Thursday, January 23, 2014

No. 24: Phoenix's Detailed January 2014 Filing with the SEC

On January 17, 2014, three days after Moody's Investors Service withdrew its ratings of The Phoenix Companies, Inc. (NYSE:PNX) and two operating subsidiaries (see my blog post No. 21), Phoenix filed a lengthy 8-K (material event) report with the Securities and Exchange Commission (SEC). The company reported on the restatement that caused the company to fall far behind in the filing of the parent's GAAP (generally accepted accounting principles) statements with the SEC and the subsidiaries' audited statutory statements. On the same day, the company issued a less detailed press release. The company announced
an unaudited estimated pre-tax decrease of $250 million to total stockholders' equity reported at June 30, 2012 as a result of its previously announced GAAP restatement. The decrease was primarily driven by a GAAP accounting requirement that the company record additional universal life reserves over the restatement period to cover expected losses that otherwise would have been recorded in future periods.
Phoenix said it expects to file its 10-K for 2012 with the SEC by March 31, 2014 and become a "timely SEC filer" with the filing of its 10-Q for the second quarter of 2014. The company said it is assessing its disclosure controls and procedures and internal control over financial reporting. The company said that, in its 10-K for 2012, it expects to report multiple material weaknesses in its internal controls.

Phoenix described its efforts to avoid having the New York Stock Exchange delist the company's stock. The company also described its efforts to obtain bondholder consents following violations of debt covenants caused by the delayed filings with the SEC.