SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): February 9, 2023
(Exact name of registrant as specified in its charter)
|(State or other jurisdiction of
incorporation or organization)
|(Commission file number)||(I.R.S. employer|
|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
(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 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.|
|99.1||Press Release dated February 9, 2023|
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|
|Name: David Lorber|
|Title: Chief Executive Officer|
PhenixFIN Corporation Announces 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.
|●||First quarter total investment income was $4.7 million; net investment income of $1.7 million|
|●||Net asset value (NAV) of $124.7 million, or $59.38 per share as of December 31, 2022|
|●||Secured a 3-year $50 million credit facility with Woodforest National Bank as lead arranger (SOFR + 2.90%)|
|●||Weighted average yield of 11.3% on debt and other income producing investments|
|●||On January 17, 2023, redeemed the $22.5 million 6.125% unsecured notes due March 30, 2023|
|●||On February 8, 2023, the Board approved the expansion of the current repurchase program from $25 million to $35 million. Since announcing the plan on January 11, 2021 through February 7, 2023, the Company has repurchased 627,137 shares at an aggregate price of $24.9 million.|
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.
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, 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.
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 firstname.lastname@example.org.
Consolidated Statements of Assets and Liabilities
|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|
|Prepaid share repurchase||384,637||489,156|
|Deferred financing costs||332,092||50,000|
|Due from Affiliate||301,020||271,962|
|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|
|Interest and fees payable||503,125||503,125|
|Administrator expenses payable||68,267||74,911|
|Due to broker||-||16,550,000|
|Commitments and Contingencies|
|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||$||57.49|
Consolidated Statements of Operations
|For the Three Months Ended |
|Interest from investments|
|Non-controlled, non-affiliated investments:|
|Total interest income||2,505,051||1,927,016|
|Interest from cash and cash equivalents||92,226||2,739|
|Total Investment Income||4,703,234||3,133,241|
|Interest and financing expenses||1,233,176||1,487,675|
|Salaries and benefits||857,533||505,875|
|Professional fees, net||347,917||306,751|
|General and administrative expenses||219,977||196,559|
|Net Investment Income||1,648,663||200,111|
|Realized and unrealized gains (losses) on investments|
|Net realized gains (losses):|
|Non-controlled, non-affiliated investments||13,448||484,513|
|Total net realized gains (losses)||13,448||15,223,335|
|Net change in unrealized gains (losses):|
|Non-controlled, non-affiliated investments||1,523,099||131,963|
|Total net change in unrealized gains (losses)||2,289,805||(10,324,239||)|
|Loss on extinguishment of debt||-||(296,197||)|
|Total realized and unrealized gains (losses)||2,303,253||4,602,899|
|Net Increase (Decrease) in Net Assets Resulting from Operations||$||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|