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FORM 10-K
MICROFINANCIAL INC - MFI
Filed: March 31, 2010 (period: December 31, 2009)
Annual report which provides a comprehensive overview of the company for the past year
Table of Contents
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-K
�
�
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2009
or
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Commission File No. 1-14771
MicroFinancial Incorporated
(Exact name of Registrant as Specified in its Charter)
Massachusetts
(State or other jurisdiction of
incorporation or organization)
10M Commerce Way,
Woburn, MA
(Address of Principal Executive Offices)
04-2962824
(I.R.S. Employer
Identification No.)
01801
(Zip Code)
Registrant’s telephone number, Including Area Code:
(781) 994-4800
Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class
Name of Each Exchange on Which Registered
Common Shares, $0.01 par value per share
The Nasdaq Stock Market LLC
Securities registered pursuant to Section 12(g) of the Act:
None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities
Act. Yes � No �
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the
Exchange Act. Yes � No �
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 if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained
herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. �
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated
filer or a smaller reporting company. See definition of “large accelerated filer,” “accelerated filer” and “smaller
reporting company” in Rule 12b-2 of the Exchange Act (check one).
Large accelerated filer �
Accelerated filer �
Non-accelerated filer � Smaller reporting company �
(Do not check if a smaller reporting company)
Indicate by check mark if the registrant is a shell company (as defined in Rule 12b-2 of the Exchange
Act). Yes � No �
The aggregate market value of the registrant’s voting and non-voting common equity held by non-affiliates of the
registrant as of June 30, 2009 the last day of the registrant’s most recently completed second fiscal quarter, was
approximately $32,182,225 computed by reference to the closing price of such stock as of such date.
As of March 16, 2010, 14,229,420 shares of the registrant’s common stock were outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
Source: MICROFINANCIAL INC, 10-K, March 31, 2010
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Portions of the Registrant’s proxy statement to be filed pursuant to Regulation 14A within 120 days after the
Registrant’s fiscal year end of December 31, 2009, are incorporated by reference in Part III hereof.
Source: MICROFINANCIAL INC, 10-K, March 31, 2010
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Description
Item 1.
Item 1A.
Item 2.
Item 3.
Item 4.
Item 5.
Item 6.
Item 7.
Item 7A.
Item 8.
Item 9.
Item 9A.
Item 9B.
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Item 15.
SIGNATURES
EX-10.6.6
EX-21.1
EX-23.1
EX-31.1
EX-31.2
EX-32.1
EX-32.2
Table of Contents
Business
Risk Factors
Properties
Legal Proceedings
(Removed and Reserved)
PART I
PART II
Market for Registrant’s Common Equity, Related Stockholder Matters and
Issuer Purchases of Equity Securities
Selected Financial Data
Management’s Discussion and Analysis of Financial Condition and Results
of Operations, Including Selected Quarterly Financial Data (Unaudited)
Quantitative and Qualitative Disclosures about Market Risk
Financial Statements and Supplementary Data
Changes In and Disagreements with Accountants on Accounting and
Financial Disclosure
Controls and Procedures
Other Information
PART III
Directors, Executive Officers and Corporate Governance
Executive Compensation
Security Ownership of Certain Beneficial Owners and Management and
Related Stockholder Matters
Certain Relationships and Related Transactions, and Director Independence
Principal Accountant Fees and Services
Exhibits and Financial Statement Schedules
PART IV
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Source: MICROFINANCIAL INC, 10-K, March 31, 2010
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Table of Contents
Item 1. Business
General
PART I
MicroFinancial Incorporated (referred to as “MicroFinancial,” “we,” “us” or “our”) was formed as a
Massachusetts corporation on January 27, 1987. We operate primarily through our wholly-owned
subsidiaries, TimePayment Corp. (“TimePayment”) and Leasecomm Corporation (“Leasecomm”).
TimePayment is a specialized commercial finance company that leases and rents “microticket” equipment and
provides other financing services. Leasecomm started originating leases in January 1986 and in October 2002
suspended virtually all originations due to an interruption in financing. TimePayment commenced originating
leases in July 2004. The average amount financed by TimePayment in 2009 was approximately $5,500 while
Leasecomm historically financed contracts averaging approximately $1,900. We have used proprietary
software in developing a sophisticated, risk-adjusted pricing model and in automating our credit approval and
collection systems, including a fully-automated Internet-based application, credit scoring and approval
process.
We provide financing alternatives to a wide range of lessees ranging from start-up businesses to
established businesses. We primarily lease and rent low-priced commercial equipment, which is used by these
lessees in their daily operations. We do not market our services directly to lessees. We primarily source our
originations through a nationwide network of independent equipment vendors, sales organizations, brokers
and other dealer-based origination networks. We fund our operations through cash provided by operating
activities and borrowings under our revolving line of credit.
TimePayment finances a wide variety of products with no single product representing more than 20% of
the amount financed in its portfolio as of December 31, 2009.
We depend heavily on external financing to fund new leases and contracts. On August 2, 2007, we
entered into a three-year $30 million revolving line of credit with a bank syndicate led by Sovereign Bank
(’Sovereign”) based on qualified TimePayment lease receivables. On July 9, 2008 we entered into an
amended agreement to increase our revolving line of credit with Sovereign to $60 million. On February 10,
2009, we entered into an amended agreement to increase our revolving line of credit with Sovereign to
$85 million. Outstanding borrowings are collateralized by eligible lease contracts and a security interest in all
of our other assets. Until the February 2009 amendment, borrowings bore interest at the prime rate (“Prime”)
or at the 90-day London Interbank Offered Rate (“LIBOR”) plus 2.75%. Following the amendment,
outstanding borrowings bear interest at either Prime plus 1.75% or LIBOR plus 3.75%, in each case subject to
a minimum interest rate of 5%. Under the terms of the facility, loans are Prime Rate Loans, unless we elect
LIBOR Loans. If a LIBOR Loan is not renewed at maturity it automatically coverts to a Prime Rate Loan.
The maturity date of the amended agreement is August 2, 2010, at which time the outstanding loan
balance plus interest becomes due and payable. It is our intention to renew the current credit facility or
replace it with a new facility from another financing source under similar terms and conditions prior to the
scheduled maturity date. A failure to renew or replace the revolving credit facility under similar terms and
conditions would significantly impact our ability to originate new lease transactions and manage our
operations. We can provide no assurance in our ability to renew or to replace this line under similar terms and
conditions, if at all.
Prior to obtaining the Sovereign revolving line of credit, on September 29, 2004, we entered into a
three-year senior secured revolving line of credit with CIT under which we could borrow a maximum of
$30 million based upon qualified lease receivables. Outstanding borrowings bore interest at Prime plus 1.5%
or at the 90-day LIBOR plus 4.0%. On July 20, 2007, by mutual agreement between CIT and us, we paid off
and terminated the CIT line of credit without penalty.
Leasing, Servicing and Financing Programs
We originate leases for products that typically have limited distribution channels and high selling costs.
We facilitate sales of such products by allowing dealers to make them available to their customers for a small
monthly lease payment rather than a higher initial purchase price. We primarily lease and rent low-priced
commercial
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Source: MICROFINANCIAL INC, 10-K, March 31, 2010
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equipment to small merchants. We currently lease a wide variety of equipment including advertising and
display equipment, security equipment, paging systems, water coolers, restaurant equipment and card-based
payment authorization systems. In addition, in the past we have acquired service contracts and contracts in
certain other financing markets, and continue to look for opportunities to invest in these types of assets. Our
current portfolio also includes consumer financings which consist of service contracts from dealers that
primarily provide residential security monitoring services, as well as consumer leases for a wide range of
consumer products.
Since resuming originations in June 2004 we have originated and continue to service contracts in all
50 states and the District of Columbia. The concentration of leases in certain states as of the end of each of the
past three years, as a percentage of our total portfolio, is reflected below. No other state accounted for more
than five percent of such total.
Year Ended
December 31,
2007
2008
2009
Terms of Equipment Leases
California Florida
New York Texas
13%
12%
12%
13%
13%
13%
7%
7%
7%
8%
8%
8%
Substantially all equipment leases originated or acquired by us are non-cancelable. We generally
originate leases on transactions referred to us by a dealer where we buy the underlying equipment from the
referring dealer upon funding the approved application. Leases are structured with limited recourse to the
dealer, with risk of loss in the event of default by the lessee residing with us in most cases. We perform all the
processing, billing and collection functions under our leases.
During the term of a typical lease, we receive payments sufficient, in the aggregate, to cover our
borrowing cost and the cost of the underlying equipment, and to provide us with an appropriate profit.
Throughout the term of the lease, we charge late fees, prepayment penalties, loss and damage waiver fees and
other service fees, when applicable. Initial terms of the leases we funded in 2009 generally range from 12 to
60 months, with an average initial term of 44 months.
The terms and conditions of all of our leases are substantially similar. In most cases, the contracts require
lessees to: (i) maintain, service and operate the equipment in accordance with the manufacturer’s and
government-mandated procedures; (ii) insure the equipment against property and casualty loss; (iii) pay all
taxes associated with the equipment; and (iv) make all scheduled contract payments regardless of the
performance of the equipment. Our standard lease forms provide that in the event of a default by the lessee,
we can require payment of liquidated damages and can seize and remove the equipment for sale, refinancing
or other disposal at our discretion. Any additions, modifications or upgrades to the equipment, regardless of
the source of payment, are automatically incorporated into, and deemed a part of, the equipment financed.
We seek to protect ourselves from credit exposure relating to dealers by entering into limited recourse
agreements with our dealers, under which the dealer agrees to reimburse us for defaulted contracts under
certain circumstances, primarily upon evidence of dealer errors or misrepresentations in originating a lease or
contract.
Residual Interests in Underlying Equipment
We typically own a residual interest in the equipment covered by our leases. The value of such interest is
estimated at inception of the lease based upon our estimate of the fair market value of the asset at lease
maturity. At the end of the lease term, the lessee has the option to buy the equipment at the fair market value,
return the equipment or continue to rent the equipment on a month-to-month basis. If the equipment is
returned, we may either sell the equipment, or place it into our used equipment rental or leasing program.
Dealers
We provide financing to obligors under microticket leases and contracts through a nationwide network of
equipment vendors, independent sales organizations and brokers. We do not sign exclusive agreements with
our
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Source: MICROFINANCIAL INC, 10-K, March 31, 2010
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dealers. Dealers interact directly with potential lessees and typically market not only their products and
services, but also the financing arrangements offered through us. During the year ended 2009 we had over
1,000 different dealers originating leases and contracts.
During the year ended December 31, 2007 our top two dealers accounted for 10.0% and 8.4% of the
leases originated. No other dealer accounted for more than 5% of leases originated in 2007. During the year
ended December 31, 2008 our top dealer accounted for 4.5% of the leases originated. During the year ended
December 31, 2009 our top dealer accounted for 3.6% of the leases originated.
Use of Technology
Our business is operationally intensive, due in part to the small average amount financed. Accordingly,
technology and automated processes are critical in keeping servicing costs to a minimum while providing
quality customer service.
We have developed TimePaymentDirect, an Internet-based application processing, credit approval and
dealer information tool. Using TimePaymentDirect, a dealer can input an application and obtain an almost
instantaneous credit decision automatically over the Internet, all without any contact with our employees. We
also offer Instalease®, a program that allows a dealer to submit applications to us by telephone, telecopy or
e-mail, receive approval, and complete a sale from a lessee’s location. By assisting the dealers in providing
timely, convenient and competitive financing for their equipment contracts and offering dealers a variety of
value-added services, we simultaneously promote equipment contract sales and the utilization of
TimePayment as the preferred finance provider, thus differentiating us from our competitors.
We have used our proprietary software to develop a multidimensional credit-scoring model which
generates pricing of our leases and contracts commensurate with the risk assumed. This software does not
produce a binary “yes or no” decision, but rather, for a “yes” decision, determines the price at which the lease
or contract might be profitably underwritten. We use this credit scoring model in most, but not all, of our
credit decisions.
Underwriting
The nature of our business requires that the underwriting process perform two levels of review: the first
focused on the ultimate end-user of the equipment or service and the second focused on the dealer. The
approval process begins with the submission by telephone, facsimile or electronic transmission of a credit
application by the dealer. Upon submission, we either manually or through TimePaymentDirect conduct our
own independent credit investigation of the lessee using our proprietary database. In order to facilitate this
process we will use recognized commercial credit reporting agencies such as Dun & Bradstreet, Paynet and
Experian. Our software evaluates this information on a two-dimensional scale, examining both credit depth
(how much information exists on an applicant) and credit quality (credit performance, including past payment
history). We use this information to underwrite a broad range of credit risks and provide financing in
situations where our competitors may be unwilling to provide such financing. The credit-scoring model is
complex and automatically adjusts for different transactions. In situations where the amount financed is over
$10,000 we may go beyond our own data base and recognized commercial credit reporting agencies to obtain
information from less readily available sources such as banks. In certain instances, we will require the lessee
to provide verification of employment and salary.
The second aspect of the credit decision involves an assessment of the originating dealer. Dealers
undergo both an initial screening process and ongoing evaluation, including an examination of dealer
portfolio credit quality and performance, lessee complaints, cases of fraud or misrepresentation, aging studies,
application activity and conversion rates for applications. This ongoing assessment enables us to manage our
dealer relationships, and in some instances, may result in ending relationships with poorly performing dealers.
Upon credit approval, we require receipt of a signed lease on our standard or other pre-approved lease
form. After the equipment is shipped and installed, the dealer invoices us and we verify that the lessee has
received and accepted the equipment. Upon the completion of a satisfactory verification with the lessee, the
lease is forwarded to our funding and documentation department for payment to the dealer and the
establishment of the accounting and billing procedures for the transaction.
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Source: MICROFINANCIAL INC, 10-K, March 31, 2010
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Service Contracts
In the past we have also from time to time acquired service contracts, under which a homeowner
purchases a security system and simultaneously signs a contract with the dealer for the monitoring of that
system for a monthly fee. Upon approval of the monitoring application and verification with the homeowner
that the system is installed, we would purchase the right to the payment stream under the monitoring contract
from the dealer at a negotiated multiple of the monthly payments. We have not purchased any new security
service contracts since 2004, although we do originate security equipment leases that include monitoring
provided by a third party. Our service contract portfolio represents a less significant portion of our revenue
stream over time.
Bulk and Portfolio Acquisitions
In addition to originating leases through our dealer relationships, from time to time we have also
purchased lease portfolios from dealers or other sources. While certain of these leases may not have met our
underwriting standards at inception, we will purchase the leases once the lessee demonstrates a satisfactory
payment history. We prefer to acquire these smaller lease portfolios in situations where the seller will
continue to act as a dealer following the acquisition. We did not purchase any material portfolios in 2009,
2008 or 2007.
Servicing and Collections
We perform all the servicing functions on our leases and contracts through our automated servicing and
collection system. Servicing responsibilities generally include billing, processing payments, remitting
payments to dealers, paying taxes and insurance and performing collection and liquidation functions.
Our automated lease administration system handles application tracking, invoicing, payment processing,
automated collection queuing, portfolio evaluation and report writing. The system is linked with our bank
accounts for payment processing and also provides for direct withdrawal of lease and contract payments from
a lessee’s bank account. We monitor delinquent accounts using our automated collection process. We use
several computerized processes in our customer service and collection efforts, including the generation of
daily priority call lists and scrolling for daily delinquent account servicing, generation and mailing of
delinquency letters, and routing of incoming customer service calls to appropriate employees with instant
computerized access to account details. Our collection efforts include sending collection letters, making
collection calls, reporting delinquent accounts to credit reporting agencies, and litigating delinquent accounts
when necessary to obtain and enforce judgments.
Competition
The microticket leasing and financing industry is highly competitive. We compete for customers with a
number of national, regional and local banks and finance companies. Our competitors also include equipment
manufacturers that lease or finance the sale of their own products. While the market for microticket financing
has traditionally been fragmented, we could also be faced with competition from small or large-ticket leasing
companies that could use their expertise in those markets to enter and compete in the microticket financing
market. Our competitors include larger, more established companies, some of which may possess
substantially greater financial, marketing and operational resources than us, including a lower cost of funds
and access to capital markets and other funding sources which may be unavailable to us.
Employees
As of December 31, 2009, we had 111 full-time employees, of whom 39 were engaged in sales and
underwriting activities and dealer service, 44 were engaged in servicing and collection activities, and 28 were
engaged in general administrative activities. We believe that our relationship with our employees is good.
None of our employees are members of a collective bargaining unit in connection with their employment with
us.
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Source: MICROFINANCIAL INC, 10-K, March 31, 2010
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Executive Officers
Name and Age of Executive Officers
Richard F. Latour, 56
James R. Jackson, Jr., 48
Steven J. LaCreta, 50
Stephen J. Constantino, 44
Backgrounds of Executive Officers
Title
Director, President, Chief Executive Officer,
Treasurer, Clerk and Secretary
Vice President and Chief Financial Officer
Vice President, Lessee Relations and Legal
Vice President, Human Resources
Richard F. Latour has served as our President, Chief Executive Officer, Treasurer, Clerk and Secretary
since October 2002 and as President, Chief Operating Officer, Treasurer, Clerk and Secretary, as well as a
director of the Corporation, since February 2002. From 1995 to January 2002, he served as Executive Vice
President, Chief Operating Officer, Chief Financial Officer, Treasurer, Clerk and Secretary. From 1986 to
1995 Mr. Latour served as Vice President of Finance and Chief Financial Officer. Prior to joining us,
Mr. Latour was Vice President of Finance with Trak Incorporated, an international manufacturer and
distributor of consumer goods, where he was responsible for all financial and operational functions.
Mr. Latour earned a B.S. in accounting from Bentley College in Waltham, Massachusetts.
James R. Jackson Jr. has served as our Vice President and Chief Financial Officer since April 2002. Prior
to joining us, from 1999 to 2001, Mr. Jackson was Vice President of Finance for Deutsche Financial Services
Technology Leasing Group. From 1992 to 1999, Mr. Jackson held positions as Manager of Pricing and
Structured Finance and Manager of Business Planning with AT&T Capital Corporation.
Steven J. LaCreta has served as our Vice President, Lessee Relations and Legal since May 2005. From
May 2000 to May 2005, Mr. LaCreta served as Vice President, Lessee Relations. From November 1996 to
May 2000, Mr. LaCreta served as our Director of Lessee Relations. Prior to joining us, Mr. LaCreta was a
Leasing Collection Manager with Bayer Corporation.
Stephen J. Constantino has served as our Vice President, Human Resources since May 2000. From 1994
to May 2000, Mr. Constantino served as our Director of Human Resources. From 1992 to 1994,
Mr. Constantino served as our Controller. From 1991 to 1992, Mr. Constantino served as our Accounting
Manager.
Availability of Information
We maintain an Internet website at http://www.microfinancial.com. Our annual reports on Form 10-K,
quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to such reports filed or
furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as well as Section 16
reports on Form 3, 4, or 5, are available free of charge on this site as soon as is reasonably practicable after
they are filed or furnished with the Securities and Exchange Commission (“SEC”). Our Guidelines on
Corporate Governance, our Code of Business Conduct and Ethics and the charters for the Audit Committee,
Nominating and Corporate Governance Committee, Compensation and Benefits Committee, Credit Policy
Committee and Strategic Planning Committee of our Board of Directors are also available on our Internet site.
The Guidelines, Code of Ethics and charters are also available in print to any shareholder upon request.
Requests for such documents should be directed to Richard F. Latour, Chief Executive Officer, at 10M
Commerce Way, Woburn, Massachusetts 01801. Our Internet site and the information contained therein or
connected thereto are not incorporated by reference into this Form 10-K. Our filings with the SEC are also
available on the SEC’s website at http://www.sec.gov.
Item 1A. Risk Factors
Set forth below and elsewhere in this report and in other documents we file with the Securities and
Exchange Commission are risks and uncertainties that could cause our actual results to differ materially from
the results contemplated by the forward-looking statements contained in this report and other periodic
statements we make.
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Source: MICROFINANCIAL INC, 10-K, March 31, 2010
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We depend on external financing to fund leases and contracts, and adequate financing may not be available
to us in amounts that are sufficient, together with our cash flow, to originate new leases.
Our lease and finance business is capital intensive and requires access to substantial short-term and
long-term credit to fund leases and contracts. We will continue to require significant additional capital to
maintain and expand our funding of leases and contracts, as well as to fund any future acquisitions of leasing
companies or portfolios. Our uses of cash include the origination and acquisition of leases and contracts,
payment of interest and principal on borrowings, payment of selling, general and administrative expenses,
income taxes, capital expenditures and dividends.
In August 2007, we entered into a three-year $30 million line of credit with Sovereign based on qualified
TimePayment lease receivables. On July 9, 2008 we entered into an amended agreement to increase our line
of credit with Sovereign to $60 million. On February 10, 2009 we entered into an amended agreement to
increase our revolving line of credit with Sovereign to $85 million. Outstanding borrowings are collateralized
by eligible lease contracts and a security interest in all of our other assets. Until the February 2009
amendment borrowings bore interest at Prime or at LIBOR plus 2.75%. Following the amendment,
outstanding borrowings bear interest at either Prime plus 1.75% or LIBOR plus 3.75% in each case subject to
a minimum interest rate of 5%. Under the terms of the facility, loans are Prime Rate Loans, unless we elect
LIBOR Loans. If a LIBOR Loan is not renewed at maturity it automatically converts to a Prime Rate Loan.
The maturity date of the amended agreement is August 2, 2010 at which time the outstanding loan
balance plus interest becomes due and payable. It is our intention to renew the current credit facility or
replace it with a new facility from another financing source under similar terms and conditions prior to the
scheduled maturity date. Given the tight credit conditions in the current marketplace, it may be difficult for us
to obtain additional low cost capital. An inability to renew or replace our existing credit facility upon its
maturity in August 2010 would significantly impact our ability to originate new lease transactions and
manage our operations. We can provide no assurance in our ability to renew or replace our revolving line of
credit under similar terms and conditions, if at all.
Our ability to draw down amounts under our credit facility is potentially restricted by a borrowing base
calculated with respect to our eligible receivables, and our revolving line of credit has financial covenants that
we must comply with to obtain funding and avoid an event of default. Our credit facility contains certain
provisions which limit our ability to incur indebtedness from other sources. Any credit facility we enter into
upon renewal or replacement of our existing credit facility may have similar or additional financial covenants
or restrictions. Any default or other interruption of our external funding could have a material negative effect
on our ability to fund new leases and contracts, and could, as a consequence, have an adverse effect on our
financial results.
A protracted economic downturn may cause an increase in defaults under our leases and lower demand for
the commercial equipment we lease.
A protracted economic downturn such as the one the United States and other nations are currently
experiencing could result in a decline in the demand for some of the types of equipment or services we
finance, which could lead to a decline in originations. A protracted economic downturn may slow the
development and continued operation of small commercial businesses, which are the primary market for the
commercial equipment leased by us. Such a downturn could also adversely affect our ability to obtain capital
to fund lease and contract originations or acquisitions, or to complete securitizations. In addition, a protracted
downturn could result in an increase in delinquencies and defaults by our lessees and other obligors, which
could have an adverse effect on our cash flow and earnings, as well as on our ability to securitize leases.
These factors could have a material adverse effect on our business, financial condition and results of
operations.
Additionally, as of December 31, 2009, 2008 and 2007 leases in the states of California, Florida, New
York and Texas accounted for approximately 40% of our portfolio. Economic conditions in these states may
affect the level of collections from, as well as delinquencies and defaults by, these obligors.
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Source: MICROFINANCIAL INC, 10-K, March 31, 2010
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We experience a significant rate of default under our leases, and a higher than expected default rate would
have an adverse effect on our cash flow and earnings.
Even in times of general economic growth, the credit characteristics of our lessee base correspond to a
high incidence of delinquencies, which in turn may lead to significant levels of defaults. The credit profile of
our lessees heightens the importance of both pricing our leases and contracts for the risk assumed, as well as
maintaining an adequate allowance for losses. Our lessees, moreover, have been affected by the current
economic downturn like almost all small businesses. Significant defaults by lessees in excess of those we
anticipate in setting our prices and allowance levels may adversely affect our cash flow and earnings.
Reduced cash flow and earnings could limit our ability to repay debt and obtain financing, which could have a
material adverse effect on our business, financial condition and results of operations.
In addition to our usual practice of originating leases through our dealer relationships, from time to time
we have purchased lease portfolios from dealers. While certain of these leases at inception would not have
met our underwriting standards, we will purchase leases once the lessee demonstrates a payment history. We
prefer to acquire these smaller lease portfolios in situations where the company selling the portfolio will
continue to act as a dealer following the acquisition. Despite the demonstrated payment history, such leases
may experience a higher rate of default than leases that meet our origination standards.
Our allowance for credit losses may prove to be inadequate to cover future credit losses.
We maintain an allowance for credit losses on our investments in leases, service contracts and rental
contracts at an amount we believe is sufficient to provide adequate protection against losses in our portfolio.
We cannot be sure that our allowance for credit losses will be adequate over time to cover losses caused by
adverse economic factors, or unfavorable events affecting specific leases, industries or geographic areas.
Losses in excess of our allowance for credit losses may have a material adverse effect on our business,
financial condition and results of operations.
We are vulnerable to changes in the demand for the types of equipment we lease or price reductions in such
equipment.
Our portfolio is comprised of a wide variety of equipment including advertising and display equipment,
ATM machines, automotive repair equipment, copiers, security equipment, phone systems water cooler,
restaurant equipment and card based payment authorization systems. Reduced demand for financing of the
types of equipment we lease could adversely affect our lease origination volume, which in turn could have a
material adverse effect on our business, financial condition and results of operations. Technological advances
may lead to a decrease in the price of these types of systems or equipment and a consequent decline in the
need for financing of such equipment. These changes could reduce the need for outside financing sources that
would reduce our lease financing opportunities and origination volume in such products. These types of
equipment are often leased by small commercial businesses which may be particularly susceptible to the
current economic downturn, which may also affect demand for these products.
In the event that demand for financing the types of equipment that we lease declines, we will need to
expand our efforts to provide lease financing for other products. There can be no assurance, however, that we
will be able to do so successfully. Because many dealers specialize in particular products, we may not be able
to capitalize on our current dealer relationships in the event we shift our business focus to originating leases
of other products. Our failure to successfully enter into new relationships with dealers of other products or to
extend existing relationships with such dealers in the event of reduced demand for financing of the systems
and equipment we currently lease would have a material adverse effect on us.
We may face adverse consequences of litigation, including consequences of using litigation as part of our
collection policy.
Our use of litigation as a means of collection of unpaid receivables exposes us to counterclaims on our
suits for collection, to class action lawsuits and to negative publicity surrounding our leasing and collection
policies. We have been a defendant in attempted class action suits as well as counterclaims filed by individual
obligors in
8
Source: MICROFINANCIAL INC, 10-K, March 31, 2010
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attempts to dispute the enforceability of the lease or contract. This type of litigation may be time consuming
and expensive to defend, even if not meritorious, may result in the diversion of management’s time and
attention, and may subject us to significant liability for damages or result in invalidation of our proprietary
rights. We believe our collection policies and use of litigation comply fully with all applicable laws. Because
of our persistent enforcement of our leases and contracts through the use of litigation, we may have created ill
will toward us on the part of certain lessees and other obligors who were defendants in such lawsuits. Our
litigation strategy has also generated adverse publicity in certain circumstances. Adverse publicity could
negatively impact public perception of our business and may materially impact the price of our common
stock. In addition to legal proceedings that may arise out of our collection activities, we may face other
litigation arising in the ordinary course of business. Any of these factors could adversely affect our business,
financial condition and results of operations.
Increased interest rates may make our leases or contracts less profitable.
Since we generally fund our leases and contracts through our credit facilities or from working capital, our
operating margins could be adversely affected by an increase in interest rates. For example, borrowings under
our amended credit facility bear interest either at Prime plus 1.75% or at LIBOR plus 3.75%, in each case
subject to a minimum interest rate of 5% per year. The implicit yield on all of our leases and contracts is fixed
due to the leases and contracts having scheduled payments that are fixed at the time of origination. When we
originate or acquire leases or contracts, we base our pricing in part on the “spread” we expect to achieve
between the implicit yield on each lease or contract and the effective interest cost we expect to pay when we
finance such leases and contracts. Increases in interest rates during the term of each lease or contract could
narrow or eliminate the spread, or result in a negative spread, to the extent such lease or contract was financed
with variable-rate funding. We may undertake to hedge against the risk of interest rate increases, based on the
size and interest rate profile of our portfolio. Such hedging activities, however, would limit our ability to
participate in the benefits of lower interest rates with respect to the hedged portfolio. In addition, our hedging
activities may not protect us from interest rate-related risks in all interest rate environments. Adverse
developments resulting from changes in interest rates or hedging transactions could have a material adverse
effect on our business, financial condition and results of operations. We do not currently have any hedging
arrangements with respect to interest rate changes.
We may not be able to realize our entire investment in the residual interests in the equipment covered by
our leases.
At the inception of a lease we record a residual value for the lease equipment as an asset based upon an
estimate of the fair market value at lease maturity. There can be no assurance that our estimated residual
values will be realized due to technological or economic obsolescence, unusual wear or tear on the equipment,
or other factors. Failures to realize the recorded residual values may have a material adverse effect on our
business, financial condition and results of operations.
We face intense competition, which could cause us to lower our lease rates, hurt our origination volume
and strategic position and adversely affect our financial results.
The microticket leasing and financing industry is highly competitive. We compete for customers with a
number of national, regional and local banks and finance companies. Our competitors also include equipment
manufacturers that lease or finance the sale of their own products. While the market for microticket financing
has traditionally been fragmented, we could also be faced with competition from small or large-ticket leasing
companies that could use their expertise in those markets to enter and compete in the microticket financing
market. Our competitors include larger, more established companies, some of which may possess
substantially greater financial, marketing and operational resources than us, including lower cost of funds and
access to capital markets and other funding sources which may be unavailable to us. If a competitor were to
lower its lease rates, we could be forced to follow suit or be unable to regain origination volume, either of
which would have a material adverse effect on our business, financial condition and results of operations. In
addition, competitors may seek to replicate the automated processes used by us to monitor dealer
performance, evaluate lessee credit information, appropriately apply risk-adjusted pricing, and efficiently
service a nationwide portfolio. The development of computer software similar to that developed by us may
jeopardize our strategic position and allow our competitors to operate more efficiently than we do.
9
Source: MICROFINANCIAL INC, 10-K, March 31, 2010
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Government regulation could restrict our business.
Our leasing business is not currently subject to extensive federal or state regulation. While we are not
aware of any proposed legislation, the enactment of, or a change in the interpretation of, certain federal or
state laws affecting our ability to price, originate or collect on receivables (such as the application of usury
laws to our leases and contracts) could negatively affect the collection of income on our leases and contracts,
as well as the collection of fee income. Any such legislation or change in interpretation, particularly in
Massachusetts, whose laws govern the majority of our leases and contracts, could have a material adverse
effect on our ability to originate leases and contracts at current levels of profitability, which in turn could have
a material adverse effect on our business, financial condition or results of operations. Changes to the
bankruptcy laws that would make it easier for lessees to file for bankruptcy could increase delinquency and
defaults on the existing portfolio.
We may face risks in acquiring other portfolios and companies, including risks relating to how we finance
any such acquisition or how we are able to assimilate any portfolios or operations we acquire.
In addition to organic growth a portion of our growth strategy may involve acquisitions of leasing
companies or portfolios from time to time. Our inability to identify suitable acquisition candidates or
portfolios, or to complete acquisitions on favorable terms, could limit our ability to grow our business. Any
major acquisition would require a significant portion of our resources. The timing, size and success, if at all,
of our acquisition efforts and any associated capital commitments cannot be readily predicted. We may
finance future acquisitions by using shares of our common stock, cash or a combination of the two. Any
acquisition we make using common stock would result in dilution to existing stockholders. If the common
stock does not maintain a sufficient market value, or if potential acquisition candidates are otherwise
unwilling to accept common stock as part or all of the consideration for the sale of their businesses, we may
be required to utilize more of our cash resources, if available, or to incur additional indebtedness in order to
initiate and complete acquisitions. Additional debt, or intangible assets incurred as a result of any such
acquisition, could have a material adverse effect on our business, financial condition or results of operations.
In addition, our credit facilities contain covenants that place significant restrictions on our ability to acquire
all or substantially all of the assets or securities of another company, including a limit on the aggregate dollar
amount of such acquisitions of $10 million over the term of the facility. These provisions could prevent us
from making an acquisition we may otherwise see as attractive, whether by using shares of our common stock
as consideration or by using cash.
We also may experience difficulties in the assimilation of the operations, services, products and
personnel of acquired companies, an inability to sustain or improve the historical revenue levels of acquired
companies, the diversion of management’s attention from ongoing business operations, and the potential loss
of key employees of such acquired companies. Any of the foregoing could have a material adverse effect on
our business, financial condition or results of operations.
If we were to lose key personnel, our operating results may suffer or it may cause a default under our debt
facilities.
Our success depends to a large extent upon the abilities and continued efforts of Richard Latour,
President and Chief Executive Officer and James R. Jackson, Jr., Vice President and Chief Financial Officer,
and our other senior management. We have entered into employment agreements with Mr. Latour and
Mr. Jackson, as well as other members of our senior management. The loss of the services of one or more of
the key members of our senior management before we are able to attract and retain qualified replacement
personnel could have a material adverse effect on our financial condition and results of operations. In
addition, under our Sovereign credit facility, an event of default would arise if Mr. Latour or Mr. Jackson
were to leave their positions as our Chief Executive Officer or Chief Financial Officer, respectively, unless a
suitable replacement were appointed within 90 days. Our failure to comply with these provisions could have a
material adverse effect on our business, financial condition or results of operations.
Certain provisions of our articles and bylaws may have the effect of discouraging a change in control or
acquisition of the company.
Our restated articles of organization and restated bylaws contain certain provisions that may have the
effect of discouraging, delaying or preventing a change in control or unsolicited acquisition proposals that a
stockholder
10
Source: MICROFINANCIAL INC, 10-K, March 31, 2010
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might consider favorable, including:(i) provisions authorizing the issuance of “blank check” preferred stock;
(ii) providing for a Board of Directors with staggered terms; (iii) requiring super-majority or class voting to
effect certain amendments to the articles and bylaws and to approve certain business combinations;
(iv) limiting the persons who may call special stockholders’ meetings and; (v) establishing advance notice
requirements for nominations for election to the Board of Directors or for proposing matters that can be acted
upon at stockholders’ meetings. In addition, certain provisions of Massachusetts law to which we are subject
may have the effect of discouraging, delaying or preventing a change in control or an unsolicited acquisition
proposal.
Our stock price may be volatile, which could limit our access to the equity markets and could cause you to
incur losses on your investment.
If our revenues do not grow or grow more slowly than we anticipate, or if operating expenditures exceed
our expectations or cannot be adjusted accordingly, the market price of our common stock could be materially
and adversely affected. In addition, the market price of our common stock has been in the past and could in
the future be materially and adversely affected for reasons unrelated to our specific business or results of
operations. General market price declines or volatility in the future could adversely affect the price of our
common stock. In addition, short-term trading strategies of certain investors can also have a significant effect
on the price of specific securities. In addition, the trading price of the common stock may be influenced by a
number of factors, including the liquidity of the market for the common stock, investor perceptions of us and
the equipment financing industry in general, variations in our quarterly operating results, interest rate
fluctuations and general economic and other conditions. Moreover, the stock market has experienced
significant price and value fluctuations, which have not necessarily been related to corporate operating
performance. The volatility of the stock market could adversely affect the market price of our common stock
and our ability to raise funds in the public markets.
There is no assurance that we will continue to pay dividends on our common stock in the future.
During the fourth quarter of 2002, our Board of Directors suspended the payment of dividends on our
common stock to comply with our banking agreements and we paid no dividends in the years ended
December 31, 2003 and 2004. During 2005, we declared dividends of $0.05 per share payable to shareholders
of record on five dates, and a special dividend of $0.25 per share payable to shareholders of record on
January 31, 2006. During 2006, 2007 and 2008, we declared dividends of $0.20 per share. During 2009, we
declared dividends of $0.15 per share. Future dividend payments are subject to ongoing review and evaluation
by our Board of Directors. The decision as to the amount and timing of future dividends we may pay, if any,
will be made in light of our financial condition, capital requirements and growth plans, as well as our external
financing arrangements and any other factors our Board of Directors may deem relevant. We can give no
assurance as to the amount and timing of the payment of future dividends.
Item 2. Properties
At December 31, 2009, our corporate headquarters and operations center occupied approximately
24,400 square feet of office space at 10M Commerce Way, Woburn, Massachusetts 01801. The lease for this
space expires on December 31, 2010.
Item 3. Legal Proceedings
We are involved from time to time in litigation incidental to the conduct of our business. Although we do
not expect that the outcome of any of these matters, individually or collectively, will have a material adverse
effect on our financial condition or results of operations, litigation is inherently unpredictable. Therefore,
judgments could be rendered or settlements entered, that could adversely affect our operating results or cash
flows in a particular period. We routinely assess all of our litigation and threatened litigation as to the
probability of ultimately incurring a liability, and record our best estimate of the ultimate loss in situations
where we assess the likelihood of loss as probable.
Item 4. (Removed and Reserved)
11
Source: MICROFINANCIAL INC, 10-K, March 31, 2010
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Item 5. Market For Registrant’s Common Equity, Related Stockholder Matters And Issuer Purchases Of
PART II
Equity Securities
Market Information
Our common stock, par value $0.01 per share is currently listed on the Nasdaq Global Market under the
symbol “MFI.” Our common stock was previously listed on the American Stock Exchange through the close
of business on February 15, 2008, and prior to that on the New York Stock Exchange through the close of
business on January 16, 2006, in each case under the same symbol. The following chart shows the high and
low sales price of our common stock in each quarter over the past two fiscal years.
First
Quarter
Second
Quarter
Third
Quarter
Fourth
Quarter
First
Quarter
Second
Quarter
Third
Quarter
Fourth
Quarter
2009
2008
Stock Price
High
Low
Holders
$ 2.80
$ 1.55
$ 3.98
$ 1.72
$ 3.75
$ 2.85
$ 3.47
$ 2.49
$ 6.25
$ 4.60
$ 5.15
$ 3.00
$ 4.93
$ 3.30
$ 4.00
$ 1.50
We believe there were approximately 475 stockholders of the Company as of March 15, 2010, including
beneficial owners who hold through a broker or other nominee.
Dividends
During the fourth quarter of 2002, our Board of Directors suspended the payment of dividends to comply
with our banking agreements and we paid no dividends during the years ended December 31, 2003 and 2004.
During 2005, we declared dividends of $0.05 per share payable to shareholders of record on each of
February 9, 2005, April 29, 2005, July 27, 2005, October 27, 2005 and December 28, 2005, and a special
dividend of $0.25 per share payable to shareholders of record on January 31, 2006.
During 2006, we declared dividends of $0.05 per share payable to shareholders of record on each of
March 31, 2006, June 30, 2006, September 29, 2006 and December 29, 2006.
During 2007, we declared dividends of $0.05 per share payable to shareholders of record on each of
March 30, 2007, June 29, 2007, September 28, 2007 and December 31, 2007.
During 2008, we declared dividends of $0.05 per share payable to shareholders of record on each of
May 15, 2008, August 15, 2008, November 14, 2008 and January 19, 2009. The dividend payable on
January 19, 2009 was declared on December 24, 2008.
During 2009 we declared dividends of $0.05 per share payable to shareholders of record on each of
April 30, 2009, July 30, 2009 and October 30, 2009.
On January 22, 2010 we declared a dividend of $0.05 per share payable on February 15, 2010 to
shareholders of record of MicroFinancial Incorporated stock on February 1, 2010.
Future dividend payments are subject to ongoing review and evaluation by our Board of Directors. The
decision as to the amount and timing of future dividends, if any, will be made in light of our financial
condition, capital requirements and growth plans, as well as our external financing arrangements and any
other factors our Board of Directors may deem relevant. We can give no assurance as to the amount and
timing of future dividends.
Our credit facility also restricts the amount of cash that TimePayment can dividend up to MicroFinancial
during any year, to 50% of consolidated net income for the immediately preceding year.
Repurchases
We did not repurchase any of our equity securities during the fourth quarter of fiscal 2009.
12
Source: MICROFINANCIAL INC, 10-K, March 31, 2010
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Performance Graph
The following graph compares our cumulative total stockholder return since December 31, 2004 with the
American Stock Exchange Composite Stock Index, the S&P 400 Mid-Cap Financials Index and the NASDAQ
Composite. Cumulative total stockholder return shown in the performance graph is measured assuming an
initial investment of $100 on December 31, 2004 and the reinvestment of dividends. The historic stock price
performance information shown in this graph may not be indicative of current stock price levels or future
stock price performance.
Comparison of 5 Year Cumulative Total Return
Assumes Initial Investment of $100
December 2009
The information under the caption “Performance Graph” above is not deemed to be “filed” as part of this
Annual Report, and is not subject to the liability provisions of Section 18 of the Securities Exchange Act of
1934. Such information will not be deemed to be incorporated by reference into any filing we make under the
Securities Act of 1933 unless we explicitly incorporate it into such a filing at the time.
13
Source: MICROFINANCIAL INC, 10-K, March 31, 2010
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Item 6. Selected Financial Data
The following tables set forth selected consolidated financial and operating data for the periods and at the
dates indicated. The selected consolidated financial data were derived from our financial statements and
accounting records. The data presented below should be read in conjunction with the consolidated financial
statements, related notes and other financial information included herein.
Income Statement Data:
Revenues:
$
Income on financing leases
Rental income
Income on service contracts
Other income(1)
Total revenues
Expenses:
Selling, general and
administrative
Provision for credit losses
Depreciation and
amortization
Interest
Total expenses
Income (loss) before provision
(benefit) for income taxes
Provision (benefit) for income
taxes
Net income (loss)
Net income (loss) per common
share:
Basic
Diluted
Weighted-average shares:
Basic
Diluted
Dividends declared per common
$
$
2009
Year Ended December 31,
2007
(Amounts in thousands, except share and per share data)
2008
2006
29,415 $
8,584
676
7,490
46,165
13,371
22,039
1,628
2,769
39,807
23,095 $
9,829
925
5,676
39,525
13,060
15,313
976
1,020
30,369
12,302 $
13,612
1,271
4,486
31,671
12,824
7,855
1,344
143
22,166
3,917 $
20,897
1,870
5,758
32,442
14,499
6,985
5,326
162
26,972
2005
4,140
25,359
3,467
6,318
39,284
20,884
10,468
9,497
1,148
41,997
6,358
9,156
9,505
5,470
(2,713)
2,231
4,127 $
3,206
5,950 $
3,303
6,202 $
1,555
3,915 $
(1,053)
(1,660)
0.29 $
0.29
0.42 $
0.42
0.45 $
0.44
0.28 $
0.28
(0.12)
(0.12)
14,147,436
14,261,644
14,002,045
14,204,105
13,922,974
14,149,634
13,791,403
13,958,759
13,567,640
13,567,640
share
$
0.15 $
0.20 $
0.20 $
0.20 $
0.50
14
Source: MICROFINANCIAL INC, 10-K, March 31, 2010
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2009
2008
December 31,
2007
(Dollars in thousands)
2006
2005
$
Balance Sheet Data:
Cash and cash equivalents
Restricted cash
Gross investment in leases(2)
Unearned income
Allowance for credit losses
Investment in service contracts, net
Investment in rental contracts, net
Total assets
Revolving line of credit
Subordinated notes payable
Total liabilities
Total stockholders’ equity
391 $
834
194,629
(55,821)
(13,856)
—
379
127,097
51,906
—
60,332
66,765
5,047 $
528
158,138
(49,384)
(11,722)
32
240
104,850
33,325
—
40,512
64,338
7,080 $
561
102,128
(35,369)
(5,722)
203
106
70,982
6,531
—
10,154
60,828
28,737 $ 32,926
—
33,004
(3,658)
(8,714)
1,626
3,025
65,188
161
2,602
10,501
54,687
—
44,314
(13,682)
(5,223)
613
313
59,721
5
—
3,585
56,136
2009
December 31,
2007
(Dollars in thousands, except statistical data)
2008
2006
2005
Other Data:
Operating Data:
Value of leases
originated(3)
$ 113,987
$ 104,529
$
83,698
$
33,343
$
7,296
Value of rental contracts
originated
Dealer funding(4)
Average yield on leases(5)
Cash Flows From (Used In):
—
76,306
—
68,007
—
54,035
—
21,498
27.7%
28.5%
29.0%
30.0%
1,731
6,364
30.6%
Operating activities
Investing activities
Financing activities
Net change in cash and
cash equivalents
Selected Ratios:
Return on average assets
Return on average
stockholders’ equity
Operating margin(6)
Credit Quality Statistics:
Net charge-offs
Net charge-offs as a
percentage of average
gross investment(7)
Provision for credit losses
as a percentage of
average gross
investment(7)
Allowance for credit losses
as a percentage of gross
investment(8)
$
$
57,897
(77,969)
15,416
43,310
(69,523)
24,180
$
30,440
(55,203)
3,106
$
26,870
(22,114)
(8,945)
$
35,228
(6,978)
(5,033)
$
(4,656)
$
(2,033)
$ (21,657)
$
(4,189)
$ (23,217)
3.56%
6.77%
9.49%
6.27%
(2.43)%
6.30
61.51
9.51
61.91
10.60
54.81
7.07
38.39
(2.84)
19.74
$
19,906
$
9,313
$
7,356
$
10,476
$
16,717
11.28%
7.15%
9.99%
26.34%
30.79%
12.49
11.76
10.67
17.56
19.28
7.12
7.41
5.59
11.63
25.16
(1) Includes loss and damage waiver fees, service fees, interest income, and miscellaneous revenue.
(2) Consists of receivables due in installments and estimated residual value.
(3) Represents the amount paid to dealers upon funding of leases plus the associated unearned income.
15
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(4) Represents the net amount paid to dealers upon funding of leases and contracts.
(5) Represents the aggregate of the implied interest rate on each lease originated during the period weighted
by the amount funded.
(6) Represents income before provision (benefit) for income taxes and provision for credit losses as a
percentage of total revenues.
(7) Represents a percentage of average gross investment in leases and net investment in service contracts.
(8) Represents allowance for credit losses as a percentage of gross investment in leases and net investment
in service contracts.
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations,
Including Selected Quarterly Financial Data (Unaudited)
The following discussion includes forward-looking statements (as such term is defined in the Private
Securities Litigation Reform Act of 1995). When used in this discussion, the words “may,” “will,” “expect,”
“intend,” “anticipate,” “believe,” “estimate,” “continue,” “plan” and similar expressions are intended to
identify forward-looking statements. Such forward-looking statements involve known and unknown risks,
uncertainties and other important factors that could cause our actual results, performance or achievements to
differ materially from any future results, performance or achievements expressed or implied by such
forward-looking statements. The forward-looking statements are subject to risks, uncertainties and
assumptions, including, among other things, those associated with:
• the demand for the equipment types we finance;
• our significant capital requirements;
• our ability or inability to obtain the financing we need, or to use internally generated funds, in order to
continue originating contracts;
• the risks of defaults on our leases;
• our provision for credit losses;
• our residual interests in underlying equipment;
• possible adverse consequences associated with our collection policy;
• the effect of higher interest rates on our portfolio;
• increasing competition;
• increased governmental regulation of the rates and methods we use in financing and collecting on our
leases and contracts;
• acquiring other portfolios or companies;
• dependence on key personnel;
• adverse results in litigation and regulatory matters, or promulgation of new or enhanced legislation or
regulations; and
• general economic and business conditions.
The risk factors above and those under “Risk Factors” beginning on page 6, as well as any other
cautionary language included herein, provide examples of risks, uncertainties and events that may cause our
actual results to differ materially from the expectations we described in our forward-looking statements.
Many of these factors are significantly beyond our control. We expressly disclaim any obligation or
undertaking to disseminate any updates or revisions to any forward-looking statement contained herein to
reflect any change in our expectations with regard thereto or any change in events, conditions or
circumstances on which any such statement is based. In light of these risks and uncertainties, there can be no
assurance that the forward-looking information contained herein will in fact transpire.
16
Source: MICROFINANCIAL INC, 10-K, March 31, 2010
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Overview
We are a specialized commercial finance company that provides “microticket” equipment leasing and
other financing services. In June 2004 we established a new wholly-owned operating subsidiary,
TimePayment Corp. The average amount financed by TimePayment during 2009 was approximately $5,500
while Leasecomm historically financed contracts averaging approximately $1,900. Our portfolio consists of
water coolers, security equipment, point-of-sale (“POS”) authorization systems, automotive repair equipment,
restaurant equipment and other business equipment leased to commercial enterprises.
We derive the majority of our revenues from leases originated and held by us, payments on service
contracts, rental contracts and fee income. Historically, we have funded the majority of our leases and
contracts through our revolving-credit loans, term loans, cash from operations and on-balance sheet
securitizations, and to a lesser extent our subordinated debt programs.
On August 2, 2007, we entered into a new three-year $30 million line of credit with Sovereign Bank
based on qualified TimePayment lease receivables. On July 9, 2008 we entered into an amended agreement to
increase our line of credit with Sovereign from $30 million to $60 million. On February 10, 2009 we entered
into an amended agreement to increase the line of credit to $85 million. Outstanding borrowings are
collateralized by eligible lease contracts and a security interest in all of our other assets. Until the February
2009 amendment, outstanding borrowings bore interest at Prime or at LIBOR plus 2.75%. Following the
amendment, outstanding borrowings bear interest at either Prime plus 1.75% or LIBOR plus 3.75%, in each
case subject to a minimum interest rate of 5%. Under the terms of the facility, loans are Prime Rate Loans,
unless we elect LIBOR Loans. If a LIBOR Loan is not renewed at maturity it automatically coverts to a Prime
Rate Loan.
The maturity date of the amended agreement is August 2, 2010, at which time the outstanding loan
balance plus interest becomes due and payable. It is our intention to renew the current credit facility or
replace it with a new facility from another financing source under similar terms and conditions prior to the
scheduled maturity date. A failure to renew or replace the revolving credit facility under similar terms and
conditions would significantly impact our ability to originate new lease transactions and manage our
operations. We can provide no assurance in our ability to renew or to replace this line under similar terms and
conditions, if at all.
Prior to obtaining the Sovereign revolving line of credit, on September 29, 2004, we entered into a
three-year senior secured revolving line of credit with CIT under which we could borrow a maximum of
$30 million based upon qualified lease receivables. Outstanding borrowings bore interest at Prime plus 1.5%
or at the 90-day LIBOR plus 4.0%. On July 20, 2007, by mutual agreement between CIT and us, we paid off
and terminated the CIT line of credit without penalty.
In a typical lease transaction, we originate a lease through our nationwide network of equipment vendors,
independent sales organizations and brokers. Upon our approval of a lease application and verification that
the lessee has received the equipment and signed the lease, we pay the dealer for the cost of the equipment,
plus the dealer’s profit margin.
Substantially all leases originated or acquired by us are non-cancelable. During the term of the lease, we
are scheduled to receive payments sufficient to cover our borrowing costs and the cost of the underlying
equipment and to provide us with an appropriate profit. We pass along some of the costs of our leases and
contracts by charging collection fees, loss and damage waiver fees, late fees and other service fees, when
applicable. The initial non-cancelable term of the lease is equal to or less than the equipment’s estimated
economic life and often provides us with additional revenues based on the residual value of the equipment at
the end of the lease. Initial terms of the leases in our portfolio generally range from 12 to 60 months, with an
average initial term of 44 months as of December 31, 2009.
In the past, we have also from time to time acquired service contracts under which a homeowner
purchases a security system and simultaneously signs a contract with the dealer for the monitoring of that
system for a monthly fee. Upon approval of the monitoring application and verification with the homeowner
that the system is installed, we would purchase the right to the payment stream under the monitoring contract
from the dealer at a negotiated multiple of the monthly payments. We have not purchased any new security
monitoring contracts since 2004,
17
Source: MICROFINANCIAL INC, 10-K, March 31, 2010
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although we do originate security equipment leases that include monitoring. Our service contract portfolio has
represented a less significant portion of our revenue stream over time.
Critical Accounting Policies
We consider certain of our accounting policies to be the most critical to our financial condition and
results of operations in the sense that they involve the most complex or subjective decisions or assessments.
We have identified our most critical accounting policies as those policies related to revenue recognition, the
allowance for credit losses, income taxes and accounting for share-based compensation. These accounting
policies are discussed below as well as within the notes to our consolidated financial statements.
Revenue Recognition
Our lease contracts are accounted for as financing leases. At origination, we record the gross lease
receivable, the estimated residual value of the leased equipment, initial direct costs incurred and the unearned
lease income. Unearned lease income is the amount by which the gross lease receivable plus the estimated
residual value exceeds the cost of the equipment. Unearned lease income and initial direct costs incurred are
amortized over the related lease term using the interest method. Amortization of unearned lease income and
initial direct costs is suspended if, in our opinion, full payment of the contractual amount due under the lease
agreement is doubtful. In conjunction with the origination of leases, we may retain a residual interest in the
underlying equipment upon termination of the lease. The value of such interest is estimated at inception of the
lease and evaluated periodically for impairment. At the end of the lease term, the lessee has the option to buy
the equipment at the fair market value, return the equipment or continue to rent the equipment on a
month-to-month basis. If the lessee continues to rent the equipment, we record our investment in the rental
contract at its estimated residual value. Rental revenue and depreciation are recognized based on the
methodology described below. Other revenues such as loss and damage waiver fees and service fees relating
to the leases and contracts are recognized as they are earned.
Our investments in cancelable service contracts are recorded at cost and amortized over the expected life
of the contract. Income on service contracts from monthly billings is recognized as the related services are
provided. Our investment in rental contracts is either recorded at estimated residual value and depreciated
using the straight-line method over a period of 12 months or at the acquisition cost and depreciated using the
straight line method over a period of 36 months. Rental income from monthly billings is recognized as the
customer continues to rent the equipment. We periodically evaluate whether events or circumstances have
occurred that may affect the estimated useful life or recoverability of our investments in service and rental
contracts.
Allowance for Credit Losses
We maintain an allowance for credit losses on our investment in leases, service contracts and rental
contracts at an amount that we believe is sufficient to provide adequate protection against losses in our
portfolio. Given the nature of the “microticket” market and the individual size of each transaction, we do not
have a formal credit review committee to review individual transactions. Rather, we developed a
sophisticated, risk-adjusted pricing model and have automated the credit scoring, approval and collection
processes. We believe that with the proper risk-adjusted pricing model, we can grant credit to a wide range of
applicants provided we have priced appropriately for the associated risk. As a result of approving a wide
range of credits, we experience a relatively high level of delinquency and write-offs in our portfolio. We
periodically review the credit scoring and approval process to ensure that the automated system is making
appropriate credit decisions. Given the nature of the “microticket” market and the individual size of each
transaction, we do not evaluate transactions individually for the purpose of developing and determining the
adequacy of the allowance for credit losses. Contracts in our portfolio are not re-graded subsequent to the
initial extension of credit and the allowance is not allocated to specific contracts. Rather, we view the
contracts as having common characteristics and maintain a general allowance against our entire portfolio
utilizing historical collection statistics and an assessment of current credit risk in the portfolio as the basis for
the amount.
We have adopted a consistent, systematic procedure for establishing and maintaining an appropriate
allowance for credit losses for our microticket transactions. We estimate the likelihood of credit losses net of
recoveries in the portfolio at each reporting period based upon a combination of the lessee’s bureau reported
credit score at lease
18
Source: MICROFINANCIAL INC, 10-K, March 31, 2010
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inception and the current delinquency status of the account. In addition to these elements, we also consider
other relevant factors including general economic trends, trends in delinquencies and credit losses, static pool
analysis of our portfolio, trends in recoveries made on charged off accounts, and other relevant factors which
might affect the performance of our portfolio. This combination of historical experience, credit scores,
delinquency levels, trends in credit losses, and the review of current factors provide the basis for our analysis
of the adequacy of the allowance for credit losses. We take charge-offs against our receivables when such
receivables are deemed uncollectible. In general a receivable is uncollectable when it is 360 days past due
where no contact has been made with the lessee for 12 months or, if earlier, when other adverse events occur
with respect to an account. Historically, the typical monthly payment under our microticket leases has been
small and as a result, our experience is that lessees will pay past due amounts later in the process because of
the small amount necessary to bring an account current.
Income Taxes
Significant judgment is required in determining the provision for income taxes, deferred tax assets and
liabilities, and the valuation allowance recorded against net deferred tax assets. The process involves
summarizing temporary differences resulting from the different treatment of items, such as leases, for tax and
accounting purposes. In addition, our income tax calculations involve the application of complex tax
regulations in a multitude of jurisdictions. Differences between the basis of assets and liabilities result in
deferred tax assets and liabilities, which are recorded on the balance sheet. We must then assess the likelihood
that deferred tax assets will be recovered from future taxable income or tax carry-back availability and to the
extent management believes recovery is more likely than not, a valuation allowance is unnecessary.
In accordance with U.S. GAAP, uncertain tax positions taken or expected to be taken in a tax return are
subject to potential financial statement recognition based on prescribed recognition and measurement criteria.
Based on our evaluation, we concluded that there are no significant uncertain tax positions requiring
recognition in our financial statements. At December 31, 2009, there have been no material changes to the
liability for uncertain tax positions and there are no significant unrecognized tax benefits. We do not expect
our unrecognized tax positions to change significantly over the next twelve months.
Share-Based Compensation
We have adopted Financial Accounting Standards Board (“FASB”) Accounting Standard Codification
(“ASC”) Topic 718, Compensation — Stock Compensation, (formerly SFAS 123(R) — Share Based
Payments), which requires the measurement of compensation cost for all outstanding unvested share-based
awards at fair value and recognition of compensation over the service period for awards expected to vest. The
estimation of stock awards that will ultimately vest requires judgment, and to the extent actual results differ
from our estimates, such amounts will be recorded as a cumulative adjustment in the period estimates are
revised. We estimate the fair value of stock options using a Black-Scholes valuation model, consistent with
the provisions of ASC Topic 718 and Securities and Exchange Commission, (“SEC”) Staff Accounting
Bulletin No. 107 — Share Based Payments. Key input assumptions used to estimate the fair value of stock
options include the expected option term, volatility of our stock, the risk-free interest rate and our dividend
yield. Estimates of fair value are not intended to predict actual future events or the value ultimately realized
by employees who receive equity awards, and subsequent events are not indicative of the reasonableness of
the original estimates of fair value made by us under ASC Topic 718.
19
Source: MICROFINANCIAL INC, 10-K, March 31, 2010
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Results of Operations
Revenues
Income on financing leases
Rental income
Income on service contracts
Loss and damage waiver fees
Service fees and other
Interest income
Total revenues
2009
$ 29,415
8,584
676
4,136
3,340
14
$ 46,165
Change
2008
(In thousands)
27.4% $ 23,095
9,829
(12.7)
925
(26.9)
3,236
27.8
2,300
45.2
(90.0)
140
16.8% $ 39,525
Change
2007
87.7% $ 12,302
13,612
(27.8)
1,271
(27.2)
2,033
59.2
1,576
45.9
(84.0)
877
24.8% $ 31,671
Our lease contracts are accounted for as financing leases. At origination, we record the gross lease
receivable, the estimated residual value of the leased equipment, initial direct costs incurred and the unearned
lease income. Unearned lease income is the amount by which the gross lease receivable plus the estimated
residual value exceeds the cost of the equipment. Unearned lease income and initial direct costs incurred are
amortized over the related lease term using the interest method. Other revenues such as loss and damage
waiver fees, service fees relating to the leases and contracts, and rental revenues are recognized as they are
earned.
Total revenues for the year ended December 31, 2009 were $46.2 million, an increase of $6.6 million or
16.8% from the year ended December 31, 2008. Revenue from leases was $29.4 million, up $6.3 million from
the previous year as a result of the increased originations. Rental income was $8.6 million, down $1.2 million
from 2008. Other revenue components contributed $8.2 million, up $1.5 million from the previous year in
connection with the increased size in our portfolio, despite a decline in service contracts of $249,000 during
the year. The decline in rental income is primarily explained by attrition rates in the two sources of rental
income. One source is rental agreements that are originated and cancellable on a monthly basis. We have not
originated any new rental contracts since 2004. The other is the rental income that is recognized at the end of
the lease term when a lessee chooses to keep the equipment and rents it on a monthly basis. The decline in
rental contracts is the result of attrition of Leasecomm rental contracts which is partially offset by
Timepayment lease contracts coming to term and converting to rentals. We have not funded any new service
contracts since 2004; therefore this segment of revenue continues to decline.
Total revenues for the year ended December 31, 2008 were $39.5 million, an increase of $7.8 million or
24.8% from the year ended December 31, 2007. Revenue from leases was $23.1 million, up $10.8 million
from the previous year as a result of the increased originations. Rental income was $9.8 million, down
$3.8 million from 2007. Other revenue components contributed $6.6 million, up $0.8 million from the
previous year, despite a decline in interest income of $737,000 during the year. The decrease in interest
income is a result of the decrease in cash and cash equivalents on hand as well as lower rates of investment.
The decline in rental income is primarily explained by attrition rates in the two sources of rental income
described above. In addition, the decline in income from service contracts is consistent with the lack of any
new service contract originations since we resumed funding in 2004.
Selling, General and Administrative
2009
Change
2008
(Dollars in thousands)
Change
2007
Selling, general and administrative
As a percent of revenue
$ 13,371
2.4% $ 13,060
1.8% $ 12,824
29.0%
33.0%
40.5%
Our selling, general and administrative (“SG&A”) expenses include costs of maintaining corporate
functions such as accounting, finance, collections, legal, human resources, sales and underwriting, and
information systems. SG&A expenses also include commissions, service fees and other marketing costs
associated with our portfolio of leases and rental contracts. SG&A expenses increased by $311,000 or 2.4%,
for the year ended December 31, 2009, as compared to the year ended December 31, 2008. Significant factors
in the increase of the SG&A expense include
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Source: MICROFINANCIAL INC, 10-K, March 31, 2010
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increases in payroll and employee benefits of $842,000 due to the increase in headcount and an increase in
cost of equipment sold of $162,000. These increases were offset in part by decreases in: professional fees of
$231,000; recruiting expenses of $222,000; and collection expenses of $131,000.
SG&A expenses increased by $236,000 or 1.8%, for the year ended December 31, 2008, as compared to
the year ended December 31, 2007. Significant factors in the increase of the SG&A expense include increases
in: payroll and employee benefits of $171,000; bank service charges of $172,000; marketing and promotion
expenses of $122,000; collection expenses of $120,000; and postage expense of $111,000. These increases
were offset in part by decreases in: professional fees of $262,000; debt closing expense of $150,000; and sales
programs of $105,000.
Provision for Credit Losses
2009
Change
2008
(Dollars in thousands)
Change
2007
Provision for credit losses
As a percent of revenue
$ 22,039
43.9% $ 15,313
94.9% $ 7,855
47.7%
38.7%
24.8%
We maintain an allowance for credit losses on our investment in leases, service contracts and rental
contracts at an amount that we believe is sufficient to provide adequate protection against losses in our
portfolio. Our provision for credit losses increased $6.7 million or 43.9%, for the year ended December 31,
2009, as compared to the year ended December 31, 2008. Net charge-offs increased $10.6 million to
$19.9 million, or 113.8%, for the year ended December 31, 2009, as compared to the year ended
December 31, 2008. The provision was based on providing a general allowance against leases funded during
the year and our analysis of actual and expected losses in our portfolio as a whole. The increase in the
allowance reflects the growth in lease receivables associated with new lease originations, increased
delinquency levels, and the current economic climate.
Our provision for credit losses increased $7.5 million or 94.9%, for the year ended December 31, 2008,
as compared to the year ended December 31, 2007. Net charge-offs increased $1.9 million to $9.3 million, or
25.7%, for the year ended December 31, 2008, as compared to the year ended December 31, 2007. The
provision was based on providing a general allowance against leases funded during the year and our analysis
of actual and expected losses in our portfolio as a whole. The increase in the allowance reflects the growth in
lease receivables associated with new lease originations, increased delinquency levels, and the current
economic climate.
Depreciation and Amortization
2009
Change
2008
(Dollars in thousands)
Change
2007
Depreciation — fixed assets
Depreciation — rental equipment
Amortization — service contracts
Total depreciation and amortization
$
429
1,170
29
$ 1,628
12.0% $ 383
415
181.9
(83.7)
178
66.8% $ 976
280
36.8% $
695
(40.3)
(51.8)
369
(27.4)% $ 1,344
As a percent of revenue
3.5%
2.5%
4.2%
Depreciation and amortization expense consists of depreciation on fixed assets and rental equipment, and
the amortization of service contracts. Fixed assets are recorded at cost and depreciated over their expected
useful lives. Certain rental contracts are originated as a result of the renewal provisions of our lease
agreements where at the end of the lease term, the customer may elect to continue to rent the leased
equipment on a month-to-month basis. The rental equipment is recorded at its residual value and depreciated
over a term of 12 months. This term represents the estimated life of a previously leased piece of equipment
and is based upon our historical experience. In the event the contract terminates prior to the end of the
12 month period, the remaining net book value is expensed.
We have in the past offered a rental agreement, which allowed the customer, assuming the contract was
current and no event of default existed, to terminate the contract at any time by returning the equipment and
providing us with 30 days notice. These assets were recorded at cost and depreciated over an estimated life of
36 months. This term was
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Source: MICROFINANCIAL INC, 10-K, March 31, 2010
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based upon our historical experience. In the event that the contract terminated prior to the end of the 36 month
period, the remaining net book value was expensed. We have not originated any such rental contracts since
2004.
Service contracts were recorded at cost and amortized over their estimated life of 84 months. In a typical
service contract acquisition, a homeowner will purchase a home security system and simultaneously sign a
contract with the security dealer for monthly monitoring of the system. The security dealer would then sell the
rights to that monthly payment to us. We perform all of the processing, billing, collection and administrative
work on the service contract. The estimated life is based upon the expected life of such contracts in the
security monitoring industry and our historical experience. In the event the contract terminates prior to the
end of the 84 month term, the remaining net book value is expensed. We have not originated any new service
contracts since 2004.
Depreciation expense on rentals increased by $755,000 or 181.9% in connection with the TimePayment
rental portfolio, and amortization of service contracts decreased by $149,000 or 83.7%, for the year ended
December 31, 2009, as compared to the year ended December 31, 2008. The carrying value of our rental
equipment increased from $240,000 at December 31, 2008 to $379,000 at December 31, 2009. The carrying
value of our service contracts decreased from $32,000 at December 31, 2008 to $0 at December 31, 2009.
Depreciation on property and equipment increased by $46,000 or 12.0% for the year ended December 31,
2009, as compared to the year ended December 31, 2008.
Depreciation expense on rentals decreased by $280,000 or 40.3%, and amortization of service contracts
decreased by $191,000 or 51.8%, for the year ended December 31, 2008, as compared to the year ended
December 31, 2007. The carrying value of our rental equipment and service contracts decreased from
$309,000 at December 31, 2007 to $272,000 at December 31, 2008. Depreciation on property and equipment
increased by $103,000 or 36.8% for the year ended December 31, 2008, as compared to the year ended
December 31, 2007.
Interest Expense
2009
Change
2008
(Dollars in thousands)
Change
2007
Interest
As a percent of revenue
$ 2,769
171.5% $ 1,020
613.3% $ 143
6.0%
2.6%
0.5%
We pay interest on borrowings under our revolving line of credit. Interest expense increased by
$1.7 million or 171.5% for the year ended December 31, 2009, as compared to the year ended December 31,
2008. This increase resulted primarily from the increased borrowings as well as higher rates of interest on our
revolving line of credit. At December 31, 2009, we had notes payable of $51.9 million compared to notes
payable of $33.3 million at December 31, 2008. The interest rate on our revolving line of credit was 5.0% at
December 31, 2009 compared to 3.25% at December 31, 2008.
Interest expense increased by $877,000 or 613.3% for the year ended December 31, 2008, as compared to
the year ended December 31, 2007. This increase resulted primarily from the increased borrowings on our
revolving line of credit. At December 31, 2008, we had notes payable of $33.3 million compared to notes
payable of $6.5 million at December 31, 2007.
Provision for Income Taxes
2009
Provision for income taxes
As a percent of revenue
$ 2,231
4.8%
Change
2008
(In thousands)
(30.4)% $ 3,206
8.1%
Change
2007
(2.9)% $ 3,303
10.4%
The provision for income taxes, deferred tax assets and liabilities and any necessary valuation allowance
recorded against net deferred tax assets, involves summarizing temporary differences resulting from the
different treatment of items, such as leases, for tax and accounting purposes. These differences result in
deferred tax assets and liabilities which are recorded on the balance sheet. We must then assess the likelihood
that deferred tax assets
22
Source: MICROFINANCIAL INC, 10-K, March 31, 2010
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will be recovered from future taxable income or tax carry-back availability and to the extent we believe
recovery is more likely than not, a valuation allowance is unnecessary.
The provision for income taxes decreased by $975,000, or 30.4%, for the year ended December 31, 2009,
as compared to the year ended December 31, 2008. This decrease resulted primarily from the $2.8 million
decrease in income before income taxes and the release of reserves for uncertain tax positions of $445,000
due to the expiration of certain state statues of limitations. The effective tax rate for the year ended
December 31, 2009 was 35.1% compared to 35.0% for the year ended December 31, 2008.
The provision for income taxes decreased by $97,000, or 2.9%, for the year ended December 31, 2008, as
compared to the year ended December 31, 2007. This decrease resulted primarily from the $349,000 decrease
in income before income taxes. The effective tax rate for the year ended December 31, 2008 was 35.0%
compared to 34.8% for the year ended December 31, 2007.
Other Operating Data
Dealer fundings were $76.9 million during the year ended December 31, 2009, an increase of
$7.8 million or 11.3%, compared to the year ended December 31, 2008. This increase is a result of our
continuing business development efforts that include increasing the size of our vendor base and sourcing a
larger number of applications from those vendors. We funded these contracts using cash provided by
operating activities as well as net borrowings of $18.6 million against our revolving lines of credit.
Receivables due in installments, estimated residual values, net investment in service contracts, and investment
in rental equipment increased from $162.1 million at December 31, 2008 to $197.9 million at December 31,
2009, an increase of $35.8 million, or 22.1%. Unearned income increased by $6.4 million, or 13.0%, from
$49.4 million at December 31, 2008 to $55.8 million at December 31, 2009. This increase was due to the
$76.9 million in originations in 2009, representing a substantial increase over 2008. Net cash provided by
operating activities increased by $14.6 million, or 33.7%, to $57.9 million during the year ended
December 31, 2009, from the year ended December 31, 2008, due primarily to the increase in originations.
Dealer fundings were $69.0 million during the year ended December 31, 2008, an increase of
$14.4 million or 26%, compared to the year ended December 31, 2007 reflecting our business development
efforts. We funded these contracts using cash provided by operating activities as well as net borrowings of
$26.8 million against our lines of credit. Receivables due in installments, estimated residual values, net
investment in service contracts, and investment in rental equipment increased from $107.5 million at
December 31, 2007 to $162.1 million at December 31, 2008, an increase of $54.6 million, or 51%. Unearned
income increased by $14 million, or 39.5%, from $35.4 million at December 31, 2007 to $49.4 million at
December 31, 2008. This increase was due to the $69 million in originations in 2008, representing a
substantial increase over 2007. Net cash provided by operating activities increased by $12.9 million, or
42.3%, to $43.3 million during the year ended December 31, 2008, from the year ended December 31, 2007
primarily due to the increase in originations.
23
Source: MICROFINANCIAL INC, 10-K, March 31, 2010
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Selected Quarterly Data
The following is a summary of our unaudited quarterly results of operations for 2009 and 2008. This
unaudited quarterly information was prepared on the same basis as the audited Consolidated Financial
Statements and, in the opinion of our management, reflects all necessary adjustments, consisting only of
normal recurring items, necessary for a fair presentation of the information for the periods presented. The
quarterly operating results are not necessarily indicative of future results of operations, and you should read
them in conjunction with the audited Consolidated Financial Statements and Notes thereto included elsewhere
in this Annual Report on Form 10-K.
Revenues:
Income on leases
Rental income
Income on service
contracts
Loss and damage
waiver fees
Service fees and other
Interest income
Total revenues
Expenses:
Selling, general and
administrative
Provision for credit
losses
Depreciation and
amortization
Interest
Total expenses
Income before provision
for income taxes
Provision for income
taxes
Net income
Net income per common
share — basic
Net income per common
share — diluted
Dividends declared per
common share
$
$
First
Quarter
Second
Quarter
Third
Quarter
Fourth
Quarter
First
Quarter
Second
Quarter
Third
Quarter
Fourth
Quarter
2009
2008
(Unaudited)
$
6,789 $
2,209
7,098 $
2,138
7,635 $
2,124
7,893 $
2,113
4,940 $
2,752
5,596 $
2,484
6,030 $
2,330
6,529
2,263
189
175
162
150
259
240
221
205
986
671
13
10,857
1,018
699
1
11,129
1,048
1,001
—
11,970
1,084
969
—
12,209
688
549
60
9,248
768
532
27
9,647
849
632
23
10,085
931
587
30
10,545
3,572
3,492
3,349
2,958
3,239
3,198
3,260
3,363
5,453
4,993
5,437
6,156
3,357
3,060
3,782
5,114
335
516
9,876
383
661
9,529
440
751
9,977
470
841
10,425
230
152
6,978
230
234
6,722
245
310
7,597
271
324
9,072
981
1,600
1,993
1,784
2,270
2,925
2,488
1,473
378
603 $
616
984 $
767
1,226 $
470
1,314 $
713
1,557 $
1,053
1,872 $
905
1,583 $
0.04 $
0.07 $
0.09 $
0.09 $
0.11 $
0.13 $
0.11 $
0.04
0.07
0.09
0.09
0.11
0.13
0.11
—
0.05
0.05
0.05
—
0.05
0.05
535
938
0.07
0.07
0.10
24
Source: MICROFINANCIAL INC, 10-K, March 31, 2010
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Exposure to Credit Losses
The amounts in the table below represent the balance of delinquent receivables on an exposure basis for all
leases, rental contracts and service contracts in our portfolio as of December 31, 2009, 2008 and 2007. An
exposure basis aging classifies the entire receivable based on the invoice that is the most delinquent. For
example, in the case of a rental or service contract, if a receivable is 90 days past due, all amounts billed and
unpaid are placed in the over 90 days past due category. In the case of lease receivables, where the minimum
contractual obligation of the lessee is booked as a receivable at the inception of the lease, if a receivable is
90 days past due, the entire receivable, including all amounts billed and unpaid as well as the minimum
contractual obligation yet to be billed, will be placed in the over 90 days past due category.
Current
31-60 days past due
61-90 days past due
Over 90 days past due
Receivables due in
installments
December 31, 2009
December 31, 2008
(Dollars in thousands)
December 31, 2007
$ 140,000
6,233
5,336
24,046
79.7% $ 110,423
6,941
5,079
20,438
3.6
3.0
13.7
77.3% $ 75,528
4,565
3,016
9,205
4.8
3.6
14.3
81.8%
5.0
3.2
10.0
$ 175,615
100.0% $ 142,881
100.0% $ 92,314
100.0%
Liquidity and Capital Resources
General
Our lease and finance business is capital-intensive and requires access to substantial short-term and
long-term credit to fund lease originations. Since our inception, we have funded our operations primarily
through borrowings under our credit facilities, on-balance sheet securitizations, the issuance of subordinated
debt, free cash flow and the proceeds from our initial public offering completed in February 1999. We will
continue to require significant additional capital to maintain and expand our funding of leases and contracts, as
well as to fund any future acquisitions of leasing companies or portfolios. In the near term, we expect to
finance our business utilizing cash from operations, cash on hand and our revolving line of credit which
matures in August 2010. Additionally, our uses of cash include the payment of interest and principal on
borrowings, selling, general and administrative expenses, income taxes, payment of dividends, and capital
expenditures.
We generated cash flow from operations of $57.9 million for the year ended December 31, 2009,
$43.3 million for the year ended December 31, 2008, and $30.4 million for the year ended December 31, 2007.
Net cash used in investing activities was $78.0 million for the year ended December 31, 2009,
$69.5 million for the year ended December 31, 2008 and $55.2 million for the year ended December 31, 2007.
Investing activities primarily relate to the origination of leases with investments in lease contracts, direct costs,
property, and equipment.
Net cash provided by financing activities was $15.4 million for the year ended December 31, 2009,
$24.1 million for the year ended December 31, 2008 and $3.1 million for the year ended December 31, 2007.
Financing activities includes borrowings from and repayments on our various financing sources. During 2009
we borrowed $91.1 million and repaid $72.6 million. During 2008 we borrowed $87.5 million and repaid
$60.7 million. During 2007 we borrowed $11.7 million and repaid $5.1 million. In addition, we paid dividends
of $2.8 million in each of 2009, 2008 and 2007.
The maturity date of our revolving line of credit is August 2, 2010, at which time the outstanding loan
balance plus interest becomes due and payable. It is our intention to renew the current credit facility or replace
it with a new facility from another financing source under similar terms and conditions prior to the scheduled
maturity date. A failure to renew or replace the revolving credit facility under similar terms and conditions
would significantly impact our ability to originate new lease transactions and manage our operations. We can
provide no assurance in our ability to renew or to replace this line under similar terms and conditions.
25
Source: MICROFINANCIAL INC, 10-K, March 31, 2010
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Borrowings
We utilize our revolving line of credit to fund the origination and acquisition of leases. Borrowings
outstanding under our revolving line of credit consist of the following:
December 31, 2009
December 31, 2008
Amounts
Outstanding
Interest
Rate
Unused
Capacity
Maximum
Facility
Amount
Amounts
Outstanding
Interest
Rate
Unused
Capacity
Maximum
Facility
Amount
(Dollars in 000)
Revolving
credit
facility(1)
$
51,906
5.00% $
33,094 $
85,000 $
33,325
3.25% $
26,675 $
60,000
(1) The unused capacity is subject to limitations based on lease eligibility and the borrowing base formula.
On August 2, 2007, we entered into a new three-year $30 million revolving line of credit with Sovereign
based on qualified lease receivables. On July 9, 2008 we entered into an amended agreement to increase our
revolving line of credit with Sovereign to $60 million. On February 10, 2009 we entered into an amended
agreement to increase the line of credit to $85 million. The maturity date of the amended agreement is
August 2, 2010. Outstanding borrowings are collateralized by eligible lease contracts and a security interest in
all of our other assets. Until the February 2009 amendment, outstanding borrowings bore interest at Prime or
the 90-day LIBOR plus 2.75%. Following the amendment, outstanding borrowings bear interest at Prime plus
1.75% or LIBOR plus 3.75%, subject in each case to a minimum interest rate of 5%. At December 31, 2009
all of our loans were Prime Rate Loans. The interest rate on the revolving line of credit was 5.00% at
December 31, 2009. As of December 31, 2009 the qualified lease receivables eligible under the borrowing
base exceeded the $85 million revolving line of credit. The revolving line of credit has financial covenants
that we must comply with to obtain funding and avoid an event of default. As of December 31, 2009, we
believe that we were in compliance with all covenants under the revolving line of credit.
Prior to obtaining the Sovereign revolving line of credit, on September 29, 2004, we entered into a
three-year senior secured revolving line of credit with CIT under which we could borrow a maximum of
$30 million based upon qualified lease receivables. Outstanding borrowings bore interest at Prime plus 1.5%
or at the 90-day LIBOR plus 4.0%. The Prime at December 31, 2006 was 8.25%. The 90-day LIBOR rate at
December 31, 2006 was 5.36%. As of December 31, 2006, the interest rate on the CIT line of credit was
9.75%, and we were in compliance with all covenants under the CIT credit facility. On July 20, 2007, by
mutual agreement between CIT and us, we paid off and terminated the CIT line of credit without penalty.
Financial Covenants
Our Sovereign revolving line of credit, like our prior facilities, has financial covenants that we must
comply with in order to obtain funding through the facility and to avoid an event of default. These include
requirements that we (i) maintain a ratio of our consolidated net earnings before interest, taxes and
non-recurring non-cash items, as calculated under the agreement, to our consolidated interest expense of not
less than 2:1 as of the end of any fiscal quarter; (ii) maintain consolidated tangible capital base (defined to
mean our consolidated tangible net worth, as calculated under the agreement, plus subordinated debt) at
minimum levels, which are increased from quarter to quarter in relation to our net income and any equity
capital we receive; (iii) maintain a leverage ratio (defined to mean the ratio of consolidated total liabilities,
less subordinated debt, to consolidated tangible net worth, plus subordinated debt) of 3.75:1 during fiscal
2009 and 4:1 during 2010; and (iv) not permit the amount of receivables over 90 days past due to exceed
18.75% of gross lease installments. The revolving line of credit also contains other affirmative and negative
covenants, including a restriction on our ability to incur or guaranty indebtedness, dispose of or acquire assets
or engage in a merger transaction, or make certain restricted payments. As of December 31, 2009, we believe
that we were in compliance with all covenants in our borrowing relationships.
26
Source: MICROFINANCIAL INC, 10-K, March 31, 2010
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Contractual Obligations and Lease Commitments
The following table summarizes our contractual cash obligations at December 31, 2009 and the effect
such obligations are expected to have on our liquidity and cash flow in future periods (in thousands):
Contractual Obligations
Revolving line of credit
Operating lease obligations
Capital lease obligations
Total
Contractual Obligations
Payments Due
Less than
Payments
Due
Payments
Due
Payments
Due After
Total
1 Year
1-3 Years
4-5 Years
5 Years
$ 51,906 $
237
96
$ 52,239 $
51,906 $
237
70
52,213 $
— $
—
26
26 $
— $
—
—
0 $
—
—
—
0
We have entered into various agreements, such as debt and operating lease agreements that require future
payments. During the year ended December 31, 2009 we had net borrowings of $18.6 million against our
revolving line of credit. The $51.9 million of outstanding borrowings as of December 31, 2009 will be repaid
by the daily application of TimePayment receipts to our outstanding balance. Our future minimum lease
payments under non-cancelable operating leases are $237,000 annually for the year 2010. Our future
minimum lease payments under capital leases are $70,000, $25,000 and $1,000 for the years ended
December 31, 2010, 2011 and 2012 respectively.
Lease Commitments
We accept lease applications on daily basis and have a pipeline of applications that have been approved,
where a lease has not been originated. Our commitment to lend does not become binding until all of the steps
in the lease origination process have been completed, including but not limited to the receipt of a complete
and accurate lease document, all required supporting information and successful verification with the lessee.
Since we fund on the same day a lease is successfully verified, we have no firm outstanding commitments to
lend.
Market Risk and Financial Instruments
The following discussion about our risk management activities includes forward-looking statements that
involve risk and uncertainties. Actual results could differ materially from those projected in the
forward-looking statements. In the normal course of operations, we also face risks that are either
non-financial or non-quantifiable. Such risks principally include credit risk and legal risk, and are not
represented in the analysis that follows.
The implicit yield on all of our leases and contracts is on a fixed interest rate basis due to the leases and
contracts having scheduled payments that are fixed at the time of origination. When we originate or acquire
leases or contracts, we base our pricing in part on the spread we expect to achieve between the implicit yield
on each lease or contract and the effective interest rate we expect to incur in financing such lease or contract
through our credit facility. Increases in interest rates during the term of each lease or contract could narrow or
eliminate the spread, or result in a negative spread.
Given the relatively short average life of our leases and contracts, our goal is to maintain a blend of fixed
and variable interest rate obligations which limits our interest rate risk. As of December 31, 2009, we have
repaid all of our fixed-rate debt and have $51.9 million of outstanding variable interest rate obligations under
our Sovereign revolving line of credit.
Our Sovereign line of credit bears interest at rates which fluctuate with changes in the Prime or the
LIBOR; therefore, our interest expense is sensitive to changes in market interest rates. The effect of a 10%
adverse change in market interest rates, sustained for one year, on our interest expense would be immaterial.
We maintain an investment portfolio in accordance with our investment policy guidelines. The primary
objectives of the investment guidelines are to preserve capital, maintain sufficient liquidity to meet our
operating needs, and to maximize return. We minimize investment risk by limiting the amount invested in any
single security and by focusing on conservative investment choices with short terms and high credit quality
standards. We do not
27
Source: MICROFINANCIAL INC, 10-K, March 31, 2010
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use derivative financial instruments or invest for speculative trading purposes. Investment activity in 2009
was very limited given the lack of cash on hand to invest and the relatively low investment rates being
offered.
Recently Issued Accounting Pronouncements
In June 2009, the Financial Accounting Standards Board (“FASB”) issued Statement of Financial
Accounting Standards (“SFAS”) No. 168, “The FASB Accounting Standards Codification and the hierarchy
of Generally Accepted Accounting Principles” which was codified into FASB ASC 105-10-65. This topic
established the FASB Accounting Standards Codification as the source of authoritative accounting principles
recognized by the FASB to be applied by non governmental entities in the preparation of financial statements
in conformity with GAAP. Rules and interpretive releases of the Securities and Exchange Commission (SEC)
under authority of federal securities laws are also sources of authoritative GAAP for SEC registrants.
Following this statement, the Board will not issue new standards in the forms of Statements, FASB Staff
Positions, or Emerging Issues Task Force Abstracts. Instead it will issue Accounting Standards Updates. This
statement is effective for financial statements issued for interim and annual periods ending after
September 15, 2009.
In June 2008, the FASB issued Emerging Issues Task Force (“EITF”) 03-6-1,“Determining Whether
Instruments Granted in Share-Based Payment Transactions Are Participating Securities”, effective for fiscal
years beginning after December 15, 2008. This standard was subsequently codified into FASB ASC Topic
260 Earning Per Share. ASC Topic 260 clarifies that unvested share-based awards that contain nonforfeitable
rights to dividends or dividend equivalents (whether paid or unpaid) are participating securities and shall be
included in computation of EPS pursuant to the two class method. The adoption of the content of ASC Topic
260 (EITF 03-6-1) did not have a material effect on our consolidated financial position or results of
operations.
In June 2008, the FASB issued EITF 07-05, “Determining Whether an Instrument (or Embedded Feature)
is Indexed to an Entity’s Own Stock”, which was codified into FASB ASC Topic 815, Derivatives and
Hedging, effective for fiscal years beginning after December 15, 2008, and interim periods within those fiscal
years. This topic addresses the determination of whether an instrument (or an embedded feature) is indexed to
an entity’s own stock. If an instrument (or an embedded feature) that has the characteristics of a derivative
instrument under the relative paragraphs of FASB ASC 815 is indexed to an entity’s own stock, it is still
necessary to evaluate whether it is classified in stockholders’ equity (or would be classified in stockholders’
equity if it were a freestanding instrument). The guidance in this topic shall be applied to outstanding
instruments as of the beginning of the fiscal year in which this Issue is initially applied. The cumulative effect
of the change in accounting principle shall be recognized as an adjustment to the opening balance of retained
earnings (or other appropriate components of equity or net assets in the statement of financial position) for
that fiscal year, presented separately. However, in circumstances in which a previously bifurcated embedded
conversion option in a convertible debt instrument no longer meets the bifurcation criteria in FASB ASC
Topic 815 at initial application of this topic, the carrying amount of the liability for the conversion option
(that is, its fair value on the date of adoption) shall be reclassified to shareholders’ equity. Any debt discount
that was recognized when the conversion option was initially bifurcated from the convertible debt instrument
shall continue to be amortized. The adoption of the content of ASC Topic 815 did not have a material effect
on our consolidated financial position or results of operations.
Effective March 31, 2009, we have early adopted FASB Staff Position (“FSP”) FAS 107-1 and
Accounting Principles Board (“APB”) 28-1, Interim Disclosures about Fair Value of Financial Instruments —
an amendment to FASB Statement No. 107 (FAS 107) and APB Opinion No. 28 (APB 28) which were
codified into ASC Topics 825 Financial Instruments and 270 Interim Reporting. The FSP amends FAS 107,
Disclosures about Fair Value of Financial Instruments, to require disclosures about fair value of financial
instruments for interim reporting periods of publicly traded companies as well as in annual financial
statements. This also amends APB 28, Interim Financial Reporting, to require those disclosures in
summarized financial information at interim reporting periods. The adoption of the content of ASC Topic 825
and ASC Topic 270 has been included in the disclosures in this Form 10-K and previously filed 10-Q’s.
In April 2009, the FASB issued FSP 157-4, “Determining Fair Value When the Volume and Level of
Activity for the Asset or Liability Have Significantly Decreased and Identifying Transactions That Are Not
Orderly” which provides further clarification for guidance provided regarding measurement of fair values of
assets and liabilities
28
Source: MICROFINANCIAL INC, 10-K, March 31, 2010
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when the market activity has significantly decreased and in identifying transactions that are not orderly. This
was codified into ASC Topic 820 Fair Value Measurements. The adoption of the content of this ASC topic
did not have a material effect on our consolidated financial position or results of operations.
In April 2009, the FASB issued FSP FAS 115-2 and FAS 124-2 , “Recognition and Presentation of
Other-than-Temporary Impairments” which was codified into ASC 320, Investments — Debt and Equity
Securities This topic amends the other-than-temporary impairment guidance in GAAP for debt securities to
make the guidance more operational and to improve the presentation and disclosure of other-than-temporary
impairments on debt and equity securities in the financial statements. This ASC does not amend existing
recognition and measurement guidance related to other-than- temporary impairments of equity securities. The
adoption of this ASC topic did not have a material effect on our consolidated financial position or results of
operations.
In August 2009, the FASB issued Accounting Standards Update (“ASU”) 2009-5, which content has
been included in FASB ASC Topic 820, Fair Value Measurements and Disclosures, Measuring Liabilities at
Fair Value, which provides clarification that in circumstances in which a quoted price in an active market for
the identical liability is not available, a reporting entity is required to measure fair value using a valuation
technique. The guidance provided in this update is effective for the first reporting period beginning after
issuance. Management is currently evaluating the content of ASC Topic 820 to determine if it will have a
material impact on the Company’s future financial statements.
In May 2009, the FASB issued Statement No. 165, Subsequent Events (“SFAS 165”) which was codified
into FASB ASC 855, Subsequent Events. This topic establishes general standards of accounting for and
disclosure of events that occur after the balance sheet date, but before financial statements are issued or are
available to be issued. The Statement is effective for interim and annual fiscal periods ending after June 15,
2009. The Company has evaluated the effect of the adoption of this standard and has concluded it has no
material effect on our financial position or results of operations. In February 2010, the FASB issued ASU
2010-09 to further amend the Subsequent Events Topic of the FASB. ASU 2010-09 removed the requirement
for an entity that is an SEC filer to disclose the date through which subsequent events have been evaluated.
We have evaluated events and transactions that have occurred after the balance sheet date through the
issuance date of these financial statements to determine if financial statement recognition or additional
disclosure is required.
In January 2010 the FASB issued Accounting Standard Update No. 2010-06, “Fair Value Measurements
and Disclosures. This update provides amendments to Subtopic 820-10 that require new disclosures as
follows: 1 — Transfers in and out of Levels 1 and 2. A reporting entry should disclose separately the amounts
of significant transfers in and out of Level 1 and Level 2 fair value measurements and describe the reasons for
the transfers. 2 — Activity in Level 3 fair value measurements. In the reconciliation for fair value
measurements using significant unobservable inputs (Level 3), a reporting entity should present separately
information about purchases, sales, issuances, and settlements (that is, on a gross basis rather than as one net
number). The new disclosures and clarifications of existing disclosures are effective for interim and annual
reporting periods beginning after December 15, 2009, except for the disclosures about purchases, sales,
issuances, and settlements in the rollforward of activity in Level 3 fair value measurements. Those disclosures
are effective for fiscal years beginning after December 15, 2010, and for interim periods within those fiscal
years. Management is currently evaluating update No. 2010-06 to determine if it will have a material impact
on the Company’s future financial statements.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk
See Item 7, under the caption Market Risk and Financial Instruments.
Item 8. Financial Statements and Supplementary Data
Our Financial Statements, together with the related report of our Independent Registered Public
Accounting Firm, appear on pages F-1 through F-23 of this Form 10-K.
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
Not applicable.
29
Source: MICROFINANCIAL INC, 10-K, March 31, 2010
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Item 9A. Controls and Procedures
Disclosure controls and procedures
As of the end of the period covered by this report, we carried out an evaluation, under the supervision and
with the participation of our management, including our Chief Executive Officer and Chief Financial Officer,
of the effectiveness of the design and operation of our disclosure controls and procedures pursuant to
Rule 13a-15 under the Exchange Act. Based upon the evaluation, our Chief Executive Officer and Chief
Financial Officer concluded that our disclosure controls and procedures are effective. Disclosure controls and
procedures are controls and procedures that are designed to ensure that information required to be disclosed in
our reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported
within the time periods specified in the Securities and Exchange Commission’s rules and forms.
Management’s Report on Internal Control over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial
reporting, as such term is defined in Rule 13a-15(f) under the Exchange Act. Internal control over financial
reporting is defined as a process designed by, or under the supervision of, our executive officers and effected
by our board of directors, management and other personnel, to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of financial statements for external purposes in
accordance with generally accepted accounting principles.
Under the supervision and with the participation of our management, including our executive officers, we
assessed as of December 31, 2009, the effectiveness of our internal control over financial reporting. This
assessment was based on criteria established in Internal Control-Integrated Framework issued by the
Committee of Sponsoring Organizations of the Treadway Commission. Based on our assessment using those
criteria, our management concluded that our internal control over financial reporting as of December 31, 2009
was effective.
This annual report does not include an attestation report of our registered public accounting firm
regarding internal control over financial reporting. Management’s report was not subject to attestation by our
registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission
that permit us to provide only management’s report in this annual report.
Change in Internal Control over Financial Reporting
During the fourth quarter of our fiscal year ended December 31, 2009, no changes were made in our
internal control over financial reporting that materially affected, or are reasonably likely to materially affect,
our internal control over financial reporting.
Item 9B. Other Information
Not applicable.
30
Source: MICROFINANCIAL INC, 10-K, March 31, 2010
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PART III
Item 10. Directors, Executive Officers and Corporate Governance
The information appearing in our proxy statement for the 2010 Special Meeting in Lieu of Annual
Meeting of Stockholders to be filed on or before April 30, 2010 (the “2010 Proxy Statement”) under the
headings, “Section 16(a) Beneficial Ownership Reporting Compliance,” “Governance of the Corporation”
and “Proposal 1 — Election of Directors,” included in our proxy statement for the 2010 Special Meeting in
Lieu of Annual Meeting of Stockholders to be filed with the Securities and Exchange Commission on or
before April 30, 2010, is hereby incorporated by reference. The information under the heading “Executive
Officers” in Part I, Item 1 of this Annual Report on Form 10-K is also incorporated by reference in this item.
Item 11. Executive Compensation
The information appearing in our 2010 Proxy Statement under the headings “Compensation Discussion
and Analysis,” “Compensation Committee Report,” “Compensation of Executive Officers” and
“Compensation of Directors” is hereby incorporated by reference.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder
Matters
The information appearing in our 2010 Proxy Statement under the heading, “Security Ownership of
Certain Beneficial Owners and Management”, is hereby incorporated by reference.
The following table summarizes information, as of December 31, 2009, relating to our equity
compensation plans pursuant to which grants of options, restricted stock, restricted stock units or other rights
to acquire shares may be granted from time to time.
Equity Compensation Plan Information
Number of
Securities
to be Issued
Upon Exercise
of Outstanding
Options,
Warrants
and Rights
(a)
Weighted-Average
Exercise Price of
Outstanding
Options,
Warrants and
Rights(2)
(b)
Future Issuance
Under Equity
Compensation Plans
(Excluding Securities
Reflected in
Column (a))
(c)
1,258,028 $
—
1,258,028 $
6.38
—
6.38
579,479
—
579,479
Plan Category
Equity compensation plans approved
by security holders(1)
Equity compensation plans not
approved by security holders
Total
(1) Includes our 1998 Equity Incentive Plan (which was approved by stockholders at the 2001 special
meeting of stockholders in lieu of annual meeting) and our 2008 Equity Incentive Plan (which was
approved by our stockholders at the 2008 special meeting of stockholders in lieu of annual meeting). The
number of securities available for future issuance will be reduced by three for each share of restricted
stock or other “full share” award made to an employee of the Company, and by one for any option
granted or for any award made to non-employee directors, under the terms of our 2008 Equity Incentive
Plan.
(2) Weighted average exercise price of outstanding options; excludes restricted stock.
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Item 13. Certain Relationships and Related Transactions and Director Independence
The information appearing in our 2010 Proxy Statement under the headings “Governance of the
Corporation — Certain Relationships and Related Person Transactions” and “— Determination of Director
Independence” is hereby incorporated by reference.
Item 14. Principal Accountant Fees and Services
The information appearing in our 2010 Proxy Statement under the heading “Proposal 2 — Ratification of
the Selection of MicroFinancial’s Independent Registered Public Accounting Firm” is hereby incorporated by
reference.
32
Source: MICROFINANCIAL INC, 10-K, March 31, 2010
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Item 15. Exhibits and Financial Statement Schedules
(a) (1) Financial Statements
PART IV
Our Financial Statements, together with the related report of the Independent Registered Public
Accounting Firm, appear at pages F-1 through F-23 of this Form 10-K
(2) None
(3) Exhibits Index
Exhibit
Number
3.1
3.2
10.1
10.2
10.3
10.4
10.5.1
10.5.2
10.5.3
10.5.4
10.6.1*
10.6.2*
Description
Restated Articles of Organization, as amended. Incorporated by reference to the Exhibit with
the same exhibit number in the Registrant’s Registration Statement on Form S-1 (Registration
Statement No. 333-56639) filed with the Securities and Exchange Commission on June 9,
1998.
Restated Bylaws, as amended. Incorporated by reference to Exhibit 3.2 in the Registrant’s
Annual Report on Form 10-K filed with the Securities and Exchange Commission on
March 28, 2007.
Warrant Purchase Agreement dated April 14, 2003 among the Company, Fleet National Bank,
as agent, and the other Lenders named therein. Incorporated by reference to Exhibit 10.2 in the
Registrant’s Quarterly Report on Form 10-Q filed with the Securities and Exchange
Commission on May 15, 2003.
Form of Warrants to purchase Common Stock of the Company issued April 14, 2003.
Incorporated by reference to Exhibit 10.3 in the Registrant’s Quarterly Report on Form 10-Q
filed with the Securities and Exchange Commission on May 15, 2003.
Co-Sale Agreement dated April 14, 2003 among the Company, Peter R. Bleyleben, Torrence
C. Harder, Brian E. Boyle, Richard F. Latour, Alan J. Zakon, and James R. Jackson, Jr., and
the Lenders named therein. Incorporated by reference to Exhibit 10.4 in the Registrant’s
Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on
May 15, 2003.
Registration Rights Agreement dated April 14, 2003 among the Company and the Lenders
named therein. Incorporated by reference to Exhibit 10.5 in the Registrant’s Quarterly Report
on Form 10-Q filed with the Securities and Exchange Commission on May 15, 2003.
Commercial Lease, dated November 3, 1998, between Cummings Properties Management, Inc.
and MicroFinancial Incorporated. Incorporated by reference to Exhibit 10.25 in the
Registrant’s Amendment No. 2 to Registration Statement on Form S-1 (Registration Statement
No. 333-56639) filed with the Securities and Exchange Commission on January 11, 1999.
Amendment to Lease #1, dated November 3, 1998, between Cummings Properties
Management, Inc. and MicroFinancial Incorporated. Incorporated by reference to Exhibit 10.26
in the Registrant’s Amendment No. 2 to Registration Statement on Form S-1 (Registration
Statement No. 333-56639) filed with the Securities and Exchange Commission on January 11,
1999.
Lease Extension for the facility at 10-M Commerce Way, Woburn, MA dated September 16,
2003 among MicroFinancial Incorporated and Cummings Properties, LLC. Incorporated by
reference to Exhibit 10.1 in the Registrant’s Quarterly Report on Form 10-Q filed with the
Securities and Exchange Commission on November 14, 2003.
Lease Extension #2 for the facility at 10-M Commerce Way, Woburn, MA dated July 15, 2005
among MicroFinancial Incorporated and Cummings Properties, LLC. Incorporated by
reference to Exhibit 10.1 in the Registrant’s Quarterly Report on Form 10-Q filed with the
Securities and Exchange Commission on August 12, 2005.
1998 Equity Incentive Plan. Incorporated by reference to Exhibit 10.12 in the Registrant’s
Amendment No. 2 to Registration Statement on Form S-1 (Registration Statement
No. 333-56639) filed with the Securities and Exchange Commission on January 11, 1999.
Form of Restricted Stock Agreement grant under 1998 Equity Incentive Plan. Incorporated by
reference to Exhibit 10.27 in the Registrant’s Annual Report on Form 10-K filed with the
Securities and Exchange Commission on March 30, 2004.
33
Source: MICROFINANCIAL INC, 10-K, March 31, 2010
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Exhibit
Number
10.6.3*
10.6.4*
10.6.5*
10.6.6†
10.7*
10.8.1*
10.8.2*
10.9.1*
10.9.2*
10.10.1*
10.10.2*
10.11.1*
10.11.2*
10.12
10.13
10.14.1
10.14.2
10.14.3
Description
Form of incentive stock option agreement under 1998 Equity Incentive Plan. Incorporated by
reference to Exhibit 10.6.3 in the Registrant’s Annual Report on Form 10-K filed with the
Securities and Exchange Commission on March 28, 2007.
Form of non-qualified stock option agreement under 1998 Equity Incentive Plan. Incorporated
by reference to Exhibit 10.6.4 in the Registrant’s Annual Report on Form 10-K filed with the
Securities and Exchange Commission on March 28, 2007.
MicroFinancial Incorporated 2008 Equity Incentive Plan. Incorporated by reference to
Exhibit 10.1 in the Registrant’s Form 8-K filed with the Securities and Exchange Commission
on May 16, 2008.
Form of restricted stock unit (RSU) agreement under the MicroFinancial Incorporated 2008
Equity Incentive Plan.
Compensatory Arrangements for Non-Employee Directors. Incorporated by reference to
Exhibit 10.15 in the Registrant’s Annual Report on Form 10-K filed with the Securities and
Exchange Commission on March 31, 2009.
Amended and Restated Employment Agreement between the Company and Richard F. Latour
dated March 15, 2004. Incorporated by reference to Exhibit 10.8 in the Registrant’s Annual
Report on Form 10-K filed with the Securities and Exchange Commission on March 28, 2007.
Amendment to Employment Agreement between the Company and Richard F. Latour dated
December 24, 2008. Incorporated by reference to Exhibit 10.8.2 in the Registrant’s Annual
Report on Form 10-K filed with the Securities and Exchange Commission on March 31, 2009.
Employment Agreement between the Company and James R. Jackson, Jr. dated May 4, 2005.
Incorporated by reference to Exhibit 10.3 in the Registrant’s Quarterly Report on Form 10-Q
filed with the Securities and Exchange Commission on August 12, 2005.
Amendment to Employment Agreement between the Company and James R. Jackson dated
December 24, 2008. Incorporated by reference to Exhibit 10.9.2 in the Registrant’s Annual
Report on Form 10-K filed with the Securities and Exchange Commission on March 31, 2009.
Employment Agreement between the Company and Stephen Constantino dated May 4, 2005.
Incorporated by reference to Exhibit 10.4 in the Registrant’s Quarterly Report on Form 10-Q
filed with the Securities and Exchange Commission on August 12, 2005.
Amendment to Employment Agreement between the Company and Stephen Constantino
dated December 24, 2008. Incorporated by reference to Exhibit 10.10.2 in the Registrant’s
Annual Report on Form 10-K filed with the Securities and Exchange Commission on
March 31, 2009.
Employment Agreement between the Company and Steven LaCreta dated May 4, 2005.
Incorporated by reference to Exhibit 10.5 in the Registrant’s Quarterly Report on Form 10-Q
filed with the Securities and Exchange Commission on August 12, 2005.
Amendment to Employment Agreement between the Company and Steven LaCreta dated
December 24, 2008. Incorporated by reference to Exhibit 10.11.2 in the Registrant’s Annual
Report on Form 10-K filed with the Securities and Exchange Commission on March 31, 2009.
Registration Rights Agreement dated June 10, 2004 by and among MicroFinancial
Incorporated, Acorn Capital Group, LLC and Ampac Capital Solutions, LLC. Incorporated by
reference to Exhibit 10.12 in the Registrant’s Form 8-K filed on June 15, 2004.
Registration Rights Agreement dated as of September 29, 2004, by and between
MicroFinancial Incorporated and The CIT Group/Commercial Services, Inc., as Holder.
Incorporated by reference to Exhibit 10.10 in the Registrant’s Form 8-K filed on October 4,
2004.
Credit Agreement dated August 2, 2007. Incorporated by reference to Exhibit 10.1 in the
Registrant’s Form 8-K filed on August 8, 2007.
Unlimited Guaranty of Registrant dated August 2, 2007. Incorporated by reference to
Exhibit 10.2 in the Registrant’s Form 8-K filed on August 8, 2007.
Unlimited Guaranty of Leasecomm dated August 2, 2007. Incorporated by reference to
Exhibit 10.3 in the Registrant’s Form 8-K filed on August 8, 2007.
34
Source: MICROFINANCIAL INC, 10-K, March 31, 2010
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Exhibit
Number
Description
10.14.4
10.14.5
10.14.6
10.14.7
10.14.8
10.14.9
10.14.10
10.14.11
10.14.12
10.14.13
10.14.14
10.14.15
10.14.16
10.14.17
10.14.18
10.14.19
21.1†
23.1†
31.1†
31.2†
32.1†
32.2†
Security Agreement between Borrower and Agent dated August 2, 2007. Incorporated by
reference to Exhibit 10.4 in the Registrant’s Form 8-K filed on August 8, 2007.
Security Agreement between Registrant and Agent dated August 2, 2007. Incorporated by
reference to Exhibit 10.5 in the Registrant’s Form 8-K filed on August 8, 2007.
Security Agreement between Leasecomm and Agent dated August 2, 2007. Incorporated by
reference to Exhibit 10.6 in the Registrant’s Form 8-K filed on August 8, 2007.
Trademark Security Agreement and License dated August 2, 2007 by Borrower. Incorporated
by reference to Exhibit 10.7 in the Registrant’s Form 8-K filed on August 8, 2007.
Trademark Security Agreement and License dated August 2, 2007 by Registrant. Incorporated
by reference to Exhibit 10.8 in the Registrant’s Form 8-K filed on August 8, 2007.
Trademark Security Agreement and License dated August 2, 2007 by Leasecomm.
Incorporated by reference to Exhibit 10.9 in the Registrant’s Form 8-K filed on August 8,
2007.
Pledge Agreement of Registrant dated August 2, 2007. Incorporated by reference to
Exhibit 10.10 in the Registrant’s Form 8-K filed on August 8, 2007.
Amended and Restated Credit Agreement dated July 9, 2008. Incorporated by reference to
Exhibit 10.10 in the Registrant’s Form 8-K filed on July 15, 2008.
Agreement and Amendment No. 1 to Amended and Restated Credit Agreement dated
February 10, 2009. Incorporated by reference to Exhibit 10.1 in the Registrant’s Form 8-K
filed on February 17, 2009)
Additional Lender Supplement dated February 10, 2009. Incorporated by reference to
Exhibit 10.2 in the Registrant’s Form 8-K filed on February 17, 2009.
Commitment Increase Supplement dated February 10, 2009. Incorporated by reference to
Exhibit 10.3 in the Registrant’s Form 8-K filed on February 17, 2009.
Sovereign Note dated July 9, 2008. Incorporated by reference to Exhibit 10.14 in the
Registrant’s Annual Report on Form 10-K filed with the Securities and Exchange
Commission on March 31, 2009.
TD Banknorth Note dated July 9, 2008. Incorporated by reference to Exhibit 10.14 in the
Registrant’s Annual Report on Form 10-K filed with the Securities and Exchange
Commission on March 31, 2009.
Commerce Bank & Trust Company Note dated February 10, 2009. Incorporated by reference
to Exhibit 10.14 in the Registrant’s Annual Report on Form 10-K filed with the Securities and
Exchange Commission on March 31, 2009.
Danversbank Note dated February 10, 2009. Incorporated by reference to Exhibit 10.14 in the
Registrant’s Annual Report on Form 10-K filed with the Securities and Exchange
Commission on March 31, 2009.
Wells Fargo Bank Note dated February 10, 2009. Incorporated by reference to
Exhibit 10.14.15 in the Registrant’s Annual Report on Form 10-K filed with the Securities
and Exchange Commission on March 31, 2009.
Subsidiaries of Registrant
Consent of Caturano and Company, P.C.
Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of
2002.
Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of
2002.
Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
† Filed herewith.
* Management contract or compensatory plan or arrangement required to be filed as an exhibit pursuant to
Item 14(c) of this Report.
(b) See (a) (3) above.
(c) None.
35
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Pursuant to the requirements of Section 13 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.
SIGNATURES
MICROFINANCIAL INCORPORATED
By:
/s/ RICHARD F. LATOUR
President and Chief Executive Officer
By:
/s/ JAMES R. JACKSON JR.
Vice President and Chief Financial Officer
Date: March 31, 2010
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below
by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.
Signature
Title
Date
/s/ PETER R. BLEYLEBEN
Chairman of the Board of Directors
March 31,
2010
Peter R. Bleyleben
/s/ RICHARD F. LATOUR
President, Chief Executive Officer,
Treasurer, Clerk, Secretary and Director
March 31,
2010
Richard F. Latour
/s/ JAMES R. JACKSON JR.
James R. Jackson Jr.
/s/ BRIAN E. BOYLE
Brian E. Boyle
/s/ JOHN W. EVERETS
John W. Everets
/s/ TORRENCE C. HARDER
Torrence C. Harder
/s/ FRITZ VON MERING
Fritz Von Mering
/s/ ALAN J. ZAKON
Alan J. Zakon
Vice President and Chief Financial
Officer
March 31,
2010
Director
Director
Director
Director
Director
March 31,
2010
March 31,
2010
March 31,
2010
March 31,
2010
March 31,
2010
Source: MICROFINANCIAL INC, 10-K, March 31, 2010
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36
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MICROFINANCIAL INCORPORATED
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
Report of Independent Registered Public Accounting Firm
Financial Statements Consolidated Balance Sheets as of December 31, 2009 and 2008
Consolidated Statements of Operations for the Years Ended December 31, 2009, 2008 and 2007
Consolidated Statements of Stockholders’ Equity for the Years Ended December 31, 2009, 2008 and
2007
Consolidated Statements of Cash Flows for the Years Ended December 31, 2009, 2008 and 2007
Notes to Consolidated Financial Statements
F-2
F-3
F-4
F-5
F-6
F-7
F-1
Source: MICROFINANCIAL INC, 10-K, March 31, 2010
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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Stockholders of
MicroFinancial Incorporated:
We have audited the accompanying consolidated balance sheets of MicroFinancial Incorporated and its
subsidiaries (the “Company”) as of December 31, 2009 and 2008, and the related consolidated statements of
operations, stockholders’ equity and cash flows for the years ended December 31, 2009, 2008 and 2007.
These consolidated financial statements are the responsibility of the Company’s management. Our
responsibility is to express an opinion on these consolidated financial statements based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight
Board (United States). Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material misstatement. The Company was not
required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our
audit included consideration of internal control over financial reporting as a basis for designing audit
procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the
effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such
opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements, assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation. We believe that our audits
provide a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above present fairly, in all material
respects, the financial position of the Company as of December 31, 2009 and 2008, and the results of its
operations, changes in stockholders’ equity and its cash flows for the years ended December 31, 2009, 2008
and 2007 in conformity with accounting principles generally accepted in the United States of America.
/s/ CATURANO AND COMPANY, P.C.
Boston, MA
March 31, 2010
F-2
Source: MICROFINANCIAL INC, 10-K, March 31, 2010
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MICROFINANCIAL INCORPORATED
CONSOLIDATED BALANCE SHEETS
ASSETS
December 31,
2009
2008
(In thousands,
except share
and per share data)
$
$
391
834
5,047
528
Cash and cash equivalents
Restricted cash
Net investment in leases:
Receivables due in installments
Estimated residual value
Initial direct costs
Less:
Advance lease payments and deposits
Unearned income
Allowance for credit losses
Net investment in leases
Investment in service contracts, net
Investment in rental contracts, net
Property and equipment, net
Other assets
Total assets
175,615
19,014
1,509
(2,411)
(55,821)
(13,856)
124,050
—
379
699
744
127,097
51,906
2,011
93
—
1,250
209
4,863
60,332
$
$
142,881
15,257
1,211
(982)
(49,384)
(11,722)
97,261
32
240
759
983
104,850
33,325
1,648
125
702
1,308
8
3,396
40,512
$
LIABILITIES AND STOCKHOLDERS’ EQUITY
$
Revolving line of credit
Accounts payable
Capital lease obligation
Dividends payable
Other liabilities
Income taxes payable
Deferred income taxes
Total liabilities
Commitments and contingencies (Note H)
Stockholders’ equity:
Preferred stock, $.01 par value; 5,000,000 shares authorized; no shares
issued at December 31, 2009 and 2008
Common stock, $.01 par value; 25,000,000 shares authorized; 14,174,326
and 14,038,257 shares issued and outstanding at December 31, 2009
and 2008, respectively
Additional paid-in capital
Retained earnings
Total stockholders’ equity
Total liabilities and stockholders’ equity
—
—
142
46,197
20,426
66,765
127,097
$
$
140
45,774
18,424
64,338
104,850
The accompanying notes are an integral part of the consolidated financial statements.
F-3
Source: MICROFINANCIAL INC, 10-K, March 31, 2010
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MICROFINANCIAL INCORPORATED
CONSOLIDATED STATEMENTS OF OPERATIONS
Revenues:
Income on financing leases
Rental income
Income on service contracts
Loss and damage waiver fees
Service fees and other
Interest income
Total revenues
Expenses:
Selling, general and administrative
Provision for credit losses
Depreciation and amortization
Interest
Total expenses
Income before provision for income taxes
Provision for income taxes
Net income
Net income per common share — basic
Net income per common share — diluted
Year Ended December 31,
2009
2007
2008
(In thousands, except share and per share data)
$
$
$
$
29,415 $
8,584
676
4,136
3,340
14
46,165
13,371
22,039
1,628
2,769
39,807
6,358
2,231
4,127 $
0.29 $
0.29 $
23,095 $
9,829
925
3,236
2,300
140
39,525
13,060
15,313
976
1,020
30,369
9,156
3,206
5,950 $
0.42 $
0.42 $
12,302
13,612
1,271
2,033
1,576
877
31,671
12,824
7,855
1,344
143
22,166
9,505
3,303
6,202
0.45
0.44
Weighted average shares outstanding — basic
14,147,436
14,002,045
13,922,974
Weighted average shares outstanding — diluted
14,261,644
14,204,105
14,149,634
Dividends declared per common share
$
0.15 $
0.20 $
0.20
The accompanying notes are an integral part of the consolidated financial statements.
F-4
Source: MICROFINANCIAL INC, 10-K, March 31, 2010
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MICROFINANCIAL INCORPORATED
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
Years Ended December 31, 2007, 2008 and 2009
Additional
Balance at December 31, 2006
Warrant exercises
Purchase and retirement of
shares
Stock issued for deferred
compensation
Restricted stock granted
Stock-based compensation
Amortization of unearned
compensation
Conversion of share-based
liability awards to equity
awards
Common stock dividends
($0.20 per share)
Net income
Balance at December 31, 2007
Stock options exercised
Stock issued for deferred
compensation
Stock-based compensation
Amortization of unearned
compensation
Common stock dividends
($0.20 per share)
Net income
Balance at December 31, 2008
Stock issued for deferred
compensation
Stock-based compensation
Amortization of unearned
compensation
Common stock dividends
($0.15 per share)
Net income
Balance at December 31, 2009
Common Stock
Shares
13,811,442
125,000
Paid-in
Amount
Capital
(In thousands, except share and per share data)
$
Retained
Earnings
138 $
1
44,136 $
319
11,862 $
—
Total
Stockholders’
Equity
(75,000)
(1)
(398)
77,654
11,682
—
2
—
—
307
72
12
10,000
—
32
—
—
—
—
—
56,136
320
(399)
309
72
12
32
—
—
932
—
932
—
—
13,960,778
17,500
53,729
—
—
—
140
—
—
—
—
—
45,412
28
241
74
6,250
—
19
(2,788)
6,202
15,276
—
—
—
—
(2,788)
6,202
60,828
28
241
74
19
—
—
14,038,257
131,069
—
—
—
140
2
—
—
—
45,774
(2,802)
5,950
18,424
(2,802)
5,950
64,338
336
73
—
—
—
338
73
14
5,000
—
14
—
—
14,174,326 $
—
—
142 $
—
—
46,197 $
(2,125)
4,127
20,426 $
(2,125)
4,127
66,765
The accompanying notes are an integral part of the consolidated financial statements.
F-5
Source: MICROFINANCIAL INC, 10-K, March 31, 2010
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MICROFINANCIAL INCORPORATED
CONSOLIDATED STATEMENTS OF CASH FLOWS
2009
Year Ended December 31,
2008
(In thousands)
2007
Cash flows from operating activities:
Cash received from customers
Cash paid to suppliers and employees
Cash paid for income taxes
Interest paid
Interest received
Net cash provided by operating activities
Cash flows from investing activities:
Investment in lease contracts
Investment in direct costs
Investment in property and equipment
Net cash used in investing activities
Cash flows from financing activities:
Proceeds from secured debt
Repayment of secured debt
Decrease (increase) in restricted cash
Proceeds from capital leases obligations
Repayment of capital leases
Proceeds from exercise of common stock warrants
Purchase and retirement of common stock warrants
Proceeds from the sale of capital stock
Payment of dividends
Net cash provided by financing activities
Net change in cash and cash equivalents
Cash and cash equivalents, beginning
Cash and cash equivalents, ending
Reconciliation of net income to net cash provided by operating activitites:
Net income
Adjustments to reconcile net income to net cash provided by operating
activities:
Amortization of unearned income, net of initial direct costs
Depreciation and amortization
Provision for credit losses
Recovery of equipment cost and residual value
Stock-based compensation expense
Non-cash interest expense
Increase in deferred income taxes liability
Changes in assets and liabilities:
Income taxes payable
Decrease (increase) in other assets
Increase in accounts payable
Increase (decrease) in other liabilities
Net cash provided by operating activities
Supplemental disclosure of non-cash activities:
Fair value of stock issued for compensation
Conversion of share-based liability awards to equity awards
$
76,022 $
(15,290)
(563)
(2,286)
14
57,897
59,330 $
(14,564)
(576)
(1,020)
140
43,310
(76,306)
(1,294)
(369)
(77,969)
(68,007)
(1,156)
(360)
(69,523)
91,146
(72,565)
(306)
31
(63)
—
—
—
(2,827)
15,416
(4,656)
5,047
391 $
87,541
(60,747)
33
163
(38)
—
—
28
(2,800)
24,180
(2,033)
7,080
5,047 $
42,553
(12,653)
(230)
(107)
877
30,440
(54,035)
(761)
(407)
(55,203)
11,685
(5,159)
(561)
—
—
41
(120)
—
(2,780)
3,106
(21,657)
28,737
7,080
$
$
$
4,127
5,950
6,202
(29,415)
1,628
22,039
56,881
425
—
1,467
(23,095)
976
15,313
40,549
334
—
2,850
201
239
363
(58)
57,897 $
(220)
(280)
426
507
43,310 $
(12,302)
1,344
7,855
22,909
549
37
3,636
(513)
(87)
691
119
30,440
338 $
—
241 $
—
381
932
The accompanying notes are an integral part of the consolidated financial statements.
F-6
Source: MICROFINANCIAL INC, 10-K, March 31, 2010
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MICROFINANCIAL INCORPORATED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Tables in thousands, except share and per share data)
A. Nature of Business
MicroFinancial Incorporated (referred to as “MicroFinancial,” “we,” “us” or “our”) operates primarily
through its wholly-owned subsidiaries, TimePayment Corp. and Leasecomm Corporation. TimePayment is a
specialized commercial finance company that leases and rents “microticket” equipment and provides other
financing services. The average amount financed by TimePayment during 2009 was approximately $5,500
while Leasecomm historically financed contracts of approximately $1,900. We primarily source our
originations through a nationwide network of independent equipment vendors, sales organizations and other
dealer-based origination networks. We fund our operations through cash provided by operating activities and
borrowings under our line of credit.
B. Summary of Significant Accounting Policies
Basis of Presentation
The consolidated financial statements include the accounts of MicroFinancial and its wholly owned
subsidiaries. Intercompany accounts and transactions have been eliminated in consolidation. We operate in
one principal business segment, the leasing and renting of equipment and other financing services.
Use of Estimates
The preparation of financial statements in conformity with accounting principles generally accepted in
the United States of America requires management to make estimates and assumptions that affect the reported
amount of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the reported period. Significant areas
requiring the use of management estimates are revenue recognition, the allowance for credit losses,
share-based payments and income taxes. Actual results could differ from those estimates.
Cash and Cash Equivalents
We consider all highly liquid instruments purchased with original maturities of less than three months to
be cash equivalents. Cash equivalents consist principally of overnight investments, collateralized repurchase
agreements, commercial paper, certificates of deposit and US government and agency securities. As of
December 31, 2009, our cash equivalents consisted of overnight investments.
Restricted Cash
Our line of credit requires that all TimePayment cash receipts be deposited into a cash collateral account
held by Sovereign Bank. These funds are applied directly to amounts outstanding under the line of credit as
they clear. Those funds which are pending clearance and application against the line of credit are deemed to
be restricted
Leases and Revenue Recognition
Our lease contracts are accounted for as financing leases. At origination, we record the gross lease
receivable, the estimated residual value of the leased equipment, initial direct costs incurred and the unearned
lease income. Unearned lease income is the amount by which the gross lease receivable plus the estimated
residual value exceeds the cost of the equipment. Unearned lease income and initial direct costs incurred are
amortized over the related lease term using the interest method. Amortization of unearned lease income and
initial direct costs is suspended if, in our opinion, full payment of the contractual amount due under the lease
agreement is doubtful. In conjunction with the origination of leases, we may retain a residual interest in the
underlying equipment upon termination of the lease. The value of such interest is estimated at inception of the
lease and evaluated periodically for impairment. At the end of the lease term, the lessee has the option to buy
the equipment at the fair market value, return the equipment or continue to rent the equipment on a
month-to-month basis. If the lessee continues to rent the
F-7
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MICROFINANCIAL INCORPORATED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
equipment, we record our investment in the rental contract at its estimated residual value. Rental revenue and
depreciation are recognized based on the methodology described below. Other revenues such as loss and
damage waiver fees and service fees relating to the leases and contracts are recognized as they are earned.
Allowance for Credit Losses
We maintain an allowance for credit losses on our investment in leases, service contracts and rental
contracts at an amount that we believe is sufficient to provide adequate protection against losses on our
portfolio. Given the nature of the “microticket” market and the individual size of each transaction, the
business does not warrant the creation of a formal credit review committee to review individual transactions.
As a result of approving a wide range of credits, we experience a relatively high level of delinquency and
write-offs in our portfolio. We periodically review the credit scoring and approval process to ensure that the
automated system is making appropriate credit decisions. Given the nature of the “microticket” market and
the individual size of each transaction, we do not evaluate transactions individually for the purpose of
determining the adequacy of the allowance for credit losses. Contracts in our portfolio are not re-graded
subsequent to the initial extension of credit and the allowance is not allocated to specific contracts. Rather, we
view the contracts as having common characteristics and we maintain a general allowance against our entire
portfolio utilizing historical collection statistics and an assessment of current credit risk in the portfolio as the
basis for the amount.
We have adopted a consistent, systematic procedure for establishing and maintaining an appropriate
allowance for credit losses for our microticket transactions. We estimate the likelihood of credit losses net of
recoveries in the portfolio at each reporting period based upon a combination of the lessee’s bureau reported
credit score at lease inception and the current delinquency status of the account. In addition to these elements,
we also consider other relevant factors including general economic trends, trends in delinquencies and credit
losses, static pool analysis of our portfolio, trends in recoveries made on charged off accounts, and other
relevant factors which might affect the performance of our portfolio. This combination of historical
experience, credit scores, delinquency levels, trends in credit losses, and the review of current factors provide
the basis for our analysis of the adequacy of the allowance for credit losses. We take charge-offs against our
receivables when such receivables are deemed uncollectible. In general, a receivable is deemed uncollectible
when it is 360 days past due where no contact has been made with the lessee for 12 months or, if earlier, when
other adverse events occur with respect to an account. Historically, the typical monthly payment under our
microticket leases has been small and as a result, our experience is that lessees will pay past due amounts later
in the process because of the small amount necessary to bring an account current.
Investment in Service Contracts
Our investments in cancelable service contracts are recorded at cost and amortized over the expected life
of the contract. Income on service contracts from monthly billings is recognized as the related services are
provided.
At December 31, 2009 and 2008, our investment in service contracts consisted of the following:
Investment in service contracts
Less accumulated amortization
Investment in service contracts, net
December 31,
2009
2008
$
$
1,350
(1,350)
—
$
$
1,819
(1,787)
32
Amortization expense on service contracts totaled $29,000, $178,000 and $369,000 for the years ended
December 31, 2009, 2008 and 2007, respectively. Upon retirement or other disposition, the cost and related
accumulated amortization are removed from the accounts and any resulting gain or loss is reflected in income.
We periodically evaluate whether events or circumstances have occurred that may affect the estimated useful
life or recoverability of our investment in service contracts.
F-8
Source: MICROFINANCIAL INC, 10-K, March 31, 2010
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MICROFINANCIAL INCORPORATED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
Investment in Rental Contracts
Our investment in rental contracts is either recorded at estimated residual value for converted leases and
depreciated using the straight-line method over a period of twelve months or at the acquisition cost and
depreciated using the straight line method over an estimated life of three years. Rental equipment consists of
low-priced commercial equipment, including point-of-sale authorization systems and a wide variety of other
equipment with similar characteristics.
At December 31, 2009 and 2008, our investment in rental contracts consisted of the following:
Investment in rental contracts
Less accumulated depreciation
Investment in rental contracts, net
December 31,
2009
2008
$
$
3,262
(2,883)
379
$
$
4,020
(3,780)
240
Depreciation expense on rental contracts totaled $1,170,000, $415,000 and $695,000 for the years ended
December 31, 2009, 2008 and 2007, respectively. Upon retirement or other disposition, the cost and related
accumulated depreciation are removed from the accounts and any resulting gain or loss is reflected in income.
We periodically evaluate whether events or circumstances have occurred that may affect the estimated useful
life or recoverability of the investment in rental contracts.
Property and Equipment
Office and computer equipment are recorded at cost and depreciated using the straight-line method over
estimated lives of three to five years. Leasehold improvements are amortized over the shorter of the life of the
lease or the estimated life of the improvement. Upon retirement or other disposition, the cost and related
accumulated depreciation of the assets are removed from the accounts and any resulting gain or loss is
reflected in income.
Fair Value of Financial Instruments
For financial instruments including cash and cash equivalents, restricted cash, accounts payable, and
other liabilities, we believe that the carrying amount approximates fair value due to their short-term nature.
The fair value of the revolving line of credit is calculated based on the incremental borrowing rates currently
available on loans with similar terms and maturities. The fair value of our revolving line of credit at
December 31, 2009 approximates its carrying value.
Debt Issue Costs
Costs incurred in securing financing are capitalized in other assets and amortized over the term of the
financing. We incurred amortization expense of $482,391, $195,000, and $345,000 for the years ended
December 31, 2009, 2008 and 2007, respectively.
Income Taxes
The Company accounts for income taxes in accordance with Financial Accounting Standard Board
(“FASB”) Accounting Standards Codification (“ASC”) 740, Income Taxes. FASB ASC 740 prescribes the
use of the liability method whereby deferred tax asset and liability account balances are determined based on
differences between the financial reporting and tax bases of assets and liabilities and are measured using the
enacted tax rates and laws that will be in effect when the differences are expected to reverse. The Company
provides a valuation allowance, if necessary, to reduce deferred tax assets to their estimated realizable value.
F-9
Source: MICROFINANCIAL INC, 10-K, March 31, 2010
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MICROFINANCIAL INCORPORATED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
FASB ASC Topic 740-10 clarifies the accounting for income taxes, by prescribing a minimum
recognition threshold a tax position is required to meet before being recognized in the financial statements. It
also provides guidance on derecognition, measurement and classification of amounts relating to uncertain tax
positions, accounting for and disclosure of interest and penalties, accounting in interim periods, disclosures
and transition relating to the adoption of the new accounting standard.
Net Income Per Common Share
Basic net income per common share is computed based on the weighted-average number of common
shares outstanding during the period. Diluted net income per common share gives effect to all potentially
dilutive common shares outstanding during the period. The computation of diluted net income per share does
not assume the issuance of common shares that have an antidilutive effect on net income per common share.
At December 31, 2009, 849,305 options were excluded from the computation of diluted net income per share
because their effect was antidilutive. At December 31, 2008, 1,292,067 options were excluded from the
computation of diluted net income per share because their effect was antidilutive. At December 31, 2007,
1,115,118 options were excluded from the computation of diluted net loss per share because their effect was
antidilutive.
2009
Year Ended December 31,
2008
2007
Net income
$
4,127 $
5,950 $
6,202
Weighted-average shares outstanding used in
computation of net income per share — basic
Dilutive effect of options, warrants and restricted
stock
Shares used in computation of net income per
common share — assuming dilution
14,147,436
14,002,045
13,922,974
114,208
202,060
226,660
14,261,644
14,204,105
14,149,634
Net income per common share — basic
Net income per common share — diluted
$
$
0.29 $
0.29 $
0.42 $
0.42 $
0.45
0.44
Stock-Based Employee Compensation
We have adopted the fair value recognition provisions of FASB, ASC Topic 718 Compensation — Stock
Compensation (formerly Statement of Financial Accounting Standards, (“SFAS”) No. 123(R), Share-Based
Payment.) FASB, ASC Topic 718 requires us to recognize the compensation cost related to share-based
payment transactions with employees in the financial statements. The compensation cost is measured based
upon the fair value of the instrument issued. Share-based compensation transactions with employees covered
by FASB ASC Topic 718 include share options, restricted share plans, performance-based awards, share
appreciation rights, and employee share purchase plans. Under the modified prospective method of adoption,
compensation cost was recognized beginning with the year ended December 31, 2005 for stock based
compensation. The modified prospective application transition method requires the application of this
standard to:
• All new awards issued after the effective date;
• All modifications, repurchases or cancellations of existing awards after the effective date; and
• Unvested awards at the effective date.
F-10
Source: MICROFINANCIAL INC, 10-K, March 31, 2010
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MICROFINANCIAL INCORPORATED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
For unvested awards, the compensation cost related to the remaining required service period that was not
rendered upon the adoption date was determined based on the compensation cost calculated for either
recognition or pro forma disclosure under FASB ASC Topic 718.
Recent Accounting Pronouncements
In June 2009, the FASB issued SFAS No. 168, “The FASB Accounting Standards Codification and the
hierarchy of Generally Accepted Accounting Principles” which was codified into FASB ASC 105-10-65. This
topic established the FASB Accounting Standards Codification as the source of authoritative accounting
principles recognized by the FASB to be applied by non governmental entities in the preparation of financial
statements in conformity with GAAP. Rules and interpretive releases of the Securities and Exchange
Commission (SEC) under authority of federal securities laws are also sources of authoritative GAAP for SEC
registrants. Following this statement, the Board will not issue new standards in the forms of Statements,
FASB Staff Positions, or Emerging Issues Task Force Abstracts. Instead it will issue Accounting Standards
Updates. This statement is effective for financial statements issued for interim and annual periods ending after
September 15, 2009.
In June 2008, the FASB issued Emerging Issues Task Force (“EITF”) 03-6-1,“Determining Whether
Instruments Granted in Share-Based Payment Transactions Are Participating Securities”, effective for fiscal
years beginning after December 15, 2008. This standard was subsequently codified into FASB ASC Topic
260 Earning Per Share. ASC Topic 260 clarifies that unvested share-based awards that contain nonforfeitable
rights to dividends or dividend equivalents (whether paid or unpaid) are participating securities and shall be
included in computation of EPS pursuant to the two class method. The adoption of the content of ASC Topic
260 (EITF 03-6-1) did not have a material effect on our consolidated financial position or results of
operations.
In June 2008, the FASB issued EITF 07-05, “Determining Whether an Instrument (or Embedded Feature)
is Indexed to an Entity’s Own Stock”, which was codified into FASB ASC Topic 815, Derivatives and
Hedging, effective for fiscal years beginning after December 15, 2008, and interim periods within those fiscal
years. This topic addresses the determination of whether an instrument (or an embedded feature) is indexed to
an entity’s own stock. If an instrument (or an embedded feature) that has the characteristics of a derivative
instrument under the relative paragraphs of FASB ASC Topic 815 is indexed to an entity’s own stock, it is
still necessary to evaluate whether it is classified in stockholders’ equity (or would be classified in
stockholders’ equity if it were a freestanding instrument). The guidance in this topic shall be applied to
outstanding instruments as of the beginning of the fiscal year in which this Issue is initially applied. The
cumulative effect of the change in accounting principle shall be recognized as an adjustment to the opening
balance of retained earnings (or other appropriate components of equity or net assets in the statement of
financial position) for that fiscal year, presented separately. However, in circumstances in which a previously
bifurcated embedded conversion option in a convertible debt instrument no longer meets the bifurcation
criteria in FASB ASC Topic 815 at initial application of this topic, the carrying amount of the liability for the
conversion option (that is, its fair value on the date of adoption) shall be reclassified to shareholders’ equity.
Any debt discount that was recognized when the conversion option was initially bifurcated from the
convertible debt instrument shall continue to be amortized. The adoption of the content of ASC Topic 815 did
not have a material effect on our consolidated financial position or results of operations.
Effective March 31, 2009, we have early adopted FASB Staff Position (“FSP”) FAS 107-1 and
Accounting Principles Board (“APB”) APB 28-1, Interim Disclosures about Fair Value of Financial
Instruments — an amendment to FASB Statement No. 107 (FAS 107) and APB Opinion No. 28 (APB
28) which were codified into ASC Topics 825, Financial Instruments and 270, Interim Reporting. The FSP
amends FAS 107, Disclosures about Fair Value of Financial Instruments, to require disclosures about fair
value of financial instruments for interim reporting periods of publicly traded companies as well as in annual
financial statements. This also amends APB 28, Interim Financial Reporting, to require those disclosures in
summarized financial information at interim reporting periods. The adoption of the content of ASC Topic 825
and ASC Topic 270 has been included in the disclosures in this Form 10-K and previously filed 10-Q’s.
F-11
Source: MICROFINANCIAL INC, 10-K, March 31, 2010
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MICROFINANCIAL INCORPORATED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
In April 2009, the FASB issued FSP 157-4, “Determining Fair Value When the Volume and Level of
Activity for the Asset or Liability Have Significantly Decreased and Identifying Transactions That Are Not
Orderly” which provides further clarification for guidance provided regarding measurement of fair values of
assets and liabilities when the market activity has significantly decreased and in identifying transactions that
are not orderly. This was codified into ASC Topic 820 Fair Value Measurements. The adoption of the content
of ASC topic did not have a material effect on our consolidated financial position or results of operations.
In April 2009, the FASB issued FSP FAS 115-2 and FAS 124-2, “Recognition and Presentation of
Other-than-Temporary Impairments” which was codified into ASC Topic 320, Investments — Debt and
Equity Securities. This topic amends the other-than-temporary impairment guidance in GAAP for debt
securities to make the guidance more operational and to improve the presentation and disclosure of
other-than-temporary impairments on debt and equity securities in the financial statements. This ASC does
not amend existing recognition and measurement guidance related to other-than- temporary impairments of
equity securities. The adoption of this ASC topic did not have a material effect on our consolidated financial
position or results of operations.
In August 2009, the FASB issued Accounting Standards Update (“ASU”) 2009-5, which content has
been included in FASB ASC Topic 820, Fair Value Measurements and Disclosures, Measuring Liabilities at
Fair Value, which provides clarification that in circumstances in which a quoted price in an active market for
the identical liability is not available, a reporting entity is required to measure fair value using a valuation
technique. The guidance provided in this update is effective for the first reporting period beginning after
issuance. Management is currently evaluating the content of ASC Topic 820 to determine if it will have a
material impact on the Company’s future financial statements.
In May 2009, the FASB issued Statement No. 165, Subsequent Events (“SFAS 165”) which was codified
into FASB ASC 855, Subsequent Events. This topic establishes general standards of accounting for and
disclosure of events that occur after the balance sheet date, but before financial statements are issued or are
available to be issued. The Statement is effective for interim and annual fiscal periods ending after June 15,
2009. The Company has evaluated the effect of the adoption of this standard and has concluded it has no
material effect on our financial position or results of operations. In February 2010, the FASB issued ASU
2010-09 to further amend the Subsequent Events Topic of the FASB. ASU 2010-09 removed the requirement
for an entity that is an SEC filer to disclose the date through which subsequent events have been evaluated.
We have evaluated events and transactions that have occurred after the balance sheet date through the
issuance date of these financial statements to determine if financial statement recognition or additional
disclosure is required.
In January 2010 the FASB issued Accounting Standard Update No. 2010-06, “Fair Value Measurements
and Disclosures. This update provides amendments to Subtopic 820-10 that require new disclosures as
follows: 1 — Transfers in and out of Levels 1 and 2. A reporting entry should disclose separately the amounts
of significant transfers in and out of Level 1 and Level 2 fair value measurements and describe the reasons for
the transfers. 2 — Activity in Level 3 fair value measurements. In the reconciliation for fair value
measurements using significant unobservable inputs (Level 3), a reporting entity should present separately
information about purchases, sales, issuances, and settlements (that is, on a gross basis rather than as one net
number). The new disclosures and clarifications of existing disclosures are effective for interim and annual
reporting periods beginning after December 15, 2009, except for the disclosures about purchases, sales,
issuances, and settlements in the rollforward of activity in Level 3 fair value measurements. Those disclosures
are effective for fiscal years beginning after December 15, 2010, and for interim periods within those fiscal
years. Management is currently evaluating update No. 2010-06 to determine if it will have a material impact
on the Company’s future financial statements.
F-12
Source: MICROFINANCIAL INC, 10-K, March 31, 2010
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MICROFINANCIAL INCORPORATED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
C. Net Investment in Leases
At December 31, 2009, future minimum payments due on our lease receivables are as follows:
Year Ending December 31,
2010
2011
2012
2013
2014
Total
$
77,966
51,676
30,227
12,536
3,210
$ 175,615
At December 31, 2009, the weighted-average remaining life of the leases in our portfolio is
approximately 33 months and the weighted-average implicit rate of interest is approximately 27.5%.
A summary of the activity in our allowance for credit losses is as follows:
Allowance for credit losses, beginning
Provision for credit losses
Charge-offs
Recoveries
Allowance for credit losses, ending
Year Ended December 31,
2008
2009
$
$
11,722 $
22,039
(24,181)
4,276
13,856 $
5,722 $
15,313
(13,641)
4,328
11,722 $
2007
5,223
7,855
(12,119)
4,763
5,722
A summary of the changes in estimated residual value is as follows:
Estimated residual value, beginning
Lease originations
Terminations
Estimated residual value, ending
Year Ended December 31,
2008
2009
2007
$ 15,257 $
8,747
(4,990)
9,814 $
8,221
(2,778)
$ 19,014 $ 15,257 $
3,859
7,145
(1,190)
9,814
Originations represent the residual value capitalized upon origination of leases and terminations represent
the residual value deducted upon the termination of a lease that (i) is bought out during or at the end of the
lease term, (ii) has completed its original lease term and converted to an extended rental contract, (iii) has
been charged off by us, or (iv) has been returned to us and recorded as inventory.
F-13
Source: MICROFINANCIAL INC, 10-K, March 31, 2010
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MICROFINANCIAL INCORPORATED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
D. Property and Equipment
At December 31, 2009 and 2008, our property and equipment consisted of the following:
Computer equipment
Office equipment
Leasehold improvements
Total
Less accumulated depreciation and amortization
Net
December 31,
2009
2008
$
$
4,136
742
263
5,141
(4,442)
699
$
$
4,911
732
263
5,906
(5,147)
759
Depreciation and amortization expense on property and equipment totaled $429,000, $383,000 and
$280,000 for the years ended December 31, 2009, 2008 and 2007, respectively. Total depreciation and
amortization expense for property and equipment, service contracts and rental contracts was $1,628,000,
$976,000 and $1,344,000 for the years ended December 31, 2009, 2008 and 2007, respectively.
E. Notes Payable
At December 31, 2009 and 2008, our notes payable consisted of the following:
Revolving line of credit-Sovereign
December 31,
2009
2008
$ 51,906
$ 33,325
On August 2, 2007, we entered into a three-year $30 million revolving line of credit with Sovereign
based on qualified TimePayment lease receivables. On July 9, 2008 we entered into an amended agreement to
increase our revolving line of credit with Sovereign to $60 million. On February 10, 2009 we entered into an
amended agreement to increase our revolving line of credit with Sovereign to $85 million. The maturity date
of the amended agreement is August 2, 2010. Outstanding borrowings are collateralized by eligible lease
contracts and a security interest in all of our other assets. Until the February 2009, amendment, outstanding
borrowings bore interest at Prime or at a London Interbank Offered Rate (LIBOR) plus 2.75%. Following the
amendment, outstanding borrowings bear interest at Prime plus 1.75% or LIBOR plus 3.75%, in each case
subject to a minimum interest rate of 5%. Under the terms of the facility, loans are Prime Rate Loans, unless
we elect LIBOR Loans. If a LIBOR Loan is not renewed at maturity it automatically converts to a Prime Rate
Loan.
At December 31, 2009 and 2008 all of our loans were Prime Rate Loans. The Prime Rate at
December 31, 2009 was 3.25%. The amount available on our revolving line of credit at December 31, 2009
was $33,094,000. The revolving line of credit has financial covenants that we must comply with to obtain
funding and avoid an event of default. As of December 31, 2009, we were in compliance with all covenants
under the revolving line of credit.
The maturity date of the amended agreement is August 2, 2010, at which time the outstanding loan
balance plus interest becomes due and payable. It is our intention to renew the current credit facility or
replace it with a new facility from another financing source under similar terms and conditions prior to the
scheduled maturity date. A failure to renew or replace the revolving credit facility under similar terms and
conditions would significantly impact our ability to originate new lease transactions and manage our
operations. We can provide no assurance in our ability to renew or to replace this line under similar terms and
conditions, if at all.
Prior to obtaining the Sovereign revolving line of credit, on September 29, 2004, we entered into a
three-year senior secured revolving line of credit with CIT under which we could borrow a maximum of
$30 million based upon qualified lease receivables. Outstanding borrowings bore interest at Prime plus 1.5%
or at the 90-day LIBOR
F-14
Source: MICROFINANCIAL INC, 10-K, March 31, 2010
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Source: MICROFINANCIAL INC, 10-K, March 31, 2010
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MICROFINANCIAL INCORPORATED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
plus 4.0%. On July 20, 2007, by mutual agreement between CIT and us, we paid off and terminated the CIT
line of credit without penalty.
F. Stockholders’ Equity
Warrants
On April 14, 2003, we issued warrants to purchase an aggregate of 268,199 shares of our common stock
at an exercise price of $0.825 per share. The warrants were issued to the lenders in connection with the waiver
of the covenant defaults and the extension of our loan. The warrant holders have certain rights and privileges
that provide them with anti-dilution protection in the event that the Company issues stock at a price below the
warrants’ exercise price. During the year ended December 31, 2009 the Company adopted the provisions of
ASC Topic 815, Derivatives and Hedging (formerly: EITF 07-05, Determining Whether an Instrument (or
Embedded Feature) Is Indexed to an Entity’s Own Stock). The Company has determined that these warrants
are considered indexed to the Company’s own stock and in accordance with ASC Topic 815 the warrants
continue to be accounted for as a component of equity. Due to the anti-dilutive rights contained in the warrant
agreement, on June 10, 2004, an additional 2,207 warrants were issued to the lenders and all of the warrants
were re-priced to $0.815 per share. The warrants held by the lenders became 50% exercisable on June 30,
2004. Since all of our obligations to the lenders were paid in full prior to September 30, 2004, the remaining
50% of the warrants were automatically canceled. In September 2004 we issued warrants to purchase an
aggregate of 490 shares of our common stock at an exercise price of $0.815 per share. During the year ended
December 31, 2005, the cashless exercise of 24,736 warrants resulted in the issuance of 20,596 shares. During
the year ended December 31, 2006, the cashless exercise of 17,668 warrants resulted in the issuance of
13,983 shares. The remaining 93,289 warrants expire on September 30, 2014. The $77,000 fair market value
of the warrants as determined using the Black-Scholes option-pricing model was accounted for as additional
paid in capital and was being amortized to interest expense under the effective interest method. As of
December 31, 2004, because the debt had been repaid in full, the entire $77,000 had been amortized to
interest expense. The resulting effective interest rate on the senior credit facility was Prime plus 2.09%.
In connection with an $8 million line of credit, we issued warrants to purchase an aggregate of
100,000 shares of our common stock at an exercise price of $6.00 per share which expired on June 10, 2007.
In connection with a $30 million line of credit on September 29, 2004, we issued warrants to CIT to
purchase 50,000 shares of our common stock at an exercise price of $0.825 per share which were exercised.
The fair market value of the warrants, as determined using the Black-Scholes option-pricing model, was
accounted for as additional paid-in capital and debt issue costs. The resulting debt issue cost of $139,000 was
being amortized to interest expense under the effective interest method. Non-cash interest expense was
$37,000 for the year ended December 31, 2007. During the year ended December 31, 2007, these warrants
were exercised by the warrant holder.
We also issued warrants to our financial advisor, in connection with the CIT line of credit, to purchase
75,000 shares of our common stock at an exercise price of $3.704 per share which were exercised. The fair
market value of the warrants, as determined using the Black-Scholes option-pricing model, was accounted for
as additional paid in capital and debt issue costs. The resulting debt issue cost of $131,000 was being
amortized over the life of the CIT line of credit. Debt issue cost expense related to these warrants was
$43,000 for the year ended December 31, 2007. During the year ended December 31, 2007, these warrants
were exercised by the warrant holder and the shares were subsequently repurchased and retired by the
Company.
Stock Options and Restricted Stock
The Microfinancial 2008 Equity Incentive Plan (the “2008 Plan”) permits the Compensation and Benefits
Committee of our Board of Directors to grant stock options, restricted stock, restricted stock units, shares of
common stock without restrictions, and any other right to receive payment from the corporation based in
whole or in
F-15
Source: MICROFINANCIAL INC, 10-K, March 31, 2010
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MICROFINANCIAL INCORPORATED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
part on the value of common stock. We reserved 1,000,000 shares of common stock for issuance pursuant to
the 2008 Plan. All employees and directors of the Corporation or any of its affiliates are eligible to receive
awards under the 2008 Plan. For purposes of calculating the shares remaining for grant under the 2008 Plan,
grants of stock options or stock appreciation rights to any participant will reduce that reserve by one share for
each share subject to the option or the settled portion of the stock appreciation right. Grants of restricted
stock, restricted stock units and any other “full share” award will reduce the reserve by three shares for each
share of common stock subject to the award, in the case of awards to employees, or by one share for each
share of common stock subject to the award, in the case of awards to non-employee directors. Stock options
under the 2008 Plan may be incentive stock options or nonstatutory stock options. The maximum cumulative
number of shares available for grants of incentive stock options under the Plan is 1,000,000 shares. The
committee determines the term of the option, including the amount, exercise price, vesting schedule and term,
which may not exceed ten years. The per share exercise price of the option may not be less than 100% of the
fair market value of the common stock on the grant date. No stock option granted to an employee under the
2008 Plan shall become fully vested within one year of grant date and no restricted stock or other awards
made to an employee without any performance-based criteria other than the employee’s continued service
will have a restricted period of less than one year. We may not in any fiscal year grant to any participant
options or other awards covering more than 200,000 shares.
The 1998 Equity Incentive Plan (the “1998 Plan”) permits the Compensation and Benefits Committee of
our Board of Directors to make various long-term incentive awards, generally equity-based, to eligible
persons. We reserved 4,120,380 shares of our common stock for issuance pursuant to the 1998 Plan. Qualified
stock options, which are intended to qualify as “incentive stock options” under the Internal Revenue Code,
may be issued to employees at an exercise price per share not less than the fair value of our common stock on
the date of grant. Nonqualified stock options may be issued to our officers, employees and directors, as well
as our consultants and agents, at an exercise price per share not less than fifty percent of the fair value of our
common stock on the date of grant. The vesting periods and expiration dates of the grants are determined by
the Compensation and Benefits Committee. The option period term may not exceed ten years. The 1998 Plan
expired in 2008 and was replaced by the 2008 Plan.
On February 4, 2004, a new non-employee director was granted 25,000 shares of restricted stock with a
fair value of $3.17 per share. On August 15, 2006, a second new non-employee director was granted
25,000 shares of restricted stock with a fair value of $3.35 per share. In each case, the restricted stock vested
20% upon grant, and vests 5% on the first day of each quarter after the grant date. As vesting occurs,
compensation expense is recognized. The following table summarizes non-employee directors’ restricted
stock activity:
Non-vested at December 31, 2006
Granted
Vested
Non-vested at December 31, 2007
Granted
Vested
Non-vested at December 31, 2008
Granted
Vested
Non-vested at December 31, 2009
F-16
Number
of
Shares
Amortized
Compensation
Expense
25,000
—
(10,000) $
15,000
—
(6,250) $
8,750
—
(5,000) $
3,750
32,000
19,000
14,000
Source: MICROFINANCIAL INC, 10-K, March 31, 2010
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MICROFINANCIAL INCORPORATED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
At December 31, 2009 there was approximately $10,000 of total unrecognized compensation expense
related to directors’ non-vested restricted stock activity. That cost is expected to be recognized over the next
year.
In February 2007, executive officers and directors were granted a total of 77,654 shares of stock with a
fair value of $3.96 per share for services rendered during the year ended December 31, 2006. The total 2007
expense related to the grant of theses shares was $309,000 and these shares were fully vested on the date of
issuance.
In February 2007, we granted ten year options to our executive officers to purchase 40,188 shares of
common stock at an exercise price of $5.77 per share. The options vest on the fifth anniversary of their grant.
The total 2007 expense related to these options was $12,000. The total 2008 expense related to these options
was $16,000 while the total 2009 expense related to these options was $7,000
In July 2007, we granted our non-employee directors a total of 11,682 shares of stock with a fair value of
$6.18 per share in accordance with our directors’ compensation policy. The total 2007 expense related to the
grant of these shares was $72,000.
In February 2008, we granted 10 year options to our executive officers to purchase 176,879 shares of
common stock at an exercise price of $5.85 per share. The options vest over five years beginning on the
second anniversary of the grant date. The total 2008 expense related to the grant was $58,000. The total 2009
expense related to these options was $39,000.
In February 2008, we granted our non-employee directors a total of 23,000 shares of stock with a fair
value of $5.55 per share in accordance with our directors’ compensation policy. The total 2008 expense
related to the grant of these shares was $127,000. These shares were fully vested on the date of issuance.
In July 2008, we granted our non-employee directors a total of 30,729 shares of stock with a fair value of
$3.71 per share in accordance with our directors’ compensation policy. The total 2008 expense related to the
grant of these shares was $114,000. These shares were fully vested on the date of issuance.
In February 2009, under our 2008 Equity Incentive Plan, we granted 10 year options to our executive
officers to purchase 321,058 shares of common stock at an exercise price of $2.30 per share. The options vest
over five years beginning on the second anniversary of the grant date. The total 2009 expense related to these
options was $27,000
In February 2009, we granted our non-employee directors a total of 100,435 shares of stock with a fair
value of $2.30 per share in accordance with our directors’ compensation policy. The total 2009 expense
related to the grant of these shares was $231,000. These shares were fully vested on the date of issuance.
In July 2009, we granted our non-employee directors a total of 30,634 shares of stock with a fair value of
$3.46 per share in accordance with our directors’ compensation policy. The total 2009 expense related to the
grant of these shares was $107,000. These shares were fully vested on the date of issuance.
During the six months ended June 30, 2009, 400,000 options originally granted to members of the Board
of Directors in February 1999 expired. In addition, 105,097 options granted to the former VP of Sales were
forfeited upon his last date of employment in May 2009.
F-17
Source: MICROFINANCIAL INC, 10-K, March 31, 2010
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MICROFINANCIAL INCORPORATED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
The following summarizes stock option activity for the years ended December 31, 2009, 2008 and
December 31, 2007:
Shares
Price Per Share
Weighted-
Average
Exercise Price
Outstanding at December 31, 2006
Granted
Outstanding at December 31, 2007
Granted
Exercised
Outstanding at December 31, 2008
Granted
Expired
Forfeited
Outstanding at December 31, 2009
1,242,500
40,188
1,282,688
176,879
(17,500)
1,442,067
321,058
(400,000)
(105,097)
1,258,028
$1.585 to
$13.544
$5.77
$1.585 to
$13.544
$5.85
$1.585
$1.585 to
$13.544
$2.30
$12.31 to
$13.544
$
$
$
$
$
$
$
$
$2.30 to $5.85 $
$1.585 to 13.10 $
9.189
5.77
9.08
5.85
1.585
8.78
2.30
12.34
3.74
6.38
The options granted prior to and including 2007 vest over five years based solely on service and are
exercisable only after they become vested. At December 31, 2009, 2008 and 2007, 825,000, 1,225,000 and
1,242,000, respectively, of the outstanding options were fully vested. The total intrinsic value of all options
exercised during the year ended December 31, 2008 was $8,000.
Information relating to our outstanding stock options at December 31, 2009 is as follows:
Exercise Price
Shares
Life (Years)
Value
Exercise Price
Shares
Outstanding
Weighted-
Average
Intrinsic
Weighted-
Average
Exercisable
$9.78
13.10
6.70
1.59
5.77
5.85
2.30
350,000
90,000
235,000
150,000
31,923
142,382
258,723
1,258,028
0.15
1.14
2.16
2.91
7.17
8.08
9.17
3.86 $
— $
—
—
227,000
—
—
207,000
434,000
9.78
13.10
6.70
1.59
5.77
5.85
2.30
6.38
350,000
90,000
235,000
150,000
—
—
—
825,000 $
Intrinsic
Value
—
—
—
227,000
—
—
—
227,000
Our Board of Directors elected to allow the cashless exercise of options exercised during the year ended
December 31, 2005. As a result of the circumstances of the exercises, all awards made under the 1998 Plan
were classified as share-based liability awards. During the year ended December 31, 2007 the total
share-based employee compensation cost recognized for stock options was $517,000. We did not recognize a
related income tax benefit during the year as no options were exercised.
In accordance with ASC Topic 718, Compensation — Stock Compensation (formerly SFAS 123(R) —
Share Based Payments), for share-based liability awards, we recognize compensation cost equal to the greater
of (a) the grant date fair value or (b) the fair value of the modified liability when it is settled. In addition, we
will recognize any incremental compensation cost as it is incurred. For the year ended December 31, 2007, we
recognized an additional $503,000, in compensation expense due to the change in the fair value of the
share-based liability awards outstanding.
F-18
Source: MICROFINANCIAL INC, 10-K, March 31, 2010
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Table of Contents
MICROFINANCIAL INCORPORATED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
In April 2007, we modified the exercise terms of all our outstanding share-based liability awards by
restricting the settlement methods available to the option holders and converted these awards to equity
awards. As a result of the modifications, our cumulative share-based compensation liability of $932,000 was
reclassified to additional paid-in capital.
We estimate the fair value of stock options using a Black-Scholes valuation model, consistent with the
provisions of topic ASC Topic 718 and Securities and Exchange Commission (“SEC”) Staff Accounting
Bulletin No. 107 Share Based Payments. Key input assumptions used to estimate the fair value of stock
options include the expected option term, volatility of the stock, the risk-free interest rate and the dividend
yield.
During the year ended December 31, 2009, 321,059 options were granted with an exercise price of $2.30
per share. The fair value of these awards was $0.55 per share. The options were valued at the date of grant
using the following assumptions: expected life in years of 6.50, annualized volatility of 55.54%, expected
dividend yield of 8.70%, and a risk — free interest rate of 2.28%. The options vest over five years beginning
on the second anniversary of the grant date. During the year ended December 31, 2009 we have recognized
$27,000 of costs related to these options. As of December 31, 2009 we had approximately $117,000 of total
unrecognized costs related to these options. The remaining cost is expected to be recognized over a period of
4 years.
During the year ended December 31, 2008, 176,879 options were granted with an exercise price of $5.85
per share. The fair value of these awards was $1.78 per share. The options were valued at the date of grant
using the following assumptions: expected life in years of 6.25, annualized volatility of 41.30%, expected
dividend yield of 3.70%, and a risk — free interest rate of 2.66%. The options vest over five years beginning
on the second anniversary of the grant date. During the year ended December 31, 2009 we have recognized
$39,000 of costs related to these options. As of December 31, 2009 we had approximately $156,000 of total
unrecognized costs related to these options. The remaining cost is expected to be recognized over a period of
3 years.
During the year ended December 31, 2007, 40,188 options were granted with an exercise price of $5.77.
The fair value of these awards was $2.08 per share. The options were valued at the date of grant using the
following assumptions; expected life in years of 7, annualized volatility of 43.62%, expected dividend yield
of 3.47%, and a risk free interest rate of 4.62%. During the year ended December 31, 2009 we have
recognized $7,000 of costs related to theses options. As of December 31, 2009 we had approximately $29,000
of total unrecognized costs related to these options. The remaining cost is expected to be recognized over a
period of 2 years.
The expected life represents the average period of time that the options are expected to be outstanding
given consideration to vesting schedules; annualized volatility is based on historical volatilities of our
common stock; dividend yield represents the current dividend yield expressed as a constant percentage of our
stock price and the risk-free interest rate is based on the U.S. Treasury yield curve in effect on the
measurement date for periods corresponding to the expected life of the option.
Common Stock Reserved
At December 31, 2009 1,258,028 shares of common stock were reserved for common stock option
exercises. At December 31, 2008, 1,442,067 shares of common stock were reserved for common stock option
exercises. At December 31, 2007, 1,282,688 shares of common stock were reserved for common stock option
exercises. At December 31, 2009, 2008, and 2007, 579,479, 969,271 and 1,537,118 shares of common stock
were reserved for future grants, respectively.
F-19
Source: MICROFINANCIAL INC, 10-K, March 31, 2010
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Table of Contents
MICROFINANCIAL INCORPORATED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
We reserved shares of common stock at December 31, 2009 as follows:
Warrants
Stock options
Restricted stock grants
Reserved for future grants [under 2008 Equity Incentive Plan]
Total
G. Income Taxes
The provision for income taxes consists of the following:
93,289
1,258,028
3,750
579,479
1,934,546
Current:
Federal
State
Deferred:
Federal
State
Total
Year Ended December 31,
2008
2009
2007
$
— $
— $
764
764
358
358
67
188
255
1,699
(232)
1,467
3,269
(221)
3,048
$ 2,231 $ 3,206 $ 3,303
2,988
(140)
2,848
At December 31, 2009 and 2008, the components of the net deferred tax liability were as follows:
Deferred tax assets:
Allowance for credit losses
Depreciation and amortization
Federal alternative minimum tax credit
Federal NOL carryforward
State NOL and other state attributes
State valuation allowance
Total deferred tax assets
Deferred tax liabilities:
Lease receivable and unearned income
Residual value
Initial direct costs
Reserve for contingencies
Total deferred tax liabilities
Net deferred tax liability
2009
2008
$
5,542 $
18,318
808
5,877
3,792
(948)
33,389
4,713
17,640
808
4,146
3,440
(1,289)
29,458
(30,248)
(7,605)
(399)
—
(38,252)
(4,863) $
(26,109)
(6,131)
(325)
(289)
(32,854)
(3,396)
$
At December 31, 2009, we had federal loss carry-forwards of $16.8 million which may be used to offset
future income. At December 31, 2009, we had state net operating loss carry-forwards of $15.7 million which
may be
F-20
Source: MICROFINANCIAL INC, 10-K, March 31, 2010
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Table of Contents
MICROFINANCIAL INCORPORATED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
used to offset future income. The state NOL’s have restrictions and expire in approximately one to twenty
years. We recorded a valuation allowance against some of our state deferred tax assets as it is unlikely that
these deferred tax assets will be fully realized.
The following is reconciliation between the effective income tax rate and the applicable statutory federal
income tax rate:
Federal statutory rate
State income taxes, net of federal benefit
State valuation allowance
Reversal of state income tax reserve
Nondeductible expenses and other
Effective income tax rate
Year Ended December 31,
2008
2009
2007
35.00%
7.43
(3.48)
(4.33)
0.47
35.09%
35.00%
4.33
(3.33)
(1.17)
0.18
35.01%
35.00%
7.10
(6.35)
(2.02)
1.02
34.75%
The calculation of our tax liabilities involves dealing with estimates in the application of complex tax
regulations in a multitude of jurisdictions. We record liabilities for estimated tax obligations for federal and
state purposes. For the years ended December 31, 2009, 2008 and 2007, the nondeductible expenses and other
rate of 0.47%, 0.18% and 1.02% respectively, includes certain non-deductible stock-based compensation.
Uncertain Tax Positions
As of December 31, 2009, we had a liability of $32,000 and a liability of $8,000 for accrued interest and
penalties related to various state income tax matters. Of these amounts, approximately $26,000 would impact
our effective tax rate after a $14,000 federal tax benefit for state income taxes. As of December 31, 2008 we
had a liability of $289,000 for unrecognized tax benefits and a liability of $156,000 for accrued interest and
penalties related to various state income tax matters. As of December 31, 2007, we had a liability of $450,000
for unrecognized tax benefits and a liability of $170,000 for accrued interest and penalties related to various
state income tax matters. It is reasonably possible that the total amount of unrecognized tax benefits may
change significantly within the next 12 months; however at this time we are unable to estimate the change. A
reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows:
Balance at January 1, 2008
Additions for tax positions related to current year
Reductions for tax positions as a result of:
Settlements
Lapse of statute of limitations
Balance at December 31, 2008
Additions for tax positions related to current year
Reductions for tax positions as a result of:
Lapse of statute of limitations
Balance at December 31, 2009
$
620,000
32,000
(44,000)
(163,000)
445,000
39,550
(445,000)
39,550
$
Our federal income tax returns are subject to examination for tax years ended on or after December 31,
2006 and our state income tax returns are subject to examination for tax years ended on or after December 31,
2005.
F-21
Source: MICROFINANCIAL INC, 10-K, March 31, 2010
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Table of Contents
MICROFINANCIAL INCORPORATED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
H. Commitments and Contingencies
Operating Leases
The lease for our facility in Woburn, Massachusetts expires in 2010. At December 31, 2009, future
minimum lease payments under non-cancelable operating leases are $237,000 in 2010. Rental expense under
operating leases totaled $303,000, $296,000 and $280,000 for the years ended December 31, 2009, 2008 and
2007, respectively.
Capital Leases
At December 31, 2008 future minimum lease payments under our capital leases were as follows:
For the years ended December 31,
2010
2011
2012
Total minimum payments
Less amounts representing interest
Total
Dividends
$ 70,000
25,000
1,000
96,000
(3,000)
93,000
On January 22, 2010 we declared a dividend of $0.05 per share payable on February 15, 2010 to
shareholders of record of MicroFinancial Incorporated stock on February 1, 2010.
Legal Matters
We are involved from time to time in litigation incidental to the conduct of our business. Although we do
not expect that the outcome of any of these matters, individually or collectively, will have a material adverse
effect on our financial condition or results of operations, litigation is inherently unpredictable. Therefore,
judgments could be rendered or settlements entered, that could adversely affect our operating results or cash
flows in a particular period. We routinely assess all of our litigation and threatened litigation as to the
probability of ultimately incurring a liability, and record our best estimate of the ultimate loss in situations
where we assess the likelihood of loss as probable.
Lease Commitments
We accept lease applications on a daily basis and, as a result, we have a pipeline of applications that have
been approved, where a lease has not been originated. Our commitment to lend does not become binding until
all of the steps in the origination process have been completed, including the receipt of the lease, supporting
documentation and verification with the lessee. Since we fund on the same day a lease is verified, we have no
outstanding commitments to lend.
I. Employee Benefit Plan
We have a defined contribution plan under Section 401(k) of the Internal Revenue Code to provide
retirement and profit sharing benefits covering substantially all full-time employees. Employees are eligible to
contribute up to 100% of their gross salary until they reach the maximum annual contribution amount allowed
under the Internal Revenue Code. We match $0.50 for every $1.00 contributed by an employee up to 6% of
the employee’s salary; the maximum match is 3%. Vesting of our contributions is over a five-year period at
20% per year. Our payments on behalf of the defined contribution plan were $100,000, $83,000 and $75,000
in the years ended December 31, 2009, 2008, and 2007 respectively.
F-22
Source: MICROFINANCIAL INC, 10-K, March 31, 2010
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Table of Contents
MICROFINANCIAL INCORPORATED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
J. Concentration of Credit Risk
Our financial instruments that are exposed to concentration of credit risk consist primarily of lease and
rental receivables and cash and cash equivalent balances. To reduce our risk, credit policies are in place for
approving leases and lease pools are monitored by us. In addition, cash and cash equivalents are maintained at
high-quality financial institutions.
Financial instruments that subject us to concentrations of credit risk principally consist of cash
equivalents and deposits in bank accounts. We deposit our cash and invest in short-term investments
primarily through a national commercial bank. Deposits in excess of amounts insured by the Federal Deposit
Insurance Corporation (FDIC) are exposed to loss in the event of nonperformance by the institution. The
Company has had cash deposits in excess of the FDIC insurance coverage.
During the year ended December 31, 2009, our top dealer accounted for 3.6% of all leases originated. No
dealer accounted for more than 5% of all leases originated in 2009. During the years ended December 31,
2008 our top dealers accounted for 4.5% of all leases originated. During the year ended December 31, 2007
our top two dealers accounted for 10.0% and 8.4%, respectively, of all leases originated. No other dealer
accounted for more than 5% of leases originated in 2007.
We service leases and rental contracts in all 50 states of the United States and its territories. As of
December 31, 2009, leases in California, Florida, Texas and New York accounted for approximately 12%,
13%, 8%, and 7%, respectively, of the total portfolio. As of December 31, 2008, California, Florida, Texas,
and New York accounted for approximately 12%, 13%, 8%, and 7%, respectively, of the total portfolio. As of
December 31, 2007, California, Florida, Texas, and New York accounted for approximately 13%, 13%, 8%,
and 7%, respectively, of the total portfolio. No other states accounted for more than 5% of the total portfolio
as of the end of any of the years 2009, 2008 or 2007.
F-23
Source: MICROFINANCIAL INC, 10-K, March 31, 2010
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MICROFINANCIAL INCORPORATED
2008 EQUITY INCENTIVE PLAN
Restricted Stock Unit Award Agreement
Exhibit 10.6.6
MicroFinancial, Incorporated, a Massachusetts corporation (the “Company”) hereby grants to you (the “Participant”) the number of
restricted stock units set forth below (“Restricted Stock Units” or “RSUs’) representing the right to receive shares of Common Stock,
$0.01 par value, of the Company (the “Award”) on the terms and conditions set forth below (this “Agreement”), subject to your
acceptance of this Agreement and the provisions of the MicroFinancial Incorporated 2008 Equity Incentive Plan, as amended from
time to time (the “Plan”).
Name of Participant:
Total Number of Restricted Stock Units Awarded:
Award Date:
The Restricted Stock Units will vest and become nonforfeitable in accordance with the following schedule provided the Participant
remains continuously employed with the Company upon each vesting date (each of “Vesting Date”):
Vesting Date
Percentage of RSUs Vested
By your signature and the signature of the Company’s representative below, you and the Company agree that this Award is made
under and governed by the terms of the Plan and this Agreement, which includes the incorporated terms, conditions and agreements
attached to and made a part of this Agreement.
PARTICIPANT
MICROFINANCIAL INCORPORATED
Print Name
Address:
By:
Print Name:
Title:
Source: MICROFINANCIAL INC, 10-K, March 31, 2010
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MICROFINANCIAL INCORPORATED
Restricted Stock Unit Agreement
under the 2008 Equity Incentive Plan
Incorporated Terms and Conditions
1. Plan Incorporated by Reference. The provisions of the MicroFinancial Incorporated 2008 Equity Incentive Plan (the “Plan”) are
incorporated into and made a part of this Agreement by this reference. Capitalized terms used and not otherwise defined in this
Agreement have the meanings given to them in the Plan. To the extent there is any inconsistency between the terms of the Plan and
this Agreement, the terms of the Plan shall control. The Committee administers the Plan, and its determinations regarding the
interpretation and operation of the Plan and this Agreement are final and binding. The Board may in its sole discretion at any time
terminate or from time to time modify and amend the Plan as provided therein. The Participant may obtain a copy of the Plan without
charge upon request to the Company’s Human Resources Department.
2. Vesting of RSUs. Subject to Section 4 below, the Award shall vest and become nonforfeitable as set forth in the Award
Agreement.
3. Award and Restricted Stock Units Not Transferable. Except as otherwise provided in the Plan, if applicable, this Award and the
Restricted Stock Units may not be sold, assigned, transferred, pledged or otherwise disposed of, alienated or encumbered, by the
Restricted Stockholder, either voluntarily or involuntarily.
4. Termination of Employment or Engagement. Subject to the General Provisions contained in Section 6 of the Plan, if the
Participant is no longer employed by or providing services to the Company or an Affiliate (“Termination Date”) for any reason
(voluntary or involuntary and including disability, death or retirement), all Restricted Stock Units that remain unvested shall
immediately and irrevocably terminate and be canceled as of the Termination Date, and the underlying Shares in respect of such RSUs
shall immediately and irrevocably be forfeited as of the Termination Date, without payment of any consideration by the Company and
without any other action by the Participant or the Participant’s beneficiary or personal representative, as the case may be. Authorized
leave of absence or absence on military or government service shall not constitute termination of employment for this purpose so long
as either (a) such absence is for a period of no more than 90 calendar days or (b) the Participant’s right to re-employment after such
absence is guaranteed either by statute or by contract.
5. No Right to Shares or as a Stockholder. The Participant shall not have any right in, to or with respect to any of the shares of
Common Stock issuable under the Award until the Award is settled by issuance of such shares of Common Stock to the Participant.
Notwithstanding the foregoing, if the Company declares and pays dividends on the Common Stock during the Vesting Period, the
Participant will be credited with additional amounts for each Restricted Stock Unit equal to the dividend that would have been paid
with respect to such Restricted Stock Unit if it had been an actual share of Common Stock, which amount shall remain subject to
restrictions, shall vest concurrently with the vesting of the Restricted Stock Units upon which such dividend equivalent amounts were
paid, and shall be paid in cash, without interest, in accordance with Section 6 below.
6. Timing and Manner of Payment of Restricted Stock Units. On or as soon as administratively practicable following each Vesting
Date of the applicable portion of the Award but in no event later than March 15 of the calendar year following the calendar year in
which the Vesting Date occurs, the Company shall issue to the Participant the number of shares of Common Stock (either by
delivering one or more certificates for such shares of Common Stock or by entering such shares of
Source: MICROFINANCIAL INC, 10-K, March 31, 2010
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Common Stock in book entry form, as determined by the Company in its discretion) equal to the number of Restricted Stock Unit that
vest on such applicable Vesting Date, less any tax withholdings (as set forth in Section 7 below) unless such Restricted Stock Units
terminate prior to such Vesting Date pursuant to Section 4 above.
7. Payment of Taxes. The Participant shall pay to the Company, or make provision satisfactory to the Committee for payment of,
any taxes required by law to be withheld with respect to the shares of Common Stock no later than the date of the event creating the
tax liability and in any event before any shares of Common Stock are delivered to the Participant. The Company and its Affiliates
may, to the extent permitted by law, deduct any such tax obligations from any payment of any kind due to the Participant. The
Company may, in its discretion, withhold from the shares of Common Stock delivered to the Participant for any Vesting Date such
number of shares of Common Stock as the Company determines is necessary to satisfy the minimum tax obligations required by law
to be withheld or paid in connection with the issuance of such shares of Common Stock, valued at their Fair Market Value on the date
of issuance.
8. Securities and Other Laws. It shall be a condition to the Participant’s right to receive the shares of Common Stock hereunder that
the Company may, in its discretion, require (a) that the shares of Common Stock shall have been duly listed, upon official notice of
issuance, upon any national securities exchange or automated quotation system on which the Company’s Common Stock may then be
listed or quoted, (b) that either (i) a registration statement under the Securities Act of 1933 with respect to the shares of Common
Stock shall be in effect, or (ii) in the opinion of counsel for the Company, the proposed issuance and delivery of the shares of
Common Stock to the Participant shall be exempt from registration under that Act and the Participant shall have made such
undertakings and agreements with the Company as the Company may reasonably require, and (c) that such other steps, if any, as
counsel for the Company shall consider necessary to comply with any law applicable to the issuance of such shares of Common Stock
by the Company shall have been taken by the Company or the Participant, or both.
9. Limitation on Participant’s Rights. No person shall have any claim or right to be granted an Award. Each employee of the
Company or any of its Affiliates is an employee-at-will unless, and only to the extent, provided in a written employment agreement
for a specified term executed by the Company. Neither the adoption, maintenance, nor operation of the Plan nor any Award thereunder
shall confer upon any employee of the Company or of any Affiliate any right with respect to the continuance of his or her employment
by the Company or any such Affiliate nor shall they interfere with the right of the Company or Affiliate to terminate any employee at
any time or otherwise change the terms of employment, including, without limitation, the right to promote, demote or otherwise
re-assign any employee from one position to another within the Company or any Affiliate. This Award Agreement creates only a
contractual obligation on the part of the Company as to amounts payable and shall not be construed as creating a trust. The Participant
shall have only the rights of a general unsecured creditor of the Company with respect to amounts credited and benefits payable, if
any, with respect to the Restricted Stock Units, and rights no greater than the right to receive the Common Stock as a general
unsecured creditor with respect to Restricted Stock Units, as and when payable hereunder.
10. Data Privacy. The Participant acknowledges and consents to the collection, use, processing and transfer of personal data as
described in this Section 10. The Company hold certain personal information about the Participant, including the Participant’s name,
home address and telephone number, date of birth, social security number or other employee identification number, salary, nationality,
job title, any shares of Common Stock or directorships held in the Company, details of all options or any other entitlement to the
Common Stock awarded, canceled, purchased, vested, unvested or outstanding in the Participant’s favor, for the purpose of managing
and administering the Plan (“Data”). The Company and its related entities may transfer Data amongst themselves as necessary for the
purpose of
Source: MICROFINANCIAL INC, 10-K, March 31, 2010
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implementation, administration and management of the Participant’s participation in the Plan, and the Company and its related entities
may each further transfer Data to any third parties assisting the Company or any such related entity in the implementation,
administration and management of the Plan. The Participant acknowledges that the transferors and transferees of such Data may be
located anywhere in the world and hereby authorizes each of them to receive, possess, use, retain and transfer the Data, in electronic or
other form, for the purposes of implementing, administering and managing the Participant’s participation in the Plan, including any
transfer of such Data as may be required for the administration of the Plan and/or the subsequent holding of shares of Common Stock
on the Participant’s behalf to a broker or to other third party with whom the Participant may elect to deposit any shares of Common
Stock acquired under the Plan (whether pursuant to the Award or otherwise).
11. Electronic Delivery and Acceptance. The Company may, in its sole discretion, deliver any documents related to the Award by
electronic means or request the Participant’s consent to participate in the Plan by electronic means. The Participant hereby consents to
receive all applicable documentation by electronic delivery and agrees to participate in the Plan through an on-line (and/or voice
activated) system to the extent such a system is established and maintained by the Company or a third party vendor designated by the
Company.
12. Notices. Any notice to be given under the terms of this Award Agreement shall be in writing and addressed to the Company at
its principal office to the attention of the Secretary, and to the Participant at the Participant’s last address reflected on the Company’s
records, or at such other address as either party may hereafter designate in writing to the other.
13. Entire Agreement. This Award Agreement and the Plan together constitute the entire agreement and supersede all prior
understandings and agreements, written or oral, of the parties hereto with respect to the subject matter hereof. The Plan and this Award
Agreement may be amended pursuant to Section 6 of the Plan by written agreement signed by the Company and the Participant.
14. Construction. It is intended that the terms of the Award will not result in the imposition of any tax liability pursuant to
Section 409A of the Code. This Award Agreement shall be construed and interpreted consistent with that intent.
15. Governing Law. This Award Agreement shall be governed by and construed and enforced in accordance with the laws of the
Commonwealth of Massachusetts without regard to conflict of law principles thereunder.
16. Severability. The provisions of this Award Agreement are severable and if any one of more provisions are determined to be
invalid, illegal or otherwise unenforceable in any respect, in whole or in part, the remaining provisions shall nevertheless be binding
and enforceable.
17. Imposition of Other Requirements. The Company reserves the right to impose other requirements on the Participant’s
participation in the Plan, on the Restricted Stock Units and on any shares of Common Stock acquired under the Plan, to the extent the
Company determines it is necessary or advisable in order to comply with local law or facilitate the administration of the Plan, and to
require the Participant to sign any additional agreements or undertakings that may be necessary to accomplish the foregoing.
18. Counterparts. For the convenience of the parties and to facilitate execution, this Agreement may be executed in two or more
counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same document.
Source: MICROFINANCIAL INC, 10-K, March 31, 2010
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Leasecomm Corporation
TimePayment Corp.
SUBSIDIARIES OF THE REGISTRANT
Exhibit 21.1
Source: MICROFINANCIAL INC, 10-K, March 31, 2010
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CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
As independent registered public accountants, we hereby consent to the incorporation of our report dated March 31, 2010 relating
to the consolidated financial statements of MicroFinancial Incorporated as of December 31, 2009 and 2008, and for the years ended
December 31, 2009, 2008 and 2007 included in this Form 10-K, into the Company’s previously filed Registration Statements on Form
S-8 (File Nos. 333-75801, 333-77211, 333-85324 and 333-151809) and Form S-3 (File No. 333-122020).
Exhibit 23.1
/s/ Caturano and Company, P.C.
Boston, Massachusetts
March 31, 2010
Source: MICROFINANCIAL INC, 10-K, March 31, 2010
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Exhibit 31.1
I, Richard F. Latour, certify that:
CERTIFICATION
1.
2.
I have reviewed this annual report on Form 10-K of MicroFinancial Incorporated;
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading
with respect to the period covered by this report;
3.
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all
material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods
presented in this report;
4.
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures
(as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in
Exchange Act rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a)
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under
our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is
made known to us by others within those entities, particularly during the period in which this report is being prepared;
b)
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be
designed under our supervision, to provide assurance regarding the reliability of financial reporting and the preparation of
financial statements for external purposes in accordance with generally accepted accounting principles;
c)
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our
conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this
report based on such evaluation; and
d)
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the
registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has
materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over
financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons
performing the equivalent functions):
a)
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting
which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial
information; and
b)
Any fraud, whether or not material, that involves management or other employees who have a significant role in the
registrant’s internal control over financial reporting.
/s/ Richard F. Latour
Richard F. Latour
President and Chief Executive Officer
Date: March 31, 2010
Source: MICROFINANCIAL INC, 10-K, March 31, 2010
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Exhibit 31.2
I, James R. Jackson Jr., certify that:
CERTIFICATION
1.
2.
I have reviewed this annual report on Form 10-K of MicroFinancial Incorporated;
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading
with respect to the period covered by this report;
3.
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all
material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods
presented in this report;
4.
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures
(as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in
Exchange Act rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a)
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under
our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is
made known to us by others within those entities, particularly during the period in which this report is being prepared;
b)
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be
designed under our supervision, to provide assurance regarding the reliability of financial reporting and the preparation of
financial statements for external purposes in accordance with generally accepted accounting principles.
c)
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our
conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this
report based on such evaluation; and
d)
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the
registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has
materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over
financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons
performing the equivalent functions):
a)
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting
which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial
information; and
b)
Any fraud, whether or not material, that involves management or other employees who have a significant role in the
registrant’s internal control over financial reporting.
/s/ James R. Jackson Jr
James R. Jackson, Jr.
Vice President and Chief Financial Officer
Date: March 31, 2010
Source: MICROFINANCIAL INC, 10-K, March 31, 2010
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MicroFinancial, Incorporated
Certification of Chief Executive Officer
Regarding Annual Report on Form 10-K for the
Year Ended December 31, 2009
Exhibit 32.1
I, Richard F. Latour, President and Chief Executive Officer of MicroFinancial Incorporated (the “Company”), hereby certify that,
to the best of my knowledge, based upon a review of the Annual Report on Form 10-K for the year ended December 31, 2009 (the
“Covered Report”) and, except as corrected or supplemented in a subsequent covered report:
• the Covered Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
• the information contained in the Covered Report fairly presents, in all material respects, the financial condition and results of
operations of the Company.
In Witness Whereof, the undersigned has signed this Certification as of March 31, 2010.
/s/ Richard F. Latour
Richard F. Latour
President and Chief Executive Officer
Source: MICROFINANCIAL INC, 10-K, March 31, 2010
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MicroFinancial, Incorporated
Certification of Chief Financial Officer
Regarding Annual Report on Form 10-K for the
Year Ended December 31, 2009
Exhibit 32.2
I, James R. Jackson Jr., Vice President and Chief Financial Officer of MicroFinancial Incorporated (the “Company”), hereby
certify that, to the best of my knowledge, based upon a review of the Annual Report on Form 10-K for the year ended December 31,
2009 (the “Covered Report”) and, except as corrected or supplemented in a subsequent covered report:
• the Covered Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
• the information contained in the Covered Report fairly presents, in all material respects, the financial condition and results of
operations of the Company.
In Witness Whereof, the undersigned has signed this Certification as of March 31, 2010.
/s/ James R. Jackson Jr
James R. Jackson, Jr.
Vice President and Chief Financial Officer
_____________________________________
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Source: MICROFINANCIAL INC, 10-K, March 31, 2010
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