-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, AVfP58K4+pbC/OVzdDXUjMRdv7FhkelKSg8RXb8XjaYucfFvTepNtlvYT7kKqYCR ykg347KEWzNyMNMy7aPqWw== 0001104659-04-008099.txt : 20040322 0001104659-04-008099.hdr.sgml : 20040322 20040322171047 ACCESSION NUMBER: 0001104659-04-008099 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20040319 ITEM INFORMATION: ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20040322 FILER: COMPANY DATA: COMPANY CONFORMED NAME: FOG CUTTER CAPITAL GROUP INC CENTRAL INDEX KEY: 0001048566 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 522081138 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-23911 FILM NUMBER: 04683059 BUSINESS ADDRESS: STREET 1: 1631 SW COLUMBIA STREET CITY: PORTLAND STATE: OR ZIP: 97201 BUSINESS PHONE: 5037216500 MAIL ADDRESS: STREET 1: 1310 S W 17TH ST CITY: PORTLAND STATE: OR ZIP: 97201 FORMER COMPANY: FORMER CONFORMED NAME: WILSHIRE REAL ESTATE INVESTMENT TRUST INC DATE OF NAME CHANGE: 19971027 8-K 1 a04-3660_18k.htm 8-K

 

SECURITIES AND EXCHANGE COMMISSION

 

Washington, DC 20549

 


 

FORM 8-K

 

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

 

Date of Report (Date of earliest event reported):  March 19, 2004

 

Fog Cutter Capital Group Inc.

(Exact Name of Registrant as Specified in Charter)

 

Maryland

 

0-23911

 

52-2081138

(State or Other Jurisdiction
of Incorporation)

 

(Commission
File Number)

 

(IRS Employer
Identification No.)

 

 

 

 

 

1410 SW Jefferson Street, Portland, OR   97201

(Address of principal executive offices)       (Zip Code)

 

Registrant’s telephone number, including area code  (503) 721-6500

 

 



 

Item 7.  Financial Statements, Pro Forma Financial Information and Exhibits.

 

(c)                                  Exhibits.

 

The following exhibit is filed as part of this report:

 

99                                    Press Release Dated March 19, 2004 – “Fog Cutter Capital Group Inc. Reports 2003 Operating Results”

 

Item 12.  Disclosure of Results of Operations and Financial Condition.

 

On March 19, 2004, Fog Cutter Capital Group Inc. (Nasdaq: FCCG)  issued an earnings release announcing the results of operations and financial condition for the year ended December 31, 2003.

 

2



 

SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, Fog Cutter Capital Group Inc. has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

Date:  March 22, 2004

 

 

FOG CUTTER CAPITAL GROUP INC.

 

 

 

 

 

By:

/s/  R. Scott Stevenson

 

 

 

R. Scott Stevenson

 

 

Senior Vice President and Chief
Financial Officer

 

3


EX-99 3 a04-3660_1ex99.htm EX-99

Exhibit 99

 

For Immediate Release

 

FOG CUTTER CAPITAL GROUP INC. REPORTS 2003 OPERATING RESULTS

 

PORTLAND, Ore.— March 19, 2004 – Fog Cutter Capital Group Inc. (Nasdaq: FCCG) reports net income of $5.4 million or $0.62 per share for the year ended December 31, 2003.  Earnings before income taxes totaled $9.1 million or $1.05 per share for the year.  Net income for the Company’s fourth quarter ended December 31, 2003 totaled $0.6 million or $0.07 per share.  Pretax earnings for the quarter totaled $2.0 million or $0.23 per share.

 

During 2003, total consolidated assets remained stable at $109.0 million.  The net book value per share of the Company increased slightly during the year to $5.23 per share at December 31, 2003.  This increase was net of four quarterly dividends declared during 2003 totaling $0.52 per share.  In addition, the Company paid a $0.13 per share dividend on March 1, 2004 for the first quarter of 2004.

 

The Company conducts its operations in three business segments: (1) restaurant operations; (2) commercial real estate mortgage brokerage operations and (3) real estate, merchant banking and finance operations.  The following summarizes the general activities in the Company’s areas of interest:

 

Restaurant Operations

 

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 includes the purchase of convertible preferred stock and redeemable convertible preferred stock.  Currently, the Company owns approximately 83% of the voting control of Fatburger.

 

Fatburger operates or franchises over 50 hamburger restaurants located in California, Nevada, Arizona, Florida, Colorado and Washington.  Fatburger has plans to open additional restaurants, including expansion into Oregon, Louisiana, Georgia, New York, Ohio, New Jersey, Texas, Missouri, Kansas, Pennsylvania, West Virginia, Virginia, North Carolina, South Carolina, and Michigan.  Franchisees currently own and operate about half of the Fatburger locations. Fatburger has agreements for approximately 250 new franchise restaurants.

 

Known for their cook to order gourmet hamburgers, the 50’s-style restaurants also offer a variety of side orders and sandwiches.  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.

 

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 2003, George Elkins facilitated the placement of approximately $650 million in commercial mortgages.  George Elkins also manages a commercial loan servicing portfolio in excess of $700 million for various investors.

 

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.

 

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 year ended December 31, 2003, the Company recorded $5.0 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 December 31, 2003, Bourne End had sold thirteen properties since the acquisition by Fog Cutter and its partners, including four during 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 two 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 103 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.  Twenty of the stores are owned directly by the Company and the remaining 83 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 December 31, 2003, the Company owned mortgage-backed securities with an aggregate market value of $35.5 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 sale of mortgaged-backed securities during 2003 of $12.5 million.

 

The Company announced that on February 17, 2004, the board of directors of the Company unanimously resolved that the Company may purchase shares of its common stock from its stockholders from time to time, in open market purchases or negotiated transactions, provided that the Company shall only purchase such shares in accordance with applicable law, including United States federal securities laws, including the safe harbor provisions of Rule 10b-18 of the Securities Act of 1934, as amended.

 

Also, effective March 1, 2004, the Company made available to shareholders, an automatic dividend reinvestment plan through The Bank of New York.  The Plan enables shareholders to reinvest their quarterly cash dividends and make supplemental cash contributions up to $10,000 per month, with a maximum amount of $60,000 per year, toward the purchase of the Company’s common stock.  Participation in the plan is voluntary.

 

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 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-K, filed with the Securities and Exchange Commission.

 



 

FOG CUTTER CAPITAL GROUP INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION

(Dollars in thousands)

 

 

 

December 31,

 

 

 

2003

 

2002

 

Assets

 

 

 

 

 

Cash and cash equivalents

 

$

19,607

 

$

14,505

 

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

 

35,010

 

56,524

 

Securities available for sale, at estimated fair value

 

500

 

2,794

 

Loans

 

3,744

 

2,245

 

Investments in real estate, net

 

22,577

 

21,498

 

Loans to senior executives

 

2,964

 

2,918

 

Investment in Bourne End

 

2,141

 

5,579

 

Restaurant property, plant and equipment, net

 

5,897

 

 

Intangible assets, net

 

5,640

 

 

Goodwill

 

7,300

 

 

Other assets

 

3,596

 

4,523

 

Total assets

 

$

108,976

 

$

110,586

 

 

 

 

 

 

 

Liabilities and Stockholders’ Equity

 

 

 

 

 

Liabilities:

 

 

 

 

 

Repurchase agreements

 

$

25,318

 

$

35,478

 

Borrowings and notes payable

 

7,804

 

 

Obligations under capital leases

 

12,942

 

16,847

 

Dividend payable

 

1,216

 

1,253

 

Obligation to repurchase stock

 

 

4,201

 

Deferred income

 

3,700

 

 

Deferred income taxes

 

6,980

 

4,134

 

Accrued expenses and other liabilities

 

5,635

 

4,466

 

Total liabilities

 

63,595

 

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 December 31, 2003 and 11,518,600 shares issued as of  December 31, 2002;  8,670,700 shares outstanding as of December 31, 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 December 31, 2003; 1,044,760 common shares as of December 31, 2002

 

 

(3,131

)

Accumulated deficit

 

(115,588

)

(116,503

)

Accumulated other comprehensive income

 

968

 

1,700

 

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

 

(8,017

)

(4,886

)

Total stockholders’ equity

 

45,381

 

44,207

 

Total liabilities and stockholders’ equity

 

$

108,976

 

$

110,586

 

 



 

FOG CUTTER CAPITAL GROUP INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

 (Dollars in thousands, except share data)

 

 

 

Year Ended December 31,

 

 

 

2003

 

2002

 

2001

 

Net Interest Income:

 

 

 

 

 

 

 

Loans

 

$

1,250

 

$

469

 

$

2,307

 

Securities

 

2,422

 

5,277

 

7,328

 

Loans to senior executives

 

216

 

88

 

87

 

Other investments

 

173

 

264

 

226

 

Total interest income

 

4,061

 

6,098

 

9,948

 

Interest expense

 

669

 

1,906

 

4,548

 

Net interest income

 

3,392

 

4,192

 

5,400

 

 

 

 

 

 

 

 

 

Real Estate Operations:

 

 

 

 

 

 

 

Operating income

 

4,026

 

927

 

2,197

 

Operating expense

 

(1,930

)

(669

)

(418

)

Interest expense

 

(1,335

)

(333

)

(1,244

)

Gain on sale of real estate

 

279

 

49

 

1,142

 

Depreciation

 

(616

)

(158

)

(456

)

Total real estate operations

 

424

 

(184

)

1,221

 

 

 

 

 

 

 

 

 

Restaurant Operations:

 

 

 

 

 

 

 

Operating revenue

 

7,502

 

 

 

Cost of goods sold

 

(4,556

)

 

 

Franchise and royalty fees

 

463

 

 

 

General and administrative costs

 

(3,514

)

 

 

Interest expense

 

(319

)

 

 

Depreciation and amortization

 

(494

)

 

 

Total restaurant operations

 

(918

)

 

 

 

 

 

 

 

 

 

 

Other Operating Income (Loss):

 

 

 

 

 

 

 

Market valuation losses and impairments

 

(762

)

(400

)

(11,422

)

Provision for litigation claims

 

 

 

(2,000

)

Equity in earnings (losses) of equity investees

 

4,934

 

1,100

 

(1,335

)

Gain on sale of loans and securities

 

12,520

 

28,045

 

1,001

 

Loan origination income

 

5,408

 

2,315

 

 

Other income (loss), net

 

1,466

 

(1,037

)

(758

)

Total other operating income (loss)

 

23,566

 

30,023

 

(14,514

)

 

 

 

 

 

 

 

 

Operating Expenses:

 

 

 

 

 

 

 

Compensation and employee benefits

 

11,781

 

8,615

 

5,147

 

Professional fees

 

1,925

 

2,158

 

1,365

 

Fees paid to related parties

 

425

 

75

 

1

 

Other

 

3,279

 

2,956

 

2,519

 

Total operating expenses

 

17,410

 

13,804

 

9,032

 

 

 

 

 

 

 

 

 

Net income (loss) before provision for income taxes and cumulative effect of a change in accounting principle

 

9,054

 

20,227

 

(16,925

)

Provision for income taxes

 

3,655

 

3,522

 

 

Net income (loss) before cumulative effect of a change in accounting principle

 

5,399

 

16,705

 

(16,925

)

Cumulative effect of a change in accounting principle

 

 

 

(1,021

)

Net income (loss)

 

$

5,399

 

$

16,705

 

$

(17,946

)

 

 

 

 

 

 

 

 

Basic net income (loss) per share before cumulative effect of a change in accounting principle

 

$

0.62

 

$

1.69

 

$

(1.61

)

Cumulative effect per share of a change in accounting  principle

 

 

 

(.10

)

Basic net income (loss) per share

 

$

0.62

 

$

1.69

 

$

(1.71

)

 

 

 

 

 

 

 

 

Weighted average shares outstanding

 

8,651,500

 

9,905,900

 

10,507,413

 

 

 

 

 

 

 

 

 

Diluted net income (loss) per share before cumulative effect of a change in accounting principle

 

$

0.62

 

$

1.66

 

$

(1.61

)

Cumulative effect per share of a change in accounting  principle

 

 

 

(.10

)

Diluted net income (loss) per share

 

$

0.62

 

$

1.66

 

$

(1.71

)

 

 

 

 

 

 

 

 

Diluted weighted average shares outstanding

 

8,767,400

 

10,049,100

 

10,525,413

 

 

 

 

 

 

 

 

 

Dividends declared per share

 

$

0.52

 

$

0.52

 

$

0.39

 

 


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