Bay View Capital Corporation Announces Third Quarter Results SAN MATEO, Calif., Nov. 3 /PRNewswire-FirstCall/ -- Bay View Capital Corporation (the "Company") today reported a third quarter 2004 net loss of $1.4 million, or $0.22 per diluted share, compared to a second quarter 2004 net loss of $121 thousand, or $.02 per diluted share. Comparable data is not available for the third quarter of 2003 when the Company was using the liquidation basis of accounting. The per share data reflects the 1-for-10 reverse split on June 30, 2004. Results of Operations The Company's results of operations reflect primarily the results of operations of Bay View Acceptance Corporation ("BVAC"), the Company's wholly owned indirect auto finance subsidiary. The most important components of the Company's results of operations are its net interest income, its noninterest income and its noninterest expense. Net interest income totaled $3.8 million for the third quarter of 2004 compared to $3.0 million for the second quarter of 2004. The increase in net interest income was primarily the result of decreased interest expense due to the redemption of the Company's 9.76% Cumulative Capital Securities on June 30, 2004. Noninterest income was $1.5 million for the third quarter of 2004 compared to $6.3 million for the second quarter of 2004. The decrease in noninterest income was principally the result of unrealized losses on interest rate swaps used by BVAC. Noninterest income for the third quarter of 2004 reflects $1.4 million of unrealized losses on interest rate swaps, while the second quarter of 2004 included $2.8 million of unrealized gains on interest rate swaps. This volatility is primarily due to decreased intermediate term interest rates during the third quarter of 2004 compared to increases during the second quarter of 2004. BVAC employs the interest rate swaps as part of its hedging activity designed to protect the economic value of its warehouse inventory of auto contracts from exposure to rising interest rates. While BVAC's hedging activity has provided an effective economic hedge since it was commenced in the third quarter of 2003, the unrealized gains or losses from hedging, which are reflected in BVAC's results of operations as incurred, produce volatility in quarter-to-quarter earnings. For the nine months ended September 30, 2004, BVAC had $1.2 million of unrealized gains on interest rate swaps, reflecting the increase in intermediate term rates that occurred since the beginning of the year. Financial Condition The Company's total assets were $390.7 million at September 30, 2004, compared to $364.1 million at December 31, 2003, reflecting $111.2 million of net growth in auto loan contracts, partially offset by $50.1 million payoffs on the Company's auto leasing business. At September 30, 2004, the Company had deferred tax assets of approximately $17.7 million, consisting of net deferred tax assets of $39.2 million less a valuation allowance of $21.5 million. On September 30, 2004, the Company distributed $16.5 million in cash, or $2.50 per share, to the holders of its stock. BVAC BVAC acquires auto installment contracts from a network of approximately 7,000 manufacturer-franchised and independent auto dealers in 33 states. BVAC has positioned itself in the market as a lender for well-qualified borrowers. While BVAC competes with other lenders for good credit quality auto loans, BVAC offers specialized products such as extended term financing and larger advances for high credit quality customers and uses these products to establish relationships with automobile dealers. As previously announced, on September 7, 2004, Prodyodth K. "PK" Chatterjee joined the Company as President and Chief Executive Officer of BVAC and as Executive Vice President and Director of Retail Operations for the Company. "While PK has been with us only a very short time, he has already begun implementation of initiatives to improve production and enhance risk-based pricing," stated Charles G. Cooper, the Company's Chief Executive Officer. BVAC's net interest income for the third quarter of 2004 improved to $3.6 million from $3.4 million in the second quarter of 2004, primarily due to an increased inventory of auto contracts. During the third quarter of 2004, BVAC purchased $69.5 million of auto contracts compared to $75.9 million in the second quarter of 2004. BVAC attributes this decline to lower auto sales and aggressive marketing programs launched by auto manufacturers. BVAC's purchases of auto contracts in the third quarter of 2004 increased 3.9% from purchases of $66.9 million in the third quarter of 2003. For the third quarter of 2004, purchased contract rates averaged 8.06% compared to second quarter rates that averaged 7.86%. BVAC's credit quality indicators also improved in the third quarter of 2004. FICO scores for the quarter averaged 742, compared to an average of 734 for second quarter 2004 production. Net chargeoffs declined to 1.01% of managed contracts in the third quarter of 2004 compared to 1.21% for the second quarter of 2004. During the third quarter and first nine months of 2004, BVAC sold $9.3 million and $24.8 million of auto contracts, respectively, on a "whole loan" basis with servicing retained. At September 30, 2004, BVAC was servicing 28,146 auto contracts with an aggregate outstanding balance of $556.8 million compared to 29,057 auto contracts with an aggregate outstanding balance of $561.6 million at June 30, 2004. Liquidation Activities The Company continues to dispose of the assets and satisfy the liabilities it assumed from Bay View Bank, N.A., whose dissolution was effective on September 30, 2003. Since December 31, 2003, $87.9 million of these assets have been liquidated and $51.8 million of liabilities have been discharged. At September 30, 2004, remaining assets to be liquidated, including restricted cash, auto leases, commercial loans and foreclosed real estate, totaled approximately $65.8 million compared to $153.6 million at December 31, 2003. Remaining liabilities to be satisfied, including a $3.6 million financing secured by cash flow from remaining auto leases, totaled $7.3 million at September 30, 2004 compared to $59.0 million at December 31, 2003. Nonperforming assets, net of market-to-market valuation allowances, were $5.6 million at September 30, 2004. Total loans that were delinquent 60 days or more were $1.2 million at September 30, 2004. Other During the fourth quarter of 2003, the Company's Board of Directors amended the Plan of Dissolution and Stockholder Liquidity (the "Plan"), which the Company adopted in October 2002, to become a plan of partial liquidation. As a result, the Company discontinued its use of the liquidation basis of accounting and re-adopted the going concern basis of accounting effective October 1, 2003. Accordingly, the Company is providing the following financial statements herein: Financial Condition: Consolidated Statements of Financial Condition as of September 30, 2004 and December 31, 2003 Results of Operations / Change in Net Assets: Consolidated Statements of Operations and Comprehensive Loss for the three- and nine-month periods ended September 30, 2004 and the three-month period ended June 30, 2004 and a Consolidated Statement of Changes in Net Assets in Liquidation (Liquidation Basis) for the three- and nine-month periods ended September 30, 2003. The Company will host a conference call at 2:00 p.m. PST on November 4, 2004 to discuss its financial results. Analysts, media representatives and the public are invited to listen to this discussion by calling 888-793-6954 and referencing the password "BVC." An audio replay of this conference call will be available through Friday, December 3, 2004 and can be accessed by dialing 800-489-7535. Bay View Capital Corporation is a financial services company headquartered in San Mateo, California and is listed on the NYSE: BVC. For more information, visit the Company's website at http://www.bayviewcapital.com/. Forward-Looking Statements All statements contained in this release that are not historic facts are based on current expectations. Such statements are forward-looking statements (as defined in the Private Securities Litigation Reform Act of 1995) in nature and involve a number of risks and uncertainties. Although the Company currently believes that the assumptions underlying the forward-looking statements are reasonable, any of the assumptions could prove inaccurate and, therefore, there can be no assurance that the results contemplated by the forward-looking statements will be realized. For information regarding factors that could cause the results contemplated by the forward-looking statements to differ from expectations, such as the inability to achieve the financial goals of both the Company's plan of partial liquidation, including any financial goals related to contemplated asset resolution; and the Company's plan for the continuing operation of the auto business, including the inability to use net operating loss carryforwards that the Company currently has, please refer to the Company's Reports on Forms 10-K and 10-Q filed with the Securities and Exchange Commission. In light of the significant uncertainties inherent in the forward-looking statements included herein, the inclusion of such statements should not be regarded as a representation by the Company or any other person. The Company disclaims any obligation to update such forward-looking statements or to announce publicly the results of any revisions to any of the forward-looking statements included herein to reflect future events or developments. Bay View Capital Corporation Consolidated Statements of Financial Condition (Unaudited) September 30, December 31, 2004 2003 (Dollars in thousands) ASSETS Cash and cash equivalents: Cash and due from depository institutions $6,724 $11,434 Short-term investments 19 129 6,743 11,563 Restricted cash 32,749 32,240 Securities available-for-sale: Retained interests in securitizations 24,680 28,590 Mortgage-backed and other securities -- 6,139 Loans held-for-sale: Installment contracts 129,371 165,874 Other loans 925 12,074 Installment contracts held-for-investment, net 147,703 -- Investment in operating lease assets, net 16,510 66,657 Real estate owned, net 4,179 4,955 Premises and equipment, net 580 371 Repossessed vehicles 500 438 Income taxes, net 16,840 21,031 Goodwill 1,846 1,846 Other assets 8,098 12,340 Total assets $390,724 $364,118 LIABILITIES AND STOCKHOLDERS' EQUITY Borrowings: Warehouse credit facility $246,006 $138,221 Other borrowings 3,608 16,055 Junior Subordinated Deferrable Interest Debentures -- 24,784 Other liabilities 11,774 17,500 Liquidation reserve 8,377 11,626 Total liabilities 269,765 208,186 Stockholders' equity: Common stock ($.01 par value); authorized, 80,000,000 shares; issued, 2004 - 6,593,870 shares; 2003 - 6,579,333 shares; outstanding, 2004 - 6,590,427 shares; 2003 - 6,575,890 shares 66 658 Additional paid-in capital 124,420 156,588 Accumulated deficit (3,058) (673) Treasury stock, at cost; 2004 - 11,078 shares; 2003 - 3,443 shares (587) (587) Accumulated other comprehensive gain (loss) 118 (54) Total stockholders' equity 120,959 155,932 Total liabilities and stockholders' equity $390,724 $364,118 Bay View Capital Corporation Consolidated Statements of Operations and Comprehensive Loss (Unaudited) For the Nine For the Three Months Ended Months Ended September 30, June 30, September 30, 2004 2004 2004 (Dollars in thousands, except per share amounts) Interest income: Interest on loans and leases $5,217 $4,508 $13,880 Interest on mortgage- backed securities -- 2 31 Interest and dividends on investment securities 743 702 2,173 5,960 5,212 16,084 Interest expense: Interest on borrowings 2,147 2,163 6,252 2,147 2,163 6,252 Net interest income 3,813 3,049 9,832 Provision for losses on installment contracts 331 521 852 Net interest income after provision for losses on installment contracts 3,482 2,528 8,980 Noninterest income: Leasing income 2,510 3,596 11,334 Loan servicing income 720 852 2,519 Unrealized gains (losses) on interest rate swap agreements (1,433) 2,809 1,162 Unrealized losses on installment contracts and other loans (249) (1,100) (1,354) Loan fees and charges 239 224 963 Loss on sale of assets and liabilities, net (367) (8) (907) Other, net 68 (117) 1,168 1,488 6,256 14,885 Noninterest expense: General and administrative 6,009 6,146 18,696 Leasing expenses 1,190 2,848 8,705 Real estate owned operations, net 109 (11) 389 7,308 8,983 27,790 Loss before income tax benefit (2,338) (199) (3,925) Income tax benefit (917) (78) (1,540) Net loss $(1,421) $(121) $(2,385) Basic loss per share $(0.22) $(0.02) $(0.36) Diluted loss per share $(0.22) $(0.02) $(0.36) Weighted-average basic shares outstanding 6,588 6,586 6,583 Weighted-average diluted shares outstanding 6,588 6,586 6,583 Net loss $(1,421) $(121) $(2,385) Other comprehensive income (loss), net of tax: Change in unrealized gain (loss) on securities available-for-sale, net of tax expense (benefit) of ($254), $(24) and $110 for the three months ended September 30, 2004 and June 30, 2004 and the nine months ended September 30, 2004, respectively (398) (38) 172 Other comprehensive income (loss) (398) (38) 172 Comprehensive loss $(1,819) $(159) $(2,213) Bay View Capital Corporation Consolidated Statement of Changes in Net Assets in Liquidation (Liquidation Basis) (Unaudited) For the Three For the Nine Months Ended Months Ended September 30, September 30, 2003 2003 (Dollars in thousands) Net assets in liquidation at beginning of period $409,864 $410,064 Pre-tax loss from operations (2,228) (4,595) Changes in estimated values of assets and liabilities (3,407) (5,995) Income tax benefit 4,664 6,252 Net loss from operations (971) (4,338) Other changes in net assets in liquidation(A) 921 4,088 Net assets in liquidation at end of period $409,814 $409,814 (A) Primarily represents proceeds from stock options and warrants exercised. BAY VIEW CAPITAL CORPORATION SELECTED FINANCIAL DATA (Unaudited) For the Nine For the Nine For the Three Months Ended Months Ended Months Ended Sept. 30, June 30, Sept. 30, Sept. 30, Sept. 30, 2004 2004 2003 2004 2003 Going Concern Basis Liquidation Going Liquidation Basis Concern Basis Basis (Dollars in thousands) Selected Results of Operations/Changes in Net Assets in Liquidation Information: Net interest income(A) $3,813 $3,049 $2,463 $9,832 $9,540 Provision for losses on installment contracts (331) (521) -- (852) -- Leasing income 2,510 3,596 8,805 11,334 32,578 Loan servicing income 720 852 1,119 2,519 3,689 Unrealized gains (losses) on interest rate swap agreements (1,433) 2,809 (1,448) 1,162 (1,448) Unrealized losses on installment contracts and other loans (249) (1,100) -- (1,354) -- Loan fees and charges 239 224 270 963 1,007 Gain (loss) on sale of assets and liabilities, net (367) (8) 819 (907) 787 Other income, net 68 (117) 193 1,168 474 General and administrative expenses (6,009) (6,146) (7,336) (18,696) (26,338) Leasing expense (1,190) (2,848) (7,009) (8,705) (24,421) Other expense (109) 11 (104) (389) (463) Pre-tax loss from operations (2,338) (199) (2,228) (3,925) (4,595) Changes in estimated liquidation values of assets and liabilities -- -- (3,407) -- (5,995) Income tax benefit 917 78 4,664 1,540 6,252 Other changes in net assets in liquidation -- -- 921 -- 4,088 Change in net assets in liquidation -- -- $(50) -- $(250) Net loss $(1,421) $(121) $(2,385) At Sept. 30, At June 30, At Sept. 30, 2004 2004 2003 Going Concern Basis Liquidation Basis (Dollars in thousands) Installment Contracts and Loans Receivable: Auto installment contracts(B) Installment contracts held-for-sale $129,371 $149,637 $122,715 Installment contracts held-for-investment 147,703 102,502 -- Total auto installment contracts 277,074 252,139 122,715 Other loans and leases: Commercial mortgage loans -- -- 2,642 Franchise loans 593 4,856 23,998 Asset-based loans, syndicated loans, factored receivables and commercial leases 332 456 2,434 Business loans -- -- 4,882 Total other loans and leases 925 5,312 33,956 Installment contracts and loans receivable(C) $277,999 $257,451 $156,671 Credit Quality (Liquidating Portfolio): Nonperforming assets - total(D) $5,104 $5,672 $ 11,223 Nonperforming assets - franchise $4,602 $5,045 $8,467 Loans and leases delinquent 60 days or more $925 $1,418 $1,103 Loans and leases delinquent 60 days or more - franchise $593 $961 $1,106 BAY VIEW CAPITAL CORPORATION SELECTED FINANCIAL DATA (continued) (Unaudited) At Sept. 30, At June 30, At Sept. 30, 2004 2004 2003 Going Concern Basis Liquidation Basis (Dollars in thousands, except per share amounts) Per Share Data: Book value per share(E) $ 18.35 $ 21.17 N/A Net assets in liquidation per diluted share outstanding(E) N/A N/A $ 63.60 Other Data: Full-time equivalent employees, including BVAC 128 128 149 (A) Effective July 1, 2003, the Company adopted Statement of Financial Accounting Standards No. 150, "Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity" and, accordingly, dividend expense on the Capital Securities has been reflected in interest on borrowings. (B) Excludes auto-related operating lease assets reported separately from loans and leases totaling $16.5 million, $27.0 million, and $86.3 million at September 30, 2004, June 30, 2004 and September 30, 2003, respectively. (C) Includes allowances for mark-to-market valuation reserves and credit losses of $2.0 million, $2.5 million and $11.7 million at September 30, 2004, June 30, 2004 and September 30, 2003, respectively. (D) Nonperforming assets include mark-to-market valuation reserves of $1.2 million, $0.8 million and $4.1 million at September 30, 2004, June 30, 2004 and September 30, 2003, respectively. (E) Book value per share and net assets in liquidation per diluted share outstanding are presented on a post-reverse stock split basis. BAY VIEW ACCEPTANCE CORPORATION At Sept. 30, At June 30, At Sept. 30, 2004 2004 2003 Going Concern Basis (Dollars in thousands) Selected Balance Sheet Information: Cash and cash equivalents $5,226 $5,345 $6,928 Restricted cash 9,768 8,440 5,394 Retained interest in auto loan securitization 24,680 26,718 29,855 Installment contracts held-for-sale 129,371 149,637 122,715 Installment contracts held-for-investment, net 147,703 102,502 -- Other assets 8,215 7,265 5,982 Total assets $324,963 $299,907 $170,874 Advances from parent $4,220 $2,764 $100,982 Warehouse line 246,006 220,941 -- Other liabilities 12,247 12,915 10,335 Total liabilities 262,473 236,620 111,317 Stockholder's equity 62,490 63,287 59,557 Total liabilities and stockholder's equity $324,963 $299,907 $170,874 BAY VIEW ACCEPTANCE CORPORATION (Continued) For the Nine For the Nine For the Three Months Ended Months Ended Months Ended Sept. 30, June 30, Sept. 30, Sept. 30, Sept 30, 2004 2004 2003 2004 2003 Going Concern Basis (Dollars in thousands) Selected Results of Operations Information: Interest on auto contracts $ 5,170 $ 4,394 $ 2,450 $13,477 $ 8,638 Interest on investment securities 638 652 677 1,956 2,319 Interest expense on borrowings (2,177) (1,688) (1,126) (5,184) (2,924) Net interest income 3,631 3,358 2,001 10,249 8,033 Provision for losses on installment contracts (331) (521) -- (852) -- Loan servicing income 712 821 1,038 2,472 2,828 Unrealized gains (losses) on interest rate swap agreements (1,433) 2,809 (1,448) 1,162 (1,448) Unrealized gains (losses) on installment contracts held-for-sale 181 (1,100) 1,077 (924) 1,082 Loan fees and charges 204 191 208 610 673 Loss on sale of assets, net (863) (16) (218) (1,318) (363) Other income, net 50 (187) 962 126 1,060 General and administrative expenses (2,668) (2,746) (2,949) (8,324) (9,550) Income (loss) before income taxes (517) 2,609 671 3,201 2,315 Income tax benefit (expense) 166 (1,070) (280) (1,359) (967) Net income (loss) $(351) $1,539 $391 $ 1,842 $ 1,348 Selected Production Information: Dollar value of contracts purchased $69,474 $75,874 $66,879 $214,658 $212,107 Number of contracts purchased 2,364 2,501 2,316 7,154 7,470 Average balance of contracts purchased $29.4 $30.3 $28.9 $30.0 $28.4 Weighted-average contract rate 8.06% 7.86% 8.12% 7.94% 8.45% Average FICO credit score 742 734 734 737 731 Selected Credit Quality Information: Net chargeoffs on managed contracts for period $1,409 $1,690 $1,543 $4,838 $5,308 Net chargeoffs as a percentage of average managed contracts (annualized) 1.01% 1.21% 1.07% 1.15% 1.18% Contracts delinquent 30 days or more as a percentage of managed contracts (as of period-end) 0.30% 0.31% 0.40% 0.30% 0.40% Average Managed Contracts $557,744 $559,982 $578,962 $561,332 $601,257 At Sept. 30, At June 30, At Sept. 30, 2004 2004 2003 (Dollars in thousands) Managed Assets: Total managed contracts $556,802 $561,585 $573,114 Total number of contracts 28,146 29,057 32,040 Other Data: Full-time equivalent employees 101 99 105 DATASOURCE: Bay View Capital Corporation CONTACT: John Okubo, +1-650-294-7778, for Bay View Capital Corporation Web site: http://www.bayviewcapital.com/

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