Item 7A. Quantitative and Qualitative Disclosures About Market Risk
Item
7A. 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 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 2023, the Federal Reserve raised short-term interest rates and has
indicated additional interest rate increases may come. In addition, U.S. and global capital markets and credit markets have experienced
a higher level of stress due to the higher interest rate environment, pandemics, and other market events, 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 year ended September 30, 2025, we
did not engage in hedging activities.
As
of September 30, 2025, 67.5% of our income-bearing investment portfolio bore interest based on floating rates based upon fair value.
The substantial majority of this component of our portfolio bore interest based on a SOFR reference rate. 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 the applicable
reference rates are not offset by a corresponding increase in the spread over the 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 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 floor as of September 30, 2025 was as follows (dollars in thousands):
September
30, 2025
SOFR Floor
Fair
Value
%
of
Floating
Rate
Portfolio
Under 1%
$ 15,422
13.4 %
1% to under 2%
50,486
44.1
2% to under 3%
2,649
2.3
3% to under 4%
13,135
11.4
4% to under 5%
8,864
7.7
No Floor
24,211
21.1
Total
$ 114,767
100.0 %
Based
on our Consolidated Statements of Assets and Liabilities as of September 30, 2025, the following table (dollars in thousands) shows the
approximate increase/(decrease) in components of net assets resulting from operations of hypothetical reference 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
$ 4,000
$ (2,700 )
$ 1,300
Up 200 basis points
2,700
(1,800 )
900
Up 100 basis points
1,300
(900 )
400
Down 100 basis points
(1,300 )
900
(400 )
Down 200 basis points
(2,700 )
1,800
(900 )
Down 300 basis points
(4,000 )
2,700
(1,300 )
(1) Assumes
no defaults or prepayments by portfolio companies over the next twelve months.
67
Item
8. Consolidated Financial Statements and Supplementary Data
INDEX
TO CONSOLIDATED FINANCIAL STATEMENTS
Page
Report
of Independent Registered Public Accounting Firm
F-1
Consolidated
Statements of Assets and Liabilities as of September 30, 2025 and 2024
F-3
Consolidated
Statements of Operations for the years ended September 30, 2025, 2024 and 2023
F-4
Consolidated
Statements of Changes in Net Assets for the years ended September 30, 2025, 2024 and 2023
F-5
Consolidated
Statements of Cash Flows for the years ended September 30, 2025, 2024 and 2023
F-6
Consolidated
Schedules of Investments as of September 30, 2025 and 2024
F-7
Notes
to Consolidated Financial Statements
F-15
68
Report
of Independent Registered Public Accounting Firm
To
the Shareholders and Board of Directors
PhenixFIN
Corporation:
Opinion
on the Consolidated Financial Statements
We
have audited the accompanying consolidated statements of assets and liabilities of PhenixFIN Corporation and subsidiaries (the Company),
including the consolidated schedules of investments, as of September 30, 2025 and 2024, the related consolidated statements of operations,
changes in net assets, and cash flows for each of the years in the three-year period ended September 30, 2025 and the related notes (collectively,
the consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects,
the financial position of the Company as of September 30, 2025 and 2024, and the results of its operations and its cash flows for each
of the years in the three-year period ended September 30, 2025, in conformity with U.S. generally accepted accounting principles.
Basis
for Opinion
These
consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion
on these consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting
Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal
securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We
conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud.
The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part
of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing
an opinion on the effectiveness of the Company’s internal control over financial reporting.
Accordingly,
we express no such opinion.
Our
audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether
due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence
regarding the amounts and disclosures in the consolidated financial statements. Such procedures also included confirmation of securities
owned as of September 30, 2025 and 2024, by correspondence with the custodian, portfolio companies, agents, or by other appropriate auditing
procedures. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well
as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis
for our opinion.
Critical
Audit Matter
The
critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that
was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material
to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication
of a critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are
not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or
disclosures to which it relates.
F- 1
Fair
value of investments
As
discussed in Notes 2, 3 and 4 of the consolidated financial statements, the Company measures its investments at fair value. The Company
determines the fair value of investments that are not publicly traded and whose market quotations are not readily available using one
or more methodologies including the market approach and/or income approach, which requires the Company to make subjective judgments and
estimates using unobservable inputs. As of September 30, 2025, the fair value of level 3 investments was $224.2 million.
We
identified the assessment of the fair value of level 3 investments for which unobservable inputs were used as a critical audit matter.
The key assumptions used to estimate the fair value of these investments related to the market yield associated with the portfolio company
used in an income approach and the selection of financial performance multiples of comparative companies used in a market approach. Evaluating
these assumptions involved a high degree of subjective auditor judgment and involvement of professionals with specialized skills and
knowledge. Changes in these assumptions could have a significant impact on the estimated fair value of investments.
The
following are the primary procedures we performed to address this critical audit matter. We evaluated the design and implementation of
certain internal controls over the Company’s process to estimate the fair value of level 3 investments, including controls related
to the determination of market yield and financial performance multiples assumptions. We evaluated the Company’s ability to estimate
fair value by comparing prior period fair values for a selection of investments to transaction prices occurring subsequent to the prior
period valuation date. We involved valuation professionals with specialized skills and knowledge who, for a selection of the Company’s
investments, assisted in evaluating the Company’s estimate of fair value by developing an independent estimate of fair value using
independent market yields and financial performance multiples that were developed using relevant market and portfolio company financial
information and comparing such estimates to the fair values recorded by the Company for the selected investments.
/s/ KPMG
LLP
We have served
as the Company’s auditor since 2023.
New York,
New York
December 12, 2025
F- 2
PHENIXFIN
CORPORATION
Consolidated
Statements of Assets and Liabilities
September 30,
2025
September 30,
2024
Assets:
Investments at fair value
Non-controlled, non-affiliated investments (amortized cost of $ 139,342,491 and $ 143,179,354 respectively)
$ 145,280,169
$ 142,233,426
Affiliated investments (amortized cost of $ 35,390,223 and $ 20,564,242 , respectively)
35,381,405
14,750,785
Controlled
investments (amortized cost of $149,656,451 and $97,016,429, respectively)
121,610,914
70,931,647
Total
Investments at fair value
302,272,488
227,915,858
Cash
and cash equivalents
7,289,371
67,571,559
Receivables:
Interest
receivable
1,203,404
1,313,598
Other
receivable
44,971
65,838
Dividends
receivable
42,950
23,468
Other
assets
2,746,775
1,066,323
Deferred
tax asset, net
1,234,847
887,099
Deferred
financing costs
1,384,767
760,680
Due from
Affiliate
572,331
90,500
Prepaid share repurchase
96,342
101,115
Receivable
for investments sold
21,549
2,955,775
Total
Assets
$ 316,909,795
$ 302,751,813
Liabilities:
Credit facility and notes payable (net of debt issuance costs of $ 1,141,393 and $ 1,510,815 , respectively)
$ 148,011,724
$ 135,723,636
Accounts
payable and accrued expenses
4,226,889
5,570,150
Other
liabilities
2,439,405
294,063
Interest
and fees payable
1,187,574
768,043
Taxes
payable
137,538
-
Due
to Affiliate
132,365
88,148
Total
Liabilities
156,135,495
142,444,040
Commitments
and Contingencies (see Note 8)
Net
Assets:
Common Shares, $ 0.001 par value; 5,000,000 shares authorized; 2,723,709 shares issued; 2,003,769 and 2,019,778 common shares outstanding, respectively
2,004
2,020
Capital in excess of par
value
704,640,648
704,909,588
Total
distributable earnings (loss)
( 543,868,352 )
( 544,603,835 )
Total
Net Assets
160,774,300
160,307,773
Total
Liabilities and Net Assets
$ 316,909,795
$ 302,751,813
Net
Asset Value Per Common Share
$ 80.24
$ 79.37
The
accompanying notes are an integral part of these consolidated financial statements.
F- 3
PHENIXFIN
CORPORATION
Consolidated
Statements of Operations
For
the Year Ended September 30,
2025
2024
2023
Interest Income:
Interest from investments
Non-controlled, non-affiliated
investments:
Cash
$ 12,190,186
$ 10,231,111
$ 8,031,539
Payment in-kind
1,355,918
938,879
506,555
Affiliated investments:
Cash
614,409
742,881
1,925,293
Payment in-kind
-
-
460,856
Controlled investments:
Cash
2,452,227
2,121,713
667,312
Payment
in-kind
-
268,831
557,981
Total interest income
16,612,740
14,303,415
12,149,536
Dividend income
Non-controlled, non-affiliated
investments
2,183,106
2,691,393
3,139,592
Affiliated investments
254,231
199,388
-
Controlled
investments
5,024,928
3,972,352
3,716,676
Total dividend income
7,462,265
6,863,133
6,856,268
Interest from cash and cash equivalents
194,954
500,079
400,031
Fee income (see Note 9)
992,363
514,949
324,290
Other income
-
22
402,138
Total Investment Income
25,262,322
22,181,598
20,132,263
Expenses:
Interest and financing expenses
10,278,961
6,609,473
5,531,833
Salaries and benefits
5,067,324
6,850,792
4,186,852
Professional fees, net
1,977,541
1,462,766
1,404,676
General and administrative
expenses
1,239,221
1,093,922
983,274
Directors fees
816,000
750,000
728,833
Administrator expenses (see
Note 6)
404,941
301,931
320,310
Insurance
expenses
338,013
378,854
466,319
Total expenses
20,122,001
17,447,738
13,622,097
Net Investment Income
5,140,321
4,733,860
6,510,166
Realized and unrealized
gains (losses) on investments
Net realized gains (losses):
Non-controlled, non-affiliated
investments
( 1,618,869 )
740,924
( 10,538,228 )
Affiliated investments
( 10,316,867 )
( 1,991,456 )
( 1,018,267 )
Controlled
investments
13,230
8,542,831
23,456
Total net realized gains
(losses)
( 11,922,506 )
7,292,299
( 11,533,039 )
Net change in unrealized gains (losses):
Non-controlled, non-affiliated
investments
6,883,606
7,862,162
15,954,552
Affiliated investments
5,804,639
5,130,836
7,327,399
Controlled
investments
( 1,960,755 )
( 7,287,134 )
8,659,262
Total net change in unrealized
gains (losses)
10,727,490
5,705,864
31,941,213
Deferred tax benefit
(expense)
210,210
887,099
-
Total
realized and unrealized gains (losses)
( 984,806 )
13,885,262
20,408,174
Net
Increase (Decrease) in Net Assets Resulting from Operations
$ 4,155,515
$ 18,619,122
$ 26,918,340
Weighted average basic and diluted earnings per common share
$ 2.06
$ 9.13
$ 12.87
Weighted average common shares outstanding
- basic and diluted (see Note 11)
2,015,157
2,040,253
2,092,326
The
accompanying notes are an integral part of these consolidated financial statements.
F- 4
PHENIXFIN
CORPORATION
Consolidated
Statements of Changes in Net Assets
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)
-
-
-
6,510,166
6,510,166
Net
realized gains (losses) on investments
-
-
-
( 11,533,039 )
( 11,533,039 )
Net
change in unrealized appreciation (depreciation) on investments
-
-
-
31,941,213
31,941,213
CAPITAL SHARE TRANSACTIONS
Repurchase of common shares
( 28,416 )
( 28 )
( 1,058,185 )
-
( 1,058,213 )
Tax
reclassification of shareholders’ equity in accordance with generally accepted accounting principles
-
-
20,468,622
( 20,468,622 )
-
Total
Increase (Decrease) in Net Assets
( 28,416 )
( 28 )
19,410,437
6,449,718
25,860,127
Balance at September 30, 2023
2,073,713
2,074
694,812,239
( 548,108,778 )
146,705,535
OPERATIONS
Net investment income
(loss)
-
-
-
4,733,860
4,733,860
Net
realized gains (losses) on investments
-
-
-
7,292,299
7,292,299
Net
change in unrealized appreciation (depreciation) on investments
-
-
-
5,705,864
5,705,864
Deferred tax benefit
(expense)
-
-
-
887,099
887,099
CAPITAL SHARE TRANSACTIONS
Distributions declared
-
-
-
( 2,645,925 )
( 2,645,925 )
Repurchase of common shares
( 53,935 )
( 54 )
( 2,370,905 )
-
( 2,370,959 )
Tax
reclassification of shareholders’ equity in accordance with generally accepted accounting principles
-
-
12,468,254
( 12,468,254 )
-
Total
Increase (Decrease) in Net Assets
( 53,935 )
( 54 )
10,097,349
3,504,943
13,602,238
Balance at September 30, 2024
2,019,778
2,020
704,909,588
( 544,603,835 )
160,307,773
OPERATIONS
Net investment income
(loss)
-
-
-
5,140,321
5,140,321
Net
realized gains (losses) on investments
-
-
-
( 11,922,506 )
( 11,922,506 )
Net
change in unrealized appreciation (depreciation) on investments
-
-
-
10,727,490
10,727,490
Deferred tax benefit
(expense)
-
-
-
210,210
210,210
CAPITAL SHARE TRANSACTIONS
Distributions declared
-
-
-
( 2,888,283 )
( 2,888,283 )
Repurchase of common shares
( 16,009 )
( 16 )
( 800,689 )
-
( 800,705 )
Tax
reclassification of shareholders’ equity in accordance with generally accepted accounting principles
-
-
531,749
( 531,749 )
-
Total
Increase (Decrease) in Net Assets
( 16,009 )
( 16 )
( 268,940 )
735,483
466,527
Balance at September
30, 2025
2,003,769
$ 2,004
$ 704,640,648
$ ( 543,868,352 )
$ 160,774,300
The
accompanying notes are an integral part of these consolidated financial statements.
F- 5
PHENIXFIN
CORPORATION
Consolidated
Statements of Cash Flows
For
the Year Ended September 30,
2025
2024
2023
Cash Flows from Operating
Activities:
Net
increase (decrease) in net assets resulting from operations
$ 4,155,515
18,619,122
$ 26,918,340
Adjustments
to reconcile net increase (decrease) in net assets resulting from operations to net cash provided by (used in) operating activities:
Proceeds
from sale and settlements of investments
100,348,370
112,313,260
66,642,920
Purchases,
originations and participations
( 173,921,300 )
( 99,173,887 )
( 76,652,712 )
Investment
increases due to payment-in-kind interest
( 1,355,918 )
( 1,207,710 )
( 1,525,392 )
Net
amortization of premium (discount) on investments
( 622,798 )
( 388,667 )
( 1,560,684 )
Amortization
of debt issuance cost
369,422
347,908
370,329
Amortization
of deferred financing cost
559,419
565,619
286,597
Net
realized (gains) losses from investments
11,922,506
( 7,292,299 )
11,533,039
Net
unrealized (gains) losses on investments
( 10,727,490 )
( 5,705,864 )
( 31,941,213 )
(Increase)
decrease in operating assets:
Interest
receivable
110,194
( 342,483 )
( 243,539 )
Paydown
receivable
-
-
112,500
Other
receivable
20,867
( 34,413 )
5,567
Dividends
receivable
( 19,482 )
138,011
107,851
Due
from affiliate
( 481,831 )
318,714
( 137,252 )
Other
assets
( 1,680,452 )
( 233,323 )
359,677
Prepaid share repurchase
4,773
97,904
290,137
Receivable
for investments sold
2,934,226
984,400
( 3,940,175 )
Provision
for deferred taxes on unrealized appreciation/(depreciation) on investments
( 347,748 )
( 887,099 )
-
Taxes
payable
137,538
-
-
Increase
(decrease) in operating liabilities:
Accounts
payable and accrued expenses
( 1,343,261 )
2,503,166
1,026,707
Interest
and fees payable
419,531
77,645
187,273
Other
liabilities
2,145,342
( 138,635 )
( 140,251 )
Deferred
revenue
-
( 421,685 )
96,083
Due
to Affiliate
44,217
88,148
-
Payable
for investments purchased
-
( 4,123,059 )
( 12,426,941 )
Administrator
expenses payable
-
-
( 74,911 )
Net
cash provided by (used in) operating activities
( 67,328,360 )
16,104,773
( 20,706,050 )
Cash
Flows from Financing Activities:
Debt
issuance
55,418,666
76,471,498
36,441,941
Paydowns
on debt
( 43,500,000 )
( 25,178,988 )
( 30,521,800 )
Debt
issuance costs paid
-
( 169,888 )
-
Deferred
financing costs
( 1,183,506 )
( 627,175 )
( 935,721 )
Distributions
paid to shareholders
( 2,888,283 )
( 2,645,925 )
-
Repurchase
of common shares
( 800,705 )
( 2,370,959 )
( 1,058,213 )
Net
cash provided by (used in) financing activities
7,046,172
45,478,563
3,926,207
Net
increase (decrease) in cash and cash equivalents
( 60,282,188 )
61,583,336
( 16,779,843 )
Cash
and cash equivalents, beginning of period
67,571,559
5,988,223
22,768,066
Cash
and cash equivalents, end of period
$ 7,289,371
67,571,559
$ 5,988,223
Supplemental
information:
Interest
paid during the period
$ 8,762,139
5,532,959
$ 4,647,166
Non-cash
purchase of investments
$ 12,665,596
45,900,000
$ -
Non-cash
sale of investments
$ 12,665,596
45,900,000
$ -
The
accompanying notes are an integral part of these consolidated financial statements.
F- 6
PHENIXFIN
CORPORATION
Consolidated
Schedule of Investments
As
of September 30, 2025
Company (1) Industry Type of Investment Maturity Par Amount/
Shares/Units (2) Amortized
Cost (3) Fair
Value (4) % of Net
Assets (5)
Non-Controlled/Non-Affiliated Investments:
Adamas Trust, Inc.(11) Real Estate Equity - 221,469 Class E Preferred Units(13)(24) $ 221,469 $ 5,510,240 $ 5,565,516 3.45 %
Equity - 17,243 Class F Preferred Units(13)(18) 17,243 375,635 392,278 0.24 %
238,712 5,885,875 5,957,794 3.69 %
Altisource S.A.R.L.(11) Services: Business Senior Secured First Lien Term Loan B (SOFR + CSA + 6.50 %)(14)(20)(24)(27) 4/30/2030 8,040,718 8,460,009 8,322,143 5.18 %
Equity - 547,180 Units(13)(21) 547,180 3,327,909 6,380,119 3.97 %
Warrants(13)(21) 4/2/2029 111,343 647,105 77,940 0.05 %
Warrants(13)(21) 4/30/2032 111,343 622,110 64,579 0.04 %
8,810,584 13,057,133 14,844,781 9.24 %
Boostability Seotowncenter, Inc. Services: Business Equity - 833,152 Common Units(21) 833,152 66,475 - 0.00 %
833,152 66,475 - 0.00 %
CB&L Associates Holdco I, LLC(11) Real Estate First Lien Term Loan (SOFR + CSA + 2.75 %, 1.00 % Floor)(14)(20)(23)(29) 11/1/2025 2,879,525 2,419,049 2,753,546 1.71 %
2,879,525 2,419,049 2,753,546 1.71 %
Chimera Investment Corp.(11) Real Estate Equity - 151,710 Class C Preferred Units(13)(15) 151,710 3,635,972 3,504,501 2.18 %
Equity - 26,133 Class B Preferred Units(13)(24) 26,133 635,531 629,544 0.39 %
177,843 4,271,503 4,134,045 2.57 %
Compass Diversified Holdings(11) Real Estate Equity - 22,049 Series C Preferred Units(13)(28) 22,049 381,008 405,702 0.25 %
22,049 381,008 405,702 0.25 %
Copper Property CTL Pass Through Trust Real Estate Equity Certificates(13) 637,795 7,200,434 7,915,036 4.92 %
637,795 7,200,434 7,915,036 4.92 %
Franklin BSP Realty Trust, Inc.(11) Real Estate Equity - 50,000 Common Units(13) 50,000 498,155 543,000 0.34 %
50,000 498,155 543,000 0.34 %
Innovate Corp.(11) Construction & Building 10.50 % Senior Secured Notes(14) 2/1/2027 4,558,125 4,022,788 4,033,941 2.51 %
4,558,125 4,022,788 4,033,941 2.51 %
Invesco Mortgage Capital, Inc.(11) Real Estate Equity - 180,000 Common Units(13) 180,000 1,411,789 1,360,800 0.85 %
180,000 1,411,789 1,360,800 0.85 %
NGS-WCS Group Holdings Construction & Building Senior Secured First Lien Term Loan B (SOFR + 4.75 %, 0.50 % Floor)(23) 5/31/2030 987,500 983,422 997,375 0.62 %
JFL-NGS-WCS Partners, LLC Equity - 10,000,000 Units(21) 10,000,000 10,000,000 13,100,000 8.15 %
10,987,500 10,983,422 14,097,375 8.77 %
Kemmerer Operations, LLC Metals & Mining Senior Secured First Lien Term Loan (SOFR + 5.00 %)(24) 12/31/2028 8,762,782 8,762,782 8,762,782 5.45 %
8,762,782 8,762,782 8,762,782 5.45 %
The
accompanying notes are an integral part of these consolidated financial statements.
F- 7
PHENIXFIN
CORPORATION
Consolidated
Schedule of Investments (continued)
As
of September 30, 2025
Company (1) Industry Type of Investment Maturity Par Amount/
Shares/Units (2) Amortized
Cost (3) Fair
Value (4) % of Net
Assets (5)
Lucky Bucks, LLC (dba Arc Gaming & Technologies, LLC) Consumer Discretionary Priority Second Out Term Loan (SOFR + CSA + 7.50 %, 5.00% PIK, 1.00 % Floor)(20)(25) 10/2/2029 $ 2,143,683 $ 1,998,121 $ 1,993,625 1.24 %
Priority First Out Exit Term Loan (SOFR + CSA + 7.50 %, 1.00 % Floor)(20)(25) 10/2/2028 1,514,302 1,410,541 1,514,302 0.94 %
LB NewHoldCo, LLC Equity - 230,739 Membership Units(21) 230,739 449,393 994,485 0.62 %
3,888,724 3,858,055 4,502,412 2.80 %
MFA Financial, Inc.(11) Real Estate Equity - 114,695 Class C Preferred Units(13)(24) 114,695 2,800,579 2,737,770 1.70 %
Equity - 70,000 Common Units(13) 70,000 714,994 643,300 0.40 %
184,695 3,515,573 3,381,070 2.10 %
Neptune Bidco US, Inc. (dba Nielsen) Media: Broadcasting & Subscription First Lien Term Loan (SOFR + CSA + 5.00 %, 0.50 % Floor)(14)(20)(24) 4/11/2029 2,967,133 2,786,574 2,822,486 1.76 %
9.29 % Senior Secured Note(14) 4/15/2029 4,000,000 3,676,250 3,910,000 2.43 %
6,967,133 6,462,824 6,732,486 4.19 %
Onity Group Inc.(11) Real Estate Equity - 200,000 Preferred Units(28) 200,000 3,925,000 3,948,000 2.46 %
200,000 3,925,000 3,948,000 2.46 %
PHH Mortgage Corp. Real Estate 9.875 % Senior Secured Note(14) 11/1/2029 2,500,000 2,343,050 2,515,625 1.56 %
2,500,000 2,343,050 2,515,625 1.56 %
Power Stop LLC Automotive Senior Secured First Lien Term Loan (SOFR + CSA + 4.75 %, 0.50 % Floor)(14)(20)(24) 1/26/2029 9,704,216 8,504,727 7,860,415 4.89 %
9,704,216 8,504,727 7,860,415 4.89 %
PREIT Associates Real Estate Senior Secured First Lien Term Loan (SOFR + 7.00 %)(14)(23) 4/1/2029 56,201 55,077 57,606 0.04 %
Senior Secured Revolving Note (SOFR + 5.50 %)(8)(23) 12/31/2028 73,083 72,230 71,251 0.04 %
129,284 127,307 128,857 0.08 %
PSB Group, LLC Services: Consumer Senior Secured First Lien Term Loan (SOFR + 6.50 %, 1.00 % Floor)(23) 4/17/2030 5,706,618 5,679,996 5,706,618 3.55 %
Senior Secured First Lien Revolver (SOFR + 6.50 %, 1.00 % Floor)(8)(12)(23) 4/17/2030 293,137 293,137 293,137 0.18 %
5,999,755 5,973,133 5,999,755 3.73 %
Redwood Trust Inc.(11) Real Estate Equity - 165,000 Common Units(13) 165,000 1,012,942 955,350 0.59 %
165,000 1,012,942 955,350 0.59 %
SS Acquisition, LLC (dba Soccer Shots Franchising) Services: Consumer Senior Secured First Lien Term Loan (SOFR + 5.75 %, 1.00 % Floor)(23) 12/20/2029 13,469,643 13,404,028 13,469,643 8.38 %
Senior Secured First Lien Revolver (SOFR + 5.75 %, 1.00 % Floor)(8)(12)(23) 12/20/2029 400,000 400,000 400,000 0.25 %
13,869,643 13,804,028 13,869,643 8.63 %
Stancor (dba Industrial Flow Solutions Holdings, LLC) Services: Business Equity - 358,867 Class A Units(21) 358,867 345,491 314,132 0.20 %
358,867 345,491 314,132 0.20 %
Spotter Inc. High Tech Industries Equity - Series D-1 Preferred Stock(21) 414,293 5,999,998 5,999,998 3.73 %
414,293 5,999,998 5,999,998 3.73 %
Staples, Inc. Services: Consumer First Lien Term Loan (SOFR + 5.75 %, 0.50 % Floor)(14)(24) 9/1/2029 3,960,000 3,830,925 3,742,200 2.33 %
3,960,000 3,830,925 3,742,200 2.33 %
Tamarix Capital Partners II, L.P.(11) Banking Fund Investment(8)(21) N/A 2,194,384 2,227,463 1.39 %
- 2,194,384 2,227,463 1.39 %
Thryv Holdings, Inc.(11) Media: Broadcasting & Subscription Senior Secured First Lien Term Loan (SOFR + 6.75 %, 1.00 % Floor)(14)(23) 5/1/2029 2,025,000 2,009,375 2,027,531 1.26 %
2,025,000 2,009,375 2,027,531 1.26 %
WHI Global, LLC Aerospace & Defense Senior Secured Revolving Note(SOFR + CSA + 8.75%, 3.00% Floor)(8)(12)(20)(23) 4/17/2029 884,053 863,075 876,097 0.54 %
Senior Secured First Lien Term Loan(SOFR + CSA + 8.75 %, 3.00 % Floor)(20)(23) 4/17/2029 12,369,840 12,256,814 12,258,511 7.62 %
Wingman Holdings, Inc. Equity - 350 Common Shares(21) 350 700,000 483,284 0.30 %
13,254,243 13,819,889 13,617,892 8.46 %
XYZ Roofco, LLC (dba SMC Roofing Solutions LLC) Services: Consumer First Out Term Loan (SOFR + 3.50 %, 2.00 % Floor)(24) 10/16/2028 618,546 623,442 618,546 0.38 %
First Out Delayed Draw Term Loan (SOFR + 3.50 %, 2.00 % Floor)(24) 10/16/2028 30,950 31,933 31,128 0.02 %
Last Out Term Loan (SOFR + 6.25 % + 2.75 % First Out Skim, 2.00 % Floor)(24) 10/16/2028 1,863,568 1,859,920 1,858,909 1.16 %
Last Out Delayed Draw Term Loan (SOFR + 6.25 % + 2.75 % First Out Skim, 2.00 % Floor)(24) 10/16/2028 140,082 140,082 139,955 0.09 %
2,653,146 2,655,377 2,648,538 1.65 %
Subtotal Non-Controlled/Non-Affiliated Investments 104,412,066 $ 139,342,491 $ 145,280,169 90.35 %
The
accompanying notes are an integral part of these consolidated financial statements.
F- 8
PHENIXFIN
CORPORATION
Consolidated
Schedule of Investments (continued)
As
of September 30, 2025
Company (1) Industry Type of Investment Maturity Par Amount/
Shares/Units (2) Amortized Cost (3) Fair Value (4) % of Net
Assets (5)
Affiliated Investments: (6)
Advocates for Disabled Vets, LLC (dba Reps for Vets) Services: Consumer 12 % Senior Secured First Lien Term Loan 3/7/2030 8,932,500 8,770,471 8,798,513 5.47 %
Equity - 3,375,000 Units(21) 3,375,000 3,375,000 3,359,511 2.09 %
12,307,500 12,145,471 12,158,024 7.56 %
FST Holdings Parent, LLC High Tech Industries Equity - 625,548 Class A Units(17) 625,548 10,008,289 10,960,741 6.82 %
625,548 10,008,289 10,960,741 6.82 %
MB Precision Investment Holdings LLC Aerospace & Defense Senior Secured First Lien Term Loan(SOFR + CSA + 8.00 %, 4.00 % Floor)(20)(24)(27) 9/30/2028 6,843,380 6,696,228 6,398,561 3.98 %
Senior Secured Delayed Draw Term Loan(SOFR + CSA + 10.00%, 4.00 % Floor)(8)(20)(24)(27) 10/1/2028 505,470 468,621 490,306 0.30 %
Senior Secured First Lien Revolver(SOFR + CSA + 8.00 %, 4.00 % Floor)(8)(12)(20)(24)(27) 9/30/2028 2,112,671 2,077,048 1,975,347 1.23 %
Equity - Class E Preferred Units(21)(27) 4,106,076 3,167,157 2,725,408 1.70 %
Warrants - 2.28 % of Outstanding Equity(21) 3,380,282 827,409 673,018 0.42 %
16,947,879 13,236,463 12,262,640 7.63 %
Subtotal Affiliated Investments 29,880,927 $ 35,390,223 $ 35,381,405 22.01 %
Controlled Investments: (7)
ECC Capital Corp. Real Estate Equity - 84,000,000 Units(13)(21) 84,000,000 $ 4,257,002 $ 6,636,000 4.13 %
Senior Secured Promissory Note (SOFR + 5.00 %, 0.00 % Floor)(24) 12/31/2031 6,997,012 6,997,012 6,997,012 4.35 %
90,997,012 11,254,014 13,633,012 8.48 %
FlexFIN, LLC Services: Business Equity Interest 37,180,761 37,180,761 37,180,761 23.13 %
37,180,761 37,180,761 37,180,761 23.13 %
NSG Captive, Inc. Insurance Equity - 100,000 Units(9)(21) 100,000 49,255,076 48,469,540 30.15 %
100,000 49,255,076 48,469,540 30.15 %
NVTN LLC Hotel, Gaming & Leisure Senior Secured Revolving Note (SOFR + 7.00 %, 2.00 % Floor)(23) 12/31/2026 8,900,000 9,029,539 8,900,000 5.54 %
Senior Secured First Lien Term Loan B (AFR)(26) 12/31/2026 17,552,420 13,916,082 13,427,601 8.35 %
Senior Secured First Lien Term Loan C (SOFR + 12.00 % PIK, 2.00 % Floor)(10) 12/31/2026 11,506,159 7,570,055 - 0.00 %
Equity - 1,000 Class A Units(21) 1,000 21,450,924 - 0.00 %
37,959,579 51,966,600 22,327,601 13.89 %
Subtotal Controlled Investments 166,237,352 $ 149,656,451 $ 121,610,914 75.65 %
Total Investments, September 30, 2025 300,530,345 $ 324,389,165 $ 302,272,488 188.01 %
(1) Substantially all of our investments are domiciled in the United States. Certain investments also have international operations.
F- 9
(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 $(22,116,677).
The tax cost basis of investments is $323,885,351 as of September 30, 2025.
The amortized cost represents the original cost adjusted for the amortization or accretion of premium or discount, as applicable, on debt investments using the effective interest method.
(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 $160,774,300 as of September 30, 2025.
(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, 2025 (see Note 8), and fair value includes the value of any unfunded commitments. The negative cost, if applicable, is the result of the capitalized discount being greater than the principal amount outstanding on the loan. The negative fair value, if applicable, is the result of the capitalized discount on the loan.
(9) NSG Captive, Inc. owns 80% of National Security Group Holdings Inc.
(10) The investment was on non-accrual status as of September 30, 2025.
(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, 2025, non-qualifying assets represented 14.70% of total assets.
(12) This investment earns 0.50% commitment fee on all unused commitment as of September 30, 2025, 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 September 30, 2025 (see Note 4).
(14) This investment represents a Level 2 security in the ASC 820 table as of September 30, 2025 (see Note 4).
(15) The interest rate on this preferred equity is fixed-to-floating and shifted to 3 month SOFR plus a CSA of 0.262% plus a 4.743% spread on 9/30/2025.
(16) The interest rate on this preferred equity is fixed-to-floating and will shift to 3 month SOFR plus a CSA of 0.262% plus a 5.29% spread on 9/27/2027.
(17) The investment is held through PhenixFIN Investment Holdings FST, LLC.
(18) The interest rate on this preferred equity is fixed-to-floating and will shift to 3 month SOFR plus a CSA of 0.262% plus a 6.130% spread on 10/15/2026.
(19) The interest rate on this preferred equity is fixed-to-floating and will shift to a rate equal to the five-year US Treasury Rate plus a 6.278% spread on 4/15/2028
(20) Credit Spread Adjustment (“CSA”)
(21) Non-income producing security.
(22) The investment is valued using NAV as a practical expedient.
(23) The interest rate on these securities is subject to 1 month SOFR, which as of September 30, 2025 was 4.13%
(24) The interest rate on these securities is subject to 3 month SOFR, which as of September 30, 2025 was 3.98%.
(25) The interest rate on these securities is subject to 6 month SOFR, which as of September 30, 2025 was 3.85%.
(26) The interest rate on these securities is subject to the monthly Applicable Federal Rate, which as of September 30, 2025 was 3.93%.
(27) The investment includes an exit fee that is receivable upon repayment of the loan. See Note 2 “Significant Accounting Policies.”
(28) The interest rate on this preferred equity is 7.875%
(29) On November 1, 2025, the maturity date of this investment was extended to 11/1/2026.
The
accompanying notes are an integral part of these consolidated financial statements.
F- 10
PHENIXFIN
CORPORATION
Consolidated
Schedule of Investments
As
of September 30, 2024
Company (1) Industry Type of Investment Maturity Par Amount/
Shares/Units (2) Amortized
Cost (3) Fair
Value (4) % of Net
Assets (5)
Non-Controlled/Non-Affiliated Investments:
All Around Roustabout, LLC Energy: Oil & Gas Senior Secured First Lien Term Loan C 8/31/2026 $ 350,000 $ 196,411 $ 350,000 0.22 %
350,000 196,411 350,000 0.22 %
Altisource S.A.R.L.(11) Services: Business Senior Secured First Lien Term Loan B (SOFR + CSA + 5.00 %, 3.75 % PIK)(20)(24) 4/30/2025 14,004,684 11,029,605 9,565,199 5.97 %
Warrants(21) 5/22/2027 97,899 - 82,725 0.05 %
14,102,583 11,029,605 9,647,924 6.02 %
Arcline FM Holdings, LLC Aerospace & Defense First Lien Term Loans (SOFR + 4.50 %, 0.75 % Floor)(14)(25) 6/23/2028 2,658,987 2,571,184 2,660,649 1.66 %
2,658,987 2,571,184 2,660,649 1.66 %
Blufox Mobile Services Services: Consumer Senior Secured First Lien Term Loan (SOFR + 9.50 % + 4.00 % PIK Toggle, 4.00 % Floor)(23) 4/12/2028 7,111,139 7,047,816 7,111,139 4.44 %
7,111,139 7,047,816 7,111,139 4.44 %
Boostability Seotowncenter, Inc. Services: Business Equity - 833,152 Common Units(21) 833,152 66,475 - 0.00 %
833,152 66,475 - 0.00 %
CB&L Associates Holdco I, LLC(11) Real Estate First Lien Term Loan (SOFR + CSA+ 2.75 %, 1.00 % Floor)(14)(20)(23) 11/1/2025 5,384,063 4,541,408 5,034,099 3.14 %
5,384,063 4,541,408 5,034,099 3.14 %
Chimera Investment Corp.(11) Real Estate Equity - 137,310 Class C Preferred Units(13)(15) 137,310 3,343,083 3,110,072 1.94 %
Equity - 105,480 Class D Preferred Units(13)(24) 105,480 2,305,206 2,561,054 1.60 %
242,790 5,648,289 5,671,126 3.54 %
Copper Property CTL Pass Through Trust Real Estate Equity Certificates(13) 637,795 7,678,355 7,664,893 4.78 %
637,795 7,678,355 7,664,893 4.78 %
DirecTV Financing, LLC Media: Broadcasting & Subscription Senior Secured First Lien Term Loan (SOFR + CSA + 5.00 %, 0.75 % Floor)(14)(20)(23) 8/2/2027 3,639,523 3,641,793 3,639,523 2.27 %
Senior Secured First Lien Term Loan (SOFR + CSA + 5.25 %, 0.75 % Floor)(14)(20)(23) 8/2/2029 932,500 921,969 916,764 0.57 %
4,572,023 4,563,762 4,556,287 2.84 %
Epic Y-Grade Services, LP Energy: Oil & Gas First Lien Term Loan (SOFR + 5.75 %, 0.00 % Floor)(14)(23) 6/30/2029 4,000,000 3,906,938 3,982,500 2.48 %
4,000,000 3,906,938 3,982,500 2.48 %
First Brands Group, LLC Automotive Senior Secured First Lien Term Loan (SOFR + CSA + 5.00 %, 1.00 % Floor)(14)(20)(24) 3/30/2027 3,879,397 3,879,397 3,830,905 2.39 %
3,879,397 3,879,397 3,830,905 2.39 %
Franklin BSP Realty Trust, Inc.(11) Real Estate Equity - 66,107 Common Units(13) 66,107 907,782 863,357 0.54 %
66,107 907,782 863,357 0.54 %
Global Accessories Group, LLC Consumer goods: Non-durable Equity - 3.8 % Membership Interest(21) 380 151,337 - 0.00 %
380 151,337 - 0.00 %
Innovate Corp.(11) Construction & Building 8.50 % Senior Secured Notes(14) 2/1/2026 4,250,000 3,714,663 3,392,031 2.12 %
4,250,000 3,714,663 3,392,031 2.12 %
Invesco Mortgage Capital, Inc.(11) Real Estate Equity - 192,300 Class C Preferred Units(13)(16) 192,300 4,725,994 4,624,815 2.88 %
192,300 4,725,994 4,624,815 2.88 %
NGS-WCS Group Holdings Construction & Building Senior Secured First Lien Term Loan B (SOFR + 4.75 %, 0.50 % Floor)(23) 5/31/2030 997,500 992,748 1,002,488 0.63 %
JFL-NGS-WCS Partners, LLC Construction & Building Equity - 10,000,000 Units(21) 10,000,000 10,000,000 12,700,000 7.92 %
10,997,500 10,992,748 13,702,488 8.55 %
Kemmerer Operations, LLC Metals & Mining Senior Secured First Lien Term Loan (SOFR + 5.00 %, 0.00 % Floor)(24) 12/31/2028 12,161,321 12,161,321 12,161,321 7.59 %
12,161,321 12,161,321 12,161,321 7.59 %
Lighting Science Group Corporation Containers, Packaging & Glass Warrants - 0.62 % of Outstanding Equity(21) 5,000,000 955,680 - 0.00 %
5,000,000 955,680 - 0.00 %
The
accompanying notes are an integral part of these consolidated financial statements.
F- 11
PHENIXFIN
CORPORATION
Consolidated
Schedule of Investments (continued)
As
of September 30, 2024
Company (1) Industry Type of Investment Maturity Par Amount/
Shares/Units (2) Amortized
Cost (3) Fair
Value (4) % of Net
Assets (5)
Lucky Bucks, LLC Consumer Discretionary Priority Second Out Term Loan(SOFR + CSA + 7.50 %, 1.00 % Floor)(20)(23) 10/2/2029 $ 1,351,031 $ 1,324,010 $ 1,351,031 0.84 %
Priority First Out Exit Term Loan(SOFR + CSA + 7.50 %, 1.00 % Floor)(20)(23) 10/2/2028 684,370 621,820 684,370 0.43 %
LB NewHoldCo, LLC Equity - 180,739 Membership Units(21) 180,739 174,393 1,420,305 0.89 %
2,216,140 2,120,223 3,455,706 2.16 %
McKissock Investment Holdings, LLC (dba Colibri) Services: Consumer Senior Secured First Lien Term Loan (SOFR + CSA + 5.00 %, 0.75 % Floor)(14)(20)(24) 3/10/2029 4,874,543 4,840,100 4,868,450 3.04 %
4,874,543 4,840,100 4,868,450 3.04 %
MFA Financial, Inc.(11) Real Estate Equity - 97,426 Class C Preferred Units(13)(19) 97,426 2,318,487 2,308,996 1.44 %
97,426 2,318,487 2,308,996 1.44 %
Neptune Bidco US, Inc. (dba Nielsen) Media: Broadcasting & Subscription First Lien Term Loan (SOFR + CSA + 5.00 %, 0.50 % Floor)(14)(20)(24) 4/11/2029 1,994,949 1,885,227 1,865,278 1.16 %
1,994,949 1,885,227 1,865,278 1.16 %
New York Mortgage Trust, Inc.(11) Real Estate Equity - 165,000 Class E Preferred Units(13)(18) 165,000 4,102,076 4,039,200 2.52 %
165,000 4,102,076 4,039,200 2.52 %
PHH Mortgage Corp. Real Estate 7.875 % Senior Secured Note(14) 3/15/2026 7,686,000 6,990,720 7,661,981 4.78 %
7,686,000 6,990,720 7,661,981 4.78 %
Point.360 Services: Business Senior Secured First Lien Term Loan (LIBOR + 6.00 % PIK)(10)(21) 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 (SOFR + CSA + 4.75 %, 0.50 % Floor)(14)(20)(24) 1/26/2029 8,838,431 8,289,487 8,484,894 5.29 %
8,838,431 8,289,487 8,484,894 5.29 %
Secure Acquisition Inc. (dba Paragon Films) Packaging Senior Secured First Lien Term Loan (SOFR + 4.25 %, 0.50 % Floor)(14)(24) 12/16/2028 3,509,670 3,499,674 3,505,283 2.19 %
3,509,670 3,499,674 3,505,283 2.19 %
SS Acquisition, LLC (dba Soccer Shots Franchising) Services: Consumer Senior Secured First Lien Term Loan (SOFR + CSA + 6.50 %, 1.00 % Floor)(20)(23) 12/30/2026 6,666,667 6,612,831 6,666,667 4.16 %
Senior Secured First Lien Delayed Draw Term Loan (SOFR + CSA + 6.50 %, 1.00 % Floor)(20)(23) 12/30/2026 3,200,000 3,171,118 3,200,000 2.00 %
9,866,667 9,783,949 9,866,667 6.16 %
Stancor (dba Industrial Flow Solutions Holdings, LLC) Services: Business Equity - 358,867 Class A Units(21) 358,867 345,491 375,105 0.23 %
358,867 345,491 375,105 0.23 %
Staples, Inc. Services: Consumer First Lien Term Loan (SOFR + 5.75 %, 0.50 % Floor)(14)(24) 9/1/2029 4,000,000 3,845,748 3,632,500 2.27 %
4,000,000 3,845,748 3,632,500 2.27 %
Tamarix Capital Partners II, L.P.(11) Banking Fund Investment(8)(21) N/A 1,746,049 1,524,911 0.96 %
- 1,746,049 1,524,911 0.96 %
Thryv Holdings, Inc.(11) Media: Broadcasting & Subscription Senior Secured First Lien Term Loan (SOFR + 6.75 %, 1.00 % Floor)(14)(23) 5/1/2029 2,550,000 2,526,140 2,581,875 1.61 %
2,550,000 2,526,140 2,581,875 1.61 %
Velocity Pooling Vehicle, LLC Automotive Equity - 5,441 Class A Units(21) 5,441 302,464 - 0.00 %
Warrants - 0.65 % of Outstanding Equity(21) 3/30/2028 6,506 361,667 - 0.00 %
11,947 664,131 - 0.00 %
Wingman Holdings, Inc. Aerospace & Defense Equity - 350 Common Shares(21) 350 700,000 166,795 0.10 %
350 700,000 166,795 0.10 %
XYZ Roofco, LLC (dba SMC Roofing Solutions LLC) Services: Consumer First Out Term Loan (SOFR + CSA + 3.50 %, 2.00 % Floor)(24) 10/16/2028 646,390 650,342 641,542 0.40 %
First Out Delayed Draw Term Loan (SOFR + CSA + 3.50 %, 2.00 % Floor)(8)(24) 10/16/2028 32,366 33,259 32,123 0.02 %
Last Out Term Loan (SOFR + CSA + 11.75 %, 2.00 % Floor)(24) 10/16/2028 1,863,568 1,853,360 1,830,956 1.14 %
Last Out Delayed Draw Term Loan (SOFR + CSA + 11.75 %, 2.00 % Floor)(8)(24) 10/16/2028 140,082 142,014 137,630 0.09 %
2,682,406 2,678,975 2,642,251 1.65 %
Subtotal Non-Controlled/Non-Affiliated Investments 128,069,299 $ 143,179,354 $ 142,233,426 88.75 %
The
accompanying notes are an integral part of these consolidated financial statements.
F- 12
PHENIXFIN
CORPORATION
Consolidated
Schedule of Investments (continued)
As
of September 30, 2024
Company (1) Industry Type of Investment Maturity Par Amount/
Shares/Units (2) Amortized Cost (3) Fair Value (4) % of Net
Assets (5)
Affiliated Investments: (6)
Black Angus Steakhouses, LLC Hotel, Gaming & Leisure Senior Secured First Lien Delayed Draw Term Loan (SOFR + CSA + 9.00 % PIK, 1.00 % Floor)(10)(20)(23) 1/31/2025 1,013,584 875,749 751,207 0.47 %
Senior Secured First Lien Term Loan (SOFR + CSA + 9.00 % PIK, 1.00 % Floor)(10)(20)(23) 1/31/2025 15,090,314 7,767,533 - 0.00 %
Senior Secured First Lien Super Priority Delayed Draw Term Loan (SOFR + CSA + 9.00 % PIK, 1.00 % Floor)(10)(20)(23) 1/31/2025 2,223,303 1,920,960 1,647,776 1.03 %
Equity - 17.92 % Membership Interest(21) - - - 0.00 %
18,327,201 10,564,242 2,398,983 1.50 %
FST Holdings Parent, LLC High Tech Industries Equity - 625,548 Class A Units(17) 625,548 10,000,000 12,351,802 7.71 %
625,548 10,000,000 12,351,802 7.71 %
Subtotal Affiliated Investments 18,952,749 $ 20,564,242 $ 14,750,785 9.21 %
Controlled Investments: (7)
ECC Capital Corp. Real Estate Equity - 84,000,000 Units(13)(21) 84,000,000 4,257,002 4,872,000 3.04 %
Senior Secured Promissory Note (SOFR + 5.00 %, 0.00 % Floor)(24) 12/31/2031 7,422,012 7,422,012 7,422,012 4.65 %
91,422,012 11,679,014 12,294,012 7.67 %
FlexFIN, LLC Services: Business Equity Interest 36,683,045 $ 36,683,045 $ 36,683,045 22.88 %
36,683,045 36,683,045 36,683,045 22.88 %
NSG Captive, Inc. Insurance Equity - 100,000 Units(21) 100,000 101,000 101,000 0.06 %
100,000 101,000 101,000 0.06 %
NVTN LLC Hotel, Gaming & Leisure Senior Secured Revolving Note (SOFR + 7.00 %, 2.00 % Floor)(23) 12/31/2026 5,500,000 5,616,309 5,500,000 3.43 %
Senior Secured First Lien Term Loan B (AFR, 2.00 % Floor)(26) 12/31/2026 17,552,420 13,916,082 16,353,590 10.20 %
Senior Secured First Lien Term Loan C (SOFR + 12.00 % PIK, 2.00 % Floor)(10) 12/31/2026 11,506,159 7,570,055 - 0.00 %
Equity - 1,000 Class A Units 1,000 21,450,924 - 0.00 %
34,559,579 48,553,370 21,853,590 13.63 %
Subtotal Control Investments 162,764,636 $ 97,016,429 $ 70,931,647 44.24 %
Total Investments, September 30, 2024 309,786,684 $ 260,760,025 $ 227,915,858 142.20 %
(1) Substantially 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.
F- 13
(3) Net unrealized depreciation for U.S. federal income tax purposes totaled $(31,349,330).
The tax cost basis of investments is $259,682,623 as of September 30, 2024.
The amortized cost represents the original cost adjusted for the amortization or accretion of premium or discount, as applicable, on debt investments using the effective interest method.
(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 $160,307,773 as of September 30, 2024.
(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, 2024 (see Note 8), and fair value includes the value of any unfunded commitments. The negative cost, if applicable, is the result of the capitalized discount being greater than the principal amount outstanding on the loan. The negative fair value, if applicable, is the result of the capitalized discount on the loan.
(9) Not in use.
(10) The investment was on non-accrual status as of September 30, 2024.
(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, 2024, non-qualifying assets represented 13.1% of total assets.
(12) This investment earns 0.50% commitment fee on all unused commitment as of September 30, 2024, 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 September 30, 2024 (see Note 4).
(14) This investment represents a Level 2 security in the ASC 820 table as of September 30, 2024 (see Note 4).
(15) The interest rate on this preferred equity is fixed-to-floating and will shift to 3 month SOFR plus a CSA of 0.262% plus a 4.743% spread on 9/30/2025.
(16) The interest rate on this preferred equity is fixed-to-floating and will shift to 3 month SOFR plus a CSA of 0.262% plus a 5.29% spread on 9/27/2027.
(17) The investment is held through PhenixFIN Investment Holdings FST, LLC.
(18) The interest rate on this preferred equity is fixed-to-floating and will shift to 3 month SOFR plus a CSA of 0.262% 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”)
(21) Non-income producing security.
(22) Not in use.
(23) The interest rate on these loans is subject to 1 month SOFR, which as of September 30, 2024 was 4.85%
(24) The interest rate on these loans is subject to 3 month SOFR, which as of September 30, 2024 was 4.59%.
(25) The interest rate on these loans is subject to 6 month SOFR, which as of September 30, 2024 was 4.25%.
(26) The interest rate on these loans is subject to the monthly Applicable Federal Rate, which as of September 30, 2024 was 4.48%.
The
accompanying notes are an integral part of these consolidated financial statements.
F- 14
PHENIXFIN
CORPORATION
Notes
to Consolidated Financial Statements
September
30, 2025
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”). Through December 31, 2020, we were an externally managed company.
Since January 1, 2021, we have operated under our present 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 (gems) lending business and overseeing an insurance 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.”
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 SLF Funding I LLC, PhenixFIN Investment Holdings, LLC, PhenixFIN Investment Holdings Omnivere, LLC, PhenixFIN Investment
Holdings AAR, LLC, and PhenixFIN Investment Holdings Amvestar, LLC. 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.
F- 15
Note 2.
Significant Accounting Policies (continued)
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 September 30, 2025 and 2024, we had $ 7.3 million
and $ 67.6 million in cash and cash equivalents, respectively, none of which is restricted.
Debt
Issuance Costs and Deferred Financing Costs
Debt
issuance costs, incurred in connection with unsecured notes (see Note 5), are deferred and amortized over the life of the respective
instrument. Deferred financing costs related to the issuance of revolving debt obligations (see Note 5) are deferred and amortized over
the life of the respective obligation. Debt issuance costs related to any unsecured notes are presented net against the outstanding debt
balance on the Consolidated Statements of Assets and Liabilities. Deferred financing costs related to any credit facilities are presented
on the Consolidated Statements of Assets and Liabilities.
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 premium and accretion of discount, is recorded on an accrual basis. Discounts and premiums to par
value on investments purchased are accreted and amortized into interest income over the life of the respective investment. Loan origination
fees, original issue discount (“OID”) and market discounts or premiums are capitalized and amortized into interest income
using the effective interest method or straight-line method, as applicable.
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 years ended September 30, 2025, 2024 and 2023, the Company earned
approximately $ 1.4 million, $ 1.2 million, $ 1.5 million in PIK interest, respectively.
F- 16
Note 2.
Significant Accounting Policies (continued)
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. Other income includes fees for providing managerial assistance to our portfolio
companies and is recognized as revenue when earned. For the years ended September 30, 2025, 2024 and 2023, fee income was approximately
$ 1.0 million, $ 0.5 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 using the specific identification method, without
regard to unrealized gains or losses previously recognized. Realized gains relating to restructuring transactions that occurred
during the year ended September 30, 2025 and 2024 were $ 0.3 million and $ 6.9 million. No realized gains or losses relating to restructuring
transactions occurred during the year ended September 30, 2023. The Company reports changes in fair value of investments as 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 September 30,
2025, a certain investment in one portfolio company held by the Company was on non-accrual status with a combined fair value of approximately
$0.0 million, or 0.0 % of the fair value of our portfolio, and a cost of $ 7.6 million. 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, and a cost of $20. 2 million.
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 a market participant 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.
F- 17
Note
2. Significant Accounting Policies (continued)
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.
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 are 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. 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.
F- 18
Note
2. Significant Accounting Policies (continued)
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 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 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.
●
The Valuation Designee’s
report is then presented to the Board of Directors and the Audit Committee.
F- 19
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 pandemics, wars, tariffs,
or other events 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
The
Company considers the applicability and impact of all accounting standard updates (“ASU”) FASB. ASUs not listed were assessed
by the Company and either determined to be not applicable or expected to have minimal impact on its Consolidated Financial Statements.
In
November 2023, the FASB issued ASU 2023-07, “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures (“ASU
2023-07”),” which enhances disclosure requirements about significant segment expenses that are regularly provided to the
chief operating decision maker (the “CODM”). ASU 2023-07, among other things, (i) requires a single segment public entity
to provide all of the disclosures as required by Topic 280, (ii) requires a public entity to disclose the title and position of the CODM
and an explanation of how the CODM uses the reported measure(s) of segment profit or loss in assessing segment performance and deciding
how to allocate resources and (iii) provides the ability for a public entity to elect more than one performance measure. ASU 2023-07
is effective for the fiscal years beginning after September 30, 2024, and interim periods beginning after September 30, 2025 for the
Company. Early adoption is permitted and retrospective adoption is required for all prior periods presented. The Company adopted the
guidance during the year ended September 30, 2025 and its adoption did not have a material impact on the Company’s financial statements.
See “Note 15 – Segment Reporting” for more information.
In
December 2023, the FASB issued ASU No. 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures (“ASU 2023-09”),”
which intends to improve the transparency of income tax disclosures. ASU 2023-09 is effective for fiscal years beginning after December
15, 2024 and is to be adopted on a prospective basis with the option to apply retrospectively. The Company is currently assessing the
impact of this guidance, however, the Company does not expect a material impact to its Consolidated Financial Statements.
In
November 2024, the FASB issued ASU 2024-03, “Income Statement—Reporting Comprehensive Income—Expense Disaggregation
Disclosures (“ASU 2024-03”)”, which requires disaggregated disclosure of certain costs and expenses, including purchases
of inventory, employee compensation, depreciation, amortization and depletion for oil and gas companies, within relevant income statement
captions. ASU 2024-03 is effective for fiscal years beginning after December 15, 2026, and interim periods beginning after December 15,
2027, as clarified by ASU 2025-01, which was released by the FASB in January 2025. Early adoption and retrospective application is permitted.
The Company is currently assessing the impact of this guidance, however, the Company does not expect a material impact on its consolidated
financial statements.
Other
than the aforementioned guidance, the Company’s management does not believe that any recently issued, but not yet effective, accounting
standards, if currently adopted, would have a material effect on the accompanying Consolidated Financial Statements.
F- 20
Note 2.
Significant Accounting Policies (continued)
Federal
Income Taxes
The
Company has elected, and intends to continue 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 for the calendar year ended 2024 accrued at September 30, 2025, for the
calendar year ended 2023 accrued at September 30, 2024 and the calendar year ended 2022 accrued at September 30, 2023. 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.
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 September 30, 2025 and September 30, 2024, the Company recorded a net deferred
tax asset of $ 1,234,847 and $ 887,099 , respectively, 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 years ended September 30, 2025 and 2024, the Company recorded a change in provision for deferred taxes of $ 210,210
and $ 887,099 , respectively, on the unrealized (appreciation)/depreciation on investments. For the year ended September 30, 2023, the
Company did not record a change in provision for deferred taxes on the unrealized (appreciation)/depreciation on investments.
As
of September 30, 2025 and 2024, the Company had a deferred tax asset of $14.4 million and $ 20.9 million, respectively, consisting primarily
of net operating losses and net unrealized losses on the investments held within its Taxable Subsidiaries. As of September 30, 2025 and
2024, the Company has booked a valuation allowance of $13.2 million and $ 20.0 million, respectively, against its deferred tax asset.
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.
F- 21
Note 2.
Significant Accounting Policies (continued)
Permanent
differences between ICTI and net investment income for financial reporting purposes are reclassified among capital accounts in the financial
statements to reflect their tax character. Differences in classification may also result from the treatment of short-term gains as ordinary
income for tax purposes. During the years ended September 30, 2025, 2024 and 2023, the Company reclassified for book purposes amounts
arising from permanent book/tax differences related to the different tax treatment of net operating losses and investments in wholly-owned
subsidiaries as follows:
For
the Years Ended September 30
2025
2024
2023
Capital in excess of par value
$ 531,749
$ 12,468,254
$ 20,468,622
Accumulated undistributed net investment income/(loss)
( 531,749 )
( 12,468,254 )
( 20,468,622 )
Accumulated net realized gain/(loss) from investments
-
-
For
income tax purposes, distributions paid to stockholders are reported as ordinary income, return of capital, long term capital gains or
a combination thereof. The tax character of distributions paid for the years ended September 30, 2025, 2024 and 2023 were as follows:
For
the Years Ended September 30
2025
2024
2023
Ordinary income
$ 2,888,283
$ 2,645,925
$ -
Distributions of long term capital gains
-
-
-
Return of capital
-
-
-
Distributions on a tax
basis
$ 2,888,283
$ 2,645,925
$ -
For
federal income tax purposes, the cost of investments owned at September 30, 2025, 2024 and 2023 were approximately $323.9 million, $ 259.6
million and $ 264.1 million, respectively.
At
September 30, 2025, 2024 and 2023, the components of distributable earnings/(accumulated deficits) on a tax basis detailed below differ
from the amounts reflected in the Company’s Consolidated Statements of Assets and Liabilities by temporary and other book/tax differences,
primarily relating to the tax treatment of certain fee income and organizational expenses, as follows:
For
the Years Ended September 30
2025
2024
2023
Undistributed ordinary income
$ 246,251
$ 1,918,290
$ 2,389,267
Accumulated capital and other
losses (1)
( 523,575,571 )
( 515,131,566 )
( 512,809,528 )
Other temporary differences
( 23,477 )
( 41,229 )
( 57,438 )
Unrealized appreciation/(depreciation)
( 20,515,555 )
( 31,349,330 )
( 37,631,079 )
Components of distributable
earnings/(accumulated deficits) at year end
$ ( 543,868,352 )
( 544,603,835 )
$ ( 548,108,778 )
(1) Under the Regulated Investment Company Modernization Act of 2010, net capital losses recognized for tax years beginning after December 22, 2010, may be carried forward indefinitely, and their character is retained as short-term or long-term losses. As of September 30, 2025, the Company had a long-term capital loss carryforward available to offset future realized capital gains of $ 521,474,790 and a short-term capital loss carryforward of $ 2,100,781 . Net capital losses incurred after October 31 (post-October losses) and net investment losses incurred after December 31 (late-year losses), and within the taxable year, may be elected to be deferred to the first business day of the Fund’s next taxable year. As of the most recent fiscal period ended September 30, 2025, the Fund did not elect to defer any late year losses.
F- 22
Note
2. Significant Accounting Policies (continued)
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 September 30, 2025. 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.
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.
Note
3. Investments
The
composition of our investments as of September 30, 2025 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
$ 125,373
38.6 %
$ 116,567
38.6 %
Senior Secured Notes
17,039
5.3
17,457
5.8
Fund Investment
2,194
0.7
2,227
0.7
Equity/Warrants
179,783
55.4
166,021
54.9
Total
Investments
$ 324,389
100.0 %
$ 302,272
100.0 %
F- 23
Note
3. Investments (continued)
The
composition of our investments as of September 30, 2024 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
$ 129,957
49.8 %
$ 113,990
50.0 %
Senior Secured Notes
18,127
7.0
18,476
8.1
Fund Investment
1,746
0.7
1,525
0.7
Equity/Warrants
110,930
42.5
93,925
41.2
Total
Investments
$ 260,760
100.0 %
$ 227,916
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 September 30, 2025 and 2024, the total fair value of warrants
was $ 815.5 thousand and $ 82.7 thousand, respectively, and were included in investments at fair value on the Consolidated Statements of
Assets and Liabilities. During the year ended September 30, 2025, the Company acquired two additional warrants in existing portfolio
companies. During the year ended September 30, 2024, the Company did not acquire any additional warrants in an existing portfolio company.
Total
change in unrealized depreciation related to warrants for the years ended September 30, 2025, 2024 and 2023 was $ 46.5 thousand, $ 123.7
thousand and $ 143.9 thousand, respectively, and was recorded on the Consolidated Statements of Operations as net change in unrealized
appreciation/(depreciation) on investments. 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 September 30, 2025 (dollars in thousands):
Fair
Value
Percentage
Services: Business
$ 56,249
18.6 %
Insurance
48,470
16.0
Real Estate
47,632
15.8
Services: Consumer
38,418
12.7
Aerospace & Defense
25,881
8.6
Hotel, Gaming & Leisure
22,328
7.4
Construction & Building
18,131
6.0
High Tech Industries
16,961
5.6
Metals & Mining
8,763
2.9
Automotive
7,860
2.6
Media: Broadcasting & Subscription
4,850
1.6
Consumer Discretionary
4,502
1.5
Banking
2,227
0.7
Total
$ 302,272
100.0 %
F- 24
Note 3.
Investments (continued)
The
following table shows the portfolio composition by industry grouping at fair value at September 30, 2024 (dollars in thousands):
Fair
Value
Percentage
Real Estate
$ 50,162
22.0 %
Services: Business
46,706
20.5
Services: Consumer
28,121
12.3
Hotel, Gaming & Leisure
24,253
10.6
Construction & Building
17,095
7.5
High Tech Industries
12,352
5.5
Automotive
12,316
5.4
Metals & Mining
12,161
5.3
Media: Broadcasting & Subscription
9,003
4.0
Energy: Oil & Gas
4,333
1.9
Packaging
3,505
1.5
Consumer Discretionary
3,456
1.5
Aerospace & Defense
2,827
1.2
Banking
1,525
0.7
Insurance
101
0.1
Total
$ 227,916
100.0 %
The
Company invests in portfolio companies principally located in the United States. 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 September 30, 2025 (dollars in thousands):
Fair
Value
Percentage
Northeast
$ 114,610
37.9 %
Southeast
106,037
35.1
West
31,549
10.4
Midwest
19,272
6.4
Southwest
15,645
5.2
Mid-Atlantic
314
0.1
International
14,845
4.9
Total
$ 302,272
100.0 %
F- 25
Note 3.
Investments (continued)
The
following table shows the portfolio composition by geographic location at fair value at September 30, 2024 (dollars in thousands):
Fair
Value
Percentage
Northeast
$ 87,269
38.3 %
Southeast
61,276
26.9
Midwest
34,648
15.2
West
31,951
14.0
Southwest
2,749
1.2
Mid-Atlantic
375
0.2
International
9,648
4.2
Total
$ 227,916
100.0 %
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 years ended September 30, 2025 and 2024 were as follows:
Name
of Investment (1)(2)
Type
of Investment
Fair
Value at September 30,
2024
Purchases/(Sales)
of or
Advances/
(Distributions)
Transfers
In/(Out)
of Affiliates
Unrealized
Gain/(Loss)
Realized
Gain/(Loss)
Fair
Value at
September 30,
2025
Earned
Income
Fee/Other
Income
Affiliated
Investments
Advocates
for Disabled Vets, LLC (dba Reps for Vets)
Senior
Secured First Lien Term Loan
$ -
$ 8,769,172
$ -
$ 28,042
$ 1,299
$ 8,798,513
$ 614,409
$ -
Equity
-
3,375,000
-
( 15,489 )
-
3,359,511
-
-
Black
Angus Steakhouses, LLC
Senior
Secured First Lien Delayed Draw Term Loan
751,207
( 243,889 )
-
124,542
( 631,860 )
-
-
-
Senior
Secured First Lien Term Loan
-
-
-
7,767,533
( 7,767,533 )
-
-
-
Senior
Secured First Lien Super Priority DDTL
1,647,776
-
-
273,184
( 1,920,960 )
-
-
-
FST
Holdings Parent, LLC
Equity
12,351,802
8,289
-
( 1,399,350 )
-
10,960,741
254,231
-
MB
Precision Investment Holdings LLC
Senior
Secured First Lien Term Loan
-
6,694,041
-
( 297,667 )
2,187
6,398,561
-
-
Senior
Secured Delayed Draw Term Loan
-
468,621
-
21,685
-
490,306
-
-
Senior
Secured First Lien Revolver
-
2,077,048
-
( 101,701 )
-
1,975,347
-
-
Equity
-
3,167,157
-
( 441,749 )
-
2,725,408
-
-
Warrants
-
827,409
-
( 154,391 )
-
673,018
-
-
Total
Affiliated Investments
$ 14,750,785
$ 25,142,848
$ -
$ 5,804,639
$ ( 10,316,867 )
$ 35,381,405
$ 868,640
$ -
Name
of Investment (1)(2)
Type
of Investment
Fair
Value at September 30,
2024
Purchases/(Sales)
of or
Advances/
(Distributions)
Transfers
In/(Out)
of Controlled
Unrealized
Gain/(Loss)
Realized
Gain/(Loss)
Fair
Value at
September 30,
2025
Earned
Income
Fee/Other
Income
Controlled
Investments
ECC
Capital Corp.
Senior
Secured First Lien Term Loan
$ 7,422,012
$ ( 425,000 )
$ -
$ -
$ -
$ 6,997,012
$ 716,278
$ -
Equity
4,872,000
-
-
1,764,000
-
6,636,000
-
197,201
FlexFIN,
LLC
Equity
Interest
36,683,046
497,716
-
-
-
37,180,762
5,024,928
-
NSG
Captive, Inc.
Equity
101,000
49,154,076
-
( 785,536 )
-
48,469,540
-
522,487
NVTN
LLC
Senior
Secured First Lien Delayed Draw Term Loan
5,500,000
3,400,000
-
( 13,230 )
13,230
8,900,000
922,828
-
Senior
Secured First Lien Term Loan B
16,353,589
-
-
( 2,925,989 )
-
13,427,600
813,121
-
Total
Controlled Investments
$ 70,931,647
$ 52,626,792
$ -
$ ( 1,960,755 )
$ 13,230
$ 121,610,914
$ 7,477,155
$ 719,688
F- 26
Note 3.
Investments (continued)
Name
of Investment (1)(2)
Type
of Investment
Fair
Value at September 30,
2023
Purchases/(Sales)
of or
Advances/
(Distributions)
Transfers
In/(Out)
of Affiliates
Unrealized
Gain/(Loss)
Realized
Gain/(Loss)
Fair
Value at
September 30,
2024
Earned
Income
Affiliated Investments
1888
Industrial Services, LLC
Senior
Secured First Lien Term Loan C
$ 751,479
$ ( 1,096,561 )
$ ( 196,411 )
$ 439,778
$ 101,715
$ -
$ 123,326
Senior
Secured First Lien Term Loan A
-
-
-
9,473,068
( 9,473,068 )
-
-
Revolving
Credit Facility
4,632,177
( 5,112,074 )
-
-
479,897
-
158,704
Black
Angus Steakhouses, LLC
Senior
Secured First Lien Delayed Draw Term Loan
875,749
-
-
( 124,542 )
-
751,207
-
Senior
Secured First Lien Term Loan
1,459,249
-
-
( 1,459,249 )
-
-
-
Senior
Secured First Lien Super Priority DDTL
1,920,960
-
-
( 273,184 )
-
1,647,776
-
FST
Holdings Parent, LLC
Equity
10,000,003
-
-
2,351,799
-
12,351,802
199,388
Maritime
Wireless Holdings LLC
Senior
Secured First Lien Term Loan B
7,500,000
( 7,373,166 )
-
( 126,834 )
-
-
535,857
Equity
10,150,000
( 11,900,000 )
-
( 5,150,000 )
6,900,000
-
-
Total
Affiliated Investments
$ 37,289,617
$ ( 25,481,801 )
$ ( 196,411 )
$ 5,130,836
$ ( 1,991,456 )
$ 14,750,785
$ 1,017,275
Name
of Investment (1)(2)
Type
of Investment
Fair
Value at September 30,
2023
Purchases/(Sales)
of or
Advances/
(Distributions)
Transfers
In/(Out)
of Controlled
Unrealized
Gain/(Loss)
Realized
Gain/(Loss)
Fair
Value at
September 30,
2024
Earned
Income
Controlled Investments
ECC
Capital Corp.
Senior Secured
Promissory Note
$ -
$ 7,422,012
$ -
$ -
-
$ 7,422,012
$ 962,959
Equity
-
4,257,002
-
614,998
-
4,872,000
33,280
FlexFIN,
LLC
Equity Interest
38,870,711
( 2,187,665 )
-
-
-
36,683,046
3,972,352
Kemmerer
Operations, LLC
Senior Secured First Lien
Term Loan
3,383,877
5,769,816
( 9,153,693 )
-
-
-
268,831
Equity
9,133,052
( 10,378,988 )
-
( 7,296,895 )
8,542,831
-
-
NSG
Captive, Inc.
Equity
-
101,000
-
-
-
101,000
-
NVTN
LLC
Senior Secured First Lien
Delayed Draw Term Loan
7,214,856
( 1,693,577 )
-
( 21,279 )
-
5,500,000
1,035,741
Senior Secured First Lien
Term Loan B
5,037,547
-
-
11,316,042
-
16,353,589
423,013
Equity
-
11,900,000
-
( 11,900,000 )
-
-
-
Total
Controlled Investments
$ 63,640,043
$ 15,189,600
$ ( 9,153,693 )
$ ( 7,287,134 )
$ 8,542,831
$ 70,931,647
$ 6,696,176
(1) The par amount and additional detail are shown in the Consolidated Schedules 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.
F- 27
Note 3.
Investments (continued)
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 years ended
September 30, 2025, 2024 and 2023. Transfers in/(out) of Affiliated Investments and Controlled Investments represent the fair value for
the quarter 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 years
ended September 30, 2025, 2024 and 2023.
Unconsolidated
Significant Subsidiaries
In accordance with the SEC’s Regulation
S-X and GAAP, the Company evaluated and determined that it had three unconsolidated subsidiaries, FlexFIN, LLC, NSG Captive Inc., and
NVTN LLC, that are deemed to be a “significant subsidiary” as of September 30, 2025. For the year ended September 30, 2024,
the Company evaluated and determined that it had one unconsolidated subsidiary, FlexFIN, LLC, that is deemed to be a “significant
subsidiary.” In accordance with Rule 3-09, separate audited financial statements of FlexFIN, LLC for the year ended September 30,
2025 are being filed herewith as Exhibit 99.2. In accordance with Rule 4-08(g), summarized financial information for September 30, 2025
is presented below for NSG Captive Inc. and NVTN LLC.
Balance Sheet
September 30,
2025
Total Assets
$ 335,887
Total Liabilities
293,589
Income Statement
For the
Year Ended
September 30,
2025
Total Income
$ 68,791
Total Expenses
71,448
Net Income
$ ( 2,656 )
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 quoted prices in markets that are not active or for which all significant inputs are observable, either directly or indirectly.
●
Level 3 - Valuations based
on inputs that are unobservable and significant to the overall fair value measurement.
F- 28
Note 4.
Fair Value Measurements (continued)
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.
The
following table presents the fair value measurements of our investments, by major class according to the fair value hierarchy, as of
September 30, 2025 (dollars in thousands):
Fair
Value Hierarchy as of September 30, 2025
Investments:
Level
1
Level
2
Level
3
Total
Senior Secured First Lien Term
Loans
$ -
$ 27,586
$ 88,981
$ 116,567
Senior Secured Notes
-
10,460
6,997
17,457
Equity/Warrants
37,812
-
128,209
166,021
Total
$ 37,812
$ 38,046
$ 224,187
$ 300,045
Investments
measured at net asset value (1)
2,227
Total Investments, at
fair value
$ 302,272
(1) Certain investments that are measured at fair value using NAV have not been categorized in the fair value hierarchy. The fair value amounts presented in the table are intended to permit reconciliation of the fair value hierarchy to the amount presented in the Consolidated Statements of Assets and Liabilities.
The
following table presents the fair value measurements of our investments, by major class according to the fair value hierarchy, as of
September 30, 2024 (dollars in thousands):
Fair
Value Hierarchy as of September 30, 2024
Investments:
Level
1
Level
2
Level
3
Total
Senior Secured First Lien Term
Loans
$ -
$ 45,003
$ 68,987
$ 113,990
Senior Secured Notes
-
11,054
7,422
18,476
Equity/Warrants
30,044
-
63,881
93,925
Total
$ 30,044
$ 56,057
$ 140,290
$ 226,391
Investments
measured at net asset value (1)
1,525
Total Investments, at
fair value
$ 227,916
(1) Certain
investments that are measured at fair value using NAV have not been categorized in the fair
value hierarchy. The fair value amounts presented in the table are intended to permit reconciliation
of the fair value hierarchy to the amount presented in the Consolidated Statements of Assets
and Liabilities.
The
following table provides a reconciliation of the beginning and ending balances for investments that use Level 3 inputs for the year ended
September 30, 2025 (dollars in thousands):
Senior
Secured
First Lien
Term Loans
Senior
Secured
Notes
Equities/
Warrants
Total
Balance as of September 30, 2024
$ 68,987
$ 7,422
$ 63,881
$ 140,290
Purchases and other adjustments to cost
68,553
-
84,494
153,047
Sales (including repayments or maturities)
( 36,901 )
( 425 )
( 15,764 )
( 53,090 )
Net realized gains/(losses) from investments
( 11,601 )
-
( 1,771 )
( 13,372 )
Net unrealized gains/(losses)
7,826
-
( 2,519 )
5,307
Transfer in/(out)
( 7,883 )
-
( 112 )
( 7,995 )
Balance as of September 30, 2025
$ 88,981
$ 6,997
$ 128,209
$ 224,187
F- 29
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 year ended
September 30, 2024 (dollars in thousands):
Senior
Secured
First Lien
Term Loans
Senior
Secured
Notes
Equities/
Warrants
Total
Balance as of September 30, 2023
$ 82,499
$ -
$ 82,817
$ 165,316
Purchases and other adjustments to cost
31,590
34,000
50,146
115,736
Sales (including repayments or maturities)
( 32,879 )
( 26,578 )
( 63,578 )
( 123,035 )
Net realized gains/(losses) from investments
( 8,728 )
-
15,331
6,603
Net unrealized gains/(losses)
19,634
-
( 20,835 )
( 1,201 )
Transfer in/(out)
( 23,129 )
-
-
( 23,129 )
Balance as of September 30, 2024
$ 68,987
$ 7,422
$ 63,881
$ 140,290
Net
change in unrealized gain (loss) for the years ended September 30, 2024 and 2023 included in earnings related to Level 3 investments
still held as of September 30, 2025 and 2024 was approximately $( 5.7 ) million and $ 2.1 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, including any repayments or maturities.
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 year ended September 30, 2025, $ 7.9 million of investments were transferred out of Level 3 and no investments were transferred into
Level 3. During the year ended September 30, 2024, $ 23.1 million of investments were transferred out of Level 3 and no investments were
transferred into Level 3.
The
following table presents the quantitative information about Level 3 fair value measurements of our investments, as of September 30, 2025
(dollars in thousands):
Fair Value Valuation
Methodology Unobservable
Input Range
(Weighted Average) Impact to
Valuation From
An Increase In
Input
Senior Secured First Lien Term Loans $ 74,485 Income Approach Market Yield 3.3% - 14.5% (10.0%) Decrease
Senior Secured First Lien Term Loans 13,428 Market Approach EBITDA Multiple 1.8x - 2.8x (2.3x) Increase
Senior Secured First Lien Term Loans 997 Market Approach Market Spread 4.8% - 5.5% (5.1%) Increase
Senior Secured First Lien Term Loans 71 Recent Purchase Purchase Price N/A N/A
Senior Secured Notes 6,997 Cost Approach Collateral Value N/A N/A
Equity/Warrants 78,255 Market Approach EBITDA Multiple 1.3x - 13.0x (11.0x) Increase
Equity/Warrants 37,181 Cost Approach Replacement Cost N/A N/A
Equity/Warrants 3,948 Market Approach Market Quote N/A N/A
Equity/Warrants 6,000 Market Approach Revenue Multiple 2.5x-3.0x (2.8x) Increase
Equity/Warrants 2,725 Income Approach Market Yield 28.3%-28.8% (28.5%) Decrease
Equity/Warrants 100 Cost Approach Collateral Value N/A N/A
Total $ 224,187
F- 30
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, 2024
(dollars in thousands):
Fair Value Valuation Methodology Unobservable Input Range
(Weighted Average) Impact to
Valuation From
An Increase In
Input
Senior Secured First Lien Term Loans $ 65,236 Income Approach Market Yield 3.5% - 42.5% (15.3%) Decrease
Senior Secured First Lien Term Loans 2,399 Market Approach EBITDA Multiple 1.8x - 2.3x (2.0x) Increase
Senior Secured First Lien Term Loans 1,002 Market Approach Market Spread 4.5% - 5.0% (4.75%) Decrease
Senior Secured First Lien Term Loans 350 Cost Approach Collateral Value N/A N/A
Senior Secured Notes 7,422 Recent Purchase Purchase Price N/A N/A
Equity/Warrants 36,683 Cost Approach Collateral Value N/A N/A
Equity/Warrants 27,014 Market Approach EBITDA Multiple 4.3x - 10.3x (8.4x) Increase
Equity/Warrants 101 Recent Purchase Purchase Price N/A N/A
Equity/Warrants 83 Income Approach DLOM (Discount for lack of Marketability) 27.0% - 31.0% (29.0%) Decrease
Total $ 140,290
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.
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 % of asset coverage, 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. No approval was requested or obtained and the Company
is still subject to the 200 % requirement.
As
of September 30, 2025, the Company’s asset coverage was 207.8 % 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.
As
of September 30, 2024, the Company’s asset coverage was 216.8 % 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 September 30, 2025 and 2024 were as follows (dollars in thousands):
September
30, 2025
September
30, 2024
Aggregate
Principal
Available (1)
Principal
Amount
Outstanding
Carrying
Value
Fair
Value
Aggregate
Principal
Available (1)
Principal
Amount
Outstanding
Carrying
Value
Fair
Value
2028
Notes
$ 57,500
$ 57,500
$ 56,477
$ 55,154
$ 57,500
$ 57,500
$ 56,143
$ 51,980
2028
Promissory Note
1,661
1,661
1,543
1,594
1,661
1,661
1,508
1,661
Revolving
Credit Facility
10,008
89,992
89,992
89,992
9,427
78,073
78,073
78,073
Total
debt
$ 69,169
$ 149,153
$ 148,012
$ 146,740
$ 68,588
$ 137,234
$ 135,724
$ 131,714
(1) For the 2028 Notes and 2028 Promissory Note, this represents the total principal amount and for the Revolving Credit Facility, this represents the undrawn principal amount.
F- 31
Note 5.
Borrowings (continued)
Credit
Facility
On
December 15, 2022, the Company entered into a 3 year $ 50.0 million revolving credit facility (the “Credit Facility”) with
Woodforest National Bank (“Woodforest”). Woodforest is the administrative agent, sole bookrunner and sole lead arranger.
The Credit Facility has a maturity date of December 15, 2025 .
On
January 17, 2023, the Company borrowed $ 23.2 million under the Credit Facility and used these proceeds to redeem $ 22.6 million 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 January 17,
2023 (the “Redemption Date”).
On
February 21, 2024 (the “First Amendment Effective Date”), in order to increase the size of the Credit Facility, the parties
to the Credit Facility amended the terms of the Credit Facility, effective as of the First Amendment Effective Date (the “First
Amendment”). The First Amendment increased the principal amount of loan available under the Credit Facility by $ 12.5 million to
$ 62.5 million. All other material terms of the Credit Facility remain unchanged.
On
August 5, 2024 (the “Second Amendment Effective Date”), in order to increase the size of the Credit Facility, the parties
to the Credit Facility amended the Credit Facility, effective as of the Second Amendment Effective Date (the “Second Amendment”).
The Second Amendment increased the principal amount of loan available under the Credit Facility by $ 25 million to $ 87.5 million. All
other material terms of the Credit Facility remain unchanged.
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 $ 50.0 million 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 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 Third Amendment Effective Date. Other
material terms remain substantially unchanged.
Under
the Credit Facility, the Company is required to comply with various covenants, reporting requirements and other customary requirements
for similar revolving credit facilities, including, without limitation, covenants related to: (a) limitations on the incurrence of additional
indebtedness and liens, (b) limitations on certain investments, (c) limitations on certain restricted payments, (d) maintaining a certain
minimum stockholders’ equity, (e) maintaining a ratio of total assets to total indebtedness of the Company and its consolidated
subsidiaries (subject to certain exceptions) of not less than 2.0:1.0, (f) limitations on pledging certain unencumbered assets, and (g)
limitations on the creation or existence of agreements that prohibit liens on certain properties of the Company and certain of its subsidiaries.
These covenants are subject to important limitations and exceptions that are described in the documents governing the Credit Facility.
Amounts available to borrow under the Credit Facility (and the incurrence of certain other permitted debt) are also subject to compliance
with a borrowing base that applies different advance rates to different types of assets (based on their value as determined pursuant
to the Credit Facility) that are pledged as collateral. As of September 30, 2025, the Company was in compliance in all respects with
the terms of the Credit Facility.
As
of September 30, 2025 and September 30, 2024, there was $ 90.0 million and $ 78.1 million outstanding, respectively, under the Credit Facility.
F- 32
Note
5. Borrowings (continued)
Outstanding
loans under the Credit Facility bear a monthly interest rate at Term SOFR + 2.50 %. 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.
Unsecured
Notes
2023
Notes
On
March 18, 2013, the Company issued $ 60.0 million in aggregate principal amount of 6.125 % unsecured notes that matured 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 bore 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 redemption
was completed on January 17, 2023. The Company funded the redemption of the 2023 Notes with loans obtained under the Credit Facility.
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” or 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.”
F- 33
Note
5. Borrowings (continued)
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.
2028
Promissory Note
On
May 2, 2024, the Company issued a 5.25 % note due November 1, 2028 in the principal amount of $ 1,661,498 to National Security
Insurance Company (the “2028 Promissory Note”). The financial terms of the note are substantially the same as 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 2028 Notes, which are publicly traded, is based upon closing market quotes as of the measurement date. As of September
30, 2025 the 2028 Notes are deemed to be Level 1 in the fair value hierarchy, as defined in Note 4. As of September 30, 2025 and September
30, 2024, the 2028 Promissory Note is deemed to be Level 3 in the fair value hierarchy, as defined in Note 4. As of September 30, 2025
and September 30, 2024, the Credit Facility is deemed to be Level 3 in the fair value hierarchy, as defined in Note 4.
Debt
issuance costs related to the 2028 Notes are reported on the Consolidated Statements of Assets and Liabilities as a direct deduction
from the face amount of the 2028 Notes. As of September 30, 2025 and September 30, 2024, debt issuance costs related to the 2023
Notes and the 2028 Notes were as follows (dollars in thousands):
For the year
ended
For the year
ended
September
30, 2025
September
30, 2024
2028
Notes
2028
Promissory
Note
Total
2028
Notes
2028
Promissory
Note
Total
Total
debt issuance costs at beginning of period
$ 1,357
$ 154
$ 1,511
$ 1,689
$ -
$ 1,689
Debt
issuance costs during the period
-
-
-
-
169
169
Amortized
debt issuance costs
334
36
370
332
15
347
Unamortized
debt issuance costs
$ 1,023
$ 118
$ 1,141
$ 1,357
$ 154
$ 1,511
For
the years ended September 30, 2025, 2024 and 2023, the components of interest expense, amortized debt issuance costs, amortized deferred
financing costs, weighted average stated interest rate and weighted average outstanding debt balance for the 2023 Notes, 2028 Notes and
Credit Facility were as follows (dollars in thousands):
For
the Years Ended September 30,
2025
2024
2023
2023 Notes Interest
$ -
$ -
$ 410
2028 Notes Interest
3,020
3,019
3,019
2028 Promissory Note
87
36
-
Credit facility interest
6,141
2,533
1,390
Commitment fees
( 8 )
108
56
Amortization of deferred financing costs
559
566
287
Amortization of debt issuance costs
369
347
370
Other
111
-
-
Total
$ 10,279
$ 6,609
5,532
Weighted average stated interest rate
6.5 %
6.3 %
5.9 %
Weighted average debt outstanding
$ 144,153
$ 88,467
$ 81,600
F- 34
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. 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 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 serves
as custodian for the Company pursuant to its Loan Administration and Custodial Agreement with the Company. For the years ended September
30, 2025, 2024 and 2023, we incurred $ 0.4 million, $ 0.3 million and $ 0.3 million in administrator expenses, respectively.
As
of September 30, 2025 and 2024, $ 0.0 million and $ 0.0 million, respectively, were included in “administrator expenses payable”
in the accompanying Consolidated Statements of Assets and Liabilities.
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 October 1, 2021 and ending on September 30, 2024 (the “2022 LTIP Plan”). 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.
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 October 1, 2022 and ending on September 30, 2025 (the “2023 LTIP Plan”). 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.
In
December 2023, pursuant to the CIP, the Compensation Committee approved awards for Mr. Lorber and Ms. McMillan for the three-year performance
period commencing on October 1, 2023 and ending on September 30, 2026 (the “2024 LTIP Plan”). Each participant is eligible
to receive an amount of cash equal to a percentage of their target award amount set forth above based on the factors described above.
The Compensation Committee, in approving the awards, evaluated each Performance Goal separately.
In
December 2024, pursuant to the CIP, the Compensation Committee approved awards for Mr. Lorber and Ms. McMillan for the three-year performance
period commencing on October 1, 2024 and ending on September 30, 2027 (the “2025 LTIP Plan”). Each participant is eligible
to receive an amount of cash equal to a percentage of their target award amount set forth above based on the factors described above.
The threshold, target, and maximum performance levels are structured similar to those of the 2022 LTIP Plan. The Compensation Committee,
in approving the awards, evaluated each Performance Goal separately.
F- 35
Note 6.
Agreements (continued)
The
Target Performance Award for each executive officer for the 2023 LTIP Plan, the 2024 LTIP Plan, and the 2025 LTIP Plan is set forth in
the tables below:
Name and
Title
2023
LTIP
Dollar Value
of Target
Award
David Lorber, Chairman of the Board
and Chief Executive Officer
$ 890,000
Ellida McMillan, Chief Financial Officer
380,000
Name and
Title
2024
LTIP
Dollar Value
of Target
Award
David Lorber, Chairman of the Board
and Chief Executive Officer
$ 890,000
Ellida McMillan, Chief Financial Officer
380,000
Name and
Title
2025
LTIP
Dollar Value
of Target
Award
David Lorber, Chairman of the Board
and Chief Executive Officer
$ 1,000,000
Ellida McMillan, Chief Financial Officer
425,000
During
the years ended September 30, 2025, September 30, 2024 and September 30, 2023 the Company recorded an expense of $ 1,425,922 , $ 2,798,437
and $ 317,000 , respectively, for these awards. During the year ended September 30, 2025, the Company paid out $ 2,002,790 for the 2022
LTIP Plan based on achievement of the Performance Goals. During the year ended September 30, 2024, the Company did not pay out anything
for these awards.
Note 7.
Related Party Transactions
During
the year ended September 30, 2024, the Company entered into a related party transaction with NVTN LLC whereby the $ 11.9 million of equity
of Maritime Wireless Holdings LLC was transferred to NVTN LLC.
The
Company has entered into contracts with its affiliated portfolio companies, The National Security Group (and certain of its affiliates)
and ECC Capital Corporation, pursuant to which the Company (and/or certain of its subsidiaries) provide such affiliated portfolio companies
certain services, including managing a portion of their investment assets. During the year ended September 30, 2025, the Company recognized
$ 0.7 million of income related to these contracts.
Due
from/to Affiliates
Due
from affiliates at September 30, 2025 and September 30, 2024 consists of certain legal and general and administrative expenses paid by
the Company on behalf of certain of its affiliates. Due to affiliates at September 30, 2025 and September 30, 2024 consists of certain
expenses payable by the Company to certain of its affiliates.
F- 36
Note 8.
Commitments
Unfunded
commitments
As
of September 30, 2025 and 2024, we had commitments under loan and financing agreements to fund up to $ 5.5 million to six portfolio companies
and $ 1.6 million to two portfolio companies, respectively. These commitments are primarily composed of senior secured delayed draw term
loans and revolvers, and the determination of their fair value is included in the Consolidated Schedules 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.
The Company maintains adequate liquidity to fund its unfunded commitments. A summary of the composition of the unfunded commitments as
of September 30, 2025 and 2024 is shown in the table below (dollars in thousands):
September 30,
2025
September 30,
2024
MB
Precision Investment Holdings LLC - Senior Secured First Lien Revolver
$ 85
$ -
MB
Precision Investment Holdings LLC - Senior Secured Delayed Draw Term Loan
1,521
-
PREIT
Associates - Revolver
61
-
PSB
Group, LLC - Revolver
472
-
SS
Acquisition, LLC (dba Soccer Shots Franchising) - Revolver
1,029
-
Tamarix
Capital Partners II, L.P. - Fund Investment
865
1,313
WHI
Global, LLC - Revolver
1,484
-
XYZ
Roofco, LLC (dba SMC Roofing Solutions LLC) - First Out Delayed Draw Term Loan
-
57
XYZ
Roofco, LLC (dba SMC Roofing Solutions LLC) - Last Out Delayed Draw Term Loan
-
246
Total
unfunded commitments
$ 5,517
$ 1,616
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 5, 2021. On December 18, 2024, the Company amended the terms of the
lease, extending the lease term until August 31, 2035, with a right to terminate on the 36th and 60th month anniversaries of September
5, 2025, as well as any time on or after the 84th month anniversary of September 5, 2025.
Upon
entering into the lease on September 5, 2021, PhenixFIN recorded a right-of-use asset and a lease liability as of that date.
As
of September 30, 2025 and 2024, the asset related to the operating lease was $ 2.5 million and $ 0.3 million, respectively, and is included
in the Other assets balance on the Consolidated Balance Sheet. As of September 30, 2025 and 2024, the lease liability was $ 2.4 million
and $ 0.3 , million, respectively, and is included in the Other liabilities balance on the Consolidated Statements of Assets and Liabilities.
As of September 30, 2025 and September 30, 2024, the remaining lease term was approximately ten years and two years , respectively, and
the implied borrowing rate was 6.85 % and 5.25 % for September 30, 2025 and September 30, 2024, respectively.
The
following table shows future minimum payments under PhenixFIN’s operating lease as of September 30, 2025:
For the
Years Ended September 30,
Amount
2026
$ 184,538
2027
325,261
2028
335,019
2029
345,070
2030
355,422
Thereafter
1,908,314
3,453,624
Difference between undiscounted
and discounted cash flows
( 1,014,219 )
$ 2,439,405
F- 37
Note 9.
Fee Income
Fee
income consists of amendment fees, prepayment penalty and other miscellaneous fees which are non-recurring in nature, as well as administrative
agent fees and management fees, which are recurring in nature. The following table summarizes the Company’s fee income for the
years ended September 30, 2025, 2024 and 2023 (dollars in thousands):
For
the Years Ended September 30,
2025
2024
2023
Prepayment fee
$ -
$ -
$ -
Administrative agent fee
5
75
169
Amendment fee
8
-
53
Management fee
72
-
-
Other fees
907
440
102
Fee
income
$ 992
$ 515
$ 324
Note 10.
Directors Fees
From
May 1, 2023 to September 30, 2024, the Company’s independent directors received an annual fee of $ 150,000 . In addition, the lead
independent director received an annual retainer of $ 30,000 ; the chair of the Audit Committee received an annual retainer of $ 25,000 ,
and each of its other members received an annual retainer of $ 12,500 ; and the chairs of the Nominating and Corporate Governance Committee
and of the Compensation Committee each received an annual retainer of $ 15,000 and each of the other members of these committees received
annual retainers of $ 8,000 . The Company’s independent directors no longer receive fees for each board and committee meeting that
they attend.
Effective
October 1, 2024, the structure was modified such that each of the Company’s independent directors receives an annual fee of $ 165,000 .
In addition, the lead independent director receives an annual retainer of $ 30,000 ; the chair of the Audit Committee receives an annual
retainer of $ 19,000 and each of its other members receives an annual retainer of $ 12,500 ; the chair of the Nominating and Corporate Governance
Committee receives an annual retainer of $ 12,000 and each of its other members receives an annual retainer of $ 11,000 ; and the chair
of the Compensation Committee receives an annual retainer of $ 15,000 and each of its other members receives an annual retainer of $ 11,000 .
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 years ended September 30, 2025, 2024 and 2023, the Company recognized $ 0.8 million, $ 0.8 million and $ 0.7 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 September 30, 2025, 2024 and 2023.
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 years ended September 30, 2025, 2024 and 2023 (amounts in thousands, except shares and per share amounts):
For
the Year Ended September 30,
2025
2024
2023
Basic and diluted:
Net increase (decrease) in net
assets resulting from operations
$ 4,156
$ 18,619
$ 26,918
Weighted average shares of common stock outstanding
- basic and diluted
2,015,157
2,040,253
2,092,326
Earnings (loss) per share of common stock -
basic and diluted
$ 2.06
$ 9.13
$ 12.87
F- 38
Note 12.
Financial Highlights
The following
is a schedule of financial highlights for the years ended September 30, 2025, 2024, 2023, 2022 and 2021:
For
the Year Ended September 30,
2025
2024
2023
2022
2021
Per share data
Net Asset Value
per share at Beginning of Period
$ 79.37
$ 70.75
$ 57.49
$ 57.08
$ 55.30
Results of Operations:
Net
Investment Income/(Loss) (1)
2.55
2.32
3.11
1.48
6.92
Net
Realized Gain/(Loss) on Investments
( 5.92 )
3.57
( 5.51 )
2.24
( 15.86 )
Net
Unrealized Gain/(Loss) on Investments
5.33
2.81
15.27
( 6.22 )
9.47
Net
loss on extinguishment of debt
-
-
-
( 0.13 )
( 0.05 )
Deferred
tax benefit (expense)
0.10
0.43
-
-
-
Net Increase
(Decrease) in Net Assets Resulting from Operations
2.06
9.13
12.87
( 2.63 )
0.48
Capital Share Transactions
Distributions
declared
( 1.43 )
( 1.31 )
-
( 0.12 )
-
Repurchase
of common stock under stock repurchase program (2)
0.24
0.80
0.39
3.16
1.30
Net
Increase (Decrease) Resulting from Capital Share Transactions
( 1.19 )
( 0.51 )
0.39
3.04
1.30
Net
Asset Value per share at End of Period
$ 80.24
$ 79.37
$ 70.75
$ 57.49
$ 57.08
Net Assets
at End of Period
$ 160,774,300
$ 160,307,773
$ 146,705,535
$ 120,845,408
$ 143,693,981
Shares Outstanding at End
of Period
2,003,769
2,019,778
2,073,713
2,102,129
2,517,221
Per share market value
at end of period
$ 47.63
$ 47.60
$ 37.90
$ 34.88
$ 42.90
Total
return based on market value (3)
3.07 %
29.05 %
8.66 %
( 18.69 )%
140.61 %
Total
return based on net asset value (4)
2.09 %
11.08 %
21.40 %
( 15.90 )%
( 4.60 )%
Portfolio
turnover rate
35.55 %
43.90 %
32.62 %
69.43 %
24.97 %
Ratios:
Ratio
of net investment/(loss) income to average net assets after waivers, discounts and reimbursements (5)
3.22 %
3.06 %
4.80 %
2.55 %
12.44 %
Ratio
of total expenses to average net assets
12.59 %
11.27 %
10.04 %
9.02 %
9.26 %
Supplemental
Data:
Percentage
of non-recurring fee income (5)
3.93 %
2.32 %
1.61 %
2.70 %
7.94 %
Average
debt outstanding (6)
$ 144,153,179
$ 88,467,130
$ 81,599,762
$ 85,397,690
$ 82,930,098
Average debt outstanding
per weighted average common share
$ 71.53
$ 43.36
$ 39.18
$ 36.75
$ 30.97
Asset
coverage ratio per unit (7)
$ 2,078
$ 2,168
$ 2,707
$ 2,550
$ 2,856
Senior
Securities Outstanding (8)
2023 Notes
$ -
$ -
$ -
$ 22,521,800
$ 77,846,800
2028 Notes
$ 57,500,000
$ 57,500,000
$ 57,500,000
$ 57,500,000
$ -
2028
Promissory Note
$ 1,661,498
$ 1,661,498
$ -
$ -
$ -
Credit
Facility
$ 89,991,619
$ 78,072,953
$ 28,241,941
$ -
$ -
(1) Net investment income/(loss) excluding management and incentive fee waivers, discounts and reimbursements based on total weighted average common stock outstanding equals $ 2.55 , $ 2.32 , $ 3.11 , $ 1.48 and $ 6.92 per share for the years ended September 30, 2025, 2024, 2023, 2022, and 2021, respectively.
F- 39
Note
12. Financial Highlights (continued)
(2) The amount shown at this caption is the balancing amount derived from the other figures in the schedule. The amount shown at this caption for a share outstanding throughout the period may not agree with the repurchase of common stock because of the timing of repurchase of the Company’s shares.
(3) 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.
(4) Total return is historical and assumes changes in NAV, reinvestments of all dividends at prices obtained under the Company’s dividend reinvestment plan, and no sales charges for the period.
(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 September 30, 2025, the Company’s asset coverage was 207.8% 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.
Note 13.
Dividends
Any
dividends and distributions to common stockholders are recorded on the ex-dividend date. Any amounts to be paid out as a dividend are
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.
On
May 9, 2024, the Board of Directors declared a special dividend of $ 1.31 per share. This dividend was paid on June 10, 2024 to stockholders
of record as of May 27, 2024. The dividends declared during the year ended September 30, 2024 were derived from net investment income,
determined on a tax basis.
On
February 6, 2025, the Board of Directors declared a special dividend of $ 1.43 per share. This dividend was paid on February 19,
2025 to stockholders of record as of February 17, 2025. The dividends declared during the year ended September 30, 2025 were derived
from net investment income, determined on a tax basis. The Company did not declare any regular distribution payments during the years
ended September 30, 2025, 2024 and 2023.
Note
14. Share Transactions
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 719,940 shares of common stock through September 30, 2025 with a total cost of approximately
$ 28.9 million, or 26.4 % of shares outstanding as of the program’s inception. The total remaining amount authorized under
the expanded share repurchase program is approximately $ 6.1 million.
F- 40
Note 14.
Share Transactions (continued)
The
following table sets forth the number of shares of common stock repurchased by the Company at an average price of $ 40.15 per share under
its share repurchase program from February 10, 2021 through September 30, 2025:
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
$ 36.40 - $ 37.23
25,864
August 2022
3,081
$ 28.24 - $ 37.79
112,456
September 2022
91,508
$ 36.80 - $ 37.50
3,443,845
October 2022
701
$ 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
January 2023
2,052
$ 32.78 - $ 34.84
68,665
February 2023
3,131
$ 33.06 - $ 39.03
115,430
March 2023
2,003
$ 37.02 - $ 38.89
76,214
April 2023
649
$ 35.79 - $ 37.03
23,671
May 2023
100
$ 36.53 - $36.53
3,658
June 2023
2,300
$ 33.63 - $ 38.76
85,556
August 2023
14,751
$ 36.98 - $ 39.41
575,728
September 2023
125
$ 38.11 - $38.11
4,772
November 2023
475
$ 37.03 - $ 37.78
17,825
December 2023
12,748
$ 37.53 - $ 41.03
520,749
March 2024
40,000
$ 45.03 - $45.03
1,801,205
April 2024
700
$ 43.76 - $43.76
30,637
May 2024
12
$ 44.82 - $44.82
543
June 2025
15,909
$ 50.03 - $50.03
795,932
September 2025
100
$ 47.68 - $47.68
4,773
Total
719,940
$
28,909,150
As
of September 30, 2025, there were 100 shares that were not yet transferred into treasury.
Note 15.
Segment Reporting
The
Company has determined that it has a single operating segment in accordance with Topic 280, Segment Reporting (“ASC 820”).
The Company’s Chief Operating Decision Maker (“CODM”) is the Chief Executive Officer and the Chief Financial Officer.
While the Company derives income and capital appreciation by providing investments to companies across various industries, the Company
and the CODM evaluate and monitor performance of the business on a consolidated basis. Further, each investment is evaluated and managed
using similar processes and shared operations support functions such as deal origination, underwriting, and loan servicing as well as
the administrative functions of human resources, legal, finance, and information technology.
The
CODM uses consolidated net investment income and net increase (decrease) in net assets resulting from operations when allocating resources
and assessing the Company’s performance. Net investment income is comprised of consolidated total investment income (“segment
revenues”) and consolidated total net operating expenses (“significant segment expenses”). The net increase (decrease)
in net assets resulting from operations is comprised of consolidated net investment income, consolidated net realized gains (losses)
from investments, and consolidated net change in unrealized gains (losses) from investments. These performance metrics are considered
the key segment measure of profit or loss reviewed by the CODM. As the Company’s operations comprise of a single reporting segment,
the segment assets are reflected on the accompanying Consolidated Statements of Assets and Liabilities as Total Assets, investments held
on the Consolidated Schedule of Investments, and the significant segment expenses are listed on the accompanying Consolidated Statements
of Operations.
Note
16. 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-K or would be required to be recognized in the Consolidated Financial Statements as of and for the year ended September 30, 2025.
On
December 8, 2025, the Company redeemed in aggregate its principal amount of the issued and outstanding 2028 Promissory Note, comprising
all issued and outstanding 2028 Promissory Notes, at a price equal to the closing market price of the 2028 Notes on December 5,
2025, plus accrued and unpaid interest thereon from November 1, 2025, through, but excluding, December 8, 2025 in accordance with the
terms of the indenture governing the 2028 Promissory Note. The redemption was completed on December 8, 2025.
F- 41
Item
9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
None.
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