UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 

Form 10-Q

 

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the Quarterly Period Ended December 31, 2022

 

or

 

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the transition period from         to        

 

Commission file number: 1-35040

 

PHENIXFIN CORPORATION

(Exact Name of Registrant as Specified in its Charter)

 

Delaware   27-4576073
(State or Other Jurisdiction of   (I.R.S. Employer
Incorporation or Organization)   Identification No.)

 

445 Park Avenue, 10th Floor, New York, NY   10022
(Address of Principal Executive Offices)   (Zip Code)

 

(212) 859-0390

(Registrant’s Telephone Number, Including Area Code)

 

Securities registered pursuant to Section 12(b) of the Act:

 

  Title of each class   Trading Symbol(s)   Name of each 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

 

Securities registered pursuant to Section 12(g) of the Act: None

 

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

 

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer ☐    Accelerated filer ☐    Non-accelerated filer ☒   Smaller reporting company ☐    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. ☐

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Securities Exchange Act of 1934). Yes ☐ No ☒

 

The Registrant had 2,096,772 shares of common stock, $0.001 par value, outstanding as of February 7, 2023.

 

 

 

 

 

 

PHENIXFIN CORPORATION

 

TABLE OF CONTENTS

 

    Page  
PART I. Financial Information    
     
Item 1. Financial Statements    
     
Consolidated Statements of Assets and Liabilities as of December 31, 2022 (unaudited) and September 30, 2022   1
     
Consolidated Statements of Operations for the three months ended December 31, 2022 and 2021 (unaudited)   2
     
Consolidated Statements of Changes in Net Assets for the three months ended December 31, 2022 and 2021 (unaudited)   3
     
Consolidated Statements of Cash Flows for the three months ended December 31, 2022 and 2021 (unaudited)   4
     
Consolidated Schedules of Investments as of December 31, 2022 (unaudited) and September 30, 2022   5
     
Notes to Consolidated Financial Statements (unaudited)   26
     
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations   52
     
Item 3. Quantitative and Qualitative Disclosures About Market Risk   72
     
Item 4. Controls and Procedures   72
     
Part II. Other Information   73
     
Item 1. Legal Proceedings   73
     
Item 1A. Risk Factors   73
     
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds   77
     
Item 3. Defaults Upon Senior Securities   77
     
Item 4. Mine Safety Disclosures   77
     
Item 5. Other Information   77
     
Item 6. Exhibits   78
     
SIGNATURES   80

 

i

 

 

PHENIXFIN CORPORATION

Consolidated Statements of Assets and Liabilities

 

    December 31,
2022
(Unaudited)		     September 30,
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 (see Note 6)     68,267       74,911  
Due to broker     -       16,550,000  
Total Liabilities     80,687,144       98,029,500  
                 
Commitments and Contingencies (see Note 8)    
 
      
 
  
                 
Net Assets:                
Common Shares, $0.001 par value; 5,000,000 shares authorized; 2,723,709 shares issued; 2,099,824 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  

 

The accompanying notes are an integral part of these consolidated financial statements.

 

1

 

 

PHENIXFIN CORPORATION

Consolidated Statements of Operations

(Unaudited)

 

    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 (see Note 9)     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 (see Note 8)     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 (see Note 6)     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 (see Note 5)     -       (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 (see Note 11)     2,100,876       2,517,221  

 

The accompanying notes are an integral part of these consolidated financial statements.

 

2

 

 

PHENIXFIN CORPORATION

Consolidated Statements of Changes in Net Assets

(Unaudited)

 

   Common Stock         
   Shares   Par Amount   Capital in
Excess of Par Value		   Total
Distributable
Earnings/(Loss)		   Total Net
Assets		 
Balance at September 30, 2022   2,102,129   $2,102   $675,401,802   $(554,558,496)  $120,845,408 
                          
OPERATIONS                         
Net investment income (loss)   -    
-
    
-
    1,648,663    1,648,663 
Net realized gains (losses) on investments   -    
-
    
-
    13,448    13,448 
Net change in unrealized appreciation (depreciation) on investments   -    
-
    
-
    2,289,805    2,289,805 
CAPITAL SHARE TRANSACTIONS                         
Repurchase of common shares   (2,305)   (2)   (104,517)   
-
    (104,519)
Total Increase (Decrease) in Net Assets   (2,305)   (2)   (104,517)   3,951,916    3,847,397 
                          
Balance at December 31, 2022   2,099,824   $2,100   $675,297,285   $(550,606,580)  $124,692,805 
                          
Balance at September 30, 2021   2,517,221   $2,517   $688,866,642   $(545,175,178)  $143,693,981 
OPERATIONS                         
Net investment income (loss)   -    -    
-
    200,111    200,111 
Net realized gains (losses) on investments   -    
-
    
-
    15,223,335    15,223,335 
Net change in unrealized appreciation (depreciation) on investments   -    
-
    
-
    (10,324,239)   (10,324,239)
Net loss on extinguishment of debt   -    
-
    
-
    (296,197)   (296,197)
Total Increase (Decrease) in Net Assets   -    -    
-
    4,803,010    4,803,010 
                          
Balance at December 31, 2021   2,517,221   $2,517   $688,866,642   $(540,372,168)  $148,496,991 

 

The accompanying notes are an integral part of these consolidated financial statements.

 

3

 

 

PHENIXFIN CORPORATION

Consolidated Statements of Cash Flows

(Unaudited)

 

   For the Three Months Ended December 31, 
   2022   2021 
Cash Flows from Operating Activities:        
Net increase (decrease) in net assets resulting from operations  $3,951,916   $4,803,010 
Adjustments to reconcile net increase (decrease) in net assets resulting from operations to net cash provided by (used in) operating activities:          
Investment increases due to payment-in-kind interest   (195,930)   (235,539)
Net amortization of premium (discount) on investments   (72,247)   2,072 
Amortization of debt issuance cost   103,192    41,698 
Amortization of deferred financing cost   30,431    
-
 
Net realized (gains) losses from investments   (13,448)   (15,223,335)
Net unrealized (gains) losses on investments   (2,289,805)   10,324,239 
Proceeds from sale and settlements of investments   19,188,416    77,579,123 
Purchases, originations and participations   (6,931,516)   (96,205,833)
Loss on extinguishment of debt   
-
    296,197 
(Increase) decrease in operating assets:          
Fees receivable   
-
    1,872,700 
Interest receivable   (985,314)   (161,771)
Due from affiliate   (29,058)   
-
 
Dividends receivable   
-
    (139,248)
Paydown receivable   (287,808)   (3,593,630)
Other receivable   36,992    (1,293)
Other assets   138,264    158,901 
Increase (decrease) in operating liabilities:          
Due to broker   (16,550,000)   10,503,033 
Accounts payable and accrued expenses   (998,141)   (494,108)
Due to affiliates   
-
    (280,460)
Administrator expenses payable   (6,644)   60,045 
Interest and fees payable   
-
    385,729 
Deferred revenue   146,919    386,156 
Other liabilities   (37,682)   
-
 
Net cash provided by (used in) operating activities   (4,801,463)   (9,922,314)
Cash Flows from Financing Activities:          
Debt issuance   
-
    57,500,000 
Paydowns on debt   
-
    (55,325,000)
Debt issuance costs paid   
-
    (2,305,942)
Deferred financing costs   (312,523)   
-
 
Net cash provided by (used in) financing activities   (312,523)   (130,942)
Net increase (decrease) in cash and cash equivalents   (5,113,986)   (10,053,256)
Cash and cash equivalents, beginning of period   22,768,066    69,433,256 
Cash and cash equivalents, end of period  $17,654,080   $59,380,000 
           
Supplemental information:          
Interest paid during the period  $1,099,553   $1,873,404 
           
Supplemental non-cash information:          
Repurchase of common shares  $(104,519)  $
-
 

 

The accompanying notes are an integral part of these consolidated financial statements.

 

4

 

 

PHENIXFIN CORPORATION

Consolidated Schedule of Investments

As of December 31, 2022

(Unaudited) 

 

Company(1)   Industry   Type of Investment   Maturity     Par Amount/
Shares/Units(2)		     Cost(3)     Fair
Value(4)		     % of Net
Assets(5)		  
                                       
Non-Controlled/Non-Affiliated Investments:                                      
                                               
Altisource S.A.R.L.(11)   Services: Business   Senior Secured First Lien Term Loan B (LIBOR + 4.00%, 1.00% LIBOR Floor)   4/3/2024     $ 6,486,419     $ 5,870,077     $ 5,335,079       4.28 %
                    6,486,419       5,870,077       5,335,079       4.28 %
                                               
Be Green Packaging, LLC   Containers, Packaging & Glass   Equity - 417 Common Units           1       416,250       -       0.00 %
                    1       416,250       -       0.00 %
                                               
Boostability Seotowncenter, Inc.   Services: Business   Equity - 3,434,169.6 Common Units           833,152       66,475       -       0.00 %
                    833,152       66,475       -       0.00 %
                                               
Chimera Investment Corp.(11)   Banking, Finance, Insurance & Real Estate   Equity - 117,310 Class C Preferred Units(13)(15)           117,310       2,884,724       2,011,866       1.61 %
                    117,310       2,884,724       2,011,866       1.61 %
                                               
Copper Property CTL Pass Through Trust   Banking, Finance, Insurance & Real Estate   Equity Certificates(14)           437,795       5,874,043       5,669,444       4.55 %
                                               
DataOnline Corp.   High Tech Industries   Senior Secured First Lien Term Loan (LIBOR + 6.25%, 1.00% LIBOR Floor)   11/13/2025       4,850,000       4,850,000       4,656,000       3.73 %
        Revolving Credit Facility (LIBOR + 6.25%, 1.00% LIBOR Floor)   11/13/2025       714,286       714,286       685,714       0.55 %
                    5,564,286       5,564,286       5,341,714       4.28 %
                                               
DirecTV Financing, LLC   Media: Broadcasting & Subscription   Senior Secured First Lien Term Loan (LIBOR + 5.00%, 0.75% LIBOR Floor)(14)   8/2/2027       4,437,500       4,437,500       4,307,038       3.45 %
                    4,437,500       4,437,500       4,307,038       3.45 %
                                               
Dream Finders Homes, LLC   Construction & Building   Preferred Equity (8.00% PIK)           5,415,528       5,415,528       5,036,441       4.04 %
                    5,415,528       5,415,528       5,036,441       4.04 %

 

 

5

 

 

PHENIXFIN CORPORATION

Consolidated Schedule of Investments

As of December 31, 2022

(Unaudited)

 

Company(1)   Industry   Type of Investment   Maturity     Par Amount/
Shares/Units(2)		     Cost(3)     Fair
Value(4)		     % of Net
Assets(5)		  
                                               
First Brands Group, LLC   Automotive   Senior Secured First Lien Term Loan (SOFR + 5.00%, 1.00% SOFR Floor)   3/30/2027       3,949,749       3,949,749       3,693,015       2.96 %
                    3,949,749       3,949,749       3,693,015       2.96 %
                                               
Footprint Holding Company Inc.   Services: Business   Equity - 150 Common Units           150       -       -       0.00 %
                    150       -       -       0.00 %
                                               
Franklin BSP Realty Trust, Inc.(11)   Banking, Finance, Insurance & Real Estate   Equity - 529,914 Common Units(13)           529,914       8,754,386       6,835,891       5.48 %
                    529,914       8,754,386       6,835,891       5.48 %
                                               
Global Accessories Group, LLC   Consumer goods: Non-durable   Equity - 3.8% Membership Interest           380       151,337       -       0.00 %
                    380       151,337       -       0.00 %
                                               
Great AJAX Corp.(11)   Banking, Finance, Insurance & Real Estate   Equity - 254,922 Common Units(13)           254,922       3,333,786       1,848,185       1.48 %
                    254,922       3,333,786       1,848,185       1.48 %
                                               
Innovate Corp.   Construction & Building   8.50% Senior Secured Notes   2/1/2026       2,250,000       2,252,156       1,617,300       1.30 %
                    2,250,000       2,252,156       1,617,300       1.30 %
                                               
Invesco Mortgage Capital, Inc.(11)   Banking, Finance, Insurance & Real Estate   Equity - 205,000 Class C Preferred Units(13)(16)           205,000       5,035,506       4,206,600       3.37 %
                    205,000       5,035,506       4,206,600       3.37 %
                                               
JFL-NGS-WCS Partners, LLC   Construction & Building   Senior Secured First Lien Term Loan B (LIBOR + 5.50%, 1.00% LIBOR Floor)   11/12/2026       879,189       882,715       863,803       0.69 %
        Equity - 10,000,000 Units           10,000,000       10,000,000       9,886,157       7.93 %
                    10,879,189       10,882,715       10,749,960       8.62 %

 

6

 

 

PHENIXFIN CORPORATION

Consolidated Schedule of Investments

As of December 31, 2022

(Unaudited)

 

Company(1)   Industry   Type of Investment   Maturity     Par Amount/
Shares/Units(2)		     Cost(3)     Fair
Value(4)		     % of Net
Assets(5)		  
                                               
Lighting Science Group Corporation   Containers, Packaging & Glass   Warrants - 0.62% of Outstanding Equity           5,000,000       955,680       -       0.00 %
                    5,000,000       955,680       -       0.00 %
                                               
Lucky Bucks, LLC   Consumer Discretionary   Senior Secured First Lien Term Loan(LIBOR + 5.50%, 0.75% LIBOR Floor)   7/30/2027       7,125,000       7,008,030       4,916,250       3.94 %
                    7,125,000       7,008,030       4,916,250       3.94 %
                                               
Maritime Wireless Holdings LLC   Hotel, Gaming & Leisure   Senior Secured First Lien Term Loan A (SOFR + CSA + 9.00%, 1.00% SOFR + CSA Floor)(20)   2/15/2024       4,925,000       4,825,807       4,838,813       3.88 %
        Senior Secured First Lien Term Loan B (SOFR + CSA + 9.00%, 1.00% SOFR + CSA Floor)(20)   5/31/2027       7,500,000       7,348,945       7,368,750       5.91 %
        Convertible Promissory Note           5,000,000       5,000,000       5,000,000       4.01 %
                    17,425,000       17,174,752       17,207,563       13.80 %
                                               
McKissock Investment Holdings, LLC (dba Colibri)   Services: Consumer   Senior Secured First Lien Term Loan (SOFR + CSA + 5.00%, 0.75% SOFR + CSA Floor)(20)   3/10/2029       4,962,498       4,916,886       4,714,373       3.78 %
                    4,962,498       4,916,886       4,714,373       3.78 %

 

7

 

 

PHENIXFIN CORPORATION

Consolidated Schedule of Investments

As of December 31, 2022

(Unaudited)

 

Company(1)   Industry   Type of Investment   Maturity     Par Amount/
Shares/Units(2)		     Cost(3)     Fair
Value(4)		     % of Net
Assets(5)		  
                                               
MFA Financial, Inc.(11)   Banking, Finance, Insurance & Real Estate   Equity - 97,426 Class C Preferred Units(13)(19)           97,426       2,318,487       1,714,698       1.38 %
                    97,426       2,318,487       1,714,698       1.38 %
                                               
New York Mortgage Trust, Inc.(11)   Banking, Finance, Insurance & Real Estate   Equity -  165,000 Class E Preferred Units(13)(18)           165,000       4,102,076       3,021,150       2.42 %
                    165,000       4,102,076       3,021,150       2.42 %
                                               
PennyMac Financial Services, Inc.(11)   Banking, Finance, Insurance & Real Estate   Equity - 81,500 Common Units(13)           81,500       5,364,478       4,617,790       3.70 %
                    81,500       5,364,478       4,617,790       3.70 %
                                               
Point.360   Services: Business   Senior Secured First Lien Term Loan(LIBOR + 6.00% PIK)(10)   7/8/2020       2,777,366       2,103,712       -       0.00 %
                    2,777,366       2,103,712       -       0.00 %
                                               
Power Stop LLC   Automotive   Senior Secured First Lien Term Loan(LIBOR + 4.75, 0.50% LIBOR Floor)   1/26/2029       4,962,500       4,917,684       3,821,125       3.06 %
                    4,962,500       4,917,684       3,821,125       3.06 %
                                               
Rithm Capital Corp.(11)   Banking, Finance, Insurance & Real Estate   Equity - 206,684 Class B Preferred Units(13)(17)           206,684       5,129,170       3,974,533       3.19 %
                    206,684       5,129,170       3,974,533       3.19 %

 

8

 

 

PHENIXFIN CORPORATION

Consolidated Schedule of Investments

As of December 31, 2022

(Unaudited)

 

Company(1)   Industry   Type of Investment   Maturity     Par Amount/
Shares/Units(2)		     Cost(3)     Fair
Value(4)		     % of Net
Assets(5)		  
                                               
Secure Acquisition Inc. (dba Paragon Films)(8)   Packaging   Senior Secured First Lien Term Loan(LIBOR + 5.00%, 0.50% LIBOR Floor)   12/16/2028       3,456,638       3,443,979       3,352,939       2.69 %
        Senior Secured First Lien Delayed Draw Term Loan (LIBOR + 5.00%, 0.50% LIBOR Floor)(12)   12/16/2028       -       (970 )     -       0.00 %
                    3,456,638       3,443,009       3,352,939       2.69 %
                                               
Sendero Drilling Company, LLC   Energy: Oil & Gas   Unsecured Debt (9.00%)(10)   8/1/2023       191,250       182,081       -       0.00 %
                    191,250       182,081       -       0.00 %
                                               
SS Acquisition, LLC (dba Soccer Shots Franchising)(8)   Services: Consumer   Senior Secured First Lien Term Loan (SOFR + CSA + 6.50%, 1.00% SOFR Floor)   12/30/2026       6,666,667       6,580,984       6,592,000       5.29 %
        Senior Secured First Lien Delayed Draw Term Loan (SOFR + 6.50%, 1.00% SOFR Floor)(12)   12/30/2026       2,626,667       2,626,667       2,636,800       2.11 %
                    9,293,334       9,207,651       9,228,800       7.40 %
                                               
SMART Financial Operations, LLC   Retail   Equity - 700,000 Class A Preferred Units           700,000       700,000       121,000       0.10 %
                    700,000       700,000       121,000       0.10 %

 

9

 

 

PHENIXFIN CORPORATION

Consolidated Schedule of Investments

As of December 31, 2022

(Unaudited)

 

Company(1)   Industry   Type of Investment   Maturity     Par Amount/
Shares/Units(2)		     Cost(3)     Fair
Value(4)		     % of Net
Assets(5)		  
                                               
Stancor (dba Industrial Flow Solutions Holdings, LLC)   Services: Business   Equity - 338,736.11 Class A Units           338,736       308,652       161,654       0.13 %
                    338,736       308,652       161,654       0.13 %
                                               
Staples, Inc.   Services: Consumer   First Lien Term Loan (LIBOR + 4.50%, 0.0% LIBOR Floor)(14)   9/12/2024       3,721,080       3,658,517       3,674,566       2.96 %
                    3,721,080       3,658,517       3,674,566       2.96 %
                                               
Thryv Holdings, Inc.(11)   Media: Broadcasting & Subscription   Senior Secured First Lien Term Loan (LIBOR + 8.50%, 1.00% LIBOR Floor)(14)   3/1/2026       6,187,924       6,090,770       6,048,696       4.95 %
                    6,187,924       6,090,770       6,048,696       4.95 %
                                               
Velocity Pooling Vehicle, LLC   Automotive   Equity - 5,441 Class A Units           5,441       302,464       -       0.00 %
        Warrants - 0.65% of Outstanding Equity   3/30/2028       6,506       361,667       -       0.00 %
                    11,947       664,131       -       0.00 %

 

10

 

 

PHENIXFIN CORPORATION

Consolidated Schedule of Investments

As of December 31, 2022

(Unaudited)

 

Company(1)   Industry   Type of Investment   Maturity     Par Amount/
Shares/Units(2)		     Cost(3)     Fair
Value(4)		     % of Net
Assets(5)		  
                                               
Walker Edison Furniture Company LLC   Consumer goods: Durable   Equity - 13,044 Common Units           13,044       2,114,646       -       0.00 %
                    13,044       2,114,646       -       0.00 %
                                               
Watermill-QMC Midco, Inc.   Automotive   Equity - 1.30% Partnership Interest(9)           518,283       518,283       -       0.00 %
                    518,283       518,283       -       0.00 %
                                               
Wingman Holdings, Inc.   Aerospace & Defense   Equity - 350 Common Shares           350       700,000       -       0.00 %
                    350       700,000       -       0.00 %
                                               
Subtotal Non-Controlled/Non-Affiliated Investments                 $ 108,596,855     $ 146,467,213     $ 123,227,670       98.92 %

 

11

 

 

PHENIXFIN CORPORATION

Consolidated Schedule of Investments

As of December 31, 2022

(Unaudited)

 

Company(1)   Industry   Type of Investment   Maturity     Par Amount/
Shares/Units(2)		     Cost(3)     Fair
Value(4)		     % of Net
Assets(5)		  
                                               
Affiliated Investments:(6)                                      
1888 Industrial Services, LLC(8)   Energy: Oil & Gas   Senior Secured First Lien Term Loan A (LIBOR + 5.00% PIK, 1.00% LIBOR Floor)(10)   5/1/2023     $ 9,946,741     $ 9,473,068     $ -       0.00 %
        Senior Secured First Lien Term Loan C (LIBOR + 5.00%, 1.00% LIBOR Floor)   5/1/2023       1,231,932       1,191,257       123,193       0.10 %
        Revolving Credit Facility (LIBOR + 5.00%, 1.00% LIBOR Floor)(12)   5/1/2023       4,632,177       4,632,177       4,632,177       3.71 %
        Equity - 21,562 Class A Units           21,562       -       -       -  
                    15,832,412       15,296,502       4,755,370       3.81 %
                                               
Black Angus Steakhouses, LLC(8)   Hotel, Gaming & Leisure   Senior Secured First Lien Delayed Draw Term Loan (SOFR + 9.00%, 1.00% SOFR Floor)   1/31/2024       758,929       758,929       758,929       0.61 %
        Senior Secured First Lien Term Loan( SOFR + 9.00% PIK, 1.00% SOFR Floor)(10)   1/31/2024       8,412,596       7,767,533       1,665,694       1.34 %
        Senior Secured First Lien Super Priority Delayed Draw Term Loan(SOFR + 9.00%, 1.00% SOFR Floor)   1/31/2024       1,500,000       1,500,000       1,500,000       1.20 %
    Equity - 17.92% Membership Interest           -       -       -       0.00 % 
                    10,671,525       10,026,462       3,924,623       3.15 %

 

12

 

 

PHENIXFIN CORPORATION

Consolidated Schedule of Investments

As of December 31, 2022

(Unaudited)

 

Company(1)   Industry   Type of Investment   Maturity     Par Amount/
Shares/Units(2)		     Cost(3)     Fair
Value(4)		     % of Net
Assets(5)		  
                                       
Kemmerer Operations, LLC   Metals & Mining   Senior Secured First Lien Term Loan
(15.00% PIK)		   6/21/2023       1,564,951       1,564,951       1,564,951       1.26 %
        Equity - 6.78 Common Units           7       962,717       1,075,444       0.86 %
                    1,564,958       2,527,668       2,640,395       2.12 %
                                               
US Multifamily, LLC   Banking, Finance, Insurance & Real Estate   Equity - 33,300 Preferred Units           33,300       2,137,315       1,111,404       0.89 %
                    33,300       2,137,315       1,111,404       0.89 %
                                               
Subtotal Affiliated Investments                 $ 28,102,195     $ 29,987,947     $ 12,431,792       9.97 %

 

13

 

 

PHENIXFIN CORPORATION

Consolidated Schedule of Investments

As of December 31, 2022

(Unaudited)

 

Company(1)   Industry   Type of Investment   Maturity     Par Amount/
Shares/Units(2)		     Cost(3)     Fair
Value(4)		     % of Net
Assets(5)		  
                                       
Controlled Investments:(7)                                      
FlexFIN, LLC   Services: Business   Equity Interest         $ 36,670,512     $ 36,670,512     $ 36,670,512       29.41 %
                    36,670,512       36,670,512       36,670,512       29.41 %
                                               
NVTN LLC(8)   Hotel, Gaming & Leisure   Senior Secured First Lien Delayed Draw Term Loan (LIBOR + 4.00% Cash, 1.00% LIBOR Floor)   12/31/2024       7,309,885       7,309,885       7,244,096       5.81 %
        Senior Secured First Lien Term Loan B (LIBOR + 9.25% PIK, 1.00% LIBOR Floor)(10)   12/31/2024       19,561,424       13,916,082       3,697,109       2.96 %
        Senior Secured First Lien Term Loan C(LIBOR + 12.00% PIK, 1.00% LIBOR Floor)(10)   12/31/2024       13,199,860       7,570,056       -       0.00 %
        Equity - 1,000 Class A Units           9,551,135       9,550,924       -       0.00 %
                    49,622,304       38,346,947       10,941,205       8.77 %
                                               
Subtotal Control Investments                 $ 86,292,816     $ 75,017,459     $ 47,611,717       38.18 %
                                               
Total Investments, December 31, 2022         $ 222,991,866     $ 251,472,619     $ 183,271,179       147.07 %

 

(1) All of our investments are domiciled in the United States. Certain investments also have international operations.
(2) Par amount is presented for debt investments and the amount includes accumulated payment-in-kind (“PIK”) interest, as applicable, and is net of repayments, while the number of shares or units owned is presented for equity investments. Par amount is denominated in U.S. Dollars (“$”) unless otherwise noted.

14

 

 

PHENIXFIN CORPORATION
Consolidated Schedule of Investments
As of December 31, 2022
(Unaudited)

 

(3) Net unrealized depreciation for U.S. federal income tax purposes totaled $(68,128,841).
  The tax cost basis of investments is $251,399,020 as of December 31, 2022.
(4) Unless otherwise indicated, all securities are valued using significant unobservable inputs, which are categorized as Level 3 assets under the definition of ASC 820 fair value hierarchy (see Note 4).
(5)

Percentage is based on net assets of $124,692,805 as of December 31, 2022.

(6) Affiliated Investments are defined by the 1940 Act as investments in companies in which the Company owns between 5% and 25% outstanding voting securities or is under common control with such portfolio company.
(7) Control Investments are defined by the Investment Company Act of 1940, as amended (the “1940 Act”), as investments in companies in which the Company owns more than 25% of the voting securities or maintains greater than 50% of the board representation.
(8) The investment has an unfunded commitment as of December 31, 2022 (see Note 8), and fair value includes the value of any unfunded commitments.
(9) Represents 1.3% partnership interest in Watermill-QMC Partners, LP and Watermill-EMI Partners, LP.
(10) The investment was on non-accrual status as of December 31, 2022.
(11) The investment is not a qualifying asset as defined under Section 55(a) of 1940 Act, in a whole, or in part. As of December 31, 2022, 19.96% of the Company’s portfolio investments were non-qualifying assets.
(12) This investment earns 0.50% commitment fee on all unused commitment as of December 31, 2022, and is recorded as a component of interest income on the Consolidated Statements of Operations.
(13) This investment represents a Level 1 security in the ASC 820 table as of December 31, 2022 (see Note 4).
(14) This investment represents a Level 2 security in the ASC 820 table as of December 31, 2022 (see Note 4).
(15) The interest rate on this investment is fixed-to-floating and will shift to 3 month LIBOR plus a 4.743% spread on 9/30/2025.
(16) The interest rate on this investment is fixed-to-floating and will shift to 3 month LIBOR plus a 5.29% spread on 9/27/2027.
(17) The interest rate on this investment is fixed-to-floating and will shift to 3 month LIBOR plus a 5.64% spread on 8/15/2024.
(18) The interest rate on this investment is fixed-to-floating and will shift to 3 month LIBOR plus a 6.429% spread on 1/15/2025.
(19) The interest rate on this preferred equity is fixed-to-floating and will shift to 3 month LIBOR plus a 5.345% spread on 3/31/2025.
(20) Credit Spread Adjustment (“CSA”)

 

The accompanying notes are an integral part of these consolidated financial statements.

 

15

 

 

PHENIXFIN CORPORATION

Consolidated Schedule of Investments

As of September 30, 2022

 

Company(1)  Industry  Type of Investment  Maturity   Par Amount/
Shares/Units(2)		   Cost(3)   Fair
Value(4)		   % of Net
Assets(5)		 
                           
Non-Controlled/Non-Affiliated Investments:                        
                               
Altisource S.A.R.L.(11)  Services: Business  Senior Secured First Lien Term Loan B (LIBOR + 4.00%, 1.00% LIBOR Floor)(14)  4/3/2024   $6,486,419   $5,825,616   $5,448,591    5.23%
              6,486,419    5,825,616    5,448,591    5.23%
                               
Be Green Packaging, LLC  Containers, Packaging & Glass  Equity - 417 Common Units       1    416,250    -    0.00%
              1    416,250    -    0.00%
                               
Boostability Seotowncenter, Inc.  Services: Business  Equity - 3,434,169.6 Common Units       833,152    66,475    -    0.00%
              833,152    66,475    -    0.00%
                               
Chimera Investment Corp.(11)  Banking, Finance, Insurance & Real Estate  Equity - 117,310 Class C Preferred Units(13)(15)       117,310    2,884,724    1,915,672    1.84%
              117,310    2,884,724    1,915,672    1.84%
                               
Copper Property CTL Pass Through Trust  Banking, Finance, Insurance & Real Estate  Equity Certificates(14)       437,795    6,314,757    5,877,398    5.65%
                               
CPI International, Inc.  Aerospace & Defense  Senior Secured Second Lien Term Loan (LIBOR + 7.25%, 1.00% LIBOR Floor)  7/28/2025    2,607,062    2,602,547    2,607,062    2.50%
              2,607,062    2,602,547    2,607,062    2.50%
                               
DataOnline Corp.  High Tech Industries  Senior Secured First Lien Term Loan (LIBOR + 6.25%, 1.00% LIBOR Floor)  11/13/2025    4,862,500    4,862,500    4,765,250    4.58%
      Revolving Credit Facility (LIBOR + 6.25%, 1.00% LIBOR Floor)  11/13/2025    714,286    714,286    700,000    0.67%
              5,576,786    5,576,786    5,465,250    5.25%

 

16

 

 

PHENIXFIN CORPORATION

Consolidated Schedule of Investments

As of September 30, 2022

 

Company(1)  Industry  Type of Investment  Maturity   Par Amount/
Shares/Units(2)		   Cost(3)   Fair
Value(4)		   % of Net
Assets(5)		 
                               
DirecTV Financing, LLC  Media: Broadcasting & Subscription  Senior Secured First Lien Term Loan (LIBOR + 5.00%, 0.75% LIBOR Floor)(14)  8/2/2027    4,550,000    4,550,000    4,220,000    4.05%
              4,550,000    4,550,000    4,220,000    4.05%
                               
Dream Finders Homes, LLC  Construction & Building  Preferred Equity (8.00% PIK)       5,309,341    5,309,341    4,950,961    4.76%
              5,309,341    5,309,341    4,950,961    4.76%
                               
First Brands Group, LLC  Automotive  Senior Secured First Lien Term Loan (SOFR + 5.00%, 1.00% SOFR Floor)  3/30/2027    3,959,799    3,959,799    3,930,101    3.78%
              3,959,799    3,959,799    3,930,101    3.78%
                               
Footprint Holding Company Inc.  Services: Business  Equity - 150 Common Units       150    -    -    0.00%
              150    -    -    0.00%
                               
Franklin BSP Realty Trust, Inc.(11)  Banking, Finance, Insurance & Real Estate  Equity - 529,914 Common Units(13)       529,914    8,754,386    5,707,174    5.48%
              529,914    8,754,386    5,707,174    5.48%
                               
Global Accessories Group, LLC  Consumer goods: Non-durable  Equity - 3.8% Membership Interest       380    151,337    -    0.00%
              380    151,337    -    0.00%
                               
Great AJAX Corp.(11)  Banking, Finance, Insurance & Real Estate  Equity - 254,922 Common Units(13)       254,922    3,333,786    1,914,464    1.84%
              254,922    3,333,786    1,914,464    1.84%

 

17

 

 

PHENIXFIN CORPORATION

Consolidated Schedule of Investments

As of September 30, 2022

 

Company(1)  Industry  Type of Investment  Maturity   Par Amount/
Shares/Units(2)		   Cost(3)   Fair
Value(4)		   % of Net
Assets(5)		 
                               
Innovate Corp.  Construction & Building  8.50% Senior Secured Notes(14)  2/1/2026    2,250,000    2,252,156    1,659,375    1.59%
              2,250,000    2,252,156    1,659,375    1.59%
                               
Invesco Mortgage Capital, Inc.(11)  Banking, Finance, Insurance & Real Estate  Equity - 205,000 Class C Preferred Units(13)(16)       205,000    5,035,506    3,138,550    3.02%
              205,000    5,035,506    3,138,550    3.02%
                               
JFL-NGS-WCS Partners, LLC  Construction & Building  Senior Secured First Lien Term Loan B (LIBOR + 5.50%, 1.00% LIBOR Floor)  11/12/2026    885,050    888,790    865,137    0.83%
      Equity - 10,000,000 Units       10,000,000    10,000,000    10,248,798    9.85%
              10,885,050    10,888,790    11,113,935    10.68%
                               
Lighting Science Group Corporation  Containers, Packaging & Glass  Warrants - 0.62% of Outstanding Equity       5,000,000    955,680    -    0.00%
              5,000,000    955,680    -    0.00%
                               
Lucky Bucks, LLC  Consumer Discretionary  Senior Secured First Lien Term Loan(LIBOR + 5.50%, 0.75% LIBOR Floor)  7/30/2027    7,218,750    7,095,116    6,208,125    5.96%
              7,218,750    7,095,116    6,208,125    5.96%
                               
Maritime Wireless Holdings LLC  Hotel, Gaming & Leisure  Senior Secured First Lien Term Loan A (SOFR + CSA + 9.00%, 1.00% SOFR + CSA Floor)(20)  2/15/2024    5,000,000    4,900,000    4,900,000    4.71%
      Senior Secured First Lien Term Loan B (SOFR + CSA + 9.00%, 1.00% SOFR + CSA Floor)(20)  5/31/2027    7,500,000    7,350,000    7,350,000    7.06%
      Convertible Promissory Note       5,000,000    5,000,000    5,000,000    4.80%
              17,500,000    17,250,000    17,250,000    16.57%

 

18

 

 

PHENIXFIN CORPORATION

Consolidated Schedule of Investments

As of September 30, 2022

 

Company(1)  Industry  Type of Investment  Maturity   Par Amount/
Shares/Units(2)		   Cost(3)   Fair
Value(4)		   % of Net
Assets(5)		 
                               
McKissock Investment Holdings, LLC (dba Colibri)  Services: Consumer  Senior Secured First Lien Term Loan (SOFR + CSA + 5.00%, 0.75% SOFR + CSA Floor)(20)  3/10/2029    4,974,999    4,927,870    4,875,500    4.68%
              4,974,999    4,927,870    4,875,500    4.68%
                               
MFA Financial, Inc.(11)  Banking, Finance, Insurance & Real Estate  Equity - 97,426 Class C Preferred Units(13)(19)       97,426    2,318,487    1,722,492    1.65%
              97,426    2,318,487    1,722,492    1.65%
                               
New York Mortgage Trust, Inc.(11)  Banking, Finance, Insurance & Real Estate  Equity - 165,000 Class E Preferred Units(13)(18)       165,000    4,102,076    2,953,500    2.84%
              165,000    4,102,076    2,953,500    2.84%
                               
PennyMac Financial Services, Inc.(11)  Banking, Finance, Insurance & Real Estate  Equity - 81,500 Common Units(13)       81,500    5,364,478    3,496,350    3.36%
              81,500    5,364,478    3,496,350    3.36%
                               
Point.360  Services: Business  Senior Secured First Lien Term Loan(LIBOR + 6.00% PIK)(10)  7/8/2020    2,777,366    2,103,712    -    0.00%
              2,777,366    2,103,712    -    0.00%
                               
Power Stop LLC  Automotive  Senior Secured First Lien Term Loan(LIBOR + 4.75, 0.50% LIBOR Floor)  1/26/2029    4,975,000    4,930,071    4,029,750    3.87%
              4,975,000    4,930,071    4,029,750    3.87%
                               
Rithm Capital Corp.(11)  Banking, Finance, Insurance & Real Estate  Equity - 206,684 Class B Preferred Units(13)(17)       206,684    5,129,170    3,902,194    3.75%
              206,684    5,129,170    3,902,194    3.75%
                               
Secure Acquisition Inc. (dba Paragon Films)(8)  Packaging  Senior Secured First Lien Term Loan(LIBOR + 5.00%, 0.50% LIBOR Floor)  12/16/2028    3,465,345    3,451,574    3,361,385    3.23%
      Senior Secured First Lien Delayed Draw Term Loan (LIBOR + 5.00%, 0.50% LIBOR Floor)(12)  12/16/2028    -    (970)   -    0.00%
              3,465,345    3,450,604    3,361,385    3.23%

 

19

 

 

PHENIXFIN CORPORATION
Consolidated Schedule of Investments
As of September 30, 2022

 

Company(1)  Industry  Type of Investment  Maturity   Par Amount/
Shares/Units(2)		   Cost(3)   Fair
Value(4)		   % of Net
Assets(5)		 
                           
Sendero Drilling Company, LLC  Energy: Oil & Gas  Unsecured Debt (9.00%)(10)  8/1/2023    191,250    182,081    -    0.00%
              191,250    182,081    -    0.00%
                               
SS Acquisition, LLC (dba Soccer Shots Franchising)(8)  Services: Consumer  Senior Secured First Lien Term Loan (LIBOR + 6.50%, 1.00% LIBOR Floor)  12/30/2026    6,666,667    6,575,847    6,591,667    6.33%
              6,666,667    6,575,847    6,591,667    6.33%
                               
SMART Financial Operations, LLC  Retail  Equity - 700,000 Class A Preferred Units       700,000    700,000    120,793    0.12%
              700,000    700,000    120,793    0.12%
                               
Stancor (dba Industrial Flow Solutions Holdings, LLC)  Services: Business  Equity - 338,736.11 Class A Units       338,736    308,652    265,269    0.25%
              338,736    308,652    265,269    0.25%
                               
Staples, Inc.  Services: Consumer  First Lien Term Loan (LIBOR + 4.50%, 0.0% LIBOR Floor)(14)  9/12/2024    3,730,720    3,659,706    3,488,223    3.35%
              3,730,720    3,659,706    3,488,223    3.35%
                               
Thryv Holdings, Inc.(11)  Services: Consumer  Senior Secured First Lien Term Loan B (LIBOR + 8.50%, 1.00% LIBOR Floor)  3/1/2026    6,515,633    6,406,051    6,287,583    6.04%
              6,515,633    6,406,051    6,287,583    6.04%
                               
Velocity Pooling Vehicle, LLC  Automotive  Equity - 5,441 Class A Units       5,441    302,464    52,342    0.05%
      Warrants - 0.65% of Outstanding Equity  3/30/2028    6,506    361,667    62,569    0.06%
              11,947    664,131    114,911    0.11%

 

20

 

 

PHENIXFIN CORPORATION

Consolidated Schedule of Investments

As of September 30, 2022

 

Company(1)  Industry  Type of Investment  Maturity   Par Amount/
Shares/Units(2)		   Cost(3)   Fair
Value(4)		   % of Net
Assets(5)		 
                               
Walker Edison Furniture Company LLC  Consumer goods: Durable  Equity - 13,044 Common Units       13,044    2,114,646    -    0.00%
              13,044    2,114,646    -    0.00%
                               
Watermill-QMC Midco, Inc.  Automotive  Equity - 1.30% Partnership Interest(9)       518,283    518,283    -    0.00%
              518,283    518,283    -    0.00%
                               
Wingman Holdings, Inc.  Aerospace & Defense  Equity - 350 Common Shares       350    700,000    -    0.00%
              350    700,000    -    0.00%
Subtotal Non-Controlled/Non-Affiliated Investments      $109,151,781   $147,378,917   $122,616,275    112.13%

 

21

 

 

PHENIXFIN CORPORATION

Consolidated Schedule of Investments

As of September 30, 2022

 

Company(1)  Industry  Type of Investment  Maturity   Par Amount/
Shares/Units(2)		   Cost(3)   Fair
Value(4)		   % of Net
Assets(5)		 
                               
Affiliated Investments:(6)                        
1888 Industrial Services, LLC(8)  Energy: Oil & Gas  Senior Secured First Lien Term Loan A (LIBOR + 5.00% PIK, 1.00% LIBOR Floor)(10)  5/1/2023   $9,946,741   $9,473,068   $-    0.00%
      Senior Secured First Lien Term Loan C(LIBOR + 5.00%, 1.00% LIBOR Floor)  5/1/2023    1,231,932    1,191,257    -    0.00%
      Revolving Credit Facility (LIBOR + 5.00%, 1.00% LIBOR Floor)(12)  5/1/2023    4,416,555    4,416,555    4,151,562    3.99%
      Equity - 21,562 Class A Units       21,562    -    -    - 
              15,616,790    15,080,880    4,151,562    3.99%

 

22

 

 

PHENIXFIN CORPORATION

Consolidated Schedule of Investments

As of September 30, 2022

 

Company(1)  Industry  Type of Investment  Maturity   Par Amount/
Shares/Units(2)		   Cost(3)   Fair
Value(4)		   % of Net
Assets(5)		 
                               
Black Angus Steakhouses, LLC(8)  Hotel, Gaming & Leisure  Senior Secured First Lien Delayed Draw Term Loan (SOFR + 9.00%, 1.00% SOFR Floor)  1/31/2024    758,929    758,929    758,929    0.73%
      Senior Secured First Lien Term Loan( SOFR + 9.00% PIK, 1.00% SOFR Floor)(10)  1/31/2024    8,412,596    7,767,533    1,547,918    1.49%
      Senior Secured First Lien Super Priority Delayed Draw Term Loan(SOFR + 9.00%, 1.00% SOFR Floor)  1/31/2024    1,500,000    1,500,000    1,500,000    1.44%
              10,671,525    10,026,462    3,806,847    3.66%
                               
Kemmerer Operations, LLC(8)  Metals & Mining  Senior Secured First Lien Term Loan(15.00% PIK)  6/21/2023    2,378,510    2,378,510    2,378,510    2.28%
      Equity - 6.78 Common Units       7    962,717    694,702    0.67%
              2,378,517    3,341,227    3,073,212    2.95%
                               
US Multifamily, LLC  Banking, Finance, Insurance & Real Estate  Equity - 33,300 Preferred Units       33,300    2,137,315    1,282,571    1.23%
              33,300    2,137,315    1,282,571    1.23%
                               
Subtotal Affiliated Investments            $28,700,132   $30,585,884   $12,314,192    11.83%

 

23

 

 

PHENIXFIN CORPORATION

Consolidated Schedule of Investments

As of September 30, 2022

 

Company(1)  Industry  Type of Investment  Maturity   Par Amount/
Shares/Units(2)		   Cost(3)   Fair
Value(4)		   % of Net
Assets(5)		 
                               
Controlled Investments:(7)                        
FlexFIN, LLC  Services: Business  Equity Interest      $47,136,146   $47,136,146   $47,136,146    45.28%
              47,136,146    47,136,146    47,136,146    45.28%
                               
NVTN LLC(8)  Hotel, Gaming & Leisure  Senior Secured First Lien Delayed Draw Term Loan (LIBOR + 4.00% Cash, 1.00% LIBOR Floor)  12/31/2024    7,309,885    7,309,885    7,192,927    6.91%
      Senior Secured First Lien Super Priority DDTL  (LIBOR + 4.00% Cash, 1.00% LIBOR Floor)  12/31/2024    -    -    -    0.00%
      Senior Secured First Lien Term Loan B (LIBOR + 9.25% PIK, 1.00% LIBOR Floor)(10)  12/31/2024    19,561,424    13,916,082    3,697,109    3.55%
      Senior Secured First Lien Term Loan C(LIBOR + 12.00% PIK, 1.00% LIBOR Floor)(10)  12/31/2024    13,199,860    7,570,056    -    0.00%
      Equity - 1,000 Class A Units       9,551,135    9,550,924    -    0.00%
              49,622,304    38,346,947    10,890,036    10.46%
                               
Subtotal Control Investments            $96,758,450   $85,483,093   $58,026,182    55.74%
                               
Total Investments, September 30, 2022      $234,610,363   $263,447,894   $192,956,649    179.70%

 

 

24

 

 

PHENIXFIN CORPORATION
Consolidated Schedule of Investments
As of September 30, 2022

 

(1) All of our investments are domiciled in the United States. Certain investments also have international operations.
(2) Par amount is presented for debt investments and the amount includes accumulated payment-in-kind (“PIK”) interest, as applicable, and is net of repayments, while the number of shares or units owned is presented for equity investments. Par amount is denominated in U.S. Dollars (“$”) unless otherwise noted.
(3) Net unrealized depreciation for U.S. federal income tax purposes totaled $(69,642,639). The tax cost basis of investments is $262,599,288 as of September 30, 2022.
(4) Unless otherwise indicated, all securities are valued using significant unobservable inputs, which are categorized as Level 3 assets under the definition of ASC 820 fair value hierarchy (see Note 4).
(5) Percentage is based on net assets of $121,845,408 as of September 30, 2022.
(6) Affiliated Investments are defined by the 1940 Act as investments in companies in which the Company owns between 5% and 25% outstanding voting securities or is under common control with such portfolio company.
(7) Control Investments are defined by the Investment Company Act of 1940, as amended (the “1940 Act”), as investments in companies in which the Company owns more than 25% of the voting securities or maintains greater than 50% of the board representation.
(8) The investment has an unfunded commitment as of September 30, 2022 (see Note 8), and fair value includes the value of any unfunded commitments.
(9) Represents 1.3% partnership interest in Watermill-QMC Partners, LP and Watermill-EMI Partners, LP.
(10) The investment was on non-accrual status as of September 30, 2022.
(11) The investment is not a qualifying asset as defined under Section 55(a) of 1940 Act, in a whole, or in part. As of September 30, 2022, 17.24% of the Company’s portfolio investments were non-qualifying assets.
(12) This investment earns 0.50% commitment fee on all unused commitment as of June 30, 2022, and is recorded as a component of interest income on the Consolidated Statements of Operations.
(13) This investment represents a Level 1 security in the ASC 820 table as of June 30, 2022 (see Note 4).
(14) This investment represents a Level 2 security in the ASC 820 table as of June 30, 2022 (see Note 4).
(15) The interest rate on this loan is fixed-to-floating and will shift to 3 month LIBOR plus a 4.743% spread on 9/30/2025.
(16) The interest rate on this loan is fixed-to-floating and will shift to 3 month LIBOR plus a 5.29% spread on 9/27/2027.
(17) The interest rate on this loan is fixed-to-floating and will shift to 3 month LIBOR plus a 5.64% spread on 8/15/2024.
(18) The interest rate on this loan is fixed-to-floating and will shift to 3 month LIBOR plus a 6.429% spread on 1/15/2025.
(19) The interest rate on this preferred equity is fixed-to-floating and will shift to 3 month LIBOR plus a 5.345% spread on 3/31/2025.
(20) Credit Spread Adjustment (“CSA”)

 

The accompanying notes are an integral part of these consolidated financial statements.

 

25

 

 

PHENIXFIN CORPORATION
Notes to Consolidated Financial Statements
December 31, 2022
(Unaudited)

 

Note 1. Organization 

 

PhenixFIN Corporation (“PhenixFIN.” the “Company,” “we” and “us”) is an internally-managed non-diversified closed end management investment company incorporated in Delaware that has elected to be regulated as a business development company (“BDC”) under the Investment Company Act of 1940, as amended (the “1940 Act”). We completed our initial public offering (“IPO”) 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 (“RIC”) under Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”). On November 18, 2020, the board of directors of the Company approved the adoption of an internalized management structure, effective January 1, 2021. Until close of business on December 31, 2020 we were externally managed and advised by MCC Advisors LLC (“MCC Advisors”), pursuant to an investment management agreement. MCC Advisors is a wholly owned subsidiary of Medley LLC, which is controlled by Medley Management Inc. (OTCM: MDLM), a publicly traded asset management firm, which in turn is controlled by Medley Group LLC, an entity wholly owned by the senior professionals of Medley LLC. We use the term “Medley” to refer collectively to the activities and operations of Medley Capital LLC, Medley LLC, MDLY, Medley Group LLC, MCC Advisors, associated investment funds and their respective affiliates. Since January 1, 2021 the Company has been managed pursuant to an internalized management structure.

 

The Company has formed and expects to continue to form certain taxable subsidiaries (the “Taxable Subsidiaries”), which are taxed as corporations for federal income tax purposes. These Taxable Subsidiaries allow us to, among other things, hold equity securities of portfolio companies organized as pass-through entities while continuing to satisfy the requirements of a RIC under the Code.

 

The Company’s investment objective is to generate current income and capital appreciation. The management team seeks to achieve this objective primarily through making loans, private equity or other investments in privately-held companies. The Company may also make debt, equity or other investments in publicly-traded companies. (These investments may also include investments in other BDCs, closed-end funds or REITs.) We may also pursue other strategic opportunities and invest in other assets or operate other businesses to achieve our investment objective, such as operating and managing an asset-based lending business. The portfolio generally consists of senior secured first lien term loans, senior secured second lien term loans, senior secured bonds, preferred equity and common equity. Occasionally, we will receive warrants or other equity participation features which we believe will have the potential to increase total investment returns. Our loan and other debt investments are primarily rated below investment grade or are unrated. Investments in below investment grade securities are considered predominantly speculative with respect to the issuer’s capacity to pay interest and repay principal when due.

 

Since January 4, 2021, the common stock trades on the NASDAQ Global Market under the trading symbol “PFX.”

 

26

 

 

PHENIXFIN CORPORATION
Notes to Consolidated Financial Statements (continued)
December 31, 2022
(Unaudited)

 

Note 2. Significant Accounting Policies

 

Basis of Presentation

 

The Company is an investment company following the accounting and reporting guidance in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification 946 (“ASC 946”), Financial Services – Investment Companies. The accompanying consolidated financial statements have been prepared on the accrual basis of accounting in conformity with U.S. generally accepted accounting principles (“GAAP”) and include the consolidated accounts of the Company and its wholly owned subsidiaries PhenixFIN Small Business Fund, LP (“PhenixFIN Small Business Fund”) and PhenixFIN SLF Funding I LLC (“PhenixFIN SLF”), and its wholly owned Taxable Subsidiaries. All references made to the “Company,” “we,” and “us” herein include PhenixFIN Corporation and its consolidated subsidiaries, except as stated otherwise. Additionally, the accompanying consolidated financial statements of the Company and related financial information have been prepared pursuant to the requirements for reporting on Form 10-K and Article 10 of Regulation S-X of the Securities Act of 1933.  In the opinion of management, the consolidated financial statements reflect all adjustments and reclassifications, which are of a normal recurring nature, that are necessary for the fair presentation of financial results as of and for the periods presented. Therefore, this Form 10-Q should be read in conjunction with the Company’s annual report on Form 10-K for the year ended September 30, 2022. The current period’s results of operations will not necessarily be indicative of results that ultimately may be achieved for the fiscal year ending September 30, 2023.

 

Use of Estimates in the Preparation of Financial Statements

 

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

 

Cash, Restricted Cash and Cash Equivalents

 

The Company considers cash equivalents to be highly liquid investments with original maturities of three months or less. Cash and cash equivalents include deposits in a money market account. The Company deposits its cash in financial institutions and, at times, such balances may be in excess of the Federal Deposit Insurance Corporation insurance limits. As of December 31, 2022 and September 30, 2022, we had $17.7 million and $22.8 million in cash and cash equivalents, respectively, none of which is restricted.

 

Debt Issuance Costs

 

Debt issuance costs, incurred in connection with any credit facilities and unsecured notes (see Note 5) are deferred and amortized over the life of the respective credit facility or instrument.

 

Indemnification

 

In the normal course of business, the Company enters into contractual agreements that provide general indemnifications against losses, costs, claims and liabilities arising from the performance of individual obligations under such agreements. The Company has had no material claims or payments pursuant to such agreements. The Company’s individual maximum exposure under these arrangements is unknown, as this would involve future claims that may be made against the Company that have not yet occurred. However, based on management’s experience, the Company expects the risk of loss to be remote.

 

Revenue Recognition

 

Interest income, adjusted for amortization of premiums and accretion of discounts, is recorded on an accrual basis. Dividend income, which represents dividends from equity investments and distributions from Taxable Subsidiaries, is recorded on the ex-dividend date and when the distribution is received, respectively.

 

The Company holds debt investments in its portfolio that contain a payment-in-kind (“PIK”) interest provision. PIK interest, which represents contractually deferred interest added to the investment balance that is generally due at maturity, is recorded on the accrual basis to the extent such amounts are expected to be collected. PIK interest is not accrued if the Company does not expect the issuer to be able to pay all principal and interest when due. For the three months ended December 31, 2022 and 2021, the Company earned approximately $0.2 million and $0.2 million in PIK interest, respectively.

  

27

 

 

PHENIXFIN CORPORATION
Notes to Consolidated Financial Statements (continued)
December 31, 2022
(Unaudited)

 

Note 2. Significant Accounting Policies (continued)

 

Origination/closing, amendment and transaction break-up fees associated with investments in portfolio companies are recognized as income when we become entitled to such fees. Prepayment penalties received by the Company for debt instruments paid back to the Company prior to the maturity date are recorded as income upon repayment of debt. Administrative agent fees received by the Company are capitalized as deferred revenue and recorded as fee income when the services are rendered. For the three months ended December 31, 2022 and 2021, fee income was approximately $0.1 million, and $0.3 million, respectively (see Note 9).

 

Investment transactions are accounted for on a trade date basis. Realized gains or losses on investments are measured by the difference between the net proceeds from the disposition and the amortized cost basis of investment, without regard to unrealized gains or losses previously recognized. During the three months ended December 31, 2022 and 2021, $0.0 million and $(19.6) million of the Company’s realized losses were related to certain non-cash restructuring transactions, which are recorded on the Consolidated Statements of Operations as a component of net realized gain/(loss) from investments. The Company reports changes in fair value of investments as a component of the net unrealized appreciation/(depreciation) on investments in the Consolidated Statements of Operations.

 

Management reviews all loans that become 90 days or more past due on principal or interest or when there is reasonable doubt that principal or interest will be collected for possible placement on management’s designation of non-accrual status. Interest receivable is analyzed regularly and may be reserved against when deemed not collectible. Interest payments received on non-accrual loans may be recognized as income or applied to principal depending upon management’s judgment regarding collectability. Non-accrual loans are restored to accrual status when past due principal and interest is paid and, in management’s judgment, are likely to remain current, although we may make exceptions to this general rule if the loan has sufficient collateral value and is in the process of collection. At December 31, 2022, certain investments in 5 portfolio companies held by the Company were on non-accrual status with a combined fair value of approximately $5.4 million, or 2.9% of the fair value of our portfolio. At September 30, 2022, certain investments in five portfolio companies held by the Company were on non-accrual status with a combined fair value of approximately $5.2 million, or 2.7% of the fair value of our portfolio.

 

Investment Classification

 

The Company classifies its investments in accordance with the requirements of the 1940 Act. Under the 1940 Act, we would be deemed to “control” a portfolio company if we owned more than 25% of its outstanding voting securities and/or had the power to exercise control over the management or policies of such portfolio company. We refer to such investments in portfolio companies that we “control” as “Control Investments.” Under the 1940 Act, we would be deemed to be an “Affiliated Person” of a portfolio company if we own between 5% and 25% of the portfolio company’s outstanding voting securities or we are under common control with such portfolio company. We refer to such investments in Affiliated Persons as “Affiliated Investments.”

 

Valuation of Investments

 

The Company applies fair value accounting to all of its financial instruments in accordance with the 1940 Act and ASC Topic 820 - Fair Value Measurements and Disclosures (“ASC 820”). ASC 820 defines fair value, establishes a framework used to measure fair value and requires disclosures for fair value measurements. In accordance with ASC 820, the Company has categorized its financial instruments carried at fair value, based on the priority of the valuation technique, into a three-level fair value hierarchy as discussed in Note 4. Fair value is a market-based measure considered from the perspective of the market participant who holds the financial instrument rather than an entity specific measure. Therefore, when market assumptions are not readily available, the Company’s own assumptions are set to reflect those that management believes market participants would use in pricing the financial instrument at the measurement date.

 

Investments for which market quotations are readily available are valued at such market quotations, which are generally obtained from an independent pricing service or multiple broker-dealers or market makers. We weight the use of third-party broker quotations, if any, in determining fair value based on our understanding of the level of actual transactions used by the broker to develop the quote and whether the quote was an indicative price or binding offer. However, debt investments with remaining maturities within 60 days that are not credit impaired are valued at cost plus accreted discount, or minus amortized premium, which approximates fair value. Investments for which market quotations are not readily available are valued at fair value as determined by our Chief Financial Officer, the Company’s Valuation Designee, based upon input from management and third-party valuation firms. Because these investments are illiquid and because there may not be any directly comparable companies whose financial instruments have observable market values, these loans are valued using a fundamental valuation methodology, consistent with traditional asset pricing standards, that is objective and consistently applied across all loans and through time.

 

Investments in investment funds are valued at fair value. Fair values are generally determined utilizing the NAV supplied by, or on behalf of, management of each investment fund, which is net of management and incentive fees or allocations charged by the investment fund and is in accordance with the “practical expedient”, as defined by FASB Accounting Standards Update (“ASU”) 2009-12, Investments in Certain Entities that Calculate Net Asset Value per Share. NAVs received by, or on behalf of, management of each investment fund are based on the fair value of the investment funds’ underlying investments in accordance with policies established by management of each investment fund, as described in each of their financial statements and offering memorandum. If the Company is in the process of the sale of an investment fund, fair value will be determined by actual or estimated sale proceeds.

 

28

 

 

PHENIXFIN CORPORATION
Notes to Consolidated Financial Statements (continued)
December 31, 2022
(Unaudited)

 

Note 2. Significant Accounting Policies (continued)

 

The methodologies utilized by the Company in estimating the fair value of its investments categorized as Level 3 generally fall into the following two categories:

 

  ● The “Market Approach” uses prices and other relevant information generated by market transactions involving identical or comparable (that is, similar) assets, liabilities, or a group of assets and liabilities, such as a business.

 

  ● The “Income Approach” converts future amounts (for example, cash flows or income and expenses) to a single current (that is, discounted) amount. When the Income Approach is used, the fair value measurement reflects current market expectations about those future amounts.

 

The Company has engaged third-party valuation firms (the “Valuation Firms”) to assist it and its Valuation Designee (the Chief Financial Officer) in the valuation of its portfolio investments. The valuation reports generated by the Valuation Firms consider the evaluation of financing and sale transactions with third parties, expected cash flows and market-based information, including comparable transactions, performance multiples, and movement in yields of debt instruments, among other factors. The Company uses a market yield analysis under the Income Approach or an enterprise model of valuation under the Market Approach, or a combination thereof. In applying the market yield analysis, the value of the Company’s loans is determined based upon inputs such as the coupon rate, current market yield, interest rate spreads of similar securities, the stated value of the loan, and the length to maturity. In applying the enterprise model, the Company uses a waterfall analysis, which takes into account the specific capital structure of the borrower and the related seniority of the instruments within the borrower’s capital structure into consideration. To estimate the enterprise value of the portfolio company, we weigh some or all of the traditional market valuation methods and factors based on the individual circumstances of the portfolio company in order to estimate the enterprise value.

 

The methodologies and information that the Company utilizes when applying the Market Approach for performing investments include, among other things:

 

  ● valuations of comparable public companies (“Guideline Comparable Approach”);

 

  ● recent sales of private and public comparable companies (“Guideline Comparable Approach”);

 

  ● recent acquisition prices of the company, debt securities or equity securities (“Recent Arms-Length Transaction”);

 

  ● external valuations of the portfolio company, offers from third parties to buy the company (“Estimated Sales Proceeds Approach”);

 

  ● subsequent sales made by the company of its investments (“Expected Sales Proceeds Approach”); and

 

  ● estimating the value to potential buyers.

 

The methodologies and information that the Company utilizes when applying the Income Approach for performing investments include:

 

  ● discounting the forecasted cash flows of the portfolio company or securities (Discounted Cash Flow (“DCF”) Approach); and

 

  ● Black-Scholes model or simulation models or a combination thereof (Income Approach - Option Model) with respect to the valuation of warrants.

 

For non-performing investments, we may estimate the liquidation or collateral value of the portfolio company’s assets and liabilities using an expected recovery model (Market Approach - Expected Recovery Analysis or Estimated Liquidation Proceeds).

 

We undertake a multi-step valuation process each quarter when valuing investments for which market quotations are not readily available, as described below:

 

  ● our quarterly valuation process generally begins with each portfolio investment being internally valued by a Valuation Firm;

 

  ● Available third-party market data will be reviewed by company personnel designated by the Valuation Designee (“Fair Value Personnel”) and the Valuation Firm.

 

  ● Available portfolio company data and general industry data are then reviewed by the Fair Value Personnel.

 

  ● Preliminary valuation conclusions are then documented and discussed with the Fair Value Personnel.

 

  ● The Valuation Designee then determines the fair value of each investment in the Company’s portfolio in good faith based on such discussions, the Company’s Valuation Policy and the Valuation Firms’ final estimated valuations.

 

29

 

 

PHENIXFIN CORPORATION
Notes to Consolidated Financial Statements (continued)
December 31, 2022
(Unaudited)

 

Note 2. Significant Accounting Policies (continued)

 

Due to the inherent uncertainty of determining the fair value of investments that do not have a readily available market value, the fair value of our investments may differ from the values that would have been used had a readily available market value existed for such investments, and the differences could be material. In addition, changes in the market environment (including the impact of COVID-19 on financial markets), portfolio company performance, and other events may occur over the lives of the investments that may cause the gains or losses ultimately realized on these investments to be materially different than the valuations currently assigned.

  

Fair Value of Financial Instruments

 

The carrying amounts of certain of our financial instruments, including cash and cash equivalents, accounts payable and accrued expenses, approximate fair value due to their short-term nature. The carrying amounts and fair values of our long-term obligations are discussed in Note 5.

 

Recent Accounting Pronouncements

 

In March 2020, the FASB issued ASU 2020-04, “Reference rate reform (Topic 848)—Facilitation of the effects of reference rate reform on financial reporting.” The amendments in this update provide optional expedients and exceptions for applying U.S. GAAP to certain contracts and hedging relationships that reference LIBOR or another reference rate expected to be discontinued due to reference rate reform and became effective upon issuance for all entities. The Company has agreements that have LIBOR as a reference rate with certain portfolio companies and also with certain lenders. Many of these agreements include language for choosing an alternative successor rate if LIBOR reference is no longer considered to be appropriate. Contract modifications are required to be evaluated in determining whether the modifications result in the establishment of new contracts or the continuation of existing contracts. In January 2021, the FASB issued ASU 2021-01, “Reference rate reform (Topic 848),” which expanded the scope of Topic 848. ASU 2020-04 and ASU 2021-01 are effective through December 31, 2022 when the Company plans to apply the amendments in this update to account for contract modifications due to changes in reference rates. On Dec. 21, 2022, the Financial Accounting Standards Board (FASB) issued a new Accounting Standards Update ASU 2022-06, “Reference Rate Reform (Topic 848): Deferral of the Sunset Date of Topic 848,” that extends the sunset (or expiration) date of Accounting Standards Codification (ASC) Topic 848 to Dec. 31, 2024. This gives reporting entities two additional years to apply the accounting relief provided under ASC Topic 848 for matters related to reference rate reform. The ASU is effective immediately. The Company has adopted ASU 2020-04 and ASU 2021-01 and there is no material impact on its consolidated financial statements and disclosures.

 

Federal Income Taxes

 

The Company has elected, and intends to qualify annually, to be treated as a RIC under Subchapter M of the Code. In order to continue to qualify as a RIC and be eligible for tax treatment under Subchapter M of the Code, among other things, the Company is required to meet certain source of income and asset diversification requirements and timely distribute to its stockholders at least 90% of the sum of investment company taxable income (“ICTI”), as defined by the Code, including PIK interest, and net tax exempt interest income (which is the excess of gross tax exempt interest income over certain disallowed deductions) for each taxable year. Depending on the level of ICTI earned in a tax year, the Company may choose to carry forward ICTI in excess of current year dividend distributions into the next tax year. Any such carryover ICTI must be distributed before the end of that next tax year through a dividend declared prior to filing the final tax return related to the year which generated such ICTI.

 

The Company is subject to a nondeductible U.S. federal excise tax of 4% on undistributed income if it does not distribute at least 98% of its ordinary income in any calendar year and 98.2% of its capital gain net income for each one-year period ending on October 31 of such calendar year and any income realized, but not distributed, in preceding years and on which it did not pay federal income tax. To the extent that the Company determines that its estimated current year annual taxable income will be in excess of estimated current year dividend distributions for excise tax purposes, the Company accrues excise tax, if any, on estimated excess taxable income as taxable income is earned. There was no provision for federal excise tax at December 31, 2022 and December 31, 2021.

 

The Company’s Taxable Subsidiaries accrue income taxes payable based on the applicable corporate rates on the unrealized gains generated by the investments held by the Taxable Subsidiaries. As of December 31, 2022 and September 30, 2022, the Company did not record a deferred tax liability on the Consolidated Statements of Assets and Liabilities. The change in provision for deferred taxes is included as a component of net realized and unrealized gain/(loss) on investments in the Consolidated Statements of Operations. For the three months ended December 31, 2022 and 2021, the Company did not record a change in provision for deferred taxes on the unrealized (appreciation)/depreciation on investments.  

 

As of December 31, 2022 and September 30 2022, the Company had a deferred tax asset of $26.3 million and $26.2 million, respectively, consisting primarily of net operating losses and net unrealized losses on the investments held within its Taxable Subsidiaries. As of December 31, 2022 and September 30, 2022, the Company has booked a valuation allowance of $26.3 million and $26.2 million, respectively, against its deferred tax asset.

 

30

 

 

PHENIXFIN CORPORATION
Notes to Consolidated Financial Statements (continued)
December 31, 2022
(Unaudited)

 

Note 2. Significant Accounting Policies (continued)

 

ICTI generally differs from net investment income for financial reporting purposes due to temporary and permanent differences in the recognition of income and expenses. The Company may be required to recognize ICTI in certain circumstances in which it does not receive cash. For example, if the Company holds debt obligations that are treated under applicable tax rules as having original issue discount, the Company must include in ICTI each year a portion of the original issue discount that accrues over the life of the obligation, regardless of whether cash representing such income is received by the Company in the same taxable year. The Company may also have to include in ICTI other amounts that it has not yet received in cash, such as 1) PIK interest income and 2) interest income from investments that have been classified as non-accrual for financial reporting purposes. Interest income on non-accrual investments is not recognized for financial reporting purposes, but generally is recognized in ICTI. Because any original issue discount or other amounts accrued will be included in the Company’s ICTI for the year of accrual, the Company may be required to make a distribution to its stockholders in order to satisfy the minimum distribution requirements, even though the Company will not have received and may not ever receive any corresponding cash amount. ICTI also excludes net unrealized appreciation or depreciation, as investment gains or losses are not included in taxable income until they are realized. 

 

The Company accounts for income taxes in conformity with ASC Topic 740 - Income Taxes (“ASC 740”). ASC 740 provides guidelines for how uncertain tax positions should be recognized, measured, presented and disclosed in financial statements. ASC 740 requires the evaluation of tax positions taken or expected to be taken in the course of preparing the Company’s tax returns to determine whether the tax positions are “more-likely-than-not” of being sustained by the applicable tax authority. Tax positions deemed to meet a “more-likely-than-not” threshold would be recorded as a tax benefit or expense in the current period. The Company recognizes interest and penalties, if any, related to unrecognized tax benefits as income tax expense in the Consolidated Statements of Operations. There were no material uncertain income tax positions at December 31, 2022. Although we file federal and state tax returns, our major tax jurisdiction is federal. The Company’s federal and state tax returns for the prior three fiscal years remain open, subject to examination by the Internal Revenue Service and applicable state tax authorities.

 

Segments

 

The Company invests in various industries. The Company separately evaluates the performance of each of its investment relationships. However, because each of these investment relationships has similar business and economic characteristics, they have been aggregated into a single investment segment. All applicable segment disclosures are included in or can be derived from the Company’s financial statements. See Note 3 for further information.

  

Company Investment Risk, Concentration of Credit Risk, and Liquidity Risk

 

The Company has broad discretion in making investments. Investments generally consist of debt instruments that may be affected by business, financial market or legal uncertainties. Prices of investments may be volatile, and a variety of factors that are inherently difficult to predict, such as domestic or international economic and political developments, may significantly affect the results of the Company’s activities and the value of its investments. In addition, the value of the Company’s portfolio may fluctuate as the general level of interest rates fluctuate.

 

The value of the Company’s investments in loans may be detrimentally affected to the extent, among other things, that a borrower defaults on its obligations, there is insufficient collateral and/or there are extensive legal and other costs incurred in collecting on a defaulted loan, observable secondary or primary market yields for similar instruments issued by comparable companies increase materially or risk premiums required in the market between smaller companies, such as our borrowers, and those for which market yields are observable increase materially.

 

The Company’s assets may, at any time, include securities and other financial instruments or obligations that are illiquid or thinly traded, making purchase or sale of such securities and financial instruments at desired prices or in desired quantities difficult. Furthermore, the sale of any such investments may be possible only at substantial discounts, and it may be extremely difficult to value any such investments accurately.

 

Company performance (including that of certain of its portfolio companies) has been and may continue to be negatively impacted by the COVID-19 pandemic’s effects. The COVID-19 pandemic has adversely impacted economies and capital markets around the world in ways that may continue and may change in unforeseen ways for an indeterminate period. The pandemic has also adversely affected various businesses, including some in which we are invested. The COVID-19 pandemic may exacerbate pre-existing business performance, political, social and economic risks affecting certain companies and countries generally. The impacts, as well as the uncertainty over impacts to come, of COVID-19 have adversely affected the performance of the Company (including certain portfolio companies) and may continue to do so in the future. Further, the potential exists for additional variants of COVID-19 to impede the global economic recovery and exacerbate geographic differences in the spread of, and response to, COVID-19.

 

31

 

 

PHENIXFIN CORPORATION
Notes to Consolidated Financial Statements (continued)
December 31, 2022
(Unaudited)

 

Note 3. Investments

 

The composition of our investments as of December 31, 2022 as a percentage of our total portfolio, at amortized cost and fair value were as follows (dollars in thousands):

 

   Amortized Cost   Percentage   Fair Value   Percentage 
Senior Secured First Lien Term Loans  $129,910    51.6%  $88,691    48.4%
Senior Secured Notes   2,252    0.9    1,617    0.9 
Unsecured Debt   182    0.1    -    - 
Equity/Warrants   119,127    47.4    92,963    50.7 
Total Investments  $251,471    100.0%  $183,271    100.0%

 

The composition of our investments as of September 30, 2022 as a percentage of our total portfolio, at amortized cost and fair value were as follows (dollars in thousands):

 

   Amortized Cost   Percentage   Fair Value   Percentage 
Senior Secured First Lien Term Loans  $128,482    48.7%  $88,248    45.6%
Senior Secured Second Lien Term Loans   2,603    1.0    2,607    1.4 
Senior Secured Notes   2,252    0.9    1,659    0.9 
Unsecured Debt   182    0.1    -    - 
Equity/Warrants   129,929    49.3    100,443    52.1 
Total Investments  $263,448    100.0%  $192,957    100.0%

 

In connection with certain of the Company’s investments, the Company receives warrants that are obtained for the objective of increasing the total investment returns and are not held for hedging purposes. At December 31, 2022 and September 30, 2022, the total fair value of warrants was $0.0 and $62.6 thousand, respectively, and were included in investments at fair value on the Consolidated Statements of Assets and Liabilities. During the three months ended December 31, 2022, the Company did not acquire any additional warrants in an existing portfolio company. During the three months ended December 31, 2021, the Company did not acquire any additional warrants in an existing portfolio company.

 

For the three months ended December 31, 2022, there was no unrealized appreciation/(depreciation) related to warrants. For the three months ended December 31, 2021, there was no unrealized appreciation/(depreciation) related to warrants. The warrants are received in connection with individual investments and are not subject to master netting arrangements. 

 

The following table shows the portfolio composition by industry grouping at fair value at December 31, 2022 (dollars in thousands):

 

   Fair Value   Percentage 
         
Services: Business  $42,167    23.0%
Banking, Finance, Insurance & Real Estate   35,012    19.1 
Hotel, Gaming & Leisure   32,073    17.5 
Services: Consumer   17,618    9.6 
Construction & Building   17,404    9.4 
Media: Broadcasting & Subscription   10,356    5.7 
Automotive   7,514    4.1 
High Tech Industries   5,342    2.9 
Consumer Discretionary   4,916    2.7 
Energy: Oil & Gas   4,755    2.6 
Packaging   3,353    1.8 
Metals & Mining   2,640    1.4 
Retail   121    0.1 
Total  $183,271    100.0%

 

32

 

 

PHENIXFIN CORPORATION
Notes to Consolidated Financial Statements (continued)
December 31, 2022
(Unaudited)

 

Note 3. Investments (continued)

 

The following table shows the portfolio composition by industry grouping at fair value at September 30, 2022 (dollars in thousands):

 

   Fair Value   Percentage 
         
Services: Business  $52,851    27.4%
Hotel, Gaming & Leisure   31,947    16.6 
Banking, Finance, Insurance & Real Estate   31,910    16.5 
Services: Consumer   21,243    11.0 
Construction & Building   17,724    9.1 
Automotive   8,075    4.2 
Consumer Discretionary   6,208    3.2 
High Tech Industries   5,465    2.8 
Media: Broadcasting & Subscription   4,220    2.2 
Energy: Oil & Gas   4,152    2.2 
Packaging   3,361    1.7 
Metals & Mining   3,073    1.6 
Aerospace & Defense   2,607    1.4 
Retail   121    0.1 
Total  $192,957    100.0%

 

The Company invests in portfolio companies principally located in North America. The geographic composition is determined by the location of the corporate headquarters of the portfolio company, which may not be indicative of the primary source of the portfolio company’s business.

 

The following table shows the portfolio composition by geographic location at fair value at December 31, 2022 (dollars in thousands):

 

   Fair Value   Percentage 
Northeast  $85,952    46.9%
Southeast   51,451    28.1 
West   19,453    10.6 
Midwest   14,869    8.1 
Southwest   6,049    3.3 
Mid-Atlantic   162    0.1 
Other(1)   5,335    2.9 
Total  $183,271    100.0%

 

  (1) As of December 31, 2022, comprised of our investments in foreign investments.

 

The following table shows the portfolio composition by geographic location at fair value at September 30, 2022 (dollars in thousands):

 

   Fair Value   Percentage 
Northeast  $92,939    48.2%
Southeast   51,797    26.8 
West   20,196    10.5 
Midwest   16,023    8.3 
Southwest   6,288    3.3 
Mid-Atlantic   265    0.1 
Other(1)   5,449    2.8 
Total  $192,957    100.0%

 

(1) As of September 30, 2022, comprised of our investments in foreign investments.

 

33

 

 

PHENIXFIN CORPORATION
Notes to Consolidated Financial Statements (continued)
December 31, 2022
(Unaudited)

 

Note 3. Investments (continued)

 

Transactions With Affiliated/Controlled Companies

 

The Company had investments in portfolio companies designated as Affiliated Investments and Controlled Investments under the 1940 Act. Transactions with Affiliated Investments and Controlled Investments during the three months ended December 31, 2022 and 2021 were as follows:

 

Name of Investment(1)(2)  Type of Investment  Fair Value at
September 30,
2022		   Purchases/
(Sales) of 
or 
Advances/
(Distributions)		   Transfers
In/(Out)
of 
Affiliates		   Unrealized
Gain/(Loss)		   Realized
Gain/(Loss)		   Fair
Value
at
December 31,
2022		   Earned
Income		 
Affiliated Investments                                      
1888 Industrial Services, LLC  Senior Secured First Lien Term Loan C  $-   $-   $         -   $123,193   $          -   $123,193   $27,308 
   Revolving Credit Facility   4,151,562    215,622    -    264,993    -    4,632,177    97,647 
Black Angus Steakhouses, LLC  Senior Secured First Lien Delayed Draw Term Loan   758,929    -    -    -    -    758,929    24,693 
   Senior Secured First Lien Term Loan   1,547,918    -    -    117,776    -    1,665,694    - 
   Senior Secured First Lien Super Priority DDTL   1,500,000    -    -    -    -    1,500,000    48,805 
Kemmerer Operations, LLC  Senior Secured First Lien Term Loan   2,378,510    (813,559)   -    -    -    1,564,951    89,743 
   Equity   694,702    -    -    380,742    -    1,075,444    - 
US Multifamily, LLC  Equity   1,282,571    -    -    (171,167)   -    1,111,404    - 
Total Affiliated Investments     $12,314,192   $(597,937)  $-   $715,537   $-   $12,431,792   $288,196 

 

Name of Investment(1)(2)   Type of Investment   Fair Value at
September 30,
2022		     Purchases/(Sales)
of or Advances/
(Distributions)		     Transfers
In/(Out)
of Affiliates		     Unrealized Gain/(Loss)     Realized
Gain/(Loss)		     Fair Value at
December 31,
2022		     Earned
Income		  
Controlled Investments                                          
FlexFIN, LLC   Equity Interest   $ 47,136,146     $ (10,467,262 )   $ -     $ 1,627     $ -     $ 36,670,511     $ 1,210,200  
NVTN LLC   Senior Secured First Lien Delayed Draw Term Loan     7,192,927       -       -       51,169       -       7,244,096       194,627  
    Senior Secured First Lien Term Loan B     3,697,109       -       -       -       -       3,697,109       -  
Total Controlled Investments       $ 58,026,182     $ (10,467,262 )   $ -     $ 52,796     $ -     $ 47,611,716     $ 1,404,827  

 

34

 

 

PHENIXFIN CORPORATION
Notes to Consolidated Financial Statements (continued)
December 31, 2022
(Unaudited)

 

Note 3. Investments (continued) 

 

Name of Investment(1)(2)    Type of Investment  Fair Value at
September 30,
2021		   Purchases/(Sales)
of or Advances/
(Distributions)		   Transfers
In/(Out)
of Affiliates		   Unrealized Gain/(Loss)   Realized
Gain/(Loss)		   Fair Value at
December 31,
2021		   Earned
Income		 
Affiliated Investments                                        
1888 Industrial Services, LLC    Senior Secured First Lien Term Loan B  $-   $-   $         -   $19,468,870   $(19,468,870)  $-   $- 
     Senior Secured First Lien Term Loan C   24,639    -    -    (24,639)   -    -    - 
     Revolving Credit Facility   3,554,069    -    -    -    -    3,554,069    - 
Black Angus Steakhouses, LLC    Senior Secured First Lien Delayed Draw Term Loan   758,929    -    -    -    -    758,929    19,395 
     Senior Secured First Lien Term Loan   2,279,814    -    -    (529,994)   -    1,749,820    - 
     Senior Secured First Lien Super Priority DDTL   1,500,000    -    -    -    -    1,500,000    38,333 
Caddo Investors Holdings 1 LLC    Equity   3,454,786    (3,448,219)   -    (925,960)   919,393    -    - 
Dynamic Energy Services International LLC    Senior Secured First Lien Term Loan   -    (4,910,671)   -    7,328,568    (2,417,897)   -    - 
JFL-NGS Partners, LLC    Equity   26,862,813    (26,807,520)   -    (26,805,513)   26,750,220    -    - 
JFL-WCS Partners, LLC    Equity   8,099,949    (8,084,639)   -    (7,970,361)   7,955,051    -    - 
Kemmerer Operations, LLC    Senior Secured First Lien Term Loan   2,360,547    91,309    -    4,125    -    2,455,981    91,347 
     Senior Secured First Lien Delayed Draw Term Loan   162,441    (129,875)   -    (4,442)   -    28,124    5,665 
     Equity   553,746    -    -    (62,347)   -    491,399    - 
Path Medical, LLC    Senior Secured First Lien Term Loan A   2,249,835    -    -    (31,984)   -    2,217,851    - 
URT Acquisition Holdings Corporation    Warrants   920,000    (1,000,000)   -    (920,000)   1,000,000    -    - 
US Multifamily, LLC    Senior Secured First Lien Term Loan   2,577,416    -    -    -    -    2,577,416    64,435 
     Equity   2,236,261    -    -    (166)   -    2,236,095    - 
Total Affiliated Investments       $57,595,245   $(44,289,615)  $-   $(10,473,843)  $14,737,897   $17,569,684   $219,175 

 

35

 

 

PHENIXFIN CORPORATION
Notes to Consolidated Financial Statements (continued)
December 31, 2022
(Unaudited)

 

Note 3. Investments (continued)

 

Name of Investment(1)(2)  Type of Investment    Fair Value at
September 30,
2021		   Purchases/(Sales)
of or Advances/
(Distributions)		   Transfers
In/(Out)
of Affiliates		   Unrealized Gain/(Loss)   Realized
Gain/(Loss)		   Fair Value at
December 31,
2021		   Earned
Income		 
Controlled Investments                              
FlexFIN, LLC  Equity Interest    $2,500,000   $28,000,000   $        -   $-   $         -   $30,500,000   $398,844 
NVTN LLC  Senior Secured First Lien Delayed Draw Term Loan     6,414,860    -    -    6,566    -    6,421,426    - 
   Super Priority Senior Secured First Lien Term Loan     977,000    (500,000)   -    11,075    925    489,000    154,794 
Total Controlled Investments       $9,891,860   $27,500,000   $-   $17,641   $925   $37,410,426   $553,638 

 

(1) The par amount and additional detail are shown in the Consolidated Schedule of Investments.

(2) Securities with a zero value at the beginning and end of the period, and those that had no transaction activity were excluded from the roll forward.

 

Purchases/(sales) of or advances to/(distributions) from Affiliated Investments and Controlled Investments represent the proceeds from sales and settlements of investments, purchases, originations and participations, investment increases due to PIK interest as well as net amortization of premium/(discount) on investments and are included in the purchases and sales presented on the Consolidated Statements of Cash Flows for the three months ended December 31, 2022 and 2021. Transfers in/(out) of Affiliated Investments and Controlled Investments represent the fair value for the month an investment became or was removed as an Affiliated Investment or a Controlled Investment. Income received from Affiliated Investments and Controlled Investments is included in total investment income on the Consolidated Statements of Operations for the three months ended December 31, 2022 and 2021.

 

Unconsolidated Significant Subsidiaries

 

In accordance with the SEC’s Regulation S-X and GAAP, the Company evaluated and determined that it had one subsidiary, FlexFIN, LLC, that is deemed to be a “significant subsidiary” as of December 31, 2022 for which summarized financial information is presented below (dollars in thousands):

 

Balance Sheet  December 31,
2022
(Unaudited)		   September 30,
2022
(Audited)		 
Total Assets  $36,670   $47,168 
Total Liabilities   54    12 

 

Income Statement  For the Three
Months Ended
December 31,
2022
(Unaudited)		   For the
Year Ended
September 30,
2022
(Audited)		 
Total Income  $1,085   $3,855 
Total Expenses   75    202 
Net Income  $1,010   $3,653 

 

36

 

 

PHENIXFIN CORPORATION
Notes to Consolidated Financial Statements (continued)
December 31, 2022
(Unaudited)

 

Note 4. Fair Value Measurements

 

The Company follows ASC 820 for measuring the fair value of portfolio investments. Fair value is the price that would be received in the sale of an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Where available, fair value is based on observable market prices or parameters, or derived from such prices or parameters. Where observable prices or inputs are not available, valuation models are applied. These valuation models involve some level of management estimation and judgment, the degree of which is dependent on the price transparency for the instruments or market and the instruments’ complexity. The Company’s fair value analysis includes an analysis of the value of any unfunded loan commitments. Financial investments recorded at fair value in the consolidated financial statements are categorized for disclosure purposes based upon the level of judgment associated with the inputs used to measure their value. The valuation hierarchical levels are based upon the transparency of the inputs to the valuation of the investment as of the measurement date. Investments which are valued using NAV as a practical expedient are excluded from this hierarchy, and certain prior period amounts have been reclassified to conform to the current period presentation. The three levels are defined below:

 

  ● Level 1 - Valuations based on quoted prices in active markets for identical assets or liabilities at the measurement date.

 

  ● Level 2 - Valuations based on inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable at the measurement date. This category includes quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in non-active markets including actionable bids from third parties for privately held assets or liabilities, and observable inputs other than quoted prices such as yield curves and forward currency rates that are entered directly into valuation models to determine the value of derivatives or other assets or liabilities.

 

  ● Level 3 - Valuations based on inputs that are unobservable and where there is little, if any, market activity at the measurement date. The inputs for the determination of fair value may require significant management judgment or estimation and are based upon management’s assessment of the assumptions that market participants would use in pricing the assets or liabilities. These investments include debt and equity investments in private companies or assets valued using the Market or Income Approach and may involve pricing models whose inputs require significant judgment or estimation because of the absence of any meaningful current market data for identical or similar investments. The inputs in these valuations may include, but are not limited to, capitalization and discount rates, beta and EBITDA multiples. The information may also include pricing information or broker quotes which include a disclaimer that the broker would not be held to such a price in an actual transaction. The non-binding nature of consensus pricing and/or quotes accompanied by disclaimer would result in classification as Level 3 information, assuming no additional corroborating evidence.

 

In addition to using the above inputs in investment valuations, the Company continues to employ a valuation policy approved by the board of directors that is consistent with ASC 820 (see Note 2). Consistent with our valuation policy, we evaluate the source of inputs, including any markets in which our investments are trading, in determining fair value.

 

37

 

 

PHENIXFIN CORPORATION
Notes to Consolidated Financial Statements (continued)
December 31, 2022
(Unaudited)

 

Note 4. Fair Value Measurements (continued)

 

The following table presents the fair value measurements of our investments, by major class according to the fair value hierarchy, as of December 31, 2022 (dollars in thousands):

 

   Fair Value Hierarchy as of December 31, 2022 
Investments:  Level 1   Level 2   Level 3   Total 
Senior Secured First Lien Term Loans  $-   $14,030   $74,661   $88,691 
Senior Secured Notes   -    -    1,617    1,617 
Unsecured Debt   -    -    -    - 
Equity/Warrants   28,231    5,669    59,063    92,963 
Total  $28,231   $19,699   $135,341   $183,271 

 

The following table presents the fair value measurements of our investments, by major class according to the fair value hierarchy, as of September 30, 2022 (dollars in thousands): 

 

   Fair Value Hierarchy as of September 30, 2022 
Investments:  Level 1   Level 2   Level 3   Total 
Senior Secured First Lien Term Loans  $-   $13,996   $74,252   $88,248 
Senior Secured Second Lien Term Loans   -    -    2,607    2,607 
Senior Secured Notes   -    1,659    -    1,659 
Unsecured Debt   -    -    -    - 
Equity/Warrants   24,750    5,877    69,816    100,443 
Total  $24,750   $21,532   $146,675   $192,957 

 

38

 

 

PHENIXFIN CORPORATION
Notes to Consolidated Financial Statements (continued)
December 31, 2022
(Unaudited)

 

Note 4. Fair Value Measurements (continued)

 

The following table provides a reconciliation of the beginning and ending balances for investments that use Level 3 inputs for the three months ended December 31, 2022 (dollars in thousands):

 

    Senior Secured
First Lien
Term Loans		     Senior Secured
Second Lien
Term Loans		     Senior Secured
Notes		     Equities/
Warrants		     Total  
Balance as of September 30, 2022   $ 74,252     $ 2,607     $ -     $ 69,816     $ 146,675  
Purchases and other adjustments to cost     2,900       -       -       4,282       7,184  
Sales     (1,046 )     (2,607 )      -       (14,644 )     (18,297)  
Net realized gains/(losses) from investments     3       5       -       -       8  
Net unrealized gains/(losses)     (1,448 )     (5 )     (42 )     (391 )     (1,888)  
Transfer in/(out)     -       -       1,659       -       1,659  
Balance as of December 31, 2022   $ 74,661     $ -     $ 1,617     $ 59,063     $ 135,341  

 

The following table provides a reconciliation of the beginning and ending balances for investments that use Level 3 inputs for the three months ended December 31, 2021 (dollars in thousands):

 

   Senior Secured
First Lien
Term Loans		   Senior Secured
Second Lien
Term Loans		   Secured Debt   Unsecured Debt   Equities/
Warrants		   Total 
Balance as of September 30, 2021  $61,934   $2,490   $2,500   $-   $48,889   $115,813 
Purchases and other adjustments to cost   27,629    -    -    -    38,344    65,973 
Sales   (32,951)   -    -    (100)   (40,292)   (73,343)
Net realized gains/(losses) from investments   (21,759)   -    -    (99)   36,153    14,295 
Net unrealized gains/(losses)   20,453    3    (2,500)(1)   199    (32,443)(1)   (14,288)
Balance as of December 31, 2021  $55,306   $2,493   $-   $-   $50,651   $108,450 

 

(1)FlexFIN, LLC was reclassed as an Equity from Secured Debt during the quarter ended December 31, 2021.

 

Net change in unrealized gain (loss) for the three months ended December 31, 2022 and 2021 included in earnings related to investments still held as of December 31, 2022 and 2021 was approximately $2.3 million and $(10.3) million, respectively.

 

Purchases and other adjustments to cost include purchases of new investments at cost, effects of refinancing/restructuring, accretion/amortization of income from discount/premium on debt securities, and PIK.

 

Sales represent net proceeds received from investments sold.

 

A review of the fair value hierarchy classifications is conducted on a quarterly basis. Changes in the observability of valuation inputs may result in a reclassification for certain financial assets or liabilities. Reclassifications impacting Level 3 of the fair value hierarchy are reported as transfers in/out of the Level 3 category as of the beginning of the quarter in which the reclassifications occur. During the three months ended December 31, 2022, no investments were transferred out of Level 3 and one investment was transferred into Level 3. During the three months ended December 31, 2021, one of our investments transferred out of Level 3 and no investments transferred into Level 3.

 

39

 

 

PHENIXFIN CORPORATION
Notes to Consolidated Financial Statements (continued)
December 31, 2022
(Unaudited)

 

Note 4. Fair Value Measurements (continued)

  

The following table presents the quantitative information about Level 3 fair value measurements of our investments, as of December 31, 2022 (dollars in thousands):

 

   Fair Value   Valuation Methodology  Unobservable
Input		  Range
(Weighted Average)		 
Senior Secured First Lien Term Loans  $65,118   Income Approach  Market Yield   8.50% - 29.0% (13.85%) 
Senior Secured First Lien Term Loans   4,788   Market Approach  EBITDA Multiple   4.0x - 7.25x (4.9x) 
Senior Secured First Lien Term Loans   4,755   Market Approach  Revenue Multiple   0.2x - 0.3x (0.3x) 
Senior Secured Notes   1,617   Market Approach  EBITDA Multiple   21.0x - 22.0x (21.5x) 
Equity/Warrants   36,672   Cost Approach  Replacement Cost   N/A 
Equity/Warrants   11,244   Market Approach  EBITDA Multiple   2.0x - 32.2x (6.49x) 
Equity/Warrants   10,036   Income Approach  Market Yield   0.00% - 13.75% (6.52%) 
Equity/Warrants   1,111   Market Approach  Sum of the Parts/Estimated proceeds   6.9x - 7.6x (7.3x) 
Total  $135,341            

 

40

 

 

PHENIXFIN CORPORATION
Notes to Consolidated Financial Statements (continued)
December 31, 2022
(Unaudited)

 

Note 4. Fair Value Measurements (continued)

 

The following table presents the quantitative information about Level 3 fair value measurements of our investments, as of September 30, 2022 (dollars in thousands):

 

    Fair Value     Valuation Methodology   Unobservable
Input		   Range
(Weighted Average)		  
Senior Secured First Lien Term Loans   $ 65,428     Income Approach   Market Yield     8.50% - 24.00% (10.57%)  
Senior Secured First Lien Term Loans     3,807     Market Approach   EBITDA Multiple     4.0x - 5.0x (4.5x)  
Senior Secured First Lien Term Loans     4,152     Market Approach   Revenue Multiple     0.2x - 0.3x (2.5x)  
Senior Secured First Lien Term Loans     865     Income Approach   Market Spread     5.75% - 6.25% (6.00%)  
Senior Secured Second Lien Term Loans     2,607     Market Approach   EBITDA Multiple     9.0x - 10.0x (9.5x)  
Equity/Warrants     47,138     Cost Approach   Replacement Cost     N/A  
Equity/Warrants     11,444     Market Approach   EBITDA Multiple     2.0x - 21.0x (17.4x)  
Equity/Warrants     9,951     Income Approach   Market Yield     8.50% - 13.25% (12.75%)  
Equity/Warrants     1,283     Market Approach   Sum of the Parts/Estimated Proceeds     8.1x - 11.4x (9.8x)  
Total   $ 146,675                  

 

The significant unobservable inputs used in the fair value measurement of the Company’s debt and derivative investments are market yields. Increases in market yields would result in lower fair value measurements.

 

The significant unobservable inputs used in the fair value measurement of the Company’s equity/warrants investments are comparable company multiples of revenue or EBITDA for the latest twelve months (“LTM”), next twelve months (“NTM”) or a reasonable period a market participant would consider. Increases in EBITDA multiples in isolation would result in higher fair value measurement.

 

In September 2017, the Company entered into an agreement with Global Accessories Group, LLC (“Global Accessories”), in which the Company exchanged its full position in Lydell Jewelry Design Studio, LLC for a 3.8% membership interest in Global Accessories, which is included in the Consolidated Schedule of Investments. As part of the agreement, the Company is entitled to contingent consideration in the form of cash payments (“Earnout”), as well as up to an additional 5% membership interest (“AMI”), provided Global Accessories achieves certain financial benchmarks through calendar year ended 2022. The Earnout and AMI were initially recorded with an aggregate fair value of $2.4 million on the transaction date using the Income Approach and were included on the Consolidated Statements of Assets and Liabilities in other assets. The contingent consideration is remeasured to fair value at each reporting date until the contingency is resolved. Any changes in fair value will be recognized in earnings. As of December 31, 2022 and September 30, 2022, the Company deemed the contingent consideration to be uncollectible.

 

41

 

 

PHENIXFIN CORPORATION
Notes to Consolidated Financial Statements (continued)
December 31, 2022
(Unaudited)

 

Note 5. Borrowings

 

As a BDC, we are generally only allowed to employ leverage to the extent that our asset coverage, as defined in the 1940 Act, equals at least 200% after giving effect to such leverage. The amount of leverage that we employ at any time depends on our assessment of the market and other factors at the time of any proposed borrowing.

 

However, in March 2018, the Small Business Credit Availability Act modified the 1940 Act by allowing a BDC to increase the maximum amount of leverage it may incur from 200% to 150%, if certain requirements under the 1940 Act are met. Under the 1940 Act, we are allowed to increase our leverage capacity if stockholders representing at least a majority of the votes cast, when a quorum is present, approve a proposal to do so. If we receive stockholder approval, we would be allowed to increase our leverage capacity on the first day after such approval. Alternatively, the 1940 Act allows the majority of our independent directors to approve an increase in our leverage capacity, and such approval would become effective after the one-year anniversary of such approval. In either case, we would be required to make certain disclosures on our website and in SEC filings regarding, among other things, the receipt of approval to increase our leverage, our leverage capacity and usage, and risks related to leverage. 

 

As of December 31, 2022 and September 30, 2022, the Company’s asset coverage was 259.7% and 255.0%, respectively, after giving effect to leverage and therefore the Company’s asset coverage was greater than 200%, the minimum asset coverage requirement applicable presently to the Company under the 1940 Act.

 

The Company’s outstanding debt excluding debt issuance costs as of December 31, 2022 and September 30, 2022 was as follows (dollars in thousands):

 

   December 31, 2022   September 30, 2022 
   Aggregate
Principal
Available		   Principal
Amount
Outstanding		   Carrying Value   Fair Value   Aggregate
Principal
Available		   Principal Amount Outstanding   Carrying Value   Fair Value 
2023 Notes  $22,522   $22,522   $22,502   $22,594   $22,522   $22,522   $22,483   $22,378 
2028 Notes   57,500    57,500    55,564    50,439    57,500    57,500    55,480    50,255 
Total debt  $80,022   $80,022   $78,066   $73,033   $80,022   $80,022   $77,963   $72,633 

 

Credit Facility

 

On December 15, 2022, the Company and its wholly-owned subsidiaries executed a three-year, $50 million revolving credit facility (the “Credit Facility”) with WoodForest Bank, N.A. (“WoodForest”), Valley National Bank, and Axiom Bank, (collectively, the “Lenders”). WoodForest is the administrative agent, sole bookrunner and sole lead arranger. As of December 31, 2022, there were no outstanding borrowings by the Company under the Credit Facility.

 

Outstanding loans under the Credit Facility will bear a monthly interest rate at Term SOFR + 2.90%. The Company is also subject to a commitment fee of 0.25%, which shall accrue on the actual daily amount of the undrawn portion of the revolving credit. The Credit Facility contains customary representations and warranties and affirmative and negative covenants. The Credit Facility contains customary events of default for credit facilities of this type, including (without limitation): nonpayment of principal, interest, fees or other amounts after a stated grace period; inaccuracy of material representations and warranties; change of control; violations of covenants, subject in certain cases to stated cure periods; and certain bankruptcies and liquidations. If an event of default occurs and is continuing, the Company may be required to repay all amounts outstanding under the Credit Facility.

 

42

 

 

PHENIXFIN CORPORATION
Notes to Consolidated Financial Statements (continued)
December 31, 2022
(Unaudited)

 

Note 5. Borrowings (continued)

 

Unsecured Notes

 

2023 Notes

 

On March 18, 2013, the Company issued $60.0 million in aggregate principal amount of 6.125% unsecured notes that mature on March 30, 2023 (the “2023 Notes”). On March 26, 2013, the Company closed an additional $3.5 million in aggregate principal amount of the 2023 Notes, pursuant to the partial exercise of the underwriters’ option to purchase additional notes. As of March 30, 2016, the 2023 Notes may be redeemed in whole or in part at any time or from time to time at the Company’s option. The 2023 Notes bear interest at a rate of 6.125% per year, payable quarterly on March 30, June 30, September 30 and December 30 of each year, beginning June 30, 2013.

 

On December 12, 2016, the Company entered into an “At-The-Market” (“ATM”) debt distribution agreement with FBR Capital Markets & Co., through which the Company could offer for sale, from time to time, up to $40.0 million in aggregate principal amount of the 2023 Notes. The Company sold 1,573,872 of the 2023 Notes at an average price of $25.03 per note, and raised $38.6 million in net proceeds, through the ATM debt distribution agreement.

 

On March 10, 2018, the Company redeemed $13.0 million in aggregate principal amount of the 2023 Notes. On December 31, 2018, the Company redeemed $12.0 million in aggregate principal amount of the 2023 Notes. The redemption was accounted for as a debt extinguishment in accordance with ASC 470-50, Modifications and Extinguishments, which resulted in a realized loss of $0.3 million and was recorded on the Consolidated Statements of Operations as a loss on extinguishment of debt.

 

On December 21, 2020, the Company announced that it completed the application process for and was authorized to transfer the listing of the 2023 Notes to the NASDAQ Global Market. The listing and trading of the 2023 Notes on the NYSE ceased at the close of trading on December 31, 2020. Effective January 4, 2021, the 2023 Notes began trading on the NASDAQ Global Market under the trading symbol “PFXNL.”

 

On November 15, 2021, the Company caused notices to be issued to the holders of the 2023 Notes regarding the Company’s exercise of its option to redeem $55,325,000 in aggregate principal amount of the issued and outstanding 2023 Notes on December 16, 2021. On December 16, 2021, the Company redeemed $55,325,000 in aggregate principal amount of the issued and outstanding 2023 Notes. The redemption was accounted for as a debt extinguishment in accordance with ASC 470-50, Modifications and Extinguishments, which resulted in a realized loss of $0.3 million and was recorded on the Consolidated Statements of Operations as a loss on extinguishment of debt.

 

On December 15, 2022, the Company caused notices to be issued to the holders of its 2023 Notes regarding the Company’s exercise of its option to redeem $22,521,800 in aggregate principal amount of issued and outstanding 2023 Notes, comprising all issued and outstanding 2023 Notes, at a price equal to 100% of the principal amount of the 2023 Notes, plus accrued and unpaid interest thereon from September 30, 2022, through, but excluding, January 17, 2023 in accordance with the terms of the indenture governing the 2023 Notes. The Company expects the redemption to be completed on January 17, 2023. The Company intends to fund the redemption of the 2023 Notes with loans obtained under the Credit Facility. See also “Subsequent Events.”

 

2028 Notes

 

On November 9, 2021, the Company entered into an underwriting agreement, by and between the Company and Oppenheimer & Co. Inc., as representative of the several underwriters, in connection with the issuance and sale (the “Offering”) of $57,500,000 (including the underwriters’ option to purchase up to $7,500,000 aggregate principal amount) in aggregate principal amount of its 5.25% Notes that mature on November 1, 2028 (the “2028 Notes” and collectively with the 2023 Notes, the “Notes”). The Offering occurred on November 15, 2021, pursuant to the Company’s effective shelf registration statement on Form N-2 previously filed with the SEC. Effective November 16, 2021, the 2028 Notes began trading on the NASDAQ Global Market under the trading symbol “PFXNZ.”

 

On November 15, 2021, the Company and U.S. Bank National Association, as trustee, entered into a Fourth Supplemental Indenture to its base Indenture, dated February 7, 2012, between the Company and the Trustee. The Fourth Supplemental Indenture relates to the Offering of the 2028 Notes.

 

Fair Value of Debt Obligations

 

The fair values of our debt obligations are determined in accordance with ASC 820, which defines fair value in terms of the price that would be paid to transfer a liability in an orderly transaction between market participants at the measurement date under current market conditions. The fair value of the Notes, which are publicly traded, is based upon closing market quotes as of the measurement date. As of December 31, 2022 and September 30, 2022, the Notes would be deemed to be Level 1 in the fair value hierarchy, as defined in Note 4.

 

43

 

 

PHENIXFIN CORPORATION
Notes to Consolidated Financial Statements (continued)
December 31, 2022
(Unaudited)

 

Note 5. Borrowings (continued)

 

Debt issuance costs related to the Notes are reported on the Consolidated Statements of Assets and Liabilities as a direct deduction from the face amount of the Notes. As of December 31, 2022 and September 30, 2022, debt issuance costs related to the Notes were as follows (dollars in thousands):

 

    December 31, 2022     September 30, 2022  
    2023 Notes     2028 Notes     Total     2023 Notes     2028 Notes     Total  
Total debt issuance costs   $ 3,102     $ 2,311     $ 5,413     $ 3,102     $ 2,311     $ 5,413  
Amortized debt issuance costs     3,083       374       3,457       3,063       291       3,354  
Unamortized debt issuance costs   $ 19     $ 1,937     $ 1,956     $ 39     $ 2,020     $ 2,059  

 

For the three months ended December 31, 2022 and 2021, the components of interest expense, amortized debt issuance costs, weighted average stated interest rate and weighted average outstanding debt balance for the Notes were as follows (dollars in thousands):

 

    For the Three Months Ended December 31,  
    2022     2021  
2023 Notes Interest   $ 755     $ 715  
2028 Notes Interest     345       731  
Amortization of debt issuance costs     103       42  
Total   $ 1,203     $ 1,488  
Weighted average stated interest rate     6.1 %     7.5 %
Weighted average outstanding balance   $ 80,022     $ 80,022  

 

For the three months ended December 31, 2022 and 2021, Interest and financing expenses on the Consolidated Statements of Operations includes $30,431 and $0, respectively, for amortization of deferred financing costs pertaining to the credit facility. 

 

44

 

 

PHENIXFIN CORPORATION
Notes to Consolidated Financial Statements (continued)
December 31, 2022
(Unaudited)

 

Note 6. Agreements

 

Administration Agreement

 

In connection with the adoption by the board of directors of an internalized management structure, on November 19, 2020, the Company entered into a Fund Accounting Servicing Agreement and an Administration Servicing Agreement on customary terms with U.S. Bancorp Fund Services, LLC d/b/a U.S. Bank Global Fund Services (“U.S. Bancorp”). A U.S. Bancorp affiliate also served as the Company’s custodian. The Company’s administrative and custodial relationship with U.S. Bancorp terminated on August 9, 2022. SS&C Technologies, Inc. (“SS&C”) has since served as administrator of the Company and has provided the Company with fund accounting and financial reporting services pursuant to the services agreement with the Company. Effective September 12, 2022, Computershare Trust Company, N.A. (“Computershare”) serves as custodian for the Company pursuant to its Loan Administration and Custodial Agreement with the Company. For the three months ended December 31, 2022 and 2021, we incurred approximately $0.1 million, and $68,866 in administrator expenses, respectively.

 

As of December 31, 2022 and September 30, 2022, approximately $0.1 million for each respective period was included in “administrator expenses payable” in the accompanying Consolidated Statements of Assets and Liabilities.

 

2022 Long-Term Cash Incentive Plan

 

On May 9, 2022, the board of directors of the Company adopted the PhenixFIN 2022 Long-Term Cash Incentive Plan (the “CIP”) pursuant to the recommendation by the Compensation Committee of the board of directors. The CIP provides for performance-based cash awards to key employees of the Company, as approved by the Compensation Committee, based on the achievement of pre-established financial goals for the approved performance period. The performance goals may be expressed as one or a combination of net asset value of the Company, net asset value per share of the Company’s common stock, changes in the market price of shares of the Company’s common stock, individual performance metrics and/or such other goals and objectives the Committee considers relevant in connection with accomplishing the purposes of the CIP.

 

In connection with the approval of the CIP, the Compensation Committee in April 2022, approved awards for the three year performance period commencing on January 1, 2022 and ending on December 31, 2024. Each participant is eligible to receive an amount of cash equal to 0%-200% of the target award set forth in the table below (“Target Performance Award”), based on the achievement of net asset value (“NAV”) and NAV per share goals (weighted at 30% and 70%, respectively) as of the end of the performance period (the “Performance Goals”). Performance is evaluated separately for each Performance Goal. No payment is made with respect to a Performance Goal if a threshold level of performance is not achieved. Each Performance Goal is subject to (i) a threshold level of performance at which a percentage of the Target Performance Award attributable to that Performance Goal may be paid and below which no payment is made pursuant to an Award, (ii) a target level of performance at which 100% of the Target Performance Award attributable to that Performance Goal may be paid and (iii) a maximum level of performance, at which 200% of the Target Performance Award attributable to that Performance Goal may be paid, in each case subject to such other terms and conditions of an Award. Between threshold, target and maximum performance levels for each Performance Goal, the portion of that Award attributed to the Performance Goal shall be interpolated in a linear progression. During the three months ended December 31, 2022, no accrual was recorded for these awards.

 

The Target Performance Award for each executive officer is set forth in the table below:

 

Name and Title  Dollar Value
of Target
Award		 
David Lorber, Chairman of the Board and Chief Executive Officer  $890,000 
Ellida McMillan, Chief Financial Officer   380,000 

 

45

 

 

PHENIXFIN CORPORATION
Notes to Consolidated Financial Statements (continued)
December 31, 2022
(Unaudited)

 

Note 6. Agreements (continued)

 

In December 2022, pursuant to the CIP, the Compensation Committee approved awards for Mr. Lorber and Ms. McMillan for the three-year performance period commencing on January 1, 2023 and ending on December 31, 2025. Each participant is eligible to receive an amount of cash equal to a percentage of the target award amount set forth above based on the factors described above. The Compensation Committee, in approving the awards, evaluated each Performance Goal separately.

 

Pledge and Security Agreement

 

In connection with the Credit Facility discussed in Note 5, the Company has entered into a Pledge and Security Agreement with the Lenders pursuant to which the Company and its wholly owned subsidiaries have pledged all their assets, including the cash and securities held in the Company’s custodial account with Computershare Trust Company, N.A., as collateral for any borrowings made by the Company pursuant to the Credit Agreement. The Lenders have the typical rights and remedies of a secured lender under the Uniform Commercial Code, including the right to foreclose on the collateral pledged by the Company.

 

Note 7. Related Party Transactions

 

Due from Affiliates

 

Due from affiliates at December 31, 2022 and September 30, 2022 consists of certain legal and general and administrative expenses paid by the Company on behalf of certain of its affiliates.

 

Note 8. Commitments

 

Unfunded commitments

 

As of December 31, 2022 and September 30, 2022, we had commitments under loan and financing agreements to fund up to $2.2 million to four portfolio companies and $6.0 million to six portfolio companies, respectively. These commitments are primarily composed of senior secured term loans and revolvers, and the determination of their fair value is included in the Consolidated Schedule of Investments. The commitments are generally subject to the borrowers meeting certain criteria such as compliance with covenants and certain operational metrics. The terms of the borrowings and financings subject to commitment are comparable to the terms of other loan and equity securities in our portfolio. A summary of the composition of the unfunded commitments as of December 31, 2022 and September 30, 2022 is shown in the table below (dollars in thousands):

 

   December 31,
2022		   September 30,
2022		 
SS Acquisition, LLC (dba Soccer Shots Franchising) - Senior Secured First Lien Delayed Draw Term Loan  $1,333   $4,000 
Kemmerer Operations, LLC - Senior Secured First Lien Delayed Draw Term Loan   
-
    908 
Secure Acquisition Inc. (dba Paragon Films) - Senior Secured First Lien Delayed Draw Term Loan   517    517 
NVTN LLC - Senior Secured First Lien Delayed Draw Term Loan   220    220 
Black Angus Steakhouses, LLC Senior Secured First Lien Super Priority Delayed Draw Term Loan   167    167 
1888 Industrial Services, LLC - Revolving Credit Facility   -    216 
Total unfunded commitments   $2,237    $6,028 

 

Lease obligations

 

The Company evaluates its leases to determine whether they should be classified as operating or financing leases. PhenixFIN identified one operating lease for its office space. The lease commenced September 1, 2021 and expires November 30, 2026.

 

46

 

 

PHENIXFIN CORPORATION
Notes to Consolidated Financial Statements (continued)
December 31, 2022
(Unaudited)

 

Note 8. Commitments (continued)

 

Upon entering into the lease on September 1, 2021, PhenixFIN recorded a right-of-use asset and a lease liability as of that date.

 

As of December 31, 2022 and September 30, 2022, the asset related to the operating lease was $478,604 and $513,142, respectively, and is included in the Other assets balance on the Consolidated Balance Sheet. The lease liability was $534,769 and $570,695, respectively, and is included in the Other liabilities balance on the Consolidated Statements of Assets and Liabilities. As of December 31, 2022 and September 30, 2022, the remaining lease term was approximately four years for each of the respective periods and the implied borrowing rate was 5.25% for each of the respective periods.

 

The following table shows future minimum payments under PhenixFIN’s operating lease as of December 31, 2022:

 

For the Years Ended December 31,  Amount 
2023  $111,240 
2024   152,399 
2025   156,971 
2026   161,680 
2027   27,417 
Thereafter   - 
    609,707 
Difference between undiscounted and discounted cash flows   (74,938)
   $534,769 

 

Note 9. Fee Income

 

Fee income consists of origination/closing fees, amendment fees, prepayment penalty and other miscellaneous fees which are non-recurring in nature, as well as administrative agent fees, which are recurring in nature. The following table summarizes the Company’s fee income for the three months ended December 31, 2022, and 2021 (dollars in thousands):

 

   For the Three Months Ended December 31, 
   2022   2021 
Prepayment fee  $
-
   $209 
Administrative agent fee   
-
    19 
Amendment fee   
-
    4 
Other fees   74    38 
Fee income  $74   $270 

 

47

 

 

PHENIXFIN CORPORATION
Notes to Consolidated Financial Statements (continued)
December 31, 2022
(Unaudited)

 

Note 10. Directors Fees

 

For each of calendar year 2021 and 2022, the Company’s independent directors each receive an annual fee of $100,000. In addition, the lead independent director receives an annual retainer of $30,000; the chair of the Audit Committee receives an annual retainer of $25,000, and each of its other members receives an annual retainer of $12,500; and the chairs of the Nominating and Corporate Governance Committee and of the Compensation Committee each receive an annual retainer of $15,000 and each of the other members of these committees receive annual retainers of $8,000. The Company’s independent directors also receive a fee of $3,000 for each board meeting and $2,500 for each committee meeting that they attend.

 

No board service compensation is paid to directors who are “interested persons” of the Company (as such term is defined in the 1940 Act). For the three months ended December 31, 2022 and 2021, the Company recognized $0.2 million, and $0.2 million for directors’ fees expense, respectively.

 

Note 11. Earnings Per Share

 

In accordance with the provisions of ASC Topic 260 - Earnings per Share, basic earnings per share is computed by dividing earnings available to common stockholders by the weighted average number of shares outstanding during the period. Other potentially dilutive common shares, and the related impact to earnings, are considered when calculating earnings per share on a diluted basis. The Company does not have any potentially dilutive common shares as of December 31, 2022.

 

The following information sets forth the computation of the weighted average basic and diluted net increase/(decrease) in net assets per share from operations for the three months ended December 31, 2022 and 2021 (dollars in thousands, except share and per share amounts):

 

    For the Three Months Ended December 31,  
    2022     2021  
Basic and diluted:            
Net increase (decrease) in net assets resulting from operations   $ 3,952     $ 4,803  
Weighted average shares of common stock outstanding - basic and diluted     2,100,876       2,517,221  
Earnings (loss) per share of common stock - basic and diluted   $ 1.88     $ 1.91  

 

48

 

 

PHENIXFIN CORPORATION
Notes to Consolidated Financial Statements (continued)
December 31, 2022
(Unaudited)

 

Note 12. Financial Highlights

 

The following is a schedule of financial highlights for the three months ended December 31, 2022 and 2021:

 

   For the Three Months Ended December 31, 
   2022   2021 
Per share data        
Net Asset Value per share at Beginning of Period  $57.49   $57.08 
           
Results of Operations:          
Net Investment Income/(Loss)(1)   0.78    0.08 
Net Realized Gain/(Loss) on Investments   0.01    6.05 
Net Unrealized Gain/(Loss) on Investments   1.09    (4.10)
Net loss on extinguishment of debt   -    (0.12)
Net Increase (Decrease) in Net Assets Resulting from Operations   1.88    1.91 
           
Capital Share Transactions          
Repurchase of common stock under stock repurchase program   0.01    - 
Net Increase (Decrease) Resulting from Capital Share Transactions   0.01    - 
Net Asset Value per share at End of Period  $59.38   $58.99 
           
Net Assets at End of Period  $124,692,805   $148,496,991 
Shares Outstanding at End of Period   2,099,824    2,517,221 
           
Per share market value at end of period  $31.05   $41.83 
Total return based on market value(2)   (10.98)%   134.60%
Total return based on net asset value(3)   3.18%   (1.41)%
Portfolio turnover rate   3.75%   188.23%

 

Ratios:        
Ratio of net investment/(loss) income to average net assets after waivers, discounts and reimbursements(4)   1.28%   (0.08)%
Ratio of total expenses to average net assets(4)   2.38%   7.76%
           
Supplemental Data:          
Percentage of non-recurring fee income(4)(5)   1.56%   9.31%
Average debt outstanding(6)  $80,021,800   $78,934,300 
Average debt outstanding per common share  $38.09   $31.36 
Asset coverage ratio per unit(7)  $2,597   $2,913 
Total Debt Outstanding(8)          
2023 Notes  $22,521,800   $22,521,800 
2028 Notes  $57,500,000   $57,500,000 
           
Average market value per unit:          
2023 Notes  $25.10   $25.44 
2028 Notes  $23.55   $25.13 

 

(1) Net investment income/(loss) excluding management and incentive fee waivers, discounts and reimbursements based on total weighted average common stock outstanding equals $0.78 and $0.08 per share for the three months ended December 31, 2022 and 2021 respectively.

 

(2) Total return is historical and assumes changes in share price, reinvestments of all dividends and distributions at prices obtained under the Company’s dividend reinvestment plan, and no sales charge for the period. Calculation is not annualized.

 

49

 

 

PHENIXFIN CORPORATION
Notes to Consolidated Financial Statements (continued)
December 31, 2022
(Unaudited)

 

Note 12. Financial Highlights (Continued)

 

(3) Total return is historical and assumes changes in NAV, reinvestments of all dividends and distributions at prices obtained under the Company’s dividend reinvestment plan, and no sales charge for the period. Calculation is not annualized.

 

(4) Ratios are annualized during interim periods.

 

(5) Represents the impact of the non-recurring fees as a percentage of total investment income.

 

(6) Based on daily weighted average carrying value of debt outstanding during the period.

 

(7) Asset coverage per unit is the ratio of the carrying value of our total consolidated assets, less all liabilities and indebtedness not represented by senior securities, to the aggregate amount of senior securities representing indebtedness. Asset coverage per unit is expressed in terms of dollar amounts per $1,000 of indebtedness.

 

As of December 31, 2022, the Company’s asset coverage was 259.7% after giving effect to leverage and therefore the Company’s asset coverage was above 200%, the minimum asset coverage requirement under the 1940 Act.

 

(8) Total amount of each class of senior securities outstanding at the end of the period excluding debt issuance costs.

 

50

 

 

PHENIXFIN CORPORATION
Notes to Consolidated Financial Statements (continued)
December 31, 2022
(Unaudited)

 

Note 13. Dividends

 

Dividends and distributions to common stockholders are recorded on the ex-dividend date. The amount to be paid out as a dividend is determined by our board of directors.

 

We have adopted an “opt out” dividend reinvestment plan for our common stockholders. As a result, if we declare a cash dividend or other distribution, each stockholder that has not “opted out” of our dividend reinvestment plan will have its dividends automatically reinvested in additional shares of our common stock rather than receiving cash dividends. Stockholders who receive distributions in the form of shares of common stock will be subject to the same federal, state and local tax consequences as if they received cash distributions.

 

The Company did not make any distribution payments during the three months ended December 31, 2022 and 2021.

 

Note 14. Share Transactions  

 

The following table sets forth the number of shares of common stock repurchased by the Company at an average price of $37.03 per share under its share repurchase program from February 10, 2021 through December 31, 2022: 

 

Month Ended   Shares Repurchased     Repurchase Price Per Share   Aggregate Consideration for Repurchased Shares  
February 2021     13,082      $30.25 - $30.96   $ 397,384  
March 2021     12,241      $30.25 - $34.42     393,938  
April 2021     14,390      $33.11 - $34.89     491,469  
May 2021     25,075      $34.56 - $39.93     976,440  
August 2021     141,700      $41.03 - $42.28     5,944,213  
January 2022     7,312      $39.07 - $40.88     293,756  
February 2022     170,589      $39.53 - $41.00     6,908,864  
March 2022     132,054      $39.24 - $40.57     5,306,885  
April 2022     2,942      $39.07 - $41.00     117,758  
May 2022     3,391      $37.70 - $39.78     131,338  
June 2022     3,515      $37.28 - $39.19     135,063  
July 2022     700      $36.43 - $37.26     25,864  
August 2022     3,081      $28.27 - $37.82     112,456  
September 2022     91,808      $36.13 - $37.53     3,443,845  
October 2022     401      $35.20 - $36.14     14,434  
November 2022     1,103      $34.53 - $35.28     38,790  
December 2022     1,501      $33.26 - $34.84     51,295  
Total     624,885         $ 24,783,792  

 

During the quarter ended December 31, 2022, 2,305 shares were transferred into treasury, of which 300 were repurchased on September 30, 2022. An additional 1,000 shares repurchased between December 23, 2022 and December 30, 2022 had not transferred into treasury as of December 31, 2022.

 

Note 15. Subsequent Events

 

Management has evaluated subsequent events through the date of issuance of the consolidated financial statements included herein. Other than the items disclosed herein, there have been no subsequent events that occurred during such period that would require disclosure in this Form 10-Q or would be required to be recognized in the Consolidated Financial Statements as of and for the three months ended December 31, 2022.

 

Under the share repurchase program, the Company repurchased an aggregate of 2,252 shares of common stock subsequent to December 31, 2022 through February 7, 2023 with a total cost of $75,426.

 

On February 8, 2023, the Board of Directors approved the expansion of the amount authorized for repurchase under the Company’s share repurchase program from $25 million to $35 million. Since announcing this share repurchase program on January 11, 2021, the Company has repurchased an aggregate of 627,137 shares of common stock through February 7, 2023 with a total cost of approximately $24.9 million, or 23.0% of shares outstanding as of the program’s inception. Taking into account such prior repurchases, the total remaining amount authorized under the expanded share repurchase program is approximately $10.1 million.

 

On January 17, 2023, the Company borrowed $23.2 million under the Credit Facility. Also on that date (the “Full Redemption Date”) and using the proceeds of such borrowings, the Company redeemed $22,521,800 in aggregate principal amount of the issued and outstanding 2023 Notes, comprising all issued and outstanding 2023 Notes. The 2023 Notes were redeemed at 100% of their principal amount, plus accrued and unpaid interest thereon from September 30, 2022, through, but excluding, the Full Redemption Date. The redemption will be accounted for as a debt extinguishment in accordance with ASC 470-50, Modifications and Extinguishments.

51

 

 

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

 

The following discussion and analysis should be read in conjunction with our financial statements and related notes and other financial information appearing elsewhere in this quarterly report on Form 10-Q.

 

Except as otherwise specified, references to “we,” “us,” “our,” or the “Company,” refer to PhenixFIN Corporation.

 

Forward-Looking Statements

 

Some of the statements in this quarterly report on Form 10-Q constitute forward-looking statements, which relate to future events or our performance or financial condition. The forward-looking statements contained in this quarterly report on Form 10-Q involve risks and uncertainties, including statements as to:

 

  ● the introduction, withdrawal, success and timing of business initiatives and strategies;

 

  ● changes in political, economic or industry conditions, the interest rate environment or conditions affecting the financial and capital markets, which could result in changes in the value of our assets;

 

  ● the impact of increased competition;

 

  ● the impact of future acquisitions and divestitures;

 

  ● our business prospects and the prospects of our portfolio companies;

 

  ● the impact of legislative and regulatory actions and reforms and regulatory, supervisory or enforcement actions of government agencies relating to us;

 

  ● our contractual arrangements and relationships with third parties;

 

  ● any future financings by us;

 

  ● fluctuations in foreign currency exchange rates;

 

  ● the impact of changes to tax legislation and, generally, our tax position;

 

  ● our ability to locate suitable investments for us and to monitor and administer our investments;

 

  ● our ability to attract and retain highly talented professionals;

 

  ● market conditions and our ability to access alternative debt markets and additional debt and equity capital;

 

  ● the unfavorable resolution of legal proceedings;

 

  ● uncertainties associated with the impact from the COVID-19 pandemic: including its impact on the global and U.S. capital markets and the global and U.S. economy; the length and duration of the COVID-19 outbreak in the United States as well as worldwide and the magnitude of the economic impact of that outbreak; the effect of the COVID-19 pandemic on our business prospects and the operational and financial performance of our portfolio companies, including our and their ability to achieve their respective objectives; and the effect of the disruptions caused by the COVID-19 pandemic on our ability to continue to effectively manage our business; and

 

  ● risks and uncertainties relating to the possibility that the Company may explore strategic alternatives, including, but are not limited to: the timing, benefits and outcome of any exploration of strategic alternatives by the Company; potential disruptions in the Company’s business and stock price as a result of our exploration of any strategic alternatives; the ability to realize anticipated efficiencies, or strategic or financial benefits; potential transaction costs and risks; and the risk that any exploration of strategic alternatives may have an adverse effect on our existing business arrangements or relationships, including our ability to retain or hire key personnel. There is no assurance that any exploration of strategic alternatives will result in a transaction or other strategic change or outcome.

 

Such forward-looking statements may include statements preceded by, followed by or that otherwise include the words “trend,” “opportunity,” “pipeline,” “believe,” “comfortable,” “expect,” “anticipate,” “current,” “intention,” “estimate,” “position,” “assume,” “potential,” “outlook,” “continue,” “remain,” “maintain,” “sustain,” “seek,” “achieve,” and similar expressions, or future or conditional verbs such as “will,” “would,” “should,” “could,” “may,” or similar expressions. The forward looking statements contained in this quarterly report on Form 10-Q involve risks and uncertainties. Our actual results could differ materially from those implied or expressed in the forward-looking statements for any reason, including the factors set forth as “Risk Factors” and elsewhere in this quarterly report on Form 10-Q.

 

52

 

 

We have based the forward-looking statements included in this report on information available to us on the date of this report, and we assume no obligation to update any such forward-looking statements. Actual results could differ materially from those anticipated in our forward-looking statements, and future results could differ materially from historical performance. Although we undertake no obligation to revise or update any forward-looking statements, whether as a result of new information, future events or otherwise, you are advised to consult any additional disclosures that we may make directly to you or through reports that we have filed or in the future may file with the Securities and Exchange Commission (“SEC”), including annual reports on Form 10-K, registration statements on Form N-2, quarterly reports on Form 10-Q and current reports on Form 8-K.

 

COVID-19 Developments and War in Ukraine

 

COVID-19 and variants thereof have severely impacted global economic activity and caused significant volatility and negative pressure in financial markets. The global impact of COVID-19 continues to evolve and many countries, including the United States, have reacted at various stages of the pandemic by instituting quarantines, restricting travel, and temporarily closing or limiting capacity at many corporate offices, retail stores, restaurants, fitness clubs and manufacturing facilities and factories in affected jurisdictions. Such actions have created disruption in global supply chains and adversely impacted a number of industries. The outbreak has had and could continue to have an adverse impact on economic and market conditions and trigger a period of global economic slowdown.

 

We continue to closely monitor the impact of the outbreak of COVID-19 on all aspects of our business, including how it will impact our portfolio companies, employees, due diligence and underwriting processes, and financial markets. Given the continuing development and fluidity of this situation, we cannot estimate the long-term impact of COVID-19 on our business, future results of operations, financial position or cash flows at this time. Further, the operational and financial performance of the portfolio companies in which we make investments may be significantly impacted by COVID-19, which may in turn impact the valuation of our investments. We believe our portfolio companies have taken actions to effectively and efficiently respond to the challenges posed by COVID-19 and related orders imposed by state and local governments, including developing liquidity plans supported by internal cash reserves, shareholder support, and, as appropriate, accessing their ability to participate in the government Paycheck Protection Program. The Company’s performance has been negatively impacted during the pandemic. The longer-term impact of COVID-19 on the operations and the performance of the Company (including certain portfolio companies) is difficult to predict, but may also be adverse. The longer-term potential impact on such operations and performance could depend to a large extent on future developments and actions taken by authorities and other entities to mitigate COVID-19 and its economic impact. The impacts, as well as the uncertainty over impacts to come, of COVID-19 have adversely affected the performance of the Company (including certain portfolio companies) and may continue to do so in the future. Furthermore, the impacts of a potential worsening of global economic conditions and the continued disruptions to and volatility in the financial markets remain unknown. COVID-19 presents material uncertainty and risks with respect to the underlying value of the Company’s portfolio companies, the Company’s business, financial condition, results of operations and cash flows, such as the potential negative impact to financing arrangements, increased costs of operations, changes in law and/or regulation, and uncertainty regarding government and regulatory policy.

 

In February 2022, Russia launched a large-scale invasion of Ukraine. The extent and duration of Russian military action in the Ukraine, resulting sanctions and resulting future market disruptions, including declines in stock markets in Russia and elsewhere and the value of the ruble against the U.S. dollar, are impossible to predict, but have been and could continue to be significant. Any such disruptions caused by Russian military or other actions (including cyberattacks and espionage) or resulting from actual or threatened responses to such actions have caused and could continue to cause disruptions to portfolio companies located in Europe or that have substantial business relationships with European or Russian companies. The extent and duration of the military action, sanctions and resulting market disruptions are impossible to predict, but have been and could continue to be substantial. Any such market disruptions could affect our portfolio companies’ operations and, as a result, could have a material adverse effect on our business, financial condition and results of operations.

 

We have evaluated subsequent events from December 31, 2022 through the filing date of this quarterly report on Form 10-Q. However, as the discussion in this Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations relates to the Company’s financial statements for the quarterly period ended December 31, 2022, the analysis contained herein may not fully account for market event impacts. As of December 31, 2022, the Company valued its portfolio investments in conformity with U.S. generally accepted accounting principles (“GAAP”) based on the facts and circumstances known by the Company at that time, or reasonably expected to be known at that time. Due to the overall volatility that market events may have caused during the months following our most recent valuation (as of December 31, 2022), any valuations conducted now or in the future in conformity with U.S. GAAP could result in a lower fair value of our portfolio. The longer-term impact of COVID-19 and other market events on the operations and the performance of the Company (including certain portfolio companies) is difficult to predict, but may also be adverse. Further, the potential exists for additional variants of COVID-19 to adversely effect the global economy.

 

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Overview

 

We are an internally-managed non-diversified closed-end management investment company that has elected to be regulated as a BDC under the 1940 Act. In addition, we have elected, and intend to qualify annually, to be treated for U.S. federal income tax purposes as a RIC under Subchapter M of the Code. Through December 31, 2020, we were an externally managed company. On November 18, 2020, the board of directors of the Company approved the adoption of an internalized management structure, effective January 1, 2021. Since January 1, 2021, we have operated under such internalized management structure.

 

We commenced operations and completed our initial public offering on January 20, 2011. Under our internalized management structure, our activities are managed by our senior professionals and are supervised by our board of directors, of which a majority of the members are independent of us.

 

The Company’s investment objective is to generate current income and capital appreciation. The management team seeks to achieve this objective primarily through making loans, private equity or other investments in privately-held companies. The Company may also make debt, equity or other investments in publicly-traded companies. (These investments may also include investments in other BDCs, closed-end funds or REITS.) We may also pursue other strategic opportunities and invest in other assets or operate other businesses to achieve our investment objective (such as our asset-based lending business). The portfolio generally consists of senior secured first lien term loans, senior secured second lien term loans, senior secured bonds, preferred equity and common equity. Occasionally, we will receive warrants or other equity participation features which we believe will have the potential to increase total investment returns. Our loan and other debt investments are primarily rated below investment grade or are unrated. Investments in below investment grade securities are considered predominantly speculative with respect to the issuer’s capacity to pay interest and repay principal when due.

 

As a BDC, we are required to comply with certain regulatory requirements. For instance, we generally have to invest at least 70% of our total assets in “qualifying assets,” including securities of private or thinly traded public U.S. companies, cash, cash equivalents, U.S. government securities and high-quality debt investments that mature in one year or less. In addition, we are only allowed to borrow money such that our asset coverage, as defined in the 1940 Act, equals at least 200% (or 150% if, pursuant to the 1940 Act, certain requirements are met) after such borrowing, with certain limited exceptions. To maintain our RIC tax treatment, we must meet specified source-of-income and asset diversification requirements. In addition, to maintain our RIC tax treatment, we must timely distribute at least 90% of our net ordinary income and realized net short-term capital gains in excess of realized net long-term capital losses, if any, for the taxable year.

  

Reverse Stock Split; Authorized Share Reduction

 

At the Company’s 2020 Annual Meeting of Stockholders held on June 30, 2020 (the “Annual Meeting”), stockholders approved a proposal to grant discretionary authority to the Company’s board of directors to amend the Company’s Certificate of Incorporation (the “Certificate of Incorporation”) to effect a reverse stock split of its common stock, of 1-20 (the “Reverse Stock Split”) and with the Reverse Stock Split to be effective at such time and date, if at all, as determined by the board of directors, but not later than 60 days after stockholder approval thereof and, if and when the reverse stock split is effected, reduce the number of authorized shares of common stock by the approved reverse stock split ratio (the “Authorized Share Reduction”).

 

Following the Annual Meeting, on July 7, 2020, the board of directors determined that it was in the best interests of the Company and its stockholders to implement the Reverse Stock Split and the Authorized Share Reduction. Accordingly, on July 13, 2020, the Company filed a Certificate of Amendment (the “Certificate of Amendment”) to the Certificate of Incorporation with the Secretary of State of the State of Delaware to effect the Reverse Stock Split and the Authorized Share Reduction.

 

Pursuant to the Certificate of Amendment, effective as of 5:00 p.m., Eastern Time, on July 24, 2020 (the “Effective Time”), each twenty (20) shares of common stock issued and outstanding, immediately prior to the Effective Time, automatically and without any action on the part of the respective holders thereof, were combined and converted into one (1) share of common stock. In connection with the Reverse Stock Split, the Certificate of Amendment provided for a reduction in the number of authorized shares of common stock from 100,000,000 to 5,000,000 shares of common stock. No fractional shares were issued as a result of the Reverse Stock Split. Instead, any stockholder who would have been entitled to receive a fractional share as a result of the Reverse Stock Split received cash payments in lieu of such fractional shares (without interest and subject to backup withholding and applicable withholding taxes).

  

On December 21, 2020, the Company announced that it completed the application process for and was authorized to transfer the listing of its shares of common stock to the NASDAQ Global Market. The listing and trading of the common stock on the NYSE ceased at the close of trading on December 31, 2020. Since January 4, 2021, the common stock trades on the NASDAQ Global Market under the trading symbol “PFX.”

 

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Revenues

 

We generate revenue in the form of interest income on the debt that we hold and capital gains, if any, on warrants or other equity interests that we may acquire in portfolio companies. We invest our assets primarily in privately held companies with enterprise or asset values between $25 million and $250 million and generally focus on investment sizes of $10 million to $50 million. We believe that pursuing opportunities of this size offers several benefits including reduced competition, a larger investment opportunity set and the ability to minimize the impact of financial intermediaries. We expect our debt investments to bear interest at either a fixed or floating rate. Interest on debt will be payable generally either monthly or quarterly. In some cases our debt investments may provide for a portion of the interest to be PIK. To the extent interest is PIK, it will be payable through the increase of the principal amount of the obligation by the amount of interest due on the then-outstanding aggregate principal amount of such obligation. The principal amount of the debt and any accrued but unpaid interest will generally become due at the maturity date. In addition, we may generate revenue in the form of commitment, origination, structuring or diligence fees, fees for providing managerial assistance or investment management services and possibly consulting fees. Any such fees will be recognized as earned.

 

Expenses

 

In periods prior to December 31, 2020, our primary operating expenses included management and incentive fees pursuant to the investment management agreement we had with MCC Advisors and overhead expenses, including our allocable portion of our administrator’s overhead under the administration agreement, which were paid during the quarter ended March 31, 2021. Our management and incentive fees compensated MCC Advisors for its work in identifying, evaluating, negotiating, closing and monitoring our investments. On November 18, 2020, the board of directors adopted an internally managed structure, effective January 1, 2021, under which we bear all costs and expenses of our operations and transactions, including those relating to:

 

  ● our organization and continued corporate existence;

 

  ● calculating our NAV (including the cost and expenses of any independent valuation firms);

 

  ● expenses incurred in monitoring our financial and legal affairs and in monitoring our investments and performing due diligence on our prospective portfolio companies;

  

  ● interest payable on debt, if any, incurred to finance our investments;

 

  ● the costs of all offerings of common stock and other securities, if any;

 

  ● operating costs associated with employing investment professionals and other staff;

 

  ● distributions on our shares;

 

  ● administration fees payable under our administration agreement;

 

  ● Custodial fees related to our assets

 

  ● amounts payable to third parties relating to, or associated with, making investments;

 

  ● transfer agent and custodial fees;

 

  ● registration fees and listing fees;

 

  ● U.S. federal, state and local taxes;

  

  ● independent director fees and expenses;

 

  ● costs of preparing and filing reports or other documents with the SEC or other regulators;

 

  ● the costs of any reports, proxy statements or other notices to our stockholders, including printing costs;

 

  ● our fidelity bond;

 

  ● directors and officers/errors and omissions liability insurance, and any other insurance premiums;

 

  ● the operating lease of our office space;

 

  ● indemnification payments; and

 

  ● direct costs and expenses of administration, including audit and legal costs.

 

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2022 Long-Term Cash Incentive Plan

 

On May 9, 2022, the board of directors of the Company adopted the PhenixFIN 2022 Long-Term Cash Incentive Plan (the “CIP”) pursuant to the recommendation by the Compensation Committee of the board of directors. The CIP provides for performance-based cash awards to key employees of the Company, as approved by the Compensation Committee, based on the achievement of pre-established financial goals for the approved performance period. The performance goals may be expressed as one or a combination of net asset value of the Company, net asset value per share of the Company’s common stock, changes in the market price of shares of the Company’s common stock, individual performance metrics and/or such other goals and objectives the Committee considers relevant in connection with accomplishing the purposes of the CIP. A form of Award Agreement to be used under the CIP was also approved.

 

In connection with the approval of the CIP, the Compensation Committee in April 2022 approved awards for the executive officers named in the table below for the three year performance period commencing on January 1, 2022 and ending on December 31, 2024. Each participant is eligible to receive an amount of cash equal to 0%-200% of the target award set forth in the table below (“Target Performance Award”), based on the achievement of net asset value (“NAV”) and NAV per share goals (weighted at 30% and 70%, respectively) as of the end of the performance period (the “Performance Goals”). Performance is evaluated separately for each Performance Goal. No payment is made with respect to a Performance Goal if a threshold level of performance is not achieved. Each Performance Goal is subject to (i) a threshold level of performance at which a percentage of the Target Performance Award attributable to that Performance Goal may be paid and below which no payment is made pursuant to an Award, (ii) a target level of performance at which 100% of the Target Performance Award attributable to that Performance Goal may be paid and (iii) a maximum level of performance, at which 200% of the Target Performance Award attributable to that Performance Goal may be paid, in each case subject to such other terms and conditions of an Award. Between threshold, target and maximum performance levels for each Performance Goal, the portion of that Award attributed to the Performance Goal shall be interpolated in a linear progression. During the three months ended December 31, 2022, no accrual was recorded for these awards.

 

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The Target Performance Award for each executive officer is set forth in the table below:

 

Name and Title  Dollar Value
of Target
Award		 
David Lorber, Chairman of the Board and Chief Executive Officer  $890,000 
Ellida McMillan, Chief Financial Officer   380,000 

 

In December 2022, pursuant to the CIP, the Compensation Committee approved awards for Mr. Lorber and Ms. McMillan for the three-year performance period commencing on January 1, 2023 and ending on December 31, 2025. Each participant is eligible to receive an amount of cash equal to a percentage of the target award amount set forth above based on the factors described above. The Compensation Committee, in approving the awards, evaluated each Performance Goal separately.

 

Portfolio and Investment Activity

 

As of December 31, 2022 and September 30, 2022, our portfolio had a fair market value of approximately $183.3 million and $193.0 million, respectively.

 

During the three months ended December 31, 2022, we received proceeds from sale and settlements of investments of $19.2 million, including principal and dividend proceeds, realized net losses on investments of $0.01 million, and invested $6.9 million.

 

During the three months ended December 31, 2021, we received proceeds from sale and settlements of investments of $77.6 million, including principal and dividend proceeds, realized net gain (losses) on investments of $15.2 million, and invested $96.2 million, of which $37.7 million was invested in nine new portfolio companies during the quarter.

 

The following table summarizes the amortized cost and the fair value of our average portfolio company:

 

   December 31, 2022   September 30, 2022 
   Amortized Cost   Fair Value   Amortized Cost   Fair Value 
Average portfolio company  $3,398   $2,411   $3,560   $2,608 
Largest portfolio company   36,669    36,671    47,136    47,136 

 

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The following table summarizes the amortized cost and the fair value of investments as of December 31, 2022 (dollars in thousands):

 

   Amortized Cost   Percentage   Fair Value   Percentage 
Senior Secured First Lien Term Loans  $129,910    51.6%  $88,691    48.4%
Equity/Warrants   119,127    47.4    92,963    50.7 
Senior Secured Notes   2,252    0.9    1,617    0.9 
Unsecured Debt   182    0.1    -    - 
Total Investments  $251,471    100.0%  $183,271    100.0%

 

The following table summarizes the amortized cost and the fair value of investments as of September 30, 2022 (dollars in thousands):

 

   Amortized Cost   Percentage   Fair Value   Percentage 
Senior Secured First Lien Term Loans  $128,482    48.7%  $88,248    45.6%
Senior Secured Second Lien Term Loans   2,603    1.0    2,607    1.4 
Senior Secured Notes   2,252    0.9    1,659    0.9 
Unsecured Debt   182    0.1    -    - 
Equity/Warrants   129,929    49.3    100,443    52.1 
Total Investments  $263,448    100.0%  $192,957    100.0%

 

As of December 31, 2022, our income-bearing investment portfolio based upon cost represented 62.5% of our total portfolio of which 81.6% bore interest based on floating rates, such as the London Interbank Offering Rate (“LIBOR”) or the Secured Overnight Financing Rate (“SOFR”), while 18.4% bore interest at fixed rates. As of December 31, 2022, the Company had a weighted average yield of 11.3% on debt and other income producing investments. This yield does not represent the total return to our stockholders.

 

We rate the risk profile of each of our investments based on the following categories:

 

Credit    
Rating   Definition
1   Investments that are performing above expectations.
     
2   Investments that are performing within expectations, with risks that are neutral or favorable compared to risks at the time of origination. All new loans are rated ’2’.
     
3   Investments that are performing below expectations and that require closer monitoring, but where no loss of interest, dividend or principal is expected. Companies rated ’3’ may be out of compliance with financial covenants, however, loan payments are generally not past due.
     
4   Investments that are performing below expectations and for which risk has increased materially since origination. Some loss of interest or dividend is expected but no loss of principal. In addition to the borrower being generally out of compliance with debt covenants, loan payments may be past due (but generally not more than 180 days past due).
     
5   Investments that are performing substantially below expectations and whose risks have increased substantially since origination. Most or all of the debt covenants are out of compliance and payments are substantially delinquent. Some loss of principal is expected.

 

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The following table shows the distribution of our investments on the 1 to 5 investment performance rating scale at fair value as of December 31, 2022 and September 30, 2022 (dollars in thousands):

 

   December 31, 2022   September 30, 2022 
   Fair Value   Percentage   Fair Value   Percentage 
1  $-    0.0%  $-    0.0%
2   151,040    82.5%   159,279    82.6%
3   14,889    8.1%   22,183    11.5%
4   11,979    6.5%   6,250    3.2%
5   5,363    2.9%   5,245    2.7%
Total  $183,271    100.0%  $192,957    100.0%

 

Results of Operations

 

Operating results for three months ended December 31, 2022 and 2021 are as follows (dollars in thousands):

 

   For the Three Months Ended
December 31,		 
   2022   2021 
Total investment income  $4,703   $3,133 
Less: Net expenses   3,054    2,933 
Net investment income/(loss)   1,649    200 
Net realized gains (losses) on investments   13    15,223 
Net change in unrealized gains (losses) on investments   2,290    (10,324)
Loss on extinguishment of debt   -    (296)
Net increase (decrease) in net assets resulting from operations  $3,952   $4,803 

 

Investment Income 

 

For the three months ended December 31, 2022, investment income totaled $4.7 million, of which $2.6 million was attributable to portfolio interest, approximately $2.0 million was attributable to dividend income, and $0.1 million was attributable to fee and other income. Dividend income was received from 10 investments during the three months ended December 31, 2022.

 

For the three months ended December 31, 2021, investment income totaled $3.1 million, of which $1.9 million was attributable to portfolio interest, $0.9 million was attributable to dividend and other income, and $0.3 million was attributable to fee income. Dividend income was received from 3 investments.

 

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Operating Expenses

 

Operating expenses for the three months ended December 31, 2022 and 2021 are as follows (dollars in thousands):

 

   For the Three Months Ended
December 31,		 
   2022   2021 
Interest and financing expenses  $1,233   $1,488 
Professional fees, net   348    307 
Salaries and benefits   857    506 
General and administrative   220    196 
Directors fees   194    208 
Insurance   124    159 
Administrator expenses   78    69 
Total Expenses  $3,054   $2,933 

 

For the three months ended December 31, 2022, total expenses increased by $0.1 million, or 4.2%, compared to the three months ended December 31, 2021.

 

Interest and Financing Expenses

 

Interest and financing expenses for the three months ended December 31, 2022 decreased by $0.3 million, or 17.1%, compared to the three months ended December 31, 2021. The decrease in interest and financing expenses was primarily due to the partial repayment of the 2023 Notes on December 16, 2021 and the lower interest rate from the issuance of the 2028 Notes which became effective on November 16, 2021.

 

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Professional Fees and General and Administrative Expenses

 

Professional fees and general and administrative expenses for the three months ended December 31, 2022 were comparable to the three months ended December 31, 2021.

 

Net Realized Gains/Losses from Investments

 

We measure realized gains or losses by the difference between the net proceeds from the disposition and the amortized cost basis of an investment, without regard to unrealized gains or losses previously recognized.

 

During the three months ended December 31, 2022, we recognized $0.01 million of realized gains on our portfolio investments.

 

During the three months ended December 31, 2021, we recognized $15.2 million of realized gains on our portfolio investments. The realized gains were primarily due to the restructuring of three investments.

 

Realized loss on extinguishment of debt

 

In the event that we modify or extinguish our debt prior to maturity, we account for it in accordance with ASC 470-50, Modifications and Extinguishments, in which we measure the difference between the reacquisition price of the debt and the net carrying amount of the debt, which includes any unamortized debt issuance costs. 

 

Net Unrealized Appreciation/Depreciation on Investments

 

Net change in unrealized appreciation or depreciation on investments reflects the net change in the fair value of our investment portfolio.

 

For the three months ended December 31, 2022, we had $2.3 million of net unrealized appreciation on investments. The net unrealized appreciation was comprised of $2.9 million of net unrealized depreciation on investments and $5.2 million of net unrealized appreciation that resulted from the reversal of previously recorded unrealized depreciation on investments that were realized, partially sold, or written-off during the year.

 

For the three months ended December 31, 2021, we had $10.3 million of net unrealized depreciation on investments. The net unrealized depreciation was comprised of $10.4 million of net unrealized depreciation on investments and $0.1 million of net unrealized appreciation that resulted from the reversal of previously recorded unrealized depreciation on investments that were realized, partially sold, or written-off during the year.

 

Provision for Deferred Taxes on Unrealized Depreciation on Investments

 

Certain consolidated subsidiaries of ours are subject to U.S. federal and state income taxes. These taxable subsidiaries are not consolidated with the Company for income tax purposes, but are consolidated for GAAP purposes, and may generate income tax liabilities or assets from temporary differences in the recognition of items for financial reporting and income tax purposes at the subsidiaries. For the three months ended December 31, 2022 and 2021, the Company did not record a change in provision for deferred taxes on the unrealized (appreciation)/depreciation on investments.

 

Changes in Net Assets from Operations

 

For the three months ended December 31, 2022, we recorded a net increase in net assets resulting from operations of $4.0 million compared to a net increase in net assets resulting from operations of $4.8 million for the three months ended December 31, 2021. This increase takes into account increased net income and net capital appreciation for the period, each as described above. Based on 2,100,876 and 2,517,221 weighted average common shares outstanding for the three months ended December 31, 2022 and 2021, respectively, our per share net increase in net assets resulting from operations was $1.88 for the three months ended December 31, 2022 and $1.91 for the three months ended December 31, 2021.

 

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Financial Condition, Liquidity and Capital Resources 

 

As a RIC, we distribute substantially all of our net income to our stockholders and have an ongoing need to raise additional capital for investment purposes. To fund growth, we have a number of alternatives available to increase capital, including raising equity, increasing debt, and funding from operational cash flow.

 

Our liquidity and capital resources historically have been generated primarily from the net proceeds of public offerings of common stock, advances from the Revolving Credit Facility (which the Company voluntarily satisfied and terminated) and net proceeds from the issuance of notes as well as cash flows from operations. In the future, we may generate cash from future offerings of securities, future borrowings and cash flows from operations, including interest earned from the temporary investment of cash in U.S. government securities and other high-quality debt investments that mature in one year or less. Our primary use of funds is investments in our targeted asset classes, cash distributions to our stockholders, and other general corporate purposes.

 

As of December 31, 2022, we had $17.7 million in cash and cash equivalents.

 

In order to maintain our RIC tax treatment under the Code, we intend to distribute to our stockholders substantially all of our taxable income, but we may also elect to periodically spill over certain excess undistributed taxable income from one tax year into the next tax year. In addition, as a BDC, for each taxable year we generally are required to meet a coverage ratio of total assets to total senior securities, which include borrowings and any preferred stock we may issue in the future, of at least 200% (or 150% if, pursuant to the 1940 Act, certain requirements are met). This requirement limits the amount that we may borrow.

 

On January 11, 2021, the Company announced that its board of directors approved a share repurchase program. On February 9, 2022, the Board of Directors approved the expansion of the amount authorized for repurchase under the Company’s share repurchase program from $15 million to $25 million. Under the share repurchase program, the Company repurchased an aggregate of 624,885 shares of common stock through December 31, 2022, or 22.9% of shares outstanding as of the program’s inception, with a total cost of $24.8 million. Taking into account such prior repurchases, the total remaining amount authorized under the expanded share repurchase program at December 31, 2022 was approximately $0.2 million.

 

Credit Facility

 

On December 15, 2022, the Company and its wholly-owned subsidiaries executed a three-year, $50 million revolving credit facility (the “Credit Facility”) with WoodForest Bank, N.A. (“WoodForest”), Valley National Bank, and Axiom Bank, (collectively, the “Lenders”). WoodForest is the administrative agent, sole bookrunner and sole lead arranger. As of December 31, 2022, there were no outstanding borrowings by the Company under the Credit Facility.

 

Outstanding loans under the Credit Facility will bear a monthly interest rate at Term SOFR + 2.90%. The Company is also subject to a commitment fee of 0.25%, which shall accrue on the actual daily amount of the undrawn portion of the revolving credit. The Credit Facility contains customary representations and warranties and affirmative and negative covenants. The Credit Facility contains customary events of default for credit facilities of this type, including (without limitation): nonpayment of principal, interest, fees or other amounts after a stated grace period; inaccuracy of material representations and warranties; change of control; violations of covenants, subject in certain cases to stated cure periods; and certain bankruptcies and liquidations. If an event of default occurs and is continuing, the Company may be required to repay all amounts outstanding under the Credit Facility.

 

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Unsecured Notes

 

2023 Notes

 

On March 18, 2013, the Company issued $60.0 million in aggregate principal amount of 2023 Notes. As of March 30, 2016, the 2023 Notes may be redeemed in whole or in part at any time or from time to time at the Company’s option. On March 26, 2013, the Company closed an additional $3.5 million in aggregate principal amount of 2023 Notes, pursuant to the partial exercise of the underwriters’ option to purchase additional notes. The 2023 Notes bear interest at a rate of 6.125% per year, payable quarterly on March 30, June 30, September 30 and December 30 of each year, beginning June 30, 2013.

 

On December 12, 2016, the Company entered into an “At-The-Market” (“ATM”) debt distribution agreement with FBR Capital Markets & Co., through which the Company could offer for sale, from time to time, up to $40.0 million in aggregate principal amount of the 2023 Notes. The Company sold 1,573,872 of the 2023 Notes at an average price of $25.03 per note, and raised $38.6 million in net proceeds, through the ATM debt distribution agreement.

 

On March 10, 2018, the Company redeemed $13.0 million in aggregate principal amount of the 2023 Notes. The redemption was accounted for as a debt extinguishment in accordance with ASC 470-50, Modifications and Extinguishments, which resulted in a realized loss of $0.3 million and was recorded on the Consolidated Statements of Operations as a loss on extinguishment of debt.

 

On December 31, 2018, the Company redeemed $12.0 million in aggregate principal amount of the 2023 Notes. The redemption was accounted for as a debt extinguishment in accordance with ASC 470-50, Modifications and Extinguishments, which resulted in a realized loss of $0.2 million and was recorded on the Consolidated Statements of Operations as a loss on extinguishment of debt.

 

On December 21, 2020, the Company announced that it completed the application process for and was authorized to transfer the listing of the 2023 Notes to the NASDAQ Global Market. The listing and trading of the 2023 Notes on the NYSE ceased at the close of trading on December 31, 2020. Effective January 4, 2021, the 2023 Notes trade on the NASDAQ Global Market under the trading symbol “PFXNL.”

 

On November 15, 2021, the Company caused notices to be issued to the holders of the 2023 Notes regarding the Company’s exercise of its option to redeem $55,325,000 in aggregate principal amount of the issued and outstanding 2023 Notes on December 16, 2021. The redemption was accounted for as a debt extinguishment in accordance with ASC 470-50, Modifications and Extinguishments, which resulted in a realized loss of $0.3 million and was recorded on the Consolidated Statements of Operations as a loss on extinguishment of debt.

 

On December 15, 2022, the Company caused notices to be issued to the holders of its 2023 Notes regarding the Company’s exercise of its option to redeem $22,521,800 in aggregate principal amount of issued and outstanding 2023 Notes, comprising all issued and outstanding 2023 Notes, at a price equal to 100% of the principal amount of the 2023 Notes, plus accrued and unpaid interest thereon from September 30, 2022, through, but excluding, January 17, 2023 in accordance with the terms of the indenture governing the 2023 Notes. The Company expects the redemption to be completed on January 17, 2023. The Company intends to fund the redemption of the 2023 Notes with loans obtained under the Credit Facility, as described earlier in this section. See also “Subsequent Events.”

 

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2028 Notes

 

On November 9, 2021, the Company entered into an underwriting agreement, by and between the Company and Oppenheimer & Co. Inc., as representative of the several underwriters named in Exhibit A thereto, in connection with the issuance and sale (the “Offering”) of $57,500,000 (including the underwriters’ option to purchase up to $7,500,000 aggregate principal amount) in aggregate principal amount of its 5.25% Notes due 2028 (the “2028 Notes”). The Offering occurred on November 15, 2021, pursuant to the Company’s effective shelf registration statement on Form N-2 previously filed with the SEC, as supplemented by a preliminary prospectus supplement dated November 8, 2021, the pricing term sheet dated November 9, 2021 and a final prospectus supplement dated November 9, 2021. Effective November 16, 2021, the 2028 Notes began trading on the NASDAQ Global Market under the trading symbol “PFXNZ.”

 

On November 15, 2021, the Company and U.S. Bank National Association, as trustee entered into a Fourth Supplemental Indenture to its base Indenture, dated February 7, 2012, between the Company and the Trustee. The Fourth Supplemental Indenture relates to the Offering of the 2028 Notes.

 

Contractual Obligations and Off-Balance Sheet Arrangements

 

As of December 31, 2022 and September 30, 2022, we had commitments under loan and financing agreements to fund up to $2.2 million to four portfolio companies and $6.0 million to six portfolio companies, respectively. These commitments are primarily composed of senior secured term loans and revolvers, and the determination of their fair value is included in the Consolidated Schedule of Investments. The commitments are generally subject to the borrowers meeting certain criteria such as compliance with covenants and certain operational metrics. The terms of the borrowings and financings subject to commitment are comparable to the terms of other loan and equity securities in our portfolio. A summary of the composition of the unfunded commitments as of December 31, 2022 and September 30, 2022 is shown in the table below (dollars in thousands):

 

   December 31,
2022		   September 30,
2022		 
SS Acquisition, LLC (dba Soccer Shots Franchising) - Senior Secured First Lien Delayed Draw Term Loan  $1,333   $4,000 
Kemmerer Operations, LLC - Senior Secured First Lien Delayed Draw Term Loan   -    908 
Secure Acquisition Inc. (dba Paragon Films) - Senior Secured First Lien Delayed Draw Term Loan   517    517 
NVTN LLC - Senior Secured First Lien Delayed Draw Term Loan   220    220 
Black Angus Steakhouses, LLC Senior Secured First Lien Super Priority Delayed Draw Term Loan   167    167 
1888 Industrial Services, LLC - Revolving Credit Facility   -    216 
Total unfunded commitments  $2,237   $6,028 

 

The following table shows our payment obligations for repayment of debt and other contractual obligations at December 31, 2022 (dollars in thousands):

 

   Payments Due by Period 
   2023   2024   2025   2026   2027   Thereafter   Total 
2023 Notes  $(22,521,800)  $-   $-   $-   $-   $-   $(22,521,800)
2028 Notes   -    -    -    -    -    (57,500,000)   (57,500,000)
Operating Lease Obligation (1)   (111,240)   (152,399)   (156,971)   (161,680)   (27,417)   -    (609,707)
Total contractual obligations  $(22,633,040)  $(152,399)  $(156,971)  $(161,680)  $(27,417)  $(57,500,000)  $(80,631,507)

 

(1) Operating Lease Obligation means a rent payment obligation under a lease classified as an operating lease and disclosed pursuant to ASC 842, as may be modified or supplemented.

 

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Distributions

 

We have elected, and intend to qualify annually, to be treated for U.S. federal income tax purposes as a RIC under Subchapter M of the Code. As a RIC, in any taxable year with respect to which we timely distribute at least 90 percent of the sum of our (i) investment company taxable income (which is generally our net ordinary income plus the excess of realized net short-term capital gains over realized net long-term capital losses) determined without regard to the deduction for dividends paid and (ii) net tax exempt interest income (which is the excess of our gross tax exempt interest income over certain disallowed deductions), we (but not our stockholders) generally will not be subject to U.S. federal income tax on investment company taxable income and net capital gains that we distribute to our stockholders. We intend to distribute annually all or substantially all of such income, but we may also elect to periodically spill over certain excess undistributed taxable income from one tax year to the next tax year. To the extent that we retain our net capital gains or any investment company taxable income, we will be subject to U.S. federal income tax. We may choose to retain our net capital gains or any investment company taxable income, and pay the associated federal corporate income tax or excise tax, described below.

 

Amounts not distributed on a timely basis in accordance with a calendar year distribution requirement are subject to a nondeductible 4% U.S. federal excise tax payable by us. To avoid this tax, we must distribute (or be deemed to have distributed) during each calendar year an amount equal to the sum of:

 

  1) at least 98.0% of our ordinary income (not taking into account any capital gains or losses) for the calendar year;

 

  2) at least 98.2% of the amount by which our capital gains exceed our capital losses (adjusted for certain ordinary losses) for a one-year period ending on October 31st of the calendar year; and

 

  3) income realized, but not distributed, in preceding years and on which we did not pay federal income tax.

 

While we intend to distribute any income and capital gains in the manner necessary to minimize imposition of the 4% U.S. federal excise tax, sufficient amounts of our taxable income and capital gains may not be distributed to avoid entirely the imposition of the tax. In that event, we will be liable for the tax only on the amount by which we do not meet the foregoing distribution requirement.

 

We intend to pay quarterly dividends to our stockholders out of assets legally available for distribution. We cannot assure you that we will achieve investment results that will allow us to pay a specified level of dividends or year-to-year increases in dividends. In addition, the inability to satisfy the asset coverage test applicable to us as a BDC could limit our ability to pay dividends. All dividends will be paid at the discretion of our board of directors and will depend on our earnings, our financial condition, maintenance of our RIC tax treatment, compliance with applicable BDC regulations and such other factors as our board of directors may deem relevant from time to time. We cannot assure you that we will pay dividends to our stockholders in the future.

 

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To the extent our taxable earnings fall below the total amount of our distributions for a taxable year, a portion of those distributions may be deemed a return of capital to our stockholders for U.S. federal income tax purposes. Stockholders should read any written disclosure accompanying a distribution carefully and should not assume that the source of any distribution is our ordinary income or gains.

 

We have adopted an “opt out” dividend reinvestment plan for our common stockholders. As a result, if we declare a cash dividend or other distribution, each stockholder that has not “opted out” of our dividend reinvestment plan will have their dividends automatically reinvested in additional shares of our common stock rather than receiving cash dividends. Stockholders who receive distributions in the form of shares of common stock will be subject to the same federal, state and local tax consequences as if they received cash distributions.

 

There were no dividend distribution payments during the three months ended December 31, 2022 and 2021.

 

Related Party Transactions

 

Concurrent with the pricing of our IPO, we entered into a number of business relationships with affiliated or related parties, including the following:

 

  ● We entered into the Investment Management Agreement with MCC Advisors, which expired December 31, 2020. Mr. Brook Taube, Chairman and Chief Executive Officer through December 31, 2020 and director through January 21, 2021 and Mr. Seth Taube, director through January 21, 2021, are both affiliated with MCC Advisors and Medley.

 

  ● Through December 31, 2020, MCC Advisors provided us with the office facilities and administrative services necessary to conduct day-to-day operations pursuant to our administration agreement. We reimbursed MCC Advisors for the allocable portion (subject to the review and approval of our board of directors) of overhead and other expenses incurred by it in performing its obligations under the administration agreement, including rent, the fees and expenses associated with performing compliance functions, and our allocable portion of the cost of our Chief Financial Officer and Chief Compliance Officer and their respective staffs.

 

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On June 12, 2020, the Company entered into the Expense Support Agreement with MCC Advisors and Medley LLC, pursuant to which MCC Advisors and Medley LLC agreed (jointly and severally) to cap the management fee and all of the Company’s other operating expenses (except interest expenses, certain extraordinary strategic transaction and expenses, and other expenses approved by the Special Committee) at $667,000 per month (the “Cap”). Under the Expense Support Agreement, the Cap became effective on June 1, 2020 and was to expire on September 30, 2020. On September 29, 2020, the board of directors, including all of the independent directors, extended the term of the Expense Support Agreement through the end of quarter ending December 31, 2020. The Expense Support Agreement expired by its terms at the close of business on December 31, 2020, in connection with the adoption of the internalized management structure by the board of directors.

 

In addition, we have adopted a formal business code of conduct and ethics that governs the conduct of our CEO, CFO, chief accounting officer (which role is currently fulfilled by our CFO) and controller (Covered Officers). Our officers and directors also remain subject to the duties imposed by both the 1940 Act and the Delaware General Corporation Law. Our Code of Business Conduct and Ethics requires that all Covered Officers promote honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between an individual’s personal and professional relationships. Pursuant to our Code of Business Conduct and Ethics, each Covered Officer must disclose to the Company’s CCO any conflicts of interest, or actions or relationships that might give rise to a conflict. Any approvals or waivers under our Code of Business Conduct and Ethics must be considered by the disinterested directors.

 

Pledge and Security Agreement

 

In connection with the Credit Facility discussed in Note 5, the Company has entered into a Pledge and Security Agreement with the Lenders pursuant to which the Company and its wholly owned subsidiaries have pledged all their assets, including the cash and securities held in the Company’s custodial account with Computershare Trust Company, N.A., as collateral for any borrowings made by the Company pursuant to the Credit Agreement. The Lenders have the typical rights and remedies of a secured lender under the Uniform Commercial Code, including the right to foreclose on the collateral pledged by the Company.

 

Critical Accounting Policies

 

The preparation of financial statements and related disclosures in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and revenues and expenses during the periods reported. Actual results could materially differ from those estimates. We have identified the following items as critical accounting policies.

 

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Valuation of Portfolio Investments

 

The Company follows ASC 820 for measuring the fair value of portfolio investments. Fair value is the price that would be received in the sale of an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Where available, fair value is based on observable market prices or parameters, or derived from such prices or parameters. Where observable prices or inputs are not available, valuation models are applied. These valuation models involve some level of management estimation and judgment, the degree of which is dependent on the price transparency for the instruments or market and the instruments’ complexity. The Company’s fair value analysis includes an analysis of the value of any unfunded loan commitments. Financial investments recorded at fair value in the consolidated financial statements are categorized for disclosure purposes based upon the level of judgment associated with the inputs used to measure their value. The valuation hierarchical levels are based upon the transparency of the inputs to the valuation of the investment as of the measurement date. Investments which are valued using NAV as a practical expedient are excluded from this hierarchy, and certain prior period amounts have been reclassified to conform to the current period presentation. The three levels are defined below:

 

  ● Level 1 - Valuations based on quoted prices in active markets for identical assets or liabilities at the measurement date.

 

  ● Level 2 - Valuations based on inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable at the measurement date. This category includes quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in non-active markets including actionable bids from third parties for privately held assets or liabilities, and observable inputs other than quoted prices such as yield curves and forward currency rates that are entered directly into valuation models to determine the value of derivatives or other assets or liabilities.

 

  ● Level 3 - Valuations based on inputs that are unobservable and where there is little, if any, market activity at the measurement date. The inputs for the determination of fair value may require significant management judgment or estimation and are based upon management’s assessment of the assumptions that market participants would use in pricing the assets or liabilities. These investments include debt and equity investments in private companies or assets valued using the Market or Income Approach and may involve pricing models whose inputs require significant judgment or estimation because of the absence of any meaningful current market data for identical or similar investments. The inputs in these valuations may include, but are not limited to, capitalization and discount rates, beta and EBITDA multiples. The information may also include pricing information or broker quotes which include a disclaimer that the broker would not be held to such a price in an actual transaction. The non-binding nature of consensus pricing and/or quotes accompanied by disclaimer would result in classification as Level 3 information, assuming no additional corroborating evidence.

 

We value investments for which market quotations are readily available at their market quotations, which are generally obtained from an independent pricing service or multiple broker-dealers or market makers. We weight the use of third-party broker quotes, if any, in determining fair value based on our understanding of the level of actual transactions used by the broker to develop the quote and whether the quote was an indicative price or binding offer. However, a readily available market value is not expected to exist for many of the investments in our portfolio, and we value these portfolio investments at fair value as determined in good faith by our board of directors under our valuation policy and process. We may seek pricing information with respect to certain of our investments from pricing services or brokers or dealers in order to value such investments.

 

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Valuation methods may include comparisons of financial ratios of the portfolio companies that issued such private equity securities to peer companies that are public, the nature and realizable value of any collateral, the portfolio company’s ability to make payments and its earnings and discounted cash flows, the markets in which the portfolio company does business, and other relevant factors. When an external event such as a purchase transaction, public offering or subsequent equity sale occurs, we will consider the pricing indicated by the external event to corroborate the private equity valuation. Due to the inherent uncertainty of determining the fair value of investments that do not have a readily available market value, the fair value of the investments may differ significantly from the values that would have been used had a readily available market value existed for such investments, and the differences could be material.

 

In December 2020, the SEC adopted Rule 2a-5 under the 1940 Act, which permits a BDC’s board of directors to designate its executive officer(s) as a valuation designee to determine the fair value of its investment portfolio, subject to the oversight of the board. The Board has approved policies and procedures pursuant to Rule 2a-5 and has designated Ellida McMillan, the Company’s CFO, to serve as the Board’s valuation designee (“Valuation Designee”), subject to the Board’s oversight, effective September 8, 2022.

 

With respect to investments for which market quotations are not readily available, our board oversees and our Valuation Designee undertakes a multi-step valuation process each quarter, as described below:

 

  ● Our quarterly valuation process generally begins with each investment being initially valued by a Valuation Firm.
     
●Available third-party market data will be reviewed by company personnel designated by the Valuation Designee (“Fair Value Personnel”) and the Valuation Firm.

 

●Available portfolio company data and general industry data is then reviewed by the Fair Value Personnel.

 

  ● Preliminary valuation conclusions will then be documented and discussed with the Fair Value Personnel.

 

  ● The Valuation Designee then determines the fair value of each investment in the Company’s portfolio in good faith based on such discussions, the Company’s Valuation Policy and the Valuation Firms’ final estimated valuations

 

In following these approaches, the types of factors that are taken into account in fair value pricing investments include available current market data, including relevant and applicable market trading and transaction comparables; applicable market yields and multiples; security covenants; call protection provisions; information rights; the nature and realizable value of any collateral; the portfolio company’s ability to make payments; the portfolio company’s earnings and discounted cash flows; the markets in which the portfolio company does business; comparisons of financial ratios of peer companies that are public; comparable merger and acquisition transactions; and the principal market and enterprise values.

 

Determination of fair values involves subjective judgments and estimates made by management. The notes to our financial statements refer to the uncertainty with respect to the possible effect of such valuations, and any change in such valuations, on our consolidated financial statements.

 

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Revenue Recognition

 

Our revenue recognition policies are as follows:

 

Investments and Related Investment Income: We account for investment transactions on a trade-date basis and interest income, adjusted for amortization of premiums and accretion of discounts, is recorded on an accrual basis. For investments with contractual PIK interest, which represents contractual interest accrued and added to the principal balance that generally becomes due at maturity, we will not accrue PIK interest if the portfolio company valuation indicates that the PIK interest is not collectible. Origination, closing and/or commitment fees associated with investments in portfolio companies are recognized as income when the investment transaction closes. Other fees are capitalized as deferred revenue and recorded into income over the respective period. Prepayment penalties received by the Company for debt instruments paid back to the Company prior to the maturity date are recorded as income upon receipt. Realized gains or losses on investments are measured by the difference between the net proceeds from the disposition and the amortized cost basis of investment, without regard to unrealized gains or losses previously recognized. We report changes in the fair value of investments that are measured at fair value as a component of the net change in unrealized appreciation/(depreciation) on investments in our Consolidated Statements of Operations.

 

Non-accrual: We place loans on non-accrual status when principal and interest payments are past due by 90 days or more, or when there is reasonable doubt that we will collect principal or interest. Accrued interest is generally reversed when a loan is placed on non-accrual. Interest payments received on non-accrual loans may be recognized as income or applied to principal depending upon management’s judgment. Non-accrual loans are restored to accrual status when past due principal and interest is paid and, in our management’s judgment, are likely to remain current. At December 31, 2022, certain investments in five portfolio companies held by the Company were on non-accrual status with a combined fair value of approximately $5.4 million, or 2.9% of the fair value of our portfolio. At September 30, 2022, certain investments in five portfolio companies held by the Company were on non-accrual status with a combined fair value of approximately $5.2 million, or 2.7% of the fair value of our portfolio.

 

Federal Income Taxes

 

The Company has elected, and intends to qualify annually, to be treated for U.S. federal income tax purposes as a RIC under Subchapter M of the Code and it intends to operate in a manner so as to maintain its RIC tax treatment. To do so, among other things, the Company is required to meet certain source of income and asset diversification requirements and must timely distribute to its stockholders at least 90% of the sum of investment company taxable income (“ICTI”) including PIK, as defined by the Code, and net tax exempt interest income (which is the excess of our gross tax exempt interest income over certain disallowed deductions) for each taxable year. The Company will be subject to a nondeductible U.S. federal excise tax of 4% on undistributed income if it does not distribute at least 98% of its net ordinary income for any calendar year and 98.2% of its capital gain net income for each one-year period ending on October 31 of such calendar year and any income realized, but not distributed, in preceding years and on which it did not pay federal income tax. Depending on the level of ICTI earned in a tax year, the Company may choose to carry forward ICTI in excess of current year dividend distributions into the next tax year and pay a 4% excise tax on such income, as required. To the extent that the Company determines that its estimated current year annual taxable income will be in excess of estimated current year dividend distributions for excise tax purposes, the Company accrues excise tax, if any, on estimated excess taxable income as taxable income is earned. Any such carryover ICTI must be distributed before the end of that next tax year through a dividend declared prior to filing the final tax return related to the year which generated such ICTI.

 

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Because federal income tax requirements differ from GAAP, distributions in accordance with tax requirements may differ from net investment income and realized gains recognized for financial reporting purposes. Differences may be permanent or temporary. Permanent differences are reclassified among capital accounts in the consolidated financial statements to reflect their tax character. Temporary differences arise when certain items of income, expense, gain or loss are recognized at some time in the future. Differences in classification may also result from the treatment of short-term gains as ordinary income for tax purposes.

 

Recent Developments

 

On January 17, 2023, the Company borrowed $23.2 million under the Credit Facility. Also on that date (the ” Full Redemption Date”) and using the proceeds of such borrowings, the Company redeemed $22,521,800 in aggregate principal amount of the issued and outstanding 2023 Notes, comprising all issued and outstanding 2023 Notes. The 2023 Notes were redeemed at 100% of their principal amount, plus accrued and unpaid interest thereon from September 30, 2022, through, but excluding, the Full Redemption Date. The redemption will be accounted for as a debt extinguishment in accordance with ASC 470-50, Modifications and Extinguishments.

 

On February 8, 2023, the Board of Directors approved the expansion of the amount authorized for repurchase under the Company’s share repurchase program from $25 million to $35 million. Since announcing this share repurchase program on January 11, 2021, the Company has repurchased an aggregate of 627,137 shares of common stock through February 8, 2023 with a total cost of approximately $24.9 million, or 23.0% of shares outstanding as of the program’s inception. Taking into account such prior repurchases, the total remaining amount authorized under the expanded share repurchase program is approximately $10.1 million.

 

Item 3. Quantitative and Qualitative Disclosures About Market Risk

 

We are subject to financial market risks, including changes in interest rates. Changes in interest rates may affect both our cost of funding and our interest income from portfolio investments and cash and cash equivalents. Our investment income will be affected by changes in various interest rates, including LIBOR and SOFR, to the extent our debt investments include floating interest rates. In the future, we expect other loans in our portfolio will have floating interest rates. In addition, U.S. and global capital markets and credit markets have experienced a higher level of stress due to the global COVID-19 pandemic, which has resulted in an increase in the level of volatility across such markets. We may hedge against interest rate fluctuations by using standard hedging instruments such as futures, options and forward contracts subject to the requirements of the 1940 Act. For the three months ended December 31, 2022, we did not engage in hedging activities.

 

As of December 31, 2022, 79.0% of our income-bearing investment portfolio bore interest based on floating rates based upon fair value. A prolonged reduction in interest rates will reduce our gross investment income and could result in a decrease in our net investment income if such decreases in LIBOR, SOFR or similar reference rates are not offset by a corresponding increase in the spread over LIBOR, SOFR or similar reference rates that we earn on any portfolio investments, a decrease in our operating expenses, including with respect to any income incentive fee, or a decrease in the interest rate of our floating interest rate liabilities tied to LIBOR, SOFR or similar reference rates. In contrast, a rise in the general level of interest rates can be expected to lead to higher interest rates applicable to any variable rate investments we hold and to declines in the value of any fixed rate investments we hold. In addition, a rise in interest rates may increase the likelihood that a portfolio company defaults on a loan. However, many of our variable rate investments provide for an interest rate floor, which may prevent our interest income from increasing until benchmark interest rates increase beyond a threshold amount. The composition of our floating rate debt investments by cash interest rate LIBOR and SOFR floor as of December 31, 2022 was as follows (dollars in thousands):

 

   December 31, 2022 
LIBOR and SOFR Floor  Fair Value   % of Floating
Rate Portfolio		 
Under 1%  $21,112    24.2%
1% to under 2%   62,339    71.6 
2% to under 3%   -    - 
No Floor   3,675    4.2 
Total  $87,126    100.0%

 

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Based on our Consolidated Statements of Assets and Liabilities as of December 31, 2022, the following table (dollars in thousands) shows the approximate increase/(decrease) in components of net assets resulting from operations of hypothetical LIBOR and SOFR base rate changes in interest rates, assuming no changes in our investment and capital structure. 

 

Change in Interest Rates  Interest
Income(1)		   Interest
Expense		   Net Increase/
(Decrease)		 
Up 300 basis points  $6,800   $         -   $6,800 
Up 200 basis points   4,500    -    4,500 
Up 100 basis points   2,300    -    2,300 
Down 100 basis points   (2,300)   -    (2,300)
Down 200 basis points   (4,500)   -    (4,500)
Down 300 basis points   (6,800)   -    (6,800)

 

(1)Assumes no defaults or prepayments by portfolio companies over the next twelve months.

 

Item 4. Controls and Procedures

 

Evaluation of Disclosure Controls and Procedures

 

Our management, with the participation of our Chief Executive Officer and our Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures as of December 31, 2022. The term “disclosure controls and procedures” is defined under Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 (the “Exchange Act”), as amended. Based on the evaluation of our disclosure controls and procedures as of December 31, 2022, our Chief Executive Officer and Chief Financial Officer concluded that, as of such date, our disclosure controls and procedures were effective.

 

Changes in Internal Controls Over Financial Reporting

 

There were no changes in our internal controls over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) that occurred during the quarter covered by this report that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.

 

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PART II

 

Item 1. Legal Proceedings

 

From time to time, we are involved in various legal proceedings, lawsuits and claims incidental to the conduct of our business. Our businesses are also subject to extensive regulation, which may result in regulatory proceedings against us. Except as described below, we are not currently party to any material legal proceedings.

 

Item 1A. Risk Factors  

 

In addition to other information set forth in this report, you should carefully consider the “Risk Factors” discussed in our annual report on Form 10-K for the fiscal year ended September 30, 2022, filed with the SEC on December 16, 2022, which could materially affect our business, financial condition and/or operating results. Other than the items disclosed below, there have been no material changes during the three months ended December 31, 2022 to the risk factors discussed in “Item 1A. Risk Factors” of our annual report on Form 10-K. Additional risks or uncertainties not currently known to us or that we currently deem to be immaterial also may materially affect our business, financial condition and/or operating results.

 

Risks Related to our Business

 

We may not be able to pay you distributions and our distributions may not grow over time.

 

When possible, we may pay quarterly distributions to our stockholders out of assets legally available for distribution. We cannot assure you that we will achieve investment results that will allow us to pay a specified level of cash distributions or year-to-year increases in cash distributions. Our ability to pay distributions might be adversely affected by, among other things, the impact of one or more of the risk factors described herein. In addition, the inability to satisfy the asset coverage test applicable to us as a BDC could limit our ability to pay distributions. As of December 31, 2022, the Company’s asset coverage was 259.7% after giving effect to leverage and therefore the Company’s asset coverage is above 200%, the minimum asset coverage requirement under the 1940 Act. All distributions will be paid at the discretion of our board of directors and will depend on our earnings, our financial condition, maintenance of our RIC tax treatment, compliance with applicable BDC regulations, and such other factors as our board of directors may deem relevant from time to time. We cannot assure you that we will pay distributions to our stockholders in the future.

 

Risks Related to our Operations as a BDC and RIC

 

Regulations governing our operation as a BDC affect our ability to, and the way in which we, raise additional capital which could have a material adverse impact on our liquidity, financial condition and results of operations.

 

Our business requires a substantial amount of capital to operate and grow. We may acquire additional capital from the issuance of senior securities (including debt and preferred stock), the issuance of additional shares of our common stock or from securitization transactions. However, we may not be able to raise additional capital in the future on favorable terms or at all. Additionally, we may only issue senior securities up to the maximum amount permitted by the 1940 Act. The 1940 Act permits us to issue senior securities only in amounts such that our asset coverage, as defined in the 1940 Act, equals at least 200% (or 150% if, pursuant to the 1940 Act, certain requirements are met) after such issuance or incurrence. If our assets decline in value and we fail to satisfy this test, we may be required to liquidate a portion of our investments and repay a portion of our indebtedness at a time when such sales or repayment may be disadvantageous, which could have a material adverse impact on our liquidity, financial condition and results of operations. As of December 31, 2022, the Company’s asset coverage was 259.7% after giving effect to leverage and therefore the Company’s asset coverage is above 200%, the minimum asset coverage requirement under the 1940 Act.

 

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Risks Relating to an Investment in our Securities

 

The indenture under which the 2028 Notes are issued place restrictions on our and/or our subsidiaries’ activities.

 

The terms of the indentures under which the 2028 Notes were issued place restrictions on our and/or our subsidiaries’ ability to, among other things issue securities or otherwise incur additional indebtedness or other obligations, including (1) any indebtedness or other obligations that would be equal in right of payment to the 2028 Notes, (2) any indebtedness or other obligations that would be secured and therefore rank effectively senior in right of payment to the 2028 Notes to the extent of the values of the assets securing such debt, (3) indebtedness of ours that is guaranteed by one or more of our subsidiaries and which therefore is structurally senior to the 2028 Notes and  (4) securities, indebtedness or obligations issued or incurred by our subsidiaries that would be senior to our equity interests in our subsidiaries and therefore rank structurally senior to the 2028 Notes, except as would cause our asset coverage to be below 200% as a result of such borrowings and/or issuances, whether or not we continue to be subject to the regulations of the 1940 Act. These provisions generally prohibit us from making additional borrowings, including through the issuance of additional debt or the sale of additional debt securities, unless our asset coverage, as defined in the 1940 Act, equals at least 200% after such borrowings. As of December 31, 2022, the Company’s asset coverage was 259.7% after giving effect to leverage. These provisions generally prohibit us from declaring any cash dividend or distribution upon any class of our capital stock or purchasing any such capital stock if our asset coverage, as defined in the 1940 Act, is below 200% at the time of the declaration of the dividend or distribution or the purchase and after deducting the amount of such dividend, distribution or purchase. 

 

The terms of the Credit Facility place restrictions on our and/or our subsidiaries activities.

 

The terms of the Credit Facility place restrictions on our and/or our subsidiaries’ ability to, among other things, issue securities or otherwise incur additional indebtedness or other obligations, and in certain cases we may need the approval of Woodforest, as the Administrative Agent, in order to incur further indebtedness. In addition, the Credit Facility contains customary events of default for credit facilities of this type, including (without limitation): nonpayment of principal, interest, fees or other amounts after a stated grace period; inaccuracy of material representations and warranties; change of control; violations of covenants, subject in certain cases to stated cure periods; and certain bankruptcies and liquidations. If an event of default occurs and is continuing, the Company may be required to repay all amounts outstanding under the Credit Facility, which would adversely affect our liquidity position and, in turn, could force us to dispose of investments at inopportune times at reduced prices. Repayment could also adversely affect our ability to implement our investment strategy and achieve our investment objectives.

 

Certain Risks in the Current Environment

 

We are currently operating in a period of capital markets disruptions and economic uncertainty. Such market conditions may materially and adversely affect debt and equity capital markets, which may have a negative impact on our business, financial condition and operations.

 

From time to time, capital markets may experience periods of disruption and instability. The U.S. capital markets have experienced extreme volatility and disruption following the global outbreak of coronavirus (“COVID-19”) that began in December 2019. Some economists and major investment banks have expressed concern that the continued spread of the COVID-19 globally could lead to a world-wide economic downturn. Even after the COVID-19 pandemic subsides, the U.S. economy, as well as most other major economies, may continue to experience a recession, and we anticipate our businesses would be materially and adversely affected by a prolonged recession in the United States and other major markets. Disruptions in the capital markets have increased the spread between the yields realized on risk-free and higher risk securities, resulting in illiquidity in parts of the capital markets. The COVID-19 outbreak continues to have, and any future outbreaks could have, an adverse impact on the ability of lenders to originate loans, the volume and type of loans originated, the ability of borrowers to make payments and the volume and type of amendments and waivers granted to borrowers and remedial actions taken in the event of a borrower default, each of which could negatively impact the amount and quality of loans available for investment by the Company and returns to the Company, among other things. With respect to the U.S. credit markets, the COVID-19 outbreak has resulted in, and until fully resolved is likely to continue to result in, the following among other things: (i) increased draws by borrowers on revolving lines of credit and other financing instruments; (ii) increased requests by borrowers for amendments and waivers of their credit agreements to avoid default, increased defaults by such borrowers and/or increased difficulty in obtaining refinancing at the maturity dates of their loans; (iii) greater volatility in pricing and spreads and difficulty in valuing loans during periods of increased volatility; and rapidly evolving proposals and/or actions by state and federal governments to address problems being experienced by the markets and by businesses and the economy in general which will not necessarily adequately address the problems facing the loan market and businesses. These and future market disruptions and/or illiquidity could have an adverse effect on our business, financial condition, results of operations and cash flows. Unfavorable economic conditions also could increase our funding costs, limit our access to the capital markets or result in a decision by lenders not to extend credit to us. These events could limit our investment originations, limit our ability to grow and have a material negative impact on our operating results and the fair values of our debt and equity investments. We may have to access, if available, alternative markets for debt and equity capital, and a severe disruption in the global financial markets, deterioration in credit and financing conditions or uncertainty regarding U.S. government spending and deficit levels or other global economic conditions could have a material adverse effect on our business, financial condition and results of operations.

 

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For example, between 2008 and 2009, the U.S. and global capital markets were unstable as evidenced by periodic disruptions in liquidity in the debt capital markets, significant write-offs in the financial services sector, the re-pricing of credit risk in the broadly syndicated credit market and the failure of major financial institutions. Despite actions of the U.S. federal government and foreign governments, these events contributed to worsening general economic conditions that materially and adversely impacted the broader financial and credit markets and reduced the availability of debt and equity capital for the market as a whole and financial services firms in particular.

 

Equity capital may be difficult to raise during periods of adverse or volatile market conditions because, subject to some limited exceptions, as a BDC, we are generally not able to issue additional shares of our common stock at a price less than NAV without first obtaining approval for such issuance from our stockholders and our independent directors. Volatility and dislocation in the capital markets can also create a challenging environment in which to raise or access debt capital. The current market and future market conditions similar to those experienced from 2008 through 2009 for any substantial length of time could make it difficult to extend the maturity of or refinance our existing indebtedness or obtain new indebtedness with similar terms and any failure to do so could have a material adverse effect on our business. The debt capital that will be available to us in the future, if at all, may be at a higher cost and on less favorable terms and conditions than what we currently experience, including being at a higher cost in a rising interest rate environment. If any of these conditions appear, they may have an adverse effect on our business, financial condition, and results of operations. These events could limit our investment originations, limit our ability to increase returns to equity holders through the effective use of leverage, and negatively impact our operating results.

 

In addition, significant changes or volatility in the capital markets may also have a negative effect on the valuations of our investments. While most of our investments are not publicly traded, applicable accounting standards require us to assume as part of our valuation process that our investments are sold in a principal market to market participants (even if we plan on holding an investment through its maturity). Significant changes in the capital markets may also affect the pace of our investment activity and the potential for liquidity events involving our investments. Thus, the illiquidity of our investments may make it difficult for us to sell our investments to access capital if required, and as a result, we could realize significantly less than the value at which we have recorded our investments if we were required to sell them for liquidity purposes. An inability to raise or access capital could have a material adverse effect on our business, financial condition or results of operations.

 

Governmental authorities worldwide have taken increased measures to stabilize the markets and support economic growth. The success of these measures is unknown and they may not be sufficient to address the market dislocations or avert severe and prolonged reductions in economic activity.

 

We also face an increased risk of investor, creditor or portfolio company disputes, litigation and governmental and regulatory scrutiny as a result of the effects of COVID-19 on economic and market conditions.

  

Events outside of our control, including terrorist attacks, acts of war, natural disasters or public health crises, could negatively affect our portfolio companies and our results of our operations.

 

Periods of market volatility have occurred and could continue to occur in response to pandemics or other events outside of our control, including terrorist attacks, acts of war, natural disasters, public health crises or similar events. These types of events have adversely affected and could continue to adversely affect operating results for us and for our portfolio companies.

 

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COVID-19 and variants thereof continue to adversely impact global commercial activity and has contributed to significant volatility in financial markets. Local, state and federal and numerous non-U.S. governmental authorities have imposed travel and hospitality restrictions and bans, business closures or limited business operations and other quarantine measures on businesses and individuals. We cannot predict the full impact of COVID-19, including the duration and the impact of the closures and restrictions described above. As a result, we are unable to predict the duration of these business and supply-chain disruptions, the extent to which COVID-19 will negatively affect our portfolio companies’ operating results or the impact that such disruptions may have on our results of operations and financial condition. With respect to loans to portfolio companies, the Company will be impacted if, among other things, (i) amendments and waivers are granted (or are required to be granted) to borrowers permitting deferral of loan payments or allowing for PIK interest payments, (ii) borrowers default on their loans, are unable to refinance their loans at maturity, or go out of business, or (iii) the value of loans held by the Company decreases as a result of such events and the uncertainty they cause. Portfolio companies may also be more likely to seek to draw on unfunded commitments we have made, and the risk of being unable to fund such commitments is heightened during such periods. Depending on the duration and extent of the disruption to the business operations of our portfolio companies, we expect some portfolio companies, particularly those in vulnerable industries, to experience financial distress and possibly to default on their financial obligations to us and/or their other capital providers. In addition, if such portfolio companies are subjected to prolonged and severe financial distress, we expect some of them to substantially curtail their operations, defer capital expenditures and lay off workers. These developments would be likely to permanently impair their businesses and result in a reduction in the value of our investments in them.

 

The Company will also be negatively affected if the operations and effectiveness of our portfolio companies (or any of the key personnel or service providers of the foregoing) are compromised or if necessary or beneficial systems and processes are disrupted as a result of stay-at-home orders or other related interruptions to business operations.

 

In February 2022, Russia launched a large-scale invasion of Ukraine. The extent and duration of Russian military action in the Ukraine, resulting sanctions and resulting future market disruptions, including declines in stock markets in Russia and elsewhere and the value of the ruble against the U.S. dollar, are impossible to predict, but have been and could continue to be significant. Any such disruptions caused by Russian military or other actions (including cyberattacks and espionage) or resulting from actual or threatened responses to such actions have caused and could continue to cause disruptions to portfolio companies located in Europe or that have substantial business relationships with European or Russian companies. The extent and duration of the military action, sanctions and resulting market disruptions are impossible to predict, but have been and could continue to be substantial. Any such market disruptions could affect our portfolio companies’ operations and, as a result, could have a material adverse effect on our business, financial condition and results of operations.

 

We may be subject to risks associated with significant investments in one or more economic sectors and/or industries, including the business services sector, which includes our investment in our affiliate’s asset based lending business.

 

At times, the Company may have a significant portion of its assets invested in securities of companies conducting business within one or more economic sectors and/or industries, including the Services: Business, which includes our investment in an asset based lending business. Companies in the same sector or industry may be similarly affected by economic, regulatory, political or market events or conditions, which may make the Company more vulnerable to unfavorable developments in that sector or industry than companies that invest more broadly. Generally, the more broadly the Company invests, the more it spreads risk and potentially reduces the risks of loss and volatility.

 

76

 

 

As of December 31, 2022, investments in our affiliate’s asset-based lending business constituted 17.9% of our total assets. Thus, the Company presently has significant exposure to its asset based lending business. This asset based lending exposure subjects the Company to the particular risks of such business to a greater degree than others not similarly concentrated. The Company’s affiliate’s asset based lending activity within the gemstone and jewelry industry is exposed to factors that can impact price of gemstones and jewelry, including supply and demand of gemstones; political, economic, and global financial events; movement of the U.S. dollar versus other currencies; and the activity of large speculators and other participants. The gemstones and jewelry industry is exposed to the risk of loss as a result of fraud in its various forms. A significant decline in market prices of gemstones could result in reduced collateral value and losses, i.e., a lower balance of asset-based loans outstanding for the Company’s affiliate (which in turn would adversely impact out net asset value). See Item 1A of our Form 10-K, filed December 16, 2022, for risk factors related to our investment in this business.

 

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

 

None.

 

Item 3. Defaults Upon Senior Securities

 

None.

 

Item 4. Mine Safety Disclosures

 

None.

 

Item 5. Other Information

 

None.

 

77

 

 

Item 6. Exhibits

 

3.1   Certificate of Incorporation (Incorporated by reference to Exhibit 99.A.3 to the Registrant’s Pre-effective Amendment No. 3 to the Registration Statement on Form N-2 (File No. 333-166491), filed on November 23, 2010).
     
3.2   Certificate of Amendment to the Certificate of Incorporation (Incorporated by reference to the Current Report on Form 8-K filed on July 13, 2020).
     
3.3   Certificate of Amendment to Certificate of Incorporation (Incorporated by reference to the Current Report on Form 8-K filed December 28, 2020).
     
3.4   Form of Bylaws (Incorporated by reference to Exhibit 99.B.3 to the Registrant’s Pre-effective Amendment No. 3 to the Registration Statement on Form N-2 (File No. 333-166491), filed on November 23, 2010).
     
3.5   Amendment No. 1 to Bylaws (Incorporated by reference to the Current Report on Form 8-K filed February 7, 2019).
     
3.6   Amendment No. 2 to Bylaws (Incorporated by reference to the Current Report on Form 8-K filed December 28, 2020).
     
3.7   Amendment No. 3 to the Bylaws (Incorporated by reference to the Current Report on Form 8-K filed February 16, 2021).
     
4.1   Form of Stock Certificate (Incorporated by reference to Exhibit 99.D to the Registrant’s Pre-effective Amendment No. 3 to the Registration Statement on Form N-2 (File No. 333-166491), filed on November 23, 2010).
     
4.2   Indenture, dated February 7, 2012, between Medley Capital Corporation and U.S. Bank National Association, as Trustee (Incorporated by reference to Exhibit 99.D.2 to the Registrant’s Pre-Effective Amendment No. 1 to the Registration Statement on Form N-2 (File No. 333-179237), filed on February 13, 2012).
     
4.3   First Supplemental Indenture, dated March 21, 2012, between Medley Capital Corporation and U.S. Bank National Association, as Trustee (Incorporated by reference to Exhibit 99.D.4 to the Registrant’s Post-Effective Amendment No. 2 to the Registration Statement on Form N-2 (File No. 333-179237), filed on March 21, 2012).
     
4.4   Second Supplemental Indenture, dated March 18, 2013, between Medley Capital Corporation and U.S. Bank National Association, as Trustee (Incorporated by reference to Exhibit 99.D.4 to the Registrant’s Post-Effective Amendment No. 7 to the Registration Statement on Form N-2 (File No. 333-179237), filed on March 15, 2013).
     
4.5   Third Supplemental Indenture, dated December 17, 2015, between Medley Capital Corporation and U.S. Bank National Association, as Trustee (Incorporated by reference to Exhibit 99.D.6 to the Registrant’s Post-Effective Amendment No. 11 to the Registration Statement on Form N-2 (File No. 333-187324), filed December 17, 2015).
     
4.6   Description of PhenixFIN Corporation’s securities registered pursuant to Section 12 of the Securities Exchange Act of 1934 (Incorporated by reference to the Registrant’s Pre-Effective Amendment No. 1 to the Registration Statement on Form N-2 (File No. 333-258913), filed on October 15, 2021.
     
10.1   Form of Custody Agreement (Incorporated by reference to Exhibit 99.J.1 to the Registrant’s Pre-effective Amendment No. 3 to the Registration Statement on Form N-2 (File No. 333-166491), filed on November 23, 2010).
     
10.2   Form of Dividend Reinvestment Plan (Incorporated by reference to Exhibit 99.E to the Registrant’s Pre-effective Amendment No. 3 to the Registration Statement on Form N-2 (File No. 333-166491), filed on November 23, 2010).

 

78

 

 

10.3   Settlement Term Sheet, dated April 15, 2019 (Incorporated by reference to the Current Report on Form 8-K, filed on April 17, 2019).
     
10.4   Stipulation of Settlement, dated July 29, 2019, by and among Medley Capital Corporation, Brook Taube, Seth Taube, Jeff Tonkel, Mark Lerdal, Karin Hirtler-Garvey, John E. Mack, Arthur S. Ainsberg, Medley Management Inc., MCC Advisors LLC, Medley LLC and Medley Group LLC, on the one hand, and FrontFour Capital Group LLC and FrontFour Master Fund, Ltd., on behalf of themselves and a class of similarly situated stockholders of Medley Capital Corporation, on the other hand, in connection with the action styled In re Medley Capital Corporation Stockholder Litigation, Cons. C.A. No. 2019-0100-KSJM (Incorporated by reference to the Current Report on Form 8-K, filed on August 2, 2019).
     
10.5   Governance Agreement, dated July 29, 2019, by and among, Medley Capital Corporation, on the one hand, and FrontFour Capital Group LLC, FrontFour Master Fund, Ltd., FrontFour Capital Corp., FrontFour Opportunity Fund, David A. Lorber, Stephen E. Loukas and Zachary R. George, on the other hand (Incorporated by reference to the Current Report on Form 8-K, filed on August 2, 2019).
     
10.6   Standstill Agreement, dated as of August 19, 2020, by and between the Medley Capital Corporation and Howard Amster and the other persons and entities identified therein (Incorporated by reference to the Current Report on Form 8-K filed on August 21, 2020).
     
10.7   Fund Accounting Servicing Agreement, dated November 19, 2020, by and between Medley Capital Corporation and U.S. Bancorp Fund Services, LLC (Incorporated by reference to Exhibit 10.16 to the Annual Report on Form 10-K filed on December 11, 2020).
     
10.8   Administration Servicing Agreement, dated November 19, 2020, by and between Medley Capital Corporation and U.S. Bancorp Fund Services, LLC (Incorporated by reference to Exhibit 10.17 to the Annual Report on Form 10-K filed on December 11, 2020).
     
10.9   PhenixFIN Long Term Cash Incentive Plan (Incorporated by reference to Exhibit 10.9 to the Quarterly Report on Form 10-Q filed on May 9, 2022).
     
10.10   First Amendment to the PhenixFIN Long Term Cash Incentive Plan.* 
     
10.11   Form of Award Agreement (Incorporated by reference to Exhibit 10.10 to the Quarterly Report on Form 10-Q filed on May 9, 2022).
     
14.1   Code of Ethics & Insider Trading Policy of the Registrant (Incorporated by reference to Exhibit 99.R to the Registrant’s Registration Statement on Form N-2 (File No. 333-258913), filed on August 19, 2021.
     
21.1   List of Subsidiaries (Incorporated by reference to Exhibit 21.1 of the Quarterly Report on Form 10-Q filed on February 10, 2022).
     
31.1    Certification of Chief Executive Officer pursuant to Rule 13a-14 of the Securities Exchange Act of 1934, as amended.*
     
31.2   Certification of Chief Financial Officer pursuant to Rule 13a-14 of the Securities Exchange Act of 1934, as amended.*
     
32.1   Certification of Chief Executive Officer and Chief Financial Officer pursuant to section 906 of The Sarbanes-Oxley Act of 2002.*
     
101.INS*   Inline XBRL Instance Document
     
101.SCH*   Inline XBRL Taxonomy Extension Schema Document
     
101.CAL*   Inline XBRL Taxonomy Extension Calculation Linkbase Document
     
101.DEF*   Inline XBRL Taxonomy Extension Definition Linkbase Document
     
101.LAB*   Inline XBRL Taxonomy Extension Label Linkbase Document
     
101.PRE*   Inline XBRL Taxonomy Extension Presentation Linkbase Document
     
104*   Cover Page Interactive Data File (Embedded within the Inline XBRL document and included in Exhibit 101)

 

* Filed herewith.

 

79

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

Dated: February 9, 2023  
  PhenixFIN Corporation
     
  By /s/ David Lorber
    David Lorber
    Chief Executive Officer
    (Principal Executive Officer)
     
  By /s/ Ellida McMillan
    Ellida McMillan
    Chief Financial Officer
    (Principal Accounting and Financial Officer)

 

 

80

 

 

2023 As of December 31, 2022, comprised of our investments in foreign investments. As of September 30, 2022, comprised of our investments in foreign investments. The par amount and additional detail are shown in the Consolidated Schedule of Investments. Securities with a zero value at the beginning and end of the period, and those that had no transaction activity were excluded from the roll forward. 2500000 32443000 FlexFIN, LLC was reclassed as an Equity from Secured Debt during the quarter ended December 31, 2021. Net investment income/(loss) excluding management and incentive fee waivers, discounts and reimbursements based on total weighted average common stock outstanding equals $0.78 and $0.08 per share for the three months ended December 31, 2022 and 2021 respectively. Total return is historical and assumes changes in share price, reinvestments of all dividends and distributions at prices obtained under the Company’s dividend reinvestment plan, and no sales charge for the period. Calculation is not annualized. Total return is historical and assumes changes in NAV, reinvestments of all dividends and distributions at prices obtained under the Company’s dividend reinvestment plan, and no sales charge for the period. Calculation is not annualized. Ratios are annualized during interim periods. Represents the impact of the non-recurring fees as a percentage of total investment income. Based on daily weighted average carrying value of debt outstanding during the period. Asset coverage per unit is the ratio of the carrying value of our total consolidated assets, less all liabilities and indebtedness not represented by senior securities, to the aggregate amount of senior securities representing indebtedness. 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