SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
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[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 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
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(Exact name of registrant as specified in its charter)
Delaware 94-3165263
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
1700 Montgomery Street, Suite 250
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San Francisco, California 94111
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(Address of principal executive offices) (Zip Code)
(415) 394-9467
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(Registrant's telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act: None
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Securities registered pursuant to Section 12(g) of the Act:
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Common Stock, $0.01 par value
(Title of Class)
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 [ ]
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. [ ]
The aggregate market value of the registrant's common stock, $0.01 par value,
held by non-affiliates of the registrant as of February 26, 1999 was
approximately $24,578,950
The number of shares of the registrant's common stock, $0.01 par value
outstanding as of February 26, 1999 was 3,262,324.
Documents Incorporated by Reference:
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The registrant's proxy statement (to be filed) related to its 1999 annual
meeting of stockholders is incorporated by reference in Part III hereof.
This Form 10-K/A is being filed for the purpose of correcting errors in the
EDGAR version of the consolidated statements of operations and comprehensive
income (loss) contained in the consolidated financial statements included in the
Form 10-K for the fiscal year ended December 31, 1998 of Point West Capital
Corporation (the "Original Form 10-K"). The page number reflected in the 10-K/A
replaces the same indicated page number included in the Original Form 10-K. All
capitalized terms used in this Form 10-K/A and not defined are used as defined
in the Original Form 10-K.
POINT WEST CAPITAL CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)
For the Years Ended December 1998, 1997 and 1996
1998 1997 1996
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Income:
Earned discounts on life insurance policies $ -- $ -- $ 3,697,032
Earned discounts on prior maturities -- -- 802,471
Earned discounts on matured policies 438,792 488,563 979,611
Interest income 1,494,079 1,183,919 783,115
Net gain on sale of non-marketable
securities -- 679,665 --
Gain (loss) on assets sold 165,346 1,463,080 (179,548)
Other 309,354 102,663 322,141
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Total income 2,407,571 3,917,890 6,404,822
Expenses:
Interest expense 3,679,566 3,599,487 3,983,606
Compensation and benefits 1,514,812 1,151,574 1,196,291
Other general and administrative expenses 1,728,169 1,474,916 1,388,338
Amortization 352,181 240,194 449,631
Depreciation 4,128 341 19,967
Provision for loss on assets held for sale -- 328,236 3,139,588
Loss on investment in wholly owned financing
subsidiary -- -- 6,940,189
Loss on non-marketable securities 1,073,494 -- --
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Total expenses 8,352,350 6,794,748 17,117,610
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Loss before income taxes and net loss
in wholly owned financing subsidiary
charged to reserve for equity interest (5,944,779) (2,876,858) (10,712,788)
Income tax (expense) benefit (5,600) (4,000) 525,711
Net loss in wholly owned financing subsidiary charged
to reserve for equity interest 2,300,037 3,891,494 487,600
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Net income (loss) (3,650,342) 1,010,636 (9,699,477)
Comprehensive income -- net unrealized
investment gains (losses) (2,786,205) 2,597,239 --
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Total comprehensive income (loss) $ (6,436,547) $ 3,607,875 $ (9,699,477)
================ ============== ==============
Basic earnings (loss) per share $ (1.12) $ 0.29 $ (2.46)
Diluted earnings (loss) per share (1.12) 0.28 (2.46)
Weighted average number of shares of common stock
outstanding 3,253,324 3,521,736 3,942,166
Weighted average number of shares of common stock
and common stock equivalents outstanding 3,253,324 3,605,674 3,942,166
<FN>
See accompanying notes to consolidated financial statements.
</FN>
36
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
Dated March 12, 1999 POINT WEST CAPITAL CORPORATION
/s/Alan B. Perper
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Alan B. Perper
President
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 indicated on March 12, 1999:
/s/ Alan B. Perper *
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Alan B. Perper John Ward Rotter
President and Director Executive Vice President,
(Principal Executive Officer) Chief Financial Officer
and Director
(Principal Financial and
Accounting Officer)
* *
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Bradley N. Rotter Stephen T. Bow
Chairman of the Board and Director Director
*
- -----------------------------
Paul A. Volberding, M.D.
Director
* The undersigned by signing his name hereunto has hereby signed this
report on behalf of the above-named directors, on March 12, 1999
pursuant to a power of attorney executed on behalf of each such director
and filed with the Securities and Exchange Commission as Exhibit 24.1 to
the Original Form 10-K.
By: /s/ Alan B. Perper
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Alan B. Perper