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HRG > SEC Filings for HRG > Form 8-K on 18-Mar-2013All Recent SEC Filings

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Form 8-K for HARBINGER GROUP INC.


18-Mar-2013

Regulation FD Disclosure


Item 7.01 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%

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

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.



3. In recent calendar years, FGLIC has had the dividend capacity and paid dividends as set forth in this table (in millions):

                                         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

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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