8-K - PFX - Equibles

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The SecuritiesExchange Act of 1934

Date of Report (Date of earliest event reported): February 9, 2023

PHENIXFIN CORPORATION

(Exact name of registrant as specified in its charter)

Delaware	814-00818	27-4576073
(State or other jurisdiction of<br><br>incorporation or organization)	(Commission file number)	(I.R.S. employer<br><br>identification no.)
445 Park Avenue, 10^th^ Floor, New York, NY	10022
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(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<br>Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange<br>Act (17 CFR 240.14a-12)
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☐	Pre-commencement communications pursuant to Rule 14d-2(b) under<br>the Exchange Act (17 CFR 240.14d-2(b))
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☐	Pre-commencement communications pursuant to Rule 13e-4(c) under<br>the Exchange Act (17 CFR 240.13e-4(c))
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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 9, 2023, PhenixFIN Corporation issued a press release announcing its financial results for the period ended December 31, 2022. 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 February 9, 2023

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 9, 2023	PHENIXFIN CORPORATION
/s/ David Lorber
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Name: David Lorber
Title: Chief Executive Officer

Exhibit 99.1

PhenixFIN CorporationAnnounces Fiscal First Quarter 2023 Financial Results

New York, NY, February 9, 2023 -- PhenixFIN Corporation (NASDAQ: PFX) (the “Company”), a publicly traded business development company, today announced its financial results for the fiscal first quarter of 2023.

Highlights

●	First quarter total<br>investment income was $4.7 million; net investment income of $1.7 million
●	Net asset value (NAV)<br>of $124.7 million, or $59.38 per share as of December 31, 2022
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●	Secured a 3-year $50<br>million credit facility with Woodforest National Bank as lead arranger (SOFR + 2.90%)
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●	Weighted average yield<br>of 11.3% on debt and other income producing investments
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Subsequent Events:

●	On January 17, 2023,<br>redeemed the $22.5 million 6.125% unsecured notes due March 30, 2023
●	On February 8, 2023,<br>the Board approved the expansion of the current repurchase program from $25 million to $35 million. Since announcing the plan on January<br>11, 2021 through February 7, 2023, the Company has repurchased 627,137 shares at an aggregate price of $24.9 million.
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David Lorber, Chief Executive Officer of the Company, stated:

“While the capital markets remain volatile, they also present attractive investment opportunities for generating shareholder value. For the quarter the portfolio performed well with strong income generation coupled with NAV/share growth. In addition, we are pleased to announce a $10 million increase in the share repurchase program. Since the program’s inception we have repurchased 23% of our shares outstanding.”

Selected First Quarter 2023 Financial Results

For the quarter ended December 31, 2022, total investment income was $4.7 million, of which $4.6 million was attributable to portfolio interest and dividend income and $0.1 million was attributable to fee and other income.

For the quarter ended December 31, 2022, total net expenses were $3.1 million and total net investment income was $1.6 million.

For the quarter ended December 31, 2022, the Company recorded a net realized gain of $13k and net unrealized gain of $2.3 million, due largely to market volatility in various investments.

Portfolio and Investment Activities

As of December 31, 2022, the fair value of the Company’s investment portfolio totaled $183.3 million and consisted of 43 portfolio companies.

As of December 31, 2022, the Company had 5 portfolio company investments on non-accrual status with a fair market value of $5.4 million.

Liquidity and Capital Resources

At December 31, 2022, the Company had $17.6 million in cash and cash equivalents and $57.5 million and $22.5 million outstanding in aggregate principal amount of its 5.25% unsecured notes due 2028 and 6.125% unsecured notes due 2023, respectively.

ABOUTPHENIXFIN 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.

SafeHarbor 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, 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.

Pastperformance 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

			September 30,<br> 2022
Assets:
Investments at fair value
Non-controlled, non-affiliated investments (amortized cost of 146,467,213 and 147,378,917, respectively)	123,227,670		$	122,616,275
Affiliated investments (amortized cost of 29,987,947 and 30,585,884, respectively)	12,431,792			12,314,192
Controlled investments (amortized cost of 75,017,459 and 85,483,093, respectively)	47,611,717			58,026,182
Total Investments at fair value	183,271,179			192,956,649
Cash and cash equivalents	17,654,080			22,768,066
Receivables:
Interest receivable	1,712,890			727,576
Paydown receivable	400,308			112,500
Dividends receivable	269,330			269,330
Other receivable	-			36,992
Prepaid share repurchase	384,637			489,156
Deferred financing costs	332,092			50,000
Due from Affiliate	301,020			271,962
Other assets	1,054,413			1,192,677
Total Assets	205,379,949		$	218,874,908
Liabilities:
Notes payable (net of debt issuance costs of 1,955,972 and 2,059,164, respectively)	78,065,828		$	77,962,636
Accounts payable and accrued expenses	1,042,136			2,040,277
Other liabilities	535,267			572,949
Interest and fees payable	503,125			503,125
Deferred revenue	472,521			325,602
Administrator expenses payable	68,267			74,911
Due to broker	-			16,550,000
Total Liabilities	80,687,144			98,029,500
Commitments and Contingencies
Net Assets:
Common Shares, 0.001 par value; 5,000,000 shares authorized; 2,723,709 shares issued; 2,099,824 and 2,102,129 common shares outstanding, respectively	2,100			2,102
Capital in excess of par value	675,297,285			675,401,802
Total distributable earnings (loss)	(550,606,580	)		(554,558,496	)
Total Net Assets	124,692,805			120,845,408
Total Liabilities and Net Assets	205,379,949		$	218,874,908
Net Asset Value Per Common Share	59.38		$	57.49

All values are in US Dollars.

PHENIXFIN CORPORATION

Consolidated Statements of Operations

(Unaudited)

	For the Three Months Ended <br> December 31,
	2022		2021
Interest Income:
Interest from investments
Non-controlled, non-affiliated investments:
Cash	$	1,916,041	$	1,015,692
Payment in-kind		106,187		138,511
Affiliated investments:
Cash		198,453		122,147
Payment in-kind		89,743		97,028
Controlled investments:
Cash		194,627		553,638
Total interest income		2,505,051		1,927,016
Dividend income		2,032,358		702,930
Interest from cash and cash equivalents		92,226		2,739
Fee income		73,599		270,122
Other income		-		230,434
Total Investment Income		4,703,234		3,133,241
Expenses:
Interest and financing expenses		1,233,176		1,487,675
Salaries and benefits		857,533		505,875
Professional fees, net		347,917		306,751
General and administrative expenses		219,977		196,559
Directors fees		194,000		208,500
Insurance expenses		124,084		158,904
Administrator expenses		77,884		68,866
Total expenses		3,054,571		2,933,130
Net Investment Income		1,648,663		200,111
Realized and unrealized gains (losses) on investments
Net realized gains (losses):
Non-controlled, non-affiliated investments		13,448		484,513
Affiliated investments		-		14,737,897
Controlled investments		-		925
Total net realized gains (losses)		13,448		15,223,335
Net change in unrealized gains (losses):
Non-controlled, non-affiliated investments		1,523,099		131,963
Affiliated investments		715,537		(10,473,843	)
Controlled investments		51,169		17,641
Total net change in unrealized gains (losses)		2,289,805		(10,324,239	)
Loss on extinguishment of debt		-		(296,197	)
Total realized and unrealized gains (losses)		2,303,253		4,602,899
Net Increase (Decrease) in Net Assets Resulting from Operations	$	3,951,916	$	4,803,010
Weighted average basic and diluted earnings per common share	$	1.88	$	1.91
Weighted average basic and diluted net investment income (loss) per common share	$	0.78	$	0.08
Weighted average common shares outstanding - basic and diluted		2,100,876		2,517,221