PFXNZ PhenixFIN Corporation

 

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 7, 2025

 

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 7, 2025, PhenixFIN Corporation issued a press release announcing its financial results for the quarter ended December 31, 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 February 7, 2025
104		Cover page interactive data file (embedded within the Inline XBRL document)

 

 

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 7, 2025	PHENIXFIN CORPORATION
	/s/ David Lorber
	Name:	David Lorber
	Title:	Chief Executive Officer

 

 

2

 

Exhibit 99.1

 

PhenixFIN Corporation Announces Fiscal First Quarter 2025 Financial Results

NAV per share $80.59

 

New York, NY, February 7, 2025 -- PhenixFIN Corporation (NASDAQ: PFX, PFXNZ) (the "Company"), a publicly traded business development company, today announced its financial results for the fiscal first quarter for its year ending September 30, 2025.

 

Highlights

 

●

First quarter total investment income of $6.2 million; net investment income of $1.6 million

●

Net asset value (NAV) of $162.8 million, or $80.59 per share as of December 31, 2024

●

Weighted average yield was 13.3% on debt and other income producing investments

●

On October 1, 2024, the Company completed the merger and reorganization of The National Security Group, Inc. (“NSG”) an Alabama based insurance holding company

●

On February 6, 2025, the Board declared a special dividend of $1.43 per share to be paid on February 18, 2025, to stockholders of record as of February 17, 2025.

 

David Lorber, Chief Executive Officer of the Company, stated:

 

“We have had a great start to fiscal year 2025 as we continue to remain focused on executing our strategic priorities which include growing our platforms, pursuing compelling investment opportunities and increasing NAV per share.”

 

Selected First Quarter 2025 Financial Results for the Quarter Ended December 31, 2024:

 

Total investment income was $6.2 million of which $5.9 million was attributable to portfolio interest and dividend income, and $0.3 million was attributable to fee and other income.

 

Total net expenses were $4.6 million and total net investment income was $1.6 million.

 

The Company recorded a net realized gain of $1.2 million and a net unrealized loss of $0.3 million.

 

Portfolio and Investment Activities for the Quarter Ended December 31, 2024:

 

The fair value of the Company's investment portfolio totaled $300.1 million and consisted of 43 portfolio companies.

 

The Company had certain investments in 3 portfolio companies on non-accrual status with a fair market value of $1.5 million.

 

Liquidity and Capital Resources

 

As of December 31, 2024, the Company had $7.2 million in cash and cash equivalents, $59.2 million in aggregate principal amount of its 5.25% unsecured notes due 2028 and $84.0 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 execute on its strategic initiatives, 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 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 info@phenixfc.com.

 

 

PHENIXFIN CORPORATION

Consolidated Statements of Assets and Liabilities

 

		December 31, 2024 (Unaudited)				September 30, 2024
Assets:
Investments at fair value
Non-controlled, non-affiliated investments (amortized cost of $160,480,488 and $143,179,354 respectively)		$	160,343,098			$	142,233,426
Affiliated investments (amortized cost of $20,564,242 and $20,564,242, respectively)			13,861,599				14,750,785
Controlled investments (amortized cost of $152,223,817 and $97,016,429, respectively)			125,889,697				70,931,647
Total Investments at fair value			300,094,394				227,915,858
Cash and cash equivalents			7,187,110				67,571,559
Receivables:
Interest receivable			1,313,520				1,313,598
Other receivable			16,640				65,838
Dividends receivable			105,804				23,468
Due from Affiliate			1,040,512				90,500
Deferred tax asset			887,099				887,099
Deferred financing costs			625,323				760,680
Other assets			514,630				1,066,323
Prepaid share repurchase			101,115				101,115
Receivable for investments sold			41,897				2,955,775
Total Assets		$	311,928,044			$	302,751,813
Liabilities:
Credit facility and notes payable (net of debt issuance costs of $1,417,816 and $1,510,815, respectively)		$	141,743,682			$	135,723,636
Payable for investments purchased			3,688,247				-
Accounts payable and accrued expenses			2,391,430				5,570,150
Interest and fees payable			1,029,334				768,043
Other liabilities			256,426				294,063
Due to Affiliate			46,995				88,148
Total Liabilities			149,156,114				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)			(542,139,678	)			(544,603,835	)
Total Net Assets			162,771,930				160,307,773
Total Liabilities and Net Assets		$	311,928,044			$	302,751,813
Net Asset Value Per Common Share		$	80.59			$	79.37

 

 

PHENIXFIN CORPORATION

Consolidated Statements of Operations

(Unaudited)

		For the Three Months Ended December 31,
		2024				2023
Interest Income:
Interest from investments
Non-controlled, non-affiliated investments:
Cash		$	2,824,594			$	2,682,143
Payment in-kind			354,681				90,674
Affiliated investments:
Cash			-				455,692
Payment in-kind			-				-
Controlled investments:
Cash			588,195				286,238
Payment in-kind			-				149,967
Total interest income			3,767,470				3,664,714
Dividend income
Non-controlled, non-affiliated investments			596,298				665,526
Affiliated investments			142,495				-
Controlled investments			1,399,350				1,348,200
Total dividend income			2,138,143				2,013,726
Interest from cash and cash equivalents			227,032				41,108
Fee income (see Note 9)			11,064				2,108
Other income			72,774				22
Total Investment Income			6,216,483				5,721,678
Expenses:
Interest and financing expenses			2,545,811				1,542,061
Salaries and benefits			1,028,617				1,424,992
Professional fees, net			418,013				357,554
Directors fees			204,000				187,500
Insurance expenses			88,421				97,756
Administrator expenses (see Note 6)			84,355				77,852
General and administrative expenses			221,793				325,061
Total expenses			4,591,010				4,012,776
Net Investment Income			1,625,473				1,708,902
Realized and unrealized gains (losses) on investments
Net realized gains (losses):
Non-controlled, non-affiliated investments			1,168,670				229,804
Affiliated investments			-				-
Controlled investments			-				-
Total net realized gains (losses)			1,168,670				229,804
Net change in unrealized gains (losses):
Non-controlled, non-affiliated investments			808,538				1,364,243
Affiliated investments			(889,186	)			2,431,263
Controlled investments			(249,338	)			(1,200,373	)
Total net change in unrealized gains (losses)			(329,986	)			2,595,133
Deferred tax benefit (expense)			-				-
Total realized and unrealized gains (losses)			838,684				2,824,937
Net Increase (Decrease) in Net Assets Resulting from Operations		$	2,464,157			$	4,533,839
Weighted average basic and diluted earnings per common share		$	1.22			$	2.19
Weighted average common shares outstanding - basic and diluted (see Note 11)			2,019,778				2,072,694

 

 

4 

 

v3.25.0.1

Cover	Feb. 07, 2025
Document Type	8-K
Amendment Flag	false
Document Period End Date	Feb. 07, 2025
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

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