SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q/A
-----------
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 1998
--------------
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ______ to ______
Commission file number 0-27736
POINT WEST CAPITAL CORPORATION
-------------------------------
(Exact name of registrant as specified in its charter)
Delaware 94-3165263
-------- ----------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
1700 Montgomery Street, Suite 250
---------------------------------
San Francisco, California 94111
------------------------- ---------
(Address of principal executive offices) (Zip Code)
(415) 394-9467
--------------
(Registrant's telephone number, including area code)
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 [X] No [ ]
At October 31, 1998, there were 3,253,324 shares of the registrant's Common
Stock outstanding.
This Form 10-Q/A is being filed to correct an error that occurred in the
conversion to EDGAR format of the Form 10-Q of Point West Capital Corporation
for the quarterly period ended September 30, 1998 (the "Form 10-Q"). Note 2 of
the Condensed Notes to Consolidated Financial Statements in the Form 10-Q is
hereby amended and restated as follows:
2. Investment Securities
- -- ---------------------
Statement of Financial Accounting Standards No. 115 ("SFAS 115"),
Accounting for Certain Instruments in Debt and Equity Securities, requires
marketable debt and equity securities to be classified into held-to-maturity,
available-for-sale and trading categories. Securities classified as
held-to-maturity are reported at amortized cost and available-for-sale
securities are reported at fair market value with unrealized gains and losses as
a separate component of stockholders' equity. Many of the equity securities
classified by the Company as available-for-sale are securities (or are
convertible into securities) traded in the over-the-counter ("OTC") market. Fair
market value is estimated by the Company based on the average closing bid of the
securities for the last three trading days of the reporting period and is
adjusted to reflect management's estimate of liquidity constraints. The Company
had no trading securities at September 30, 1998 or December 31, 1997. Any
unrealized gains and losses, declines in value of securities judged to be
other-than-temporary and accrued interest and dividends on all securities will
be reported on an appropriate line item above "Net Income (Loss)" on the
consolidated statements of operations and comprehensive income (loss) when
realized.
The amortized costs and estimated fair value of investment securities
(before any minority interest) as of September 30, 1998 and December 31, 1997
are as follows:
September 30, 1998
- -------------------------------------------------------------------------------------------------------
Gross Unrealized Gross Unrealized
Amortized Cost Gains Loss
Fair Value
Held-to-maturity
Corporate bonds $ 1,235,010 $ -- $ (150,010) $ 1,085,000
-------------- --------------- ----------------- --------------
Total held-to-maturity $ 1,235,010 $ -- $ (150,010) $ 1,085,000
Available-for-sale
Common stock $ 3,592,000 $ 5,001,662 $ -- $ 8,593,662
Warrants $ 0 $ -- $ -- $ 0
------------------ ----------------- ------------------ ------------------
Total available-for-sale $ 3,592,000 $ 5,001,662 $ -- $ 8,593,662
December 31, 1997
- -------------------------------------------------------------------------------------------------------
Gross Unrealized Gross Unrealized
Amortized Cost Gains Loss
Fair Value
Held-to-maturity
Corporate bonds $ 2,220,000 $ 75,000 $ (5,000) $ 2,290,000
-------------- ---------------- ----------------- --------------
Total held-to-maturity $ 2,220,000 $ 75,000 $ (5,000) $ 2,290,000
Available-for-sale
Common stock $ 903,181 $ 1,355,153 $ -- $ 2,258,334
Warrants $ 96,819 $ 1,242,190 $ -- $ 1,339,009
-------------- ----------------- --------------- --------------
Total available-for-sale $ 1,000,000 $ 2,597,343 $ -- $ 3,597,343
1
The Company classifies debt securities for which it has the positive
intent and ability to hold to maturity as held-to-maturity. All investments in
debt securities classified as held-to-maturity at September 30, 1998 and
December 31, 1997 have maturity dates ranging from one to six years. Warrants
classified as available-for-sale have expiration dates ranging from one to five
years. Certain warrants outstanding at December 31, 1997 were exercised during
the first quarter of 1998 and the securities purchased upon such conversion are
reflected at September 30, 1998 as available-for-sale.
Unrealized gains on available-for-sale securities (representing
differences between estimated fair value and cost) of $5.0 million and $2.6
million at September 30, 1998 and December 31, 1997, respectively, were credited
to a separate component of stockholders' equity called "Comprehensive Income --
Net Unrealized Investment Gains."
2
SIGNATURES
==========
Pursuant to the requirements of the Securities and Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized
POINT WEST CAPITAL CORPORATION
DATED: November 18, 1998 /S/ ALAN B. PERPER
--------------------------------
ALAN B. PERPER
President
(Duly Authorized Officer)
DATED: November 18, 1998 /S/ JOHN WARD ROTTER
--------------------------------
JOHN WARD ROTTER
Executive Vice President and
Chief Financial Officer
(Principal Financial and
Accounting Officer)
3