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8-K - FORM 8-K - ELAH Holdings, Inc. | c17507e8vk.htm |
Exhibit 99.1
SIGNATURE GROUP HOLDINGS, INC. FILES COMPREHENSIVE FORM 10-K FOR FISCAL YEARS 2007-2009
COMPLETES MAJOR MILESTONE IN ONGOING EFFORT TO BECOME CURRENT IN ITS SEC REPORTING
COMPANY LAUNCHES NEW CORPORATE WEBSITE
SHERMAN OAKS, Calif.. May 17, 2011 Signature Group Holdings, Inc. (the Company or
Signature) (OTC Pink Sheets: SGGH), today announced that it has filed with the Securities and
Exchange Commission (the SEC) a comprehensive Annual Report on Form 10-K for the fiscal years
ended December 31, 2009, 2008 and 2007 and the quarterly periods of 2008 and 2009 (the
Comprehensive 10-K). This filing is the first and most significant step in the Companys ongoing
initiative to become current in its filing obligations under the Securities Exchange Act of 1934,
as amended (the Exchange Act). The Comprehensive 10-K includes in the financial statement
footnotes unaudited financial results of operations and balance sheet information as of and for the
year ended December 31, 2010. The information regarding the Companys business and financial
condition for 2010 contained in the Comprehensive 10-K is informative about the Companys new
business, but is unaudited and not complete. Complete information will be available when the
Company files its Quarterly Reports on Form 10-Q for the quarterly periods of 2010 and Annual
Report on Form 10-K for year ended December 2010, as well as the Companys Form 10-Q for the
quarter ended March 31, 2011. Based upon the progress made as of the date hereof, the Company
currently expects that it will be in a position to file the Company Periodic Reports by the end of
the second quarter of 2011, although no assurance can be given that the Company will be able to
file the Company Periodic Reports by the end of such quarter.
Signature was formerly known as Fremont General Corporation (Fremont General) which now operates
under a new management team and business model, though it continues to manage certain legacy assets
of Fremont General. The Comprehensive 10-K principally focuses on the prior business and
operations of Fremont General and its former subsidiary, Fremont Investment & Loan, and includes
audited financial statements for the fiscal years ended December 31, 2009, 2008 and 2007, and
select unaudited quarterly financial information for 2008 and 2009, none of which has been
previously filed with the SEC. Fremont General filed a voluntary petition for relief under Chapter
11 of the U.S. Bankruptcy Code in June 2008 and emerged from bankruptcy proceedings in June 2010 as
Signature Group Holdings, Inc., pursuant to a plan of reorganization confirmed by the bankruptcy
court. The Comprehensive 10-K provides an overview of the Companys new business and material
developments since the Company emerged from bankruptcy proceedings.
Craig Noell, President and Chief Executive Officer, said, Todays filing is a significant
milestone in the Companys efforts to become current in its SEC reporting. Since June 2010, the new
management team has worked hard to provide shareholders with current information about the Company
and its business and operations, and we intend to complete this process as quickly as possible.
Exhibit 99.1
Although the filing mostly focuses on the performance of the old Fremont General business, todays
report provides investors a first look at Signatures current and future business. Im pleased to
report that the newly reorganized Company is off to a good start. Were identifying new investment
opportunities and focused on putting the legacy assets to work to help support middle-market
businesses and create value for our shareholders. We look forward to communicating our progress
both on achieving full reporting compliance and on the go-forward strategy in the months ahead.
Signature will focus on special situation lending and strategic acquisitions of middle market
companies. The lending business will focus on providing senior secured and junior secured debt
financing to middle market companies. Signature may also acquire debt instruments. The Companys
strategic acquisition business will provide investment capital to invest in or acquire middle
market companies. Unlike Fremont General, the new business will not originate subprime mortgage
loans. More details about the Companys plans are included in the Comprehensive 10-K and plan of
reorganization.
Mr. Noell noted: We will evaluate transactions with a focus on structures that are designed to
produce high investment returns for shareholders relative to the underlying risks. We will manage
our assets to maximize our profit and investment returns without regard to a pre-set realization
event or holding period. We believe this strategy provides us with a considerable competitive
advantage over others in the industry who tend to use more formulaic approaches.
Signature will fund its businesses primarily with the remaining asset base from Fremont General.
After making distributions to creditors through the bankruptcy process, the Companys assets and
shareholders equity were approximately $157.8 million and $90.9 million, respectively, on June 30,
2010 and $135.5 million and $73.7 million, respectively, as of December 31, 2010. The majority of
these assets include liquid, short-term investments with the bulk of the remaining assets comprised
of residential mortgage-related assets, which will be managed to maximize recoveries and value for
shareholders, and will be redeployed into Signatures business strategy over time. In addition, the
Company maintains a very significant federal net operating loss carryforward estimated at
approximately $882.7 million at December 31, 2010.
New Corporate Website
Signature also announced today the launch of its new corporate website, which is accessible at
www.signaturegroupholdings.com. This website provides information about Signature and its
business, as well as important investor and corporate governance information. The website will be
periodically updated by the Company in an effort to provide current information about the Company
to shareholders.
The website provides access to the filings noted above, [as well as the plan of reorganization that
was confirmed by the bankrtupcy court upon the companys emergence from Chapter 11 protection and
describes the ongoing business strategy.]
Exhibit 99.1
About Signature Group Holdings, Inc.
Signature Group Holdings, Inc., formerly known as Fremont General Corporation, emerged from
bankruptcy proceedings on June 11, 2010 as Signature Group Holdings, Inc. pursuant to a plan of
reorganization confirmed by the U.S. bankruptcy court. Signature is a financial services company
that is working to become a diversified business enterprise that will seek to provide senior
secured and junior secured debt financing to middle market companies, acquire structured debt
instruments, make investments of capital to middle market companies and acquire specialized assets.
For more information about Signature, visit the corporate website at
www.signaturegroupholdings.com.
Cautionary Statements
This news release may contain forward-looking statements within the meaning of Section 27A of the
Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, and are made
pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995.
Such forward-looking statements are based upon current expectations and beliefs of the Company. The
Company does not undertake to update or revise forward-looking statements in this news release to
reflect the impact of circumstances or events that arise after the date the forward-looking
statements are made, except as required under applicable securities laws. No stock exchange or
regulatory authority has approved or disapproved of the information contained herein.