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


Date of Report (Date of earliest event reported): May 9, 2022



(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  


(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
6.125% Notes due 2023   PFXNL   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 May 9, 2022, PhenixFIN Corporation issued a press release announcing its financial results for the quarter ended March 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 May 9, 2022







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.


  /s/ David Lorber
  Name: David Lorber
  Title: Chief Executive Officer






Exhibit 99.1


PhenixFIN Corporation Announces Fiscal Second Quarter 2022 Financial Results


New York, NY, May 9, 2022 -- PhenixFIN Corporation (NASDAQ: PFX) (the “Company”), a publicly traded business development company, today announced its financial results for the fiscal second quarter of 2022.




During the second quarter, total investment income of $3.7 million; net investment income of $1.2 million
Net asset value (NAV) of $138.9 million, or $62.94 per share as of March 31, 2022, vs. $57.08 per share as of September 30, 2021
NAV per share has increased 18.9% and operating expenses have declined by 44% since internalization (effective January 1, 2021)
Weighted average yield to maturity of 8.32% on debt investments


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


“During the quarter we continued the successful deployment of capital while executing on our strategy to grow NAV/share, which increased to $62.94 as of the end of the quarter. NAV growth from investments contributed approximately $3 million or $1.17 per share. In addition, we continued to execute on the Company’s stock buyback program, repurchasing 309,427 shares for $12.5 million during the quarter, increasing NAV per share by $2.78.”


Since our internalization on January 1, 2021, we have monetized 20 positions totaling $126.4 million and deployed capital into 25 investments, aggregating $155.5 million.


Selected Second Quarter 2022 Financial Results


For the quarter ended March 31, 2022, total investment income totaled $3.7 million, of which $3.6 million was attributable to portfolio interest and dividend income and $0.1 million was attributable to fee and other income.


For the quarter ended March 31, 2022, total net expenses were $2.5 million and total net investment income was $1.2 million.


For the quarter ended March 31, 2022, the Company recorded a net realized gain of $0.5 million and net positive change in unrealized appreciation of $1.4 million.


Portfolio and Investment Activities


As of March 31, 2022, the fair value of the Company's investment portfolio totaled $188.8 million and consisted of 48 portfolio companies.


As of March 31, 2022, the Company had 6 portfolio company investments on non-accrual status with a fair market value of $12.8 million.


Liquidity and Capital Resources


At March 31, 2022, the Company had $37.7 million in cash 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.




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, reduce operating expenses for a sustainable period of time, implement its investment objective, capitalize on investment opportunities, execute successfully its share repurchase program, grow its net asset value and perform well and operate effectively under an internalized management structure, FlexFIN’s ability to perform effectively and generate attractive returns 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.






Consolidated Statements of Assets and Liabilities


   March 31,
   September 30,
Investments at fair value        
Non-controlled, non-affiliated investments (amortized cost of $148,021,351 and $92,214,167, respectively)  $137,952,546   $84,152,678 
Affiliated investments (amortized cost of $43,971,119 and $75,963,427, respectively)   16,668,073    57,595,245 
Controlled investments (amortized cost of $61,796,022 and $39,490,097, respectively)   34,184,230    9,891,860 
Total Investments at fair value   188,804,849    151,639,783 
Cash and cash equivalents   37,676,010    69,433,256 
Fees receivable   -    1,872,700 
Interest receivable   717,504    371,576 
Paydown receivable   -    292,015 
Due from Affiliate   128,850    - 
Dividends receivable   269,330    81,211 
Prepaid share repurchases   480,254    - 
Other assets   1,013,641    1,401,746 
Total Assets  $229,090,438   $225,092,287 
Notes payable (net of debt issuance costs of $2,264,426 and $412,795, respectively)  $77,757,373   $77,434,005 
Interest and fees payable   503,125    - 
Due to affiliates   -    280,323 
Due to broker   10,375,632    1,586,000 
Administrator expenses payable   72,818    67,920 
Accounts payable and accrued expenses   448,635    1,416,524 
Deferred revenue   377,852    - 
Other liabilities   594,863    613,534 
Total Liabilities   90,130,298    81,398,306 
Commitments and Contingencies          
Net Assets:          
Common Shares, $0.001 par value; 5,000,000 shares authorized; 2,723,709 shares issued; 2,207,794 and 2,517,221 common shares outstanding, respectively   2,208    2,517 
Capital in excess of par value   676,357,446    688,866,642 
Total distributable earnings (loss)   (537,399,514)   (545,175,178)
Total Net Assets  $138,960,140   $143,693,981 
Total Liabilities and Net Assets  $229,090,438   $225,092,287 
Net Asset Value Per Common Share  $62.94   $57.08 






Consolidated Statements of Operations



   For the Three Months Ended
March 31
   For the Six Months Ended
March 31
   2022   2021   2022   2021 
Interest Income:                
Interest from investments                
Non-controlled, non-affiliated investments:                
Cash  $1,264,327   $1,534,904   $2,280,019   $3,206,717 
Payment in-kind   100,062    -    238,573    170,029 
Affiliated investments:                    
Cash   387,918    196,328    510,065    548,619 
Payment in-kind   92,733    -    189,761    - 
Controlled investments:                    
Cash   807,022    (1,190)   1,360,660    - 
Total interest income   2,652,062    1,730,042    4,579,078    3,925,365 
Dividend income   913,949    4,408,234    1,616,879    14,671,735 
Interest from cash and cash equivalents   6,031    506    8,770    1,446 
Fee income   85,143    237,416    355,265    578,880 
Other income   -    78,204    230,434    78,204 
Total Investment Income   3,657,185    6,454,402    6,790,426    19,255,630 
Base management fees   -    -    -    1,146,403 
Interest and financing expenses   1,221,063    1,260,054    2,708,738    3,277,695 
General and administrative expenses   290,136    104,440    486,695    466,049 
Salaries and benefits   430,293    332,317    936,168    332,317 
Administrator expenses   82,415    (44,618)   151,281    439,794 
Insurance expenses   155,450    474,468    314,354    959,480 
Directors fees   167,000    220,500    375,500    696,217 
Professional fees, net   160,594    420,220    467,345    (79,077)
Total expenses   2,506,951    2,767,381    5,440,081    7,238,878 
Net Investment Income   1,150,234    3,687,021    1,350,345    12,016,752 
Realized and unrealized gains (losses) on investments                    
Net realized gains (losses):                    
Non-controlled, non-affiliated investments   453,916    160,926    938,429    4,054,648 
Affiliated investments   -    -    14,737,897    (10,452,928)
Controlled investments   -    -    925    (40,147,570)
Total net realized gains (losses)   453,916    160,926    15,677,251    (46,545,850)
Net change in unrealized gains (losses):                    
Non-controlled, non-affiliated investments   (2,139,279)   5,077,737    (2,007,316)   1,020,673 
Affiliated investments   1,538,979    (1,467,862)   (8,934,864)   (3,586,184)
Controlled investments   1,968,804    329,584    1,986,445    38,566,519 
Total net change in unrealized gains (losses)   1,368,504    3,939,459    (8,955,735)   36,001,008 
Loss on extinguishment of debt   -    -    (296,197)   (122,355)
Total realized and unrealized gains (losses)   1,822,420    4,100,385    6,425,319    (10,667,197)
Net Increase (Decrease) in Net Assets Resulting from Operations  $2,972,654   $7,787,406   $7,775,664   $1,349,555 
Weighted Average Basic and Diluted Earnings Per Common Share  $1.24   $2.87   $3.16   $0.50 
Weighted Average Basic and Diluted Net Investment Income (Loss) Per Common Share  $0.48   $1.36   $0.55   $4.42 
Weighted Average Common Shares Outstanding - Basic and Diluted   2,397,911    2,716,627    2,458,222    2,720,226