EX-99 2 a07-10864_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 FIRST QUARTER 2007 OPERATING RESULTS

PORTLAND, Ore. — May 11, 2007 – Fog Cutter Capital Group Inc. (OTC: FCCG) reported a net loss of $3.7 million or $0.46 per share for the three months ended March 31, 2007.  These results compare to a net loss of $1.0 million or $0.12 per share for the first quarter of 2006. Approximately $1.4 million of the loss for the 2007 period came from the Company’s Fatburger restaurant chain, which is currently in the process of nationwide and international expansion.  “We expect that 2007 will be a pivotal year for Fatburger as we continue to expand into new markets,” explained chairman and chief executive officer Andrew A. Wiederhorn.  “We are particularly excited about opening our first restaurants in greater China later this year.

The Company’s first quarter results include a gain of $2.5 million from the sale of its mortgage brokerage unit, George Elkins Mortgage Banking Company.  A Fog Cutter subsidiary owned 51% of George Elkins and, together with Elkins’ management, sold the entire commercial mortgage brokerage operation to a division of MuniMae for $10.4 million.  The sale of George Elkins was in line with Fog Cutter’s strategy to divest its non-core subsidiaries and concentrate its focus on the Fatburger restaurant operation.

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.  At March 31, 2007, there were currently 87 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 52 of the Fatburger locations and the company has agreements for approximately 207 new franchise locations in the United States and Canada.

For the three months ended March 31, 2007, company-owned restaurant sales increased 20.6% to $7.6 million. This increase was primarily the result of the addition of nine company-owned restaurants in 2006 and a system-wide price increase in June 2006.  Same store sales for company-owned restaurants open during all of 2006 decreased 6.3% in the first quarter of 2007 compared to the same period in 2006.  The operating margin as a percentage of sales for company-owned stores was 35.8% in the first quarter of 2007, down from 37.2% for the same period in 2006.  This was due primarily to increases in labor costs of 3.9% as a percentage of sales and restaurant depreciation expense of 1.6% (from the addition of nine company-owned restaurants in 2006), partially offset by reductions in food costs as a percentage of sales of 4.1%.

System-wide sales increased 4.1% to $16.8 million, primarily as the result of the addition of 6 new restaurant locations. System-wide same store sales (stores open during all of 2006) decreased 9.3% for the first quarter of 2007.




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 three months ended March 31, 2007, DAC had sales revenues of $2.3 million and earned approximately $0.1 million in net income.

Real Estate Operations

The Company invests directly and indirectly in real estate, both in the United States and Europe.  During the first quarter of 2007, the Company lost $0.1 million from its real estate operations, including $0.1 million of depreciation and $0.6 million of interest expense.  The Company’s major holdings in real estate as of March 31, 2007 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.

·                  Barcelona Apartments – As of March 31, 2007 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 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 $8.6 million.

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.

Forward Looking Statements

Certain statements contained herein and certain statements contained in future filings by the Company with the SEC 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 Risk Factors identified herein and 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-Q filed with the Securities and Exchange Commission on May 11, 2007.




FOG CUTTER CAPITAL GROUP INC.
CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
(dollars in thousands, except share data)

 

 

March 31, 2007 

 

December 31,
2006

 

 

 

(unaudited)

 

 

 

Assets

 

 

 

 

 

Current Assets:

 

 

 

 

 

Cash and cash equivalents

 

$

1,619

 

$

1,824

 

Accounts receivable

 

1,554

 

1,586

 

Notes receivable, current portion

 

464

 

464

 

Loans to senior executives

 

1,094

 

1,077

 

Inventories

 

2,687

 

2,442

 

Investments in real estate, held for sale, net

 

11,250

 

11,062

 

Current assets held for sale

 

 

27

 

Other current assets

 

1,205

 

1,243

 

Total current assets

 

19,873

 

19,725

 

 

 

 

 

 

 

Investments in real estate, net

 

11,460

 

11,502

 

Notes receivable

 

365

 

371

 

Property, plant and equipment, net

 

10,297

 

10,576

 

Intangible assets, net

 

5,193

 

5,262

 

Goodwill

 

10,526

 

10,526

 

Other assets held for sale

 

 

385

 

Other assets

 

1,359

 

1,453

 

Total assets

 

$

59,073

 

$

59,800

 

 

 

 

 

 

 

Liabilities and Stockholders’ Equity

 

 

 

 

 

Liabilities:

 

 

 

 

 

Accounts payable and accrued liabilities

 

$

13,457

 

$

11,762

 

Current liabilities associated with assets held for sale

 

 

441

 

Borrowings and notes payable, current portion

 

14,410

 

13,453

 

Obligations under capital leases, current portion

 

578

 

608

 

Total current liabilities

 

28,445

 

26,264

 

 

 

 

 

 

 

Borrowings and notes payable

 

2,435

 

2,400

 

Obligations under capital leases

 

11,832

 

11,883

 

Deferred income

 

4,536

 

4,061

 

Deferred income taxes

 

4,390

 

4,397

 

Total liabilities

 

51,638

 

49,005

 

 

 

 

 

 

 

Commitments and contingencies

 

 

 

 

 

Minority interests in consolidated subsidiaries

 

436

 

441

 

Minority interests in consolidated subsidiaries held for sale

 

 

130

 

 

 

 

 

 

 

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 March 31, 2007 and December 31, 2006; 7,957,428 shares outstanding as of March 31, 2007 and December 31, 2006

 

169,391

 

168,965

 

Accumulated deficit

 

(150,383

)

(146,732

)

Treasury stock, 3,799,645 common shares as of March 31, 2007 and December 31, 2006, at cost

 

(12,009

)

(12,009

)

Total stockholders’ equity

 

6,999

 

10,224

 

Total liabilities and stockholders’ equity

 

$

59,073

 

$

59,800

 

 




FOG CUTTER CAPITAL GROUP INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

(dollars in thousands, except share data)

 

 

Quarter Ended

 

 

 

March 31,

 

 

 

2007

 

2006

 

Revenue:

 

 

 

 

 

Restaurant and manufacturing sales

 

$

9,919

 

$

9,595

 

Restaurant franchise and royalty fees

 

539

 

637

 

Real estate rental income

 

935

 

1,067

 

Total revenue

 

11,393

 

11,299

 

 

 

 

 

 

 

Operating costs and expenses:

 

 

 

 

 

Restaurant and manufacturing cost of sales

 

5,786

 

5,330

 

Real estate operating expense

 

387

 

441

 

Engineering and development

 

386

 

410

 

Depreciation and amortization

 

583

 

428

 

Total operating costs and expenses

 

7,142

 

6,609

 

 

 

 

 

 

 

General and administrative expenses:

 

 

 

 

 

Compensation and employee benefits

 

4,847

 

2,585

 

Professional fees

 

674

 

442

 

Fees paid to related parties

 

 

160

 

Other

 

4,205

 

3,323

 

Total general and administrative expenses

 

9,726

 

6,510

 

 

 

 

 

 

 

Non-operating income (expense):

 

 

 

 

 

Gain on sale of real estate

 

 

505

 

Gain on sale of notes receivable

 

 

496

 

Interest income

 

43

 

79

 

Interest expense

 

(859

)

(500

)

Other income, net

 

91

 

233

 

Total non-operating income (expense)

 

(725

)

813

 

 

 

 

 

 

 

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

 

(6,200

)

(1,007

)

 

 

 

 

 

 

Minority interest in earnings

 

35

 

13

 

Equity in loss of equity investees

 

 

(76

)

 

 

 

 

 

 

Loss from continuing operations

 

(6,165

)

(1,070

)

 

 

 

 

 

 

Income from discontinued operations (including gain on sale of $2,492)

 

2,514

 

82

 

 

 

 

 

 

 

Net loss

 

$

(3,651

)

$

(988

)

 

 

 

 

 

 

Basic loss per share from continuing operations

 

$

(0.77

)

$

(0.13

)

Basic earnings per share from discontinued operations

 

$

0.31

 

$

0.01

 

Basic loss per share

 

$

(0.46

)

$

(0.12

)

Basic weighted average shares outstanding

 

7,957,428

 

7,957,428

 

Diluted loss per share from continuing operations

 

$

(0.77

)

$

(0.13

)

Diluted earnings per share from discontinued operations

 

$

0.31

 

$

0.01

 

Diluted loss per share

 

$

(0.46

)

$

(0.12

)

Diluted weighted average shares outstanding

 

7,957,428

 

7,957,428

 

 

 

 

 

 

 

Dividends declared per share

 

$

 

$

0.13