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)


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 2.02Results 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 9.01Financial Statements and Exhibits.


(d)    Exhibits


Exhibit No.   Description
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.




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







Exhibit 99.1


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


Subsequent Events:


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.







 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 info@phenixfc.com.






Consolidated Statements of Assets and Liabilities


   December 31,
   September 30,
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 
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 
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 






Consolidated Statements of Operations



   For the Three Months Ended
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 
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