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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 12b-25
Commission File Number 000-23283
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NOTIFICATION OF LATE FILING
(Check One): [ ] 10-K [ ] Form 11-K [ ] Form 20-F [X] Form 10-Q
[ ] Form N-SAR
For Period Ended: June 30, 1999
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[ ] Transition Report on Form 10-K [ ] Transition Report on Form 10-Q
[ ] Transition Report on Form 20-F [ ] Transition Report on Form N-SAR
[ ] Transition Report on Form 11-K
For the Transition Period Ended:
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Read Instruction (on back page) Before Preparing Form. Please Print or
Type.
NOTHING IN THIS FORM SHALL BE CONSTRUED TO IMPLY THAT THE COMMISSION HAS
VERIFIED ANY INFORMATION CONTAINED HEREIN.
If the notification relates to a portion of the filing checked above,
identify the item(s) to which the notification relates:
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PART I
REGISTRANT INFORMATION
Full name of registrant Franchise Mortgage Acceptance Company
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Former name of applicable
N/A
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Address of principal executive office (Street and number)
1888 Century Park East, Third Floor
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City, state and zip code Los Angeles, California 90067
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PART II
RULE 12b-25(b) and (c)
If the subject report could not be filed without unreasonable effort or
expense and the registrant seeks relief pursuant to Rule 12b-25(b), the
following should be completed. (Check box if appropriate.)
| (a) The reasons described in reasonable detail in Part III of this form
| could not be eliminated without unreasonable effort or expense;
| (b) The subject annual report, semi-annual report, transition report on
[X] | Form 10-K, 20-F, 11-K, or Form N-SAR, or portion thereof will be
| filed on or before the 15th calendar day following the prescribed
| due date; or the subject quarterly report or transition report on
| Form 10-Q, or portion thereof will be filed on or before the fifth
| calendar day following the prescribed due date; and
| (c) The accountant's statement or other exhibit required by Rule
| 12b-25(c) has been attached if applicable.
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PART III
NARRATIVE
State below in reasonable detail the reasons why Form 10-K, 11-K, 20-F, 10-Q,
N-SAR or the transition report portion thereof could not be filed within the
prescribed time period. (Attach extra sheets if needed.)
The Registrant's Quarterly Report of Form 10-Q for the fiscal quarter ended
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June 30, 1999, could not be filed within the prescribed time period because
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Registrant's management has been finalizing certain financial information and
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reports in connection with the pending merger involving the Registrant and Bay
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View Capital Corporation and such information to be contained in the Form 10-Q
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for the fiscal quarter ended June 30, 1999, could not be prepared by Registrant
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without unreasonable effort and expense.
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PART IV
OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
Raedelle Walker (310) 229-2660
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(Name) (Area Code) (Telephone Number)
(2) Have all other periodic reports required under Section 13 or 15(d) of
the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act
of 1940 during the preceding 12 months or for such shorter period that the
registrant was required to file such report(s) been filed? If the answer is no,
identify report(s).
[X] Yes [ ] No
(3) Is it anticipated that any significant change in results of operations
from the corresponding period for the last fiscal year will be reflected by the
earnings statements to be included in the subject report or portion thereof?
[X] Yes [ ] No
If so: attach an explanation of the anticipated change, both narratively and
quantitatively, and, if appropriate, state the reasons why a reasonable estimate
of the results cannot be made.
Franchise Mortgage Acceptance Company
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(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned
thereunto duly authorized.
Date: August 16, 1999 By /s/ Raedelle Walker
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Executive Vice President and Chief Financial
Officer
Instruction. The form may be signed by an executive officer of the
registrant or by any other duly authorized representative. The name and
title of the person signing the form shall be typed or printed beneath the
signature. If the statement is signed on behalf of the registrant by an
authorized representative (other than an executive officer), evidence of the
representative's authority to sign on behalf of the registrant shall be filed
with the form.
ATTENTION
Intentional misstatements or omissions of fact constitute Federal criminal
violations (see 18 U.S.C. 1001).
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GENERAL INSTRUCTIONS
1. This form is required by Rule 12b-25 (17 CFR 240/12b-25) of the General
Rules and Regulations under the Securities Exchange Act of 1934.
2. One signed original and four conformed copies of this form and amendments
thereto must be completed and filed with the Securities and Exchange Commission,
Washington, DC 20549, in accordance with Rule 0-3 of the General Rules and
Regulations under the Act. The information contained in or filed with the form
will be made a matter of public record in the Commission files.
3. A manually signed copy of the form and amendments thereto shall be filed
with each national securities exchange on which any class of securities of the
registrant is registered.
4. Amendments to the notifications must also be filed on Form 12b-25 but
need not restate information that has been correctly furnished. The form shall
be clearly identified as an amended notification.
5. Electronic Filers. This form shall not be used by electronic filers
unable to timely file a report solely due to electronic difficulties. Filers
unable to submit report within the time period prescribed due to difficulties
in electronic filing should comply with either Rule 201 or Rule 202 of
Regulations S-T or apply for an adjustment in filing date pursuant to Rule 13(b)
of Regulation S-T.
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FOR IMMEDIATE RELEASE
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CONTACT: Christopher Wailes Raedelle Walker (Investor Relations)
- -------- Austin Lawrence Group FMAC
203/961-8888, ext. 3022 888/912-3622
FMAC REPORTS SECOND QUARTER RESULTS
LOS ANGELES, August 16, 1999 -- Franchise Mortgage Acceptance Company (NASDAQ:
FMAX) announced its results of operations for the second quarter of 1999.
FMAC reported a net loss of $5.2 million for the second quarter of 1999, as
compared to net income of $9.8 million for the second quarter of 1998. This
resulted in basic and diluted losses per share of $0.18 for the second quarter
of 1999 as compared to net income per share of $0.34 for the second quarter of
1998. The losses are primarily attributable to lower profitability from the
sale of loans and an increased provision for losses as compared to the second
quarter of 1998. Since the first quarter of 1999, FMAC has been selling its
loans to Bay View Bank (Bay View) in anticipation of the merger, for which a
Definitive Merger Agreement was signed on March 11, 1999. The transaction is
expected to close toward the end of the third quarter of 1999.
Revenues for the second quarter of 1999 were $16.9 million, compared to $31.6
million for the second quarter of 1998. In addition to the lower profitability
from the sale of loans, FMAC wrote down its equipment loans and leases held for
sale by $1.7 million in anticipation of a sale which is expected to close in the
third quarter of 1999. The sale of these loans and leases is a part of the
liquidation of FMAC's equipment finance division. The division's operational
unit was sold on April 30, 1999.
Servicing income for the second quarter of 1999 was $5.3 million increasing 15%
from $4.6 million for the second quarter of 1998, reflecting the increase in
FMAC's servicing portfolio to $6.0 billion at June 30, 1999, from $4.5 billion
at June 30, 1998. Delinquencies, more than 30 days past due were 0.68% of
FMAC's $6.0 billion servicing portfolio as of June 30, 1999, as compared to
1.05% of its $5.7 billion portfolio as of March 31, 1999. "Our servicing
portfolio continues to grow, providing more than $5 million per quarter in
recurring revenues, said Wayne L. Knyal, president and chief
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executive officer of FMAC. "Our low delinquency ratio demonstrates the
continuing quality of our credits."
Total expenses for the second quarter of 1999 were $26.6 million, as compared to
$14.5 million in the same quarter of 1998. Certain of the expense increases in
the second quarter of 1999 were related to activities in anticipation of the
merger with Bay View. Increases in professional services, occupancy and general
administrative expenses include expenses of preparing for "Year 2000" risks,
which were expanded in anticipation of the Bay View merger; legal and consulting
expenses associated with warehouse line renewals and negotiations, sale of the
leasing division and divestiture of the Company's joint ventures and equity
holdings in anticipation of the merger; expenses of the Company's golf joint
venture, which is in the process of being closed in anticipation of the merger;
expenses of FMAC Insurance Services, which was not in existence until the end of
the second quarter of 1998; and depreciation and office-related expenses
associated with the expansion and moving of several large offices in the later
half of 1998.
The provision for losses of $9.9 million in the second quarter of 1999, as
compared to $0.6 million in the second quarter of 1998 represents the most
significant portion of the increase in total expenses between the two periods.
$2.2 million of this provision relates to the remaining delinquent equipment
loans and leases which could not be sold in the liquidation of the Company's
equipment financing division. $2.3 million relates to the Company's golf joint
venture, which is only 50% owned. $0.5 million is attributable to a change in
the timing of cash flows of one of the Company's residual interests in a
securitization. A portion of the remaining provision relates to five problem
loans for which new information reflected a deteriorating valuation during the
second quarter of 1999, enabling the Company to better estimate the value of the
collateral. The remainder of the provision was related to two loans which are
not past due, but are experiencing some reduction in their fixed charge coverage
ratios. The Company considered an allowance to be prudent in these situations.
FMAC's net loss for the six months ended June 30, 1999 was $116,000, or $0.0 per
share, as compared to net income of $17.1 million, or $.59 per share, for the
same period in 1998. Total revenues were $40.2 million for the six months ended
June 30, 1999,
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down from $53.8 million from the six months ended June 30, 1998. Total expenses
were $41.3 million for the six months ended June 30, 1999, up from $24.3 million
for the same period in 1998. A significant portion of the increase in expenses
between the two six month periods is attributable to FMAC's acquisition of
Banker's Mutual on April 1, 1998.
FMAC's loan production totaled $909 million for the six months ended June 30,
1999, as compared to $942 million for the six months ended June 30, 1998. The
decrease is primarily attributable to lagging loan closings in the first half of
1999 resulting from the market anomalies in the later half of 1998. "Our loan
production pipeline remains strong," commented Mr. Knyal. "Our July, 1999 loan
originations totaled $304 million."
On March 11, 1999, FMAC signed a Definitive Merger Agreement with Bay View.
Under the terms of the Definitive Merger Agreement, Bay View will acquire all of
the common Stock of FMAC for consideration valued at approximately $309 million.
Each share of FMAC common stock will be exchanged for a combination of cash and
Bay View common stock. The transaction is expected to close at the end of the
third quarter or the beginning of the fourth quarter of 1999.
FMAC, founded in 1991, is a specialty commercial finance company engaged in
the business of originating and servicing loans to small businesses, with a
primary focus on established national and regional franchise concepts and multi-
family apartment operators. The Los Angeles-based company has provided more
than $6.0 billion in customer financing and has enabled investor participation
through 15 securitizations of pooled loans totaling more than $2.4 billion. The
company's servicing portfolio is currently $6.2 billion. FMAC has regional
offices in Atlanta, Dallas, Denver, Greenwich, Newport Beach and Morristown,
N.J., with local offices in several other states across the country.
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Certain statements contained herein are "forward-looking" statements within the
meaning of applicable federal securities laws. These forward-looking statements
may be identified by reference to a future period(s) or by the use of forward-
looking terminology, such as "may," "will," "intend," "should," "expect,"
"anticipate," "estimate," "continue" or the negatives thereof or other
comparable terminology. FMAC's actual results could differ
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materially from those anticipated in such forward-looking statements due to a
variety of factors, including, but not limited to, changes in national, regional
or local economic environments, competitive projects and pricing, government
fiscal and monetary policies, changes in prevailing interest rates, other
investments, as well as the other risks detailed in the Company's filings with
the Securities and Exchange Commission.
