Form 8-K - Current report

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): May 9, 2024

PHENIXFIN CORPORATION

(Exact name of registrant as specified in its charter)

Delaware		814-00818		27-4576073
(State or other jurisdiction of incorporation or organization)		(Commission file number)		(I.R.S. employer identification no.)

445 Park Avenue, 10^th Floor, New York, NY		10022
(Address of principal executive offices)		(Zip code)

Registrant’s telephone number, including area code: (212) 859-0390

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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of exchange on which registered
Common Stock, par value $0.001 per share	PFX	The NASDAQ Global Market
5.25% Notes due 2028	PFXNZ	The NASDAQ Global Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02 Results of Operations and Financial Condition.

On May 9, 2024, PhenixFIN Corporation issued a press release announcing its financial results for the quarter ended March 31, 2024. The press release is included as Exhibit 99.1 to this Form 8-K.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description
99.1		Press Release dated May 10, 2024
104		Cover page interactive data file (embedded within the Inline XBRL document).

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, PhenixFIN Corporation has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

DATE: May 10, 2024	PHENIXFIN CORPORATION

	/s/ David Lorber
	Name:	David Lorber
	Title:	Chief Executive Officer

Exhibit 99.1

PhenixFIN Corporation Announces Fiscal Second Quarter 2024 Financial Results

NAV Per Share Grew 22% In Last 12 Months

Expanded Credit Facility To $62.5 Million

New York, NY, May 10, 2024 -- PhenixFIN Corporation (NASDAQ: PFX, PFXNZ) (the “Company”), a publicly traded business development company, today announced its financial results for the fiscal second quarter of 2024.

Highlights

●

Second quarter total investment income of $4.7 million; net investment income of $0.6 million

●

Net asset value (NAV) of $154.3 million, or $76.35 per share as of March 31, 2024

●

Weighted average yield was 13.6% on debt and other income producing investments

●

Repurchased 40,000 shares during the second fiscal quarter

●

On February 21, 2024, the Credit Facility was amended to increase the principal amount available to $62.5 million.

●

On May 9, 2024 the Board of Directors declared a special dividend of $1.31 per share. This dividend is payable on June 10, 2024 to stockholders of record as of May 27, 2024.

David Lorber, Chief Executive Officer of the Company, stated:

“We continue to be pleased with our progress in growing our NAV per share as various investments have generated favorable investment income and/or capital appreciation. We continue to pursue NAV per share growth over time. We are also excited for potential future investments that should provide additional growth opportunities.

In addition, we are pleased to announce a special dividend of $1.31 per share for 2023 spillover income.”

Selected Second Quarter 2024 Financial Results for the Quarter Ended March 31, 2024:

Total investment income was $4.7 million which was attributable to portfolio interest and dividend income.

Total expenses were $4.1 million and total net investment income was $0.6 million.

The Company recorded total realized and unrealized gains of $4.8 million due to appreciation in various investments.

Portfolio and Investment Activities for the Quarter Ended March 31, 2024:

The fair value of the Company’s investment portfolio totaled $220.0 million and consisted of 41 portfolio companies.

Liquidity and Capital Resources

At March 31, 2024, the Company had $19.1 million in cash and cash equivalents, $57.5 million in aggregate principal amount of its 5.25% unsecured notes due 2028 and $28.4 million outstanding under the Credit Facility.

ABOUT PHENIXFIN CORPORATION

PhenixFIN Corporation is a non-diversified, internally managed closed-end management investment company incorporated in Delaware that has elected to be regulated as a business development company under the Investment Company Act of 1940, as amended. We completed our initial public offering and commenced operations on January 20, 2011. The Company has elected, and intends to qualify annually, to be treated, for U.S. federal income tax purposes, as a regulated investment company under Subchapter M of the Internal Revenue Code of 1986, as amended. Effective January 1, 2021, the Company operates under an internalized management structure.

Safe Harbor Statement and Other Disclosures

This press release contains “forward-looking” statements. Such forward-looking statements reflect current views with respect to future events and financial performance, and the Company may make related oral forward-looking statements on or following the date hereof. These forward-looking statements are subject to the inherent uncertainties in predicting future results and conditions. Certain factors could cause actual results and conditions to differ materially from those projected in these forward-looking statements, including among other things, PhenixFIN’s ability to deliver value to shareholders, make additional acquisitions that provide additional growth opportunities, increase investment activity, grow the Company, increase net investment income, reduce operating expenses, implement its investment objective, source and capitalize on investment opportunities, grow its net asset value (NAV) and NAV per share and perform well in the prevailing market environment, the ability of our portfolio companies to perform well and generate income and other factors that are enumerated in the Company’s periodic filings with the Securities and Exchange Commission. PhenixFIN Corporation disclaims and does not undertake any obligation to update or revise any forward-looking statement in this press release.

Past performance is not a guarantee of future results. The press release contains unaudited financial results. For ease of review, we have excluded the word “approximately” when rounding the results. This press release is for informational purposes only and is not an offer to purchase or a solicitation of an offer to sell shares of PhenixFIN Corporation’s common stock. There can be no assurance that PhenixFIN Corporation will achieve its investment objective.

For PhenixFIN investor relations, please call 212-859-0390. For media inquiries, please contact info@phenixfc.com.

PHENIXFIN CORPORATION

Consolidated Statements of Assets and Liabilities

	March 31, 2024 (Unaudited)			September 30, 2023
Assets:
Investments at fair value
Non-controlled, non-affiliated investments (amortized cost of $138,055,022 and $134,339,121 respectively)	$	132,407,942		$	125,531,031
Affiliated investments (amortized cost of $20,564,242 and $48,233,910, respectively)		14,333,867			37,289,617
Controlled investments (amortized cost of $90,793,284 and $82,437,692, respectively)		73,307,525			63,640,043
Total Investments at fair value		220,049,334			226,460,691
Cash and cash equivalents		19,123,796			5,988,223
Receivables:
Interest receivable		920,769			971,115
Dividends receivable		243,302			161,479
Other receivable		-			31,425
Due from Affiliate		5,326,933			409,214
Other assets		1,173,608			833,000
Deferred financing costs		724,568			699,124
Prepaid share repurchase		132,295			199,019
Receivable for investments sold		-			3,940,175
Total Assets	$	247,694,605		$	239,693,465

Liabilities:
Credit facility and note payable (net of debt issuance costs of $1,522,586 and $1,688,835, respectively)	$	84,419,355		$	84,253,106
Payable for investments purchased		5,036,284			4,123,059
Accounts payable and accrued expenses		2,707,303			3,066,984
Interest and fees payable		724,564			690,398
Other liabilities		360,477			432,698
Due to Affiliate		99,725			-
Administrator expenses payable (see Note 6)		75,000			-
Deferred revenue		-			421,685
Total Liabilities		93,422,708			92,987,930

Commitments and Contingencies (see Note 8)

Net Assets:
Common Shares, $0.001 par value; 5,000,000 shares authorized; 2,723,709 shares issued; 2,020,490 and 2,073,713 common shares outstanding, respectively		2,021			2,074
Capital in excess of par value		692,472,513			694,812,239
Total distributable earnings (loss)		(538,202,637	)		(548,108,778	)
Total Net Assets		154,271,897			146,705,535
Total Liabilities and Net Assets	$	247,694,605		$	239,693,465

Net Asset Value Per Common Share	$	76.35		$	70.75

PHENIXFIN CORPORATION

Consolidated Statements of Operations

(Unaudited)

	For the Three Months Ended March 31,						For the Six Months Ended March 31,
	2024			2023			2024			2023

Interest Income:
Interest from investments
Non-controlled, non-affiliated investments:
Cash	$	1,950,898		$	2,116,741		$	4,633,041		$	4,032,782
Payment in-kind		90,530			119,593			181,204			225,780
Affiliated investments:
Cash		276,484			261,028			732,176			459,481
Payment in-kind		-			-			-			-
Controlled investments:
Cash		294,028			57,188			580,266			251,815
Payment in-kind		118,864			155,994			268,831			245,737
Total interest income		2,730,804			2,710,544			6,395,518			5,215,595
Dividend income		1,652,262			1,503,375			3,665,988			3,535,733
Interest from cash and cash equivalents		199,266			125,471			240,374			217,697
Fee income (see Note 9)		76,517			171,055			78,625			244,654
Other income		-			401,986			22			401,986
Total Investment Income		4,658,849			4,912,431			10,380,527			9,615,665

Expenses:
Interest and financing expenses		1,567,352			1,381,596			3,109,413			2,614,772
Salaries and benefits		1,524,508			802,090			2,949,500			1,659,623
General and administrative expenses		310,776			201,181			635,837			421,158
Professional fees, net		343,150			377,229			700,704			725,146
Directors fees		187,500			176,500			375,000			370,500
Insurance expenses		96,694			121,387			194,450			245,471
Administrator expenses (see Note 6)		57,550			77,937			135,402			155,821
Total expenses		4,087,530			3,137,920			8,100,306			6,192,491
Net Investment Income		571,319			1,774,511			2,280,221			3,423,174

Realized and unrealized gains (losses) on investments
Non-controlled, non-affiliated investments		200,754			(838,070	)		430,558			(824,622	)
Affiliated investments		(1,991,456	)		-			(1,991,456	)		-
Controlled investments		-			23,273			-			23,273
Total net realized gains (losses)		(1,790,702	)		(814,797	)		(1,560,898	)		(801,349	)
Net change in unrealized gains (losses):
Non-controlled, non-affiliated investments		1,796,767			803,513			3,161,010			2,326,612
Affiliated investments		2,282,655			274,063			4,713,918			989,600
Controlled investments		2,512,263			4,670,928			1,311,890			4,722,097
Total net change in unrealized gains (losses)		6,591,685			5,748,504			9,186,818			8,038,309
Total realized and unrealized gains (losses)		4,800,983			4,933,707			7,625,920			7,236,960

Net Increase (Decrease) in Net Assets Resulting from Operations	$	5,372,302		$	6,708,218		$	9,906,141		$	10,660,134

Weighted average basic and diluted earnings per common share	$	2.62		$	3.20		$	4.81		$	5.08
Weighted average common shares outstanding - basic and diluted (see Note 11)		2,048,622			2,095,193			2,060,723			2,098,041

Cover	May 09, 2024
Document Type	8-K
Amendment Flag	false
Document Period End Date	May 09, 2024
Entity File Number	814-00818
Entity Registrant Name	PHENIXFIN CORPORATION
Entity Central Index Key	0001490349
Entity Tax Identification Number	27-4576073
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	445 Park Avenue
Entity Address, Address Line Two	10th Floor
Entity Address, City or Town	New York
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	10022
City Area Code	212
Local Phone Number	859-0390
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Common Stock, par value $0.001 per share
Title of 12(b) Security	Common Stock, par value $0.001 per share
Trading Symbol	PFX
Security Exchange Name	NASDAQ
5.25% Notes due 2028
Title of 12(b) Security	5.25% Notes due 2028
Trading Symbol	PFXNZ
Security Exchange Name	NASDAQ