EX-99 3 a03-5230_4ex99.htm EX-99

Exhibit 99

 

For Immediate Release

 

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

 

PORTLAND, Oregon — November 12, 2003 – Fog Cutter Capital Group Inc. (Nasdaq: FCCG) reports net income of $0.6 million or $0.06 per share for the quarter ended September 30, 2003.  Earnings before income taxes totaled $1.1 million or $0.13 per share for the quarter.  Net income for the nine months ended September 30, 2003 totaled $4.8 million, or $0.56 per share.  Pre-tax earnings for the nine month period totaled $7.1 million, or $0.82 per share.

 

Since December 31, 2002, the net book value of the Company has increased $0.17 per share to $5.39 per share at September 30, 2003.  The Company has declared and paid dividends of $0.13 per share during each of the first three quarters of 2003.

 

The Company conducts its operations in three business segments: (1) merchant banking, real estate and finance operations; (2) commercial real estate mortgage brokerage operations and, as the result of the acquisition of Fatburger Holdings, Inc., (3) restaurant operations.  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 or want to dispose of non-core assets.

 

In August 2003, the Company announced the completion of a $5.4 million investment and financing package for Fatburger Holdings, Inc. (“Fatburger”).  Fog Cutter’s investment and financing package for Fatburger includes the purchase of common stock and redeemable preferred stock.  Fatburger operates or franchises 51 hamburger restaurants located in California, Nevada, Arizona and Washington.  The company has plans to open additional restaurants, including expansion into Oregon, Louisiana, Colorado, Georgia, Ohio, New Jersey, Florida, New York and Michigan.   Known for their cook to order gourmet hamburgers, the 50’s-style restaurants also offer a variety of side orders and sandwiches.  Franchisees currently own and operate about half of Fatburger’s locations.  In 1952, Lovie Yancey opened the first Fatburger stand in Los Angeles when “fat” was used as slang for “good.”  There are more than 500 employees working at various Fatburger owned and franchise locations.

 

Effective August 15, 2003, the Company began reporting the operations of Fatburger on a consolidated basis and as a business segment.

 



 

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. During the nine months ended September 30, 2003, the Company recorded $1.5 million as its share of the earnings of Bourne End.

 

At the time of the original 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. As of September 30, 2003, Bourne End had sold eleven properties since the acquisition by Fog Cutter and its partners and had entered into agreements to sell two additional shopping centers located in England and Scotland.  One of the pending property sales closed on October 15, 2003 at a sales price of GBP 23.5 million ($39.0 million).  The Company’s share of gain from this sale is expected to be approximately $3.5 million.  The completion of the sale of the other property is scheduled for the fourth quarter of 2003.

 

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.  Bourne End currently owns three remaining town shopping centers located in England.  The remaining 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 controls 104 free-standing retail buildings located throughout the United States.  The stores 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 each.  Fifteen of the stores are owned directly by the Company and the remaining 89 locations are operated under leases which 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.

 

Mortgage-Backed Securities

 

At September 30, 2003, the Company owned mortgage-backed securities with an aggregate market value of $42.4 million, a substantial portion of which consisted of a high credit quality, AAA rated, FNMA certificate.  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 nine months ended September 30, 2003 of $10.7 million.

 

In October 2003, the trustee on two mortgage-backed securities owned by the Company exercised the option to call or prepay the bonds in full.  As a result, the Company received cash proceeds of $2.1 million and expects to recognize a gain on the prepayment of $1.8 million during the fourth quarter.  Of this amount, $1.4 million had been included in accumulated other comprehensive income in shareholders’ equity as of September 30, 2003.

 

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.

 

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Over the last eighteen months, the Company has acquired approximately $10.8 million in charged-off commercial debt at significantly discounted purchase prices.

 

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.  George Elkins currently facilitates the placement of approximately $600 million in commercial mortgages annually.

 

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 real estate and 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.

 

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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 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 data)

 

 

 

September 30
2003

 

December 31
2002

 

 

 

(Unaudited)

 

 

 

Assets

 

 

 

 

 

Cash and cash equivalents

 

$

15,132

 

$

14,505

 

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

 

41,659

 

56,524

 

Securities available for sale, at estimated fair value

 

747

 

2,794

 

Loans

 

4,031

 

2,245

 

Investments in real estate, net

 

22,231

 

21,498

 

Loans to senior executives

 

2,952

 

2,918

 

Investment in Bourne End

 

4,375

 

5,579

 

Restaurant property, plant and equipment, net

 

5,684

 

 

Intangible assets, net

 

5,704

 

 

Goodwill

 

7,420

 

 

Other assets

 

4,871

 

4,523

 

Total assets

 

$

114,806

 

$

110,586

 

 

 

 

 

 

 

Liabilities and Stockholders’ Equity

 

 

 

 

 

Liabilities:

 

 

 

 

 

Borrowings and notes payable

 

$

38,224

 

$

35,478

 

Obligations under capital leases

 

13,949

 

16,847

 

Dividend payable

 

76

 

1,253

 

Obligation to repurchase stock

 

 

4,201

 

Deferred income

 

3,030

 

 

Deferred income taxes

 

6,418

 

4,134

 

Accrued expenses and other liabilities

 

6,364

 

4,466

 

Total liabilities

 

68,061

 

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; 11,716,600 shares issued as of September 30, 2003 and 11,518,600 shares issued as of December 31, 2002; 8,670,700 shares outstanding as of September 30, 2003 and 9,517,460 shares outstanding as of December 31, 2002

 

168,018

 

167,027

 

Common stock, subject to put options; none as of September 30, 2003; 1,044,760 common shares as of December 31, 2002

 

 

(3,131

)

Accumulated deficit

 

(115,061

)

(116,503

)

Accumulated other comprehensive income

 

1,805

 

1,700

 

Treasury stock; 3,045,900 common shares as of September 30, 2003, and 2,001,140 common shares as of December 31, 2002, at cost

 

(8,017

)

(4,886

)

Total stockholders’ equity

 

46,745

 

44,207

 

Total liabilities and stockholders’ equity

 

$

114,806

 

$

110,586

 

 

5



 

FOG CUTTER CAPITAL GROUP INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

(dollars in thousands, except share data)

 

 

 

Three Months Ended
September 30,

 

Nine Months Ended
September 30,

 

 

 

2003

 

2002

 

2003

 

2002

 

 

 

 

 

 

 

 

 

 

 

Net interest income:

 

 

 

 

 

 

 

 

 

Loans

 

$

588

 

$

67

 

$

1,012

 

$

259

 

Securities

 

509

 

1,445

 

1,983

 

4,489

 

Other investments

 

36

 

156

 

127

 

295

 

Total interest income

 

1,133

 

1,668

 

3,122

 

5,043

 

Interest expense

 

160

 

578

 

578

 

1,686

 

Net interest income

 

973

 

1,090

 

2,544

 

3,357

 

 

 

 

 

 

 

 

 

 

 

Real estate operations:

 

 

 

 

 

 

 

 

 

Operating income

 

1,034

 

 

2,965

 

 

Operating expense

 

(498

)

(9

)

(1,564

)

(39

)

Gain on sale of real estate

 

 

 

279

 

 

Interest expense

 

(320

)

(27

)

(1,040

)

(83

)

Depreciation

 

(155

)

(17

)

(461

)

(50

)

Total real estate operations

 

61

 

(53

)

179

 

(172

)

 

 

 

 

 

 

 

 

 

 

Restaurant operations:

 

 

 

 

 

 

 

 

 

Operating revenue

 

2,472

 

 

2,472

 

 

Cost of goods sold

 

(1,515

)

 

(1,515

)

 

Franchise and advertising fees

 

152

 

 

152

 

 

General and administrative costs

 

(901

)

 

(901

)

 

Interest expense

 

(112

)

 

(112

)

 

Depreciation and amortization

 

(141

)

 

(141

)

 

Total restaurant operations

 

(45

)

 

(45

)

 

 

 

 

 

 

 

 

 

 

 

Other operating income:

 

 

 

 

 

 

 

 

 

Equity in (loss) earnings of equity investees

 

500

 

(352

)

1,370

 

1,697

 

Gain on sale of loans and securities

 

1,289

 

3,526

 

10,672

 

13,827

 

Loan brokerage fees

 

1,244

 

793

 

3,497

 

1,299

 

Gain on foreign currency

 

491

 

6

 

728

 

20

 

Other revenue (loss)

 

234

 

(502

)

590

 

(768

)

Total other operating income

 

3,758

 

3,471

 

16,857

 

16,075

 

 

 

 

 

 

 

 

 

 

 

Operating expenses:

 

 

 

 

 

 

 

 

 

Compensation and employee benefits

 

2,283

 

1,514

 

8,101

 

3,254

 

Professional fees

 

444

 

476

 

1,539

 

1,421

 

Other

 

916

 

868

 

2,835

 

1,978

 

Total operating expenses

 

3,643

 

2,858

 

12,475

 

6,653

 

 

 

 

 

 

 

 

 

 

 

Net income before provision for income taxes

 

1,104

 

1,650

 

7,060

 

12,607

 

Provision for income taxes

 

550

 

 

2,260

 

800

 

Net income

 

$

554

 

$

1,650

 

$

4,800

 

$

11,807

 

 

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Three Months Ended
September 30

 

Nine Months Ended
September 30

 

 

 

2003

 

2002

 

2003

 

2002

 

Basic net income per share

 

$

0.06

 

$

0.17

 

$

0.56

 

$

1.18

 

 

 

 

 

 

 

 

 

 

 

Basic weighted average shares outstanding

 

8,670,575

 

9,764,373

 

8,585,550

 

9,997,472

 

 

 

 

 

 

 

 

 

 

 

Diluted net income per share

 

$

0.06

 

$

0.17

 

$

0.50

 

$

1.17

 

 

 

 

 

 

 

 

 

 

 

Diluted weighted average shares outstanding

 

9,746,241

 

9,907,564

 

9,661,216

 

10,121,512

 

 

 

 

 

 

 

 

 

 

 

Dividends declared per share

 

$

0.13

 

$

0.13

 

$

0.39

 

$

0.39

 

 

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