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| HRG GROUP, INC. filed this Form 8-K on 08/09/2016 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 9, 2016 HRG GROUP, INC. (Exact name of registrant as specified in its charter)
Registrant's telephone number, including area code: (212) 906-8555 Former name or former address, if changed since last report. Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
The following information, including the Exhibits referenced in this Item 2.02, to the extent the Exhibits discusses financial results of HRG Group, Inc. (the “Company”), are being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall they be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing. On August 9, 2016, the Company issued a press release (the “Press Release”) discussing, among other things, its financial results for its quarterly period ended June 30, 2016. A copy of the Press Release is furnished as Exhibit 99.1 to this Report. As previously announced, the Company will host a conference call on August 9, 2016 to discuss its financial results for its quarterly period ended June 30, 2016. A copy of the presentation (the "Company Presentation") to be used during the conference call is attached hereto as Exhibit 99.2 to this Report.
(a) Not applicable. (b) Not applicable. (c) Not applicable. (d) Exhibits
SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Dated: August 9, 2016
NEW YORK - August 9, 2016 -- HRG Group, Inc. (“HRG” or the “Company”; NYSE: HRG), a diversified holding company focused on owning businesses that it believes can, in the long term, generate sustainable free cash flow or attractive returns on investment, today announced its consolidated results for the third quarter of Fiscal 2016 ended on June 30, 2016 (the “Fiscal 2016 Quarter”). The results include HRG's four segments:
“HRG reported very strong results this quarter, including the second consecutive quarter of a double digit increase in revenue and a substantial
increase in consolidated operating income, which, over the first nine months of this year, has increased almost $830 million as compared to the first nine months of Fiscal 2015,” said Omar Asali, President and Chief Executive Officer of HRG. “Spectrum Brands reported record third quarter results, with a 9.1% increase in reported net sales, 3.7% growth in organic, currency-consistent sales and an 18.2% increase in Adjusted EBITDA, and we continue to anticipate record levels of annual revenue, Adjusted EBITDA and free cash flow from Spectrum in Fiscal 2016,” continued Asali. “In the Energy segment, our recent agreement to sell Compass to a third party eliminates our exposure to the volatility of commodity prices in a transaction that we expect to close before the end of the fiscal year, while over in Asset Management, we continue to simplify its structure and substantially reduce the amount of the receivables outstanding in the Salus loan portfolio. "With respect to the FGL merger with Anbang, we continue to work closely with Anbang and are engaged with the regulators to secure the required approvals to complete the transaction. Closing this transaction continues to be a priority and we remain committed to closing once the regulatory approval process concludes." Important Note Regarding the Presentation of our Insurance Segment: On November 8, 2015, Fidelity & Guaranty Life (“FGL”; NYSE: FGL) and Anbang Insurance Group Co., Ltd. and certain of its subsidiaries ("Anbang") entered into a definitive merger agreement pursuant to which Anbang, subject to satisfaction of applicable closing conditions, will acquire FGL for $26.80 per share in cash. The Company owns 47 million shares in FGL, representing an approximately 80.4% interest as of June 30, 2016. As a result of this agreement, the Company's investment in FGL has been classified as held for sale on the balance sheet and FGL's operations have been classified as discontinued operations. Results for all periods have been reclassified accordingly. FGL's results were previously reflected in the Insurance segment; however, all segment information has been adjusted to exclude FGL's results from this segment. Accordingly, the commentary for the Insurance segment in this release no longer reflects the performance of FGL in either the current or prior year quarters. Third Quarter Fiscal 2016 Consolidated Highlights:
1
Additional Items: Non-Cash Impairments and Bad Debt Expense Insurance and Asset Management During the Fiscal 2016 Quarter, the Company received a partial repayment of an aggregate $65.1 million on the previously reported loan Salus made to RadioShack Corporation. Of this amount, $21.7 million relates to FGL's participation in the loan and is reflected in discontinued operations, and the balance is reflected in the Asset Management and Insurance segments. As a result of this higher than expected recovery rate, the repayment triggered a reversal of $18.0 million in previously recorded allowance for bad debt (which does not include $9.0 million reflected in discontinued operations for FGL's participation in the loan) in the Fiscal 2016 Quarter, and the Asset Management segment recorded a benefit of $0.9 million in net impairments and bad-debt expense in the Fiscal 2016 Quarter. Energy Pursuant to SEC reporting requirements, Compass performed a ceiling test at the end of the quarter utilizing the simple average first day of the month spot prices for the trailing twelve month period for proved reserves, which may not be indicative of actual market values or forward strip prices for those reserves. As a result of this test, Compass recorded a non-cash impairment of $17.6 million to its proved oil and natural gas properties during the quarter, due primarily to the ongoing decline in oil and natural gas prices. This impairment is reflected in the operating income of the Energy segment for the Fiscal 2016 Quarter, and, if oil and gas prices do not increase and the Compass sale transaction, as described below, is not completed, additional non-cash impairments to Compass' 2 properties may be required in Fiscal 2016. In the Fiscal 2015 Quarter, Compass recorded $102.8 million of impairments. Discontinued Operations During the Fiscal 2016 Quarter, the Company recorded a $208.4 million loss from discontinued operations, driven primarily by a write-down of the asset held for sale to its fair value less cost to sell, in accordance with US GAAP. Compass Sale On July 1, 2016, the Company, through its wholly-owned subsidiary, HGI Energy Holdings, LLC ("HGI Energy"), entered into an agreement to sell its equity interest in Compass to a third party for $145.0 million in cash, subject to customary closing adjustments. The purchase price will be reduced at closing by the balance of Compass' credit facility outstanding at close. As of June 30, 2016, the Compass credit facility had $125.0 million outstanding. The closing, which is subject to the satisfaction of customary closing conditions, is expected during the quarter ending September 30, 2016. As the agreement was signed on July 1, 2016, following the close of the Fiscal 2016 Quarter, the transaction had no impact on the Company's results for the current period. The Company expects to report Compass as discontinued operations in the fourth quarter. Detail on Third Quarter Segment Results: Consumer Products: Note: Organic net sales, as described below, is a non-U.S. GAAP measure defined as net sales excluding the effect of changes in foreign currency exchange rates and impact from acquisitions. Adjusted EBITDA-Consumer Products, as described below, is a non-U.S. GAAP measure that excludes interest, income tax expense, certain purchase accounting fair value adjustments, restructuring and related charges, acquisition and integration related charges, depreciation and amortization expenses and stock-based compensation. See "Non-U.S. GAAP Measures" and the reconciliation of Reported Net Sales to Organic Net Sales and Adjusted EBITDA-Consumer Products to the Consumer Product segment's net income or loss in the tables accompanying this release. Consumer Products reported consolidated net sales of $1,361.6 million for the Fiscal 2016 Quarter, an increase of $114.1 million, or 9.1%, as compared to the $1,247.5 million reported in the Fiscal 2015 Quarter. The increase was due primarily to the impact of the newly acquired global auto care business as well as organic growth in certain product categories, including record third quarter results in both hardware and home improvement as well as in home and garden products. These increases more than offset the negative impact of $15.8 million from unfavorable foreign exchange. Excluding the net impact of foreign exchange, sales increased $129.9 million, or 10.4%, as compared to the Fiscal 2015 Quarter. Excluding the impacts of both foreign exchange and $84.1 million in revenue from businesses acquired in Fiscal 2015, Consumer Products revenue increased $45.7 million, or 3.7%, on an organic basis over the Fiscal 2015 Quarter, with higher currency-consistent sales in all product categories as compared to Fiscal 2015 except small appliances, which declined due to softer North American category performance, and pet supplies, which declined due to unfavorable weather in Europe and the planned exit of certain low-margin business in North America. Gross profit, representing net Consumer Products sales minus Consumer Products cost of goods sold, increased $72.7 million, or 15.9%, to $530.7 million in the Fiscal 2016 Quarter. The increase was driven by the same factors that affected revenue, as well as a shift toward higher margin products. Gross profit margin, representing gross profit as a percentage of Consumer Products net sales, was 39.0% in the Fiscal 2016 Quarter, an increase of 230 basis points over the Fiscal 2015 Quarter. Operating income increased $71.1 million, or 52%, to $206.8 million in the Fiscal 2016 Quarter, as compared to $135.7 million in the Fiscal 2015 Quarter, due primarily to higher profitability in the acquired global auto care business. Consumer Products adjusted earnings before interest, taxes, depreciation and amortization (“Adjusted EBITDA-Consumer Products”) was $279.2 million for the Fiscal 2016 Quarter, as compared to $236.3 million for the Fiscal 2015 Quarter, an increase of $42.9 million, or 18.2%. 3 After the close of the Fiscal 2016 Quarter, on July 26, 2016, Spectrum Brands announced that its Board of Directors declared a quarterly dividend of $0.38 per share on Spectrum Brands’ common stock. This is a 15.2% increase in the quarterly dividend declared as compared to the $0.33 quarterly dividend paid per share in connection with the comparable period in Fiscal 2015. Over the past three years, the quarterly dividend Spectrum Brands has paid to its common stockholders has increased 52%. For more information on HRG's Consumer Products segment, interested parties should read Spectrum Brands' announcements and public filings with the Securities and Exchange Commission, including Spectrum Brands' most recent quarterly earnings announcement, which may be accessed at www.spectrumbrands.com. Insurance: Insurance segment revenues of $70.2 million in the Fiscal 2016 Quarter increased $138.2 million from a $68.0 million loss recorded in the Fiscal 2015 Quarter. The increase was due primarily to an increase in the fair value of the underlying securities included in the funds withheld receivables, as well as a lesser impact in the current period from credit impairment losses. This increase in fair value was driven by decreasing risk-free interest rates and tightening credit spreads during the quarter, which resulted in higher valuations of the fixed maturity securities in Front Street's funds withheld receivables. The operating income of $3.6 million for the Fiscal 2016 Quarter reflected an improvement of $32.2 million from the operating loss of $28.6 million reported for the Fiscal 2015 Quarter. The improvement was due primarily to the absence in the current period of credit impairment losses that were recorded in the Fiscal 2015 Quarter. Energy: Note: Adjusted EBITDA-Energy is a non-U.S. GAAP measure that excludes interest expense, depreciation, amortization and depletion, accretion of discount on asset retirement obligations, non-cash write-downs of assets, gain on remeasurement of investment to fair value, gain on sale of oil and gas properties, non-recurring other operating items, non-cash changes in the fair value of derivatives, cash settlements on derivative financial instruments and stock-based compensation - see “Non-U.S. GAAP Measures” and a reconciliation of Adjusted EBITDA-Energy to the Energy segment's operating income in the tables accompanying this release. Oil and natural gas revenues of $9.7 million for the Fiscal 2016 Quarter reflected a decrease of $14.6 million, or 60.1%, from the $24.3 million of revenues reported in the Fiscal 2015 Quarter. The decline was due primarily to lower prices for oil, natural gas and natural gas liquids, as the average sales price per barrel for oil and natural gas declined by 21% and 30%, respectively, in Fiscal 2016 as compared to Fiscal 2015 Quarter. Revenue was further affected by natural declines in production as well as Compass' disposition of its Holly, Waskom and Danville assets as of December 1, 2015. Operating loss for the Fiscal 2016 Quarter was $22.0 million, an improvement of $92.3 million from the operating loss of $114.3 million recorded in the Fiscal 2015 Quarter. The improvement was due primarily to a lesser amount of ceiling test impairment in the current quarter as discussed in the "Additional Items" section. Excluding impairments, the operating loss of $4.4 million in the Fiscal 2016 Quarter compared to an operating loss of $11.5 million in the Fiscal 2015 Quarter, with the improvement due primarily to a 63% reduction in selling, acquisition, operating and general expenses. Energy segment adjusted earnings before interest, taxes, depreciation and amortization ("Adjusted EBITDA-Energy") was $0.7 million for the Fiscal 2016 Quarter, a decrease of $5.1 million from the $5.8 million of income recorded in the Fiscal 2015 Quarter due primarily to the impact of the lower oil and natural gas prices. For the Fiscal 2016 Quarter, the Energy segment's production was 63 Mbbl of oil, 90 Mbbl of natural gas liquids and 3,215 Mmcf of natural gas. In the current period, average daily production at Compass was 45 Mmcfe as compared to 87 Mmcfe in the Fiscal 2015 Quarter, with the decrease due primarily to Compass' disposition of its Holly, Waskom and Danville assets as of December 1, 2015, as well as the impact of natural production declines. Asset Management: The Asset Management segment reported revenues of $1.2 million for the Fiscal 2016 Quarter, a decrease of $6.0 million, or 83.3%, from the $7.2 million reported in the Fiscal 2015 Quarter. The decrease was due primarily to a lower amount of interest income generated at Salus, which is in the process of winding down its operations and 4 maximizing the recovery of capital from its existing loan portfolio. As of June 30, 2016, Salus, together with its affiliated co-lender Front Street Re, had $48.2 million of loans outstanding, net of allowance for credit losses of $33.8 million. This compares to $226.7 million of loans outstanding, net of allowance for credit losses of $47.9 million, as of September 30, 2015. The portfolio balances reflected here do not include amounts due to FGL for its direct participations in loans originated by Salus, as those amounts are reflected in discontinued operations. The Asset Management segment reported an operating loss of $1.7 million for the Fiscal 2016 Quarter, an improvement of $12.5 million as compared to the operating loss of $14.2 million reported in the Fiscal 2015 Quarter. The reduction in the operating loss was due primarily to a lower amount of impairments and bad debt expense in the current period, as described in the Additional Items section. Excluding the impact of impairments and bad debt expense from both periods, operating loss of $2.6 million in the Fiscal 2016 Quarter improved $2.0 million from the Fiscal 2015 Quarter, due primarily to a reduction in operating expenses at Salus. Conference Call HRG Group, Inc. will host a live conference call to discuss its results on Tuesday, August 9, 2016 at 10:00 a.m. Eastern Daylight Time. To join the event, participants may call 1.844.856.8663 (U.S. callers) or 1.779.232.4737 (international callers), using conference ID number 79310350. Alternatively, a live webcast of the conference call can be accessed by interested parties through the Investor Relations section of the HRG Website, www.HRGgroup.com. For those unable to listen to the live broadcast of the conference call, a telephonic replay of the call will be available through midnight August 11, 2016 by dialing 1.855.859.2056 (U.S. callers) or 1.404.537.3406 (international callers), ID number 79310350. A replay will also be available on the Company's website. About HRG Group, Inc. HRG Group, Inc. is a diversified holding company focused on owning businesses that the Company believes can, in the longer term, generate sustainable free cash flow or attractive returns on investment. The Company's principal operations are conducted through businesses that: offer branded consumer products (such as consumer batteries, residential locksets, residential builders' hardware, faucets, shaving and grooming products, personal care products, small household appliances, specialty pet supplies, lawn, garden and home pest control products, personal insect repellents, and auto care products); offer life insurance and annuity products; provide asset-backed loans; and own energy assets. HRG is headquartered in New York and traded on the New York Stock Exchange under the symbol HRG. For more information on HRG, visit: www.HRGgroup.com. Forward Looking Statements “Safe Harbor” Statement Under the Private Securities Litigation Reform Act of 1995: This document contains, and certain oral statements made by our representatives from time to time may contain, forward-looking statements, including those statements regarding the completion of the merger between FGL and Anbang, the Company's use of proceeds from the FGL merger, the completion of the sale of Compass, the use of proceeds from the sale of Compass, any expected or anticipated benefits from the merger between FGL and Anbang and/or the sale of Compass, expected dividends from our subsidiaries, our or our subsidiaries' capital needs and potential acquisitions, dispositions or other transactions by us or our subsidiaries, and expectations with respect to foreign exchange rates and commodity prices. Generally, forward-looking statements include information concerning possible or assumed future distributions from subsidiaries, other actions, events, results, strategies and expectations and are identifiable by use of the words "believes," "expects," "intends," "anticipates," "plans," "seeks," "estimates," "projects," "may," "will," "could," "might," or "continues" or similar expressions. Such forward-looking statements are subject to risks and uncertainties that could cause actual results, events and developments to differ materially from those set forth in or implied by such statements. These statements are based on the beliefs and assumptions of HRG's management and the management of HRG's subsidiaries (including target businesses). Factors that could cause actual results, events and developments to differ include, without limitation: the ability of HRG's subsidiaries to close previously announced transactions; the ability of HRG's subsidiaries to generate sufficient net income and cash flows to make upstream cash distributions; the decision of HRG subsidiaries' boards to make upstream cash distributions, which is subject to numerous factors such as restrictions contained in applicable financing agreements, state and regulatory restrictions and other relevant considerations as determined by the applicable board; HRG's liquidity, which may be impacted by a variety of factors, 5 including the capital needs of HRG's current and future subsidiaries; capital market conditions; commodity market conditions; foreign exchange rates; HRG's and its subsidiaries' ability to identify, pursue or complete any suitable future acquisition or disposition opportunities, including realizing such transaction's expected benefits, efficiencies/cost avoidance or savings, income and margins, growth, economies of scale, streamlined/combined operations, economic performance and conditions to, and the timetable for, completing applicable financial reporting requirements; litigation; potential and contingent liabilities; management's plans; changes in regulations; taxes; and the risks that may affect the performance of the operating subsidiaries of HRG and those factors listed under the caption "Risk Factors" in HRG's most recent Annual Report on Form 10-K and subsequent Quarterly Reports on Form 10-Q, filed with the Securities and Exchange Commission. All forward-looking statements described herein are qualified by these cautionary statements and there can be no assurance that the actual results, events or developments referenced herein will occur or be realized. Neither HRG nor any of its affiliates undertake any obligation to update or revise forward-looking statements to reflect changed assumptions, the occurrence of unanticipated events or changes to future operation results, except as required by law. Non-U.S. GAAP Measures Management believes that certain non-U.S. GAAP financial measures may be useful in certain instances to provide additional meaningful comparisons between current results and results in prior operating periods. Reconciliations of such measures to the most comparable U.S. GAAP measures are included herein. Adjusted EBITDA is a non-GAAP financial measure used in our Consumer Products (“Adjusted EBITDA - Consumer Products”) and Energy (“Adjusted EBITDA - Energy”) segments and one of the measures used for determining Spectrum Brands and Compass’ debt covenant compliance. Earnings before interest, taxes, depreciation and amortization (“EBITDA”) represent net income adjusted to exclude interest expense, income taxes and depreciation, depletion and amortization. Adjusted EBITDA excludes certain items that are unusual in nature or not comparable from period to period and other non-recurring operating items, accretion of discount on asset retirement obligations, non-cash changes in the fair value of derivatives, non-cash write-downs of assets, and stock-based compensation. Adjusted EBITDA is a metric used by management and frequently used by the financial community and provides insight into an organization's operating trends and facilitates comparisons between peer companies, since interest, taxes, depreciation and amortization can differ greatly between organizations as a result of differing capital structures and tax strategies. Adjusted EBITDA can also be a useful measure of a company’s ability to service debt. Computations of EBITDA and Adjusted EBITDA may differ from computations of similarly titled measures of other companies due to differences in the inclusion or exclusion of items in our computations as compared to those of others. While management believes that non-U.S. GAAP measurements are useful supplemental information, such adjusted results are not intended to replace U.S. GAAP financial results and should be read in conjunction with those U.S. GAAP results. Our Consumer Products segment results contain financial information regarding organic net sales, which we define as net sales excluding the effect of changes in foreign currency exchange rates and impact from acquisitions. We believe this non-GAAP measure provides useful information to investors because it reflects operating performance from our Consumer Products segment’s activities without the effect of changes in currency exchange rate and/or acquisitions. The Consumer Products segment uses organic net sales as one measure to monitor and evaluate their regional and segment performance. Organic growth is calculated by comparing organic net sales to net sales in the prior year. The effect of changes in currency exchange rates is determined by translating the period’s net sales using the currency exchange rates that were in effect during the prior comparative period. Net sales are attributed to the geographic regions based on the country of destination. We exclude net sales from acquired businesses in the current year for which there are no comparable sales in the prior period. 6 For further information contact:
Source: HRG Group, Inc. (Tables Follow) 7 HRG GROUP, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS (In millions)
8 HRG GROUP, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (In millions, except per share data)
9 HRG GROUP, INC. AND SUBSIDIARIES RESULTS OF OPERATIONS BY SEGMENT (In millions)
10 HRG GROUP, INC. AND SUBSIDIARIES ADJUSTED EBITDA AND ORGANIC NET SALES RECONCILIATIONS (In millions) Adjusted EBITDA — Consumer Products The table below shows the adjustments made to the reported net income of the Consumer Products segment to calculate its Adjusted EBITDA (unaudited):
Organic Net Sales — Consumer Products The tables below represent a reconciliation of reported net sales to organic net sales, by product line for the Fiscal 2016 Quarter and compared to net sales for the Fiscal 2015 Quarter, respectively (unaudited):
11 Adjusted EBITDA — Energy The table below shows the adjustments made to the reported net income (loss) of the Energy segment to calculate its Adjusted EBITDA (unaudited):
12 August 9th, 2016
3rd Quarter
Conference Call
Private & Confidential
2
Agenda
Quarterly Overview & Operating Highlights Omar Asali, President and CEO
Questions & Answers Omar Asali, President and CEO
George Nicholson, Chief Financial Officer (NYSE: HRG)
Safe Harbor Disclaimer
3
Limitations on the Use of Information. This company overview has been prepared by HRG Group Inc. (the “Company” or “HRG”) solely for informational purposes, and not for the purpose of updating any information or forecast with respect to the
Company or any of its affiliates or any other purpose. This information is subject to change without notice and should not be relied upon for any purpose. Neither the Company nor any of its affiliates makes any representation or warranty, express or
implied, as to the accuracy or completeness of the information contained herein and no such party shall have any liability for such information. In furnishing this information and making any oral statements, neither the Company nor any of its affiliates
undertakes any obligation to provide the recipient with
access to any additional information or to update or correct such information. The information herein or in any oral statements (if any) are prepared as of the date hereof or as of such earlier dates
as presented herein; neither the delivery of this document nor any other oral statements regarding the affairs of Company or its affiliates shall create any implication that the information contained herein or the affairs of the Company or its affiliates
have not changed since the date hereof or after the dates presented herein (as applicable); that such information is correct as of any time subsequent to its date; or that such information is an indication regarding the performance of the Company or
any of its affiliates since the time of the Company’s or such affiliates latest public filings or disclosure. These materials and any related oral statements are not all-inclusive and shall not be construed as legal, tax, investment or any other advice. You
should consult your own counsel, accountant or business advisors.
Special Note Regarding Forward-Looking Statements. This document contains, and certain oral statements made by our representatives from time to time may contain, forward-looking statements, including those statements regarding the completion
of the merger between FGL and Anbang, the Company’s use of proceeds from the FGL merger, the completion of the sale of Compass, the use of proceeds from the sale of Compass, any expected or anticipated benefits from the merger between FGL
and Anbang and/or sale of Compass, expected dividends from our subsidiaries, our or our subsidiaries' capital needs and potential acquisitions, dispositions or other transactions by us or our subsidiaries, and expectations with respect to foreign
exchange rates and commodity prices. Generally, forward-looking statements include information concerning possible or assumed future distributions from subsidiaries, other actions, events, results, strategies and expectations and are identifiable by
use of the words "believes," "expects," "intends," "anticipates," "plans," "seeks," "estimates," "projects," "may," "will," "could," "might," or "continues" or similar expressions. Such forward-looking statements are subject to risks and uncertainties that could
cause actual results, events and developments to differ materially from those set forth in or implied by such statements. These statements are based on the beliefs and assumptions of HRG's management and the management of HRG's subsidiaries
(including target businesses). Factors that could cause actual results, events and developments to differ include, without limitation: the ability of HRG subsidiaries to close previously announced transactions; the ability of HRG's subsidiaries to generate
sufficient net income and cash flows to make upstream cash distributions; the decision of HRG subsidiaries' boards to make upstream cash distributions, which is subject to numerous factors such as restrictions contained in applicable financing
agreements, state and regulatory restrictions and other relevant considerations as determined by the applicable board; HRG's liquidity, which may be impacted by a variety of factors, including the capital needs of HRG's current and future subsidiaries;
capital market conditions; commodity market conditions; foreign exchange rates; HRG's and its subsidiaries' ability to identify, pursue or complete any suitable future acquisition or disposition opportunities, including realizing such transaction's
expected benefits, efficiencies/cost avoidance or savings, income and margins, growth, economies of scale, streamlined/combined operations, economic performance and conditions to, and the timetable for, completing applicable financial reporting
requirements; litigation; potential and contingent liabilities; management's plans; changes in regulations; taxes; and the risks that may affect the performance of the operating subsidiaries of HRG and those factors listed under the caption "Risk
Factors" in HRG's most recent Annual Report on Form 10-K and subsequent Quarterly Reports on Form 10-Q, filed with the Securities and Exchange Commission. All forward-looking statements described herein are qualified by these cautionary
statements and there can be no assurance that the actual results, events or developments referenced herein will occur or be realized. Neither HRG nor any of its affiliates undertake any obligation to update or revise forward-looking statements to
reflect changed assumptions, the occurrence of unanticipated events or changes to future operation results, except as required by law.
Important Note Regarding the Presentation of our Insurance Segment:. Fidelity & Guaranty Life (“FGL”; NYSE: FGL) and Anbang Insurance Group Co., Ltd. and certain of its subsidiaries ("Anbang") entered into a definitive merger agreement pursuant to
which Anbang, subject to satisfaction of applicable closing conditions, will acquire FGL for $26.80 per share in cash. The Company owns 47 million shares in FGL, representing an approximately 80.4% interest as of June 30, 2016. As a result of this
agreement, the Company's investment in FGL has been classified as held for sale on the balance sheet and FGL's operations have been classified as discontinued operations. Results for all periods have been reclassified accordingly. FGL's results
were previously reflected in the Insurance segment; however, all segment information has been adjusted to exclude FGL's results from this segment. Accordingly, the commentary for the Insurance segment in this release no longer reflects the
performance of FGL in either the current or prior year quarters.
Non-GAAP Measures. Management believes that certain non-GAAP financial measures may be useful in certain instances to provide additional meaningful comparisons between current results and results in prior operating periods. Reconciliations of
such measures to the most comparable U.S. GAAP measures are included herein. Our Consumer Products segment results contain financial information regarding organic net sales, which we define as net sales excluding the effect of changes in
foreign currency exchange rates and acquisitions. We believe this non-GAAP measure provides useful information to investors because it reflects operating performance from our Consumer Products segment’s activities without the effects of changes
in currency exchange rate and/or acquisitions. The Consumer Products segment uses organic net sales as one measure to monitor and evaluate their regional and segment performance. Organic growth is calculated by comparing organic net sales to
reported net sales in the prior year. The effect of changes in currency exchange rates is determined by translating the period’s net sales using the currency exchange rates that were in effect during the prior period. Net sales are attributed to the
geographic regions based on the country of destination. We exclude net sales from acquired businesses in the current year for which there are no comparable sales in the prior period. Adjusted EBITDA is a non-GAAP financial measure used in our
Consumer Products (“Adjusted EBITDA - Consumer Products”) and Energy (“Adjusted EBITDA - Energy”) segments and one of the measures used for determining Spectrum Brands and Compass’ debt covenant compliance. “Insurance AOI” is a non-GAAP
financial measure frequently used throughout the insurance industry and is an economic measure the Insurance segment uses to evaluate financial performance each period. FGL’s adjusted operating income (“AOI”) is calculated by adjusting net
income to eliminate (i) the impact of net investment gains including other-than-temporary impairment ("OTTI") losses recognized in operations, but excluding gains and losses on derivatives hedging our indexed annuity policies, (ii) the effect of changes
in the interest rates used to discount the FIA embedded derivative liability, (iii) the effect of change in fair value of reinsurance related embedded derivative, and (iv) the effect of class action litigation reserves. All adjustments to AOI are net of the
corresponding VOBA, DAC and income tax impact (using an effective tax rate of 35%) related to these adjustments as appropriate. Earnings before interest, taxes, depreciation and amortization (“EBITDA”) represent net income adjusted to exclude
interest expense, income taxes and depreciation, depletion and amortization. Adjusted EBITDA excludes certain items that are unusual in nature or not comparable from period to period and other non-recurring operating items, accretion of discount on
asset retirement obligations, non-cash changes in the fair value of derivatives, gain on sale of oil and gas properties, non-cash write-downs of assets, and stock-based compensation. Adjusted EBITDA is a metric used by management and frequently
used by the financial community and provides insight into an organization's operating trends and facilitates comparisons between peer companies, since interest, taxes, depreciation and amortization can differ greatly between organizations as a result
of differing capital structures and tax strategies. Adjusted EBITDA can also be a useful measure of a company’s ability to service debt. Computations of EBITDA and Adjusted EBITDA may differ from computations of similarly titled measures of other
companies due to differences in the inclusion or exclusion of items in our computations as compared to those of others. Our Consumer Products segment results contain financial information regarding organic net sales, which we define as net sales
excluding the effect of changes in foreign currency exchange rates and impact from acquisitions. We believe this non-GAAP measure provides useful information to investors because it reflects operating performance from our Consumer Products
segment’s activities without the effect of changes in currency exchange rate and/or acquisitions. The Consumer Products segment uses organic net sales as one measure to monitor and evaluate their regional and segment performance. Organic
growth is calculated by comparing organic net sales to net sales in the prior year. The effect of changes in currency exchange rates is determined by translating the period’s net sales using the currency exchange rates that were in effect during the prior
comparative period. Net sales are attributed to the geographic regions based on the country of destination. We exclude net sales from acquired businesses in the current year for which there are no comparable sales in the prior period. We believe this
measure assists in understanding the trends in our business. While management believes that non-U.S. GAAP measurements are useful supplemental information, such adjusted results are not intended to replace U.S. GAAP financial results and
should be read in conjunction with those U.S. GAAP results.
By accepting this document, each recipient agrees to and acknowledges the foregoing terms and conditions.
Quarterly Overview
& Operating
Highlights
Omar Asali
Private & Confidential
HRG State of the Business
5
Consumer
Products
Asset Management Energy Other
Insurance &
Reinsurance
Record third
quarter results
overall and for the
Home and Garden
and HHI segments
Strong organic
topline growth
continues
F/X headwinds
moderating
Record fiscal year
expected for
revenue, Adjusted
EBITDA, cash flow
1. Reflects the aggregate principal amount of debt outstanding at HRG as of June 30, 2016, excluding issuance discounts, and does not give effect to debt held by the subsidiaries. 2. As of June 30, 2016; includes $26.2 billion of
assets held for sale related to Fidelity & Guaranty Life. 3. As of June 30, 2016, corporate cash, cash equivalents and investments held at HRG.
Debt1: $1.75BN
Consolidated Assets2: ~$35.8BN
Cash and Investments3: $210.3MM
Continuing to
progress with
closing FGL’s
transaction with
Anbang
We continue to work
closely with Anbang
and are engaged
with the regulators
The parties are
committed to
obtaining the
applicable
regulatory approvals
In July, reached
agreement to sell
our interest in
Compass
Transaction
proceeds are
greater than the
outstanding credit
facility balance,
eliminating HRG’s
guarantee
Sells all of our
interests in oil &
gas businesses
Wind down of Salus
nearly complete:
ABL receivable
nearly 80% lower
since start of fiscal
year
Operations of
Energy &
Infrastructure
Capital wound
down during the
quarter
As previously
disclosed, following
the close of the
FGL transaction,
we will inform the
market about the
use of proceeds
We remain
committed to
pursuing strategies
that maximize
shareholder value
Spectrum continues to
deliver strong growth
through product and
geography expansion,
and smart M&A
6
Consumer Products
Record third quarter financial performance at Spectrum
—Broad-based growth, reflecting contributions from nearly all businesses
9.1% reported revenue growth, despite ongoing F/X headwinds
—3.7% currency-consistent organic revenue growth
—Record results in Home and Garden and Hardware and Home Improvement
18.2% increase in Adjusted EBITDA to $279.2 million
—20.5% Adjusted EBITDA margin, up 160 basis points from 3Q15
—39.0% gross profit margins, up 230 basis points from 3Q15
Continue to expect 7th consecutive year of record financial performance in 2016
—Sales expected to increase in high-single digit range (including acquisitions, partially
offset by negative F/X)
—Reduction of ½ turn in leverage as compared to the start of the fiscal year
—Growth in free cash flow in Fiscal 2016 to between $505-$515 million
We believe Spectrum remains significantly undervalued relative to its Consumer Products
peer group
7
Insurance Segment
Our reported Insurance
segment only reflects
the results of Front
Street, our reinsurance
business
Our discontinued
operation, Fidelity &
Guaranty Life, reported
very solid 3rd quarter
results
Insurance segment:
—At Front Street, net book value increased to more than $97 million
FGL business:
—Management team continues to maintain its focus on executing the business strategy
—Adjusted operating income at FGL nearly doubled as compared to 3Q15
—Average assets under management at FGL increased more than 5% to $18.9 billion
—FGL’s investment portfolio continues to perform very well, with across-the-board
increases:
—Average earned yield increased 28 basis points from 3Q15 to 5.01%
—Net investment income of $236 million, up 11% from 3Q15
—Net investment spreads across all product lines increased 47 basis points from
3Q15
—Average NAIC rating remains approximately 1.5
—FGL’s GAAP book value, excluding AOCI, increased nearly 7% to $1.48 billion from
3Q15
Our Energy Segment is
comprised of long-
lived, lower-decline rate
and lower geologic risk
conventional oil and
gas assets
8
Energy Segment
Quarterly results reflect both ongoing commodity price declines as well as the impact of
previously-announced asset sales:
—Revenue declined 60% from 3Q15 to $9.7 million
—Compass has remained profitable on an Adjusted EBITDA basis in both the quarter and
year-to-date
Agreement reached after the close of the quarter to sell our equity interest in Compass
for an amount greater than its book value
—This transaction is expected to close in the current quarter
Our focus in Asset
Management is
mitigating risk to
protect book value
9
Asset Management
Unwind of asset-based loan portfolio continues
—No new loan originations in more than a year
—Outstanding receivable down nearly 80% since the start of this Fiscal year
—Amounts outstanding declining due primarily to capital recovery; no major loans remain
on the books
Received substantial payment on RadioShack loan this quarter of $65.1 million, with an
additional $7.5 million expected
—Better-than-expected recovery
—Reverses a portion of previously recognized impairment
Significant reductions to segment G&A continue
Completed wind-down of Energy & Infrastructure operations during the quarter
Private & Confidential
3Q 2016 Sum of the Parts Valuation (Dilutive) without AOCI
10
As of the close of the
third quarter, the
estimated net value of
our assets and
liabilities was $17.09
per share of diluted
common stock, an
increase of 7.0% from
our March 31st value,
and an increase of
21.5% from the start of
Fiscal 2016.
SUM OF THE PARTS VALUATION – ESTIMATED VALUE VS. COMMON STOCK PRICE ($)
$16.21
$5.83
-$0.67
$3.91
-$0.28
$1.04 -$8.95
$17.09
$13.73
Difference of $3.36
or a 19.7% Discount
Spectrum
Brands1
Insurance
Segment2
Total
Estimated
Value8
June 30th
Common Stock
Price9
HGI
Funding
LLC4
HGI Asset
Mgmt
Holdings
LLC5
Cash6 Debt &
Other
Liabilities7
HGI
Energy
Holdings
LLC3
1. The valuation of HRG’s interest in Spectrum Brands (NYSE: SPB) is based on the volume weighted average closing price (“VWAP”) of SPB shares for the 20 day trading period of
$117.22 through June 30, 2016 multiplied by the 27,756,905 SPB shares owned by HRG.
2. The valuation of HRG’s interest in the insurance segment reflects the sum of the per-share-value of its interests in (i) Fidelity & Guaranty Life (NYSE: FGL) based on the VWAP of
FGL shares for the 20-day trading period of $22.85 through June 30, 2016 multiplied by the 47,000,000 shares owned by HRG (or $5.35 per share); and (ii) Front Street Re
(Holdings) Ltd., representing a net book value of $97.1 million, or $0.48 per share.
3. The valuation of HGI Energy Holdings LLC reflects its net book of value as of June 30, 2016.
4. The valuation of HGI Funding LLC reflects its net book value as of June 30, 2016 (which includes 6,582,847 SPB shares and the market value of other securities owned by HGI
Funding).
5. The valuation of HGI Asset Management Holdings LLC, reflects its net book of value as of June 30, 2016.
6. Total cash consists of cash at HRG as of June 30, 2016.
7. Debt and other liabilities includes the face value of all liabilities at HRG as of June 30, 2016, excluding deferred tax liabilities.
8. Per share amount for each of the above mentioned assets and liabilities is calculated by dividing the total valuation of such asset or liability by the 200,690,568 shares of HRG
common stock (NYSE: HRG) outstanding as of June 30, 2016, which amount does gives effect to dilution for the vesting of all outstanding restricted shares (2,066,973).
9. The closing price for HRG’s shares of common stock June 30, 2016.
Note: Book value as reflected above is not necessarily indicative of market value
Questions and
Answers
Private & Confidential
August 9th, 2016
3rd Quarter
Conference Call
Private & Confidential
Appendix
Private & Confidential
Private & Confidential
Reconciliation of Adjusted EBITDA of Consumer Products Segment to U.S.
GAAP Net Income (Unaudited)
14
RECONCILIATION OF ADJUSTED EBITDA OF CONSUMER PRODUCTS SEGMENT TO U.S. GAAP NET INCOME (UNAUDITED)
($ in Millions) 2016 2015 2016 2015
Reported net income - Consumer Products segment 102.2$ 44.9$ 268.6$ 122.8$
Add back:
Interest expense 59.9 112.9 175.8 206.5
Income tax expense 42.5 (23.8) 46.9 4.8
Depreciation and amortization, net of accelerated depreciation
Depreciation of properties 21.8 21.6 66.2 58.7
Amortization of intangibles 23.5 22.3 70.5 64.0
EBITDA - Consumer Products segment 249.9 177.9 628.0 456.8
Stock-based compensation 15.8 16.9 47.4 36.3
Restructuring and related charges 5.4 10.5 8.2 22.3
Acquisition and integration related charges 8.0 24.2 31.2 44.2
Purchase accounting inventory adjustment - 4.7 - 7.7
Other 0.1 2.1 1.1 3.9
Adjusted EBITDA - Consumer Products segment 279.2$ 236.3$ 715.9$ 571.2$
Fiscal Quarter (a) Fiscal Nine Months (b)
a. For the three months ended June 30, 2016 and June 30, 2015, respectively.
b. For the nine months ended June 30, 2016 and June 30, 2015, respectively..
Private & Confidential
Reconciliation of Reported Net Sales of Consumer Products Segment to
Organic Net Sales (Unaudited)
15
RECONCILIATION OF REPORTED NET SALES OF CONSUMER PRODUCTS SEGMENT TO ORGANIC NET SALES (UNAUDITED)
($ in Millions) Net Sales
Effects of
Change in
Currency
Net Sales, Excl.
Effect of Changes
in Currency
Effect of
Acquisitions
Organic Net
Sales
Fiscal
Quarter
2015 Net
Sales (b)
Variance in
Net Sales
($)
Variance in
Net Sales
(%)
Consumer batteries 187.2$ 3.9$ 191.1$ -$ 191.1$ 178.3$ 12.8$ 7.2%
Small appliances 151.1 5.8 156.9 - 156.9 161.3 (4.4) -2.7%
Personal care 115.8 3.1 118.9 - 118.9 119.4 (0.5) -0.4%
Global batteries & appliances 454.1 12.8 466.9 - 466.9 459.0 7.9 1.7%
Hardware & home improvement 328.5 3.3 331.8 - 331.8 313.5 18.3 5.8%
Global pet supplies 207.1 (0.7) 206.4 - 206.4 208.3 (1.9) -0.9%
Home and garden 212.0 - 212.0 - 212.0 202.3 9.7 4.8%
Global auto care 159.8 0.4 160.2 (84.1) 76.1 64.4 11.7 18.2%
Total 1,361.5$ 15.8$ 1,377.3$ (84.1)$ 1,293.2$ 1,247.5$ 45.7$ 3.7%
Fiscal Quarter 2016 (a)
a. For the three months ended June 30, 2016.
b. For the three months ended June 30, 2015..
Private & Confidential
Reconciliation of Adjusted EBITDA of Energy Segment to U.S. GAAP Net Loss
(Unaudited)
16
RECONCILIATION OF ADJUSTED EBITDA OF ENERGY SEGMENT TO U.S. GAAP NET LOSS (UNAUDITED)
($ in Millions) 2016 2015 2016 2015
Reported net income (loss) - Energy segment (28.2)$ (121.9)$ (19.7)$ (321.9)$
Interest expense 3.9 5.2 12.1 14.1
Depreciation, amortization and depletion 3.1 9.7 13.2 35.7
EBITDA - Energy segment (21.2) (107.0) 5.6 (272.1)
Accretion of discount on asset retirement obligations 0.4 0.8 1.4 2.1
Impairments and bad debt expense 17.6 102.8 93.2 439.4
Gain on sale of oil and gas properties - - (105.6) -
Gain on remeasurement of investment to fair value - - - (141.2)
Non-recurring other operating items 1.2 0.3 2.7 2.6
Gain on derivative financial instruments 2.2 2.7 (0.3) (21.3)
Cash settlements on derivative financial instruments 0.5 6.2 9.5 14.1
Stock-based compensation expense - - - 0.6
Adjusted EBITDA - Energy segment 0.7$ 5.8$ 6.5$ 24.2$
Fiscal Quarter (a) Fiscal Nine Months (b)
a. For the three months ended June 30, 2016 and June 30, 2015, respectively.
b. For the nine months ended June 30, 2016 and June 30, 2015, respectively.
Private & Confidential
Reconciliation of Adjusted Operating Income of Fidelity & Guaranty Life to
U.S. GAAP Net (Loss) Income (Unaudited)
17
RECONCILIATION OF ADJUSTED OPERATING INCOME OF FIDELITY & GUARANTY LIFE TO U.S. GAAP NET (LOSS) INCOME (UNAUDITED)
($ in Millions) 2016 2015
Reported net income - Fidelity & Guaranty Life 10$ 86$
Effect of investment (gains) losses, net of offsets 5 (35)
Effect of change in FIA embedded derivative discount rate, net of offsets 28 (33)
Effect of change in fair value of reinsurance related embedded derivative, net of offsets 26 (25)
Tax impact of adjusting items (21) 32
Adjusted operating Income - Fidelity & Guaranty Life 48$ 25$
Fiscal Quarter (a)
a. For the three months ended June 30, 2016.
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