SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
(Exact name of registrant as specified in its charter)
|(State or other jurisdiction of
incorporation or organization)
|(Commission file number)||(I.R.S. employer|
|(Address of principal executive offices)||(Zip code)|
Registrant’s telephone number, including
area code: (
(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|
|The 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 August 10, 2023, PhenixFIN Corporation issued a press release announcing its financial results for the quarter ended June 30, 2023. The press release is included as Exhibit 99.1 to this Form 8-K.
Item 9.01 Financial Statements and Exhibits.
|99.1||Press Release dated August 10, 2023|
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: August 10, 2023||PHENIXFIN CORPORATION|
|/s / David Lorber|
|Title:||Chief Executive Officer|
PhenixFIN Corporation Announces Fiscal Third Quarter 2023 Financial Results
New York, NY, August 10, 2023 -- PhenixFIN Corporation (NASDAQ: PFX) (the "Company"), a publicly traded business development company, today announced its financial results for the fiscal third quarter of 2023.
|●||Total investment income of $14.5 million and net investment income of $4.6 million for the nine months ended June 30, 2023|
|●||Net asset value (NAV) of $140.0 million, or $67.01 per share as of June 30, 2023|
|●||Redeemed the $22.5 million 6.125% unsecured notes on January 17, 2023|
|●||On February 8, 2023, the Board approved the expansion of the current repurchase program from $25 million to $35 million|
|●||Weighted average yield of 12.2% on debt and other income producing investments|
David Lorber, Chief Executive Officer of the Company, stated:
“We reported another strong quarter driven by NII, strong performance from our equity investments, and increased investment activity all of which contributed to our increase in NAV/share. Our relationships and sourcing capabilities have us well positioned to capitalize on the growing demand for flexible capital and our bespoke solutions in the market.”
Selected Third Quarter 2023 Financial Results
For the three and nine months ended June 30, 2023, total investment income was $4.8 million and $14.5 million, of which $4.7 million and $13.8 million, respectively, was attributable to portfolio interest and dividend income and $0.1 million and $0.7 million, respectively, was attributable to fee and other income.
For the three and nine months ended June 30, 2023, total net expenses were $3.6 million and $9.8 million and total net investment income was $1.2 million and $4.6 million.
For the three and nine months ended June 30, 2023, the Company recorded a net realized loss of $1.3 million and $2.1 million and net unrealized gain of $9.0 million and $17.1 million, due largely to market volatility in various investments.
Portfolio and Investment Activities
As of June 30, 2023, the fair value of the Company's investment portfolio totaled $218.7 million and consisted of 46 portfolio companies.
As of June 30, 2023, the Company had 6 portfolio company investments on non-accrual status with a fair market value of $6.8 million.
Liquidity and Capital Resources
At June 30, 2023, the Company had $10.9 million in cash and cash equivalents and $57.5 million and $28.2 million outstanding in aggregate principal amount of its 5.25% unsecured notes due 2028 and the Credit Facility, respectively.
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, 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 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 firstname.lastname@example.org.
Consolidated Statements of Assets and Liabilities
|September 30, |
|Investments at fair value|
|Non-controlled, non-affiliated investments (amortized cost of $142,762,992 and $147,378,917, respectively)||$||124,234,092||$||122,616,275|
|Affiliated investments (amortized cost of $50,295,960 and $30,585,884, respectively)||35,336,778||12,314,192|
|Controlled investments (amortized cost of $79,039,463 and $85,483,093, respectively)||59,115,748||58,026,182|
|Total Investments at fair value||218,686,618||192,956,649|
|Cash and cash equivalents||10,876,185||22,768,066|
|Prepaid share repurchase||11,443||489,156|
|Deferred financing costs||763,744||50,000|
|Due from Affiliate||396,419||271,962|
|Credit facility and note payable (net of debt issuance costs of $1,782,166 and $2,059,164, respectively)||$||83,959,776||$||77,962,636|
|Investments purchased payable||5,118,912||-|
|Accounts payable and accrued expenses||2,018,046||2,040,277|
|Interest and fees payable||669,577||503,125|
|Administrator expenses payable (see Note 6)||-||74,911|
|Due to broker||-||16,550,000|
|Commitments and Contingencies (see Note 8)|
|Common Shares, $0.001 par value; 5,000,000 shares authorized; 2,723,709 shares issued; 2,088,589 and 2,102,129 common shares outstanding, respectively||2,089||2,102|
|Capital in excess of par value||674,934,277||675,401,802|
|Total distributable earnings (loss)||(534,981,702||)||(554,558,496||)|
|Total Net Assets||139,954,664||120,845,408|
|Total Liabilities and Net Assets||$||232,442,776||$||218,874,908|
|Net Asset Value Per Common Share||$||67.01||$||57.49|
Consolidated Statements of Operations
|For the Three Months Ended |
|For the Nine Months Ended|
|Interest from investments|
|Non-controlled, non-affiliated investments:|
|Total interest income||2,722,915||1,644,388||7,938,510||6,223,466|
|Interest from cash and cash equivalents||95,356||9,255||313,053||18,025|
|Fee income (see Note 9)||94,482||65,014||339,136||420,279|
|Total Investment Income||4,838,802||3,658,558||14,454,467||10,448,984|
|Interest and financing expenses||1,415,102||1,201,623||4,029,874||3,910,361|
|Salaries and benefits||1,277,797||1,037,602||2,937,420||1,973,770|
|Professional fees, net||310,878||469,550||1,036,024||936,895|
|General and administrative expenses||253,298||362,989||674,456||849,684|
|Administrator expenses (see Note 6)||76,351||58,881||232,172||210,162|
|Net Investment Income||1,218,889||207,964||4,642,063||1,558,309|
|Realized and unrealized gains (losses) on investments|
|Net realized gains (losses):|
|Non-controlled, non-affiliated investments||(1,374,437||)||(188,638||)||(2,199,059||)||749,791|
|Total net realized gains (losses)||(1,343,368||)||(187,713||)||(2,144,717||)||15,489,538|
|Net change in unrealized gains (losses):|
|Non-controlled, non-affiliated investments||3,907,130||(9,623,302||)||6,233,742||(11,630,618||)|
|Total net change in unrealized gains (losses)||9,041,139||(9,249,454||)||17,079,448||(18,205,189||)|
|Loss on extinguishment of debt (see Note 5)||-||-||-||(296,197||)|
|Total realized and unrealized gains (losses)||7,697,771||(9,437,167||)||14,934,731||(3,011,848||)|
|Net Increase (Decrease) in Net Assets Resulting from Operations||$||8,916,660||$||(9,229,203||)||$||19,576,794||$||(1,453,539||)|
|Weighted average basic and diluted earnings per common share||$||4.26||$||(4.19||)||$||9.34||$||(0.61||)|
|Weighted average common shares outstanding - basic and diluted (see Note 11)||2,090,691||2,202,115||2,095,591||2,372,849|