EX-99 3 a03-2172_1ex99.htm EX-99

Exhibit 99

 

For Immediate Release

 

FOG CUTTER CAPITAL GROUP INC. REPORTS SECOND QUARTER 2003 OPERATING RESULTS

 

PORTLAND, Ore.— August 4, 2003 – Fog Cutter Capital Group Inc. (Nasdaq:FCCG) reports net income of $2.6 million or $0.30 per share for the quarter ended June 30, 2003.  Earnings before income taxes totaled $4.1 million or $0.47 per share for the quarter.  Net income for the six months ended June 30, 2003 totaled $4.2 million, or $0.50 per share.  Pre-tax earnings for the six month period totaled $6.0 million, or $0.70 per share.

 

Since December 31, 2002, the net book value of the Company has increased $0.28 per share to $5.50 per share at June 30, 2003.  The Company has declared dividends of $0.13 per share during each of the first two quarters of 2003, and recently announced the declaration of a third quarter dividend of $0.13 per share, payable on September 2, 2003 to stockholders of record as of August 21, 2003.

 

The Company’s investment activities focus generally in five areas; merchant banking, real estate, commercial real estate financing, mortgage-backed securities and non-performing loan acquisitions.  The following summarizes the general activities in the Company’s areas of interest:

 

Merchant Banking

 

The Company’s merchant banking business addresses two primary markets.  First, the Company helps businesses restructure their balance sheet and resolve their financial issues by providing them with debt or equity capital.  Secondly, the Company assists businesses that need liquidity and want to dispose of non-core assets.

 

In March 2003, the Company structured a financing package to help stabilize Strouds Acquisition Corporation, a distressed specialty linen retailer.  The financing package allowed Strouds critical time to examine its business model and evaluate further strategic options.  The Company’s $3.0 million financing package for Strouds included a $2.0 million loan participation in Fleet Retail Finance Inc.’s senior secured credit facility; a $900,000 subordinated secured loan; 100,000 shares of preferred stock; and common stock warrants for up to 49.5% of Strouds’ voting stock.

 

On May 20, 2003, Strouds filed for bankruptcy protection under Chapter 11 of the Bankruptcy Code and proceeded to liquidate its assets.  As of June 30, 2003, the Company had been repaid in full on its $2.0 million participation in the Fleet Retail credit facility and all of its $900,000 subordinated secured loan, plus interest.

 

Real Estate

 

The Company invests directly and indirectly in real estate, both in the United States and Europe.  In December 2000, Fog Cutter Capital Group organized and led a group of investors, including Merrill Lynch (Jersey) Holdings Limited (a subsidiary of Merrill Lynch & Co., Inc.), to purchase all of the outstanding capital stock of Bourne End.  At the time of the acquisition, Bourne End had

 



 

approximately GBP 169.6 million ($245.1 million) of assets and GBP 123.1 million ($177.9 million) of debt.  The real estate assets consisted of 1.7 million square feet in fifteen shopping centers.  Bourne End has sold eleven properties since the acquisition by Fog Cutter and its partners, including two sales during the second quarter of 2003.

 

In June 2003, Bourne End sold two of its retail shopping centers in England for a total sales price of approximately GBP 31.0 million ($49.0 million).  Proceeds from the sales were primarily used to repay Bourne End’s real estate debt.  The gain to Bourne End was GBP 5.4 million ($8.6 million).  During the six months ended June 30, 2003, the Company recorded $1.0 million as its equity in the earnings of Bourne End.

 

These sales have been consistent with the investor group’s strategy to reposition each of the centers, including new capital expenditures on existing space and new development on excess or adjoining land, with the goal of reselling many of the properties.  Following the second quarter transaction, Bourne End now has four remaining town shopping centers located in England and Scotland.  These centers range in size from 74,000 square feet to 330,000 square feet.

 

In addition to the Bourne End investment in the U.K., the Company also owns the leasehold interests in 104 free-standing retails stores located throughout the United States.  This transaction was completed through the Company’s wholly-owned subsidiary, Fog Cap Retail Investors LLC.  The leases cover approximately 470,000 square feet of retail space located in 25 states.  The stores are free-standing, prime retail locations ranging from 4,500-7,000 square feet.  The leases allow the Company to control these properties for 25 to 30 years.  The buildings are sub-let to a broad tenant mix including convenience stores, shoe stores, video rental outlets, auto parts dealers, carpet retailers and other small businesses.  The Company’s strategy is to optimize the rents from sub-tenants and take advantage of repositioning opportunities on selected properties.

 

As part of this strategy, the Company has entered into an agreement to purchase 15 of these freestanding retail buildings for a purchase price of $4.6 million.  The Company is the lessee of each of the buildings and currently sub-leases of 12 of the 15 properties to a variety of small businesses.  Each property has 4,500 square feet of retail space.  The properties being purchased are located in Texas, California, Arizona, Oklahoma and Mississippi.  The transaction is expected to close during the third quarter.

 

Commercial Real Estate Financing

 

In May 2002, the Company acquired a controlling interest in George Elkins Mortgage Banking Company (“George Elkins”).  Headquartered in Los Angeles, with offices in Santa Barbara, San Diego, El Segundo, Las Vegas and Newport Beach, George Elkins provides brokerage services in the origination of commercial mortgages.  George Elkins specializes in arranging commercial real estate loans for a variety of property types, such as apartments, hotels, small office, and retail centers, with loan amounts of between $1 million and $50 million.  During the second quarter or 2003, George Elkins facilitated the placement of $180 million in commercial mortgages.  Over the last two years, the mortgage broker has placed approximately $1 billion in new loans.

 

Mortgage-Backed Securities

 

At June 30, 2003, the Company owned mortgage-backed securities with an aggregate market value of $50.1 million, a majority of which consisted of a high credit quality, AAA rated, FNMA certificate.

 

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The Company buys and sells mortgage-backed securities through its wholly-owned subsidiary, Fog Cutter Capital Markets Inc.  The Company recognized gains on the sales of mortgaged-backed securities during the six months ended June 30, 2003 of $9.4 million.

 

Non-Performing Loan Acquisitions

 

The Company purchases non performing and charged-off commercial debt from lenders at a significant discount.  The Company then contacts the borrowers to negotiate payment arrangements.  Over the last twelve months, the Company has acquired approximately $10.8 million in charged-off commercial debt at a significantly discounted purchase price.

 

Fog Cutter Capital Group Inc. focuses on investing, structuring and managing a wide range of financial assets, including the acquisition of debt or equity positions in companies requiring assistance in restructuring their operations; investments in mortgage-backed securities; provision of corporate mezzanine financing and other similar investments.  The Company invests where its expertise in intensive asset management, credit analysis and financial structuring can create value and provide an appropriate risk-adjusted rate of return.  The Company maintains a flexible approach with respect to the nature of its investments, seeking to take advantage of opportunities as they arise or are developed.

 

The Company is headquartered in Portland, Oregon and maintains offices in New York, Los Angeles and London.

 

Forward Looking Statements

 

The Private Securities Litigation Reform Act of 1995 provides a “safe harbor” for forward-looking statements so long as those statements are identified as forward-looking and are accompanied by meaningful cautionary statements identifying important factors that could cause actual results to differ materially from those projected in such statements.  All of the statements contained in this release, which are not identified as historical, should be considered forward-looking.  In connection with certain forward-looking statements contained in this release and those that may be made in the future by or on behalf of the company which are identified as forward-looking, the company notes that there are various factors that could cause actual results to differ materially from those set forth in any such forward-looking statements.  Such factors include but are not limited to, the real estate market, the availability of real estate assets at acceptable prices, the availability of financing, interest rates, and European markets.  Accordingly, there can be no assurance that the forward-looking statements contained in this release will be realized or that actual results will not be significantly higher or lower.  The forward-looking statements have not been audited by, examined by, or subjected to agreed-upon procedures by independent accountants, and no third party has independently verified or reviewed

 

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such statements.  Readers of this release should consider these facts in evaluating the information contained herein.  The inclusion of the forward-looking statements contained in this release should not be regarded as a representation by the company or any other person that the forward-looking statements contained in this release will be achieved.  In light of the foregoing, readers of this release are cautioned not to place undue reliance on the forward-looking statements contained herein.

 

The following financial information should be read in conjunction with the Company’s Form 10-Q, filed with the Securities and Exchange Commission.

 

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FOG CUTTER CAPITAL GROUP INC.

CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION

(dollars in thousands, except share date)

 

 

 

June 30

 

December 31

 

 

 

2003

 

2002

 

 

 

(Unaudited)

 

 

 

Assets

 

 

 

 

 

Cash and cash equivalents

 

$

15,727

 

$

14,505

 

Securities available for sale, pledged under repurchase agreements, at estimated fair value

 

49,313

 

56,524

 

Securities available for sale, at estimated fair value

 

747

 

2,794

 

Loan, net

 

3,474

 

2,245

 

Investments in real estate, net

 

21,289

 

21,498

 

Loans to senior executives

 

2,941

 

2,918

 

Investment in BEP

 

6,696

 

5,579

 

Other assets

 

3,988

 

4,523

 

Total assets

 

$

104,175

 

$

110,586

 

 

 

 

 

 

 

Liabilities and Stockholders’ Equity

 

 

 

 

 

Liabilities:

 

 

 

 

 

Borrowing and notes payable

 

$

30,139

 

$

35,478

 

Obligations under capital leases

 

16,554

 

16,847

 

Dividend payable

 

 

1,253

 

Obligation to repurchase stock

 

 

4,201

 

Deferred income taxes

 

5,998

 

4,134

 

Accounts payable and accrued liabilities

 

3,830

 

4,406

 

Total liabilities

 

56,521

 

66,379

 

 

 

 

 

 

 

Commitments and contingencies

 

 

 

 

 

 

 

 

 

 

 

Stockholders’ Equity:

 

 

 

 

 

Preferred stock $.0001 par value; 25,000,000 shares authorized; no shares issued and outstanding

 

 

 

Common stock, $.0001 par value; 200,000,000 shares authorized; 11,716,100 shares issued in 2003 and 11,518,600 shares issued in 2002; 8,670,200 shares outstanding in 2003 and 9,517,460 shares outstanding in 2002

 

167,902

 

167,027

 

Treasury stock; 3,045,900 common shares in 2003, and 2,001,140 common shares in 2002, at cost

 

(8,017

)

(4,886

)

Common stock, subject to put options; no shares in 2003; 1,044,760 common shares in 2002

 

 

(3,131

)

Accumulated deficit

 

(114,487

)

(116,503

)

Accumulated other comprehensive income

 

2,256

 

1,700

 

Total stockholders’ equity

 

47,654

 

44,207

 

Total liabilities and stockholders’ equity

 

$

104,175

 

$

110,586

 

 

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FOG CUTTER CAPITAL GROUP INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

(dollars in thousands, except share date)

 

 

 

Quarter Ended
June 30,

 

Six Months Ended
June 30,

 

 

 

2003

 

2002

 

2003

 

2002

 

Net Interest Income:

 

 

 

 

 

 

 

 

 

Loans

 

$

179

 

$

81

 

$

315

 

$

192

 

Loans to senior executives

 

55

 

28

 

109

 

49

 

Securities

 

699

 

1,596

 

1,474

 

3,044

 

Other investments

 

36

 

60

 

91

 

90

 

Total interest income

 

969

 

1,765

 

1,989

 

3,375

 

Interest expense

 

210

 

608

 

418

 

1,108

 

Net interest income

 

759

 

1,157

 

1,571

 

2,267

 

 

 

 

 

 

 

 

 

 

 

Real Estate Operations:

 

 

 

 

 

 

 

 

 

Operating income

 

959

 

 

1,931

 

 

Gain on sale of real estate

 

281

 

 

281

 

 

Operating expense

 

(528

)

(14

)

(1,066

)

(30

)

Interest expense

 

(360

)

(28

)

(720

)

(56

)

Depreciation

 

(153

)

(17

)

(306

)

(33

)

Total real estate operations

 

199

 

(59

)

120

 

(119

)

 

 

 

 

 

 

 

 

 

 

Other Operating Income:

 

 

 

 

 

 

 

 

 

Gain on sale of loans and securities

 

4,595

 

3,892

 

9,383

 

4,008

 

Gain on sale of WFSG

 

 

6,293

 

 

6,293

 

Equity in income of equity investees

 

1,878

 

2,077

 

870

 

2,049

 

Loan orgination fees

 

1,453

 

506

 

2,253

 

506

 

Other revenue

 

400

 

127

 

591

 

(252

)

Total other operating income

 

8,326

 

12,895

 

13,097

 

12,604

 

 

 

 

 

 

 

 

 

 

 

Operating Expenses:

 

 

 

 

 

 

 

 

 

Compensation and employee benefits

 

3,615

 

1,107

 

5,818

 

1,740

 

Professional fees

 

596

 

671

 

1,095

 

945

 

Fees paid to related parties

 

156

 

4

 

270

 

4

 

Other

 

862

 

673

 

1,648

 

1,106

 

Total operating expenses

 

5,229

 

2,455

 

8,831

 

3,795

 

 

 

 

 

 

 

 

 

 

 

Net income before provision for income taxes

 

4,055

 

11,538

 

5,957

 

10,957

 

Provision for income taxes

 

1,469

 

800

 

1,711

 

800

 

Net income

 

$

2,586

 

$

10,738

 

$

4,246

 

$

10,157

 

 

 

 

 

 

 

 

 

 

 

Basic net income per share

 

$

0.30

 

$

1.10

 

$

0.50

 

$

1.01

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic weighted average shares outstanding

 

8,603,450

 

9,806,370

 

8,549,057

 

10,103,388

 

 

 

 

 

 

 

 

 

 

 

Diluted net income per share

 

$

0.28

 

$

108

 

$

0.46

 

$

1.00

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Diluted weighted average shares outstanding

 

9,261,450

 

9,933,363

 

9,207,057

 

10,197,217

 

 

 

 

 

 

 

 

 

 

 

Dividends declared per share

 

$

0.13

 

$

0.13

 

$

0.26

 

$

0.26

 

 

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