SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark one)
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended September 30, 2002
OR
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Commission File No. 0-23911
Fog Cutter Capital Group Inc.
(Exact name of registrant as specified in its charter)
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Maryland |
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52-2081138 |
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(State or other
jurisdiction of |
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(I.R.S. Employer |
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1410 SW Jefferson Street |
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(Address of principal executive offices) (Zip Code) |
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(503) 721-6500 |
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(Registrant’s telephone number, including area code) |
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Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days. Yes ý No o
APPLICABLE ONLY TO CORPORATE ISSUERS:
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.
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Class |
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Outstanding at November 1, 2002 |
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Common Stock, par value $0.0001 per share |
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9,639,760 shares |
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FOG CUTTER CAPITAL GROUP INC.
FORM 10-Q
I N D E X
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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations |
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Item 3. Quantitative and Qualitative Disclosures about Market Risk |
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2
PART I – FINANCIAL INFORMATION
ITEM 1. INTERIM FINANCIAL STATEMENTS
FOG CUTTER CAPITAL GROUP INC.
CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
(dollars in thousands, except share data)
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September
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December
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(Unaudited) |
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Assets |
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Cash and cash equivalents |
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$ |
17,733 |
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$ |
6,753 |
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Securities available for sale, at estimated fair value |
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62,624 |
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51,783 |
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Loans |
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2,156 |
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4,819 |
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Investments in real estate held for sale |
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4,426 |
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4,471 |
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Investments in WFSG |
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— |
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5,893 |
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Investment in BEP |
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6,032 |
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5,195 |
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Other assets (see Note 4) |
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9,367 |
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3,143 |
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Total assets |
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$ |
102,338 |
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$ |
82,057 |
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Liabilities and Stockholders’ Equity |
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Liabilities: |
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Borrowings |
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$ |
39,508 |
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$ |
37,966 |
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Income taxes payable |
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6,213 |
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— |
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Accounts payable and accrued liabilities |
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5,109 |
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5,292 |
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Total liabilities |
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50,830 |
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43,258 |
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Commitments and Contingencies (see Note 5) |
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Temporary Equity: |
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Common stock subject to put options |
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3,878 |
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— |
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Stockholders’ Equity: |
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Preferred stock, $.0001 par value; 25,000,000 shares authorized; no shares issued and outstanding |
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— |
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Common stock, $.0001 par value; 200,000,000 shares authorized; 11,512,100 shares issued in 2002 and 11,500,100 issued in 2001; 9,638,260 shares outstanding in 2002 and 10,507,413 in 2001 |
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167,012 |
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166,981 |
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Treasury stock; 1,873,840 common shares in 2002 and 992,687 common shares in 2001, at cost |
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(4,436 |
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(2,171 |
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Common stock subject to put options |
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(3,131 |
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Accumulated deficit |
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(120,147 |
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(128,131 |
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Recourse loans to officers to acquire stock |
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— |
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(171 |
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Accumulated other comprehensive income |
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8,332 |
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2,291 |
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Total stockholders’ equity |
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47,630 |
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38,799 |
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Total liabilities and stockholders’ equity |
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$ |
102,338 |
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$ |
82,057 |
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The accompanying notes are an integral part of these consolidated financial statements.
3
FOG CUTTER CAPITAL GROUP INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
(dollars in thousands, except share data)
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Three Months Ended |
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Nine Months Ended |
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2002 |
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2001 |
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2002 |
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2001 |
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Net interest income: |
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Loans |
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$ |
67 |
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$ |
673 |
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$ |
259 |
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$ |
2,199 |
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Securities |
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1,445 |
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1,715 |
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4,489 |
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5,865 |
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Other investments |
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156 |
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31 |
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295 |
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177 |
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Total interest income |
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1,668 |
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2,419 |
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5,043 |
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8,241 |
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Interest expense |
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578 |
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1,054 |
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1,686 |
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3,895 |
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Net interest income |
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1,090 |
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1,365 |
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3,357 |
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4,346 |
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Real estate operations: |
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Operating income |
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— |
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679 |
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1,885 |
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Operating expense |
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(9 |
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(111 |
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(39 |
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(339 |
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Interest expense |
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(27 |
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(343 |
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(83 |
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(1,046 |
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Depreciation |
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(17 |
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(133 |
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(50 |
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(400 |
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Total real estate operations |
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(53 |
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92 |
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(172 |
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100 |
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Other operating income (loss): |
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