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| HRG > SEC Filings for HRG > Form 8-K on 18-Mar-2013 | All Recent SEC Filings |
18-Mar-2013
Regulation FD Disclosure
In connection with a financing transaction of Fidelity & Guaranty Life Holdings, Inc. ("FGLH"), a wholly-owned subsidiary of Harbinger Group Inc. ("HGI"), the following information was provided to prospective investors:
1. The following table shows the company action risk-based capital ("RBC") level of Fidelity & Guaranty Life Insurance Company ("FGLIC"):
FIDELITY & GUARANTY LIFE
INSURANCE COMPANY
(PREDECESSOR1) FIDELITY & GUARANTY LIFE INSURANCE COMPANY (SUCCESSOR2)
AS OF AS OF AS OF AS OF AS OF AS OF
DECEMBER 31, MARCH 31, SEPTEMBER 30, DECEMBER 31, SEPTEMBER 30, DECEMBER 31,
2010 2011 2011 2011 2012 2012
(audited) (unaudited) (unaudited) (audited) (unaudited) (audited)
Company action
level RBC ratio3 350% 367% 338% 371% 355% 406%
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2. The following is FGLH's reconciliation of consolidated EBITDA to the corresponding U.S. GAAP measure, net income (in millions):
FIDELITY & GUARANTY LIFE HOLDINGS, INC.
TWELVE
PERIOD FROM FISCAL YEAR MONTHS
APRIL 6, 2011- ENDED THREE MONTHS ENDED ENDED
SEPTEMBER 30, SEPTEMBER 30, JANUARY 1, DECEMBER 30, DECEMBER 30,
2011 2012 2012 2012 2012
(unaudited) (unaudited) (unaudited) (unaudited) (unaudited)
Net Income $ 8.2 $ 286.0 $ 18.0 $ 106.0 $ 374.0
Increased (decreased)
for:
Interest to expense on
notes payable to
affiliate 15.4 23.5 6.2 5.5 22.8
Income tax (benefit)
expense (41.7 ) (145.7 ) 12.2 53.8 (104.1 )
Depreciation expenses 1.6 2.8 0.7 0.9 3.0
Amortization of
intangible assets (11.1 ) 160.7 42.1 69.5 188.1
Restructuring charges
and other non-ordinary
expense 2.5 3.3 0.4 3.0 5.9
Net unrealized (gain)
loss on certain
derivative assets and
FIA embedded
derivative liability 56.0 (1.8 ) 8.4 7.5 (2.7 )
Consolidated EBITDA4 $ 30.9 $ 328.8 $ 88.0 $ 246.2 $ 487.0
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1 Predecessor. Refers to FGLIC during its ownership by its former parent company, OM Group (UK) Limited, which sold all of the outstanding stock in FGLIC to Harbinger F&G, LLC, a wholly-owned subsidiary of HGI, in a transaction that closed April 6, 2011.
2 Successor. Refers to FGLIC during its ownership by its current parent company, FGLH, which is a wholly-owned subsidiary of HGI.
3 Company Action Level RBC Ratio. Calculated by dividing total adjusted capital by company action level RBC, which is a measure of the capital resources that an insurer holds to protect customers against adverse developments. Under relevant state law, if an insurer's company action level RBC ratio falls below 125% and has a negative trend, the insurer is required to file a plan with the regulator that, among other things, proposes corrective actions the insurer will take to address its capital situation. The RBC rules prescribe increasing levels of regulatory intervention as an insurer's RBC ratio declines.
4 Consolidated EBITDA. Consolidated EBITDA is a non-U.S. GAAP measure used in a
successor period only. FGLH presents Consolidated EBITDA as a supplemental
measure of its performance and believes it assists investors and analysts in
comparing its performance across reporting periods on a consistent basis by
excluding items that it does not believe are indicative of its core operating
performance. FGLH defines Consolidated EBITDA as consolidated net income
increased (decreased) by: (i) interest expense on notes payable to affiliate,
(ii) income tax (benefit) expense, (iii) depreciation expenses,
(iv) amortization of intangible assets, (v) restructuring charges and other
non-ordinary expense and (vi) net unrealized (gain) loss on certain
derivative assets and fixed indexed annuity embedded derivative liability.
These adjustments are itemized below. The reader is encouraged to evaluate
these adjustments and the reasons FGLH considers them appropriate for
supplemental analysis. In evaluating Consolidated EBITDA, the reader should
be aware that in the future FGLH may incur expenses that are the same as or
similar to some of the adjustments in this presentation. FGLH's presentation
of Consolidated EBITDA should not be construed as an inference that its
future results will be unaffected by unusual or non-recurring items.
20095 20105 20116 20126 20136
FGLIC Ordinary Dividend Capacity $ 67.2 $ 59.4 $ 90.2 $ 84.6 $ 90.0
FGLIC Ordinary Dividend Paid - $ 59.0 $ 40.0 $ 40.0 N/A
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5 Presents FGLIC during its ownership by its former parent company, OM Group (UK) Limited, which sold all of the outstanding stock in FGLIC to Harbinger F&G, LLC, a wholly-owned subsidiary of HGI, in a transaction that closed April 6, 2011.
6 Presents FGLIC during its ownership by its current parent company, FGLH, which is a wholly-owned subsidiary of HGI.
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