EX-99 2 a07-22391_1ex99.htm EX-99

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 SECOND QUARTER 2007 OPERATING RESULTS

PORTLAND, Ore. — August 10, 2007 — Fog Cutter Capital Group Inc. (OTCBB:  FCCG.OB) reported a net loss of $3.4 million or $0.43 per share for the three months ended June 30, 2007, compared to a net loss of $1.7 million or $0.22 per share for the second quarter of 2006.  The company reported a net loss of $7.1 million or $1.20 per share for the six months ended June 30, 2007, compared to a net loss of $2.7 million for the same period in 2006.  Approximately $0.9 million of the loss for the year-to-date 2007 period came from the Company’s Fatburger restaurant chain, which is currently in the process of nationwide and international expansion.

The Company’s year-to-date 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 June 30, 2007, there were 88 Fatburger restaurants located in 14 states and Canada.  On August 9, 2007, the Company opened its 89th Fatburger in Vancouver, B.C.  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 54 of the Fatburger locations and the company has agreements for approximately 217 new franchise locations in the United States and Canada.




 

For the six months ended June 30, 2007, company-owned restaurant sales increased 12.2% to $14.7 million.  The operating margin as a percentage of sales for company-owned stores was 35.5% in the first six months of 2007, down from 38.0% for the same period in 2006.  An increase in labor cost accounted for most of the change in the operating margin.

System-wide sales increased 6.2% during the first half of 2007 to $33.3 million, primarily as the result of the addition of 11 new restaurant locations.

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 six months ended June 30, 2007, DAC had sales revenues of $4.8 million and earned approximately $0.4 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 half of 2007, the Company lost $0.3 million from its real estate operations, including $1.1 million in impairment reserves on property in Barcelona, Spain, partially offset by the recognition of approximately $0.7 million in income from forfeited deposits.  The Company’s major holdings in real estate as of June 30, 2007 are as follows:

·                  Freestanding Retail Properties — The Company owns or controls 72 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 June 30, 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 in the process of selling the properties for development.

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 and events (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 August 10, 2007.

 




 

FOG CUTTER CAPITAL GROUP INC.

CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION

(dollars in thousands, except share data)

 

 

 

June 30, 2007

 

December 31,

 

Assets

 

(unaudited)

 

2006

 

Current Assets:

 

 

 

 

 

Cash and cash equivalents

 

$

1,262

 

$

1,824

 

Accounts receivable

 

1,235

 

1,586

 

Notes receivable, current portion

 

464

 

464

 

Loans to senior executives

 

1,111

 

1,077

 

Inventories

 

3,247

 

2,442

 

Investments in real estate, held for sale, net

 

10,342

 

11,062

 

Current assets held for sale

 

 

27

 

Other current assets

 

534

 

525

 

Total current assets

 

18,195

 

19,007

 

 

 

 

 

 

 

Investments in real estate, net

 

11,350

 

11,502

 

Notes receivable

 

360

 

371

 

Property, plant and equipment, net

 

10,054

 

10,576

 

Intangible assets, net

 

5,124

 

5,262

 

Goodwill

 

10,526

 

10,526

 

Other assets held for sale

 

 

385

 

Other assets

 

2,061

 

2,171

 

Total assets

 

$

57,670

 

$

59,800

 

 

 

 

 

 

 

Liabilities and Stockholders’ Equity

 

 

 

 

 

Liabilities:

 

 

 

 

 

Accounts payable and accrued liabilities

 

$

11,135

 

$

10,658

 

Sales deposits

 

1,987

 

1,104

 

Current liabilities associated with assets held for sale

 

 

441

 

Borrowings and notes payable, current portion

 

15,381

 

13,453

 

Obligations under capital leases, current portion

 

580

 

608

 

Total current liabilities

 

29,083

 

26,264

 

 

 

 

 

 

 

Borrowings and notes payable

 

2,537

 

2,400

 

Obligations under capital leases

 

11,733

 

11,883

 

Deferred income

 

4,791

 

4,061

 

Deferred income taxes

 

4,386

 

4,397

 

Total liabilities

 

52,530

 

49,005

 

 

 

 

 

 

 

Commitments and contingencies:

 

 

 

 

 

Minority interests in consolidated subsidiaries

 

1,066

 

441

 

Minority interests in consolidated subsidiaries held for sale

 

 

130

 

Total commitments and contingencies

 

1,066

 

571

 

 

 

 

 

 

 

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 June 30, 2007 and December 31, 2006; 7,957,428 shares outstanding as of June 30, 2007 and December 31, 2006

 

169,871

 

168,965

 

Accumulated deficit

 

(153,788

)

(146,732

)

Treasury stock, 3,799,645 common shares as of June 30, 2007 and December 31, 2006, at cost

 

(12,009

)

(12,009

)

Total stockholders’ equity

 

4,074

 

10,224

 

Total liabilities and stockholders’ equity

 

$

57,670

 

$

59,800

 

 




 

FOG CUTTER CAPITAL GROUP INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

(dollars in thousands, except share data)

 

 

 

 

Quarter Ended

 

Six Months Ended

 

 

 

June 30,

 

June 30,

 

 

 

2007

 

2006

 

2007

 

2006

 

Revenue:

 

 

 

 

 

 

 

 

 

Restaurant and manufacturing sales

 

$

9,685

 

$

8,944

 

$

19,604

 

$

18,539

 

Restaurant franchise and royalty fees

 

568

 

598

 

1,107

 

1,235

 

Real estate rental income

 

944

 

983

 

1,879

 

2,050

 

Total revenue

 

11,197

 

10,525

 

22,590

 

21,824

 

 

 

 

 

 

 

 

 

 

 

Operating costs and expenses:

 

 

 

 

 

 

 

 

 

Restaurant and manufacturing cost of sales

 

5,515

 

5,134

 

11,302

 

10,463

 

Real estate operating expense

 

323

 

230

 

709

 

672

 

Engineering and development

 

345

 

387

 

731

 

797

 

Depreciation and amortization

 

552

 

472

 

1,135

 

900

 

Total operating costs and expenses

 

6,735

 

6,223

 

13,877

 

12,832

 

 

 

 

 

 

 

 

 

 

 

General and administrative expenses:

 

 

 

 

 

 

 

 

 

Compensation and employee benefits

 

2,265

 

3,016

 

7,113

 

5,602

 

Professional fees

 

984

 

1,158

 

1,657

 

1,440

 

Fees paid to related parties

 

 

72

 

 

232

 

Other

 

4,292

 

3,697

 

8,497

 

7,180

 

Total general and administrative expenses

 

7,541

 

7,943

 

17,267

 

14,454

 

 

 

 

 

 

 

 

 

 

 

Non-operating income (expense):

 

 

 

 

 

 

 

 

 

Gain on sale of real estate

 

 

1,188

 

 

1,694

 

Gain on sale of notes receivable

 

 

 

 

496

 

Interest income

 

61

 

98

 

104

 

176

 

Interest expense

 

(861

)

(630

)

(1,768

)

(1,129

)

Other income, net

 

25

 

376

 

164

 

609

 

Total non-operating income (expense)

 

(775

)

1,032

 

(1,500

)

1,846

 

 

 

 

 

 

 

 

 

 

 

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

 

(3,854

)

(2,609

)

(10,054

)

(3,616

)

 

 

 

 

 

 

 

 

 

 

Minority interest in earnings

 

449

 

53

 

484

 

66

 

Equity in earnings of equity investees

 

 

824

 

 

748

 

 

 

 

 

 

 

 

 

 

 

Loss from continuing operations

 

(3,405

)

(1,732

)

(9,570

)

(2,802

)

 

 

 

 

 

 

 

 

 

 

Income from discontinued operations (including gain on sale of $2,492 for six months ended June 30, 2007)

 

 

69

 

2,514

 

151

 

 

 

 

 

 

 

 

 

 

 

Net loss

 

$

(3,405

)

$

(1,663

)

$

(7,056

)

$

(2,651

)

 

 

 

 

 

 

 

 

 

 

Basic loss per share from continuing operations

 

$

(0.43

)

$

(0.22

)

$

(1.20

)

$

(0.35

)

Basic earnings per share from discontinued operations

 

$

 

$

0.01

 

$

0.31

 

$

0.02

 

Basic loss per share

 

$

(0.43

)

$

(0.21

)

$

(0.89

)

$

(0.33

)

Basic weighted average shares outstanding

 

7,957,428

 

7,957,428

 

7,957,428

 

7,957,428

 

Diluted loss per share from continuing operations

 

$

(0.43

)

$

(0.22

)

$

(1.20

)

$

(0.35

)

Diluted earnings per share from discontinued operations

 

$

 

$

0.01

 

$

0.31

 

$

0.02

 

Diluted loss per share

 

$

(0.43

)

$

(0.21

)

$

(0.89

)

$

(0.33

)

Diluted weighted average shares outstanding

 

7,957,428

 

7,957,428

 

7,957,428

 

7,957,428

 

 

 

 

 

 

 

 

 

 

 

Dividends declared per share

 

$

 

$

 

$

 

$

0.13