UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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Item 2.02 Results of Operations and Financial Condition.
On December 16, 2024, PhenixFIN Corporation issued a press release announcing its financial results for the quarter ended September 30, 2024. The press release is included as Exhibit 99.1 to this Form 8-K.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description | |
| 99.1 | Press Release dated December 16, 2024 | |
| 104 | Cover page interactive data file (embedded within the Inline XBRL document) |
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, PhenixFIN Corporation has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| DATE: December 16, 2024 | PHENIXFIN CORPORATION | |
| /s/ David Lorber | ||
| Name: | David Lorber | |
| Title: | Chief Executive Officer | |
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Exhibit 99.1
PhenixFIN Corporation Announces Fiscal Year and Fourth Quarter 2024 Financial Results
For the Fiscal Year ended 2024 NAV per share grew 12% year over year
New York, NY, December 16, 2024 -- PhenixFIN Corporation (NASDAQ: PFX, PFXNZ) (the “Company”), a publicly traded business development company, today announced its financial results for the fiscal fourth quarter of 2024.
Highlights
| ● | Fourth quarter total investment income of $5.6 million; net investment income of $0.5 million | |
| ● | Net asset value (NAV) of $160.3 million, or $79.37 per share as of September 30, 2024, vs. $70.75 per share as of September 30, 2023 | |
| ● | Weighted average yield was 12.3% on debt and other income producing investments as of the fiscal year end | |
| ● | On October 1, 2024 the Company completed the acquisition of approximately 80% of the equity of The National Security Group, Inc. (“NSG”) an Alabama based insurance holding company. |
David Lorber, Chief Executive Officer of the Company, stated:
“We are pleased with our performance in 2024 as we grew NAV per share 12%, from $70.75 to $79.37 per share. We are also excited with the successful transaction with NSG and look forward to new avenues of growth. This acquisition marks a significant milestone for PhenixFIN and aligns with our commitment to execute on our investment strategy.”
Selected Fourth Quarter 2024 Financial Results for the Quarter Ended September 30, 2024:
Total investment income was $5.6 million of which $5.4 million was attributable to portfolio interest and dividend income and $0.2 million was attributable to fee and other income.
Total net expenses were $5.1 million and total net investment income was $0.5 million.
The Company recorded a net realized gain of $0.2 million and net unrealized gain of $4.6 million.
Portfolio and Investment Activities for the Quarter Ended September 30, 2024:
The fair value of the Company’s investment portfolio totaled $227.9 million and consisted of 41 portfolio companies.
The Company had 3 portfolio company investments on non-accrual status with a fair market value of $2.4 million.
Liquidity and Capital Resources
At September 30, 2024, the Company had $67.6 million in cash and cash equivalents, $59.2 million in aggregate principal amount of its 5.25% unsecured notes due 2028 and $78.1 million outstanding under the Credit Facility.
ABOUT PHENIXFIN CORPORATION
PhenixFIN Corporation is a non-diversified, internally managed closed-end management investment company incorporated in Delaware that has elected to be regulated as a business development company under the Investment Company Act of 1940, as amended. We completed our initial public offering and commenced operations on January 20, 2011. The Company has elected, and intends to qualify annually, to be treated, for U.S. federal income tax purposes, as a regulated investment company under Subchapter M of the Internal Revenue Code of 1986, as amended. Effective January 1, 2021, the Company operates under an internalized management structure.
Safe Harbor Statement and Other Disclosures
This press release contains “forward-looking” statements. Such forward-looking statements reflect current views with respect to future events and financial performance, and the Company may make related oral forward-looking statements on or following the date hereof. These forward-looking statements are subject to the inherent uncertainties in predicting future results and conditions. Certain factors could cause actual results and conditions to differ materially from those projected in these forward-looking statements, including among other things, PhenixFIN’s ability to deliver value to shareholders, increase investment activity, increase net investment income, implement its investment strategy and achieve its investment objective, source and capitalize on investment opportunities, grow its net asset value and perform well in the prevailing market environment, the ability of our portfolio companies, including National Security Group, Inc. to perform well and generate income and other factors that are enumerated in the Company’s periodic filings with the Securities and Exchange Commission. PhenixFIN Corporation disclaims and does not undertake any obligation to update or revise any forward-looking statement in this press release.
Past performance is not a guarantee of future results. The press release contains unaudited financial results. For ease of review, we have excluded the word “approximately” when rounding the results. This press release is for informational purposes only and is not an offer to purchase or a solicitation of an offer to sell shares of PhenixFIN Corporation’s common stock. There can be no assurance that PhenixFIN Corporation will achieve its investment objective.
For PhenixFIN investor relations, please call 212-859-0390. For media inquiries, please contact info@phenixfc.com.
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PHENIXFIN CORPORATION
Consolidated Statements of Assets and Liabilities
| September 30, 2024 | September 30, 2023 | |||||||
| Assets: | ||||||||
| Investments at fair value | ||||||||
| Non-controlled, non-affiliated investments (amortized cost of $143,179,354 and $134,339,121 respectively) | $ | 142,233,426 | $ | 125,531,031 | ||||
| Affiliated investments (amortized cost of $20,564,242 and $48,233,910, respectively) | 14,750,785 | 37,289,617 | ||||||
| Controlled investments (amortized cost of $97,016,429 and $82,437,692, respectively) | 70,931,647 | 63,640,043 | ||||||
| Total Investments at fair value | 227,915,858 | 226,460,691 | ||||||
| Cash and cash equivalents | 67,571,559 | 5,988,223 | ||||||
| Receivables: | ||||||||
| Other receivable | 65,838 | 31,425 | ||||||
| Interest receivable | 1,313,598 | 971,115 | ||||||
| Dividends receivable | 23,468 | 161,479 | ||||||
| Receivable for investments sold | 2,955,775 | 3,940,175 | ||||||
| Other assets | 1,066,323 | 833,000 | ||||||
| Deferred tax asset | 887,099 | - | ||||||
| Deferred financing costs | 760,680 | 699,124 | ||||||
| Prepaid share repurchase | 101,115 | 199,019 | ||||||
| Due from Affiliate | 90,500 | 409,214 | ||||||
| Total Assets | $ | 302,751,813 | $ | 239,693,465 | ||||
| Liabilities: | ||||||||
| Credit facility and notes payable (net of debt issuance costs of $1,510,815 and $1,688,835, respectively) | $ | 135,723,636 | $ | 84,253,106 | ||||
| Accounts payable and accrued expenses | 5,570,150 | 3,066,984 | ||||||
| Interest and fees payable | 768,043 | 690,398 | ||||||
| Other liabilities | 294,063 | 432,698 | ||||||
| Due to Affiliate | 88,148 | - | ||||||
| Payable for investments purchased | - | 4,123,059 | ||||||
| Deferred revenue | - | 421,685 | ||||||
| Total Liabilities | 142,444,040 | 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 | 2,020 | 2,074 | ||||||
| Capital in excess of par value | 704,909,588 | 694,812,239 | ||||||
| Total distributable earnings (loss) | (544,603,835 | ) | (548,108,778 | ) | ||||
| Total Net Assets | 160,307,773 | 146,705,535 | ||||||
| Total Liabilities and Net Assets | $ | 302,751,813 | $ | 239,693,465 | ||||
| Net Asset Value Per Common Share | $ | 79.37 | $ | 70.75 | ||||
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PHENIXFIN CORPORATION
Consolidated Statements of Operations
| For the Years Ended September 30, | ||||||||||||
| 2024 | 2023 | 2022 | ||||||||||
| Interest Income: | ||||||||||||
| Interest from investments | ||||||||||||
| Non-controlled, non-affiliated investments: | ||||||||||||
| Cash | $ | 10,231,111 | $ | 8,031,539 | $ | 5,207,850 | ||||||
| Payment in-kind | 938,879 | 506,555 | 444,741 | |||||||||
| Affiliated investments: | ||||||||||||
| Cash | 742,881 | 1,925,293 | 639,733 | |||||||||
| Payment in-kind | - | 460,856 | 374,981 | |||||||||
| Controlled investments: | ||||||||||||
| Cash | 2,121,713 | 667,312 | 2,489,381 | |||||||||
| Payment in-kind | 268,831 | 557,981 | - | |||||||||
| Total interest income | 14,303,415 | 12,149,536 | 9,156,686 | |||||||||
| Dividend income | ||||||||||||
| Non-controlled, non-affiliated investments | 2,691,393 | 3,139,592 | 1,996,374 | |||||||||
| Affiliated investments | 199,388 | - | - | |||||||||
| Controlled investments | 3,972,352 | 3,716,676 | 3,507,051 | |||||||||
| Total dividend income | 6,863,133 | 6,856,268 | 5,503,425 | |||||||||
| Interest from cash and cash equivalents | 500,079 | 400,031 | 139,942 | |||||||||
| Fee income (see Note 9) | 514,949 | 324,290 | 420,279 | |||||||||
| Other income | 22 | 402,138 | 323,828 | |||||||||
| Total Investment Income | 22,181,598 | 20,132,263 | 15,544,160 | |||||||||
| Expenses: | ||||||||||||
| Interest and financing expenses | 6,609,473 | 5,531,833 | 5,113,105 | |||||||||
| Salaries and benefits | 6,850,792 | 4,186,852 | 2,952,106 | |||||||||
| Professional fees, net | 1,462,766 | 1,404,676 | 1,340,828 | |||||||||
| General and administrative expenses | 1,093,922 | 983,274 | 1,103,125 | |||||||||
| Directors fees | 750,000 | 728,833 | 712,000 | |||||||||
| Insurance expenses | 378,854 | 466,319 | 590,178 | |||||||||
| Administrator expenses (see Note 6) | 301,931 | 320,310 | 301,281 | |||||||||
| Total expenses | 17,447,738 | 13,622,097 | 12,112,623 | |||||||||
| Net Investment Income | 4,733,860 | 6,510,166 | 3,431,537 | |||||||||
| Realized and unrealized gains (losses) on investments | ||||||||||||
| Net realized gains (losses): | ||||||||||||
| Non-controlled, non-affiliated investments | 740,924 | (10,538,228 | ) | 810,240 | ||||||||
| Affiliated investments | (1,991,456 | ) | (1,018,267 | ) | 4,408,961 | |||||||
| Controlled investments | 8,542,831 | 23,456 | 1,850 | |||||||||
| Total net realized gains (losses) | 7,292,299 | (11,533,039 | ) | 5,221,051 | ||||||||
| Net change in unrealized gains (losses): | ||||||||||||
| Non-controlled, non-affiliated investments | 7,862,162 | 15,954,552 | (16,701,153 | ) | ||||||||
| Affiliated investments | 5,130,836 | 7,327,399 | 96,490 | |||||||||
| Controlled investments | (7,287,134 | ) | 8,659,262 | 2,141,326 | ||||||||
| Total net change in unrealized gains (losses) | 5,705,864 | 31,941,213 | (14,463,337 | ) | ||||||||
| Loss on extinguishment of debt (see Note 5) | - | - | (296,197 | ) | ||||||||
| Deferred tax benefit (expense) | 887,099 | - | - | |||||||||
| Total realized and unrealized gains (losses) | 13,885,262 | 20,408,174 | (9,538,483 | ) | ||||||||
| Net Increase (Decrease) in Net Assets Resulting from Operations | $ | 18,619,122 | $ | 26,918,340 | $ | (6,106,946 | ) | |||||
| Weighted average basic and diluted earnings per common share | $ | 9.13 | $ | 12.87 | $ | (2.63 | ) | |||||
| Weighted average common shares outstanding - basic and diluted (see Note 11) | 2,040,253 | 2,092,326 | 2,323,601 | |||||||||
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