-----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, OPhcQgsMFDyvebtFiRAKa+1D1/GTMj6uCBdvMlY0oqXup7lD1REW1ue4n2/+JHEH +josHfR2cs2AFD1ucMxhTg== 0001104659-07-025757.txt : 20070404 0001104659-07-025757.hdr.sgml : 20070404 20070404120748 ACCESSION NUMBER: 0001104659-07-025757 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20070402 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20070404 DATE AS OF CHANGE: 20070404 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: 07747687 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 a07-5622_28k.htm 8-K

 

UNITED STATES

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 April 2, 2007

Fog Cutter Capital Group Inc.

(Exact Name of Registrant as Specified in Charter)

Maryland

 

0-23911

 

52-2081138

(State or Other Jurisdiction

 

(Commission

 

(IRS Employer

of Incorporation)

 

File Number)

 

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

Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 203.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c ) under the Exchange Act (17 CFR 240.13e-4(c))

 




Item 2.02.  Results of Operations and Financial Condition.

On April 2, 2007, Fog Cutter Capital Group Inc. (OTC: FCCG)  issued an earnings release announcing the results of operations and financial condition for the year ended December 31, 2006.

Item 9.01.                                          Financial Statements and Exhibits.

(d)

 

Exhibits.

 

 

 

 

 

The following exhibit is filed as part of this report:

 

 

 

99

 

Press Release Dated April 2, 2007 – “Fog Cutter Capital Group Inc. Reports 2006 Operating Results”

 

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: April 4, 2007

 

 

 

 

 

 

FOG CUTTER CAPITAL GROUP INC.

 

 

 

 

 

 

 

By:

/s/ R. Scott Stevenson

 

 

 

R. Scott Stevenson

 

 

Senior Vice President and Chief

 

 

Financial Officer

 

3




Exhibit Index

Exhibit Number

 

Description

 

 

 

99

 

Press release dated April 2, 2007 – “Fog Cutter Capital Group Inc. Reports 2006 Operating Results”

 

4



EX-99 2 a07-5622_2ex99.htm PRESS RELEASE

EXHIBIT 99

FOR:

 

FOG CUTTER CAPITAL GROUP INC.

 

 

 

CONTACT:

 

Fog Cutter Capital Group Inc.

 

 

(503) 721-6500

Andrew A. Wiederhorn, Chairman and CEO

 

 

(503) 721-6500

R. Scott Stevenson, Chief Financial Officer

 

For Immediate Release

FOG CUTTER CAPITAL GROUP INC. REPORTS 2006 OPERATING RESULTS

PORTLAND, Ore. — April 2, 2007 – Fog Cutter Capital Group Inc. (OTC: FCCG) reported a net loss of $10.1 million or $1.27 per share for the year ended December 31, 2006.  These results compare to a net loss of $7.2 million or $0.89 per share for the prior year.  Fog Cutter’s business segments continue to operate in a growth stage, which the Company anticipates will yield long term value.  Approximately $4.7 million of the loss for the 2006 period came from the Company’s Fatburger restaurant chain, which is currently in the process of a nationwide expansion.  “The success of Fatburger has become the primary emphasis of our business,” explained chairman and chief executive officer Andrew A. Wiederhorn.  “We intend to continue our efforts to divest our non-core business segments in order to focus our resources on Fatburger’s expansion.”

The Company currently conducts its operations in four business segments: (1) restaurant operations through its Fatburger subsidiary; (2) manufacturing activities conducted through its DAC International subsidiary; (3) real estate operations; and (4) software development and sales conducted through its Centrisoft Corporation subsidiary.  The following summarizes the general activities in the Company’s areas of interest:

Restaurant Operations

Fatburger, “The Last Great Hamburger Stand”®, opened its first restaurant in Los Angeles in 1952.  There are currently 86 Fatburger restaurants located in 14 states and Canada.  The restaurants specialize in fresh, made to order hamburgers and other specialty sandwiches.  French fries, homemade onion rings, hand-scooped ice cream shakes and soft drinks round out the menu.

Fatburger plans to open additional restaurants throughout the United States, Canada and China through a combination of company owned restaurants and franchised locations.  Franchisees currently own and operate 51 of the Fatburger locations and the company has agreements for 208 new franchise locations in the United States and Canada.  In 2006, Fatburger has added ten locations which include six franchise operations and four company-owned restaurants. In addition, Fatburger purchased five locations from franchisees during the period.

For the year ended December 31, 2006, company-owned restaurant sales increased 18.8% to $28.4 million. This increase was primarily the result of the addition of nine company-owned restaurants and a system-wide price increase in June 2006.  Same store sales for company-owned restaurants increased 1.2% in 2006.  The operating margin for company-owned stores increased to 39.1% in 2006 from 36.9% in 2005, due to the June 2006 price increase and continued implementation of cost-control measures.

System-wide sales increased 22% to $68.9 million, while system-wide same store sales decreased 1.0% for 2006.  Royalty revenue from franchise operations increased 22.2% to $2.2 million for the year ended December 31, 2006 due to the opening of eighteen franchise restaurants in 2005 and another six in 2006.

Manufacturing Operations

The Company conducts manufacturing activities through DAC International.  DAC is a supplier of computer controlled lathes and milling machinery for the production of eyeglass, contact, and intraocular lenses.  In the year ended December 31, 2006, DAC had sales revenues of $9.8 million and earned $1.4 million in income.




Real Estate Operations

The Company invests directly and indirectly in real estate, both in the United States and Europe.  During 2006, the Company earned $4.3 million from its real estate operations.  Of this amount, $2.9 million related to the gain on sale of properties, $1.0 million due to increases in the exchange rate of foreign currencies and $0.7 million in earnings from equity investees.  The Company’s major holdings in real estate as of December 31, 2006 are as follows:

·                  Freestanding Retail Properties – The Company owns or controls 74 freestanding retail buildings throughout the United States, either directly or through leases.  The buildings are approximately 4,500 square feet and are leased to a variety of tenants including convenience stores, video rental outlets, shoe stores and other small businesses.  During the first quarter of 2006, the Company sold 7 similar properties that had been a part of the portfolio for $3.5 million.

·                  Barcelona Apartments – As of December 31, 2006 the Company owned two apartment buildings through equity participating loans to special purpose Spanish corporations.  The properties consist of 33 residential units located in Barcelona, Spain.  The two buildings were acquired subject to below market leases and the Company has relocated these tenants and is now selling the properties for development.  In July 2006, the Company sold one similar property for net proceeds of approximately $3.3 million.  In December 2006, the Company entered into an agreement to sell one of the two remaining apartment buildings in Barcelona, Spain for a sales price of approximately $8.3 million.  The sale is expected to close during the second quarter of 2007.

·                  Oregon Commercial Properties – During 2006, the Company sold two commercial properties located in Oregon.  One property, an 84,000-square-foot warehouse located on 4.5 acres in the city of Eugene was sold in August 2006 for $2.8 million in cash.  The other property, a 10.9-acre parcel of undeveloped land located in the Wilsonville, Oregon was sold in May 2006 for $2.6 million in cash.  The Company recognized a combined gain of $2.4 million on the sale of these properties.

·                  Bourne End – In December 2000, Fog Cutter organized and led a group of investors, including a subsidiary of Merrill Lynch & Co., Inc., to purchase all of the outstanding capital stock of Bourne End Properties Ltd., a UK-based real estate company.  The real estate assets consisted of 1.7 million square feet in fifteen shopping centers.  Bourne End has profitably sold all of the properties since the acquisition by Fog Cutter and its partners, with the final property being sold in June 2006.  During the year ended December 31, 2006, the Company earned $0.7 million from its investment in Bourne End.

Software Development and Sales

The Company’s Centrisoft subsidiary develops and sells software that controls and enhances the productivity of enterprise networks and provides first level security against unauthorized applications and users.  Centrisoft is marketing its software to potential customers both directly and through re-seller relationships.

Discontinued Operations

In December, the Company and its 49% partners reached an agreement to sell their ownership interest in George Elkins Mortgage Banking Company, a California commercial mortgage banking operation.  The sale closed in February 2007.  Prior to the decision to sell George Elkins, it was a reportable segment of the Company’s operations, and provided net income of $0.1 million for the year ended December 31, 2006.

Forward Looking Statements

Certain statements contained herein may not be based on historical facts and are “Forward-Looking Statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended.  Forward-Looking Statements are based on various assumptions (some of which are beyond the Company’s control) and may be identified by reference to a future period or periods, or by the use of forward-looking terminology, such as “may,” “will,” “believe,” “expect,” “anticipate,” “continue,” or similar terms or variations on those terms, or the negative of those terms.  Actual results could differ materially from those set forth in Forward-Looking Statements due to a variety of factors, including, but not limited to the following:

·                  economic factors, particularly in the market areas in which the Company operates;

·                  the financial and securities markets and the availability of and costs associated with sources of liquidity;




·                  competitive products and pricing;

·                  the real estate market, including the residential real estate market in Barcelona, Spain;

·                  the ability to sell assets to maintain liquidity;

·                  fiscal and monetary policies of the U.S. Government;

·                  changes in prevailing interest rates;

·                  changes in currency exchange rates;

·                  acquisitions and the integration of acquired businesses;

·                  performance of retail/consumer markets, including consumer preferences and concerns about diet;

·                  effective expansion of the Company’s restaurants in new and existing markets;

·                  profitability and success of franchisee restaurants;

·                  availability of quality real estate locations for restaurant expansion;

·                  the market for Centrisoft’s software products;

·                  credit risk management; and

·                  asset/liability management.

Except as may be required by law, the Company does not undertake, and specifically disclaims any obligation, to publicly release the results of any revisions which may be made to any Forward-Looking Statements to reflect the occurrence of anticipated or unanticipated events or circumstances after the date of such statements.  The following financial results should be read in conjunction with the Form 10-K filed with the Securities and Exchange Commission.




FOG CUTTER CAPITAL GROUP INC.

CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION

(dollars in thousands, except share data)

 

 

 

December 31,

 

 

 

2006

 

2005 (restated)

 

Assets

 

 

 

 

 

Current Assets:

 

 

 

 

 

Cash and cash equivalents

 

$

1,824

 

$

4,071

 

Accounts receivable

 

1,586

 

1,060

 

Notes receivable, current portion

 

464

 

17

 

Loans to senior executives

 

1,077

 

 

Inventories

 

2,442

 

2,297

 

Investments in real estate held for sale, net

 

11,062

 

6,355

 

Current assets held for sale

 

27

 

38

 

Other current assets

 

1,243

 

1,661

 

Total current assets

 

19,725

 

15,499

 

 

 

 

 

 

 

Investments in real estate, net

 

11,502

 

23,690

 

Notes receivable

 

371

 

976

 

Loans to senior executives

 

 

1,015

 

Investment in Bourne End

 

 

803

 

Property, plant and equipment, net

 

10,576

 

5,319

 

Intangible assets, net

 

5,262

 

5,586

 

Goodwill

 

10,526

 

10,134

 

Other assets held for sale

 

385

 

823

 

Other assets

 

1,453

 

1,649

 

Total assets

 

$

59,800

 

$

65,494

 

 

 

 

 

 

 

Liabilities and Stockholders’ Equity

 

 

 

 

 

Liabilities:

 

 

 

 

 

Accounts payable and accrued liabilities

 

$

11,762

 

$

9,491

 

Current liabilities associated with assets held for sale

 

441

 

558

 

Borrowings and notes payable, current portion

 

13,453

 

4,642

 

Obligations under capital leases, current portion

 

608

 

546

 

Total current liabilities

 

26,264

 

15,237

 

 

 

 

 

 

 

Borrowings and notes payable

 

2,400

 

8,294

 

Obligations under capital leases

 

11,883

 

10,641

 

Deferred income

 

4,061

 

4,330

 

Deferred income taxes

 

4,397

 

5,666

 

Total liabilities

 

49,005

 

44,168

 

 

 

 

 

 

 

Commitments and contingencies

 

 

 

 

 

Minority interests in consolidated subsidiaries

 

441

 

231

 

Minority interests in consolidated subsidiaries held for sale

 

130

 

301

 

 

 

 

 

 

 

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; 11,757,073 shares issued as of December 31, 2006 and 2005; 7,957,428 shares outstanding as of December 31, 2006 and 2005

 

168,965

 

168,214

 

Accumulated deficit

 

(146,732

)

(135,571

)

Accumulated other comprehensive income

 

 

160

 

Treasury stock, 3,799,645 common shares as of December 31, 2006 and 2005, at cost

 

(12,009

)

(12,009

)

Total stockholders’ equity

 

10,224

 

20,794

 

Total liabilities and stockholders’ equity

 

$

59,800

 

$

65,494

 

 




FOG CUTTER CAPITAL GROUP INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(dollars in thousands, except share data)

 

 

 

Year Ended December 31,

 

 

 

2006

 

2005 (restated)

 

2004 (restated)

 

Revenue:

 

 

 

 

 

 

 

Restaurant and manufacturing sales

 

$

38,252

 

$

24,832

 

$

21,889

 

Restaurant franchise and royalty fees

 

2,779

 

2,379

 

1,431

 

Real estate rental income

 

3,909

 

4,298

 

4,101

 

Total revenue

 

44,940

 

31,509

 

27,421

 

 

 

 

 

 

 

 

 

Operating costs and expenses:

 

 

 

 

 

 

 

Restaurant and manufacturing cost of sales

 

21,570

 

14,471

 

13,042

 

Real estate operating expense

 

1,486

 

1,471

 

1,761

 

Engineering and development

 

1,556

 

434

 

 

Depreciation and amortization

 

1,915

 

1,724

 

2,169

 

Total operating costs and expenses

 

26,527

 

18,100

 

16,972

 

 

 

 

 

 

 

 

 

General and administrative expenses:

 

 

 

 

 

 

 

Compensation and employee benefits

 

11,911

 

6,728

 

9,674

 

Professional fees

 

3,819

 

3,479

 

2,557

 

Fees paid to related parties

 

426

 

 

342

 

Other

 

15,562

 

11,537

 

15,136

 

Total general and administrative expenses

 

31,718

 

21,744

 

27,709

 

 

 

 

 

 

 

 

 

Non-operating income (expense):

 

 

 

 

 

 

 

Gain on sale of real estate

 

2,905

 

2,222

 

1,721

 

Gain on sale of notes receivable and securities

 

496

 

 

2,099

 

Interest Income

 

283

 

1,285

 

2,813

 

Interest expense

 

(2,833

)

(1,946

)

(1,978

)

Other income, net

 

191

 

137

 

4,038

 

Total non-operating income

 

1,042

 

1,698

 

8,693

 

 

 

 

 

 

 

 

 

Loss before provision for income taxes, minority interests, and equity in income (loss) of equity investees

 

(12,263

)

(6,637

)

(8,567

)

 

 

 

 

 

 

 

 

Minority interest in earnings

 

109

 

 

 

 

 

 

 

 

 

 

 

Equity in income (loss) of equity investees

 

748

 

(885

)

4,419

 

Income tax benefit

 

1,176

 

 

 

 

 

 

 

 

 

 

 

Loss from continuing operations

 

(10,230

)

(7,522

)

(4,148

)

 

 

 

 

 

 

 

 

Income from discontinued operations

 

103

 

319

 

78

 

 

 

 

 

 

 

 

 

Net loss

 

$

(10,127

)

$

(7,203

)

$

(4,070

)

 

 

 

 

 

 

 

 

Basic loss per share from continuing operations

 

$

(1.28

)

$

(0.93

)

$

(0.49

)

Basic earnings per share from discontinued operations

 

$

0.01

 

$

0.04

 

$

0.01

 

Basic loss per share

 

$

(1.27

)

$

(0.89

)

$

(0.48

)

Basic weighted average shares outstanding

 

7,957,428

 

8,045,604

 

8,462,950

 

Diluted loss per share from continuing operations

 

$

(1.28

)

$

(0.93

)

$

(0.49

)

Diluted earnings (loss) per share from discontinued operations

 

$

0.01

 

$

0.04

 

$

0.01

 

Diluted loss per share

 

$

(1.27

)

$

(0.89

)

$

(0.48

)

Diluted weighted average shares outstanding

 

7,957,428

 

8,045,604

 

8,462,950

 

 

 

 

 

 

 

 

 

Dividends declared per share

 

$

0.13

 

$

0.52

 

$

0.52

 

 



-----END PRIVACY-ENHANCED MESSAGE-----