0001213900-24-065749 | 10-Q | XBRL Viewer

[1]	Credit Spread Adjustment (“CSA”)
[2]	Par amount is presented for debt investments and the amount includes accumulated payment-in-kind (“PIK”) interest, as applicable, and is net of repayments, while the number of shares or units owned is presented for equity investments. Par amount is denominated in U.S. Dollars (“$”) unless otherwise noted.
[3]	The interest rate on these loans is subject to 3 month SOFR, which as of June 30, 2024 was 5.32%.
[4]	All of our investments are domiciled in the United States. Certain investments also have international operations.
[5]	Credit Spread Adjustment (“CSA”)
[6]	The interest rate on these loans is subject to 3 month SOFR, which as of September 30, 2023 was 5.27%.
[7]	The investment is not a qualifying asset as defined under Section 55(a) of 1940 Act, in a whole, or in part. As of September 30, 2023, non-qualifying assets represented 20.21% of total assets.
[8]	Non-income producing security.
[9]	The investment was on non-accrual status as of June 30, 2024.
[10]	Substantially all of our investments are domiciled in the United States. Certain investments also have international operations.
[11]	Non-income producing security.
[12]	The investment was on non-accrual status as of September 30, 2023.
[13]	Par amount is presented for debt investments and the amount includes accumulated payment-in-kind (“PIK”) interest, as applicable, and is net of repayments, while the number of shares or units owned is presented for equity investments. Par amount is denominated in U.S. Dollars (“$”) unless otherwise noted.
[14]	This investment represents a Level 2 security in the ASC 820 table as of June 30, 2024 (see Note 4).
[15]	The interest rate on these loans is subject to 1 month SOFR, which as of June 30, 2024 was 5.34%
[16]	The interest rate on this preferred equity is fixed-to-floating and will shift to 3 month SOFR plus a CSA of 0.262% plus a 4.743% spread on 9/30/2025.
[17]	This investment represents a Level 1 security in the ASC 820 table as of June 30, 2024 (see Note 4).
[18]	The investment is not a qualifying asset as defined under Section 55(a) of 1940 Act, in a whole, or in part. As of June 30, 2024, non-qualifying assets represented 18.95% of total assets.
[19]	The interest rate on this preferred equity is fixed-to-floating and will shift to 3 month SOFR plus a CSA of 0.262% plus a 5.29% spread on 9/27/2027.
[20]	The interest rate on this preferred equity is fixed-to-floating and will shift to 3 month LIBOR plus a 5.345% spread on 3/31/2025.
[21]	The interest rate on this preferred equity is fixed-to-floating and will shift to 3 month SOFR plus a CSA of 0.262% plus a 6.429% spread on 1/15/2025.
[22]	Control Investments are defined by the Investment Company Act of 1940, as amended (the “1940 Act”), as investments in companies in which the Company owns more than 25% of the voting securities or maintains greater than 50% of the board representation.
[23]	The investment has an unfunded commitment as of September 30, 2023 (see Note 8), and fair value includes the value of any unfunded commitments. The negative cost, if applicable, is the result of the capitalized discount being greater than the principal amount outstanding on the loan. The negative fair value, if applicable, is the result of the capitalized discount on the loan commitment.
[24]	The investment has an unfunded commitment as of June 30, 2024 (see Note 8), and fair value includes the value of any unfunded commitments. The negative cost, if applicable, is the result of the capitalized discount being greater than the principal amount outstanding on the loan. The negative fair value, if applicable, is the result of the capitalized discount on the loan.
[25]	The interest rate on these loans is subject to 1 month SOFR, which as of September 30, 2023 was 5.32%.
[26]	This investment represents a Level 2 security in the ASC 820 table as of September 30, 2023 (see Note 4).
[27]	Affiliated Investments are defined by Investment Company Act of 1940 Act, as amended (the “1940 Act”), as investments in companies in which the Company owns between 5% and 25% outstanding voting securities or is under common control with such portfolio company.
[28]	The interest rate on these loans is subject to 6 month SOFR, which as of June 30, 2024 was 5.25%.
[29]	The interest rate on these loans is subject to 6 month SOFR, which as of September 30, 2023 was 5.17%.
[30]	Control Investments are defined by the Investment Company Act of 1940, as amended (the “1940 Act”), as investments in companies in which the Company owns more than 25% of the voting securities or maintains greater than 50% of the board representation.
[31]	The interest rate on this investment is fixed-to-floating and will shift to 3 month LIBOR plus a 5.64% spread on 8/15/2024.
[32]	This investment earns 0.50% commitment fee on all unused commitment as of September 30, 2023, and is recorded as a component of interest income on the Consolidated Statements of Operations.
[33]	Affiliated Investments are defined by the 1940 Act as investments in companies in which the Company owns between 5% and 25% outstanding voting securities or is under common control with such portfolio company.
[34]	The interest rate on these loans is subject to the monthly Applicable Federal Rate, which as of June 30, 2024 was 5.01%.
[35]	The interest rate on this preferred equity is fixed-to-floating and will shift to 3 month SOFR plus a CSA of 0.262% plus a 4.743% spread on 9/30/2025.
[36]	This investment represents a Level 1 security in the ASC 820 table as of September 30, 2023 (see Note 4).
[37]	The interest rate on this investment is fixed-to-floating and will shift to 3 month SOFR plus a CSA of 0.262% plus a 5.379% spread on 3/30/2024.
[38]	The interest rate on this preferred equity is fixed-to-floating and will shift to 3 month SOFR plus a CSA of 0.262% plus a 5.29% spread on 9/27/2027.
[39]	The interest rate on this preferred equity is fixed-to-floating and will shift to 3 month LIBOR plus a 5.345% spread on 3/31/2025.
[40]	The interest rate on this preferred equity is fixed-to-floating and will shift to 3 month SOFR plus a CSA of 0.262% plus a 6.429% spread on 1/15/2025.
[41]	The interest rate on this preferred equity is fixed-to-floating and will shift to 3 month LIBOR plus a 5.64% spread on 8/15/2024.

Fee Income

9 Months Ended

Jun. 30, 2024

Fee Income [Abstract]

Fee Income

Note 9. Fee Income

Fee income consists of amendment fees, prepayment penalty and other miscellaneous fees which are non-recurring in nature, as well as administrative agent fees, which are recurring in nature. The following table summarizes the Company’s fee income for the three and nine months ended June 30, 2024 and 2023 (dollars in thousands):

	For the Three Months Ended June 30,				For the Nine Months Ended June 30,
	2024		2023		2024		2023
Prepayment fee	$	-	$	-	$	-	$	-
Administrative agent fee		-		-		75		169
Amendment fee		-		-		-		-
Other fees		375		94		379		170
Fee income	$	375	$	94	$	454	$	339

Commitments (Details) - Schedule of Composition of the Unfunded Commitments - USD ($) $ in Thousands	9 Months Ended	12 Months Ended
	Jun. 30, 2024	Sep. 30, 2023
Schedule of Composition of the Unfunded Commitments [Line Items]
Total unfunded commitments	$ 2,941	$ 3,375
Secure Acquisition Inc. (dba Paragon Films) - Senior Secured First Lien Delayed Draw Term Loan [Member]
Schedule of Composition of the Unfunded Commitments [Line Items]
Total unfunded commitments		517
NVTN LLC - Senior Secured First Lien Delayed Draw Term Loan [Member]
Schedule of Composition of the Unfunded Commitments [Line Items]
Total unfunded commitments		220
SMC Roofing - First Out Delayed Draw Term Loan [Member]
Schedule of Composition of the Unfunded Commitments [Line Items]
Total unfunded commitments	57
SMC Roofing - Last Out Delayed Draw Term Loan [Member]
Schedule of Composition of the Unfunded Commitments [Line Items]
Total unfunded commitments	246
Deer Management Systems LLC - Senior Secured First Lien Delayed Draw Term Loan [Member]
Schedule of Composition of the Unfunded Commitments [Line Items]
Total unfunded commitments	600	600
Tamarix Capital Partners II, L.P. - Fund Investment [Member]
Schedule of Composition of the Unfunded Commitments [Line Items]
Total unfunded commitments	$ 2,038	$ 2,038

Investments (Details) - Schedule of Portfolio Composition by Industry Grouping at Fair Value - USD ($)	Jun. 30, 2024	Sep. 30, 2023
Schedule of Portfolio Composition by Industry Grouping at Fair Value [Line Items]
Fair Value	$ 233,681,365	$ 226,460,691
Percentage	100.00%	100.00%
Real Estate [Member]
Schedule of Portfolio Composition by Industry Grouping at Fair Value [Line Items]
Fair Value	$ 52,967,000
Percentage	22.70%
Services: Business [Member]
Schedule of Portfolio Composition by Industry Grouping at Fair Value [Line Items]
Fair Value	$ 45,264,000	$ 47,083,000
Percentage	19.40%	20.70%
Services: Consumer [Member]
Schedule of Portfolio Composition by Industry Grouping at Fair Value [Line Items]
Fair Value	$ 29,967,000	$ 18,292,000
Percentage	12.80%	8.10%
Hotel, Gaming & Leisure [Member]
Schedule of Portfolio Composition by Industry Grouping at Fair Value [Line Items]
Fair Value	$ 25,659,000	$ 34,158,000
Percentage	11.00%	15.10%
Construction & Building [Member]
Schedule of Portfolio Composition by Industry Grouping at Fair Value [Line Items]
Fair Value	$ 16,085,000	$ 14,676,000
Percentage	6.90%	6.50%
Automotive [Member]
Schedule of Portfolio Composition by Industry Grouping at Fair Value [Line Items]
Fair Value	$ 12,479,000	$ 9,520,000
Percentage	5.30%	4.20%
High Tech Industries [Member]
Schedule of Portfolio Composition by Industry Grouping at Fair Value [Line Items]
Fair Value	$ 11,161,000	$ 15,472,000
Percentage	4.80%	6.80%
Metals & Mining [Member]
Schedule of Portfolio Composition by Industry Grouping at Fair Value [Line Items]
Fair Value	$ 9,154,000	$ 12,517,000
Percentage	3.90%	5.50%
Media: Broadcasting & Subscription [Member]
Schedule of Portfolio Composition by Industry Grouping at Fair Value [Line Items]
Fair Value	$ 7,528,000	$ 11,665,000
Percentage	3.20%	5.20%
Consumer Discretionary [Member]
Schedule of Portfolio Composition by Industry Grouping at Fair Value [Line Items]
Fair Value	$ 6,784,000	$ 6,920,000
Percentage	2.90%	3.10%
Banking [Member]
Schedule of Portfolio Composition by Industry Grouping at Fair Value [Line Items]
Fair Value	$ 6,007,000
Percentage	2.60%
Energy: Oil & Gas [Member]
Schedule of Portfolio Composition by Industry Grouping at Fair Value [Line Items]
Fair Value	$ 4,338,000	$ 5,384,000
Percentage	1.90%	2.40%
Packaging [Member]
Schedule of Portfolio Composition by Industry Grouping at Fair Value [Line Items]
Fair Value	$ 3,527,000	$ 3,396,000
Percentage	1.50%	1.50%
Aerospace & Defense [Member]
Schedule of Portfolio Composition by Industry Grouping at Fair Value [Line Items]
Fair Value	$ 2,661,000	$ 2,645,000
Percentage	1.10%	1.20%
Insurance [Member]
Schedule of Portfolio Composition by Industry Grouping at Fair Value [Line Items]
Fair Value	$ 100,000
Percentage
Banking, Finance, Insurance & Real Estate [Member]
Schedule of Portfolio Composition by Industry Grouping at Fair Value [Line Items]
Fair Value		$ 43,755,000
Percentage		19.30%
Retail [Member]
Schedule of Portfolio Composition by Industry Grouping at Fair Value [Line Items]
Fair Value		$ 978,000
Percentage		0.40%

Consolidated Statements of Assets and Liabilities - USD ($)	Jun. 30, 2024	Sep. 30, 2023
Investments at fair value
Total Investments at fair value	$ 233,681,365	$ 226,460,691
Cash and cash equivalents	8,866,519	5,988,223
Receivables:
Interest receivable	1,715,284	971,115
Dividends receivable	215,705	161,479
Other receivable	205,984	31,425
Deferred financing costs	649,042	699,124
Other assets	410,565	833,000
Prepaid share repurchase	101,115	199,019
Receivable for investments sold		3,940,175
Total Assets	246,296,757	239,693,465
Liabilities:
Credit facility and notes payable (net of debt issuance costs of $1,439,916 and $1,688,835, respectively)	85,294,535	84,253,106
Payable for investments purchased	1,834,831	4,123,059
Accounts payable and accrued expenses	3,789,402	3,066,984
Interest and fees payable	520,057	690,398
Other liabilities	327,045	432,698
Administrator expenses payable (see Note 6)	143,936
Deferred revenue		421,685
Total Liabilities	92,093,354	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; 2,019,778 and 2,073,713 common shares outstanding, respectively	2,021	2,074
Capital in excess of par value	692,441,333	694,812,239
Total distributable earnings (loss)	(538,239,951)	(548,108,778)
Total Net Assets	154,203,403	146,705,535
Total Liabilities and Net Assets	$ 246,296,757	$ 239,693,465
Net Asset Value Per Common Share (in Dollars per share)	$ 76.35	$ 70.75
Affiliate
Receivables:
Due from Affiliate	$ 451,178	$ 409,214
Liabilities:
Due to Affiliate	183,548
Non-Controlled, Non-Affiliated Investments
Investments at fair value
Total Investments at fair value	148,691,260	125,531,031
Affiliated Investments
Investments at fair value
Total Investments at fair value	14,407,827	37,289,617
Controlled Investments
Investments at fair value
Total Investments at fair value	$ 70,582,278	$ 63,640,043

Directors Fees (Details) - USD ($)				3 Months Ended		9 Months Ended
Directors Fees (Details) - USD ($)	May 01, 2023	Dec. 31, 2022	Dec. 31, 2021	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Directors Fees [Line Items]
Directors annual fees				$ 187,500	$ 170,833	$ 562,500	$ 541,333
Directors fees expense				$ 200,000	$ 200,000	600,000	$ 500,000
Director [Member]
Directors Fees [Line Items]
Directors annual fees	$ 150,000	$ 100,000	$ 100,000
Lead Independent Director [Member]
Directors Fees [Line Items]
Directors annual fees	30,000					30,000
Audit Committee Chair [Member]
Directors Fees [Line Items]
Directors annual fees	25,000					25,000
Other Members of Audit Committee [Member]
Directors Fees [Line Items]
Directors annual fees	12,500					12,500
Corporate Governance Committee [Member]
Directors Fees [Line Items]
Directors annual fees	15,000					15,000
Other Members of Committees Receives [Member]
Directors Fees [Line Items]
Directors annual fees	$ 8,000					8,000
Each Board Meeting [Member] \| Director [Member]
Directors Fees [Line Items]
Directors annual fees						3,000
Each Committee Meeting [Member] \| Director [Member]
Directors Fees [Line Items]
Directors annual fees						$ 2,500

Earnings Per Share

9 Months Ended

Jun. 30, 2024

Earnings Per Share [Abstract]

Earnings Per Share

Note 11. Earnings Per Share

In accordance with the provisions of ASC Topic 260 - Earnings per Share, basic earnings per share is computed by dividing earnings available to common stockholders by the weighted average number of shares outstanding during the period. Other potentially dilutive common shares, and the related impact to earnings, are considered when calculating earnings per share on a diluted basis. The Company does not have any potentially dilutive common shares as of June 30, 2024.

The following information sets forth the computation of the weighted average basic and diluted net increase/(decrease) in net assets per share from operations for the three and nine months ended June 30, 2024 and 2023 (amounts in thousands, except shares and per share amounts):

	For the Three Months Ended June 30,				For the Nine Months Ended June 30,
	2024		2023		2024		2023
Basic and diluted:
Net increase (decrease) in net assets resulting from operations	$	2,609	$	8,917	$	12,515	$	19,577
Weighted average shares of common stock outstanding - basic and diluted		2,019,786		2,090,691		2,047,127		2,095,591
Earnings (loss) per share of common stock - basic and diluted	$	1.29	$	4.26	$	6.11	$	9.34

Share Transactions (Details) - USD ($) $ / shares in Units, $ in Millions	9 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Feb. 08, 2023	Jan. 11, 2021
Share Transactions [Line Items]
Share repurchase program	$ 6.9
Aggregate repurchased shares				703,931
Total cost	$ 28.1
Percentage of shares outstanding	25.80%
Number of share transferred	54,048
Treasury shares		125
Minimum [Member]
Share Transactions [Line Items]
Share repurchase program			$ 25.0
Maximum [Member]
Share Transactions [Line Items]
Share repurchase program			$ 35.0
Common Stock [Member]
Share Transactions [Line Items]
Stock repurchased weighted average price	$ 39.93
Treasury Stock [Member]
Share Transactions [Line Items]
Treasury shares	12

Organization

9 Months Ended

Jun. 30, 2024

Organization [Abstract]

Organization

Note 1. Organization

PhenixFIN Corporation (“PhenixFIN.” the “Company,” “we” and “us”) is an internally-managed non-diversified closed-end management investment company incorporated in Delaware that has elected to be regulated as a business development company (“BDC”) under the Investment Company Act of 1940, as amended (the “1940 Act”). We completed our initial public offering (“IPO”) 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 (“RIC”) under Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”). On November 18, 2020, the board of directors of the Company approved the adoption of an internalized management structure, effective January 1, 2021. Until close of business on December 31, 2020 we were externally managed and advised by MCC Advisors LLC (“MCC Advisors”), pursuant to an investment management agreement. MCC Advisors was a wholly owned subsidiary of Medley LLC, which was controlled by Medley Management Inc. (OTCM: MDLM), a publicly traded asset management firm, which in turn was controlled by Medley Group LLC, an entity wholly owned by the senior professionals of Medley LLC. We use the term “Medley” to refer collectively to the activities and operations of Medley Capital LLC, Medley LLC, MDLM, Medley Group LLC, MCC Advisors, associated investment funds and their respective affiliates. Since January 1, 2021 the Company has been managed pursuant to an internalized management structure.

The Company has formed and expects to continue to form certain taxable subsidiaries (the “Taxable Subsidiaries”), which are taxed as corporations for federal income tax purposes. These Taxable Subsidiaries allow us to, among other things, hold equity securities of portfolio companies organized as pass-through entities while continuing to satisfy the requirements of a RIC under the Code.

The Company’s investment objective is to generate current income and capital appreciation. The management team seeks to achieve this objective primarily through making loans, private equity or other investments in privately-held companies. The Company may also make debt, equity or other investments in publicly-traded companies. (These investments may also include investments in other BDCs, closed-end funds or REITs.) We may also pursue other strategic opportunities and invest in other assets or operate other businesses to achieve our investment objective, such as operating and managing an asset-based lending business. The portfolio generally consists of senior secured first lien term loans, senior secured second lien term loans, senior secured bonds, preferred equity and common equity. Occasionally, we will receive warrants or other equity participation features which we believe will have the potential to increase total investment returns. Our loan and other debt investments are primarily rated below investment grade or are unrated. Investments in below investment grade securities are considered predominantly speculative with respect to the issuer’s capacity to pay interest and repay principal when due.

Since January 4, 2021, the common stock trades on the NASDAQ Global Market under the trading symbol “PFX.”

Dividends

9 Months Ended

Jun. 30, 2024

Dividends [Abstract]

Dividends

Note 13. Dividends

Any dividends and distributions to common stockholders are recorded on the ex-dividend date. Any amounts to be paid out as a dividend are determined by our board of directors.

We have adopted an “opt out” dividend reinvestment plan for our common stockholders. As a result, if we declare a cash dividend or other distribution, each stockholder that has not “opted out” of our dividend reinvestment plan will have its dividends automatically reinvested in additional shares of our common stock rather than receiving cash dividends. Stockholders who receive distributions in the form of shares of common stock will be subject to the same federal, state and local tax consequences as if they received cash distributions.

On May 9, 2024, the Board of Directors declared a special dividend of $1.31 per share. This dividend was paid on June 10, 2024 to stockholders of record as of May 27, 2024. The dividends declared during the three and nine months ended June 30, 2024 were derived from net investment income, determined on a tax basis. The Company did not declare any distribution payments during the three and nine months ended June 30, 2023.

Dividends (Details)	May 09, 2024 $ / shares
Dividends [Abstract]
Dividend declared	$ 1.31

Consolidated Statements of Cash Flows (Unaudited) - USD ($)	9 Months Ended
	Jun. 30, 2024	Jun. 30, 2023
Cash Flows from Operating Activities:
Net increase (decrease) in net assets resulting from operations	$ 12,514,752	$ 19,576,794
Adjustments to reconcile net increase (decrease) in net assets resulting from operations to net cash provided by (used in) operating activities:
Proceeds from sale and settlements of investments	87,901,740	39,760,986
Purchases, originations and participations	(85,486,774)	(49,334,640)
Investment increases due to payment-in-kind interest	(1,015,546)	(716,544)
Net amortization of premium (discount) on investments	(365,717)	(505,040)
Amortization of debt issuance cost	249,913	286,750
Amortization of deferred financing cost	339,587	198,530
Net realized (gains) losses from investments	(7,137,352)	2,144,717
Net unrealized (gains) losses on investments	(1,117,025)	(17,079,448)
(Increase) decrease in operating assets:
Interest receivable	(744,169)	(137,882)
Due from affiliate	(41,964)	(124,457)
Receivable for investments sold	3,940,175
Dividends receivable	(54,226)	48,694
Paydown receivable		112,500
Other receivable	(174,559)	30,157
Prepaid share repurchase	97,904	477,713
Other assets	422,435	577,239
Increase (decrease) in operating liabilities:
Due to broker		(16,550,000)
Payable for investments purchased	(2,288,228)	5,118,912
Accounts payable and accrued expenses	722,418	(22,231)
Due to Affiliate	183,548
Administrator expenses payable	143,936	(74,911)
Interest and fees payable	(170,341)	166,452
Deferred revenue	(421,685)	(70,301)
Other liabilities	(105,653)	(106,449)
Net cash provided by (used in) operating activities	7,393,169	(16,222,459)
Cash Flows from Financing Activities:
Debt issuance	21,971,498	32,241,942
Paydowns on debt	(21,178,988)	(26,521,800)
Debt issuance costs paid	(994)	(9,752)
Deferred financing costs	(289,505)	(912,274)
Distributions paid to shareholders	(2,645,925)
Repurchase of common shares	(2,370,959)	(467,538)
Net cash provided by (used in) financing activities	(4,514,873)	4,330,578
Net increase (decrease) in cash and cash equivalents	2,878,296	(11,891,881)
Cash and cash equivalents, beginning of period	5,988,223	22,768,066
Cash and cash equivalents, end of period	8,866,519	10,876,185
Supplemental information:
Interest paid during the period	4,365,399	2,608,928
Non-cash purchase of investments	45,900,000
Non-cash sale of investments	$ 45,900,000

Agreements (Details) - USD ($)	3 Months Ended		9 Months Ended
Agreements (Details) - USD ($)	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023	Sep. 30, 2023
Agreements [Line Items]
Administrator expenses payable	$ 143,936		$ 143,936
Accrual expenses	684,735	$ 159,000	1,494,425	$ 159,000
Administration Agreement [Member]
Agreements [Line Items]
Administrator expenses	100,000	$ 100,000	200,000	$ 200,000
Administrator expenses payable	$ 100,000		$ 100,000		$ 0
Target Level of Performance
Agreements [Line Items]
Performance based executive compensation target award percentage			100.00%
Maximum Level of Performance
Agreements [Line Items]
Performance based executive compensation target award percentage			200.00%
Minimum [Member]
Agreements [Line Items]
Performance based executive compensation target award percentage			0.00%
Net asset value per share performance goal percentage			30.00%
Maximum [Member]
Agreements [Line Items]
Performance based executive compensation target award percentage			200.00%
Net asset value per share performance goal percentage			70.00%

Investments

9 Months Ended

Jun. 30, 2024

Investments [Abstract]

Investments

Note 3. Investments

The composition of our investments as of June 30, 2024 as a percentage of our total portfolio, at amortized cost and fair value were as follows (dollars in thousands):

	Amortized Cost		Percentage			Fair Value		Percentage
Senior Secured First Lien Term Loans	$	130,842		48.2	%	$	117,200		50.2	%
Senior Secured Notes		22,917		8.5			23,029		9.9
Fund Investment		1,027		0.4			807		0.3
Equity/Warrants		116,328		42.9			92,645		39.6
Total Investments	$	271,114		100.0	%	$	233,681		100.0	%

The composition of our investments as of September 30, 2023 as a percentage of our total portfolio, at amortized cost and fair value were as follows (dollars in thousands):

	Amortized Cost		Percentage			Fair Value		Percentage
Senior Secured First Lien Term Loans	$	139,103		52.5	%	$	103,004		45.6	%
Senior Secured Notes		9,512		3.6			8,922		3.9
Fund Investment		1,027		0.4			792		0.3
Equity/Warrants		115,369		43.5			113,743		50.2
Total Investments	$	265,011		100.0	%	$	226,461		100.0	%

In connection with certain of the Company’s investments, the Company receives warrants that are obtained for the objective of increasing the total investment returns and are not held for hedging purposes. At June 30, 2024 and September 30, 2023, the total fair value of warrants was $98.4 thousand and $206.5 thousand, respectively, and were included in investments at fair value on the Consolidated Statements of Assets and Liabilities. During the three and nine months ended June 30, 2024, the Company did not acquire any additional warrants in an existing portfolio company. During the three and nine months ended June 30, 2023, the Company acquired and/or added on one and two, respectively, of additional warrants in an existing portfolio company.

For the three and nine months ended June 30, 2024, there was $34.8 thousand and $108.1 thousand, respectively, in unrealized depreciation related to warrants and was recorded on the Consolidated Statements of Operations as net unrealized appreciation/(depreciation) on investments. For the three and nine months ended June 30, 2023, there was $194.4 thousand and $404.6 thousand, respectively, in unrealized appreciation related to warrants. The warrants are received in connection with individual investments and are not subject to master netting arrangements.

The following table shows the portfolio composition by industry grouping at fair value at June 30, 2024 (dollars in thousands):

	Fair Value		Percentage

Real Estate	$	52,967		22.7	%
Services: Business		45,264		19.4
Services: Consumer		29,967		12.8
Hotel, Gaming & Leisure		25,659		11.0
Construction & Building		16,085		6.9
Automotive		12,479		5.3
High Tech Industries		11,161		4.8
Metals & Mining		9,154		3.9
Media: Broadcasting & Subscription		7,528		3.2
Consumer Discretionary		6,784		2.9
Banking		6,007		2.6
Energy: Oil & Gas		4,338		1.9
Packaging		3,527		1.5
Aerospace & Defense		2,661		1.1
Insurance		100		-
Total	$	233,681		100.0	%

The following table shows the portfolio composition by industry grouping at fair value at September 30, 2023 (dollars in thousands):

	Fair Value		Percentage

Services: Business	$	47,083		20.7	%
Banking, Finance, Insurance & Real Estate		43,755		19.3
Hotel, Gaming & Leisure		34,158		15.1
Services: Consumer		18,292		8.1
High Tech Industries		15,472		6.8
Construction & Building		14,676		6.5
Metals & Mining		12,517		5.5
Media: Broadcasting & Subscription		11,665		5.2
Automotive		9,520		4.2
Consumer Discretionary		6,920		3.1
Energy: Oil & Gas		5,384		2.4
Packaging		3,396		1.5
Aerospace & Defense		2,645		1.2
Retail		978		0.4
Total	$	226,461		100.0	%

The Company invests in portfolio companies principally located in the United States. The geographic composition is determined by the location of the corporate headquarters of the portfolio company, which may not be indicative of the primary source of the portfolio company’s business.

The following table shows the portfolio composition by geographic location at fair value at June 30, 2024 (dollars in thousands):

	Fair Value		Percentage
Northeast	$	90,456		38.7	%
Southeast		61,804		26.3
Midwest		35,217		15.1
West		32,717		14.0
Southwest		2,931		1.3
Mid-Atlantic		375		0.2
International		10,181		4.4
Total	$	233,681		100.0	%

The following table shows the portfolio composition by geographic location at fair value at September 30, 2023 (dollars in thousands):

	Fair Value		Percentage
Northeast	$	92,081		40.7	%
Southeast		60,116		26.5
Midwest		32,782		14.5
West		25,608		11.3
Southwest		7,661		3.4
Mid-Atlantic		201		0.1
International		8,012		3.5
Total	$	226,461		100.0	%

Transactions With Affiliated/Controlled Companies

The Company had investments in portfolio companies designated as Affiliated Investments and Controlled Investments under the 1940 Act. Transactions with Affiliated Investments and Controlled Investments during the nine months ended June 30, 2024 and 2023 were as follows:

Name of Investment⁽¹⁾⁽²⁾	Type of Investment	Fair Value at September 30, 2023		Purchases/(Sales) of or Advances/(Distributions)			Transfers In/(Out) of Affiliates			Unrealized Gain/(Loss)			Realized Gain/(Loss)			Fair Value at June 30, 2024		Earned Income
Affiliated Investments
1888 Industrial Services, LLC	Senior Secured First Lien Term Loan C	$	751,479	$	(1,096,561	)	$	(196,411	)	$	439,778		$	101,715		$	-	$	48,327
	Senior Secured First Lien Term Loan A		-		-			-			9,473,068			(9,473,068	)		-		-
	Revolving Credit Facility		4,632,177		(5,112,074	)		-			-			479,897			-		158,674
Black Angus Steakhouses, LLC	Senior Secured First Lien Delayed Draw Term Loan		875,749		-			-			-			-			875,749		-
	Senior Secured First Lien Term Loan		1,459,249		-			-			(1,008,883	)		-			450,366		-
	Senior Secured First Lien Super Priority DDTL		1,920,960		-			-			-			-			1,920,960		-
FST Holdings Parent, LLC	Equity		10,000,003		-			-			1,160,749			-			11,160,752		-
Maritime Wireless Holdings LLC	Senior Secured First Lien Term Loan B		7,500,000		(7,373,166	)		-			(126,834	)		-			-		535,857
	Equity		10,150,000		(11,900,000	)		-			(5,150,000	)		6,900,000			-		-
Total Affiliated Investments		$	37,289,617	$	(25,481,801	)	$	(196,411	)	$	4,787,878		$	(1,991,456	)	$	14,407,827	$	742,858

Name of Investment⁽¹⁾⁽²⁾	Type of Investment	Fair Value at September 30, 2023		Purchases/(Sales) of or Advances/(Distributions)			Transfers In/(Out) of Controlled			Unrealized Gain/(Loss)			Realized Gain/(Loss)		Fair Value at June 30, 2024		Earned Income
Controlled Investments
ECC Capital Corp.	Senior Secured Promissory Note	-		10,422,012			-			-			-		10,422,012		482,173
	Equity	-		4,251,084			-			(1,311,084		)	-		2,940,000		-
FlexFIN, LLC	Equity Interest		38,870,711		(4,162,202	)		-			-			-		34,708,509		3,216,298
Kemmerer Operations, LLC	Senior Secured First Lien Term Loan		3,383,877		5,769,816			(9,153,693	)		-			-		-		268,831
	Equity		9,133,052		(10,378,988	)		-			(7,296,895	)		8,542,831		-		-
NSG Captive, Inc.	Equity		-		100,000			-			-			-		100,000		-
NVTN LLC	Senior Secured First Lien Delayed Draw Term Loan		7,214,856		(1,693,577	)		-			(21,279	)		-		5,500,000		868,449
	Senior Secured First Lien Term Loan B		5,037,547		-			-			11,874,210			-		16,911,757		214,286
	Equity		-		11,900,000			-			(11,900,000	)		-		-		-
Total Controlled Investments		$	63,640,043	$	16,208,145		$	(9,153,693	)	$	(8,655,048	)	$	8,542,831	$	70,582,278	$	5,050,037

Name of Investment⁽¹⁾⁽²⁾	Type of Investment	Fair Value at September 30, 2022		Purchases/(Sales) of or Advances/(Distributions)			Transfers In/(Out) of Affiliates			Unrealized Gain/(Loss)			Realized Gain/(Loss)		Fair Value at June 30, 2023		Earned Income
Affiliated Investments
1888 Industrial Services, LLC	Senior Secured First Lien Term Loan C	$	-	$	-		$	-		$	763,798		$	-	$	763,798	$	25,765
	Revolving Credit Facility		4,151,562		215,622			-			264,993			-		4,632,177		336,502
Black Angus Steakhouses, LLC	Senior Secured First Lien Delayed Draw Term Loan		758,929		9,915			-			75,893			-		844,737		94,376
	Senior Secured First Lien Term Loan		1,547,918		-			-			(100,951	)		-		1,446,967		-
	Senior Secured First Lien Super Priority DDTL		1,500,000		19,796			-			166,667			-		1,686,463		224,616
FST Holdings Parent, LLC	Equity		-		8,000,000			-			-			-		8,000,000		-
Kemmerer Operations, LLC	Senior Secured First Lien Term Loan		2,378,510		-			(2,378,510	)		-			-		-		-
	Equity		694,702		-			(962,717	)		268,015			-		-		-
Maritime Wireless Holdings LLC	Senior Secured First Lien Term Loan A		-		(1,500,703	)		4,900,000			61,742			30,211		3,491,250		163,403
	Senior Secured First Lien Term Loan B		-		(1,055	)		7,350,000			132,305			-		7,481,250		267,124
	Convertible Promissory Note		-		-			5,000,000			1,925,000			-		6,925,000		-
US Multifamily, LLC	Equity		1,282,571		(972,483	)		-			(244,952	)		-		65,136		-
Total Affiliated Investments		$	12,314,192	$	5,771,092		$	13,908,773		$	3,312,510		$	30,211	$	35,336,778	$	1,111,786

Name of Investment⁽¹⁾⁽²⁾	Type of Investment	Fair Value at September 30, 2022		Purchases/(Sales) of or Advances/(Distributions)			Transfers In/(Out) of Affiliates		Unrealized Gain/(Loss)			Realized Gain/(Loss)		Fair Value at June 30, 2023		Earned Income
Controlled Investments
FlexFIN, LLC	Equity Interest	$	47,136,146	$	(13,012,069	)	$	-	$	-			-	$	34,124,077	$	2,637,115
Kemmerer Operations, LLC	Senior Secured First Lien Term Loan		-		2,329,641			2,378,510		(1	)		24,131		4,732,281		245,738
	Equity		-		873,440			962,717		7,319,045			-		9,155,202		-
NVTN LLC	Senior Secured First Lien Delayed Draw Term Loan		7,192,927		-			-		14,620			-		7,207,547		416,974
	Senior Secured First Lien Term Loan B		3,697,109		-			-		199,532			-		3,896,641		-
	Senior Secured First Lien Term Loan C		-		-			-		-			-		-		-
Total Controlled Investments		$	58,026,182	$	(9,808,988	)	$	3,341,227	$	7,533,196		$	24,131	$	59,115,748	$	3,299,827

(1)	The par amount and additional detail are shown in the Consolidated Schedules of Investments.

(2)	Securities with a zero value at the beginning and end of the period, and those that had no transaction activity were excluded from the roll forward.

Purchases/(sales) of or advances to/(distributions) from Affiliated Investments and Controlled Investments represent the proceeds from sales and settlements of investments, purchases, originations and participations, investment increases due to PIK interest as well as net amortization of premium/(discount) on investments and are included in the purchases and sales presented on the Consolidated Statements of Cash Flows for the nine months ended June 30, 2024 and 2023. Transfers in/(out) of Affiliated Investments and Controlled Investments represent the fair value for the month an investment became or was removed as an Affiliated Investment or a Controlled Investment. Income received from Affiliated Investments and Controlled Investments is included in total investment income on the Consolidated Statements of Operations for the nine months ended June 30, 2024 and 2023.

Unconsolidated Significant Subsidiaries

In accordance with the SEC’s Regulation S-X and GAAP, the Company evaluated and determined that it had one subsidiary, FlexFIN, LLC, for which the Company owned 50%, that is deemed to be a “significant subsidiary” as of June 30, 2024 for which summarized financial information is presented below (dollars in thousands):

Balance Sheet	June 30, 2024 (Unaudited)		September 30, 2023 (Audited)
Total Assets	$	35,909	$	38,871
Total Liabilities		1,935		279

Income Statement	For the Nine Months Ended June 30, 2024 (Unaudited)		For the Year Ended September 30, 2023 (Audited)
Total Income	$	3,324	$	4,385
Total Expenses		614		815
Net Income	$	2,710	$	3,570

- Definition

The entire disclosure for investments owned by investment company.

+ References + Details

Fee Income (Details) - Schedule of Fee Income - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Schedule of Fee Income [Abstract]
Prepayment fee
Administrative agent fee			75	169
Amendment fee
Other fees	375	94	379	170
Fee income	$ 375	$ 94	$ 454	$ 339

Fair Value Measurements (Details) - Schedule of Quantitative Information About Level 3 Fair Value Measurements of Our Investments - Level 3 [Member] - USD ($) $ in Thousands	9 Months Ended	12 Months Ended
	Jun. 30, 2024	Sep. 30, 2023
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Fair Value	$ 141,385	$ 165,316
Senior Secured First Lien Term Loans [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Fair Value	$ 59,588	$ 69,943
Valuation Methodology	Income Approach	Income Approach
Unobservable Input	Market Yield	Market Yield
Range (Weighted Average)	42.50%	32.00%
Impact to Valuation From An Increase In Input	Decrease	Decrease
Senior Secured First Lien Term Loans [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Fair Value	$ 7,062	$ 751
Valuation Methodology	Recent Purchase	Market Approach
Unobservable Input	Purchase Price	Revenue Multiple
Range (Weighted Average)		0.30%
Impact to Valuation From An Increase In Input		Increase
Senior Secured First Lien Term Loans [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Fair Value	$ 4,245	$ 10,939
Valuation Methodology	Market Approach	Market Approach
Unobservable Input	EBITDA Multiple	EBITDA Multiple
Range (Weighted Average)	8.30%	5.00%
Impact to Valuation From An Increase In Input	Increase	Increase
Senior Secured First Lien Term Loans [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Fair Value	$ 350	$ 866
Valuation Methodology	Cost Approach	Market Approach
Unobservable Input	Collateral Value	LTM EBITDA Multiple
Range (Weighted Average)		6.80%
Impact to Valuation From An Increase In Input		Increase
Senior Secured Notes [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Fair Value	$ 10,422
Valuation Methodology	Recent Purchase
Unobservable Input	Purchase Price
Range (Weighted Average)
Impact to Valuation From An Increase In Input
Equity/Warrants [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Fair Value	$ 34,708	$ 38,870
Valuation Methodology	Cost Approach	Cost Approach
Unobservable Input	Collateral Value	Collateral Value
Range (Weighted Average)
Impact to Valuation From An Increase In Input
Equity/Warrants [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Fair Value	$ 24,812	$ 22,007
Valuation Methodology	Market Approach	Market Approach
Unobservable Input	EBITDA Multiple	EBITDA Multiple
Range (Weighted Average)	10.80%	36.80%
Impact to Valuation From An Increase In Input	Increase	Increase
Equity/Warrants [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Fair Value	$ 100	$ 206
Valuation Methodology	Recent Purchase	Income Approach
Unobservable Input	Purchase Price	DLOM (Discount for lack of Marketability)
Range (Weighted Average)		3.20%
Impact to Valuation From An Increase In Input		Decrease
Equity/Warrants [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Fair Value	$ 98	$ 10,000
Valuation Methodology	Income Approach	Recent Purchase
Unobservable Input	DLOM (Discount for lack of Marketability)	Purchase Price
Range (Weighted Average)	31.00%
Impact to Valuation From An Increase In Input	Decrease
Equity/Warrants [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Fair Value		$ 11,734
Valuation Methodology		Market Approach
Unobservable Input		LTM Multiple
Range (Weighted Average)		6.80%
Impact to Valuation From An Increase In Input		Increase
Minimum [Member] \| Senior Secured First Lien Term Loans [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Range (Weighted Average)	3.30%	8.50%
Minimum [Member] \| Senior Secured First Lien Term Loans [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Range (Weighted Average)		0.30%
Minimum [Member] \| Senior Secured First Lien Term Loans [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Range (Weighted Average)	3.30%	1.70%
Minimum [Member] \| Senior Secured First Lien Term Loans [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Range (Weighted Average)		5.80%
Minimum [Member] \| Equity/Warrants [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Range (Weighted Average)	1.00%	1.80%
Minimum [Member] \| Equity/Warrants [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Range (Weighted Average)		3.00%
Minimum [Member] \| Equity/Warrants [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Range (Weighted Average)	26.00%
Minimum [Member] \| Equity/Warrants [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Range (Weighted Average)		5.80%
Maximum [Member] \| Senior Secured First Lien Term Loans [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Range (Weighted Average)	(16.90%)	(13.78%)
Maximum [Member] \| Senior Secured First Lien Term Loans [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Range (Weighted Average)		0.30%
Maximum [Member] \| Senior Secured First Lien Term Loans [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Range (Weighted Average)	4.70%	3.10%
Maximum [Member] \| Senior Secured First Lien Term Loans [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Range (Weighted Average)		6.30%
Maximum [Member] \| Equity/Warrants [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Range (Weighted Average)	8.70%	2.80%
Maximum [Member] \| Equity/Warrants [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Range (Weighted Average)		3.10%
Maximum [Member] \| Equity/Warrants [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Range (Weighted Average)	(28.50%)
Maximum [Member] \| Equity/Warrants [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Range (Weighted Average)		6.30%

Earnings Per Share (Details) - Schedule of Weighted Average Basic and Diluted Net Increase/(Decrease) in Net Assets - USD ($)	3 Months Ended		9 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Basic and diluted:
Net increase (decrease) in net assets resulting from operations	$ 2,608,611	$ 8,916,660	$ 12,514,752	$ 19,576,794
Weighted average shares of common stock outstanding - basic	2,019,786	2,090,691	2,047,127	2,095,591
Earnings (loss) per share of common stock - basic	$ 1.29	$ 4.26	$ 6.11	$ 9.34

- Definition

The amount of net income (loss) for the period per each share of common stock or unit outstanding during the reporting period.

+ References

+ Details

- Definition

The consolidated profit or loss for the period, net of income taxes, including the portion attributable to the noncontrolling interest.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483443/250-10-50-6

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 9
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483443/250-10-50-9

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 805
-SubTopic 60
-Name Accounting Standards Codification
-Section 65
-Paragraph 1
-Subparagraph (g)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147476176/805-60-65-1

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 323
-Name Accounting Standards Codification
-Section 65
-Paragraph 2
-Subparagraph (g)(3)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147478666/740-323-65-2

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(g)(1)(ii))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480678/235-10-S99-1

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 323
-SubTopic 10
-Name Accounting Standards Codification
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-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481687/323-10-50-3

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 825
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 28
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-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482907/825-10-50-28

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (b)(2)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483443/250-10-50-1

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 815
-SubTopic 40
-Name Accounting Standards Codification
-Section 65
-Paragraph 1
-Subparagraph (f)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480175/815-40-65-1

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 8
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483443/250-10-50-8

Reference 11: http://www.xbrl.org/2003/role/exampleRef
-Topic 946
-SubTopic 830
-Name Accounting Standards Codification
-Section 55
-Paragraph 11
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479168/946-830-55-11

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 205
-Name Accounting Standards Codification
-Section 45
-Paragraph 3
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147478009/946-205-45-3

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 220
-Name Accounting Standards Codification
-Section 45
-Paragraph 7
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479105/946-220-45-7

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Topic 944
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.7-04(16))
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Reference 15: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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Reference 16: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
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-Name Accounting Standards Codification
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Reference 17: http://www.xbrl.org/2003/role/disclosureRef
-Topic 810
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-Name Accounting Standards Codification
-Section 45
-Paragraph 19
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481231/810-10-45-19

Reference 18: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 220
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482765/220-10-50-6

Reference 19: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
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Reference 20: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 470
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Reference 21: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
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-Name Accounting Standards Codification
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-Paragraph 1A
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+ Details

Borrowings

9 Months Ended

Jun. 30, 2024

Borrowings [Abstract]

Borrowings

Note 5. Borrowings

As a BDC, we are generally only allowed to employ leverage to the extent that our asset coverage, as defined in the 1940 Act, equals at least 200% after giving effect to such leverage. The amount of leverage that we employ at any time depends on our assessment of the market and other factors at the time of any proposed borrowing.

However, in March 2018, the Small Business Credit Availability Act modified the 1940 Act by allowing a BDC to increase the maximum amount of leverage it may incur from 200% to 150% of asset coverage, if certain requirements under the 1940 Act are met. Under the 1940 Act, we are allowed to increase our leverage capacity if stockholders representing at least a majority of the votes cast, when a quorum is present, approve a proposal to do so. If we receive stockholder approval, we would be allowed to increase our leverage capacity on the first day after such approval. Alternatively, the 1940 Act allows the majority of our independent directors to approve an increase in our leverage capacity, and such approval would become effective after the one-year anniversary of such approval. In either case, we would be required to make certain disclosures on our website and in SEC filings regarding, among other things, the receipt of approval to increase our leverage, our leverage capacity and usage, and risks related to leverage. No approval was requested or obtained and the Company is still subject to the 200% requirement.

As of June 30, 2024 and September 30, 2023, the Company’s asset coverage was 277.8% and 270.7%, respectively, after giving effect to leverage and therefore the Company’s asset coverage was greater than 200%, the minimum asset coverage requirement applicable presently to the Company under the 1940 Act.

The Company’s outstanding debt excluding debt issuance costs as of June 30, 2024 and September 30, 2023 were as follows (dollars in thousands):

	June 30, 2024								September 30, 2023
	Aggregate Principal Available ⁽¹⁾		Principal Amount Outstanding		Carrying Value		Fair Value		Aggregate Principal Available ⁽¹⁾		Principal Amount Outstanding		Carrying Value		Fair Value
2028 Notes	$	57,500	$	57,500	$	56,061	$	51,957	$	57,500	$	57,500	$	55,811	$	49,105
2028 Promissory Note		1,661		1,661		1,661		1,661		-		-		-		-
Revolving Credit Facility		34,927		27,573		27,573		27,573		21,558		28,442		28,442		28,442
Total debt	$	94,088	$	86,734	$	85,295	$	81,191	$	79,058	$	85,942	$	84,253	$	77,547

(1)	For the 2028 Notes and 2028 Promissory Note, this represents the total principal amount and for the Revolving Credit Facility, this represents the undrawn principal amount.

Credit Facility

On December 15, 2022, the Company entered into a 3 year $50.0 million revolving credit facility (the “Credit Facility”) with Woodforest National Bank (“Woodforest’). Woodforest is the administrative agent, sole bookrunner and sole lead arranger.

Under the Credit Facility, the Company is required to comply with various covenants, reporting requirements and other customary requirements for similar revolving credit facilities, including, without limitation, covenants related to: (a) limitations on the incurrence of additional indebtedness and liens, (b) limitations on certain investments, (c) limitations on certain restricted payments, (d) maintaining a certain minimum stockholders’ equity, (e) maintaining a ratio of total assets to total indebtedness of the Company and its consolidated subsidiaries (subject to certain exceptions) of not less than 2.0:1.0, (f) limitations on pledging certain unencumbered assets, and (g) limitations on the creation or existence of agreements that prohibit liens on certain properties of the Company and certain of its subsidiaries. These covenants are subject to important limitations and exceptions that are described in the documents governing the Credit Facility. Amounts available to borrow under the Credit Facility (and the incurrence of certain other permitted debt) are also subject to compliance with a borrowing base that applies different advance rates to different types of assets (based on their value as determined pursuant to the Credit Facility) that are pledged as collateral. As of June 30, 2024, the Company was in compliance in all respects with the terms of the Credit Facility.

As of June 30, 2024 and September 30, 2023, there was $27.6 million and $28.4 million outstanding, respectively, under the Credit Facility.

Outstanding loans under the Credit Facility bear a monthly interest rate at Term SOFR + 2.90%. The Company is also subject to a commitment fee of 0.25%, which shall accrue on the actual daily amount of the undrawn portion of the revolving credit.

On January 17, 2023, the Company borrowed $23.2 million under the Credit Facility and used these proceeds to redeem $22.6 million in aggregate principal amount of the issued and outstanding 2023 Notes, comprising all issued and outstanding 2023 Notes. The 2023 Notes were redeemed at 100% of their principal amount, plus accrued and unpaid interest thereon from September 30, 2022 through, but excluding January 17, 2023 (the “Redemption Date”).

On February 21, 2024 (the “Effective Date”), in order to increase the size of the Credit Facility, the parties to the Credit Facility amended the terms of the Credit Facility, effective as of the Effective Date (the “Amendment”). The Amendment increased the principal amount of loan available under the Credit Facility by $12.5 million to $62.5 million. All other material terms of the Credit Facility remain unchanged.

Unsecured Notes

2023 Notes

On March 18, 2013, the Company issued $60.0 million in aggregate principal amount of 6.125% unsecured notes that matured on March 30, 2023 (the “2023 Notes”). On March 26, 2013, the Company closed an additional $3.5 million in aggregate principal amount of the 2023 Notes, pursuant to the partial exercise of the underwriters’ option to purchase additional notes. As of March 30, 2016, the 2023 Notes may be redeemed in whole or in part at any time or from time to time at the Company’s option. The 2023 Notes bore interest at a rate of 6.125% per year, payable quarterly on March 30, June 30, September 30 and December 30 of each year, beginning June 30, 2013.

On December 12, 2016, the Company entered into an “At-The-Market” (“ATM”) debt distribution agreement with FBR Capital Markets & Co., through which the Company could offer for sale, from time to time, up to $40.0 million in aggregate principal amount of the 2023 Notes. The Company sold 1,573,872 of the 2023 Notes at an average price of $25.03 per note, and raised $38.6 million in net proceeds, through the ATM debt distribution agreement.

On March 10, 2018, the Company redeemed $13.0 million in aggregate principal amount of the 2023 Notes. On December 31, 2018, the Company redeemed $12.0 million in aggregate principal amount of the 2023 Notes. The redemption was accounted for as a debt extinguishment in accordance with ASC 470-50, Modifications and Extinguishments, which resulted in a realized loss of $0.3 million and was recorded on the Consolidated Statements of Operations as a loss on extinguishment of debt.

On December 21, 2020, the Company announced that it completed the application process for and was authorized to transfer the listing of the 2023 Notes to the NASDAQ Global Market. The listing and trading of the 2023 Notes on the NYSE ceased at the close of trading on December 31, 2020. Effective January 4, 2021, the 2023 Notes began trading on the NASDAQ Global Market under the trading symbol “PFXNL.”

On November 15, 2021, the Company caused notices to be issued to the holders of the 2023 Notes regarding the Company’s exercise of its option to redeem $55,325,000 in aggregate principal amount of the issued and outstanding 2023 Notes on December 16, 2021. On December 16, 2021, the Company redeemed $55,325,000 in aggregate principal amount of the issued and outstanding 2023 Notes. The redemption was accounted for as a debt extinguishment in accordance with ASC 470-50, Modifications and Extinguishments, which resulted in a realized loss of $0.3 million and was recorded on the Consolidated Statements of Operations as a loss on extinguishment of debt.

On December 15, 2022, the Company caused notices to be issued to the holders of its 2023 Notes regarding the Company’s exercise of its option to redeem $22,521,800 in aggregate principal amount of issued and outstanding 2023 Notes, comprising all issued and outstanding 2023 Notes, at a price equal to 100% of the principal amount of the 2023 Notes, plus accrued and unpaid interest thereon from September 30, 2022, through, but excluding, January 17, 2023 in accordance with the terms of the indenture governing the 2023 Notes. The redemption was completed on January 17, 2023. The Company funded the redemption of the 2023 Notes with loans obtained under the Credit Facility.

2028 Notes

On November 9, 2021, the Company entered into an underwriting agreement, by and between the Company and Oppenheimer & Co. Inc., as representative of the several underwriters, in connection with the issuance and sale (the “Offering”) of $57,500,000 (including the underwriters’ option to purchase up to $7,500,000 aggregate principal amount) in aggregate principal amount of its 5.25% Notes that mature on November 1, 2028 (the “2028 Notes” or the “Notes”). The Offering occurred on November 15, 2021, pursuant to the Company’s effective shelf registration statement on Form N-2 previously filed with the SEC. Effective November 16, 2021, the 2028 Notes began trading on the NASDAQ Global Market under the trading symbol “PFXNZ.”

On November 15, 2021, the Company and U.S. Bank National Association, as trustee, entered into a Fourth Supplemental Indenture to its base Indenture, dated February 7, 2012, between the Company and the Trustee. The Fourth Supplemental Indenture relates to the Offering of the 2028 Notes.

2028 Promissory Note

On May 2, 2024, the Company issued a 5.25% note due November 1, 2028 in the principal amount of $1,661,498 to National Security Insurance Company (the “2028 Promissory Note”). The financial terms of the note are substantially the same as the 2028 Notes.

Fair Value of Debt Obligations

The fair values of our debt obligations are determined in accordance with ASC 820, which defines fair value in terms of the price that would be paid to transfer a liability in an orderly transaction between market participants at the measurement date under current market conditions. The fair value of the 2028 Notes, which are publicly traded, is based upon closing market quotes as of the measurement date. As of June 30, 2024 and September 30, 2023, the Notes are deemed to be Level 1 in the fair value hierarchy, as defined in Note 4. As of June 30, 2024 and September 30, 2023, the 2028 Promissory Note is deemed to be Level 3 in the fair value hierarchy, as defined in Note 4. As of June 30, 2024 and September 30, 2023, the Credit Facility is deemed to be Level 3 in the fair value hierarchy, as defined in Note 4.

Debt issuance costs related to the 2028 Notes are reported on the Consolidated Statements of Assets and Liabilities as a direct deduction from the face amount of and the 2028 Notes. As of June 30, 2024 and September 30, 2023, debt issuance costs related to the 2023 Notes and the 2028 Notes were as follows (dollars in thousands):

	For the nine months ended						For the year ended
	June 30, 2024						September 30, 2023
	2023 Notes		2028 Notes		Total		2023 Notes		2028 Notes		Total
Total debt issuance costs at beginning of period	$	-	$	1,689	$	1,689	$	39	$	2,020	$	2,059
Amortized debt issuance costs		-		249		249		39		331		370
Unamortized debt issuance costs	$	-	$	1,440	$	1,440	$	-	$	1,689	$	1,689

For the three and nine months ended June 30, 2024 and 2023, the components of interest expense, amortized debt issuance costs, amortized deferred financing costs, weighted average stated interest rate and weighted average outstanding debt balance for the 2023 Notes, the 2028 Notes and the Credit Facility were as follows (dollars in thousands):

	For the Three Months Ended June 30,						For the Nine Months Ended June 30,
	2024			2023			2024			2023
2023 Notes Interest	$	-		$	-			-		$	820
2028 Notes Interest		756			772			2,264			1,894
Credit facility interest		739			477			1,930			830
Commitment fees		17			-			48			-
Amortization of Credit Facility deferred financing costs		127			83			340			199
Amortization of debt issuance costs		83			83			249			287
Total	$	1,722		$	1,415			4,831		$	4,030
Weighted average stated interest rate		6.4	%		6.0	%		6.3	%		5.8	%
Weighted average debt outstanding	$	94,127		$	83,061		$	88,660		$	81,227

- Definition

The entire disclosure for information about short-term and long-term debt arrangements, which includes amounts of borrowings under each line of credit, note payable, commercial paper issue, bonds indenture, debenture issue, own-share lending arrangements and any other contractual agreement to repay funds, and about the underlying arrangements, rationale for a classification as long-term, including repayment terms, interest rates, collateral provided, restrictions on use of assets and activities, whether or not in compliance with debt covenants, and other matters important to users of the financial statements, such as the effects of refinancing and noncompliance with debt covenants.

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+ Details

Cover - shares	9 Months Ended
Cover - shares	Jun. 30, 2024	Aug. 06, 2024
Document Information [Line Items]
Document Type	10-Q
Document Quarterly Report	true
Document Transition Report	false
Entity Interactive Data Current	Yes
Amendment Flag	false
Document Period End Date	Jun. 30, 2024
Document Fiscal Year Focus	2024
Document Fiscal Period Focus	Q3
Entity Information [Line Items]
Entity Registrant Name	PHENIXFIN CORPORATION
Entity Central Index Key	0001490349
Securities Act File Number	1-35040
Entity Tax Identification Number	27-4576073
Entity Incorporation, State or Country Code	DE
Current Fiscal Year End Date	--09-30
Entity Current Reporting Status	Yes
Entity Shell Company	false
Entity Filer Category	Non-accelerated Filer
Entity Small Business	false
Entity Emerging Growth Company	false
Entity Contact Personnel [Line Items]
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
Entity Phone Fax Numbers [Line Items]
City Area Code	(212)
Local Phone Number	859-0390
Entity Listings [Line Items]
Entity Common Stock, Shares Outstanding		2,019,778
Common Stock, par value $0.001 per share
Entity Listings [Line Items]
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
Entity Listings [Line Items]
Title of 12(b) Security	5.25% Notes due 2028
Trading Symbol	PFXNZ
Security Exchange Name	NASDAQ

Fair Value Measurements (Details) - USD ($)		9 Months Ended
Fair Value Measurements (Details) - USD ($)	Sep. 30, 2017	Jun. 30, 2024	Jun. 30, 2023	Sep. 30, 2023
Fair Value Measurements [Line Items]
Net change in unrealized gain (loss)		$ 2,100,000	$ 7,400,000
Membership interest percentage	5.00%
Aggregate fair value	$ 2,400,000
Contingent consideration value		$ 0		$ 0
Lydell Jewelry Design Studio, LLC [Member]
Fair Value Measurements [Line Items]
Membership interest percentage	3.80%

Borrowings (Details) - Schedule of Debt Issuance Cost - Level 3 [Member] - USD ($) $ in Thousands	9 Months Ended	12 Months Ended
	Jun. 30, 2024	Sep. 30, 2023
Schedule of Consolidated Statements of Assets and Liabilities [Line Items]
Total debt issuance costs at beginning of period	$ 1,689	$ 2,059
Amortized debt issuance costs	249	370
Unamortized debt issuance costs	1,440	1,689
2023 Notes [Member]
Schedule of Consolidated Statements of Assets and Liabilities [Line Items]
Total debt issuance costs at beginning of period		39
Amortized debt issuance costs		39
Unamortized debt issuance costs
2028 Notes [Member]
Schedule of Consolidated Statements of Assets and Liabilities [Line Items]
Total debt issuance costs at beginning of period	1,689	2,020
Amortized debt issuance costs	249	331
Unamortized debt issuance costs	$ 1,440	$ 1,689

Subsequent Events (Details) $ in Millions	9 Months Ended
Subsequent Events (Details) $ in Millions	Jun. 30, 2024 USD ($)
Minimum [Member]
Subsequent Event [Line Items]
Credit facility	$ 25.0
Maximum [Member]
Subsequent Event [Line Items]
Credit facility	$ 87.5

Consolidated Statements of Operations (Unaudited) (Parentheticals) - $ / shares	3 Months Ended		9 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Income Statement [Abstract]
Weighted average diluted earnings per common share	$ 1.29	$ 4.26	$ 6.11	$ 9.34
Weighted average common shares outstanding - diluted	2,019,786	2,090,691	2,047,127	2,095,591

- Definition

The amount of net income (loss) for the period available to each share of common stock or common unit outstanding during the reporting period and to each share or unit that would have been outstanding assuming the issuance of common shares or units for all dilutive potential common shares or units outstanding during the reporting period.

+ References

+ Details

Financial Highlights (Details) - Schedule of Financial Highlights - USD ($)

9 Months Ended

Jun. 30, 2024

Jun. 30, 2023

Investment Company, Financial Highlights [Line Items]

Net Asset Value per share at Beginning of Period

$ 70.75

$ 57.49

Results of Operations:

Net Investment Income/(Loss)

2.08

2.22

Net Realized Gain/(Loss) on Investments

3.49

(1.02)

Net Unrealized Gain/(Loss) on Investments

0.54

8.14

Net Increase (Decrease) in Net Assets Resulting from Operations

6.11

9.34

Capital Share Transactions

Distributions declared

(1.31)

Repurchase of common stock under stock repurchase program

^[1]

0.8

0.18

Net Increase (Decrease) Resulting from Capital Share Transactions

(0.51)

0.18

Net Asset Value per share at End of Period

$ 76.35

$ 67.01

Net Assets at End of Period (in Dollars)

$ 154,203,403

$ 139,954,664

Shares Outstanding at End of Period (in Shares)

2,019,778

2,088,589

Per share market value at end of period

$ 46.77

$ 38

Total return based on market value

^[2]

26.86%

8.94%

Total return based on net asset value

^[3]

6.91%

16.56%

Portfolio turnover rate

37.90%

20.33%

Ratio of net investment/(loss) income to average net assets after waivers, discounts and reimbursements

^[4]

3.76%

4.94%

Ratio of total expenses to average net assets

^[4]

10.90%

10.45%

Percentage of non-recurring fee income

^[5]

2.73%

2.35%

Average debt outstanding (in Shares)

^[6]

88,660,220

81,227,306

Average debt outstanding per weighted average common share

$ 43.31

$ 38.85

Asset coverage ratio per unit (in Dollars)

^[7]

$ 2,778

$ 2,632

Credit Facility (in Dollars)

^[8]

27,572,953

28,241,941

2028 Notes [Member]

Capital Share Transactions

2028 Notes (in Dollars)

^[8]

57,500,000

2028 Promissory Note [Member]

Capital Share Transactions

2028 Promissory Note (in Dollars)

^[8]

$ 1,661,498

[1]	The amount shown at this caption is the balancing amount derived from the other figures in the schedule. The amount shown at this caption for a share outstanding throughout the period may not agree with the repurchase of common stock because of the timing of repurchase of the Company’s shares.
[2]	Total return is historical and assumes changes in share price, reinvestments of all dividends and distributions at prices obtained under the Company’s dividend reinvestment plan, and no sales charge for the period. Calculation is not annualized.
[3]	Total return is historical and assumes changes in NAV, reinvestments of all dividends at prices obtained under the Company's dividend reinvestment plan, and no sales charges for the period. Calculation is not annualized.
[4]	Ratios are annualized during interim periods.
[5]	Represents the impact of the non-recurring fees as a percentage of total investment income.
[6]	Based on daily weighted average carrying value of debt outstanding during the period.
[7]	Asset coverage per unit is the ratio of the carrying value of our total consolidated assets, less all liabilities and indebtedness not represented by senior securities, to the aggregate amount of senior securities representing indebtedness. Asset coverage per unit is expressed in terms of dollar amounts per $1,000 of indebtedness. As of June 30, 2024, the Company’s asset coverage was 277.8% after giving effect to leverage and therefore the Company’s asset coverage was above 200%, the minimum asset coverage requirement under the 1940 Act.
[8]	Total amount of each class of senior securities outstanding at the end of the period excluding debt issuance costs.

Insider Trading Arrangements	3 Months Ended
Insider Trading Arrangements	Jun. 30, 2024
Trading Arrangements, by Individual
Rule 10b5-1 Arrangement Adopted	false
Non-Rule 10b5-1 Arrangement Adopted	false
Rule 10b5-1 Arrangement Terminated	false
Non-Rule 10b5-1 Arrangement Terminated	false

Directors Fees

9 Months Ended

Jun. 30, 2024

Directors Fees [Abstract]

Directors Fees

Note 10. Directors Fees

For each of calendar years 2021 and 2022, the Company’s independent directors each received an annual fee of $100,000. In addition, the lead independent director received an annual retainer of $30,000; the chair of the Audit Committee received an annual retainer of $25,000, and each of its other members received an annual retainer of $12,500; and the chairs of the Nominating and Corporate Governance Committee and of the Compensation Committee each received an annual retainer of $15,000 and each of the other members of these committees received annual retainers of $8,000. The Company’s independent directors also received a fee of $3,000 for each board meeting and $2,500 for each committee meeting that they attended.

From January 1, 2023 through April 30, 2023, the independent directors were subject to the foregoing fee structure. Effective May 1, 2023, the structure was modified such that each of the Company’s independent directors receives an annual fee of $150,000. In addition, the lead independent director receives an annual retainer of $30,000; the chair of the Audit Committee receives an annual retainer of $25,000, and each of its other members receives an annual retainer of $12,500; and the chairs of the Nominating and Corporate Governance Committee and of the Compensation Committee each receives an annual retainer of $15,000 and each of the other members of these committees receives annual retainers of $8,000. The Company’s independent directors no longer receive fees for each board and committee meeting that they attend.

No board service compensation is paid to directors who are “interested persons” of the Company (as such term is defined in the 1940 Act). For the three and nine months ended June 30, 2024, the Company recognized $0.2 million and $0.6 million for directors’ fees expense, respectively. For the three and nine months ended June 30, 2023, the Company recognized $0.2 million and $0.5 million for directors’ fees expense, respectively.

Fair Value Measurements (Tables)

9 Months Ended

Jun. 30, 2024

Fair Value Measurements [Abstract]

Schedule of Fair Value Measurements of Our Investments

The following table presents the fair value measurements of our investments, by major class according to the fair value hierarchy, as of June 30, 2024 (dollars in thousands):

	Fair Value Hierarchy as of June 30, 2024
Investments:	Level 1		Level 2		Level 3		Total
Senior Secured First Lien Term Loans	$	-	$	45,955	$	71,245	$	117,200
Senior Secured Notes		-		12,607		10,422		23,029
Equity/Warrants		32,927		-		59,718		92,645
Total	$	32,927	$	58,562	$	141,385	$	232,874
Investments measured at net asset value⁽¹⁾								807
Total Investments, at fair value							$	233,681

(1)

Certain investments that are measured at fair value using NAV have not been categorized in the fair value hierarchy. The fair value amounts presented in the table are intended to permit reconciliation of the fair value hierarchy to the amount presented in the Consolidated Statements of Assets and Liabilities.

The following table presents the fair value measurements of our investments, by major class according to the fair value hierarchy, as of September 30, 2023 (dollars in thousands):

	Fair Value Hierarchy as of September 30, 2023
Investments:	Level 1		Level 2		Level 3		Total
Senior Secured First Lien Term Loans	$	-	$	20,505	$	82,499	$	103,004
Senior Secured Notes		-		8,922		-		8,922
Equity/Warrants		24,709		6,217		82,817		113,743
Total	$	24,709	$	35,644	$	165,316	$	225,669
Investments measured at net asset value(1)								792
Total Investments, at fair value							$	226,461

(1)

Schedule of Reconciliation of the Beginning and Ending Balances for Investments that Use Level 3 Inputs

The following table provides a reconciliation of the beginning and ending balances for investments that use Level 3 inputs for the nine months ended June 30, 2024 (dollars in thousands):

	Senior Secured First Lien Term Loans			Senior Secured Notes			Equities/ Warrants			Total
Balance as of September 30, 2023	$	82,499		$	-		$	82,817		$	165,316
Purchases and other adjustments to cost		28,457			34,000			42,293			104,750
Sales (including repayments or maturities)		(29,587	)		(23,578	)		(57,701	)		(110,866	)
Net realized gains/(losses) from investments		(8,785	)		-			15,747			6,962
Net unrealized gains/(losses)		22,220			-			(23,438	)		(1,218	)
Transfer in/(out)		(23,559	)		-			-			(23,559	)
Balance as of June 30, 2024	$	71,245		$	10,422		$	59,718		$	141,385

The following table provides a reconciliation of the beginning and ending balances for investments that use Level 3 inputs for the nine months ended June 30, 2023 (dollars in thousands):

	Senior Secured First Lien Term Loans			Senior Secured Second Lien Term Loans			Unsecured Debt			Equities/ Warrants			Fund Investment			Total
Balance as of September 30, 2022	$	74,252		$	2,607		$	-		$	69,816		$	-		$	146,675
Purchases and other adjustments to cost		22,722			-			-			17,883			1,027			41,632
Sales (including repayments or maturities)		(7,256	)		(2,607	)		(30	)		(23,858	)		-			(33,751	)
Net realized gains/(losses) from investments		105			5			1			(927	)		-			(816	)
Net unrealized gains/(losses)		(3,698	)		(5	)		190			13,055			(65	)		9,477
Transfer in/(out)		-			-			-			-			-			-
Balance as of June 30, 2023	$	86,125		$	-		$	161		$	75,969		$	962		$	163,217

Schedule of Quantitative Information About Level 3 Fair Value Measurements of Our Investments

The following table presents the quantitative information about Level 3 fair value measurements of our investments, as of June 30, 2024 (dollars in thousands):

Fair Value

Valuation
Methodology

Unobservable
Input

Range
(Weighted Average)

Impact to
Valuation From
An Increase In
Input

Senior Secured First Lien Term Loans

59,588

Income Approach

Market Yield

3.3% - 42.5% (16.9%)

Decrease

Senior Secured First Lien Term Loans

7,062

Recent Purchase

Purchase Price

N/A

Senior Secured First Lien Term Loans

4,245

Market Approach

EBITDA Multiple

3.3x - 8.3x (4.7x)

Increase

Senior Secured First Lien Term Loans

350

Cost Approach

Collateral Value

N/A

Senior Secured Notes

10,422

Recent Purchase

Purchase Price

N/A

Equity/Warrants

34,708

Cost Approach

Collateral Value

N/A

Equity/Warrants

24,812

Market Approach

EBITDA Multiple

1.0x - 10.8x (8.7x)

Increase

Equity/Warrants

100

Recent Purchase

Purchase Price

N/A

Equity/Warrants

Income Approach

DLOM (Discount for lack of Marketability)

26.0%-31.0% (28.5%)

Decrease

Total

141,385

The following table presents the quantitative information about Level 3 fair value measurements of our investments, as of September 30, 2023 (dollars in thousands):

Fair Value

Valuation Methodology

Unobservable Input

Range
(Weighted Average)

Impact to
Valuation From
An Increase In
Input

Senior Secured First Lien Term Loans

69,943

Income Approach

Market Yield

8.50% - 32.0% (13.78%)

Decrease

Senior Secured First Lien Term Loans

751

Market Approach

Revenue Multiple

0.3x - 0.3x (0.3x)

Increase

Senior Secured First Lien Term Loans

10,939

Market Approach

EBITDA Multiple

1.7x - 5.0x (3.1x)

Increase

Senior Secured First Lien Term Loans

866

Market Approach

LTM EBITDA Multiple

5.8x - 6.8x (6.3x)

Increase

Equity/Warrants

38,870

Cost Approach

Collateral Value

N/A

Equity/Warrants

11,734

Market Approach

LTM Multiple

5.8x - 6.8x (6.3x)

Increase

Equity/Warrants

22,007

Market Approach

EBITDA Multiple

1.8x - 36.8x (2.8x)

Increase

Equity/Warrants

10,000

Recent Purchase

Purchase Price

N/A

Equity/Warrants

206

Income Approach

DLOM (Discount for lack of Marketability)

3.0x - 3.2x (3.1x)

Decrease

Total

165,316

- Definition

Tabular disclosure of the fair value measurement of assets using significant unobservable inputs (Level 3), a reconciliation of the beginning and ending balances, separately presenting changes during the period attributable to the following: (1) total gains or losses for the period (realized and unrealized), segregating those gains or losses included in earnings (or changes in net assets) and gains or losses recognized in other comprehensive income (loss), and a description of where those gains or losses included in earnings (or changes in net assets) are reported in the statement of income (or activities); (2) purchases, sales, issues, and settlements (each type disclosed separately); and (3) transfers in and transfers out of Level 3 (for example, transfers due to changes in the observability of significant inputs), by class of asset.

+ References + Details

N-2 - $ / shares

9 Months Ended

Jun. 30, 2024

Sep. 30, 2023

Jun. 30, 2023

Sep. 30, 2022

Cover [Abstract]

Entity Central Index Key

0001490349

Amendment Flag

false

Securities Act File Number

1-35040

Document Type

10-Q

Entity Registrant Name

PHENIXFIN CORPORATION

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

Entity Address, Postal Zip Code

10022

City Area Code

(212)

Local Phone Number

859-0390

Entity Emerging Growth Company

false

General Description of Registrant [Abstract]

Risk Factors [Table Text Block]

Item 1A. Risk Factors

In addition to other information set forth in this report, you should carefully consider the “Risk Factors” discussed in our annual report on Form 10-K for the fiscal year ended September 30, 2023, filed with the SEC on December 22, 2023, which could materially affect our business, financial condition and/or operating results. Other than the items disclosed below, there have been no material changes during the three and nine months ended June 30, 2024 to the risk factors discussed in “Item 1A. Risk Factors” of our annual report on Form 10-K. Additional risks or uncertainties not currently known to us or that we currently deem to be immaterial also may materially affect our business, financial condition and/or operating results.

Risks Related to Our Business

We have internalized our operating structure, including our management and investment functions, with the expectation that we will be able to operate more efficiently with lower costs, but this may not be the case.

On November 18, 2020, the board of directors approved adoption of an internalized management structure, which we have operated under effective January 1, 2021. There can be no assurances that internalizing our management structure will be and remain beneficial to us and our stockholders, as we may incur the costs and experience the risks discussed below, and we may not be able to effectively replicate the services previously provided to us by our former investment adviser and administrator.

While we no longer bear the costs of the various fees and expenses we previously paid under the investment management and administration agreements with our previous adviser and administrator, we have other significant direct expenses. These include general and administrative costs, legal, accounting and other governance expenses and costs and expenses related to managing our portfolio. Certain of these costs may be greater during the early stages of the transition process. We also incur the compensation and benefits costs of our officers and other employees and consultants. In addition, we may be subject to potential liabilities commonly faced by employers, such as workers disability and compensation claims, potential labor disputes and other employee-related liabilities and grievances.

We may also experience operational disruptions resulting from the transition from external to internal management, and we could fail to effectively manage our internalization over the longer term, all of which could adversely affect our performance.

If the expenses we incur as an internally-managed company are higher than the expenses we would have paid and/or reimbursed under the externally-managed structure, our earnings per share may be lower and our share value could suffer.

As an internally managed BDC, we are dependent upon our management team and other professionals, and if we are not able to hire and retain qualified personnel, we will not realize the anticipated benefits of the internalization.

Our ability to achieve our investment objectives and to make distributions to our stockholders depends upon the performance of our management team and professionals. We may experience difficulty identifying, engaging and retaining management, investment and general and administrative personnel with the necessary expertise and credit-related investment experience. As an internally managed BDC, our ability to offer more competitive and flexible compensation structures, such as offering both a profit-sharing plan and an equity incentive plan, is subject to the limitations imposed by the 1940 Act, which could limit our ability to attract and retain talented investment management professionals.

If we are unable to attract and retain highly talented professionals for the internal management of our Company, we will not realize the anticipated benefits of the internalization, and the results of our operation could deteriorate.

We may suffer credit and capital losses.

Private debt in the form of secured loans to corporate and asset-based borrowers is highly speculative and involves a high degree of risk of credit loss, and therefore an investment in our securities may not be suitable for someone with a low tolerance for risk. These risks are likely to increase during an economic recession, such as the economic recession or downturn that the United States and many other countries have recently experienced or are experiencing.

Because we use borrowed funds to make investments or fund our business operations, we are exposed to risks typically associated with leverage which increase the risk of investing in us.

We have borrowed funds, including through the issuance of $57.5 million in aggregate principal amount of 5.25% unsecured notes due November 1, 2028 (the “Notes” or the “2028 Notes”) to leverage our capital structure, which is generally considered a speculative investment technique. In addition, on December 15, 2022, the Company entered into a 3-year $50.0 million revolving credit facility (the “Credit Facility”) with Woodforest Bank, N.A. (“Woodforest”), Valley National Bank, and Axiom Bank, (collectively, the “Lenders”), which was amended on February 21, 2024 to increase the principal amount of loan available under the Credit Facility by $12.5 million to $62.5 million. As a result:

	●	our common stock may be exposed to an increased risk of loss because a decrease in the value of our investments may have a greater negative impact on the value of our common stock than if we did not use leverage;

	●	if we do not appropriately match the assets and liabilities of our business, adverse changes in interest rates could reduce or eliminate the incremental income we make with the proceeds of any leverage;

	●	our ability to pay distributions on our common stock may be restricted if our asset coverage ratio with respect to each of our outstanding senior securities representing indebtedness and our outstanding preferred shares, as defined by the 1940 Act, is not at least 200% and any amounts used to service indebtedness or preferred stock would not be available for such distributions;

	●	any credit facility to which we became a party may be subject to periodic renewal by our lenders, whose continued participation cannot be guaranteed;

	●	any credit facility to which we became a party may contain covenants restricting our operating flexibility;

	●	we, and indirectly our stockholders, bear the cost of issuing and paying interest or dividends on such securities; and

	●	any convertible or exchangeable securities that we issue may have rights, preferences and privileges more favorable than those of our common shares.

Under the provisions of the 1940 Act, we are permitted, as a BDC, to issue debt securities or preferred stock and/or borrow money from banks and other financial institutions, which we collectively refer to as “senior securities”, only in amounts such that our asset coverage ratio equals at least 200% (or 150% if, pursuant to the 1940 Act, certain requirements are met) after each issuance of senior securities.

For a discussion of the terms of the Notes, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations - Financial Condition, Liquidity and Capital Resources.”

As of June 30, 2024, the Company’s asset coverage was 277.8% after giving effect to leverage and therefore the Company’s asset coverage is above 200%, the minimum asset coverage requirement under the 1940 Act.

The lack of liquidity in our investments may adversely affect our business.

We anticipate that our investments generally will be made in private companies. Substantially all of these securities will be subject to legal and other restrictions on resale or will be otherwise less liquid than publicly traded securities. The illiquidity of our investments may make it difficult for us to sell such investments if the need arises. In addition, if we are required to liquidate all or a portion of our portfolio quickly, we may realize significantly less than the value at which we had previously recorded our investments. In addition, we may face other restrictions on our ability to liquidate an investment in a portfolio company to the extent that we have material non-public information regarding such portfolio company.

A substantial portion of our portfolio investments will be recorded at fair value as determined in good faith by our valuation designee under the oversight of our board of directors and, as a result, there may be uncertainty regarding the value of our portfolio investments.

The debt and equity securities in which we invest for which market quotations are not readily available will be valued at fair value as determined in good faith by our Chief Financial Officer, the Company’s valuation designee, under the oversight of our board of directors. Most of our investments (other than cash and cash equivalents) will be classified as Level 3 under Accounting Standards Codification Topic 820 - Fair Value Measurements and Disclosures. This means that our portfolio valuations will be based on unobservable inputs and our own assumptions about how market participants would price the asset or liability in question. We expect that inputs into the determination of fair value of our portfolio investments will require significant management judgment or estimation. Even if observable market data are available, such information may be the result of consensus pricing information or broker quotes, which include a disclaimer that the broker would not be held to such a price in an actual transaction. The non-binding nature of consensus pricing and/or quotes accompanied by disclaimers materially reduces the reliability of such information. We have retained the services of independent valuation firms to review the valuation of various loans and securities. The types of factors that we may take into account in determining the fair value of our investments generally include, as appropriate, comparison to publicly traded securities including such factors as yield, maturity and measures of credit quality, the enterprise value of a portfolio company, the nature and realizable value of any collateral, the portfolio company’s ability to make payments and its earnings and discounted cash flow, the markets in which the portfolio company does business and other relevant factors. Because such valuations, and particularly valuations of private securities and private companies, are inherently uncertain, may fluctuate over short periods of time and may be based on estimates, our determinations of fair value may differ materially from the values that would have been used if a ready market for these loans and securities existed. Our NAV could be adversely affected if our determinations regarding the fair value of our investments were materially higher or lower than the values that we ultimately realize upon the disposal of such loans and securities.

We are a non-diversified investment company within the meaning of the 1940 Act, and therefore we are not limited with respect to the proportion of our assets that may be invested in securities of a single issuer.

We are classified as a non-diversified investment company within the meaning of the 1940 Act, which means that we are not limited by the 1940 Act with respect to the proportion of our assets that we may invest in securities of a single issuer. We also have not adopted any policy restricting the percentage of our assets that may be invested in a single portfolio company. To the extent that we assume large positions in the securities of a small number of issuers, our NAV may fluctuate to a greater extent than that of a diversified investment company as a result of changes in the financial condition or the market’s assessment of the issuer. We may also be more susceptible to any single economic or regulatory occurrence than a diversified investment company. Beyond our income tax diversification requirements under Subchapter M of the Code, we do not have fixed guidelines for diversification, and our investments could be concentrated in relatively few portfolio companies. (Note our significant investment in our affiliate FlexFIN – see Risks Related to our Investments).

We are exposed to risks associated with changes in interest rates.

Interest rate fluctuations may have a substantial negative impact on our investments, the value of our common stock and our rate of return on invested capital. A reduction in the interest rates on new investments relative to interest rates on current investments could also have an adverse impact on our net interest income. Further increases in interest rates could decrease the value of any investments we hold which earn fixed interest rates and also could increase our interest expense, thereby decreasing our net income. Also, an increase in interest rates available to investors could make investment in our common stock less attractive if we are not able to increase our dividend rate, which could reduce the value of our common stock.

Loans under our Credit Facility and the financial credit we extend to our portfolio companies bear interest based on SOFR, but experience with SOFR based loans is limited.

Loans under our current Credit Facility bear interest at a rate based upon the Secured Overnight Financing Rate (SOFR) published by the Federal Reserve Bank of New York. Also, the secured terms loans that we make to our portfolio companies and the secured notes of our portfolio companies in which we invest bear interest at SOFR based rates. Previously, our credit facilities and our debt investments in portfolio companies bore interest at U.S dollar London Interbank Overnight (USD LIBOR) rates. ICE Benchmark Administration, the authorized and regulated administrator of LIBOR, ended publication of the one-week and two-month USD LIBOR tenors on December 31, 2021, and ended publication of the remaining USD LIBOR tenors on June 30, 2023. The Adjustable Interest Rate (LIBOR) Act (the “LIBOR Act”) was enacted in March 2022 to permit financing agreements that contain a LIBOR-based benchmark without adequate “fallback provisions” to be automatically replaced by a benchmark recommended by the Federal Reserve. In January 2023, the Federal Reserve adopted a final rule implementing the LIBOR Act that, among other things, identifies the applicable SOFR-based benchmark replacements under the LIBOR Act.

SOFR is considered to be a risk-free rate, and USD LIBOR was a risk weighted rate. Thus, SOFR tends to be a lower rate than USD LIBOR, because SOFR does not contain a risk component. This difference may negatively impact our net interest margin of our investments. Also, the use of SOFR based rates is relatively new, and experience with SOFR based rate loans is limited. There could be unanticipated difficulties or disruptions with the calculation and publication of SOFR based rates. This could result in increased borrowing costs for the Company or could adversely impact the interest income we receive from our portfolio companies or the market value of the financial obligations that are due to us from our portfolio companies.

Because we use debt to finance various investments, changes in interest rates will affect our cost of capital and net investment income.

Because we borrow money to make investments, our net investment income will depend, in part, upon the difference between the rate at which we borrow funds and the rate at which we invest those funds. As a result, we can offer no assurance that a significant change in market interest rates will not have a material adverse effect on our net investment income in the event we use our existing debt to finance our investments. In periods of rising interest rates, such as the current period we are in, our cost of funds will increase to the extent we access any credit facility with a floating interest rate, which could reduce our net investment income to the extent any debt investments have fixed interest rates. We expect that our long-term fixed-rate investments will be financed primarily with issuances of equity and long-term debt securities. We may use interest rate risk management techniques in an effort to limit our exposure to interest rate fluctuations. Such techniques may include various interest rate hedging activities to the extent permitted by the 1940 Act.

You should also be aware that, to the extent we make floating debt investments, a rise in the general level of interest rates typically leads to higher interest rates applicable to our debt investments.

If our investments are not managed effectively, we may be unable to achieve our investment objective.

Our ability to achieve our investment objective will depend on our ability to manage our business, which will depend on the internalized management team. Accomplishing this result is largely a function of the internalized management team’s ability to provide quality and efficient services to us. They may also be required to provide managerial assistance to our portfolio companies. These demands on their time may distract them or slow our rate of investment. Any failure to manage our business effectively could have a material adverse effect on our business, financial condition and results of operations.

We may experience fluctuations in our periodic operating results.

We could experience fluctuations in our periodic operating results due to a number of factors, including the interest rates payable on the debt securities we acquire, the default rate on such securities, the performance of our portfolio companies, the level of our expenses (including the interest rates payable on our borrowings), the dividend rates payable on preferred stock we issue, variations in and the timing of the recognition of realized and unrealized gains or losses, the degree to which we encounter competition in our markets and general economic conditions. As a result of these factors, results for any period should not be relied upon as being indicative of performance in future periods.

Any failure on our part to maintain our status as a BDC could reduce our operating flexibility.

If we fail to maintain our status as a BDC, we might be regulated as a closed-end investment company under the 1940 Act, which would subject us to substantially more onerous regulatory restrictions under the 1940 Act and correspondingly decrease our operating flexibility.

We may have difficulty paying required distributions if we recognize income before or without receiving cash representing such income.

For U.S. federal income tax purposes, we may include in income certain amounts that we have not yet received in cash, such as original issue discount, which may arise if we receive warrants in connection with the making of a loan or possibly in other circumstances, such as PIK interest, which represents contractual interest added to the loan balance and due at the end of the loan term. Such original issue discount, which could be significant relative to our overall investment activities, or increases in loan balances as a result of PIK arrangements are included in income before we receive any corresponding cash payments. We also may be required to include in income certain other amounts that we do not receive in cash.

Since in certain cases we may recognize income before or without receiving cash representing such income, we may have difficulty meeting the tax requirement to distribute at least 90% of our net ordinary income and realized net short-term capital gains in excess of realized net long-term capital losses, if any, to maintain our tax treatment as a RIC. Accordingly, we may have to sell some of our investments at times we would not consider advantageous, raise additional debt or equity capital or reduce new investment originations to meet these distribution requirements. If we are not able to raise cash from other sources, we may fail to qualify and maintain our tax treatment as a RIC and thus become subject to corporate-level U.S. federal income tax. See “Taxation as a RIC” and “Failure to Qualify as a RIC”.

We may not be able to pay distributions to our shareholders.

We cannot assure that we will achieve investment results that will allow us to pay cash distributions. Our ability to pay distributions might be adversely affected by, among other things, the impact of one or more of the risk factors described herein. In addition, the inability to satisfy the asset coverage test applicable to us as a BDC could limit our ability to pay distributions. As of June 30, 2024, the Company’s asset coverage was 277.8% after giving effect to leverage and therefore the Company’s asset coverage is above 200%, the minimum asset coverage requirement under the 1940 Act. All distributions will be paid at the discretion of our board of directors and will depend on our earnings, our financial condition, maintenance of our RIC tax treatment, compliance with applicable BDC regulations, and such other factors as our board of directors may deem relevant from time to time. We cannot assure you that we will pay distributions to our stockholders in the future.

The highly competitive market in which we operate may limit our investment opportunities.

A number of entities compete with us to make the types of investments that we make. We compete with other BDCs and investment funds (including public and private funds, commercial and investment banks, commercial financing companies, SBICs and, to the extent they provide an alternative form of financing, private equity funds). Additionally, because competition for investment opportunities generally has increased among alternative investment vehicles, such as hedge funds, those entities have begun to invest in areas in which they have not traditionally invested. As a result of these new entrants, competition for investment opportunities has intensified in recent years and may intensify further in the future. Some of our existing and potential competitors are substantially larger and have considerably greater financial, technical and marketing resources than we do. For example, some competitors may have a lower cost of funds and access to funding sources that are not available to us. In addition, some of our competitors may have higher risk tolerances or different risk assessments, which could allow them to consider a wider variety of investments and establish more relationships than us. Furthermore, many of our competitors are not subject to the regulatory restrictions and valuation requirements that the 1940 Act imposes on us as a BDC and the tax consequences of qualifying as a RIC. We cannot assure you that the competitive pressures we face will not have a material adverse effect on our business, financial condition and results of operations. Also, as a result of this existing and potentially increasing competition, we may not be able to take advantage of attractive investment opportunities from time to time, and we can offer no assurance that we will be able to identify and make investments that are consistent with our investment objective.

We do not seek to compete primarily based on the interest rates we offer, and we believe that some of our competitors make loans with interest rates that are comparable to or lower than the rates we offer. We may lose investment opportunities if we do not match our competitors’ pricing, terms and structure. If we match our competitors’ pricing, terms and structure, we may experience decreased net interest income and increased risk of credit loss. A significant part of our competitive advantage stems from the fact that the market for investments in mid-sized companies is underserved by traditional commercial banks and other financial institutions. A significant increase in the number and/or size of our competitors in this target market could force us to accept less attractive investment terms. Furthermore, many of our competitors have greater experience operating under the regulatory restrictions of the 1940 Act and under an internalized management structure.

In the event we make distributions, we would need additional capital to finance our growth and such capital may not be available on favorable terms or at all.

We have elected and intend to qualify annually to be taxed for U.S. federal income tax purposes as a RIC under Subchapter M of the Code. As a RIC, we must meet certain requirements, including source-of-income, asset diversification and distribution requirements in order to not have to pay corporate-level U.S. on income we distribute to our stockholders as distributions, which allows us to substantially reduce or eliminate our corporate-level U.S. federal income tax liability. As a BDC, we are generally required to meet a coverage ratio of total assets to total senior securities, which includes all of our borrowings and any preferred stock we may issue in the future, of at least 200% (or 150% if, pursuant to the 1940 Act, certain requirements are met) at the time we issue any debt or preferred stock. This requirement limits the amount of our leverage. Because we will continue to need capital to grow our investment portfolio, this limitation may prevent us from incurring debt or issuing preferred stock and require us to raise additional equity at a time when it may be disadvantageous to do so. We cannot assure you that debt and equity financing will be available to us on favorable terms, or at all, and debt financings may be restricted by the terms of any of our outstanding borrowings. In addition, as a BDC, we are generally not permitted to issue common stock priced below NAV without stockholder approval. If additional funds are not available to us, we could be forced to curtail or cease new lending and investment activities, and our NAV could decline.

Our board of directors may change our investment objective, operating policies and strategies without prior notice or stockholder approval.

Our board of directors has the authority to modify or waive certain of our operating policies and strategies without prior notice and without stockholder approval. However, absent stockholder approval, we may not change the nature of our business so as to cease to be, or withdraw our election as, a BDC. We cannot predict the effect any changes to our current operating policies and strategies would have on our business, operating results or value of our stock. Nevertheless, the effects could adversely affect our business and impact our ability to make distributions and cause you to lose all or part of your investment.

Because we borrow money, the potential for loss on amounts invested in us will be magnified and may increase the risk of investing in us.

Borrowings, also known as leverage, magnify the potential for loss on invested equity capital. If we use leverage to partially finance our investments, which we have done historically, you will experience increased risks of investing in our securities. We issued the Notes, entered into the Credit Facility, and may issue other debt securities or enter into other types of borrowing arrangements in the future. If the value of our assets decreases, leveraging would cause our NAV to decline more sharply than it otherwise would have had we not leveraged. Similarly, any decrease in our income would cause net income to decline more sharply than it would have had we not borrowed. Such a decline could negatively affect our ability to make common stock distributions or scheduled debt payments. Leverage is generally considered a speculative investment technique and we only intend to use leverage if expected returns will exceed the cost of borrowing.

As of June 30, 2024, there was $86.7 million of outstanding borrowings. The weighted average interest rate charged on our borrowings as of June 30, 2024 was 6.3% (exclusive of debt issuance costs). We will need to generate sufficient cash flow to make these required interest payments. If we are unable to meet the financial obligations under the Notes, the holders thereof will have the right to declare the principal amount and accrued and unpaid interest on the outstanding Notes to be due and payable immediately. If we are unable to meet the financial obligations under the Credit Facility or any other credit facility we enter into, the lenders thereunder would likely have a superior claim to our assets over our stockholders.

We are dependent on information systems and systems failures could significantly disrupt our business, which may, in turn, negatively affect the market price of our common stock and our ability to pay distributions.

Our business is dependent on our and third parties’ communications and information systems. Any failure or interruption of those systems, including as a result of the termination of an agreement with any third-party service providers, could cause delays or other problems in our activities. Our financial, accounting, data processing, backup or other operating systems and facilities may fail to operate properly or become disabled or damaged as a result of a number of factors including events that are wholly or partially beyond our control and adversely affect our business. There could be:

	●	sudden electrical or telecommunications outages;

	●	natural disasters such as earthquakes, tornadoes and hurricanes;

	●	disease pandemics (including the COVID-19 outbreak);

	●	events arising from local or larger scale political or social matters, including terrorist acts; and

	●	cyber-attacks.

These events, in turn, could have a material adverse effect on our operating results and negatively affect the market price of our common stock and our ability to pay distributions to our stockholders.

A failure of cybersecurity systems, as well as the occurrence of events unanticipated in our disaster recovery systems and management continuity planning could impair our ability to conduct business effectively.

The occurrence of a disaster, such as a cyber-attack against us or against a third-party that has access to our data or networks, a natural catastrophe, an industrial accident, failure of our disaster recovery systems, or consequential employee error, could have an adverse effect on our ability to communicate or conduct business, negatively impacting our operations and financial condition. This adverse effect can become particularly acute if those events affect our electronic data processing, transmission, storage, and retrieval systems, or impact the availability, integrity, or confidentiality of our data.

We depend heavily upon computer systems to perform necessary business functions. Despite our implementation of a variety of security measures, our computer systems, networks, and data, like those of other companies, could be subject to cyber-attacks and unauthorized access, use, alteration, or destruction, such as from physical and electronic break-ins or unauthorized tampering, malware and computer virus attacks, or system failures and disruptions. If one or more of these events occurs, it could potentially jeopardize the confidential, proprietary, and other information processed, stored in, and transmitted through our computer systems and networks. Such an attack could cause interruptions or malfunctions in our operations, which could result in financial losses, litigation, regulatory penalties, client dissatisfaction or loss, reputational damage, and increased costs associated with mitigation of damages and remediation.

Third parties with which we do business may also be sources of cybersecurity or other technological risks. We outsource certain functions and these relationships allow for the storage and processing of our information, as well as customer, counterparty, employee and borrower information. Cybersecurity failures or breaches our service providers (including, but not limited to, accountants, custodians, transfer agents and administrators), and the issuers of securities in which we invest, also have the ability to cause disruptions and impact business operations, potentially resulting in financial losses, interference with our ability to calculate its net asset value, impediments to trading, the inability of our stockholders to transact business, violations of applicable privacy and other laws, regulatory fines, penalties, reputation damages, reimbursement of other compensation costs, or additional compliance costs. While we engage in actions to reduce our exposure resulting from outsourcing, ongoing threats may result in unauthorized access, loss, exposure or destruction of data, or other cybersecurity incidents, with increased costs and other consequences, including those described above. In addition, substantial costs may be incurred in order to prevent any cyber incidents in the future.

Privacy and information security laws and regulation changes, and compliance with those changes, may result in cost increases due to system changes and the development of new administrative processes. In addition, we may be required to expend significant additional resources to modify our protective measures and to investigate and remediate vulnerabilities or other exposures arising from operational and security risks. We currently do not maintain insurance coverage relating to cybersecurity risks, and we may be required to expend significant additional resources to modify our protective measures or to investigate and remediate vulnerabilities or other exposures, and we may be subject to litigation and financial losses that are not fully insured.

Risks Related to Our Investments

We may not realize gains from our equity investments.

When we make a debt investment, we may acquire warrants or other equity securities as well. In addition, we may invest directly in the equity securities of portfolio companies. Our goal is ultimately to dispose of such equity interests and realize gains upon our disposition of such interests. However, the equity interests we receive may not appreciate in value and, in fact, may decline in value. Accordingly, we may not be able to realize gains from our equity interests, and any gains that we do realize on the disposition of any equity interests may not be sufficient to offset any other losses we experience.

Our investments are very risky and highly speculative.

We have invested primarily in senior secured first lien term loans and senior secured second lien term loans issued by private companies.

Senior Secured Loans There is a risk that the collateral securing our loans may decrease in value over time, may be difficult to sell in a timely manner, may be difficult to appraise and may fluctuate in value based upon the success of the business and market conditions, including as a result of the inability of the portfolio company to raise additional capital, and, in some circumstances, our lien could be subordinated to claims of other creditors. In addition, deterioration in a portfolio company’s financial condition and prospects, including its inability to raise additional capital, may be accompanied by deterioration in the value of the collateral for the loan. Consequently, the fact that a loan is secured does not guarantee that we will receive principal and interest payments according to the loan’s terms, or at all, or that we will be able to collect on the loan should we be forced to enforce our remedies.

Equity Investments When we invest in senior secured first lien term loans or senior secured second lien term loans, we may receive warrants or other equity securities as well. In addition, we may invest directly in the equity securities of portfolio companies. The warrants or equity interests we receive may not appreciate in value and, in fact, may decline in value. Accordingly, we may not be able to realize gains from our warrants or equity interests, and any gains that we do realize on the disposition of any warrants or equity interests may not be sufficient to offset any other losses we experience.

In addition, investing in private companies involves a number of significant risks. See “Our investments in private portfolio companies may be risky, and you could lose all or part of your investment” below.

Our investments in private portfolio companies may be risky, and you could lose all or part of your investment.

Investments in private companies involve a number of significant risks. Generally, little public information exists about these companies, and we are required to rely on the ability of our investment professionals to obtain adequate information to evaluate the potential returns from investing in these companies. If we are unable to uncover all material information about these companies, we may not make a fully informed investment decision, and we may lose money on our investments. Private companies may have limited financial resources and may be unable to meet their obligations under their debt securities that we hold, which may be accompanied by a deterioration in the value of any collateral and a reduction in the likelihood of our realizing any guarantees we may have obtained in connection with our investment. In addition, they typically have shorter operating histories, narrower product lines and smaller market shares than larger businesses, which tend to render them more vulnerable to competitors’ actions and market conditions, as well as general economic downturns. Additionally, private companies are more likely to depend on the management talents and efforts of a small group of persons; therefore, the death, disability, resignation or termination of one or more of these persons could have a material adverse impact on our portfolio company and, in turn, on us. Private companies also generally have less predictable operating results, may from time to time be parties to litigation, may be engaged in rapidly changing businesses with products subject to a substantial risk of obsolescence and may require substantial additional capital to support their operations, finance expansion or maintain their competitive position. In addition, our executive officers and directors may, in the ordinary course of business, be named as defendants in litigation arising from our investments in these types of companies.

We have invested primarily in secured debt issued by our portfolio companies. In the case of our senior secured first lien term loans, the portfolio companies usually have, or may be permitted to incur, other debt that ranks equally with the debt securities in which we invest. With respect to our senior secured second lien term loans, the portfolio companies usually have, or may be permitted to incur, other debt that ranks above or equally with the debt securities in which we invest. In the case of debt ranking above the senior secured second lien term loans in which we invest, we would be subordinate to such debt in the event of an insolvency, liquidation, dissolution, reorganization or bankruptcy of the relevant portfolio company and therefore the holders of debt instruments ranking senior to our investment in that portfolio company would typically be entitled to receive payment in full before we receive any distribution. In the case of debt ranking equally with debt securities in which we invest, we would have to share any distributions on an equal and ratable basis with other creditors holding such debt in the event of an insolvency, liquidation, dissolution, reorganization or bankruptcy of the relevant portfolio company.

Additionally, certain loans that we make to portfolio companies may be secured on a second priority basis by the same collateral securing senior secured debt of such companies. The first priority liens on the collateral will secure the portfolio company’s obligations under any outstanding senior debt and may secure certain other future debt that may be permitted to be incurred by the portfolio company under the agreements governing the loans. The holders of obligations secured by the first priority liens on the collateral will generally control the liquidation of, and be entitled to receive proceeds from, any realization of the collateral to repay their obligations in full before us. In addition, the value of the collateral in the event of liquidation will depend on market and economic conditions, the availability of buyers and other factors. There can be no assurance that the proceeds, if any, from the sale or sales of all of the collateral would be sufficient to satisfy the loan obligations secured by the second priority liens after payment in full of all obligations secured by the first priority liens on the collateral. If such proceeds are not sufficient to repay amounts outstanding under the loan obligations secured by the second priority liens, then we, to the extent not repaid from the proceeds of the sale of the collateral, will only have an unsecured claim against the portfolio company’s remaining assets, if any.

The rights we may have with respect to the collateral securing the loans we make to our portfolio companies with senior debt outstanding may also be limited pursuant to the terms of one or more intercreditor agreements that we enter into with the holders of senior debt. Under such an intercreditor agreement, at any time that obligations that have the benefit of the first priority liens are outstanding, any of the following actions that may be taken in respect of the collateral will be at the direction of the holders of the obligations secured by the first priority liens: (1) the ability to cause the commencement of enforcement proceedings against the collateral; (2) the ability to control the conduct of such proceedings; (3) the approval of amendments to collateral documents; (4) releases of liens on the collateral; and (5) waivers of past defaults under collateral documents. We may not have the ability to control or direct such actions, even if our rights are adversely affected.

Our portfolio companies may prepay loans, which prepayment may reduce stated yields if capital returned cannot be invested in transactions with equal or greater expected yields.

Our loans to portfolio companies are prepayable at any time, and most of them at no premium to par. It is uncertain as to when each loan may be prepaid. Whether a loan is prepaid will depend both on the continued positive performance of the portfolio company and the existence of favorable financing market conditions that allow such company the ability to replace existing financing with less expensive capital. As market conditions change frequently, it is unknown when, and if, this may be possible for each portfolio company. In the case of some of these loans, having the loan prepaid early may reduce the achievable yield for us below the stated yield to maturity contained herein if the capital returned cannot be invested in transactions with equal or greater expected yields.

Our failure to make follow-on investments in our portfolio companies could impair the value of our portfolio and our ability to make follow-on investments in certain portfolio companies may be restricted.

Following an initial investment in a portfolio company, provided that there are no restrictions imposed by the 1940 Act, we may make additional investments in that portfolio company as “follow-on” investments in order to: (1) increase or maintain in whole or in part our equity ownership percentage; (2) exercise warrants, options or convertible securities that were acquired in the original or subsequent financing; or (3) attempt to preserve or enhance the value of our initial investment.

We have the discretion to make any follow-on investments, subject to the availability of capital resources. We may elect not to make follow-on investments or otherwise lack sufficient funds to make those investments. Our failure to make follow-on investments may, in some circumstances, jeopardize the continued viability of a portfolio company and our initial investment, or may result in a missed opportunity for us to increase our participation in a successful operation. Even if we have sufficient capital to make a desired follow-on investment, we may elect not to make such follow-on investment because we may not want to increase our concentration of risk, because we prefer other opportunities, because we are inhibited by compliance with BDC requirements or because we might lose our RIC tax treatment. We also may be restricted from making follow-on investments in certain portfolio companies to the extent that affiliates of ours hold interests in such companies.

As of June 30, 2024, 14.1% of our total assets were invested in FlexFin, our affiliate’s asset-based lending business.

This significant exposure subjects our Company to various risks associated with such business (which are identified below) to a much greater extent than companies not similarly concentrated.

Client borrowers, particularly with respect to asset-based lending activities, may lack the operating history, cash flows or balance sheet necessary to support other financing options and may expose us to additional risk.

A portion of our loan portfolio consists, through FlexFIN, of asset-based lending involving gemstones. Some of these products arise out of relationships with clients who lack the operating history, cash flows or balance sheet necessary to qualify for other financing options. This could increase our risk of loss.

14.1% of the Company’s total assets (as of June 30, 2024) are invested in our affiliate’s asset-based lending business and its activities are influenced by volatility in prices of gemstones and jewelry.

Our affiliate’s asset-based lending business is impacted by volatility in gemstone and jewelry prices. Among the factors that can impact the price of gemstones and jewelry are supply and demand of gemstones; political, economic, and global financial events; movement of the U.S. dollar versus other currencies; and the activity of large speculators and other participants. A significant decline in market prices of gemstones could result in reduced collateral value and losses, (i.e., a lower balance of asset-based loans outstanding for the Company’s affiliate.)

The gemstones and jewelry business is subject to the risk of fraud and counterfeiting.

The gemstones business is exposed to the risk of loss as a result of fraud in its various forms. We seek to minimize our exposure to fraud through a number of means, including third-party authentication and verification and the establishment of procedures designed to detect fraud. However, there can be no assurance that we will be successful in preventing or identifying fraud, or in obtaining redress in the event such fraud is detected.

We may be subject to risks associated with our investments in unitranche loans.

Unitranche loans provide leverage levels comparable to a combination of first lien and second lien or subordinated loans, and may rank junior to other debt instruments issued by the portfolio company. Unitranche loans generally allow the borrower to make a large lump sum payment of principal at the end of the loan term, and there is a heightened risk of loss if the borrower is unable to pay the lump sum or refinance the amount owed at maturity. From the perspective of a lender, in addition to making a single loan, a unitranche loan may allow the lender to choose to participate in the “first out” tranche, which will generally receive priority with respect to payments of principal, interest and any other amounts due, or to choose to participate only in the “last out” tranche, which is generally paid only after the first out tranche is paid. We may participate in “first out” and “last out” tranches of unitranche loans and make single unitranche loans, and we may suffer losses on such loans if the borrower is unable to make required payments when due.

Covenant-Lite Loans may expose us to different risks, including with respect to liquidity, price volatility, ability to restructure loans, credit risks and less protective loan documentation, than is the case with loans that contain financial maintenance covenants.

A significant number of high yield loans in the market, may consist of covenant-lite loans, or “Covenant-Lite Loans.” A significant portion of the loans in which we may invest or get exposure to through our investments may be deemed to be Covenant-Lite Loans. Such loans do not require the borrower to maintain debt service or other financial ratios and do not include terms which allow the lender to monitor the performance of the borrower and declare a default if certain criteria are breached. Ownership of Covenant-Lite Loans may expose us to different risks, including with respect to liquidity, price volatility, ability to restructure loans, credit risks and less protective loan documentation, than is the case with loans that contain financial maintenance covenants.

As a BDC, our ability to invest in public companies and foreign companies is limited by the 1940 Act.

To maintain our tax treatment as a BDC, we are not permitted to acquire any assets other than “qualifying assets” specified in the 1940 Act unless, at the time the acquisition is made, at least 70% of our total assets are qualifying assets (with certain limited exceptions). Subject to certain exceptions for follow-on investments and distressed companies, an investment in an issuer that has outstanding securities listed on a national securities exchange may be treated as qualifying assets only if such issuer has a market capitalization that is less than $250 million at the time of such investment. In addition, we may invest up to 30% of our portfolio in opportunistic investments which will be intended to diversify or complement the remainder of our portfolio and to enhance our returns to stockholders. These investments may include private equity investments, securities of public companies that are broadly traded and securities of non-U.S. companies. We expect that these public companies generally will have debt securities that are non-investment grade.

Our investments in foreign securities may involve significant risks in addition to the risks inherent in U.S. investments.

Our investment strategy contemplates that a portion of our investments may be in securities of foreign companies. Investing in foreign companies may expose us to additional risks not typically associated with investing in U.S. companies. These risks include changes in exchange control regulations, political and social instability, expropriation, imposition of foreign taxes, less liquid markets and less available information than is generally the case in the United States, higher transaction costs, less government supervision of exchanges, brokers and issuers, less developed bankruptcy laws, difficulty in enforcing contractual obligations, lack of uniform accounting and auditing standards and greater price volatility.

Although it is anticipated that most of our investments will be denominated in U.S. dollars, our investments that are denominated in a foreign currency will be subject to the risk that the value of a particular currency may change in relation to the U.S. dollar. Among the factors that may affect currency values are trade balances, the level of short-term interest rates, differences in relative values of similar assets in different currencies, long-term opportunities for investment and capital appreciation and political developments. We may employ hedging techniques to minimize these risks, but we can offer no assurance that we will, in fact, hedge currency risk or, that if we do, such strategies will be effective. As a result, a change in currency exchange rates may adversely affect our profitability.

Hedging transactions may expose us to additional risks.

We may engage in currency or interest rate hedging transactions. If we engage in hedging transactions, we may expose ourselves to risks associated with such transactions. We may utilize instruments such as forward contracts, currency options and interest rate swaps, caps, collars and floors to seek to hedge against fluctuations in the relative values of our portfolio positions from changes in currency exchange rates and market interest rates. Hedging against a decline in the values of our portfolio positions does not eliminate the possibility of fluctuations in the values of such positions or prevent losses if the values of such positions decline. However, such hedging can establish other positions designed to gain from those same developments, thereby offsetting the decline in the value of such portfolio positions. Such hedging transaction may also limit the opportunity for gain if the values of the underlying portfolio positions should increase. Moreover, it may not be possible to hedge against an exchange rate or interest rate fluctuation that is so generally anticipated that we are not able to enter into a hedging transaction at an acceptable price.

While we may enter into transactions to seek to reduce currency exchange rate and interest rate risks, unanticipated changes in currency exchange rates or interest rates may result in poorer overall investment performance than if we had not engaged in any such hedging transactions. In addition, the degree of correlation between price movements of the instruments used in a hedging strategy and price movements in the portfolio positions being hedged may vary. Moreover, for a variety of reasons, we may not seek or be able to establish a perfect correlation between such hedging instruments and the portfolio holdings being hedged. Any such imperfect correlation may prevent us from achieving the intended hedge and expose us to risk of loss. In addition, it may not be possible to hedge fully or perfectly against currency fluctuations affecting the value of securities denominated in non-U.S. currencies because the value of those securities is likely to fluctuate as a result of factors not related to currency fluctuations.

The disposition of our investments may result in contingent liabilities.

We currently expect that a significant portion of our investments will involve lending directly to private companies. In connection with the disposition of an investment in private securities, we may be required to make representations about the business and financial affairs of the portfolio company typical of those made in connection with the sale of a business. We may also be required to indemnify the purchasers of such investment to the extent that any such representations turn out to be inaccurate or with respect to certain potential liabilities. These arrangements may result in contingent liabilities that ultimately yield funding obligations that must be satisfied through our return of certain distributions previously made to us.

If we invest in the securities and obligations of distressed and bankrupt issuers, we might not receive interest or other payments.

We may invest in the securities and obligations of distressed and bankrupt issuers, including debt obligations that are in covenant or payment default. Such investments generally are considered speculative. The repayment of defaulted obligations is subject to significant uncertainties. Defaulted obligations might be repaid only after lengthy workout or bankruptcy proceedings, during which the issuer of those obligations might not make any interest or other payments. We may not realize gains from our equity investments.

We are subject to risks associated with significant investments in one or more economic sectors and/or industries, including the business services sector, which includes our investment in our affiliate’s asset-based lending business.

At times, the Company may have a significant portion of its assets invested in securities of companies conducting business within one or more economic sectors and/or industries, including the Services: Business sector, which includes our investment in an asset-based lending business. Companies in the same sector or industry may be similarly affected by economic, regulatory, political or market events or conditions, which may make the Company more vulnerable to unfavorable developments in that sector or industry than companies that invest more broadly. Generally, the more broadly the Company invests, the more it spreads risk and potentially reduces the risks of loss and volatility.

As of June 30, 2024, investments in our affiliate’s asset-based lending business constituted 14.1% of our total assets. See above, under Item 1A for risk factors related to our investment in that business.

Risks Related to Our Operations as a BDC and a RIC

Regulations governing our operation as a BDC may limit our ability to, and the way in which we raise additional capital, which could have a material adverse impact on our liquidity, financial condition and results of operations.

Our business requires a substantial amount of capital to operate and grow. We may acquire additional capital from the issuance of senior securities (including debt and preferred stock), the issuance of additional shares of our common stock or from securitization transactions. However, we may not be able to raise additional capital in the future on favorable terms or at all. Additionally, we may only issue senior securities up to the maximum amount permitted by the 1940 Act. The 1940 Act permits us to issue senior securities only in amounts such that our asset coverage, as defined in the 1940 Act, equals at least 200% (or 150% if, pursuant to the 1940 Act, certain requirements are met) after such issuance or incurrence. If our assets decline in value and we fail to satisfy this test, we may be required to liquidate a portion of our investments and repay a portion of our indebtedness at a time when such sales or repayment may be disadvantageous, which could have a material adverse impact on our liquidity, financial condition and results of operations. As of June 30, 2024, the Company’s asset coverage was 277.8% after giving effect to leverage and therefore the Company’s asset coverage is above 200%, the minimum asset coverage requirement under the 1940 Act.

Changes in the laws or regulations governing our business, or changes in the interpretations thereof, and any failure by us to comply with these laws or regulations, could have a material adverse effect on our business, results of operations or financial condition.

Changes in the laws or regulations or the interpretations of the laws and regulations that govern BDCs, RICs or non-depository commercial lenders could significantly affect our operations and our cost of doing business. We are subject to federal, state and local laws and regulations and are subject to judicial and administrative decisions that affect our operations, including our loan originations, maximum interest rates, fees and other charges, disclosures to portfolio companies, the terms of secured transactions, collection and foreclosure procedures and other trade practices. If these laws, regulations or decisions change, or if we expand our business into jurisdictions that have adopted more stringent requirements than those in which we currently conduct business, we may have to incur significant expenses in order to comply, or we might have to restrict our operations. In addition, if we do not comply with applicable laws, regulations and decisions, we may lose licenses needed for the conduct of our business and may be subject to civil fines and criminal penalties.

As an internally managed BDC, we are subject to certain restrictions that may adversely affect our ability to offer certain compensation structures.

As an internally managed BDC, our ability to offer more competitive and flexible compensation structures, such as offering both a profit-sharing plan and an equity incentive plan, is subject to the limitations imposed by the 1940 Act, which limits our ability to attract and retain talented investment management professionals. As such, these limitations could inhibit our ability to grow, pursue our business plan and attract and retain professional talent, any or all of which may have a negative impact on our business, financial condition and results of operations.

As an internally managed BDC, we are dependent upon our management team and investment professionals for their time availability and for our future success, and if we are not able to hire and retain qualified personnel, or if we lose key members of our senior management team, our ability to implement our business strategy could be significantly harmed.

As an internally managed BDC, our ability to achieve our investment objectives and to make distributions to our stockholders depends upon the performance of our management team and investment professionals. We depend upon the members of our management and our investment professionals for the identification, final selection, structuring, closing and monitoring of our investments. These employees have critical industry experience and relationships on which we rely to implement our business plan. If we lose the services of key members of our senior management team, we may not be able to operate the business as we expect, and our ability to compete could be harmed, which could cause our operating results to suffer. We believe our future success will depend, in part, on our ability to identify, attract and retain sufficient numbers of highly skilled employees. If we do not succeed in identifying, attracting and retaining such personnel, we may not be able to operate our business as we expect. As an internally managed BDC, our compensation structure is determined and set by our Board of Directors and its Compensation Committee. This structure currently includes salary, bonus and incentive compensation. We are subject to limitations by the 1940 Act on our ability to employ an incentive compensation structure that directly ties performance of our investment portfolio and results of operations to incentive compensation. Members of our senior management team may receive offers of more flexible and attractive compensation arrangements from other companies, particularly from investment advisers to externally managed BDCs that are not subject to the same limitations on incentive-based compensation that we are subject to as an internally managed BDC. A departure by one or more members of our senior management team could have a negative impact on our business, financial condition and results of operations.

We have internalized our operating structure, including our management and investment functions; as a result, we may incur significant costs and face significant risks associated with being self-managed, including adverse effects on our business and financial condition.

Effective January 1, 2021, we operate under an internalized operating structure, including our management and investment functions. There can be no assurances that internalizing our operating structure will be beneficial to us and our stockholders, as we may incur the costs and risks discussed below and may not be able to effectively replicate or improve upon the services previously provided to us by our former investment adviser and administrator, MCC Advisors.

While we will no longer bear the costs of the various fees and expenses we previously paid to MCC Advisors under the Investment Advisory Agreement, our direct expenses will generally include general and administrative costs, including legal, accounting, and other expenses related to corporate governance, SEC reporting and compliance, as well as costs and expenses related to making and managing our investments. We will also now incur the compensation and benefits costs of our officers and other employees and consultants, and, subject to adherence to applicable law, we may issue equity or other incentive-based awards to our officers, employees and consultants, which awards may decrease net income and funds from our operations and may dilute our stockholders. We may also be subject to potential liabilities commonly faced by employers, such as workers disability and compensation claims, potential labor disputes and other employee-related liabilities and grievances.

In addition, if the expenses we assume as a result of our internalization are higher than the expenses we would have paid and/or reimbursed to MCC Advisors, our earnings per share may be lower as a result of our internalization than they otherwise would have been, potentially decreasing the amount of funds available to distribute to our stockholders and the value of our shares.

Further, an inability to effectively manage our internalization could result in our incurring excess costs and operating inefficiencies, and may divert our management’s attention from managing our investments.

All of these factors could have a material adverse effect on our results of operations, financial condition, and ability to pay distributions.

The impact of financial reform legislation on us is uncertain.

The Dodd-Frank Reform Act became effective on July 21, 2010. Many provisions of the Dodd-Frank Reform Act have delayed effective dates or have required extensive rulemaking by regulatory authorities. The upcoming presidential and congressional elections may cause uncertainty regarding the implementation of the Dodd-Frank Reform Act and other financial reform rulemaking. Given the uncertainty associated with the manner in which and whether the provisions of the Dodd-Frank Act will be implemented, repealed, amended, or replaced, the full impact such requirements will have on our business, results of operations or financial condition is unclear. The changes resulting from the Dodd-Frank Act or any changes to the regulations already implemented thereunder may require us to invest significant management attention and resources to evaluate and make necessary changes in order to comply with new statutory and regulatory requirements. Failure to comply with any such laws, regulations or principles, or changes thereto, may negatively impact our business, results of operations or financial condition. While we cannot predict what effect any changes in the laws or regulations or their interpretations would have on us as a result of recent financial reform legislation, these changes could be materially adverse to us and our stockholders.

We cannot predict how tax reform legislation will affect us, our investments, or our stockholders, and any such legislation could adversely affect our business.

Legislative or other actions relating to taxes could have a negative effect on us, our investments, or our stockholders. The rules dealing with U.S. federal income taxation are constantly under review by persons involved in the legislative process and by the IRS and the U.S. Department of the Treasury. We cannot predict with certainty how any changes in the tax laws might affect us, our stockholders, or our portfolio investments. New legislation and any U.S. Treasury regulations, administrative interpretations or court decisions interpreting such legislation could significantly and negatively affect our ability to qualify for tax treatment as a RIC or the U.S. federal income tax consequences to us and our stockholders of such qualification, or could have other adverse consequences. Stockholders are urged to consult with their tax advisors regarding tax legislative, regulatory, or administrative developments and proposals and their potential effect on an investment in our securities.

Legislation that became effective in 2018 may allow the Company to incur additional leverage, which could increase the risk of investing in the Company.

The 1940 Act generally prohibits the Company from incurring indebtedness unless immediately after such borrowing we have an asset coverage for total borrowings of at least 200% (i.e., the amount of debt may not exceed 50% of the value of our assets). However, in March 2018, the SBCA was signed into law, which included various changes to regulations under the federal securities laws that impact BDCs. The SBCA included changes to the 1940 Act to allow BDCs to decrease their asset coverage requirement from 200% to 150%, if certain requirements are met. Under the 1940 Act, the Company is allowed to increase its leverage capacity if our stockholders representing at least a majority of the votes cast, when a quorum is present, approve a proposal to do so. If we receive stockholder approval, we would be allowed to increase our leverage capacity on the first day after such approval. Alternatively, the 1940 Acts allows the majority of our independent directors to approve an increase in our leverage capacity, and such approval would become effective after the one-year anniversary of such proposal. In either case, we would be required to make certain disclosures on our website and in SEC filings regarding, among other things, the receipt of approval to increase our leverage, our leverage capacity and usage, and risks related to leverage.

Leverage is generally considered a speculative investment technique and increases the risk of investing in our securities. Leverage magnifies the potential for loss on investments in our indebtedness and on invested equity capital. As we use leverage to partially finance our investments, our stockholders will experience increased risks of investing in our securities. If the value of our assets increases, then leveraging would cause the NAV attributable to our common stock to increase more sharply than it would have had we not leveraged. Conversely, if the value of our assets decreases, leveraging would cause NAV to decline more sharply than it otherwise would have had we not leveraged our business. Similarly, any increase in our income in excess of interest payable on the borrowed funds would cause our net investment income to increase more than it would without the leverage, while any decrease in our income would cause net investment income to decline more sharply than it would have had we not borrowed. Such a decline could negatively affect the Company’s ability to pay common stock dividends, scheduled debt payments or other payments related to our securities.

If we do not invest a sufficient portion of our assets in qualifying assets, we could fail to qualify as a BDC, which would have a material adverse effect on our business, financial condition and results of operations.

As a BDC, we may not acquire any assets other than “qualifying assets” unless, at the time of and after giving effect to such acquisition, at least 70% of our total assets are qualifying assets. See “Regulation”. Our intent is that a substantial portion of the investments that we acquire will constitute qualifying assets. However, we may be precluded from investing in what we believe are attractive investments if such investments are not qualifying assets for purposes of the 1940 Act. If we do not invest a sufficient portion of our assets in qualifying assets, we could be found to be in violation of the 1940 Act provisions applicable to BDCs and possibly lose our tax treatment as a BDC, which would have a material adverse effect on our business, financial condition and results of operations.

We would become subject to corporate-level U.S. federal income tax if we are unable to maintain our qualification as a RIC under Subchapter M of the Code or satisfy RIC distribution requirements.

We have elected, and intend to qualify annually, to be treated as a RIC under Subchapter M of the Code. No assurance can be given that we will be able to maintain our qualification as a RIC. To maintain RIC tax treatment under the Code, we must meet the following annual distribution, income source and asset diversification requirements.

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The annual distribution requirement for a RIC is satisfied if we timely distribute to our stockholders on an annual basis at least 90% of our net ordinary income and realized short-term capital gains in excess of realized net long-term capital losses. Depending on the level of taxable income earned in a tax year, we may choose to carry forward taxable income in excess of current year distributions into the next year and pay a 4% U.S. federal excise tax on such income. Any such carryover taxable income must be distributed through a dividend declared prior to filing the final tax return related to the year that generated such taxable income.

	●	The source of income requirement is satisfied if we obtain at least 90% of our gross income for each taxable year from dividends, interest, payments with respect to certain securities loans, gains from the sale or other disposition of stock or other securities or foreign currencies or other income derived with respect to our business of investing in such stock, securities or currencies and net income derived from an interest in a “qualified publicly traded partnership” (as defined in the Code).

	●	The asset diversification requirement is satisfied if we meet certain asset diversification requirements at the end of each quarter of our taxable year. To satisfy this requirement, at least 50% of the value of our assets must consist of cash, cash equivalents, U.S Government securities, securities of other RICs, and other securities if such other securities of any one issuer do not represent more than 5% of the value of our assets or more than 10% of the outstanding voting securities of the issuer (which for these purposes includes the equity securities of a “qualified publicly traded partnership”). In addition, no more than 25% of the value of our assets can be invested in the securities, other than U.S Government securities or securities of other RICs, (1) of one issuer (2) of two or more issuers that are controlled, as determined under applicable tax rules, by us and that are engaged in the same or similar or related trades or businesses or (3) of one or more “qualified publicly traded partnerships”.

If we fail to qualify for RIC tax treatment for any reason or are subject to corporate-level U.S. federal income tax, the resulting corporate-level taxes could substantially reduce our net assets, the amount of income available for distribution and the amount of our distributions. In addition, to the extent we had unrealized gains, we would have to establish deferred tax liabilities for taxes, which would reduce our NAV accordingly. In addition, our stockholders would lose the tax credit realized if we, as a RIC, decide to retain the net realized capital gain and make deemed distributions of net realized capital gains, and pay taxes on behalf of our stockholders at the end of the tax year. The loss of this pass-through tax treatment could have a material adverse effect on the total return of an investment in our common stock.

Risks Relating to an Investment in Our Securities

Investing in our securities may involve an above average degree of risk.

The investments we make in accordance with our investment objective may result in a higher amount of risk than alternative investment options and a higher risk of volatility or loss of principal. Our investments in portfolio companies involve higher levels of risk and, therefore, an investment in our securities may not be suitable for someone with lower risk tolerance.

Shares of closed-end investment companies, including business development companies, may, at times, trade at a discount to their NAV and the Company’s shares have not traded at or above NAV since the first quarter of 2015.

Shares of closed-end investment companies, including business development companies, may, at times, trade at a discount from NAV. This characteristic of closed-end investment companies and business development companies is separate and distinct from the risk that our NAV per share may decline. Our common stock has not traded at or above NAV since the first quarter of 2015, and we cannot predict whether our common stock will trade at, above or below NAV in the future.

The market price of our common stock fluctuates.

The market price and liquidity of the market for shares of our common stock fluctuates and may be significantly affected by numerous factors, some of which are beyond our control and may not be directly related to our operating performance.

These factors include:

	●	significant volatility in the market price and trading volume of securities of business development companies or other companies in our sector, which are not necessarily related to the operating performance of the companies;

	●	changes in regulatory policies, accounting pronouncements or tax guidelines, particularly with respect to BDCs or RICs;

	●	loss of our qualification as a RIC or BDC;

	●	changes in earnings or variations in operating results;

	●	changes in the value of our portfolio of investments;

	●	changes in accounting guidelines governing valuation of our investments;

	●	any shortfall in revenue or net income or any increase in losses from levels expected by investors or securities analysts;

	●	departure of our key personnel;

	●	operating performance of companies comparable to us;

	●	general economic trends and other external factors; and

	●	loss of a major funding source.

Certain provisions of the Delaware General Corporation Law and our certificate of incorporation and bylaws could deter takeover attempts and have an adverse impact on the price of our common stock.

The Delaware General Corporation Law, our certificate of incorporation and our bylaws contain provisions that may have the effect of discouraging a third party from making an acquisition proposal for us. These anti-takeover provisions may inhibit a change in control in circumstances that could give the holders of our common stock the opportunity to realize a premium over the market price of our common stock.

The NAV per share of our common stock may be diluted if we sell shares of our common stock in one or more offerings at prices below the then current NAV per share of our common stock or securities to subscribe for or convertible into shares of our common stock.

While we currently do not have the requisite stockholder approval to sell shares of our common stock at a price or prices below our then current NAV per share, we may seek such approval in the future. In addition, at our 2012 Annual Meeting of Stockholders, we received approval from our stockholders to authorize the Company, with the approval of our board of directors, to issue securities to, subscribe to, convert to, or purchase shares of the Company’s common stock in one or more offerings, subject to certain conditions as set forth in the proxy statement. Such authorization has no expiration.

Any decision to sell shares of our common stock below its then current NAV per share or issue securities to subscribe for or convertible into shares of our common stock would be subject to the determination by our board of directors that such issuance is in our and our stockholders’ best interests.

If we were to sell shares of our common stock below its then current NAV per share, such sales would result in an immediate dilution to the NAV per share of our common stock. This dilution would occur as a result of the sale of shares at a price below the then current NAV per share of our common stock and a proportionately greater decrease in the stockholders’ interest in our earnings and assets and their voting interest in us than the increase in our assets resulting from such issuance. Because the number of shares of common stock that could be so issued and the timing of any issuance is not currently known, the actual dilutive effect cannot be predicted.

If we issue warrants or securities to subscribe for or convertible into shares of our common stock, subject to certain limitations, the exercise or conversion price per share could be less than NAV per share at the time of exercise or conversion (including through the operation of anti-dilution protections). Because we would incur expenses in connection with any issuance of such securities, such issuance could result in a dilution of the NAV per share at the time of exercise or conversion. This dilution would include reduction in NAV per share as a result of the proportionately greater decrease in the stockholders’ interest in our earnings and assets and their voting interest than the increase in our assets resulting from such issuance.

Further, if our current stockholders do not purchase any shares to maintain their percentage interest, regardless of whether such offering is above or below the then current NAV per share, their voting power will be diluted. For example, if we sell an additional 10% of our shares of common stock at a 5% discount from NAV, a stockholder who does not participate in that offering for its proportionate interest will suffer NAV dilution of up to 0.5% or $5 per $1,000 of NAV.

The terms of the Credit Facility place restrictions on our and/or our subsidiaries activities.

The terms of the Credit Facility place restrictions on our and/or our subsidiaries’ ability to, among other things, issue securities or otherwise incur additional indebtedness or other obligations, and in certain cases we may need the approval of WoodForest, as the Administrative Agent, in order to incur further indebtedness. In addition, the Credit Facility contains customary events of default for credit facilities of this type, including (without limitation): nonpayment of principal, interest, fees or other amounts after a stated grace period; inaccuracy of material representations and warranties; change of control; violations of covenants, subject in certain cases to stated cure periods; and certain bankruptcies and liquidations. If an event of default occurs and is continuing, the Company may be required to repay all amounts outstanding under the Credit Facility, which would adversely affect our liquidity position and, in turn, could force us to dispose of investments at inopportune times at reduced prices. Repayment could also adversely affect our ability to implement our investment strategy and achieve our investment objectives.

If we issue preferred stock, the NAV and market value of our common stock may become more volatile.

If we issue preferred stock, we cannot assure you that such issuance would result in a higher yield or return to the holders of our common stock. The issuance of preferred stock would likely cause the NAV and market value of our common stock to become more volatile. If the dividend rate on the preferred stock were to approach the net rate of return on our investment portfolio, the benefit of leverage to the holders of our common stock would be reduced. If the dividend rate on the preferred stock were to exceed the net rate of return on our portfolio, the leverage would result in a lower rate of return to the holders of our common stock than if we had not issued preferred stock. Any decline in the NAV of our investments would be borne entirely by the holders of our common stock. Therefore, if the market value of our portfolio were to decline, the leverage would result in a greater decrease in NAV to the holders of our common stock than if we were not leveraged through the issuance of preferred stock. This greater NAV decrease would also tend to cause a greater decline in the market price for our common stock. We might be in danger of failing to maintain the required asset coverage of the preferred stock or of losing our ratings on the preferred stock or, in an extreme case, our current investment income might not be sufficient to meet the dividend requirements on the preferred stock. In order to counteract such an event, we might need to liquidate investments in order to fund a redemption of some or all of the preferred stock. In addition, we would pay (and the holders of our common stock would bear) all costs and expenses relating to the issuance and ongoing maintenance of the preferred stock, including higher advisory fees if our total return exceeds the dividend rate on the preferred stock. Holders of preferred stock may have different interests than holders of our common stock and may at times have disproportionate influence over our affairs.

Holders of any preferred stock we might issue would have the right to elect members of the board of directors and class voting rights on certain matters.

Holders of any preferred stock we might issue, voting separately as a single class, would have the right to elect two members of the board of directors at all times and in the event dividends become two full years in arrears, would have the right to elect a majority of our directors until such arrearage is completely eliminated. In addition, preferred stockholders would have class voting rights on certain matters, including changes in fundamental investment restrictions and conversion to open-end status, and accordingly would be able to veto any such changes. Restrictions imposed on the declarations and payment of dividends or other distributions to the holders of our common stock and preferred stock, both by the 1940 Act and by requirements imposed by rating agencies or the terms of any credit facility to which the Company is a party, might impair our ability to maintain our qualification as a RIC for U.S. federal income tax purposes. While we would intend to redeem our preferred stock to the extent necessary to enable us to distribute our income as required to maintain our qualification as a RIC, there can be no assurance that such actions could be effected in time to meet the tax requirements.

Our business and operations could be negatively affected if we become subject to any securities class actions and derivative lawsuits, which could cause us to incur significant expense, hinder execution of investment strategy and impact our stock price.

In the past, following periods of volatility in the market price of a company’s securities, securities class-action litigation has often been brought against that company. Stockholder activism, which could take many forms or arise in a variety of situations, has been increasing in the BDC space recently. Securities litigation and stockholder activism, including potential proxy contests, could result in substantial costs and divert management’s and our board of directors’ attention and resources from our business. Additionally, such securities litigation and stockholder activism could give rise to perceived uncertainties as to our future, adversely affect our relationships with service providers and make it more difficult to attract and retain qualified personnel. Also, we may be required to incur significant legal fees and other expenses related to any securities litigation and activist stockholder matters. Further, our stock price could be subject to significant fluctuation or otherwise be adversely affected by the events, risks and uncertainties of any securities litigation and stockholder activism.

NAV Per Share

$ 76.35

$ 70.75

$ 67.01

$ 57.49

General Description of Registrant [Abstract]

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