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 12, 1999
-----------------------------------------------------------------
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 12, 1999 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 12, 1999.
<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 12, 1999
<PAGE>
EXHIBIT INDEX
=============
====================== ================================ =======================
Exhibit Number Document Description Sequential
Page Number
============== ===================== ============
====================== ================================ =======================
99.1 Text of Press Release dated
November 12, 1999 1
====================== ================================ =======================
====================== ================================ =======================
FOR IMMEDIATE RELEASE
November 12, 1999
POINT WEST CAPITAL CORPORATION
ANNOUNCES THIRD QUARTER RESULTS
AND FINANCIAL CONDITION
SAN FRANCISCO-(November 12, 1999) 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,
1999 1998 1999 1998
------------------- -------------------- ------------------- -------------------
<S> <C> <C> <C> <C>
Net income (loss) $ 4,163 $ (1,884) $ 5,421 $ (2,049)
------------------- -------------------- ------------------- -------------------
Comprehensive income
-- net unrealized
investment gains
(losses) $ (11,763) $ (2,327) $ 3,398 $ $ (2,407)
------------------- -------------------- ------------------- -------------------
Total comprehensive
income (loss) $ (7,600) $ (4,211) $ 8,819 $ (4,456)
------------------- -------------------- ------------------- -------------------
Basic earnings
(loss) per share $ 1.24 (1) $ (0.58)(2) $ 1.63(3) $(0.63)(2)
------------------- -------------------- ------------------- -------------------
Diluted earnings
(loss) per share $ 1.17 (4) $ (0.58)(2) $ 1.49(5) $(0.63)(2)
------------------- -------------------- ------------------- -------------------
<FN>
(1) Based on 3,350,624 weighted-average shares of common stock outstanding.
(2) Based on 3,253,324 weighted-average shares of common stock outstanding.
(3) Based on 3,321,888 weighted-average shares of common stock outstanding.
(4) Based on 3,549,536 weighted-average shares of common stock outstanding.
(5) Based on 3,648,029 weighted-average shares of common stock outstanding.
</FN>
</TABLE>
The increase in net income is primarily attributable to gains on sale
of certain investments. Comprehensive income -- net unrealized investment gains
(losses) increased in the first nine months of 1999 compared to the first nine
months of 1998 primarily as a result of the recharacterization of investments
(including shares held in FlashNet Communications, Inc.) from non-marketable
securities to marketable
<PAGE>
securities. The decrease in comprehensive income -- net unrealized investment
gains (losses) in the third quarter of 1999 compared to the third quarter of
1998 primarily reflects the decrease in the market value of the FlashNet
securities between June 30, 1999 and September 30, 1999 and the sale of shares
of FlashNet securities in September 1999. Actual gains or losses are recognized
in net income (loss) only upon sale of marketable securities. For the reasons
described in the Company's Form 10-Q for the quarter ended September 30, 1999,
the Company's results of operations for the three and nine months ended
September 30, 1999 are not comparable to those for the three and nine months
ended September 30, 1998.
The Company also reported that, at September 30, 1999, Point
West Ventures had one loan outstanding in the principal amount of $614,000 and
the Company had non-marketable securities carried at an aggregate cost of $4.7
million and investment securities -- available-for-sale carried at fair market
value in the aggregate amount of $10.8 million. In addition, Allegiance had 17
loans outstanding at September 30, 1999 in the aggregate principal amount of
$29.4 million, all of which bear interest at a fixed rate.
During the third quarter of 1999, Allegiance and its lenders extended
the secured financing arrangement in place since August 1998. During the
quarter, Allegiance repaid $24.9 million of outstanding revolving debt under the
facility through the issuance of term debt under the facility. The lenders
further agreed to continue to provide revolving debt, subject to certain
limitations, through April 15, 2000, on terms substantially similar to those
under the original revolving certificates issued under the financing, but with
an increased weighted average spread of approximately 0.05% and up to $30
<PAGE>
million of additional term financing, subject to certain limitations, through
April 15, 2000, on terms substantially similar to those under the original term
certificates issued under the financing, but with an increased weighted-average
spread of approximately 0.5%.
Finally, the Company reported that the plaintiffs and defendants in the
pending federal and state alleged class action lawsuits against the Company have
memorialized their previously disclosed settlement in the form of a memorandum
of understanding. The settlement is subject to negotiation and execution of
further documentation and court approval. No assurance can be given that a
definitive settlement agreement will be reached, or, if reached, will be
approved by the Court. In the event a settlement is not effected, the Company
and each of the defendants intend to continue to defend the actions vigorously.
<PAGE>
The following is summary balance sheet information as of September 30,
1999:
Cash and cash equivalents.................................$8,957,720
Restricted cash (1).......................................$1,688,191
Investment securities
Held-to-maturity.................................$4,479,856
Available-for-sale..............................$10,795,110
Loans receivable, net of unearned income of
$479,073 and net of an allowance for loan
losses of $135,000 ..................................$29,110,446
Purchased life insurance policies........................$31,861,707
Non-marketable securities................................ $4,665,126
Total assets.............................................$95,079,121
Accrued litigation settlement............................ $3,150,000
Term certificates........................................$24,635,000
Long term notes payable..................................$38,528,914
Debentures................................................$3,000,000
Deferred income taxes.......................................$739,005
Total liabilities........................................$71,102,784
Accumulated comprehensive income --
net unrealized investment gains......................$3,209,176
Retained deficit........................................$(6,226,201)
Total stockholders' equity...............................$23,976,337
(1) $1.4 million of 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