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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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 May 6, 2025, PhenixFIN Corporation issued a press release announcing its financial results for the quarter ended March 31, 2025. 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 May 6, 2025 | |
| 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: May 6, 2025 | PHENIXFIN CORPORATION | |
| /s/ David Lorber | ||
| Name: | David Lorber | |
| Title: | Chief Executive Officer | |
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Exhibit 99.1
PhenixFIN Corporation Announces Fiscal Second Quarter 2025 Financial Results
NAV per share of $78.72 taking into account special dividend of $1.43 per share paid February 19, 2025
New York, NY, May 5, 2025 -- PhenixFIN Corporation (NASDAQ: PFX, PFXNZ) (the “Company”), a publicly traded business development company, today announced its financial results for the fiscal second quarter for its year ending September 30, 2025.
Highlights:
| ● | Second quarter total investment income of $6.0 million; net investment income of $1.0 million | |
| ● | Net asset value (NAV) of $159 million, or $78.72 per share as of March 31, 2025 | |
| ● | On February 6, 2025, the Board declared a special dividend of $1.43 per share paid on February 19, 2025, to stockholders of record as of February 17, 2025 | |
| ● | Weighted average yield was 11.82% on debt and other income producing investments |
“In light of the broader market volatility we are pleased with another solid quarter,” stated David Lorber, Chief Executive Officer. “Also, on April 17th we closed on an extension and successful upsize of our credit facility to April 17, 2030 and $100 million, respectively. In addition, expecting reduced overall interest expense savings with our facility funding costs declining to SOFR+250 from SOFR+290. This comes at a great time given the robust opportunity set we see in the current market environment.”
Selected Second Quarter 2025 Financial Results for the Quarter Ended March 31, 2025:
Total investment income was $6.0 million of which $5.9 million was attributable to portfolio interest and dividend income, and $0.1 million was attributable to fee and other income.
Total net expenses were $5.0 million and total net investment income was $1.0 million.
The Company recorded a net realized loss of $1.1 million and a net unrealized loss of $0.5 million.
Portfolio and Investment Activities for the Quarter Ended March 31, 2025:
The fair value of the Company's investment portfolio totaled $286.8 million and consisted of 36 portfolio companies.
The Company had certain investments in 2 portfolio companies on non-accrual status with a fair market value of $1.4 million.
Liquidity and Capital Resources:
As of March 31, 2025, the Company had $8.7 million in cash and cash equivalents, $59.2 million in aggregate principal amount of its 5.25% unsecured notes due 2028 and $79.6 million outstanding under the Credit Facility (prior to its upsizing).
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 execute on its strategic initiatives, deliver value to shareholders, increase investment activity, increase net investment income, reduce interest expenses, implement its investment strategy and achieve its investment objective, source and capitalize on investment opportunities, grow its net asset value per share 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 [email protected].
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PHENIXFIN CORPORATION
Consolidated Statements of Assets and Liabilities
| March 31, 2025 | September 30, 2024 | |||||||
| (Unaudited) | ||||||||
| Assets: | ||||||||
| Investments at fair value | ||||||||
| Non-controlled, non-affiliated investments (amortized cost of $149,358,044 and $143,179,354 respectively) | $ | 150,403,826 | $ | 142,233,426 | ||||
| Affiliated investments (amortized cost of $20,572,531 and $20,564,242, respectively) | 13,777,521 | 14,750,785 | ||||||
| Controlled investments (amortized cost of $150,553,974 and $97,016,429, respectively) | 122,661,590 | 70,931,647 | ||||||
| Total Investments at fair value | 286,842,937 | 227,915,858 | ||||||
| Cash and cash equivalents | 8,689,461 | 67,571,559 | ||||||
| Receivables: | ||||||||
| Interest receivable | 1,060,559 | 1,313,598 | ||||||
| Other receivable | 16,640 | 65,838 | ||||||
| Dividends receivable | - | 23,468 | ||||||
| Deferred tax asset, net | 557,463 | 887,099 | ||||||
| Other assets | 435,617 | 1,066,323 | ||||||
| Deferred financing costs | 419,172 | 760,680 | ||||||
| Receivable for investments sold | 2,328,555 | 2,955,775 | ||||||
| Due from Affiliate | 257,852 | 90,500 | ||||||
| Prepaid share repurchase | 101,115 | 101,115 | ||||||
| Total Assets | $ | 300,709,371 | $ | 302,751,813 | ||||
| Liabilities: | ||||||||
| Credit facility and notes payable (net of debt issuance costs of $1,326,546 and $1,510,815, respectively) | $ | 137,434,952 | $ | 135,723,636 | ||||
| Accounts payable and accrued expenses | 2,937,872 | 5,570,150 | ||||||
| Interest and fees payable | 1,078,676 | 768,043 | ||||||
| Other liabilities | 223,362 | 294,063 | ||||||
| Due to Affiliate | 46,995 | 88,148 | ||||||
| Total Liabilities | 141,721,857 | 142,444,040 | ||||||
| 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 2,019,778 common shares outstanding, respectively | 2,020 | 2,020 | ||||||
| Capital in excess of par value | 704,909,588 | 704,909,588 | ||||||
| Total distributable earnings (loss) | (545,924,094 | ) | (544,603,835 | ) | ||||
| Total Net Assets | 158,987,514 | 160,307,773 | ||||||
| Total Liabilities and Net Assets | $ | 300,709,371 | $ | 302,751,813 | ||||
| Net Asset Value Per Common Share | $ | 78.72 | $ | 79.37 | ||||
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PHENIXFIN CORPORATION
Consolidated Statements of Operations
(Unaudited)
| For the Three Months Ended March 31, | For the Six Months Ended March 31, | |||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||
| Interest Income: | ||||||||||||||||
| Interest from investments | ||||||||||||||||
| Non-controlled, non-affiliated investments: | ||||||||||||||||
| Cash | $ | 2,957,380 | $ | 1,950,898 | $ | 5,950,065 | $ | 4,633,041 | ||||||||
| Payment in-kind | 263,784 | 90,530 | 618,465 | 181,204 | ||||||||||||
| Affiliated investments: | ||||||||||||||||
| Cash | - | 276,484 | - | 732,176 | ||||||||||||
| Controlled investments: | ||||||||||||||||
| Cash | 626,790 | 294,028 | 1,214,985 | 580,266 | ||||||||||||
| Payment in-kind | - | 118,864 | - | 268,831 | ||||||||||||
| Total interest income | 3,847,954 | 2,730,804 | 7,783,515 | 6,395,518 | ||||||||||||
| Dividend income | ||||||||||||||||
| Non-controlled, non-affiliated investments | 378,232 | 669,359 | 974,530 | 1,797,891 | ||||||||||||
| Affiliated investments | 111,736 | - | 254,231 | - | ||||||||||||
| Controlled investments | 1,580,616 | 982,903 | 2,979,966 | 1,868,097 | ||||||||||||
| Total dividend income | 2,070,584 | 1,652,262 | 4,208,727 | 3,665,988 | ||||||||||||
| Interest from cash and cash equivalents | 45,812 | 199,266 | 104,753 | 240,374 | ||||||||||||
| Fee income (see Note 9) | 29,673 | 76,517 | 40,737 | 78,625 | ||||||||||||
| Other income | 25,000 | - | 97,774 | 22 | ||||||||||||
| Total Investment Income | 6,019,023 | 4,658,849 | 12,235,506 | 10,380,527 | ||||||||||||
| Expenses: | ||||||||||||||||
| Interest and financing expenses | 2,578,963 | 1,567,352 | 5,124,774 | 3,109,413 | ||||||||||||
| Salaries and benefits | 1,185,054 | 1,524,508 | 2,213,671 | 2,949,500 | ||||||||||||
| Professional fees, net | 577,965 | 343,150 | 995,978 | 700,704 | ||||||||||||
| Directors fees | 204,000 | 187,500 | 408,000 | 375,000 | ||||||||||||
| Administrator expenses (see Note 6) | 112,829 | 57,550 | 197,184 | 135,402 | ||||||||||||
| Insurance expenses | 86,498 | 96,694 | 174,919 | 194,450 | ||||||||||||
| General and administrative expenses | 307,739 | 310,776 | 529,532 | 635,837 | ||||||||||||
| Total expenses | 5,053,048 | 4,087,530 | 9,644,058 | 8,100,306 | ||||||||||||
| Net Investment Income | 965,975 | 571,319 | 2,591,448 | 2,280,221 | ||||||||||||
| Realized and unrealized gains (losses) on investments | ||||||||||||||||
| Net realized gains (losses): | ||||||||||||||||
| Non-controlled, non-affiliated investments | (1,065,013 | ) | 200,754 | 103,657 | 430,558 | |||||||||||
| Affiliated investments | - | (1,991,456 | ) | - | (1,991,456 | ) | ||||||||||
| Total net realized gains (losses) | (1,065,013 | ) | (1,790,702 | ) | 103,657 | (1,560,898 | ) | |||||||||
| Net change in unrealized gains (losses): | ||||||||||||||||
| Non-controlled, non-affiliated investments | 1,183,172 | 1,796,767 | 1,991,710 | 3,161,010 | ||||||||||||
| Affiliated investments | (92,367 | ) | 2,282,655 | (981,553 | ) | 4,713,918 | ||||||||||
| Controlled investments | (1,558,264 | ) | 2,512,263 | (1,807,602 | ) | 1,311,890 | ||||||||||
| Total net change in unrealized gains (losses) | (467,459 | ) | 6,591,685 | (797,445 | ) | 9,186,818 | ||||||||||
| Deferred tax benefit (expense), net | (329,636 | ) | - | (329,636 | ) | - | ||||||||||
| Total realized and unrealized gains (losses) | (1,862,108 | ) | 4,800,983 | (1,023,424 | ) | 7,625,920 | ||||||||||
| Net Increase (Decrease) in Net Assets Resulting from Operations | $ | (896,133 | ) | $ | 5,372,302 | $ | 1,568,024 | $ | 9,906,141 | |||||||
| Weighted average basic and diluted earnings per common share | $ | (0.44 | ) | $ | 2.62 | $ | 0.78 | $ | 4.81 | |||||||
| Weighted average common shares outstanding - basic and diluted (see Note 11) | 2,019,778 | 2,048,622 | 2,019,778 | 2,060,723 | ||||||||||||
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