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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):
August 6, 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 August 6, 2024, PhenixFIN Corporation issued
a press release announcing its financial results for the quarter ended June 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
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: August 6, 2024 |
PHENIXFIN CORPORATION |
|
|
|
|
/s/ David Lorber |
|
Name: |
David Lorber |
|
Title: |
Chief Executive Officer |
2
Exhibit 99.1
PhenixFIN
Corporation Announces Fiscal Third Quarter 2024 Financial Results
NAV Per Share Grew
14% In Last 12 Months (taking into account the distribution of the Special Dividend)
Expanded Credit Facility
To $87.5 Million
New York, NY, August
6, 2024 -- PhenixFIN Corporation (NASDAQ: PFX, PFXNZ) (the “Company”), a publicly traded business development company, today
announced its financial results for the fiscal third quarter of 2024.
Highlights
| ● | Third
quarter total investment income of $6.2 million; net investment income of $2.0 million |
| ● | Net
asset value (NAV) of $154.2 million, or $76.35 per share as of June 30, 2024, taking into
account the distribution of the special dividend |
| ● | Weighted
average yield is 13.8% on debt and other income producing investments |
| ● | On
August 5, 2024, the Credit Facility was amended to increase the principal amount available
to $87.5 million |
| ● | On
May 9, 2024 the Board of Directors declared a special dividend of $1.31 per share which was
paid on June 10, 2024 to stockholders of record as of May 27, 2024 |
David
Lorber, Chief Executive Officer of the Company, stated:
“We
had a strong quarter with increased investment activity, continued strong credit fundamentals, and a robust weighted average yield for
income producing investments. Our flexible capital solutions continue to provide opportunities for our portfolio companies while we diligently
seek to grow our investment portfolio. This approach allows for a unique portfolio of investments which we believe is well-positioned
to grow our NAV per share.”
Selected
Third Quarter 2024 Financial Results for the Quarter Ended June 30, 2024:
Total investment income
was $6.2 million which was attributable to portfolio interest and dividend income.
Total expenses
were $4.2 million and total net investment income was $2.0 million.
The
Company recorded total realized and unrealized gains of $0.5 million due to the sale of Kemmerer Holdings, LLC.
Portfolio
and Investment Activities for the Quarter Ended June 30, 2024:
The
fair value of the Company’s investment portfolio totaled $233.7 million and consisted of
43 portfolio companies.
Liquidity
and Capital Resources
At
June 30, 2024, the Company had $8.9 million in cash and cash equivalents, $59.1
million in aggregate principal amount of its 5.25% unsecured notes due 2028 and $27.6 million
outstanding under the Credit Facility.
ABOUT
PHENIXFIN CORPORATION
PhenixFIN
Corporation is a non-diversified, internally managed closed-end management investment company incorporated in Delaware that has elected
to be regulated as a business development company under the Investment Company Act of 1940, as amended. We completed our initial public
offering and commenced operations on January 20, 2011. The Company has elected, and intends to qualify annually, to be treated, for U.S.
federal income tax purposes, as a regulated investment company under Subchapter M of the Internal Revenue Code of 1986, as amended. Effective
January 1, 2021, the Company operates under an internalized management structure.
Safe
Harbor Statement and Other Disclosures
This
press release contains “forward-looking” statements. Such forward-looking statements reflect current views with respect to
future events and financial performance, and the Company may make related oral forward-looking statements on or following the date hereof.
These forward-looking statements are subject to the inherent uncertainties in predicting future results and conditions. Certain factors
could cause actual results and conditions to differ materially from those projected in these forward-looking statements, including among
other things, PhenixFIN’s ability to deliver value to shareholders, make additional acquisitions that provide additional growth
opportunities, increase investment activity, grow the Company, increase net investment income, reduce operating expenses, implement its
investment objective, source and capitalize on investment opportunities, grow its net asset value (NAV) and NAV per share and perform
well in the prevailing market environment, the ability of our portfolio companies to perform well and generate income and other factors
that are enumerated in the Company’s periodic filings with the Securities and Exchange Commission. PhenixFIN Corporation disclaims
and does not undertake any obligation to update or revise any forward-looking statement in this press release.
Past
performance is not a guarantee of future results. The press release contains unaudited financial results. For ease of review, we have
excluded the word “approximately” when rounding the results. This press release is for informational purposes only and is not
an offer to purchase or a solicitation of an offer to sell shares of PhenixFIN Corporation’s common stock. There can be no assurance
that PhenixFIN Corporation will achieve its investment objective.
For PhenixFIN investor relations, please
call 212-859-0390. For media inquiries, please contact info@phenixfc.com.
PHENIXFIN CORPORATION
Consolidated Statements of Assets and Liabilities
| |
June 30, 2024 (Unaudited) | | |
September 30, 2023 | |
Assets: | |
| | |
| |
Investments at fair value | |
| | |
| |
Non-controlled, non-affiliated investments (amortized cost of $152,515,155 and $134,339,121 respectively) | |
$ | 148,691,260 | | |
$ | 125,531,031 | |
Affiliated investments (amortized cost of $20,564,242 and $48,233,910, respectively) | |
| 14,407,827 | | |
| 37,289,617 | |
Controlled investments (amortized cost of $98,034,975 and $82,437,692, respectively) | |
| 70,582,278 | | |
| 63,640,043 | |
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 | |
Due from Affiliate | |
| 451,178 | | |
| 409,214 | |
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 | | |
| - | |
Due to Affiliate | |
| 183,548 | | |
| - | |
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 | |
$ | 76.35 | | |
$ | 70.75 | |
PHENIXFIN CORPORATION
Consolidated Statements of Operations
(Unaudited)
| |
For the Three Months Ended June 30, | | |
For the Nine Months Ended June 30, | |
| |
2024 | | |
2023 | | |
2024 | | |
2023 | |
Interest Income: | |
| | |
| | |
| | |
| |
Interest from investments | |
| | |
| | |
| | |
| |
Non-controlled, non-affiliated investments: | |
| | |
| | |
| | |
| |
Cash | |
$ | 2,971,965 | | |
$ | 1,794,974 | | |
$ | 7,605,006 | | |
$ | 5,827,756 | |
Payment in-kind | |
| 231,113 | | |
| 110,477 | | |
| 412,317 | | |
| 336,257 | |
Affiliated investments: | |
| | | |
| | | |
| | | |
| | |
Cash | |
| 10,682 | | |
| 652,304 | | |
| 742,858 | | |
| 1,111,785 | |
Payment in-kind | |
| - | | |
| - | | |
| - | | |
| - | |
Controlled investments: | |
| | | |
| | | |
| | | |
| | |
Cash | |
| 650,244 | | |
| 30,610 | | |
| 1,230,510 | | |
| 282,425 | |
Payment in-kind | |
| 334,398 | | |
| 134,550 | | |
| 603,229 | | |
| 380,287 | |
Total interest income | |
| 4,198,402 | | |
| 2,722,915 | | |
| 10,593,920 | | |
| 7,938,510 | |
Dividend income | |
| | | |
| | | |
| | | |
| | |
Non-controlled, non-affiliated investments | |
| 531,151 | | |
| 1,216,137 | | |
| 1,963,744 | | |
| 2,824,666 | |
Affiliated investments | |
| - | | |
| - | | |
| - | | |
| - | |
Controlled investments | |
| 982,903 | | |
| 709,912 | | |
| 3,216,298 | | |
| 2,637,116 | |
Total dividend income | |
| 1,514,054 | | |
| 1,926,049 | | |
| 5,180,042 | | |
| 5,461,782 | |
Interest from cash and cash equivalents | |
| 147,127 | | |
| 95,356 | | |
| 387,501 | | |
| 313,053 | |
Fee income (see Note 9) | |
| 375,363 | | |
| 94,482 | | |
| 453,988 | | |
| 339,136 | |
Other income | |
| - | | |
| - | | |
| 22 | | |
| 401,986 | |
Total Investment Income | |
| 6,234,946 | | |
| 4,838,802 | | |
| 16,615,473 | | |
| 14,454,467 | |
| |
| | | |
| | | |
| | | |
| | |
Expenses: | |
| | | |
| | | |
| | | |
| | |
Interest and financing expenses | |
| 1,721,767 | | |
| 1,415,102 | | |
| 4,831,180 | | |
| 4,029,874 | |
Salaries and benefits | |
| 1,514,872 | | |
| 1,277,797 | | |
| 4,464,372 | | |
| 2,937,420 | |
Professional fees, net | |
| 432,416 | | |
| 310,878 | | |
| 1,133,120 | | |
| 1,036,024 | |
General and administrative expenses | |
| 226,903 | | |
| 253,298 | | |
| 862,740 | | |
| 674,456 | |
Directors fees | |
| 187,500 | | |
| 170,833 | | |
| 562,500 | | |
| 541,333 | |
Insurance expenses | |
| 95,983 | | |
| 115,654 | | |
| 290,433 | | |
| 361,125 | |
Administrator expenses (see Note 6) | |
| 75,351 | | |
| 76,351 | | |
| 210,753 | | |
| 232,172 | |
Total expenses | |
| 4,254,792 | | |
| 3,619,913 | | |
| 12,355,098 | | |
| 9,812,404 | |
Net Investment Income | |
| 1,980,154 | | |
| 1,218,889 | | |
| 4,260,375 | | |
| 4,642,063 | |
| |
| | | |
| | | |
| | | |
| | |
Realized and unrealized gains (losses) on investments | |
| | | |
| | | |
| | | |
| | |
Non-controlled, non-affiliated investments | |
| 155,419 | | |
| (1,374,437 | ) | |
| 585,977 | | |
| (2,199,059 | ) |
Affiliated investments | |
| - | | |
| 30,211 | | |
| (1,991,456 | ) | |
| 30,211 | |
Controlled investments | |
| 8,542,831 | | |
| 858 | | |
| 8,542,831 | | |
| 24,131 | |
Total net realized gains (losses) | |
| 8,698,250 | | |
| (1,343,368 | ) | |
| 7,137,352 | | |
| (2,144,717 | ) |
Net change in unrealized gains (losses): | |
| | | |
| | | |
| | | |
| | |
Non-controlled, non-affiliated investments | |
| 1,823,185 | | |
| 3,907,130 | | |
| 4,984,195 | | |
| 6,233,742 | |
Affiliated investments | |
| 73,960 | | |
| 2,322,910 | | |
| 4,787,878 | | |
| 3,312,510 | |
Controlled investments | |
| (9,966,938 | ) | |
| 2,811,099 | | |
| (8,655,048 | ) | |
| 7,533,196 | |
Total net change in unrealized gains (losses) | |
| (8,069,793 | ) | |
| 9,041,139 | | |
| 1,117,025 | | |
| 17,079,448 | |
Total realized and unrealized gains (losses) | |
| 628,457 | | |
| 7,697,771 | | |
| 8,254,377 | | |
| 14,934,731 | |
| |
| | | |
| | | |
| | | |
| | |
Net Increase (Decrease) in Net Assets Resulting from Operations | |
$ | 2,608,611 | | |
$ | 8,916,660 | | |
$ | 12,514,752 | | |
$ | 19,576,794 | |
| |
| | | |
| | | |
| | | |
| | |
Weighted average basic and diluted earnings per common share | |
$ | 1.29 | | |
$ | 4.26 | | |
$ | 6.11 | | |
$ | 9.34 | |
Weighted average common shares outstanding - basic and diluted (see Note 11) | |
| 2,019,786 | | |
| 2,090,691 | | |
| 2,047,127 | | |
| 2,095,591 | |
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|
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PHENIXFIN CORPORATION
|
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0001490349
|
Entity Tax Identification Number |
27-4576073
|
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|
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445
Park Avenue
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York
|
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