POINT WEST CAPITAL CORP
8-K, 1998-11-17
FINANCE SERVICES
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                       SECURITIES AND EXCHANGE COMMISSION

                              Washington D.C. 20549


                                    FORM 8-K
                                    --------
                                 CURRENT REPORT

                     Pursuant to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934


                                November 16, 1998
          -----------------------------------------------------------------
                Date of Report (Date of earliest event reported)


                         POINT WEST CAPITAL CORPORATION.
          =================================================================
          (Exact name of registrant as specified in its charter)



   Delaware                    0-27736               94-3165263
 -----------                 -----------             -----------
(State or other             (Commission              (IRS Employer
jurisdiction of             File Number)             Identification
incorporation)                                                 No.)


            1700 Montgomery Street, Suite 250, San Francisco, CA 94111
          -----------------------------------------------------------------
               (Address of principal executive offices) (Zip Code)



        Registrant's telephone number, including area code: (415)394-9467


<PAGE>


Item 5.  Other Events.
=====================

                  On  November 16, 1998  the  Company  issued  a  press  release

announcing third quarter results and financial condition.



Item 7.  Financial Statements, Pro Forma Financial Information and Exhibits.
============================================================================
(c)      Exhibits

                  99.1       Text of Press Release dated November 16, 1998.

<PAGE>




                                   SIGNATURES



                  Pursuant to the requirements 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.

                                                     Point West Capital
                                                     Corporation
                                                     ==================



                                                  By:  /s/Alan B. Perper
                                                  -------------------------
                                                        President

Date: November 17, 1998


<PAGE>

                                  EXHIBIT INDEX
                                  =============

====================== ================================ =======================
Exhibit Number          Document Description             Sequential
                                                         Page Number
==============          =====================            ============

====================== ================================ =======================
    99.1                Text of Press Release dated
                        November 16, 1998                        1
====================== ================================ =======================
====================== ================================ =======================





                                                          FOR IMMEDIATE RELEASE
                                                             November 16, 1998


                         POINT WEST CAPITAL CORPORATION
                         ANNOUNCES THIRD QUARTER RESULTS
                             AND FINANCIAL CONDITION



         SAN  FRANCISCO-(November  16,  1998)  Point  West  Capital  Corporation
(Nasdaq Symbol: PWCC) today reported the following:

(Dollars in thousands, except per share amounts)

<TABLE>
<CAPTION>

                                                  Three Months Ended                          Nine Months Ended
                                                    September 30,                               September 30,


<S>                                   <C>                    <C>                        <C>                    <C>   


                                           1998                 1997                 1998                  1997
                                     ---------------------- ------------------- --------------------- ---------------------

Net income (loss)                    $   (1,884)            $    (118)          $  (2,049)            $   1,210
                                     ---------------------- ------------------- --------------------- ---------------------
                                     
Basic earnings
     (loss) per share                $    (0.58)*           $   (0.04)*         $   (0.63)*           $    0.33**
                                     ---------------------- ------------------- --------------------- ---------------------
                                     
Total comprehensive
   income(loss)                      $   (5,159)            $     239           $     355             $   1,566
                                     ---------------------- ------------------- --------------------- ---------------------


<FN>

*Based on 3,253,324 weighted average shares of common stock outstanding.
**Based on 3,612,190 weighted average shares of common stock outstanding.
</FN>
</TABLE>

The Company also reported a book value of $6.65 per share.

        The Company's results of operations for the three and nine months ended

September  30,  1998 are not  comparable  to the  three  and nine  months  ended

September  30,  1997,  partially as a result of the volume of assets sold during

the first half of 1997, the  establishment of two new businesses  (Fourteen Hill

Capital,  L.P. and Allegiance  Capital,  LLC) in the second half of 1997 and the

write-off of $1.1 million of  non-marketable  securities in the third quarter of

1998.
         In addition,  prior to the third quarter of 1998, all losses associated

with Dignity Partners  Funding Corp. I ("DPFC"),  a wholly owned special purpose

finance  subsidiary  of the Company,  were charged  



<PAGE>


against a reserve  which was  originally  established  in 1996 for the estimated

loss of Point West's equity  interest in DPFC.  During the third quarter of 1998

the reserve was fully  depleted.  In the third  quarter of 1998,  the total loss

realized  by DPFC was  $969,000,  $407,000  of which  was  charged  against  the

reserve,  and  $562,000  of  which  was  otherwise  reflected  in the  Company's

consolidated  statements of  operations  and  comprehensive  income  (loss).  At

September 30, 1998, DPFC's accumulated  deficit was $562,000.  Any future losses

associated  with  DPFC  will  increase  the  amount  of the  deficit.  Upon  the

retirement  of the  securitized  notes  issued  by  DPFC to  fund  purchases  of

insurance policies, the Company will recognize a gain in an amount approximately

equal to any accumulated deficit reflected at that time on DPFC's balance sheet.

         At September 30, 1998,  Fourteen Hill Capital had two loans outstanding

in the aggregate  principal amount of $1,045,000 and  non-marketable  securities

consisting of one  convertible  debt  instrument and one  convertible  preferred

equity instrument for which it originally provided funds in the aggregate amount

of $3 million. In addition,  Fourteen Hill Capital has investments in marketable

securities  consisting of three equity investments  outstanding for which it had

originally  provided funds in the aggregate amount of $3.6 million. At September

30, 1998, such investments in marketable  securities were carried on the balance

sheet at $8.6  million.  The  difference  between  the  carrying  value  and the

original funds provided is reflected as "Comprehensive  Income -- Net Unrealized

Investment Gains" in stockholders' equity. At September 30, 1998 such unrealized

gains were $5.0  million,  compared to $2.6 million at December  31,  

<PAGE>




1997. Any gains or losses for such investments will be recognized on the income 

statement, if ever, upon the sale of such investments.

         Allegiance  had two loans  outstanding  at  September  30,  1998 in the

aggregate  principal  amount of $5.8  million,  one of which was  originated  in

December 1997 and bears  interest at a fixed interest rate per annum of 9.4% and

the other which was  originated  in January  1998 and bears  interest at a fixed

interest rate per annum of 9.8%. On August 19, 1998,  Allegiance  put in place a

structured financing which may provide up to $56.4 million to support any future

lending  activities of  Allegiance.  It is  anticipated  that the financing will

provide interim  floating rate financing  through August 31, 1999 and ultimately

15 year fixed and floating rate  financing for loans  Allegiance has made in the

past and may make in the future.  However,  if Allegiance does not originate $30

million in loans by August 31, 1999, the term certificates may not be issued and

Allegiance would be responsible for finding an alternative financing source.

         The  Company   continues   to   evaluate   other   strategic   business

opportunities. Fourteen Hill Capital and Allegiance may or may not be indicative

of the types of  business  opportunities  the  Company  intends to  continue  to

pursue.

<PAGE>


         The following is summary balance sheet  information as of September 30,
1998:

         Cash and cash equivalents...................................$4,955,470

         Restricted cash (1).........................................$3,433,699

         Investment securities.......................................$9,828,672

         Loans receivable, net of unearned income

              of ($127,106)......................  ..................$7,018,698

         Assets held for sale...........................................$66,470

         Purchased life insurance policies..........................$33,993,697

         Non-marketable securities...................................$3,658,478

         Total assets...............................................$63,702,765

         Reserve for equity interest in wholly owned

              financing subsidiary...........................................$0

         Long term notes payable....................................$38,528,914

         Debentures payable to the Small Business

               Administration........................................$3,000,000

         Total liabilities..........................................$42,081,372

         Comprehensive income -- net unrealized

              investment gains.......................................$5,001,555

         Retained deficit..........................................$(10,045,768)

         Total stockholders' equity.................................$21,621,393



(1)  Restricted  cash  is  pledged  by  the  Company's  wholly  owned  financing

subsidiary,  Dignity  Partners  Funding Corp. I, to secure the repayment of long

term notes payable.



(KEYWORD CALIFORNIA AND INDUSTRY KEYWORD: SPECIALTY FINANCE EARNINGS).

CONTACTS:  POINT WEST CAPITAL CORPORATION, SAN FRANCISCO.

           Alan B. Perper, 415/394-9467





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