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): April 26, 2006
The Phoenix Companies, Inc.
- -------------------------------------------------------------------------------------------------------------------
(Exact Name of Registrant as Specified in Its Charter)
Delaware 1-16517 06-1599088
- ------------------- -------------------------- -------------------------
(State or Other Jurisdiction (Commission File Number) (IRS Employer
of Incorporation) Identification No.)
One American Row, Hartford, CT 06102 -5056
- -------------------------------------------------------------- --------------------
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (860) 403-5000
--------------------------
NOT APPLICABLE
-----------------------------------------------------------------------------------------
(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:
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
ITEM 2.02. RESULTS OF OPERATIONS AND FINANCIAL CONDITION
On April 26, 2006, The Phoenix Companies, Inc. issued a press release announcing its financial results for the
quarter ended March 31, 2006. This is furnished as Exhibit 99.1 hereto.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(a) Not applicable
(b) Not applicable
(c) Exhibits
The following exhibit is furnished herewith:
99.1 News release of The Phoenix Companies, Inc. dated April 26, 2006, regarding the matters described
in Item 2.02.
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 hereunto duly authorized.
THE PHOENIX COMPANIES, INC.
Date: April 26, 2006 By: /s/ Katherine P. Cody
------------------------------------------------
Name: Katherine P. Cody
Title: Senior Vice President and
Chief Accounting Officer
Exhibit 99.1
[LOGO]PHOENIX
The Phoenix Companies, Inc. N E W S R E L E A S E
One American Row
PO Box 5056
Hartford CT 06102-5056
PhoenixWealthManagement.com
Contacts:
Media Relations Investor Relations
Alice S. Ericson Peter A. Hofmann
860-403-5946 860-403-7100
alice.ericson@phoenixwm.com pnx.ir@phoenixwm.com
For Immediate Release
The Phoenix Companies, Inc. Reports First Quarter 2006 Earnings
HARTFORD, Conn., April 26, 2006 - The Phoenix Companies, Inc. (NYSE: PNX) today reported first quarter
2006 earnings.
FIRST QUARTER 2006 HIGHLIGHTS
• Net income was $1.7 million, or $0.02 per diluted share, compared with $9.4 million, or $0.09 per
share, in the 2005 first quarter.
• The company reported a total segment loss of $6.2 million, or $0.06 per diluted share, resulting from
a non-cash charge in the Asset Management segment. Total segment income in the 2005 first quarter was
$16.8 million, or $0.16 per share.
• Life and Annuity pre-tax segment income was $38.3 million, compared with $44.0 million in the 2005
first quarter.
• Asset Management reported earnings before interest, taxes, depreciation and amortization (EBITDA) of
$6.4 million, compared with $7.2 million in the 2005 first quarter, and a pre-tax segment loss of
$34.6 million, compared with a $1.7 million loss in the 2005 first quarter. The 2006 segment loss was
due primarily to a $32.5 million identified intangible asset impairment ($20.1 million, or $0.19 per
share, after tax).
Total segment income and EBITDA are non-GAAP financial measures that are presented in a manner
consistent with the way management evaluates operating results. A reconciliation of non-GAAP financial
measures to GAAP is provided in the tables at the end of this release.
The Phoenix Companies, Inc. ... 2
FIRST QUARTER 2006 RESULTS
Earnings Summary First First
(millions except per share data) Quarter Quarter
2006 2005 Change
------------- ------------ -----------
Life and Annuity Segment $38.3 $44.0 $(5.7)
Asset Management Segment (34.6) (1.7) (32.9)
Venture Capital Segment - (2.2) 2.2
Corporate and Other Segment (17.4) (16.3) (1.1)
------------- ------------ -----------
Total Segment Income (Loss), Before Income Taxes (13.7) 23.8 (37.5)
Applicable Income Taxes (Benefit) (7.5) 7.0 (14.5)
------------- ------------ -----------
Total Segment Income (Loss) (6.2) 16.8 (23.0)
Realized Investment Gains (Losses), Net 11.4 (5.9) 17.3
Restructuring Costs and Other Nonrecurring Items, Net (3.5) (1.5) (2.0)
------------- ------------ -----------
Net Income $1.7 $9.4 $(7.7)
============= ============ ===========
Earnings Per Share Summary
Total Segment Income Per Share (Loss)
Basic $(0.06) $ 0.18 $(0.24)
Diluted $(0.06) $ 0.16 $(0.22)
Net Income Per Share
Basic $ 0.02 $ 0.10 $(0.08)
Diluted $ 0.02 $ 0.09 $(0.07)
Weighted Average Shares Outstanding
Basic 103.6 94.9 8.7
Diluted 106.2 102.3 3.9
"We had a challenging quarter, with our first segment loss since 2002, but the quarter's results are
not indicative of the underlying strengths of the business or our prospects for the year. The loss was
solely attributable to a 19 cents per share non-cash impairment charge in Asset Management, while a few
large life claims and the absence of partnership gains in the quarter led to lower Life and Annuity
earnings. We do not expect these factors to recur," said Dona D. Young, chairman, president and chief
executive officer.
"Overall, our Life and Annuity franchise continues to be profitable and growing, with excellent
statutory results, strong life sales growth and an increase in sales of continuing products in annuities.
Asset Management earnings were in line with our plan, excluding the charge.
"We adjusted our ROE guidance for the charge; otherwise, our targets for the year are unchanged and
reflect interim testing for goodwill. We are also pursuing a closed block transaction, which is not
reflected in our guidance. We remain encouraged and are focused on executing our strategy as the best path
to delivering shareholder value," she said.
The Phoenix Companies, Inc. ... 3
FIRST QUARTER 2006 STATUTORY RESULTS FOR PHOENIX LIFE INSURANCE COMPANY
• Statutory surplus grew by 9 percent from the prior year's first quarter to $1.15 billion at March 31,
2006.
• Statutory net gain from operations was $16.9 million in the 2006 first quarter, compared with $16.2
million in the 2005 first quarter.
• Risk-based capital ratio continued to improve from year-end and was well in excess of 400 percent at
the end of the first quarter.
SUMMARY OF SEGMENT RESULTS
Phoenix has three segments, "Life and Annuity," "Asset Management" and "Corporate and Other." The
Corporate and Other segment includes unallocated capital, interest expense and other expenses, and certain
businesses not of sufficient scale to report independently.
In prior years, the company maintained a Venture Capital segment. In the fourth quarter of 2005, the
company secured an agreement to sell approximately three-quarters of the assets in that segment and, as a
result, eliminated the segment, effective January 1, 2006. Earnings from the remaining assets have been
allocated to the Life and Annuity segment.
Life and Annuity
First Quarter 2006 Summary First First
($ in millions) Quarter Quarter
2006 2005 Change
------------- ------------ -----------
Life Insurance Income (pre-tax) $32.6 $38.0 $(5.4)
Annuity Income (pre-tax) 5.7 6.0 (0.3)
------------- ------------ -----------
Life and Annuity Segment Income (pre-tax) $38.3 $44.0 $(5.7)
============= ============ ===========
Life Insurance Sales (Annualized + Single Premium) $110.9 $30.1 $80.8
Annuity Deposits $92.2 $92.6 $(0.4)
Annuity Net Withdrawals $(254.4) $(123.1) $(131.3)
• Life and Annuity segment income for the quarter reflects the impact of higher fee income on a growing
block, favorable life persistency, and improving profitability of in force annuity assets, offset by
lower net investment income and a small number of large claims in universal life.
• Total life sales (annualized and single premium) of $110.9 million were more than triple the sales in
the 2005 first quarter. Annualized premium of $91.9 million rose significantly from $20.8 million in
the prior year's quarter. These increases were due primarily to universal life sales.
• At $92.2 million, annuity deposits were flat from the prior year's quarter. Excluding discontinued
products, sales rose 12 percent over the same period. The rise in annuity net withdrawals was due
primarily to surrenders in these low return, discontinued products.
The Phoenix Companies, Inc. ... 4
• Life sales and annuity deposits exclude private placement deposits. Total private placement life and
annuity deposits were $11.9 million in the first quarter of 2006, compared with $501.9 million in the
prior year's first quarter. Deposits from private placement sales can vary widely because they involve
fewer, but significantly larger, cases.
Asset Management
First Quarter 2006 Summary First First
($ in millions) Quarter Quarter
2006 2005 Change
------------- ------------ ------------
Asset Management EBITDA $6.4 $7.2 $(0.8)
Asset Management Segment Loss (pre-tax) $(34.6) $(1.7) $(32.9)
Asset Management Inflows $1,557.9 $5,061.1 $(3,503.2)
Asset Management Net Flows $(1,666.3) $1,454.7 $(3,121.0)
Assets Under Management (end of period) $37,130.3 $43,224.9 $(6,094.6)
• The segment loss was due primarily to a $32.5 million ($20.1 million, after tax) impairment of
identified intangibles for Engemann Asset Management managed account assets that reflects cumulative
and expected outflows. The decline in EBITDA and the segment loss, excluding the impairment, of $2.1
million were due primarily to revenue decreases that were only partially offset by expense savings.
• Mutual fund sales rose 24 percent quarter-over-quarter, to $640.4 million from $515.3 million in the
2005 first quarter and included a $100 million closed-end fund secondary offering. Net flows in mutual
funds were positive in the quarter.
• Net outflows were driven by continued redemptions in certain equity strategies, primarily offered in
institutional products and managed accounts. The year-over-year change reflects an inflow for a $3
billion account in the 2005 first quarter.
• For the five-year period ended March 31, 2006, 56 percent of assets under management out-performed
their respective benchmarks.
• Pre-tax operating margin, before intangible amortization and the impairment, was 11.6 percent for the
quarter, consistent with the company's expectations for this point in the year.
Corporate and Other Segment
The Corporate and Other segment had a pre-tax loss of $17.4 million in the 2006 first quarter, compared
with a $16.3 million loss in the prior year's first quarter. The result reflects higher interest expense,
partially offset by higher corporate investment income and lower expenses.
The Phoenix Companies, Inc. ... 5
NET REALIZED INVESTMENT GAINS
First quarter 2006 net realized investment gains, after taxes, were $11.4 million, compared with net
realized losses of $5.9 million in the 2005 first quarter. They include:
• An after-tax realized gain of $6.5 million in the 2006 first quarter from the Lombard earnout
distribution.
• Net impairments of $0.7 million after offsets for taxes, DAC, and the policyholder dividend
obligation, compared with $2.0 million in the 2005 first quarter, reflecting improvements in the
credit quality of the portfolio. Net impairments include gross impairments of $0.9 million, compared
with $11.3 million in the 2005 first quarter.
OTHER ITEMS
• On March 31, 2006, Phoenix completed the final phase of the sale of approximately three-quarters of
its former Venture Capital segment assets. The financial impact of the transaction was recorded in
the fourth quarter of 2005.
• GAAP equity was $2.16 billion at March 31, 2006, an increase of $150.4 million from year-end 2005 due
primarily to the settlement of equity units in February. The company issued 17.4 million shares in
connection with this settlement.
2006 GUIDANCE
Phoenix has not changed its expectations for full-year total segment income other than adjusting for
the non-cash impairment charge this quarter. This adjustment brings the full-year segment ROE target to
4.1 - 4.6 percent. It does not reflect the impact of a potential transaction involving the closed
block, which the company is pursuing.
• The company continues to target double-digit growth in total life insurance sales and positive net
flows in actively sold variable annuity products.
• In Asset Management, the company expects modestly positive net flows. Achieving this will require
positive market conditions for certain structured finance products the company expects to bring to the
market.
These targets are based on a number of market assumptions and other factors, including:
• Equity returns (dividends and market appreciation) of 10 percent for the full year.
• A yield of 4.5 percent on 5-year treasury bonds by year-end.
These targets represent forward-looking statements and are subject to the risks and uncertainties
outlined at the end of this news release. Specifically, to the extent that actual interest rates or equity
returns differ from the assumptions outlined above, the company's performance could differ materially
The Phoenix Companies, Inc. ... 6
from the targeted levels. Total segment return on equity is a non-GAAP financial measure and is further
described in the tables above and in the reconciliation table at the end of this news release.
CONFERENCE CALL
The Phoenix Companies, Inc. will host a conference call today at 11 a.m. Eastern time to discuss with
the investment community Phoenix's first quarter financial results. The conference call will be broadcast
live over the Internet at www.PhoenixWealthManagement.com in the Investor Relations section. The call can
also be accessed by telephone at 973-321-1020 (conference ID #7177066). A replay of the call will be
available through May 10, 2006 by telephone at 973-341-3080 (pin code #7177066) and on Phoenix's Web site,
www.PhoenixWealthManagement.com in the Investor Relations section.
ABOUT PHOENIX
The Phoenix Companies, Inc. is a leading provider of life insurance, annuity and asset management
products for the accumulation, preservation and transfer of wealth. With a history dating to 1851, The
Phoenix Companies, Inc. has two principal operating subsidiaries, Phoenix Life Insurance Company and
Phoenix Investment Partners, Ltd. Through a variety of advisors and financial services firms, the company
provides products and services to affluent and high-net-worth individuals and to institutions. Phoenix has
corporate offices in Hartford, Connecticut.
FORWARD-LOOKING STATEMENT
This presentation may contain forward-looking statements within the meaning of the Private Securities
Litigation Reform Act of 1995 which, by their nature, are subject to risks and uncertainties. The company
intends these forward-looking statements to be covered by the safe harbor provisions of the federal
securities laws relating to forward-looking statements. These include statements relating to trends in, or
representing management's beliefs about, the company's future strategies, operations and financial results,
as well as other statements including words such as "anticipate", "believe," "plan," "estimate," "expect,"
"intend," "may," "should" and other similar expressions. Forward-looking statements are made based upon
management's current expectations and beliefs concerning trends and future developments and their potential
effects on the company. They are not guarantees of future performance. Actual results may differ materially
from those suggested by forward-looking statements as a result of risks and uncertainties which include,
among others: (i) changes in general economic conditions, including changes in interest and currency
exchange rates and the performance of financial markets; (ii) heightened competition, including with
respect to pricing, entry of new competitors and the development of new products and services by new and
existing competitors; (iii) the company's primary
The Phoenix Companies, Inc. ... 7
reliance, as a holding company, on dividends and other payments from its subsidiaries to meet debt payment
obligations, particularly since the company's insurance subsidiaries' ability to pay dividends is subject
to regulatory restrictions; (iv) regulatory, accounting or tax developments that may affect the company or
the cost of, or demand for, its products or services; (v) downgrades in the financial strength ratings of
the company's subsidiaries or in the company's credit ratings; (vi) discrepancies between actual claims or
investment experience and assumptions used in setting prices for the products of insurance subsidiaries and
establishing the liabilities of such subsidiaries for future policy benefits and claims relating to such
products; (vii) movements in the equity markets that affect the company's investment results, including
those from the fees the company earns from assets under management and the demand for the company's
variable products; (viii) the relative success and timing of implementation of the company's strategies;
(ix) the effects of closing the company's retail brokerage operations; and (x) other risks and
uncertainties described in any of the companies filings with the Securities and Exchange Commission. The
company undertakes no obligation to update or revise publicly any forward-looking statement, whether as a
result of new information, future events or otherwise.
The Phoenix Companies Inc....8
Financial Highlights
Three Months Ended March 31, 2006 and 2005
(Unaudited)
Three Months
---------------------------------
2006 2005
-------------- --------------
Income Statement Summary ($ in millions)
Revenues $ 638.3 $ 613.4
Total Segment Income (Loss) (1) (6.2) 16.8
Net Income $ 1.7 $ 9.4
- -----------------------------------------------------------
Earnings Per Share
Weighted Average Shares Outstanding (in thousands)
Basic 103,645 94,930
Diluted 106,176 102,301
============== ==============
Total Segment Income (Loss) Per Share(1)
Basic $ (0.06) $ 0.18
Diluted $ (0.06) $ 0.16
============== ==============
Net Income Per Share
Basic $ 0.02 $ 0.10
Diluted $ 0.02 $ 0.09
============== ==============
- -----------------------------------------------------------
Balance Sheet Summary March December
($ in millions, except share and per share data) 2006 2005
-------------- --------------
Invested Assets(2) $ 16,525.4 $ 16,717.2
Separate Account Assets 7,940.4 7,722.2
Total Assets 27,902.8 27,716.2
Indebtedness 740.1 751.9
Total Stockholders' Equity $ 2,157.5 $ 2,007.1
Average Equity, excluding Accumulated OCI, FIN 46-R and
Discontinued operations(3) $ 2,178.5 $ 2,028.6
Common Shares outstanding (in thousands) 112,561 95,116
-------------- --------------
Book Value Per Share $ 19.17 $ 21.10
Book Value Per Share, excluding Accumulated OCI and FIN 46-R 20.27 22.28
Third Party Assets Under Management $ 37,130.3 $ 37,422.9
(1) In addition to net income presented in accordance with Generally Accepted Accounting Principles
("GAAP"), Phoenix considers total segment income in evaluating its financial performance.
A reconciliation of these measures is provided at the end of this release. Total segment income
is an internal performance measure used by Phoenix in the management of its operations, including
its compensation plans and planning processes. Management believes that segment income provides
additional insight into the underlying trends in Phoenix's operations.
Total segment income represents income from continuing operations (which is a GAAP measure)
before realized investment gains and losses and certain other items.
* Net realized investment gains and losses are excluded from total segment income because their
size and timing are frequently subject to our discretion.
* Certain other items are excluded from total segment income because we believe they are (i)
not indicative of overall operating trends; and (ii) infrequent and material and result from
a business restructuring, a change in regulatory requirements, or other unusual circumstances.
Because certain of these items are excluded based on our discretion and involve judgments by
management, inconsistencies in their determination may exist and total segment income may differ
from similarly titled measures of other companies.
(2) Invested assets equals total investments plus cash and equivalents less debt and equity
securities pledged as collateral.
(3) This average equity is used for the calculation of segment return on equity and represents the
average of the monthly average of equity, excluding Accumulated OCI, the effects of FIN 46-R and
the equity of discontinued operations.
-more-
The Phoenix Companies Inc....9
Consolidated Balance Sheet
March 31, 2006 (Preliminary) and December 31, 2005
(in millions, except share data)
2006 2005
-------------- --------------
ASSETS:
Available-for-sale debt securities, at fair value $ 13,153.2 $ 13,404.6
Available-for-sale equity securities, at fair value 185.2 181.8
Mortgage loans, at unpaid principal balances 114.0 128.6
Venture capital partnerships, at equity in net assets 117.2 145.1
Policy loans, at unpaid principal balances 2,273.3 2,245.0
Other investments 333.6 310.6
-------------- --------------
16,176.5 16,415.7
Available-for-sale debt and equity securities pledged as
collateral, at fair value 301.1 304.4
-------------- --------------
Total investments 16,477.6 16,720.1
Cash and cash equivalents 348.9 301.5
Accrued investment income 233.7 225.8
Receivables 224.0 146.9
Deferred policy acquisition costs 1,658.1 1,556.0
Deferred income taxes 72.2 56.0
Intangible assets 255.3 295.9
Goodwill 467.7 467.7
Other assets 224.9 224.1
Separate account assets 7,940.4 7,722.2
-------------- --------------
Total assets $ 27,902.8 $ 27,716.2
============== ==============
LIABILITIES:
Policy liabilities and accruals $ 13,246.4 $ 13,246.2
Policyholder deposit funds 2,863.0 3,060.7
Indebtedness 740.1 751.9
Other liabilities 572.0 534.3
Non-recourse collateralized obligations 379.5 389.9
Separate account liabilities 7,940.4 7,722.2
-------------- --------------
Total liabilities 25,741.4 25,705.2
-------------- --------------
MINORITY INTEREST:
Minority interest in net assets of subsidiaries 3.9 3.9
-------------- --------------
STOCKHOLDERS' EQUITY:
Common stock, $0.01 par value, 123,874,544 and
106,429,147 shares issued 1.2 1.1
Additional paid-in capital 2,601.5 2,440.3
Deferred compensation on restricted stock units (4.0) (2.7)
Accumulated deficit (191.4) (193.1)
Accumulated other comprehensive income (70.3) (59.0)
Treasury stock, at cost: 11,313,564 and 11,313,564 shares (179.5) (179.5)
-------------- --------------
Total stockholders' equity 2,157.5 2,007.1
-------------- --------------
Total liabilities, minority interest and stockholders' equity $ 27,902.8 $ 27,716.2
============== ==============
-more-
The Phoenix Companies Inc....10
Consolidated Statement of Income (Unaudited)
Three Months Ended March 31, 2006 and 2005
(in millions)
Three Months
---------------------------------
2006 2005
-------------- ---------------
REVENUES:
Premiums $ 207.5 $ 226.8
Insurance and investment product fees 139.1 129.0
Broker-dealer commission and distribution fees 7.3 6.8
Investment income, net of expenses 251.2 268.7
Net realized investment gains (losses) 33.2 (17.9)
-------------- ---------------
Total revenues 638.3 613.4
-------------- ---------------
BENEFITS AND EXPENSES:
Policy benefits, excluding policyholder dividends 333.9 343.3
Policyholder dividends 106.8 83.8
Policy acquisition cost amortization 30.0 28.2
Intangible asset amortization 8.0 8.4
Intangible asset impairments 32.5 -
Interest expense on indebtedness 12.4 11.1
Interest expense on non-recourse collateralized obligations 4.4 8.9
Other operating expenses 111.4 117.2
-------------- ---------------
Total benefits and expenses 639.4 600.9
-------------- ---------------
Income (Loss) from continuing operations before income taxes
and minority interest (1.1) 12.5
Applicable income taxes (benefit) (2.8) 2.8
-------------- ---------------
Income from continuing operations before income taxes
and minority interest 1.7 9.7
Minority interest in net income of subsidiaries - (0.3)
-------------- ---------------
Net income $ 1.7 $ 9.4
============== ===============
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The Phoenix Companies Inc....11
Reconciliation of Income Measures (Unaudited)
Three Months Ended March 31, 2006 and 2005
(in millions)
Three Months
--------------------------------
Reconciliation of Segment Income to Net Income 2006 2005
Segment Income (loss) -------------- --------------
Life insurance $ 32.6 $ 38.0
Annuities 5.7 6.0
-------------- --------------
Life and annuity segment 38.3 44.0
Asset management segment (34.6) (1.7)
Venture capital segment - (2.2)
Corporate and other segment (17.4) (16.3)
-------------- --------------
Total segment income (loss), before income taxes (13.7) 23.8
Applicable income taxes (benefit) (7.5) 7.0
-------------- --------------
Total segment income (loss) (6.2) 16.8
Realized investment gains (losses), after income taxes and
other offsets 11.4 (5.9)
Realized gain (losses) from collateralized debt obligations (1.0) 0.4
Restructuring charges and other non-recurring items, net of
income taxes (2.5) (1.9)
-------------- --------------
Net income $ 1.7 $ 9.4
============== ==============
Reconciliation of Asset Management Segment Income to Earnings Before
Income Taxes, Depreciation and Amortization (EBITDA)
Asset Management Segment Loss $ (34.6) $ (1.7)
Adjustments for:
Intangible asset amortization and impairments 40.5 8.4
Depreciation 0.5 0.5
-------------- --------------
EBITDA $ 6.4 $ 7.2
============== ==============
Note: For additional information, see our financial supplement at PhoenixWealthManagement.com.
###
