation and amortization 6,519 7,714 7,499
Amortization of origination fees, net 7,996 6,022 4,952
(Decrease) increase in deferred and other tax liabilities, net 18,327 (8,776) 853
Net change in value of loan collateral in process of foreclosure 8,966 31,926 11,838
Net realized (gains) losses on sale of investments (17,380) 4,305 (1,820)
Net change in unrealized (appreciation) depreciation on investments 0   1,734
Stock-based compensation expense 2,261 2,030 1,221
Gain on extinguishment of debt (4,626) (4,145)
Increase in accrued interest receivable (283) (1,676) (1,249)
Gain on disposition of RPAC (715)    
Decrease (increase) in other assets (5,354) 2,223 2,838
Decrease (increase) in accounts payable and accrued expenses 2,694 (7,206) (8,024)
(Decrease) Increase in accrued interest payable (1,141) 422 690
Net cash provided by operating activities 78,726 78,706 64,935
CASH FLOWS FROM INVESTING ACTIVITIES      
Loans originated (760,790) (506,106) (471,069)
Proceeds from principal receipts, sales, and maturities of loans 464,448 321,831 251,653
Purchases of investments (19,354) (15,580) (10,507)
Proceeds from disposition of RPAC, net 17,676    
Proceeds from principal receipts, sales, and maturities of investments 35,647 15,399 7,119
Proceeds from the sale and principal payments on loan collateral in process of foreclosure 24,052 13,499 16,294
Net cash used for investing activities (238,321) (170,957) (206,510)
CASH FLOWS FROM FINANCING ACTIVITIES      
Proceeds from time deposits and funds borrowed 805,577 668,577 525,842
Repayments of time deposits and funds borrowed (627,263) (526,064) (414,277)
Purchase of federal funds 0   4,000
Repayments of federal funds 0   (4,000)
Non-controlling interest equity raised by Medallion Bank 0   42,485
Distributions to non-controlling interests (6,516) (6,043) (2,367)
Proceeds from the exercise of stock options 241    
Net cash provided by financing activities 172,039 136,470 151,683
NET INCREASE IN CASH AND CASH EQUIVALENTS 12,444 44,219 10,108
Cash and cash equivalents, beginning of period 112,040 [1] 67,821 [1] 57,713
Cash and cash equivalents, end of period [1] 124,484 112,040 67,821
SUPPLEMENTAL INFORMATION      
Cash paid during the period for interest 29,867 31,204 32,008
Cash paid during the period for income taxes 5,479 104 310
NON-CASH INVESTING      
Loans transferred to loan collateral in process of foreclosure, net 15,888 47,254 $ 31,348
Loans transferred to other foreclosed property $ 0 $ 1,800  
[1] Includes federal funds sold.
v3.22.0.1
Organization of Medallion Financial Corp. and its Subsidiaries
12 Months Ended
Dec. 31, 2021
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
Organization of Medallion Financial Corp. and its Subsidiaries

(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 and a second partnership in 2021, and 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 December 31, 2021, 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. The 159 taxi medallions are carried at a net realizable value of $1.0 million in other assets on the Company’s consolidated balance sheets at December 31, 2021, compared to a net realizable value of $2.9 million at December 31, 2020.

The Company had a controlling ownership stake in Medallion Motorsports, LLC, the primary owner of RPAC Racing, LLC, or RPAC, a professional car racing team that competes in the NASCAR Cup Series, both of which were consolidated with the Company's financial results. On December 1, 2021, the Company completed a full divestiture of its investment in RPAC and all debt and equity securities were settled in full.

Taxi Medallion Loan Trust III, or Trust III, was established for the purpose of owning medallion loans originated by MFC or others. Trust III was a variable interest entity, or VIE, and MFC was the primary beneficiary until the 2018 fourth quarter. As a result, the Company consolidated Trust III in its financial results until consummation of a restructuring in the 2018 fourth quarter. During the 2021 third quarter, the Company entered into an agreement with the lender to Trust III, whereby, ownership of Trust III was transferred to a third party. For a discussion of the restructuring and disposition, see Note 15. The assets of Trust III were not available to pay obligations of its affiliates or any other party, and the assets of affiliates or any other party were not available to pay obligations of Trust III. Trust III’s loans were serviced by MFC, until September 30, 2021.

v3.22.0.1
Summary of Significant Accounting Policies
12 Months Ended
Dec. 31, 2021
Accounting Policies [Abstract]  
Summary of Significant Accounting Policies

(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.

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. Cash includes $3.0 million of an interest reserve associated with the private placements of debt in March and August 2019, which cannot be used for any other purpose until March 2022. As of December 31, 2021, cash also 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 14 and 15 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 $9.7 million as of both December 31, 2021 and 2020, comprised mainly of nonmarketable stock and stock warrants, are recorded at cost less any impairment plus or minus observable price changes. For the year ended December 31, 2021, the Company determined that there was impairment of $0.8 million with respect to its equity investments and no impairment or observable price changes for the year ended December 31, 2020.

The Company sold approximately 80% of its investment in Upgrade, Inc. during 2021 for proceeds of $12.5 million and recognized a gain of $11.3 million on the sales during the year. As of December 31, 2021 the Company's remaining investment in Upgrade, Inc. had a cost of $0.3 million as of December 31, 2021.

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 earnings, and the fair value of these securities of $2.0 million as of December 31, 2021 are included in other assets on the consolidated balance sheet.

The following table presents the unrealized portion related to the equity securities held as of December 31, 2021.

 

 

Year Ended December 31,

 

(Dollars in thousands)

 

2021

 

Net losses recognized during the period on equity securities

 

$

(50

)

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

 

$

(50

)

 

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 $0.3 million as of both December 31, 2021 and 2020, and $0.1 million, $0.3 million, and $0.1 million was amortized to interest income for the years ended December 31, 2021, 2020, and 2019. 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.

Loan origination fees and certain direct origination costs are deferred and recognized as an adjustment to the yield of the related loans. As of December 31, 2021 and 2020, net loan origination costs were $26.1 million and $20.7 million. Net amortization to income for the years ended December 31, 2021, 2020, and 2019 were $7.7 million, $6.0 million, and $5.0 million.

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 $4.0 million or 0.28% of the total loan portfolio as of December 31, 2021, as compared to $6.9 million, or 0.57% as of December 31, 2020.

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. Beginning in the third quarter 2019, 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. As a result of the Consolidated Appropriations Act and the Coronavirus Aid, Relief, and Economic Security Act (CARES Act), the relief period was extended to January 1, 2022, at which date relief was terminated. During the relief period, companies may elect to (a) suspend the requirements of GAAP for loan modifications related to COVID-19 that would otherwise be categorized as TDRs and (b) suspend any determination of a loan modified as a result of the effects of COVID-19 as a TDR, including impairment for accounting purposes. Any such suspension is applicable for the term of the loan modification, but solely with respect to any modification that occurs during the applicable period for a loan that was not more than 30 days past due as of December 31, 2019, and shall not apply to any adverse impact on the credit of a borrower that is not related to COVID-19. As of December 31, 2021, there were no consumer or medallion loan modifications related to COVID-19 that would have otherwise been classified as TDRs, and therefore there was no

need for the Company to elect this relief under the CARES Act during 2020 and 2021. However, the Company may have loan modifications related to COVID-19 that would apply under this provision of the CARES Act in the future.

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. 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 had no loans pledged under borrowing arrangements as of December 31, 2021 and had $15.4 million of net loans pledged as collateral under borrowing arrangements as of December 31, 2020.

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 and $107.1 million as of December 31, 2021 and 2020. 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 December 31, 2021 and 2020.

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, there was an increase in the reserve percentages of 50 basis points on the recreation subprime loan sub-portfolios during 2020. In addition, 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 continues to monitor the impact of COVID-19 on the consumer, commercial, and medallion loans. Had there been no payment deferrals offered to borrowers under the CARES Act, potential loans 90 days or more past due would have resulted in increased reserves and/or charge-offs. 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 December 31, 2021 and 2020, the Company had goodwill of $150.8 million, all of which related to the Bank. As of December 31, 2021 and 2020, the Company had intangible assets of $23.5 million and $51.1 million. During 2021, the Company disposed of its investment in RPAC, resulting in the removal of $26.2 million of intangible assets. The Company recognized $1.4 million of amortization expense on the intangible assets for each of the years ended December 31, 2021, 2020, and 2019. Additionally, loan portfolio premiums of $12.4 million were determined as of April 2, 2018, of which $0.5 million and $2.7 million were outstanding as of December 31, 2021 and 2020, and of which $2.2 million, $3.0 million, and $3.3 million was amortized to interest income for the years ended December 31, 2021, 2020, and 2019. Management

performed a step 0 analysis in assessing the goodwill and intangibles for impairment at December 31, 2021 and 2020, concluding that there was no impairment of these assets.

The following table details of the intangible assets as of December 31, 2021 and 2020:

 

 

December 31,

 

(Dollars in thousands)

 

2021

 

 

2020

 

Brand-related intellectual property

 

$

17,874

 

 

$

18,974

 

Home improvement contractor relationships

 

 

5,606

 

 

 

5,951

 

Race organization

 

 

 

 

 

26,165

 

Total intangible assets

 

$

23,480

 

 

$

51,090

 

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 $0.3 million, $0.4 million, and $0.4 million for the years ended December 31, 2021, 2020, and 2019.

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 $2.4 million, $2.6 million, and $2.3 million for the years ended December 31, 2021, 2020, and 2019. 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 $7.1 million and $5.8 million as of December 31, 2021 and 2020.

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.

Sponsorship and Race Winnings

The Company accounts for sponsorship and race winnings revenue under FASB ASC Topic 606, Revenue from Contracts with Customers. Sponsorship revenue is recognized when the Company’s performance obligations are completed in accordance with the contract terms of the sponsorship contract. Race winnings revenue is recognized after each race during the season based upon terms provided by NASCAR and the placement of the driver.

Earnings (Loss) Per Share (EPS)

Basic earnings (loss) 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 giving consideration 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.

 

 

Year Ended December 31,

 

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

 

2021

 

 

2020

 

 

2019

 

Net income (loss) available to common stockholders

 

$

54,108

 

 

$

(34,783

)

 

$

(1,762

)

Weighted average common shares outstanding applicable
   to basic EPS

 

 

24,599,804

 

 

 

24,445,452

 

 

 

24,342,979

 

Effect of dilutive stock options

 

 

92,602

 

 

 

 

 

 

 

Effect of restricted stock grants

 

 

250,763

 

 

 

 

 

 

 

Adjusted weighted average common shares outstanding
   applicable to diluted EPS

 

 

24,943,169

 

 

 

24,445,452

 

 

 

24,342,979

 

Basic income (loss) per share

 

$

2.20

 

 

$

(1.42

)

 

$

(0.07

)

Diluted income (loss) per share

 

 

2.17

 

 

 

(1.42

)

 

 

(0.07

)

Potentially dilutive common shares excluded from the above calculations aggregated 421,190 shares, 934,003 shares, and 462,180 shares as of December 31, 2021, 2020, and 2019.

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 years ended December 31, 2021, 2020, and 2019, the Company issued 258,120, 229,408, and 216,148 restricted shares of stock-based compensation awards, issued 317,398, 444,557, and 449,450 shares of other stock-based compensation awards, and issued 16,803, 47,156, and 26,040 restricted stock units; and recognized $2.3 million, $2.0 million, and $1.2 million, or $0.09, $0.08, and $0.05 per diluted common share for each respective year, of non-cash stock-based compensation expense related to the grants. As of December 31, 2021, the total remaining unrecognized compensation cost related to unvested stock options and restricted stock was $3.0 million, which is expected to be recognized over the next 13 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.

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 December 31, 2021, the Bank’s Tier 1 leverage ratio was 17.53%. The Bank’s actual capital amounts and ratios, and the regulatory minimum ratios are presented in the following table.

 

 

Regulatory

 

 

December 31,

 

(Dollars in thousands)

 

Minimum

 

 

Well-Capitalized

 

 

2021

 

 

2020

 

Common equity tier 1 capital

 

 

 

 

 

 

 

$

193,459

 

 

$

148,507

 

Tier 1 capital

 

 

 

 

 

 

 

 

262,247

 

 

 

217,295

 

Total capital

 

 

 

 

 

 

 

 

281,211

 

 

 

233,460

 

Average assets

 

 

 

 

 

 

 

 

1,495,726

 

 

 

1,283,664

 

Risk-weighted assets

 

 

 

 

 

 

 

 

1,482,678

 

 

 

1,243,783

 

Leverage ratio (1)

 

 

4.0

%

 

 

5.0

%

 

 

17.5

%

 

 

16.9

%

Common equity tier 1 capital ratio (2)

 

 

7.0

 

 

 

6.5

 

 

 

13.1

 

 

 

11.9

 

Tier 1 capital ratio (3)

 

 

8.5

 

 

 

8.0

 

 

 

17.7

 

 

 

17.5

 

Total capital ratio (3)

 

 

10.5

 

 

 

10.0

 

 

 

19.0

 

 

 

18.8

 

(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 December 31, 2021 and December 31, 2020 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 December 31, 2021 and December 31, 2020.

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.

 

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. 

v3.22.0.1
Investment Securities
12 Months Ended
Dec. 31, 2021
Schedule of Investments [Abstract]  
Investment Securities

(3) INVESTMENT SECURITIES

The following tables present details of fixed maturity securities available for sale as of December 31, 2021 and 2020.

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

 

 

 

 

 

 

 

 

 

 

 

 

 

 

December 31, 2020
(Dollars in thousands)

 

Amortized
Cost

 

 

Gross
Unrealized
Gains

 

 

Gross
Unrealized
Losses

 

 

Fair
Value

 

Mortgage-backed securities, principally obligations of US federal agencies

 

$

34,929

 

 

$

1,495

 

 

$

(45

)

 

$

36,379

 

State and municipalities

 

 

10,226

 

 

 

189

 

 

 

(2

)

 

 

10,413

 

Total

 

$

45,155

 

 

$

1,684

 

 

$

(47

)

 

$

46,792

 

The amortized cost and estimated market value of investment securities as of December 31, 2021 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.

December 31, 2021
(Dollars in thousands)

 

Amortized
Cost

 

 

Fair
Value

 

Due in one year or less

 

$

10

 

 

$

10

 

Due after one year through five years

 

 

9,907

 

 

 

10,107

 

Due after five years through ten years

 

 

9,919

 

 

 

10,107

 

Due after ten years

 

 

24,658

 

 

 

24,548

 

Total

 

$

44,494

 

 

$

44,772

 

The following tables show information pertaining to securities with gross unrealized losses as of December 31, 2021 and 2020, aggregated by investment category and length of time that individual securities have been in a continuous loss position follows.

 

 

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

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Less than Twelve Months

 

 

Twelve Months and Over

 

December 31, 2020
(Dollars in thousands)

 

Gross
Unrealized
Losses

 

 

Fair
Value

 

 

Gross
Unrealized
Losses

 

 

Fair
Value

 

Mortgage-backed securities, principally obligations of US federal agencies

 

$

(45

)

 

$

4,028

 

 

$

 

 

$

 

State and municipalities

 

 

 

 

 

 

 

 

(2

)

 

 

196

 

Total

 

$

(45

)

 

$

4,028

 

 

$

(2

)

 

$

196

 

Unrealized losses on securities 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.

v3.22.0.1
Loans and Allowance for Loan Losses
12 Months Ended
Dec. 31, 2021
Text Block [Abstract]  
Loans and Allowance for Loan Losses

(4) LOANS AND ALLOWANCE FOR LOAN LOSSES

The following table shows the major classification of loans, inclusive of capitalized loan origination costs, at December 31, 2021 and 2020.

 

 

As of December 31,

 

 

 

2021

 

 

2020

 

(Dollars in thousands)

 

Amount

 

 

As a
Percent of
Gross Loans

 

 

Amount

 

 

As a
Percent of
Gross Loans

 

Recreation

 

$

961,320