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FCCG Profile (.09) Updated 3/31/2009
Order of Events Leading to This Post:
On March 30, 2010, Company filed in quick succession the following:
- 10-K period ending 12/31/2008
- 10-Q period ending 3/31/2009
- 10-Q period ending 6/30/2009
- 10-Q period ending 9/30/2009
- S-8 POS titled, “Fog Cutter Capital Group, Inc. 1998 Stock Option Plan” explained below
- 15-12G
In my experience, there is one reason for these “catch-up” filings. Something’s coming. Also, consider this: the portion of O/S not held by officers and directors, 2,329,322
Fog Cutter Capital Group Inc.
1410 SW Jefferson Street
Portland, OR 97201-2548
Phone (503) 721-6500
Fax (503) 721-6501
Incorporated in Maryland
R. Scott Stevenson, Senior VP & CFO
Kenneth Jeffery Anderson, Director
Kenneth K Kotler, Director
Donald Coleman, Director
Andrew A Wiederhorn, CEO
www.fccgi.com
info@fccgi.com
Transfer Agent
Bank of New York Mellon Corp.
101 Barclay Street
22nd Floor
New York, NY 10286
Business Overview
Fog Cutter Capital Group Inc. is primarily engaged in the operations of its Fatburger Holdings, Inc. (“Fatburger”) restaurant business. We acquired the controlling interest in Fatburger in August 2003 and currently own 82% voting control. Fatburger, “The Last Great Hamburger Stand”®, opened its first restaurant in Los Angeles in 1952. As of September 30, 2009, there were 93 Fatburger restaurants located in 14 states and in Canada, United Arab Emirates and China. 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.
We plan to open additional Fatburger restaurants throughout the United States and internationally, including Canada, China, Indonesia and the United Arab Emirates. We intend to continue to increase the number of franchised locations in the U.S. and internationally. Franchisees currently own and operate 62 of the Fatburger locations and we have agreements for approximately 100 new franchise locations. Twenty-seven restaurants are currently owned and operated by the Debtor In Possession Subsidiaries. During the bankruptcy period, we are not consolidating the operations of the Debtor In Possession Subsidiaries in our financial statements, but we are being reimbursed for certain costs supporting the operation of the Debtor In Possession Subsidiaries as approved by the Bankruptcy Court.
Many factors affect our ability to open new franchise locations and we expect that it will take several years for our current franchisees to open all of their restaurant locations. As is typical for our industry, the identification of qualified franchisees and quality locations has an impact on the rate of growth in the number of our restaurants.
In addition to our restaurant operation, we also conduct manufacturing activities and make real estate and other real estate-related investments through various controlled subsidiaries.
Fog Cutter Capital Group Inc. structures, manages and invests in a diverse range of equity, corporate debt, and real estate. The Company provides capital to businesses involved in restructuring, recapitalization, management buy-outs, and commercial real estate. Fog Cutter Capital invests where its expertise in intensive asset management, credit analysis and financial structuring can create value and provide an appropriate risk-adjusted rate of return. The Company maintains a flexible approach with respect to the nature of its investments, seeking to take advantage of opportunities as they arise or are developed.
Our operating segments are:
(i) Restaurant operations – conducted through our Fatburger subsidiary,
(ii) Manufacturing operations – conducted through our wholly owned subsidiary, DAC International (“DAC”), and
(iii) Real estate and financing operations.
From S-8 POS: DEREGISTRATION OF SECURITIES
The Registration Statement on Form S-8 (Registration No. 333-94153) (the “Registration Statement”) of Fog Cutter Capital Group, Inc., a Maryland corporation (“Fog Cutter”), pertaining to the registration of an aggregate of 3,500,000 shares of common stock, par value $0.0001 per share, of Fog Cutter issuable under the Fog Cutter Capital Group Inc. 1998 Stock Option Plan to which this Post-Effective Amendment No. 2 relates, was filed with the Securities Exchange Commission on January 6, 2000 and was amended by Post Effective Amendment No. 1 to Form S-8 filed with the Securities Exchange Commission on March 24, 2003.
In accordance with an undertaking made by Fog Cutter in the Registration Statement to remove from registration, by means of a post-effective amendment, any securities that remain unsold at the termination of the offering, Fog Cutter removes from registration all securities registered under the Registration Statement that remain unsold immediately prior to the filing of this Post-Effective Amendment No. 2.
From 10-Q period ending 9/30/2009:
Outstanding Common at March 15, 2010, 7,954,928, Authorized Common 200,000,000
Current Assets 4,321,000
Total Assets 22,334,000
Current Liabilities 32,299,000
Total Liabilities 35,771,000
Revenue 3,403,000
Net Loss 672,000
Cash and Equivalents at beginning of period 206,000
Cash and Equivalents at end of period 374,000
From 10-K period ending 12/31/2008: SECURITIES OWNERSHIP
Management Team
Andrew A. Wiederhorn has been the Chairman of the Board of Directors and Chief Executive Officer of the Company since its formation. From August 2004 to November 2005, Mr. Wiederhorn served as a director and Chief Strategy Officer during a leave of absence. Mr. Wiederhorn also serves as Treasurer and Secretary. Until August 1999, Mr. Wiederhorn was also the Chairman of the Board of Directors, Chief Executive Officer, Secretary, Treasurer and a director for Wilshire Financial Services Group Inc. (“WFSG”). In 1987, Mr. Wiederhorn founded Wilshire Credit Corporation (“WCC”), and served as the Chief Executive Officer of WCC and certain of its affiliates until August 1999. Mr. Wiederhorn received his B.S. degree in Business Administration from the University of Southern California.
Donald J. Berchtold has been a director since March 2004 and Senior Vice President of the Company since October 1999. From August 2004 to November 2005, Mr. Berchtold served as Chief Executive Officer during Mr. Wiederhorn's leave of absence. From October 1991 to October 1999, Mr. Berchtold was Senior Vice President of Wilshire Financial Services Group Inc. For over 25 years prior to that, Mr. Berchtold was active in the food services industry, and served as president of several restaurant operations. He also served a term as the president of the Restaurants of Oregon Association. Mr. Berchtold holds a BSC degree in Finance and Marketing from Santa Clara University. Mr. Berchtold has served as a member of the board of the Company’s Fatburger subsidiary since 2003.
Don H. Coleman has been a director since November 2001. He has been the Chief Operating Officer of Eagle Telephonic Inc. (“Eagle”), a designer and manufacturer of telephonic switches, since January 2000. In addition, since 1992, Mr. Coleman has been Vice President of International Communication Technologies Inc., a founder of and partner in several private telephone service provider companies in foreign countries, and a significant investor in Eagle. Mr. Coleman has also been a director of Aster Telesolutions, Inc., a privately-held telephone systems engineering company, since 2000. Mr. Coleman was a director of WFSG from 1996 until 1999, and a director of First Bank of Beverly Hills, FSB, a savings bank and subsidiary of WFSG (“FBBH”) from 1993 until 1999. Other positions held by Mr. Coleman in the past include CEO of Liquid Spring Technologies, Inc., CEO of Clarion Corporation and various positions held over fourteen years at Ford Motor Company. Mr. Coleman holds B.A. and M.B.A. degrees from Stanford University.
David Dale-Johnson He has served as the Company's Chief Investment Officer since June 2004. He was a director of the Company from November 2001 to April 2005. Prior to June 2004, he was a professor, and the Director of the Program in Real Estate, at the Marshall School of Business, University of Southern California, at which Mr. Dale-Johnson has held various teaching, researching and administrative positions since 1986. Mr. Dale-Johnson is also Director of LECG, Inc., a litigation-consulting firm for which he has served as an expert in real estate economics and finance since August 2001. Prior to August 2001, Mr. Dale-Johnson was a Senior Consultant for Economic Analysis LLC, a litigation-consulting firm. Mr. Dale-Johnson was a director of WFSG from 1996 until 1999, and a director of FBBH from 1993 until 1999. Mr. Dale-Johnson is also Chairman, a director and member of the executive committee of CCEO, Inc., a charitable organization involved in housing, rehabilitation and training of at-risk youth.
K. Kenneth Kotler has been a director since November 2001. He is an attorney and was admitted to the California bar in 1978. Mr. Kotler has been a sole practitioner since July of 1991, with a practice focusing on commercial collection matters. From 1994 to 1999, Mr. Kotler was a member of the boards of directors of First Bank of Beverly Hills ("FBBH") and Girard Savings Bank, FSB, a predecessor to FBBH.
R. Scott Stevenson has been Senior Vice President of the Company since October 1999 and was appointed Chief Financial Officer in June 2001. Mr. Stevenson was Senior Vice President for WFSG from September 1997 to October 1999. Mr. Stevenson was a director and President of Girard Savings Bank, FSB from 1991 to September 1997. From January 1986 to 1991, Mr. Stevenson was Vice President in various capacities for Girard Savings Bank including Corporate Controller, Income Property Loan Officer and Chief Financial Officer . Mr. Stevenson was a tax consultant from January 1982 to January 1986 with the international accounting firm of Touche Ross & Co. Mr. Stevenson holds BS and Masters degrees in accounting from Brigham Young University. He is a certified public accountant licensed in California and Oregon.
Kenneth J. Anderson is a founding partner of Quintile Wealth Management and has over twenty-five years of financial consulting and accounting experience. Prior to co-founding Quintile, Mr. Anderson was a Client Service Director at myCFO. Prior to joining myCFO, he was a tax partner with Arthur Andersen, LLP. During his 20 years at Arthur Andersen, Mr. Anderson was a founding board member of Arthur Andersen Financial Advisors, a wholly-owned registered investment advisor, and also served on the firm's national Compensation Planning Specialty Team as well as the Family Wealth and Private Client Services Specialty Team. He is both an attorney and a CPA and holds a BSBA in Accounting and Economics as well as a Juris Doctor degree from Valparaiso University. He was a founding member of the Advisory Board of the University of Southern California Family Business Program and sits on several boards, including Step Up On Second, Idyllwild Arts Academy, the Boy Scouts of America Western Council and the National Council for Valparaiso University School of Law.
Matt Green has been Vice President of the company since October 1999. From 1996 to 1999, Mr. Green led the expansion of WFSG into Europe, where the company established offices in London and Paris. Since the inception of Fog Cutter Capital Group Inc., Mr. Green has focused on the acquisition and management of all of the group's international assets. Prior to 1996 Mr. Green was the Vice President of International Sales and Leasing for Evergreen International Aviation. He holds a BA degree in International Business from the University of Washington.
Bankruptcy Proceedings -- On April 6, 2009, certain of our controlled subsidiaries filed voluntary petitions for relief under Chapter 11 of the United States Bankruptcy Code (the "Chapter 11 Cases") in the United States Bankruptcy Court for the Central District of California – San Fernando Valley Division (the "Bankruptcy Court"). The entities involved and the case numbers assigned to the subsidiaries (collectively, the "Debtor In Possession Subsidiaries") are as follows:
Fatburger Restaurants of California, Inc., Case No. 1:09-bk-13964-GM
Fatburger Restaurants of Nevada, Inc., Case No.1:09-bk-13965-GM
The Chapter 11 Cases are being jointly administered. Since the Chapter 11 bankruptcy filing date, the Debtor In Possession Subsidiaries have been operating their bankruptcy estates as "debtors in possession" under the jurisdiction of the Bankruptcy Court and in accordance with the applicable provisions of the Bankruptcy Code and orders of the Bankruptcy Court.
The remaining Fatburger Restaurants are not affected from these bankruptcy proceedings.
Daily:
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This post is in my opinion.
FCCG Profile (.09)
Order of Events Leading to This Post:
On March 30, 2010, Company filed in quick succession the following:
- 10-K period ending 12/31/2008
- 10-Q period ending 3/31/2009
- 10-Q period ending 6/30/2009
- 10-Q period ending 9/30/2009
- S-8 POS titled, “Fog Cutter Capital Group, Inc. 1998 Stock Option Plan” explained below
- 15-12G
In my experience, there is one reason for these “catch-up” filings. Something’s coming.
Fog Cutter Capital Group Inc.
1410 SW Jefferson Street
Portland, OR 97201-2548
Phone (503) 721-6500
Fax (503) 721-6501
Incorporated in Maryland
R. Scott Stevenson, Senior VP & CFO
Kenneth Jeffery Anderson, Director
Kenneth K Kotler, Director
Donald Coleman, Director
Andrew A Wiederhorn, CEO
www.fccgi.com
info@fccgi.com
Transfer Agent
Bank of New York Mellon Corp.
101 Barclay Street
22nd Floor
New York, NY 10286
Business Overview
Fog Cutter Capital Group Inc. is primarily engaged in the operations of its Fatburger Holdings, Inc. (“Fatburger”) restaurant business. We acquired the controlling interest in Fatburger in August 2003 and currently own 82% voting control. Fatburger, “The Last Great Hamburger Stand”®, opened its first restaurant in Los Angeles in 1952. As of September 30, 2009, there were 93 Fatburger restaurants located in 14 states and in Canada, United Arab Emirates and China. 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.
We plan to open additional Fatburger restaurants throughout the United States and internationally, including Canada, China, Indonesia and the United Arab Emirates. We intend to continue to increase the number of franchised locations in the U.S. and internationally. Franchisees currently own and operate 62 of the Fatburger locations and we have agreements for approximately 100 new franchise locations. Twenty-seven restaurants are currently owned and operated by the Debtor In Possession Subsidiaries. During the bankruptcy period, we are not consolidating the operations of the Debtor In Possession Subsidiaries in our financial statements, but we are being reimbursed for certain costs supporting the operation of the Debtor In Possession Subsidiaries as approved by the Bankruptcy Court.
Many factors affect our ability to open new franchise locations and we expect that it will take several years for our current franchisees to open all of their restaurant locations. As is typical for our industry, the identification of qualified franchisees and quality locations has an impact on the rate of growth in the number of our restaurants.
In addition to our restaurant operation, we also conduct manufacturing activities and make real estate and other real estate-related investments through various controlled subsidiaries.
Fog Cutter Capital Group Inc. structures, manages and invests in a diverse range of equity, corporate debt, and real estate. The Company provides capital to businesses involved in restructuring, recapitalization, management buy-outs, and commercial real estate. Fog Cutter Capital invests where its expertise in intensive asset management, credit analysis and financial structuring can create value and provide an appropriate risk-adjusted rate of return. The Company maintains a flexible approach with respect to the nature of its investments, seeking to take advantage of opportunities as they arise or are developed.
Our operating segments are:
(i) Restaurant operations – conducted through our Fatburger subsidiary,
(ii) Manufacturing operations – conducted through our wholly owned subsidiary, DAC International (“DAC”), and
(iii) Real estate and financing operations.
From S-8 POS: DEREGISTRATION OF SECURITIES
The Registration Statement on Form S-8 (Registration No. 333-94153) (the “Registration Statement”) of Fog Cutter Capital Group, Inc., a Maryland corporation (“Fog Cutter”), pertaining to the registration of an aggregate of 3,500,000 shares of common stock, par value $0.0001 per share, of Fog Cutter issuable under the Fog Cutter Capital Group Inc. 1998 Stock Option Plan to which this Post-Effective Amendment No. 2 relates, was filed with the Securities Exchange Commission on January 6, 2000 and was amended by Post Effective Amendment No. 1 to Form S-8 filed with the Securities Exchange Commission on March 24, 2003.
In accordance with an undertaking made by Fog Cutter in the Registration Statement to remove from registration, by means of a post-effective amendment, any securities that remain unsold at the termination of the offering, Fog Cutter removes from registration all securities registered under the Registration Statement that remain unsold immediately prior to the filing of this Post-Effective Amendment No. 2.
From 10-Q period ending 9/30/2009:
Outstanding Common at March 15, 2010, 7,954,928, Authorized Common 200,000,000
Current Assets 4,321,000
Total Assets 22,334,000
Current Liabilities 32,299,000
Total Liabilities 35,771,000
Revenue 3,403,000
Net Loss 672,000
Cash and Equivalents at beginning of period 206,000
Cash and Equivalents at end of period 374,000
Management Team
Andrew A. Wiederhorn has been the Chairman of the Board of Directors and Chief Executive Officer of the Company since its formation. From August 2004 to November 2005, Mr. Wiederhorn served as a director and Chief Strategy Officer during a leave of absence. Mr. Wiederhorn also serves as Treasurer and Secretary. Until August 1999, Mr. Wiederhorn was also the Chairman of the Board of Directors, Chief Executive Officer, Secretary, Treasurer and a director for Wilshire Financial Services Group Inc. (“WFSG”). In 1987, Mr. Wiederhorn founded Wilshire Credit Corporation (“WCC”), and served as the Chief Executive Officer of WCC and certain of its affiliates until August 1999. Mr. Wiederhorn received his B.S. degree in Business Administration from the University of Southern California.
Donald J. Berchtold has been a director since March 2004 and Senior Vice President of the Company since October 1999. From August 2004 to November 2005, Mr. Berchtold served as Chief Executive Officer during Mr. Wiederhorn's leave of absence. From October 1991 to October 1999, Mr. Berchtold was Senior Vice President of Wilshire Financial Services Group Inc. For over 25 years prior to that, Mr. Berchtold was active in the food services industry, and served as president of several restaurant operations. He also served a term as the president of the Restaurants of Oregon Association. Mr. Berchtold holds a BSC degree in Finance and Marketing from Santa Clara University. Mr. Berchtold has served as a member of the board of the Company’s Fatburger subsidiary since 2003.
Don H. Coleman has been a director since November 2001. He has been the Chief Operating Officer of Eagle Telephonic Inc. (“Eagle”), a designer and manufacturer of telephonic switches, since January 2000. In addition, since 1992, Mr. Coleman has been Vice President of International Communication Technologies Inc., a founder of and partner in several private telephone service provider companies in foreign countries, and a significant investor in Eagle. Mr. Coleman has also been a director of Aster Telesolutions, Inc., a privately-held telephone systems engineering company, since 2000. Mr. Coleman was a director of WFSG from 1996 until 1999, and a director of First Bank of Beverly Hills, FSB, a savings bank and subsidiary of WFSG (“FBBH”) from 1993 until 1999. Other positions held by Mr. Coleman in the past include CEO of Liquid Spring Technologies, Inc., CEO of Clarion Corporation and various positions held over fourteen years at Ford Motor Company. Mr. Coleman holds B.A. and M.B.A. degrees from Stanford University.
David Dale-Johnson He has served as the Company's Chief Investment Officer since June 2004. He was a director of the Company from November 2001 to April 2005. Prior to June 2004, he was a professor, and the Director of the Program in Real Estate, at the Marshall School of Business, University of Southern California, at which Mr. Dale-Johnson has held various teaching, researching and administrative positions since 1986. Mr. Dale-Johnson is also Director of LECG, Inc., a litigation-consulting firm for which he has served as an expert in real estate economics and finance since August 2001. Prior to August 2001, Mr. Dale-Johnson was a Senior Consultant for Economic Analysis LLC, a litigation-consulting firm. Mr. Dale-Johnson was a director of WFSG from 1996 until 1999, and a director of FBBH from 1993 until 1999. Mr. Dale-Johnson is also Chairman, a director and member of the executive committee of CCEO, Inc., a charitable organization involved in housing, rehabilitation and training of at-risk youth.
K. Kenneth Kotler has been a director since November 2001. He is an attorney and was admitted to the California bar in 1978. Mr. Kotler has been a sole practitioner since July of 1991, with a practice focusing on commercial collection matters. From 1994 to 1999, Mr. Kotler was a member of the boards of directors of First Bank of Beverly Hills ("FBBH") and Girard Savings Bank, FSB, a predecessor to FBBH.
R. Scott Stevenson has been Senior Vice President of the Company since October 1999 and was appointed Chief Financial Officer in June 2001. Mr. Stevenson was Senior Vice President for WFSG from September 1997 to October 1999. Mr. Stevenson was a director and President of Girard Savings Bank, FSB from 1991 to September 1997. From January 1986 to 1991, Mr. Stevenson was Vice President in various capacities for Girard Savings Bank including Corporate Controller, Income Property Loan Officer and Chief Financial Officer . Mr. Stevenson was a tax consultant from January 1982 to January 1986 with the international accounting firm of Touche Ross & Co. Mr. Stevenson holds BS and Masters degrees in accounting from Brigham Young University. He is a certified public accountant licensed in California and Oregon.
Kenneth J. Anderson is a founding partner of Quintile Wealth Management and has over twenty-five years of financial consulting and accounting experience. Prior to co-founding Quintile, Mr. Anderson was a Client Service Director at myCFO. Prior to joining myCFO, he was a tax partner with Arthur Andersen, LLP. During his 20 years at Arthur Andersen, Mr. Anderson was a founding board member of Arthur Andersen Financial Advisors, a wholly-owned registered investment advisor, and also served on the firm's national Compensation Planning Specialty Team as well as the Family Wealth and Private Client Services Specialty Team. He is both an attorney and a CPA and holds a BSBA in Accounting and Economics as well as a Juris Doctor degree from Valparaiso University. He was a founding member of the Advisory Board of the University of Southern California Family Business Program and sits on several boards, including Step Up On Second, Idyllwild Arts Academy, the Boy Scouts of America Western Council and the National Council for Valparaiso University School of Law.
Matt Green has been Vice President of the company since October 1999. From 1996 to 1999, Mr. Green led the expansion of WFSG into Europe, where the company established offices in London and Paris. Since the inception of Fog Cutter Capital Group Inc., Mr. Green has focused on the acquisition and management of all of the group's international assets. Prior to 1996 Mr. Green was the Vice President of International Sales and Leasing for Evergreen International Aviation. He holds a BA degree in International Business from the University of Washington.
Daily:
60 Min:
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This post is in my opinion.
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