false
0001490349
0001490349
2024-02-08
2024-02-08
0001490349
PFX:CommonStockParValue0.001PerShareMember
2024-02-08
2024-02-08
0001490349
PFX:Sec5.25NotesDue2028Member
2024-02-08
2024-02-08
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities
Exchange Act of 1934
Date of Report (Date of earliest event reported):
February 8, 2024
PHENIXFIN CORPORATION
(Exact name of registrant as specified in its charter)
Delaware |
|
814-00818 |
|
27-4576073 |
(State or other jurisdiction of
incorporation or organization) |
|
(Commission file number) |
|
(I.R.S. employer
identification no.) |
445 Park Avenue, 10th
Floor, New York, NY |
|
10022 |
(Address of principal executive offices) |
|
(Zip code) |
Registrant’s telephone number, including
area code: (212) 859-0390
Not Applicable
(Former Name
or Former Address, if Changed Since Last Report)
Check the appropriate box below if
the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange
Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under
the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under
the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
|
Trading Symbol(s) |
|
Name of exchange on which registered |
Common Stock, par value $0.001 per share |
|
PFX |
|
The NASDAQ Global Market |
5.25% Notes due 2028 |
|
PFXNZ |
|
The NASDAQ Global Market |
Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange
Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant
has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant
to Section 13(a) of the Exchange Act. ☐
Item 2.02 | Results of Operations and Financial Condition. |
On February 8, 2024, PhenixFIN Corporation issued a press release announcing its financial results for the quarter ended December 31, 2023. The press release is included as Exhibit 99.1 to this Form 8-K.
Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
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: February 8, 2024 |
PHENIXFIN CORPORATION |
|
|
|
|
/s/ David Lorber |
|
Name: |
David Lorber |
|
Title: |
Chief Executive Officer |
2
Exhibit 99.1
PhenixFIN Corporation
Announces Fiscal First Quarter 2024 Financial Results
NAV per share grew
23% vs. First Quarter 2023
New York, NY, February
8, 2024 -- PhenixFIN Corporation (NASDAQ: PFX, PFXNZ) (the “Company”), a publicly traded business development company, today
announced its financial results for the fiscal first quarter of 2024.
Highlights
| ● | First quarter total investment income of $5.7 million; net investment
income of $1.7 million |
| | |
| ● | Net asset value (NAV) of $150.7 million, or $73.14 per share as
of December 31, 2023 |
| | |
| ● | Weighted average yield was 13.0% on debt and other income producing
investments |
| | |
| ● | Repurchased 13,223 shares as of December 31, 2023 |
David
Lorber, Chief Executive Officer of the Company, stated:
“We
are pleased with our continued progress in growing our NAV per share as various investments over the past couple of years have generated
favorable investment income and/or capital appreciation.”
Selected
First Quarter 2024 Financial Results for the Quarter Ended December 31, 2023:
Total investment income
was $5.7 million which was attributable to portfolio interest and dividend income.
Total net
expenses were $4.0 million and total net investment income was $1.7 million.
The
Company recorded a net realized gain of $0.2 million and net unrealized gain of $2.6 million.
Portfolio
and Investment Activities for the Quarter Ended December 31, 2023:
The
fair value of the Company’s investment portfolio totaled $222.2 million and consisted of
39 portfolio companies.
The
Company had 4 portfolio company investments on non-accrual status with a fair market value
of $8.9 million.
Liquidity
and Capital Resources
At
December 31, 2023, the Company had $12.2 million in cash and cash equivalents, $57.5
million in aggregate principal amount of its 5.25% unsecured notes due 2028 and $28.4 million
outstanding under the Credit Facility.
ABOUT
PHENIXFIN CORPORATION
PhenixFIN
Corporation is a non-diversified, internally managed closed-end management investment company incorporated in Delaware that has elected
to be regulated as a business development company under the Investment Company Act of 1940, as amended. We completed our initial public
offering and commenced operations on January 20, 2011. The Company has elected, and intends to qualify annually, to be treated, for U.S.
federal income tax purposes, as a regulated investment company under Subchapter M of the Internal Revenue Code of 1986, as amended. Effective
January 1, 2021, the Company operates under an internalized management structure.
Safe
Harbor Statement and Other Disclosures
This
press release contains “forward-looking” statements. Such forward-looking statements reflect current views with respect to
future events and financial performance, and the Company may make related oral forward-looking statements on or following the date hereof.
These forward-looking statements are subject to the inherent uncertainties in predicting future results and conditions. Certain factors
could cause actual results and conditions to differ materially from those projected in these forward-looking statements, including among
other things, PhenixFIN’s ability to deliver value to shareholders, increase investment activity, grow the Company, increase net
investment income, reduce operating expenses, implement its investment objective, source and capitalize on investment opportunities, grow
its net asset value and perform well in the prevailing market environment, the ability of our portfolio companies to perform well and
generate income and other factors that are enumerated in the Company’s periodic filings with the Securities and Exchange Commission.
PhenixFIN Corporation disclaims and does not undertake any obligation to update or revise any forward-looking statement in this press
release.
Past
performance is not a guarantee of future results. The press release contains unaudited financial results. For ease of review, we have
excluded the word “approximately” when rounding the results. This press release is for informational purposes only and is not
an offer to purchase or a solicitation of an offer to sell shares of PhenixFIN Corporation’s common stock. There can be no assurance
that PhenixFIN Corporation will achieve its investment objective.
For PhenixFIN investor relations,
please call 212-859-0390. For media inquiries, please contact info@phenixfc.com.
PHENIXFIN CORPORATION
Consolidated Statements of Assets and Liabilities
| |
December 31, 2023 (Unaudited) | | |
September 30,
2023 | |
Assets: | |
| | |
| |
Investments at fair value | |
| | |
| |
Non-controlled, non-affiliated investments (amortized cost of $123,544,114 and $134,339,121 respectively) | |
$ | 116,100,267 | | |
$ | 125,531,031 | |
Affiliated investments (amortized cost of $49,381,900 and $48,233,910, respectively) | |
| 40,868,870 | | |
| 37,289,617 | |
Controlled investments (amortized cost of $85,250,537 and $82,437,692, respectively) | |
| 65,252,515 | | |
| 63,640,043 | |
Total Investments at fair value | |
| 222,221,652 | | |
| 226,460,691 | |
Cash and cash equivalents | |
| 12,173,975 | | |
| 5,988,223 | |
Receivables: | |
| | | |
| | |
Interest receivable | |
| 1,400,137 | | |
| 971,115 | |
Dividends receivable | |
| 243,302 | | |
| 161,479 | |
Other receivable | |
| - | | |
| 31,425 | |
Prepaid share repurchase | |
| 132,295 | | |
| 199,019 | |
Due from Affiliate | |
| 417,014 | | |
| 409,214 | |
Other assets | |
| 615,571 | | |
| 833,000 | |
Deferred financing costs | |
| 637,276 | | |
| 699,124 | |
Receivable for investments sold | |
| - | | |
| 3,940,175 | |
Total Assets | |
$ | 237,841,222 | | |
$ | 239,693,465 | |
| |
| | | |
| | |
Liabilities: | |
| | | |
| | |
Credit facility and note payable (net of debt issuance costs of $1,605,256 and $1,688,835, respectively) | |
$ | 84,336,685 | | |
$ | 84,253,106 | |
Accounts payable and accrued expenses | |
| 1,615,180 | | |
| 3,066,984 | |
Interest and fees payable | |
| 721,341 | | |
| 690,398 | |
Other liabilities | |
| 394,364 | | |
| 432,698 | |
Administrator expenses payable (see Note 6) | |
| 72,852 | | |
| - | |
Payable for investments purchased | |
| - | | |
| 4,123,059 | |
Deferred revenue | |
| - | | |
| 421,685 | |
Total Liabilities | |
| 87,140,422 | | |
| 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; 2,060,490 and 2,073,713 common shares outstanding, respectively | |
| 2,061 | | |
| 2,074 | |
Capital in excess of par value | |
| 694,273,678 | | |
| 694,812,239 | |
Total distributable earnings (loss) | |
| (543,574,939 | ) | |
| (548,108,778 | ) |
Total Net Assets | |
| 150,700,800 | | |
| 146,705,535 | |
Total Liabilities and Net Assets | |
$ | 237,841,222 | | |
$ | 239,693,465 | |
| |
| | | |
| | |
Net Asset Value Per Common Share | |
$ | 73.14 | | |
$ | 70.75 | |
PHENIXFIN CORPORATION
Consolidated Statements of Operations
(Unaudited)
| |
For the Three Months | |
| |
Ended | |
| |
December 31, | |
| |
2023 | | |
2022 | |
Interest Income: | |
| | |
| |
Interest from investments | |
| | |
| |
Non-controlled, non-affiliated investments: | |
| | |
| |
Cash | |
$ | 2,682,143 | | |
$ | 1,916,041 | |
Payment in-kind | |
| 90,674 | | |
| 106,187 | |
Affiliated investments: | |
| | | |
| | |
Cash | |
| 455,692 | | |
| 198,453 | |
Payment in-kind | |
| - | | |
| 89,743 | |
Controlled investments: | |
| | | |
| | |
Cash | |
| 286,238 | | |
| 194,627 | |
Payment in-kind | |
| 149,967 | | |
| - | |
Total interest income | |
| 3,664,714 | | |
| 2,505,051 | |
Dividend income | |
| 2,013,726 | | |
| 2,032,358 | |
Interest from cash and cash equivalents | |
| 41,108 | | |
| 92,226 | |
Fee income (see Note 9) | |
| 2,108 | | |
| 73,599 | |
Other income | |
| 22 | | |
| - | |
Total Investment Income | |
| 5,721,678 | | |
| 4,703,234 | |
| |
| | | |
| | |
Expenses: | |
| | | |
| | |
Interest and financing expenses | |
| 1,542,061 | | |
| 1,233,176 | |
Salaries and benefits | |
| 1,424,992 | | |
| 857,533 | |
Professional fees, net | |
| 357,554 | | |
| 347,917 | |
General and administrative expenses | |
| 325,061 | | |
| 219,977 | |
Directors fees | |
| 187,500 | | |
| 194,000 | |
Insurance expenses | |
| 97,756 | | |
| 124,084 | |
Administrator expenses (see Note 6) | |
| 77,852 | | |
| 77,884 | |
Total expenses | |
| 4,012,776 | | |
| 3,054,571 | |
Net Investment Income | |
| 1,708,902 | | |
| 1,648,663 | |
| |
| | | |
| | |
Realized and unrealized gains (losses) on investments | |
| | | |
| | |
Net realized gains (losses): | |
| | | |
| | |
Non-controlled, non-affiliated investments | |
| 229,804 | | |
| 13,448 | |
Affiliated investments | |
| - | | |
| - | |
Controlled investments | |
| - | | |
| - | |
Total net realized gains (losses) | |
| 229,804 | | |
| 13,448 | |
Net change in unrealized gains (losses): | |
| | | |
| | |
Non-controlled, non-affiliated investments | |
| 1,364,243 | | |
| 1,523,099 | |
Affiliated investments | |
| 2,431,263 | | |
| 715,537 | |
Controlled investments | |
| (1,200,373 | ) | |
| 51,169 | |
Total net change in unrealized gains (losses) | |
| 2,595,133 | | |
| 2,289,805 | |
Total realized and unrealized gains (losses) | |
| 2,824,937 | | |
| 2,303,253 | |
| |
| | | |
| | |
Net Increase (Decrease) in Net Assets Resulting from Operations | |
$ | 4,533,839 | | |
$ | 3,951,916 | |
| |
| | | |
| | |
Weighted average basic and diluted earnings per common share | |
$ | 2.19 | | |
$ | 1.88 | |
Weighted average common shares outstanding - basic and diluted (see Note 11) | |
| 2,072,694 | | |
| 2,100,876 | |
4
v3.24.0.1
Cover
|
Feb. 08, 2024 |
Document Type |
8-K
|
Amendment Flag |
false
|
Document Period End Date |
Feb. 08, 2024
|
Entity File Number |
814-00818
|
Entity Registrant Name |
PHENIXFIN CORPORATION
|
Entity Central Index Key |
0001490349
|
Entity Tax Identification Number |
27-4576073
|
Entity Incorporation, State or Country Code |
DE
|
Entity Address, Address Line One |
445 Park Avenue
|
Entity Address, Address Line Two |
10th
Floor
|
Entity Address, City or Town |
New York
|
Entity Address, State or Province |
NY
|
Entity Address, Postal Zip Code |
10022
|
City Area Code |
212
|
Local Phone Number |
859-0390
|
Written Communications |
false
|
Soliciting Material |
false
|
Pre-commencement Tender Offer |
false
|
Pre-commencement Issuer Tender Offer |
false
|
Entity Emerging Growth Company |
false
|
Common Stock, par value $0.001 per share |
|
Title of 12(b) Security |
Common Stock, par value $0.001 per share
|
Trading Symbol |
PFX
|
Security Exchange Name |
NASDAQ
|
5.25% Notes due 2028 |
|
Title of 12(b) Security |
5.25% Notes due 2028
|
Trading Symbol |
PFXNZ
|
Security Exchange Name |
NASDAQ
|
X |
- DefinitionBoolean flag that is true when the XBRL content amends previously-filed or accepted submission.
+ References
+ Details
Name: |
dei_AmendmentFlag |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionFor the EDGAR submission types of Form 8-K: the date of the report, the date of the earliest event reported; for the EDGAR submission types of Form N-1A: the filing date; for all other submission types: the end of the reporting or transition period. The format of the date is YYYY-MM-DD.
+ References
+ Details
Name: |
dei_DocumentPeriodEndDate |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:dateItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe type of document being provided (such as 10-K, 10-Q, 485BPOS, etc). The document type is limited to the same value as the supporting SEC submission type, or the word 'Other'.
+ References
+ Details
Name: |
dei_DocumentType |
Namespace Prefix: |
dei_ |
Data Type: |
dei:submissionTypeItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionAddress Line 1 such as Attn, Building Name, Street Name
+ References
+ Details
Name: |
dei_EntityAddressAddressLine1 |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionAddress Line 2 such as Street or Suite number
+ References
+ Details
Name: |
dei_EntityAddressAddressLine2 |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- Definition
+ References
+ Details
Name: |
dei_EntityAddressCityOrTown |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionCode for the postal or zip code
+ References
+ Details
Name: |
dei_EntityAddressPostalZipCode |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionName of the state or province.
+ References
+ Details
Name: |
dei_EntityAddressStateOrProvince |
Namespace Prefix: |
dei_ |
Data Type: |
dei:stateOrProvinceItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionA unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b-2
+ Details
Name: |
dei_EntityCentralIndexKey |
Namespace Prefix: |
dei_ |
Data Type: |
dei:centralIndexKeyItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionIndicate if registrant meets the emerging growth company criteria.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b-2
+ Details
Name: |
dei_EntityEmergingGrowthCompany |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionCommission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.
+ References
+ Details
Name: |
dei_EntityFileNumber |
Namespace Prefix: |
dei_ |
Data Type: |
dei:fileNumberItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionTwo-character EDGAR code representing the state or country of incorporation.
+ References
+ Details
Name: |
dei_EntityIncorporationStateCountryCode |
Namespace Prefix: |
dei_ |
Data Type: |
dei:edgarStateCountryItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b-2
+ Details
Name: |
dei_EntityRegistrantName |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b-2
+ Details
Name: |
dei_EntityTaxIdentificationNumber |
Namespace Prefix: |
dei_ |
Data Type: |
dei:employerIdItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionLocal phone number for entity.
+ References
+ Details
Name: |
dei_LocalPhoneNumber |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 13e -Subsection 4c
+ Details
Name: |
dei_PreCommencementIssuerTenderOffer |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 14d -Subsection 2b
+ Details
Name: |
dei_PreCommencementTenderOffer |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionTitle of a 12(b) registered security.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b
+ Details
Name: |
dei_Security12bTitle |
Namespace Prefix: |
dei_ |
Data Type: |
dei:securityTitleItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionName of the Exchange on which a security is registered.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection d1-1
+ Details
Name: |
dei_SecurityExchangeName |
Namespace Prefix: |
dei_ |
Data Type: |
dei:edgarExchangeCodeItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Section 14a -Number 240 -Subsection 12
+ Details
Name: |
dei_SolicitingMaterial |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionTrading symbol of an instrument as listed on an exchange.
+ References
+ Details
Name: |
dei_TradingSymbol |
Namespace Prefix: |
dei_ |
Data Type: |
dei:tradingSymbolItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Securities Act -Number 230 -Section 425
+ Details
Name: |
dei_WrittenCommunications |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- Details
Name: |
us-gaap_StatementClassOfStockAxis=PFX_CommonStockParValue0.001PerShareMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
us-gaap_StatementClassOfStockAxis=PFX_Sec5.25NotesDue2028Member |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
PhenixFIN (NASDAQ:PFX)
Historical Stock Chart
From Apr 2024 to May 2024
PhenixFIN (NASDAQ:PFX)
Historical Stock Chart
From May 2023 to May 2024