PhenixFIN Corp
For the period ended Mar 31, 2025. Filed May 7, 2025.
View on SEC.govAbout this filing
A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Mar 31, 2025 · Filed May 7, 2025
PFX$42.03+1.6%Stored close · as of Nov 6, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2024-12-31; filed 2025-02-07.
0001213900-25-011052
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2025-03-31; filed 2025-05-07.
0001213900-25-040261
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 121 previous paragraphs and 124 current paragraphs.
97 unchanged; 20 reworded; 6 added; 3 removed; 1 previous and 1 current paragraphs rearranged.
Tables are not compared: 60 previous and 60 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (6)
Current report
During the three and six months ended March 31, 2025, the Company recorded an expense of $303,848 and $630,168 respectively, for these awards. During the three and six months ended March 31, 2024, the Company recorded an expense of $504,890 and $809,690, respectively, for these awards.
Current report
During the three months ended March 31, 2025, we recognized $1.1 million of realized losses on our portfolio investments. During the six months ended March 31, 2025, we recognized $0.1 of realized gain on our portfolio investments. The realized losses for the three months ended March 31, 2025 were due to the realized loss of $1.9 million on Point.360, offset by realized gains on Altisource S.A.R.L., CB&L Associates Holdco I, LLC, and All Around Roustabout, LLC of $0.7 million. The realized gains for six months ended were primarily due to a realized gain on PHH Mortgage Corp. for $0.8 million, a realized gain on Chimera Investment Corp for $0.3 million, and realized gains on Altisource S.A.R.L., CB&L Associates Holdco I, LLC, and All Around Roustabout, LLC of $0.7 million, offset by a realized loss of $1.9 million on Point.360.
Current report
For the six months ended March 31, 2025, we had $(0.8) million of net unrealized depreciation on investments. The net unrealized depreciation resulted from unrealized depreciation on NVTN LLC of $1.1 million, Black Angus Steakhouses, LLC for $1.0 million, and NSG Captive Inc. for $0.8 million, offset by the reversal of the unrealized loss on Point.360 for $2.1 million.
Current report
For the three months ended March 31, 2024, we had $6.6 million of net unrealized appreciation on investments. The net unrealized appreciation resulted from the reversal of the realized loss on 1888 Industrial Services and unrealized appreciation primarily on Kemmerer Operations LLC, FST Holdings Parent LLC, and PHH Mortgage Corporation, offset by the reversal of the unrealized gain on Maritime Wireless Holdings.
Current report
For the six months ended March 31, 2024, we had $9.2 million of net unrealized appreciation on investments. The net unrealized appreciation resulted from the reversal of the realized loss on 1888 Industrial Services and unrealized appreciation primarily on Kemmerer Operations LLC, Chimera Investment Corporation, FST Holdings Parent LLC, NVTN LLC, and PHH Mortgage Corporation, offset by the reversal of the unrealized gain on Maritime Wireless Holdings.
Current report
On April 17, 2025 (the “Third Amendment Effective Date”), in order to extend the term and increase the size of the Credit Facility, the parties to the Credit Facility amended the terms of the Credit Facility, effective as of the Third Amendment Effective Date (the “Third Amendment”). The Third Amendment increased the principal amount of the loan available under the Credit Facility by $12.5 million to $100.0 million (with potential access to up to an additional $50,000,000 pursuant to an uncommitted accordion provision) and appointed BankUnited, N.A. to assume all agency and syndication responsibilities from the prior agent and lenders. Outstanding loans under the terms of the Amendment will bear a monthly interest rate ranging from ABR + 1.35% to ABR + 1.75% for any alternative base rate loans and from Term SOFR + 2.35% to Term SOFR + 2.75% for any term benchmark loans based on the total debt to tangible net worth ratio. The Amendment also extended the term of the credit facility to April 17, 2030, five years from the Effective Date. Other material terms remain substantially unchanged.
Removed paragraphs (3)
Previous report
During the three months ended December 31, 2024 and 2023, the Company accrued $326,320 and $304,800, respectively, for these awards.
Previous report
During the three months ended December 31, 2023, we recognized $0.2 million of realized gains on our portfolio investments. The realized gains were primarily due to additional proceeds received from two investments.
Previous report
For the three months ended December 31, 2023, we had $2.6 million of net unrealized appreciation on investments. The net unrealized appreciation was comprised of $6.0 million of net unrealized appreciation that resulted from fair market value appreciation primarily attributable to Maritime Wireless, 1888 Industrial Services, and level one investments, and $3.4 million of net unrealized depreciation primarily attributable to Kemmerer Operations and JFL-NGS-WCS Partners.
Reworded paragraphs (20)
Previous wording
As of December 31, 2024 and September 30, 2024, our portfolio had a fair market value of approximately $300.1 million and $227.9 million, respectively.
Current wording
As of March 31, 2025 and September 30, 2024, our portfolio had a fair market value of approximately $286.8 million and $227.9 million, respectively.
Previous wording
During the three months ended December 31, 2024, we received proceeds from sale and settlements of investments of $30.0 million, including principal proceeds, net realized gains on investments of $1.2 million and invested $100.9 million.
Current wording
During the six months ended March 31, 2025, we received proceeds from sale and settlements of investments of $74.0 million, including principal proceeds, net realized gains on investments of $0.1 million and invested $132.9 million.
Previous wording
During the three months ended December 31, 2023, we received proceeds from sale and settlements of investments of $22.1 million, including principal and dividend proceeds, realized net losses on investments of $0.2 million, and invested $14.3 million.
Current wording
During the six months ended March 31, 2024, we received proceeds from sale and settlements of investments of $45.6 million, including principal and dividend proceeds, realized net losses on investments of $1.6 million, and invested $30.8 million.
Previous wording
As of December 31, 2024, our income-bearing investment portfolio based upon cost represented 70.3% of our total portfolio of which 60.7% bore interest based on floating rates, such as SOFR or LIBOR, 14.0% bore interest at fixed rates, and 25.4% are income-producing equity investments. As of September 30, 2024, our income-bearing investment portfolio based upon cost represented 84.5% of our total portfolio of which 57.9% bore interest based on floating rates, such as LIBOR or SOFR, 17.0% bore interest at fixed rates, and 25.1% are income-producing equity investments. As of December 31, 2024, the Company had a weighted average yield of 13.3% on debt and other income producing investments. As of September 30, 2024, the Company had a weighted average yield of 12.3% on debt and other income producing investments. The weighted average yield of our total portfolio does not represent the total return to our stockholders.
Current wording
As of March 31, 2025, our income-bearing investment portfolio based upon cost represented 66.6% of our total portfolio of which 56.3% bore interest based on floating rates, such as SOFR, 18.1% bore interest at fixed rates, and 25.6% are income-producing equity investments. As of September 30, 2024, our income-bearing investment portfolio based upon cost represented 84.5% of our total portfolio of which 57.9% bore interest based on floating rates, such as LIBOR or SOFR, 17.0% bore interest at fixed rates, and 25.1% are income-producing equity investments. As of March 31, 2025, the Company had a weighted average yield of 11.8% on debt and other income producing investments. As of September 30, 2024, the Company had a weighted average yield of 12.3% on debt and other income producing investments. The weighted average yield of our total portfolio does not represent the total return to our stockholders.
Previous wording
Operating results for three months ended December 31, 2024 and 2023 are as follows (dollars in thousands):
Current wording
Operating results for three and six months ended March 31, 2025 and 2024 are as follows (dollars in thousands):
Previous wording
For the three months ended December 31, 2024, investment income totaled $6.2 million, of which $3.8 million was attributable to portfolio interest, approximately $2.1 million was attributable to dividend income, $0.1 million was attributable to fee and other income, and $0.2 million was attributable to interest on cash and cash equivalents. Dividend income was received from eight investments during the three months ended December 31, 2024.
Current wording
For the three months ended March 31, 2025, investment income totaled $6.0 million, of which $3.9 million was attributable to portfolio interest, approximately $2.1 million was attributable to dividend income, $0.0 million was attributable to fee and other income, and $0.0 million was attributable to interest on cash and cash equivalents. For the six months ended March 31, 2025, investment income totaled $12.2 million, of which $7.8 million was attributable to portfolio interest, approximately $4.2 million was attributable to dividend income, $0.1 million was attributable to fee and other income, and $0.1 million was attributable to interest on cash and cash equivalents. Dividend income was received from eight investments during the six months ended March 31, 2025.
Previous wording
For the three months ended December 31, 2023, investment income totaled $5.7 million, of which $3.7 million was attributable to portfolio interest, approximately $2.0 million was attributable to dividend income, $0.0 thousand was attributable to fee and other income, and $41.1 thousand was attributable to interest on cash and cash equivalents. Dividend income was received from ten investments during the three months ended December 31, 2023.
Current wording
For the three months ended March 31, 2024, investment income totaled $4.7 million, of which $2.7 million was attributable to portfolio interest, approximately $1.7 million was attributable to dividend income, $0.1 million was attributable to fee and other income, and $0.2 million was attributable to interest on cash and cash equivalents. For the six months ended March 31, 2024, investment income totaled $10.4 million, of which $6.4 million was attributable to portfolio interest, approximately $3.7 million was attributable to dividend income, $0.1 million was attributable to fee and other income, and $0.2 million was attributable to interest on cash and cash equivalents. Dividend income was received from eight investments during the six months ended March 31, 2024.
Previous wording
Operating expenses for the three months ended December 31, 2024 and 2023 are as follows (dollars in thousands):
Current wording
Operating expenses for the three and six months ended March 31, 2025 and 2024 are as follows (dollars in thousands):
Previous wording
For the three months ended December 31, 2024, total operating expenses increased by $0.6 million, or 14.4% compared to the three months ended December 31, 2023.
Current wording
For the three months ended March 31, 2025, total operating expenses increased by $1.0 million, or 23.6% compared to the three months ended March 31, 2024. For the six months ended March 31, 2025, total operating expenses increased by $1.5 million, or 19.1% compared to the six months ended March 31, 2024.** **
Previous wording
Interest and financing expenses for the three months ended December 31, 2024 increased by $1.0 million, or 65.2% compared to the three months ended December 31, 2023. The increase in interest and financing expenses for the three months ended December 31, 2024 was primarily due to increased borrowings on the Credit Facility.
Current wording
Interest and financing expenses for the three months ended March 31, 2025 increased by $1.0 million, or 64.6% compared to the three months ended March 31, 2024. Interest and financing expenses for the six months ended March 31, 2025 increased by $2.0 million, or 64.8% compared to the six months ended March 31, 2024. The increase in interest and financing expenses for the three and six months ended March 31, 2025 was primarily due to increased borrowings on the Credit Facility.
Previous wording
Professional fees and general and administrative expenses for the three months ended December 31, 2024 decreased by $43 thousand, or 6.3% compared to the three months ended December 31, 2023.
Current wording
Professional fees and general and administrative expenses for the three months ended March 31, 2025 increased by $0.2 million, or 35.5% compared to the three months ended March 31, 2024. Professional fees and general and administrative expenses for the six months ended March 31, 2025 decreased by $0.2 million, or 14.1% compared to the six months ended March 31, 2024.
Previous wording
During the three months ended December 31, 2024, we recognized $1.2 million of realized gains on our portfolio investments. The realized gains were primarily due to a realized gain on PHH Mortgage Corp. for $0.8 million and a realized gain on Chimera Investment Corp for $0.3 million.
Current wording
During the three and six months ended March 31, 2024, we recognized $1.8 million and $1.6 of realized loses, respectively on our portfolio investments. The realized losses were primarily due to the sale of 1888 Industrial Services for $8.8 million offset by realized gain on Maritime Wireless Holdings for $7.0 million.
Previous wording
For the three months ended December 31, 2024, we had $0.3 million of net unrealized depreciation on investments. The net unrealized depreciation resulted from the reversal of the unrealized gain on PHH Mortgage Corp. for $0.7 million, unrealized depreciation on Black Angus Steakhouses for $0.9 million, offset by unrealized appreciation on JFL-NGS-WGS Partners, LLC for $1.0 million.
Current wording
For the three months ended March 31, 2025, we had ($0.5) million of net unrealized depreciation on investments. The net unrealized depreciation resulted from unrealized depreciation on JFL-NGS-WCS Partners, LLC for $0.9 million, NVTN LLC for $0.9 million, ECC Capital Corp. for $0.4 million, and Staples, Inc. for $0.3 million, offset by the reversal of the unrealized loss on Point.360 for $2.1 million.
Previous wording
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, 2024 and 2023, the Company did not record a change in provision for deferred taxes.
Current wording
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 and six months ended March 31, 2025, the Company recorded a change in provision for deferred taxes, net, on the unrealized (appreciation)/depreciation on investments in the amount of $(329,636). For the three and six months ended 2024, the Company did not record a change in provision for deferred taxes.
Previous wording
For the three months ended December 31, 2024, we recorded a net increase in net assets resulting from operations of $2.5 million compared to a net increase in net assets resulting from operations of $4.5 million for the three months ended December 31, 2023. Based on 2,019,778 and 2,072,694 weighted average common shares outstanding for the three months ended December 31, 2024 and 2023, respectively, our per share net increase in net assets resulting from operations was $1.22 for the three months ended December 31, 2024 and $2.19 for the three months ended December 31, 2023.
Current wording
For the three months ended March 31, 2025, we recorded a net decrease in net assets resulting from operations of $(0.9) million compared to a net increase in net assets resulting from operations of $5.4 million for the three months ended March 31, 2024. Based on 2,019,778 and 2,048,622 weighted average common shares outstanding for the three months ended March 31, 2025 and 2024, respectively, our per share net increase/(decrease) in net assets resulting from operations was $(0.44) for the three months ended March 31, 2025 and $2.62 for the three months ended March 31, 2024.
Previous wording
As of December 31, 2024 and September 30, 2024, we had $7.2 million and $67.6 million, respectively, in cash and cash equivalents.
Current wording
As of March 31, 2025 and September 30, 2024, we had $8.7 million and $67.6 million, respectively, in cash and cash equivalents.
Previous wording
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. The Credit Facility has a maturity date of December 15, 2025. As of December 31, 2024, there was $84.0 million outstanding borrowings by the Company under the Credit Facility.
Current wording
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. The Credit Facility has a maturity date of December 15, 2025. As of March 31, 2025, there was $79.6 million outstanding borrowings by the Company under the Credit Facility.
Previous wording
As of December 31, 2024 and September 30, 2024, we had commitments under loan and financing agreements to fund up to $2.2 million to three portfolio companies and $1.6 million to two 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, 2024 and September 30, 2024 is shown in the table below (dollars in thousands):
Current wording
As of March 31, 2025 and September 30, 2024, we had commitments under loan and financing agreements to fund up to $3.6 million to four portfolio companies and $1.6 million to two 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 March 31, 2025 and September 30, 2024 is shown in the table below (dollars in thousands):
Previous wording
On May 9, 2024, the Board of Directors declared a special dividend in the amount of $2,645,925. This dividend was paid on June 10, 2024 to stockholders of record as of May 27, 2024. On December 13, 2024, the Company identified that it did not distribute at least 90% of its investment company taxable income for the tax year ended September 30, 2023. The Company filed Form 8927 on December 16, 2024 notifying the IRS. On February 6, 2025, the Board of Directors declared a special dividend in the amount of $2,895,785 for a record date of February 17, 2025 and payable on February 18, 2025. The Company did not declare any distribution payments during the three months ended December 31, 2024 and 2023.
Current wording
On May 9, 2024, the Board of Directors declared a special dividend in the amount of $2,645,925. This dividend was paid on June 10, 2024 to stockholders of record as of May 27, 2024. On February 6, 2025, the Board of Directors declared a special dividend in the amount of $2,888,283 for a record date of February 17, 2025 and payable on February 19, 2025.
Previous wording
*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, 2024, certain investments in three portfolio companies held by the Company were on non-accrual status with a combined fair value of approximately $1.5 million, or 0.5% of the fair value of our portfolio. At September 30, 2024, certain investments in three portfolio companies held by the Company were on non-accrual status with a combined fair value of approximately $2.4 million, or 1.1% of the fair value of our portfolio.
Current wording
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 March 31, 2025, certain investments in two portfolio companies held by the Company were on non-accrual status with a combined fair value of approximately $1.4 million, or 0.5% of the fair value of our portfolio. At September 30, 2024, certain investments in three portfolio companies held by the Company were on non-accrual status with a combined fair value of approximately $2.4 million, or 1.1% of the fair value of our portfolio.* ***
Rearranged current paragraphs (1)
Current report — wording carried from elsewhere
For the six months ended March 31, 2025, we recorded a net increase in net assets resulting from operations of $1.6 million compared to a net increase in net assets resulting from operations of $9.9 million for the six months ended March 31, 2024. Based on 2,019,778 and 2,060,723 weighted average common shares outstanding for the six months ended March 31, 2025 and 2024, respectively, our per share net increase in net assets resulting from operations was $0.78 for the six months ended March 31, 2025 and $4.81 for the six months ended March 31, 2024.
Rearranged previous paragraphs (1)
Previous report — wording carried elsewhere
On February 6, 2025, the Board of Directors declared a special dividend in the amount of $2,895,785 for a record date of February 17, 2025 and payable on February 18, 2025.