EX-99 2 a08-9276_2ex99.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 2007 OPERATING RESULTS

 

PORTLAND, Ore. — March 31, 2008 – Fog Cutter Capital Group Inc. (OTCBB: FCCG.OB) reported a net loss of $10.2 million or $1.28 per share for the year ended December 31, 2007.  These results compare to a net loss of $10.1 million or $1.27 per share for the prior year.  The net loss for 2007 included impairment losses of $3.6 million relating to the Company’s real estate holdings in Barcelona, Spain and $2.3 million in impairment and operating losses from its Centrisoft investment.  Additionally, approximately $2.0 million of non-cash compensation expense related to stock options granted primarily in 2006 and which are charged to earnings over the vesting period under FAS 123R.

 

The Company’s Fatburger business segment continues to operate in a growth stage, which is anticipated will yield long term value.  Approximately $2.7 million of the loss for the 2007 period came from the operation of the Fatburger restaurant chain, plus $2.1 million in management fees charged by the Company to Fatburger.

 

The Company is continuing its strategy to dispose of its non-core businesses in order to focus on the Fatburger expansion. “The success of Fatburger has become the primary emphasis of our business,” explained chairman and chief executive officer Andrew A. Wiederhorn.  On February 28, 2007, the Company’s wholly owned subsidiary, Fog Cap Commercial Lending Inc., sold its mortgage brokerage unit, George Elkins Mortgage Banking Company.  The Fog Cutter affiliate owned 51% of George Elkins, and together with management, sold the entire commercial mortgage brokerage operation to a division of MuniMae for $10.4 million.

 

Subsequent to year end, the Company’s Chairman and Chief Executive Officer, Andrew Wiederhorn, repaid in full, including interest, two loans totaling $1.1 million.  Both loans were made to Mr. Wiederhorn by the Company prior to the passage of the Sarbanes-Oxley Act of 2002.

 

Fatburger Operations

 

Fatburger, “The Last Great Hamburger Stand”®, opened its first restaurant in Los Angeles in 1952.  At December 31, 2007, there were 92 Fatburger restaurants located in 14 states, Canada, and the Company’s first store in China.  Since that date, three more franchise restaurants have opened, bringing the total number of restaurants to 95.  Fatburger also caters local events with its “Fatmobile” facility.  The Company expects to open an additional 15 to 25 franchise and company owned restaurants during 2008.  Fatburger specializes 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.

 

During the third quarter of 2007, the Company opened its first Fatburger restaurant in China, located in the Venetian® Macao-Resort-Hotel.  Fatburger plans to open additional locations in China, including locations in Hong Kong, Macao, Shenzhen, Beijing and Shanghai.  Fatburger also recently signed its first franchise agreement for the United Arab Emirates.

 

Fatburger plans to open additional restaurants throughout the United States and internationally through a combination of company owned restaurants and franchised locations.  Franchisees currently own and operate 53 of the Fatburger locations and the company has agreements for 245 new franchise locations.  In 2007, Fatburger has added seven locations which include five franchise operations and two company-owned restaurants.  In addition, Fatburger purchased two locations from franchisees and one other franchise location was closed during the period.

 

For the year ended December 31, 2007, company-owned restaurant sales increased 3.9% to $29.5 million. System-wide sales

 



 

decreased less than 1.0% to $65.9, as new store openings were able to offset a challenging economic environment that put pressure on same-store sales.

 

Other Operations

 

In addition to restaurant operations through Fatburger, the Company currently conducts operations in three other business segments: (1) manufacturing activities conducted through its DAC International subsidiary; (2) real estate operations; and (3) software development and sales conducted through its Centrisoft Corporation subsidiary.

 

Manufacturing Operations

 

The Company’s manufacturing activities are conducted through DAC International, a supplier of computer controlled lathes and milling machinery for the production of eyeglass, contact, and intraocular lenses.  In the year ended December 31, 2007, DAC had sales revenues of $11.6 million and earned $1.0 million in income.

 

Real Estate Operations

 

The Company has invested, directly and indirectly, in real estate in the United States and Europe.  Significant holdings in real estate as of December 31, 2007 are as follows:

 

·                  Freestanding Retail Properties – A subsidiary of the Company owned or controlled 72 freestanding retail buildings throughout the United States through long-term leases.  The buildings were approximately 4,500 square feet and are sub-leased to a variety of tenants including convenience stores, video rental outlets, shoe stores and other small businesses.  These assets were classified as Held for Sale at December 31, 2007, and the subsidiary was subsequently sold in February 2008, although the Company retains an option to repurchase the subsidiary under certain conditions.

 

·                  Barcelona Apartments – As of December 31, 2007 the Company owned two apartment buildings through equity participating loans to special purpose Spanish corporations.  The properties consist of 33 residential and commercial 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 redevelopment.  These properties are also classified as Held for Sale.

 

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 a re-seller relationship.

 

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 on March 31, 2008.

 



 

FOG CUTTER CAPITAL GROUP INC.

CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION

(dollars in thousands, except share data)

 

 

 

December 31,

 

 

 

2007

 

2006

 

Assets

 

 

 

 

 

Current Assets:

 

 

 

 

 

Cash and cash equivalents

 

$

1,131

 

$

1,824

 

Accounts receivable

 

1,491

 

1,467

 

Notes receivable, current portion

 

566

 

464

 

Loans to senior executives

 

1,147

 

1,077

 

Inventories

 

2,505

 

2,442

 

Investments in real estate held for sale, net

 

19,658

 

22,564

 

Current assets held for sale

 

66

 

155

 

Other current assets

 

536

 

516

 

Total current assets

 

27,100

 

30,509

 

 

 

 

 

 

 

Notes receivable

 

46

 

371

 

Property, plant and equipment, net

 

10,203

 

10,576

 

Intangible assets, net

 

4,986

 

5,262

 

Goodwill

 

9,526

 

10,526

 

Other assets held for sale

 

21

 

440

 

Other assets

 

1,887

 

2,116

 

Total assets

 

$

53,769

 

$

59,800

 

 

 

 

 

 

 

Liabilities and Stockholders’ Equity

 

 

 

 

 

Liabilities:

 

 

 

 

 

Accounts payable and accrued liabilities

 

$

13,260

 

$

11,248

 

Current liabilities associated with assets held for sale

 

1,232

 

955

 

Obligations under capital leases on real estate held for sale

 

9,994

 

10,471

 

Borrowings and notes payable, current portion

 

12,914

 

13,453

 

Obligations under capital leases, current portion

 

141

 

157

 

Total current liabilities

 

37,541

 

36,284

 

 

 

 

 

 

 

Borrowings and notes payable

 

6,355

 

2,400

 

Obligations under capital leases

 

1,929

 

1,863

 

Deferred income

 

5,247

 

4,061

 

Deferred income taxes

 

––

 

4,397

 

Total liabilities

 

51,072

 

49,005

 

 

 

 

 

 

 

Commitments and contingencies

 

 

 

 

 

Minority interests in consolidated subsidiaries

 

701

 

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 December 31, 2007 and 2006; 7,954,928 shares outstanding as of December 31, 2007, and 7,957,428 as of December 31, 2007

 

170,956

 

168,965

 

Accumulated deficit

 

(156,949

)

(146,732

)

Treasury stock, 3,802,145 common shares as of December 31, 2007 and 3,799,645 common  shares as of December 31, 2006, at cost

 

(12,011

)

(12,009

)

Total stockholders’ equity

 

1,996

 

10,224

 

Total liabilities and stockholders’ equity

 

$

53,769

 

$

59,800

 

 



 

FOG CUTTER CAPITAL GROUP INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(dollars in thousands, except share data)

 

 

 

Year Ended December 31,

 

 

 

2007

 

2006

 

2005

 

Revenue:

 

 

 

 

 

 

 

Restaurant and manufacturing sales

 

$

41,355

 

$

38,252

 

$

24,832

 

Restaurant franchise and royalty fees

 

2,228

 

2,779

 

2,379

 

Real estate rental income

 

 

250

 

604

 

Total revenue

 

43,583

 

41,281

 

27,815

 

 

 

 

 

 

 

 

 

Operating costs and expenses:

 

 

 

 

 

 

 

Restaurant and manufacturing cost of sales

 

24,033

 

21,570

 

14,471

 

Real estate operating expense

 

9

 

173

 

126

 

Engineering and development

 

1,424

 

1,556

 

435

 

Depreciation and amortization

 

1,836

 

1,492

 

1,290

 

Total operating costs and expenses

 

27,302

 

24,791

 

16,322

 

 

 

 

 

 

 

 

 

General and administrative expenses:

 

 

 

 

 

 

 

Compensation and employee benefits

 

10,691

 

11,909

 

6,690

 

Professional fees

 

3,268

 

3,614

 

3,289

 

Fees paid to related parties

 

 

426

 

 

Other

 

15,888

 

15,558

 

11,496

 

Total general and administrative expenses

 

29,847

 

31,507

 

21,475

 

 

 

 

 

 

 

 

 

Non-operating income (expense):

 

 

 

 

 

 

 

Gain on sale of real estate

 

13

 

2,905

 

1,289

 

Gain on sale of notes receivable and securities

 

 

496

 

 

Interest Income

 

245

 

283

 

1,285

 

Interest expense

 

(2,741

)

(1,830

)

(887

)

Other income (expense), net

 

(2,724

)

186

 

431

 

Total non-operating income (expense)

 

(5,207

)

2,040

 

2,118

 

 

 

 

 

 

 

 

 

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

 

(18,773

)

(12,977

)

(7,864

)

 

 

 

 

 

 

 

 

Minority interest in earnings

 

878

 

109

 

 

 

 

 

 

 

 

 

 

Equity in income (loss) of equity investees

 

 

748

 

(885

)

Income tax benefit

 

4,390

 

1,249

 

 

 

 

 

 

 

 

 

 

Loss from continuing operations

 

(13,505

)

(10,871

)

(8,749

)

 

 

 

 

 

 

 

 

Income from discontinued operations

 

3,288

 

744

 

1,546

 

 

 

 

 

 

 

 

 

Net loss

 

$

(10,217

)

$

(10,127

)

$

(7,203

)

 

 

 

 

 

 

 

 

Basic loss per share from continuing operations

 

$

(1.70

)

$

(1.37

)

$

(1.09

)

Basic earnings per share from discontinued operations

 

$

0.42

 

$

0.10

 

$

0.20

 

Basic loss per share

 

$

(1.28

)

$

(1.27

)

$

(0.89

)

Basic weighted average shares outstanding

 

7,957,324

 

7,957,428

 

8,045,604

 

Diluted loss per share from continuing operations

 

$

(1.70

)

$

(1.37

)

$

(1.09

)

Diluted earnings per share from discontinued operations

 

$

0.42

 

$

0.10

 

$

0.20

 

Diluted loss per share

 

$

(1.28

)

$

(1.27

)

$

(0.89

)

Diluted weighted average shares outstanding

 

7,957,324

 

7,957,428

 

8,045,604

 

 

 

 

 

 

 

 

 

Dividends declared per share

 

$

 

$

0.13

 

$

0.52