PFX 10-K & 10-Q changes, risk factors and insider trading
PhenixFIN Corp (also PFXNZ) · Nasdaq · CIK 1490349 · All filings on SEC.gov
At a glance
What changed in the latest 10-K
Risk Factors
New heading “Trade negotiations and related government actions may create regulatory uncertainty for our portfolio companies and our investment strategies and adversely affect the profitability of portfolio companies.”
New heading “Government Policies, Changes in Laws, and International Trade.”
New heading “Technological innovations and industry disruptions, including those related to artificial intelligence and machine learning, may negatively impact us.”
New heading “As of September 30, 2025, 11.7% of our total assets were invested in FlexFIN, our affiliate’s asset-based lending business.”
New heading “As of September, 2025, 15.3% of our total assets were invested in NSG, our insurance business, which subjects the Company to various additional special risks.”
Largest changes
“Governmental regulatory activity, especially that of the Board of Governors of the U.S. Federal Reserve System, may have a significant effect on interest rates and on the economy generally, which in turn may affect the price of the securities in which the Company plans to invest. …”see in full comparison
“Technological innovations and industry disruptions, including those related to artificial intelligence and machine learning, may negatively impact us.”see in full comparison
“Recently, the U.S. government has indicated its intent to alter its approach to international trade policy and in some cases to renegotiate, or potentially terminate, certain existing bilateral or multi-lateral trade agreements and treaties with foreign countries, and has made proposals and taken actions related thereto, and has proposed and/or taken actions to increase tariffs or other duties on goods or products being imported into the U.S. For example, the U.S. …”see in full comparison
“Trade negotiations and related government actions may create regulatory uncertainty for our portfolio companies and our investment strategies and adversely affect the profitability of portfolio companies.”see in full comparison
“As of September, 2025, 15.3% of our total assets were invested in NSG, our insurance business, which subjects the Company to various additional special risks.”see in full comparison
“As of September 30, 2025, 11.7% of our total assets were invested in FlexFIN, our affiliate’s asset-based lending business.”see in full comparison
Full comparison: every changed paragraph (31)
Events
outside of our control, including terrorist attacks, acts of war, natural disastersdisasters, significant tariffs or public health crises, could
negatively affect
the portfolio companies in which we invest and make the valuation of those investments more uncertain.
Periods of market volatility have occurred and could continue to occur in response to pandemics or other events outside of our control, including terrorist attacks, acts of war, natural disasters, significant tariffs, public health crises or similar events. These types of events have adversely affected and could continue to adversely affect operating results for us and for our portfolio companies.
The
large-scale invasion of Ukraine by Russia in February 2022 resulted in sanctions and market disruptions, including declines in regional
and global stock markets, unusual volatility in global commodity markets and significant devaluations of Russian currency. The extent
and duration of the military action are impossible to predict but could be significant. Market disruption caused by the Russian military
action, and any counter measures or responses thereto (including international sanctions, a downgrade in a country’s credit rating,
purchasing and financing restrictions, boycotts, tariffs, changes in consumer or purchaser preferences, cyberattacks and espionage) could
continue to have severe adverse impacts on regional and/or global securities and commodities markets, including markets for oil and natural
gas. These impacts may include reduced market liquidity, distress in credit markets, further disruption of global supply chains, increased
risk of inflation, and limited access to investments in certain international markets and/or issuers. In addition, the currentconflicts conflict
in the
Middle East and terrorist acts may cause significant volatility in the markets and/or market disruptions.
Trade negotiations and related government actions may create regulatory uncertainty for our portfolio companies and our investment strategies and adversely affect the profitability of portfolio companies.
Recently, the U.S. government has indicated its intent to alter its approach to international trade policy and in some cases to renegotiate, or potentially terminate, certain existing bilateral or multi-lateral trade agreements and treaties with foreign countries, and has made proposals and taken actions related thereto, and has proposed and/or taken actions to increase tariffs or other duties on goods or products being imported into the U.S. For example, the U.S. government has imposed, and may in the future increase, tariffs on certain foreign goods, including from China, such as steel and aluminum. Some foreign governments, including China, have instituted retaliatory tariffs on certain U.S. goods. Recently, the current U.S. presidential administration has proposed and/or imposed significant increases to tariffs on goods imported into the U.S., including from China, Canada, and Mexico. We cannot predict how or what tariffs will be imposed or what retaliatory measures other countries, including China, may take in response to tariffs proposed or imposed by the U.S. Such uncertainty and/or tariffs or counter-measures could further increase costs, decrease margins, reduce the competitiveness of products and services offered by current and future portfolio companies and adversely affect the revenues and profitability of portfolio companies whose businesses rely on imported goods. There is uncertainty as to further actions that may be taken under the current U.S. presidential administration with respect to U.S. trade policy, including with respect to the proposed tariffs. Further governmental actions related to the imposition of tariffs or other trade barriers, or changes to international trade agreements or policies, could create further regulatory uncertainty for our portfolio companies and adversely affect their businesses and financial condition, particularly to the extent the revenues and profitability of their businesses rely on goods imported from outside of the United States.
Government Policies, Changes in Laws, and International Trade.
Governmental regulatory activity, especially that of the Board of Governors of the U.S. Federal Reserve System, may have a significant effect on interest rates and on the economy generally, which in turn may affect the price of the securities in which the Company plans to invest. High interest rates, the imposition of credit controls or other restraints on the financing of takeovers or other acquisitions could diminish the number of merger tender offers, exchange offers or other acquisitions, and as a consequence have a materially adverse effect on the activities of the Company Moreover, changes in U.S. federal, state, and local tax laws, U.S. federal or state securities and bankruptcy laws or in accounting standards may make corporate acquisitions or restructurings less desirable or make risk arbitrage less profitable. Amendments to the U.S. Bankruptcy Code or other relevant laws could also alter an expected outcome or introduce greater uncertainty regarding the likely outcome of an investment situation. In addition, governmental policies could create uncertainty for the global financial system and such uncertainty may increase the risks inherent to the Company and its activities. For example, tariffs and restrictions, as well as other changes in U.S. trade policy, have resulted in, and may continue to trigger, retaliatory actions by affected countries, including imposing trade sanctions on certain U.S. products. A “trade war” of this nature has the potential to increase costs, decrease margins, reduce the competitiveness of products and services offered by current and future portfolio companies and adversely affect the revenues and profitability of companies whose businesses rely on imports and exports. Prospective investors should realize that any significant changes in governmental policies (including tariffs and other policies involving international trade) could have a material adverse impact on the Company and its investments.
We
have borrowed funds, including through the issuance of $57.5 million in aggregate principal amount of 5.25% unsecured notes due November
1, 2028 (the “Notes” or the “2028 Notes”) to leverage our capital structure, which is generally considered a
speculative investment technique. In addition, on December 15, 2022, the Company entered into a 3-year $50.0 million revolving credit
facility (the “Credit Facility”) with Woodforest Bank, N.A. (“Woodforest”), Valley National Bank, and Axiom Bank,
(collectively, the “Lenders”), which was amended on February 21, 2024 to increase the principal amount of loan available
under the Credit Facility by $12.5 million to $62.5 million. 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. As a result:
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. 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. As a result:
As
of September 30, 2024,2025, the Company’s asset coverage was 216.8%207.8% after giving effect to leverage and therefore the Company’s
asset coverage is above 200%, the minimum asset coverage requirement applicable to the Company under the 1940 Act.
We
are classified as a non-diversified investment company within the meaning of the 1940 Act, which means that we are not limited by the
1940 Act with respect to the proportion of our assets that we may invest in securities of a single issuer. We also have not adopted any
policy restricting the percentage of our assets that may be invested in a single portfolio company. To the extent that we assume large
positions in the securities of a small number of issuers, our NAV may fluctuate to a greater extent than that of a diversified investment
company as a result of changes in the financial condition or the market’s assessment of the issuer. We may also be more susceptible
to any single economic or regulatory occurrence than a diversified investment company. Beyond our income tax diversification requirements
under Subchapter M of the Code, we do not have fixed guidelines for diversification, and our investments could be concentrated in relatively
few portfolio companies. (Note our significant investmentinvestments in our affiliateaffiliates FlexFIN and NSG – see Risks Related to our Investments).
Loans
under our current Credit Facility bear interest at a rate based upon the Secured Overnight Financing Rate (SOFR) published by the Federal
Reserve Bank of New York. Also, the secured terms loans that we make to our portfolio companies and the secured notes of our portfolio
companies in which we invest bear interest at SOFR based rates. Previously, our credit facilities and our debt investments in portfolio
companies bore interest at U.S dollar London Interbank Overnight (USD LIBOR) rates.
We
cannot assure that we will achieve investment results that will allow us to pay cash distributions. Our ability to pay distributions
might be adversely affected by, among other things, the impact of one or more of the risk factors described herein. In addition, the
inability to satisfy the asset coverage test applicable to us as a BDC could limit our ability to pay distributions. As of September
30, 2024,2025, the Company’s asset coverage was 216.8%207.8% after giving effect to leverage and therefore the Company’s asset coverage
is above 200%, the minimum asset coverage requirement applicable to us under the 1940 Act. All distributions will be paid at the discretion
of our board
of directors and will depend on our earnings, our financial condition, maintenance of our RIC tax treatment, compliance
with applicable
BDC regulations, and such other factors as our board of directors may deem relevant from time to time. We cannot assure
you that we will
pay distributions to our stockholders in the future.
We
do not seek to compete primarily based on the interest rates we offer, and we believe that some of our competitors make loans with interest
rates that are comparable to or lower than the rates we offer. We may lose investment opportunities if we do not match our competitors’
pricing, terms and structure. If we match our competitors’ pricing, terms and structure, we may experience decreased net interest
income and increased risk of credit loss. A significant part of our competitive advantage stems from the fact that the market for investments
in mid-sized companies is underserved by traditional commercial banks and other financial institutions. A significant increase in the
number and/or size of our competitors in this target market could force us to accept less attractive investment terms. Furthermore, manyseveral
of our competitors have greater experience operating under the regulatory restrictions of the 1940 Act and under an internalized management
structure.
The
occurrence of a disaster, such as a cyber-attack against us, certain of our portfolio companies, or against a third-party that has
access to
our data or networks, a natural catastrophe, an industrial accident, failure of our disaster recovery systems, or
consequential employee
error, could have an adverse effect on our ability to communicate or conduct business (including the business of certain portfolio companies),
negatively impacting
our operations and financial condition. This adverse effect can become particularly acute if those events affect
our electronic data
processing, transmission, storage, and retrieval systems, or impact the availability, integrity, or confidentiality
of our
data.
Technological innovations and industry disruptions, including those related to artificial intelligence and machine learning, may negatively impact us.
Technological innovations, including artificial intelligence and machine learning, have disrupted traditional approaches in multiple industries and can permit companies to achieve success and in the process disrupt markets and market practices. We can provide no assurance that new businesses and approaches will not be created that would compete with us and/or our portfolio companies or alter the market practices in which we have been designed to function within and on which we depend on for our investment return. New approaches could damage our investments, disrupt the market in which we operate and subject us to increased competition, which could materially and adversely affect our business, financial condition and results of investments.
We may, subject to internal policies, use artificial intelligence or machine learning in connection with our business activities. The use of artificial intelligence and machine learning carries with it certain risks, including the risks that inputs include confidential or personally identifiable information and that outputs contain inaccuracies and errors. The applications of artificial intelligence and machine learning, including those in the investment and financial sectors, continue to develop rapidly, and it is impossible to predict all of the future risks that may arise from such developments. We cannot control the use of artificial intelligence or machine learning in our portfolio companies or third-party products or services and therefore could be exposed to associated risks if our portfolio companies, third-party service providers or any counterparties use artificial intelligence or machine learning in their business activities.
As
of September 30, 2024,2025, 12.1%15.3% of our total assets were invested in FlexFIN,NSG, our affiliate’s asset-based lendinginsurance business.
This significant exposure subjects our Company to various risks associated with such business to a much greater extent than companies not similarly concentrated.
As of September 30, 2025, 11.7% of our total assets were invested in FlexFIN, our affiliate’s asset-based lending business.
A
significant number of high yield loans in the market,market may consist of covenant-lite loans, or “Covenant-Lite Loans.” A significant
portion of the loans in which we may invest or get exposure to through our investments may be deemed to be Covenant-Lite Loans. Such
loans do not require the borrower to maintain debt service or other financial ratios and do not include terms which allow the lender
to monitor the performance of the borrower and declare a default if certain criteria are breached. Ownership of Covenant-Lite Loans may
expose us to different risks, including with respect to liquidity, price volatility, ability to restructure loans, credit risks and less
protective loan documentation, than is the case with loans that contain financial maintenance covenants.
As
of September 30, 2024,2025, investments in our affiliate’s asset-based lending business constituted 12.1%11.7% of our total assets. See above,
under Item 1A for risk factors related to our investment in that business. See “Subsequent Events” for a discussion of our
investment in an insurance business.
Our
business requires a substantial amount of capital to operate and grow. We may acquire additional capital from the issuance of senior
securities (including debt and preferred stock), the issuance of additional shares of our common stock or from securitization transactions.
However, we may not be able to raise additional capital in the future on favorable terms or at all. Additionally, we may only issue senior
securities up to the maximum amount permitted by the 1940 Act. The 1940 Act permits us to issue senior securities only in amounts such
that our asset coverage, as defined in the 1940 Act, equals at least 200% (or 150% if, pursuant to the 1940 Act, certain requirements
are met) after such issuance or incurrence. If our assets decline in value and we fail to satisfy this test, we may be required to liquidate
a portion of our investments and repay a portion of our indebtedness at a time when such sales or repayment may be disadvantageous, which
could have a material adverse impact on our liquidity, financial condition and results of operations. As of September 30, 2024,2025, the Company’s
asset coverage was 216.8%207.8% after giving effect to leverage and therefore the Company’s asset coverage is above 200%, the minimum
asset coverage requirement applicable to us under the 1940 Act.
The
terms of the Credit Facility place restrictions on our and/or our subsidiariessubsidiaries’ activities.
The
terms of the Credit Facility place restrictions on our and/or our subsidiaries’ ability to, among other things, issue securities
or otherwise incur additional indebtedness or other obligations, and in certain cases we may need the approval of WoodForest,BankUnited, as the
Administrative Agent, in order to incur further indebtedness. In addition, the Credit Facility contains customary events of default for
credit facilities of this type, including (without limitation): nonpayment of principal, interest, fees or other amounts after a stated
grace period; inaccuracy of material representations and warranties; change of control; violations of covenants, subject in certain cases
to stated cure periods; and certain bankruptcies and liquidations. If an event of default occurs and is continuing, the Company may be
required to repay all amounts outstanding under the Credit Facility, which would adversely affect our liquidity position and, in turn,
could force us to dispose of investments at inopportune times at reduced prices. Repayment could also adversely affect our ability to
implement our investment strategy and achieve our investment objectives.
As of September, 2025, 15.3% of our total assets were invested in NSG, our insurance business, which subjects the Company to various additional special risks.
NSG faces competition from specialty insurance companies, standard insurance companies and underwriting agencies. Competition among insurance companies is based on a number of factors, including reputation, name recognition, credit ratings, financial strength ratings, relationships with distribution partners, terms and conditions of products offered, and speed of claims payment. In recent years, the insurance industry has undergone increasing consolidation, which may further increase competition. In addition, some of NSG’s competitors are larger and have greater financial, marketing, and other resources than NSG has, and are able to absorb large losses more easily. NSG’s competitors may also offer more competitive pricing, a broader range of products and have greater claims-paying ability. NSG may not be able to continue to compete successfully in the insurance markets. Increased competition in these markets could result in a change in the supply and demand for insurance, affect NSG’s ability to price its products at risk-adequate levels, and lead to reduced profitability or loss of market share.
NSG’s
products are distributed through independent retail agents
and brokers. Retail agents and brokers generally own the renewal rights, making
NSG’s business model dependent on its relationships
with, and the success of, the retail agents and brokers with whom it does business.
NSG relies on a core number of brokers that account
for a substantial number of policies, and its relationships with its brokers and
retail agents may be discontinued at any time. If one
or more such distributors were to terminate its relationship with NSG or reduce
the amount of sales it produces, NSG’s results of
operations could be adversely affected. Even if the relationships do continue,
they may not be on terms that are profitable for NSG. A
deterioration in the relationships with distributors or failure to provide competitive
compensation could lead these distributors to place
more premium with other carriers and less premium with NSG. Also, NSG’s distributors
may in any event choose to concentrate their
efforts in selling their firm’s own products or NSG’s other competitors’ products
instead of NSG’s.NSG’s products.
During
periods of market disruption, including periods of significantly
rising or high interest rates, rapidly widening credit spreads or illiquidity,
it may be difficult to value certain of NSG’s securities
if trading becomes less frequent or market data becomes less observable.
In addition, in times of financial market disruption, certain
asset classes that were in active markets with significant observable data
may become illiquid. In those cases, the valuation process
includes inputs that are less observable and require more subjectivity and
management judgment. If NSG is forced to sell certain of its
investments during periods of market volatility or disruption, market prices
may be lower than their carrying. This could result in realized
losses, which could have a material adverse effect on NSG’s financial
condition and results of operations. It could also affect
financial ratios, briningbringing NSG out of compliance with its credit instruments
and rating agency capital adequacy measures.
A
decline in NSG’s risk-based capital (“RBC”)
ratio could result in in increased scrutiny by insurance regulators and rating
agencies and could have a material adverse effect on its
financial condition and results of operations.
Management's Discussion & Analysis (MD&A)
Removed heading “Realized loss on extinguishment of debt”
Largest changes
“During the year ended September 30, 2024, we recognized $7.3 million of realized gains on our portfolio investments. The realized gains were primarily due to a realized gain on Maritime Wireless Holdings for $7.0 million and a realized gain on Kemmerer Operations, LLC for $8.5 million, offset by a loss on the sale of 1888 Industrial Services for $8.8 million During the year ended September 30, 2023, we recognized $11.5 million of net realized losses on our portfolio investments. …”see in full comparison
“On April 17, 2025 (the “Third Amendment Effective Date”), in order to extend the term and increase the size of the Credit Facility, the parties to the Credit Facility amended the terms of the Credit Facility, effective as of the Third Amendment Effective Date (the “Third Amendment”). The Third Amendment increased the principal amount of the loan available under the Credit Facility by $12.5 million to $100.0 million (with potential access to up to an additional $50,000,000 pursuant to an uncommitted accordion provision) and appointed BankUnited, N.A. …”see in full comparison
“During the year ended September 30, 2022, we recognized $5.2 million of net realized gains on our portfolio investments. The realized gains were primarily due to the partial and full repayments of two investments and the restructuring of three investments, offset by realized losses due to the sale of three investments and the repayment of four investments.”see in full comparison
During the year ended September 30,see in full comparison2023,2025, we recognized$11.5$11.9 million ofnetrealized losses on our portfolio investments. The realized losses were primarily due tothearestructuringrealizedoflossone investmentonandBlacktheAngusfullSteakhouses,repaymentsLLCoffortwo$10.3investments.million.
“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 0%-200% of the target award set forth in the table below (“Target Performance Award”), based on the achievement of net asset value (“NAV”) and NAV per share goals (weighted at 30% and 70%, respectively) as of the end of the performance period (the “Performance Goals”). …”see in full comparison
Full comparison: every changed paragraph (43)
The Company’s investment objective is to generate current income and capital appreciation. The management team seeks to achieve this objective primarily through making loans, private equity or other investments in privately-held companies. The Company may also make debt, equity or other investments in publicly-traded companies. These investments may also include investments in other BDCs, closed-end funds or REITs. We may also pursue other strategic opportunities and invest in other assets or operate other businesses to achieve our investment objective, such as operating and managing an asset-based lending business and 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.
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
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 0%-200% of the target award set forth in the table below (“Target Performance Award”), based on
the achievement of net asset value (“NAV”) and NAV per share goals (weighted at 30% and 70%, respectively) as of the end
of the performance period (the “Performance Goals”). Performance is evaluated separately for each Performance Goal. No payment
is made with respect to a Performance Goal if a threshold level of performance is not achieved. Each Performance Goal is subject to (i)
a threshold level of performance at which a percentage of the Target Performance Award attributable to that Performance Goal may be paid
and below which no payment is made pursuant to an award, (ii) a target level of performance at which 100% of the Target Performance Award
attributable to that Performance Goal may be paid and (iii) a maximum level of performance, at which 200% of the Target Performance Award
attributable to that Performance Goal may be paid, in each case subject to such other terms and conditions of an award. Between threshold,
target and maximum performance levels for each Performance Goal, the portion of that award attributed to the Performance Goals shall
be interpolated in a linear progression.
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.
The
Target Performance Award for each executive officer for the 2022
2023 LTIP Plan, the 20232024 LTIP Plan, and the 20242025 LTIP Plan is set forth in
the tabletables below:
During
the years ended September 30, 20242025 and September 30, 2023,2024, the Company recorded an accrualexpense of $2,798,437$1,425,922 and $317,000,$2,798,437, 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 recordpay anout accrual.anything To date, no amounts have been paid
underfor these awards.
During the year ended September 30, 2025, we received proceeds excluding non-cash items from sale and settlements of investments of $100.3 million, including principal and dividend proceeds, realized net losses on investments of $11.9 million, and invested $173.9 million.
During
the year ended September 30, 2023, we received proceeds excluding non-cash items from sale and settlements of investments of $66.6 million,
including principal and dividend proceeds, realized net losses on investments of $11.5 million, and invested $76.5 million.
The following table summarizes the amortized cost and the fair value of investments as of September 30, 2025 (dollars in thousands):
The
following table summarizes the amortized cost and the fair value of investments as of September 30, 2023 (dollars in thousands):
As
of September 30, 2025, our income-bearing investment portfolio based upon cost represented 64.8% of our total portfolio of which 58.8%
bore interest based on floating rates, such as SOFR, 14.9% bore interest at fixed rates, and 26.3% are income-producing equity investments.
As of September 30, 2024, our income-bearing investment portfolio based
upon cost represented 84.5% of our total portfolio of which 57.9% bore interest based on floating rates, such as SOFR or LIBOR, 17.0%
bore interest at fixed rates, and 25.1% are income-producing equity investments. As of September 30, 2023, our income-bearing investment
portfolio based upon cost represented 88.2% of our total portfolio of which 59.5% bore interest based on floating rates, such as LIBOR
or SOFR, while 13.9%17.0% bore interest at fixed rates and 26.6%25.1% are income-producing
equity investments. As of September 30, 2025, the Company had a weighted average yield of 12.8% on debt and other income producing investments.
As of September 30, 2024, the Company
had a weighted average yield of 12.3% on debt and other income producing investments. As of September 30, 2023, the Company had aThe weighted
average yield of 13.3% on debt and other income producing investments. The weighted average yield of our total portfolio does not represent
the total return to our stockholders.
For the year ended September 30, 2024, investment income totaled $22.2 million, of which $14.3 million was attributable to portfolio interest, approximately $6.8 million was attributable to dividend income, $0.5 million was attributable to fee and other income, and $0.5 million was attributable to interest on cash and cash equivalents. Dividend income was received from 10 investments during the year ended September 30, 2024.
For
the year ended September 30, 2022, investment income totaled $15.5 million, of which $9.3 million was attributable to portfolio interest,
approximately $5.5 million was attributable to dividend income, and $0.7 million was attributable to fee and other income. Dividend income
was received from 12 investments during the year ended September 30, 2022.
For the year ended September 30, 2025, total operating expenses increased by $2.7 million, or 15.3%, compared to the year ended September 30, 2024.
For
the year ended September 30, 2023, total operating expenses increased by $1.5 million, or 12.5%, compared to the year ended September
30, 2022.
Interest and financing expenses for the year ended September 30, 2025 increased by $3.7 million, or 55.5%, compared to the year ended September 30, 2024. The increase in interest and financing expenses was primarily due to increased interest expense on the Credit Facility from increased borrowings during the year.
Interest
and financing expenses for the year ended September 30, 2023 increased by $0.4 million, or 8.2%, compared to the year ended September
30, 2022. The increase in interest and financing expenses was primarily due to interest expense on the Credit Facility which was issued
on December 15, 2022, partially offset by a decrease due to the full repayment of the 2023 Notes on January 17, 2023.
Salaries and benefits expenses for the year ended September 30, 2025 decreased by $1.8 million, or 26.0%, compared to the year ended September 30, 2024. The decrease in salaries and benefits expenses was primarily due to decreased bonus accruals during the year.
Interest and financing expenses for the year
ended September 30, 2023 increased by $1.2 million, or 41.8%, compared to the year ended September 30, 2022. The increase in salaries
and benefits expenses was primarily due to increased bonus accruals during the year.
Professional fees and general and administrative expenses for the year ended September 30, 2025 increased by $0.7 million, or 25.8%, compared to the year ended September 30, 2024. This resulted primarily from an increase in taxes and increased miscellaneous expenses.
Professional
fees and general and administrative expenses for the year ended September 30, 2023 decreased by $0.1 million, or 2.3%, compared to the
year ended September 30, 2022. This resulted primarily from a decrease in miscellaneous expenses.
During the year ended September 30, 2024, we recognized
$7.3 million of net realized gains on our portfolio investments. The realized gains were primarily due to a realized gain on Maritime
Wireless Holdings for $7.0 million and a realized gain on Kemmerer Operations, LLC for $8.5 million, offset by a loss on the sale of 1888
Industrial Services for $8.8 million.
During
the year ended September 30, 2023,2025, we recognized
$11.5 $11.9 million of net realized losses on our portfolio investments. The realized losses were
primarily due to thea restructuringrealized ofloss one
investmenton andBlack theAngus fullSteakhouses, repaymentsLLC offor two$10.3 investments.million.
During the year ended September 30, 2024, we recognized $7.3 million of realized gains on our portfolio investments. The realized gains were primarily due to a realized gain on Maritime Wireless Holdings for $7.0 million and a realized gain on Kemmerer Operations, LLC for $8.5 million, offset by a loss on the sale of 1888 Industrial Services for $8.8 million During the year ended September 30, 2023, we recognized $11.5 million of net realized losses on our portfolio investments. The realized losses were primarily due to the restructuring of one investment and the full repayments of two investments.
During the year ended September 30, 2022, we
recognized $5.2 million of net realized gains on our portfolio investments. The realized gains were primarily due to the partial and
full repayments of two investments and the restructuring of three investments, offset by realized losses due to the sale of three investments
and the repayment of four investments.
Realized
loss on extinguishment of debt
In
the event that we modify or extinguish our debt prior to maturity, we account for it in accordance with ASC 470-50, Modifications and
Extinguishments, in which we measure the difference between the reacquisition price of the debt and the net carrying amount of the debt,
which includes any unamortized debt issuance costs.
During
the year ended September 30, 2024 and 2023, the Company did not recognize a net loss on extinguishment of debt.
During
the year ended September 30, 2022, the Company recognized a net loss on extinguishment of debt of $0.3 million, which was due to the
Company’s $55.3 million repayment of the 2023 Notes on December 16, 2021.
For the year ended September 30, 2025, we had $10.7 million of net change in unrealized appreciation on investments. The net unrealized appreciation resulted from the reversal of the unrealized loss from the sale of Black Angus Steakhouses, LLC and unrealized appreciation primarily on Altisource S.A.R.L. and ECC Capital Corp.
For
the year ended September 30, 2022, we had $14.5 million of net change in unrealized depreciation on investments. The net unrealized depreciation
was comprised of $21.3 million of net unrealized depreciation on investments and $6.9 million of net unrealized appreciation that resulted
from the reversal of previously recorded unrealized depreciation on investments that were realized, partially sold, or written-off during
the year.
Certain
consolidated subsidiaries of ours are subject to U.S. federal
and state income taxes. These taxable subsidiaries are not consolidated
with the Company for income tax purposes, but are consolidated
for GAAP purposes, and may generate income tax liabilities or assets from
temporary differences in the recognition of items for financial
reporting and income tax purposes at the subsidiaries. For the year years
ended September 30, 2024,2025 and 2024 the Company recorded a change in provision
for deferred taxes on the unrealized (appreciation)/depreciation
on investments of $0.2 million and $0.9 million.million, respectively. For the yearsyear ended September 30, 2023 and 2022,2023, the Company did not record
a change in provision
for deferred taxes.
For
the year ended September 30, 2024,2025, we recorded a net increase in net assets resulting from operations of $18.6$4.2 million compared to a net
increase in net assets resulting from operations of $18.6 million for the year ended September 30, 2024, and a net increase in net assets
resulting from operations of $26.9 million for the year ended September 30, 2023, and a net decrease in net
assets resulting from operations of $6.1 million for the year ended September 30, 20222023 as a result of the factors discussed above. Based on
on2,015,157, 2,040,253, 2,092,3262,040,253 and 2,323,6012,092,326 weighted average common shares outstanding for the years ended September 30, 2025, 2024, 2023 and 2022,2023,
respectively, our per share net increase (decrease) in net assets resulting from operations was $2.07, $9.13, $12.87 and $(2.63)$12.87 for the years
ended September 30, 2024,2025, 20232024 and 2022,2023, respectively.
As
a RIC, we distribute substantially all of our taxable net income to our stockholders and have an ongoing need to raise additional capital
for for
investment purposes. To fund growth, we have a number of alternatives available to increase capital, including raising equity, increasing
debt, and funding from operational cash flow.
On April 17, 2025 (the “Third Amendment Effective Date”), in order to extend the term and increase the size of the Credit Facility, the parties to the Credit Facility amended the terms of the Credit Facility, effective as of the Third Amendment Effective Date (the “Third Amendment”). The Third Amendment increased the principal amount of the loan available under the Credit Facility by $12.5 million to $100.0 million (with potential access to up to an additional $50,000,000 pursuant to an uncommitted accordion provision) and appointed BankUnited, N.A. to assume all agency and syndication responsibilities from the prior agent and lenders. Outstanding loans under the terms of the Amendment bear a monthly interest rate ranging from ABR + 1.35% to ABR + 1.75% for any alternative base rate loans and from Term SOFR + 2.35% to Term SOFR + 2.75% for any term benchmark loans based on the total debt to tangible net worth ratio. The Amendment also extended the term of the credit facility to April 17, 2030, five years from the Effective Date. Other material terms remain substantially unchanged.
As
of September 30, 20242025 and 2023,2024, 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
and $3.4 million to four 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.
A summary of the composition of the unfunded commitments as of September 30, 20242025 and September 30, 20232024 is shown in the table below
(dollars in thousands):
On October 1, 2024, the Company consummated the acquisition of approximately
80% of the equity of The National Security Group, an Alabama based insurance holding company (“NSG”). NSG is a nationwide
underwriter of life, accident, and health insurance. In addition, NSG is a specialty underwriter of property and casualty insurance throughout
the southeast, other than Florida and Louisiana. The Company has entered into a contract with NSG to manage a portion of its investment
assets.
On
May 9, 2024, the Board of Directors declared a special dividend
in the amount of $2,645,925. This dividend was paid on June 10, 2024
to stockholders of record as of May 27, 2024. DuringOn February 6, 2025, the yearBoard ended
Septemberof 30,Directors 2022,declared a special dividend was declared in the amount of
$2,888,283 $265,798for a record date of February 17, 2025 and paid on JuneFebruary 24,19, 2022 payable on July 13, 2022 to Stockholders
of record on July 5, 2022.2025. The Company did not declare any regular distribution
payments during the years ended September 30, 2024,
20232025, 2024 and 2022.2023.
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.
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.hierarchy. The three levels are
defined below:
Non-accrual:
We place loans on non-accrual status when principal and interest payments are past due by 90 days or more, or when there is reasonable
doubt that we will collect principal or interest. Accrued interest is generally reversed when a loan is placed on non-accrual. Interest
payments received on non-accrual loans may be recognized as income or applied to principal depending upon management’s judgment.
Non-accrual loans are restored to accrual status when past due principal and interest is paid and, in our management’s judgment,
are likely to remain current. At 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.portfolio, At September
30, 2023, certain investments in four portfolio companies held by the Company were on non-accrual status withand a combined fair value of
approximately $6.5 million, or 2.9%cost of the$20.2 fair value of our portfolio.million.
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.
On October 1, 2024, the Company consummated the acquisition of approximately
80% of the equity of The National Security Group, an Alabama based insurance holding company (“NSG”). NSG is a nationwide
underwriter of life, accident, and health insurance. In addition, NSG is a specialty underwriter of property and casualty insurance throughout
the southeast, other than Florida and Louisiana. The Company has entered into a contract with NSG to manage a portion of its investment
assets.
What changed in the latest 10-Q
Risk Factors
Largest changes
We have borrowed funds, including through the issuance of $57.5 million in aggregate principal amount of 5.25% unsecured notes due November 1, 2028 (the “Notes” or the “2028 Notes”) to leverage our capital structure, which is generally considered a speculative investment technique. In addition, on December 15, 2022, the Company entered into a 3-year $50.0 million revolving credit facility (the “Credit Facility”) withsee in full comparisonwithWoodforestBank,NationalN.A.Bank (“Woodforest”), Valley National Bank, and Axiom Bank, (collectively, the “Lenders”), which was amended on February 21, 2024 to increase the principal amount of the loan available under the Credit Facility by $12.5 million toto$62.5 million. On August 5, 2024 (the “Second Amendment Effective Date”), in order to increase the size of the Credit Facility,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 the loan available under the Credit Facility by $25 million toto$87.5 million.
As ofsee in full comparisonMarchJune31,30, 2026, there was $147.5 million of outstanding borrowings. The weighted average interest rate charged on our borrowings as ofMarchJune31,30, 2026 was5.9%5.8% (exclusive of debt issuance costs). We will need to generate sufficient cash flow to make these required interest payments. If we are unable to meet the financial obligations under the Notes, the holders thereof will have the right to declare the principal amount and accrued and unpaid interest on the outstanding Notes to be due and payable immediately. If we are unable to meet the financial obligations under the Credit Facility or any other credit facility we enter into, the lenders thereunder would likely have a superior claim to our assets over our stockholders.
Full comparison: every changed paragraph (5)
In
addition to other information set forth in this report, you should carefully consider the “Risk Factors” discussed in our
annual report on Form 10-K for the fiscal year ended September 30, 2025, filed with the SEC on December 12, 2025, which could materially
affect our business, financial condition and/or operating results. Other than the items disclosed below (which are being re-disclosed
in this report in light of the board of directors’ recent approval of the reduced minimum asset coverage ratio), there have been
no material changes during the sixnine months ended MarchJune 31,30, 2026 to the risk factors discussed in “Item 1A. Risk Factors” of
of our annual report on Form 10-K. Additional risks or uncertainties not currently known to us or that we currently deem to be immaterial
also may materially affect our business, financial condition and/or operating results.
Because we use borrowed funds to make investments
or fund our business operations, we are exposed to risks typically associated with leverage which increaseincreases the risk of investing in
us.
We have borrowed funds, including through the
issuance of $57.5 million in aggregate principal amount of 5.25% unsecured notes due November 1, 2028 (the “Notes” or the
“2028 Notes”) to leverage our capital structure, which is generally considered a speculative investment technique. In addition,
on December 15, 2022, the Company entered into a 3-year $50.0 million revolving credit facility (the “Credit Facility”) with
with Woodforest Bank,National N.A.Bank (“Woodforest”), Valley National Bank, and Axiom Bank, (collectively, the “Lenders”),
which was amended on February 21, 2024 to increase the principal amount of the loan available under the Credit Facility by $12.5 million
to to
$62.5 million. On August 5, 2024 (the “Second Amendment Effective Date”), in order to increase the size of the Credit
Facility, 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 the loan available under the Credit Facility by $25 million
to to
$87.5 million.
As of MarchJune 31,30, 2026, the Company’s asset
coverage was 204.3%207.0% after giving effect to leverage and therefore the Company’s asset coverage is above 200%, the minimum asset
coverage requirement presently applicable to the Company under the 1940 Act.
As
of MarchJune 31,30, 2026, there was $147.5 million
of outstanding borrowings. The weighted average interest rate charged on our borrowings as
of MarchJune 31,30, 2026 was 5.9%5.8% (exclusive of debt
issuance costs). We will need to generate sufficient cash flow to make these required interest
payments. If we are unable to meet the
financial obligations under the Notes, the holders thereof will have the right to declare the
principal amount and accrued and unpaid
interest on the outstanding Notes to be due and payable immediately. If we are unable to meet
the financial obligations under the Credit
Facility or any other credit facility we enter into, the lenders thereunder would likely have
a superior claim to our assets over our
stockholders.
Management's Discussion & Analysis (MD&A)
Largest changes
During the three months endedsee in full comparisonMarchJune31,30, 2025, we recognized$1.1$(12.0) million of net realized losses on our portfolio investments. During thesixnine months endedMarchJune31,30, 2025, we recognized$0.1$(11.9) million of net realizedgainlosses on our portfolio investments. The net realized losses for the three months endedMarchJune31,30, 2025 were due to the realizedlosslosses of $10.3 million on Black Angus Steakhouses, LLC, $1.0 million on Lighting Science Group Corporation, and $0.7 million on Velocity Pooling Vehicle, LLC. The net realized losses for nine months ended June 30, 2025 were primarily due to the realized losses of $10.3 million on Black Angus Steakhouses, LLC, $1.9 million on Point.360, $1.0 million on Lighting Science Group Corporation, and $0.7 million on Velocity Pooling Vehicle LLC, offset by a realized gain on PHH Mortgage Corp. for $0.8 million and realized gains on Altisource S.A.R.L., CB&L Associates Holdco I, LLC, and All Around Roustabout,Roustabout,LLC of $0.7 million.The realized gains for six months ended were primarily due to a realized gain on PHH Mortgage Corp. for $0.8 million, a realized gain on Chimera Investment Corp for $0.3 million, and realized gains on Altisource S.A.R.L., CB&L Associates Holdco I, LLC, and All Around Roustabout, LLC of $0.7 million, offset by a realized loss of $1.9 million on Point.360.
“For the nine months ended June 30, 2026, we recorded a net increase in net assets resulting from operations of $0.6 million compared to a net increase in net assets resulting from operations of $0.1 million for the nine months ended June 30, 2025. Based on 1,969,108 and 2,018,962 weighted average common shares outstanding for the nine months ended June 30, 2026 and 2025, respectively, our per share net increase (decrease) in net assets resulting from operations was $0.30 for the nine months ended June 30, 2026 and $0.03 for the nine months ended June 30, 2025.”see in full comparison
For thesee in full comparisonsixnine months endedMarchJune31,30, 2026, we had $(5.53.7) million of net unrealized depreciation on investments. The net unrealized depreciation resulted primarily from unrealized losses onNVTNNVTN, LLCforof$3.7$(3.8) million, Altisource S.A.R.L.forof$3.4$(2.8) million, MB Precision Investment Holdings LLC of $(2.5) million, Lucky Bucks, LLC of $(1.9) million, andMBAdvocatesPrecisionforHoldingsDisabled Vets, LLCforof$1.5$(1.6) million, offset by unrealized gains on NSG Captive Inc. of $3.6 million, FST Holdings Parent, LLC of $2.0 million, Power Stop LLC of $1.1 million, ECC CapitalCorpCorp.forof$3.0$0.9 million, and JFL-NGS-WCS Partners, LLC of $0.9 million.
“For the three months ended June 30, 2025, we had $9.3 million of net unrealized gains. The net unrealized appreciation resulted from the reversal of the unrealized loss on Black Angus Steakhouses, LLC for $9.1 million, Lighting Science Group Corporation for $1.0 million, and Velocity Pooling Vehicle, LLC for $0.7 million as well as unrealized gains on ECC Capital Corporation for $1.4 million, offset by unrealized losses on JFL-NGS-WCS Partners, LLC of $(1.5) million and unrealized losses on Power Stop of $(1.1) million.”see in full comparison
“For the three months ended March 31, 2025, we had $(0.5) million of net unrealized depreciation on investments. The net unrealized depreciation resulted from unrealized depreciation on JFL-NGS-WCS Partners, LLC for $0.9 million, NVTN LLC for $0.9 million, ECC Capital Corp. for $0.4 million, and Staples, Inc. for $0.3 million, offset by the reversal of the unrealized loss on Point.360 for $2.1 million.”see in full comparison
“For the nine months ended June 30, 2025, we had $8.5 million of net unrealized gains. The net unrealized appreciation resulted from the reversal of the unrealized loss on Black Angus Steakhouses, LLC for $8.2 million, Lighting Science Group Corporation for $1.0 million, and Velocity Pooling Vehicle, LLC for $0.7 million, offset by unrealized losses on NVTN LLC of $(1.7) million.”see in full comparison
Full comparison: every changed paragraph (37)
We
have evaluated subsequent events from March
31,June 30, 2026, through the filing date of this quarterly report on Form 10-Q. However, as the discussion
in this Item 2. Management’s
Discussion and Analysis of Financial Condition and Results of Operations relates to the Company’s
financial statements for the
quarterly period ended MarchJune 31,30, 2026, the analysis contained herein may not fully account for market event
impacts. As of MarchJune 31,30, 2026,
the Company valued its portfolio investments in conformity with U.S. generally accepted accounting principles
(“GAAP”) based
on the facts and circumstances known by the Company at that time or reasonably expected to be known at that
time. Due to the overall volatility
that market events may have caused during the months following our most recent valuation (as of March 31,June
30, 2026), any valuations conducted
now or in the future in conformity with U.S. GAAP could result in a lower fair value of our portfolio.
In 2023, the Federal Reserve raised short-term
interest rates. Additional interest rate increases may come. Changing interest rates may have unpredictable effects on markets, may result
in heightened market volatility and may detract from our performance to the extent we are exposed to such interest rates and/or volatility.
In periods of rising interest rates, such as the current interest rate environment, to the extent we borrow money subject to a floating
interest rate, our cost of funds would increase,
which could reduce our net investment income. Further, rising interest rates could also
adversely affect our performance if such increases
cause our borrowing costs to rise at a rate in excess of the rate that our investments
yield. Further, rising interest rates could also
adversely affect our performance if we hold investments with floating interest rates,
subject to specified minimum interest rates (such
as a SOFR floor), while at the same time engaging in borrowings subject to floating
interest rates not subject to such minimums. In such
a scenario, rising interest rates may increase our interest expense, even though
our interest income from investments is not increasing
in a corresponding manner as a result of such minimum interest rates.
During
the three and sixnine months ended MarchJune 31,
30, 2026, the Company recorded an expense of $66,875$0 and $133,750,$0, respectively, for these awards.
During the three and sixnine months ended March
31,June 30, 2025, the Company recorded an expense of $303,848$275,342 and $630,168,$905,510, respectively, for these
awards.
As
of MarchJune 31,30, 2026 and September 30, 2025, our
portfolio had a fair market value of approximately $295.8$301.6 million and $302.3 million, respectively.
During the sixnine months ended MarchJune 31,30, 2026, we
received proceeds from sale and settlements of investments of $30.4$47.9 million, including principal proceeds, net realized gains on investments
of $0.4$0.0 million and invested $28.6$48.7 million.
During the sixnine months ended MarchJune 31,30, 2025, we
received proceeds from sale and settlements of investments of $74.0$90.8 million, including principal proceeds, net realized gainslosses on investments
of $0.1$(11.9) million and invested $132.9$159.5 million.
The
following table summarizes the amortized cost
and the fair value of investments as of MarchJune 31,30, 2026 (dollars in thousands):
As of MarchJune 31,30, 2026, our income-bearing investment
portfolio based upon cost represented 61.1%63.0% of our total portfolio of which 63.6%63.9% bore interest based on floating rates, such as SOFR,
10.3%8.3% bore interest at fixed rates, and 26.1%27.8% are income-producing equity investments. As of September 30, 2025, our income-bearing investment
portfolio based upon cost represented 64.8% of our total portfolio of which 58.8% bore interest based on floating rates, such as SOFR,
14.9% bore interest at fixed rates, and 26.3% are income-producing equity investments. As of MarchJune 31,30, 2026, the Company had a weighted
average yield of 13.1%13.2% on debt and other income producing investments. As of September 30, 2025, the Company had a weighted average yield
of 12.8% on debt and other income producing investments. The weighted average yield of our total portfolio does not represent the total
return to our stockholders.
The
following table shows the distribution of
our investments on the 1 to 5 investment performance rating scale at fair value as of March 31,June
30, 2026 and September 30, 2025 (dollars in
thousands):
Operating
results for three and sixnine months ended
March 31,June 30, 2026 and 2025 are as follows (dollars in thousands):
For
the three months ended MarchJune 31,30, 2026, investment
income totaled $5.2$6.5 million, of which $4.1$4.4 million was attributable to portfolio interest,
approximately $0.9$1.8 million was attributable
to dividend income, $0.2$0.3 million was attributable to fee and other income, and $0.0 million
was attributable to interest on cash and cash
equivalents. For the sixnine months ended MarchJune 31,30, 2026, investment income totaled $11.9$18.3 million,
of which $8.0$12.4 million was attributable
to portfolio interest, approximately $3.4$5.2 million was attributable to dividend income, $0.4$0.6 million
was attributable to fee and other
income, and $0.1 million was attributable to interest on cash and cash equivalents. Dividend income
was received from nine investments
during the sixnine months ended MarchJune 31,30, 2026.
For
the three months ended MarchJune 31,30, 2025, investment
income totaled $6.0$6.2 million, of which $3.9$4.6 million was attributable to portfolio interest,
approximately $2.1$0.9 million was attributable
to dividend income, $0.0$0.7 million was attributable to fee and other income, and $0.0$27.8 million thousand
was attributable to interest on cash and cash
equivalents. For the sixnine months ended MarchJune 31,30, 2025, investment income totaled $12.2$18.4 million,
of which $7.8$12.4 million was attributable
to portfolio interest, approximately $4.2$5.1 million was attributable to dividend income, $0.1$0.8 million
was attributable to fee and other
income, and $0.1 million was attributable to interest on cash and cash equivalents. Dividend income
was received from eightseven investments
during the sixnine months ended MarchJune 31,30, 2025.
Operating
expenses for the three and sixnine months
ended MarchJune 31,30, 2026 and 2025 are as follows (dollars in thousands):
For the three months ended MarchJune 31,30, 2026, total
operating expenses decreased by $(0.6) million, or (11.912.5)% compared to the three months ended MarchJune 31,30, 2025. For the sixnine months ended
MarchJune 31,30, 2026, total operating expenses decreased by $(0.71.3) million, or (6.88.8)% compared to the sixnine months ended MarchJune 31,30, 2025.
Interest
and financing expenses for the three
months ended MarchJune 31,30, 2026 decreased by $(0.3) million, or (10.412.8) % compared to the three months
ended June 30, 2025. Interest and financing expenses for the nine months ended MarchJune 31,30, 2026 decreased by $(0.7) million, or (9.3)% compared
to the nine months ended June 30, 2025. The decrease in
interest and financing expenses for the three and sixnine months ended MarchJune 31, 30,
2026 was primarily due to borrowing at lower floating interest
rates on the Credit Facility.
Professional
fees and general and administrative
expenses for the three months ended MarchJune 31,30, 2026 increaseddecreased by $(0.1) million, or (12.99.0)% compared
to the three months ended MarchJune 31,30, 2025. Professional fees and general and administrative expenses for the nine months ended June 30,
2026 decreased by $(0.1) million, or (2.9)% compared to the nine months ended June 30, 2025.
During
the three months ended MarchJune 31,30, 2026,
we recognized $1.1$0.4 million of realized lossesgains on our portfolio investments. The realized lossesgains for
the three months ended MarchJune 31,30, 2026
were primarily due to realized lossesgains of $0.3 million on salesCompass ofDiversified Copper Property CTL Pass Through Trust for $0.6 million and Chimera Investment Corp
for $0.4 million.Holdings.
During the sixnine months ended MarchJune 31,30, 2026, we
recognized $0.4$(14.2) millionthousand of realized losses on our portfolio investments. The realized losses for the sixnine months ended MarchJune 31,30, 2026
were were
primarily due to realized losses on sales of Copper Property CTL Pass Through Trust forof $0.6$(0.6) million and Chimera Investment Corp forof $0.4$(0.4)
million, offset by realized gains on salesCompass Diversified Holdings of Neptune Bidco US Inc. for $0.4 million andmillion, CB&L Associates Holdco I, LLC forof $0.3$0.4 million and
Neptune Bidco US, Inc. of $0.4 million.
During
the three months ended MarchJune 31,30, 2025,
we recognized $1.1$(12.0) million of net realized losses on our portfolio investments. During the six nine
months ended MarchJune 31,30, 2025, we recognized
$0.1 $(11.9) million of net realized gainlosses on our portfolio investments. The net realized losses
for the three months ended MarchJune 31,30, 2025 were due to the realized
loss losses of $10.3 million on Black Angus Steakhouses, LLC, $1.0 million
on Lighting Science Group Corporation, and $0.7 million on Velocity Pooling Vehicle, LLC. The net realized losses for nine months ended
June 30, 2025 were primarily due to the realized losses of $10.3 million on Black Angus Steakhouses, LLC, $1.9 million on Point.360,
$1.0 million on Lighting Science Group Corporation, and $0.7 million on Velocity Pooling Vehicle LLC, offset by a realized gain on PHH
Mortgage Corp. for $0.8 million and realized gains on Altisource S.A.R.L., CB&L Associates Holdco I, LLC, and All Around Roustabout,
Roustabout, LLC of $0.7 million. The realized gains for six months ended were primarily due to a realized gain on PHH Mortgage Corp. for
$0.8 million, a realized gain on Chimera Investment Corp for $0.3 million, and realized gains on Altisource S.A.R.L., CB&L Associates
Holdco I, LLC, and All Around Roustabout, LLC of $0.7 million, offset by a realized loss of $1.9 million on Point.360.
For the three months ended MarchJune 31,30, 2026, we had
had $1.7$1.8 million of net unrealized appreciation on investments. The net unrealized appreciation resulted primarily from unrealized gains
on FST Holdings Parent for $1.2 million, NVTN LLC for $1.2 million, and WHI Global LLC for $1.0 million, offset by unrealized losses on
MBNSG PrecisionCaptive, Holdings LLC for $1.4 million.Inc.
For the sixnine months ended MarchJune 31,30, 2026, we had
$(5.53.7) million of net unrealized depreciation on investments. The net unrealized depreciation resulted primarily from unrealized losses
on NVTNNVTN, LLC forof $3.7$(3.8) million, Altisource S.A.R.L. forof $3.4$(2.8) million, MB Precision Investment Holdings LLC of $(2.5) million, Lucky Bucks,
LLC of $(1.9) million, and MBAdvocates Precisionfor HoldingsDisabled Vets, LLC forof $1.5$(1.6) million, offset by unrealized
gains on NSG Captive Inc. of $3.6
million, FST Holdings Parent, LLC of $2.0 million, Power Stop LLC of $1.1 million, ECC Capital CorpCorp. forof $3.0$0.9 million, and JFL-NGS-WCS
Partners, LLC of $0.9 million.
For the three months ended June 30, 2025, we had $9.3 million of net unrealized gains. The net unrealized appreciation resulted from the reversal of the unrealized loss on Black Angus Steakhouses, LLC for $9.1 million, Lighting Science Group Corporation for $1.0 million, and Velocity Pooling Vehicle, LLC for $0.7 million as well as unrealized gains on ECC Capital Corporation for $1.4 million, offset by unrealized losses on JFL-NGS-WCS Partners, LLC of $(1.5) million and unrealized losses on Power Stop of $(1.1) million.
For the nine months ended June 30, 2025, we had $8.5 million of net unrealized gains. The net unrealized appreciation resulted from the reversal of the unrealized loss on Black Angus Steakhouses, LLC for $8.2 million, Lighting Science Group Corporation for $1.0 million, and Velocity Pooling Vehicle, LLC for $0.7 million, offset by unrealized losses on NVTN LLC of $(1.7) million.
For the three months ended March 31, 2025, we
had $(0.5) million of net unrealized depreciation on investments. The net unrealized depreciation resulted from unrealized depreciation
on JFL-NGS-WCS Partners, LLC for $0.9 million, NVTN LLC for $0.9 million, ECC Capital Corp. for $0.4 million, and Staples, Inc. for $0.3
million, offset by the reversal of the unrealized loss on Point.360 for $2.1 million.
For the six months ended March 31, 2025, we
had $(0.8) million of net unrealized depreciation on investments. The net unrealized depreciation resulted from unrealized depreciation
on NVTN LLC of $1.1 million, Black Angus Steakhouses, LLC for $1.0 million, and NSG Captive Inc. for $0.8 million, offset by the reversal
of the unrealized loss on Point.360 for $2.1 million.
Certain consolidated subsidiaries
of ours are
subject to U.S. federal and state income taxes. These taxable subsidiaries are not consolidated with the Company for income
tax purposes,
but are consolidated for GAAP purposes, and may generate income tax liabilities or assets from temporary differences in
the recognition
of items for financial reporting and income tax purposes at the subsidiaries. For the three and sixnine months ended March
31,June 30, 2026 the Company
recorded a change in provision for deferred taxes of $(166,01586,737) and $(589,444676,181), respectively.
For the three months
ended MarchJune 31,30, 2026, we
recorded a net increase in net assets resulting from operations of $1.1$4.2 million compared to a net decrease in
net assets resulting from
operations of $(0.91.5) million for the three months ended MarchJune 31,30, 2025. Based on 1,972,9431,932,597 and 2,019,7782,017,330 weighted
average common shares
outstanding for the three months ended MarchJune 31,30, 2026 and 2025, respectively, our per share net increase (decrease)
in net assets resulting
from operations was $0.57$2.19 for the three months ended MarchJune 31,30, 2026 and $(0.440.74) for the three months ended March 31,June
30, 2025.
For the nine months ended June 30, 2026, we recorded a net increase in net assets resulting from operations of $0.6 million compared to a net increase in net assets resulting from operations of $0.1 million for the nine months ended June 30, 2025. Based on 1,969,108 and 2,018,962 weighted average common shares outstanding for the nine months ended June 30, 2026 and 2025, respectively, our per share net increase (decrease) in net assets resulting from operations was $0.30 for the nine months ended June 30, 2026 and $0.03 for the nine months ended June 30, 2025.
As
of MarchJune 31,30, 2026 and September 30, 2025, we
had $3.1$2.2 million and $7.3 million, respectively, in cash and cash equivalents.
On
January 11, 2021, the Company announced that
its board of directors approved a share repurchase program. On February 9, 2022, the Board
of Directors approved the expansion of the
amount authorized for repurchase under the Company’s share repurchase program from $15
million to $25 million. On February 8, 2023,
the Board of Directors approved the further expansion of the amount authorized for repurchase
under the Company’s share repurchase
program from $25 million to $35 million. Under the share repurchase program, the Company repurchased
an aggregate of 787,425791,236 shares of
common stock through MarchJune 31,30, 2026, or 28.9%29.0% of shares outstanding as of the program’s inception,
with a total cost of $32.2$32.3 million.
The total remaining amount authorized under the expanded share repurchase program at MarchJune 31,30, 2026
was approximately $2.8$2.7 million.
On
December 15, 2022, the Company and its wholly-owned
subsidiaries executed a three-year, $50 million revolving credit facility (the “Credit
Facility”) with WoodForestWoodforest Bank,
N.A.National Bank (“WoodForest”Woodforest), Valley National Bank, and Axiom Bank, (collectively, the “Lenders”). WoodForest
Woodforest was the
administrative agent, sole bookrunner and sole lead arranger. The Credit Facility had an original maturity date of
December 15, 2025.
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
amended the terms of the Credit Facility, effective as of the Third Amendment Effective Date (the “Third Amendment”). The
Third Amendment
increased the principal amount of the loan available under the Credit Facility by $12.5 million to $100.0 million (with
potential access
to up to an additional $50,000,000 pursuant to an uncommitted accordion provision) and appointed BankUnited, N.A. to
assume all agency
and syndication responsibilities from the prior agent and lenders. Outstanding loans under the terms of the Amendment
bear a monthly interest
rate ranging from ABR + 1.35% to ABR + 1.75% for any alternative base rate loans and from Term SOFR + 2.35% to
Term SOFR + 2.75% for any
term benchmark loans based on the total debt to tangible net worth ratio. The Amendment also extended the term
of the credit facility
to April 17, 2030, five years from the Effective Date. Other material terms remain substantially unchanged. As
of MarchJune 31,30, 2026, there
was $90.0 million of outstanding borrowings by the Company under the Credit Facility. As of MarchJune 31,30, 2026, the
Company was in compliance
in all respects with the terms of the Credit FacilityFacility.
As
of MarchJune 31,30, 2026 and September 30, 2025, we
had commitments under loan and financing agreements to fund up to $3.4$10.6 million to sixeight portfolio
companies and $5.5 million to
six portfolio companies, respectively. These commitments are primarily composed of senior secured term
loans and revolvers, and the determination
of their fair value is included in the Consolidated Schedule of Investments. The commitments
are generally subject to the borrowers meeting
certain criteria such as compliance with covenants and certain operational metrics. The
terms of the borrowings and financings subject
to commitment are comparable to the terms of other loan and equity securities in our portfolio.
A summary of the composition of the unfunded
commitments as of MarchJune 31,30, 2026 and September 30, 2025 is shown in the table below (dollars
in thousands):
The
following table shows our payment obligations by calendar year for repayment of debt and other contractual obligations at MarchJune 31,30, 2026
(dollars in thousands):
The
CompanyBoard didof notDirectors declaredeclared anya distributionspecial paymentsdividend duringeffective theMay six5, months2026 endedof March$0.07 31,per share. This dividend was paid on May 28, 2026 to stockholders
of record as of May 18, 2026. 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
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 assets. During the three and sixnine months ended MarchJune 31,30, 2026, the Company recognized
$0.2 million and $0.3$0.5 million of income, respectively, related to these contracts. During the three and sixnine months ended MarchJune 31,30, 2025,
the Company recognized $0.2$0.4 million and $0.3$0.6 million of income, respectively, related to these contracts.
Non-accrual:
We place loans on non-accrual status when principal and interest payments are past due by 90 days or more, or when there is reasonable
doubt that we will collect principal or interest. Accrued interest is generally reversed when a loan is placed on non-accrual. Interest
payments received on non-accrual loans may be recognized as income or applied to principal depending upon management’s judgment.
Non-accrual loans are restored to accrual status when past due principal and interest is paid and, in our management’s judgment,
are likely to remain current. At MarchJune 31,30, 2026, a certain investment in one portfolio company held by the Company was on non-accrual
status with a fair value of approximately $0.0 million, or 0%0.0% of the fair value of our portfolio, and a cost of $7.6 million. 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.
PFX insider buying and selling (Form 4)
Since 2026-04-11, insiders reported open-market purchases in 2 Form 4 filings (1 insider, 4 trade dates, 50,721 shares, about $2.1M) and open-market sales in 0 filings. Net open-market shares: 50,721 (purchases minus sales); net value about $2.1M.Totals add up every open-market (code P and S) line in those filings, using the prices reported in the filings. Awards, option exercises, tax withholding and gifts are listed below but not counted.
| Trade date | Insider | Transaction | Shares | Price | Value |
|---|---|---|---|---|---|
| 2026-06-03 | Lorber David A |
Open-market purchase | 3,183 | $45.49 | $144.8K |
| 2026-06-03 | Lorber David A |
Open-market purchase | 800 | $44.40 | $35.5K |
| 2026-06-02 | Lorber David A |
Open-market purchase | 2,473 | $44.95 | $111.2K |
| 2026-06-01 | Lorber David A |
Open-market purchase | 1 | $41.20 | $41 |
| 2026-06-01 | Lorber David A |
Open-market purchase | 1,363 | $44.37 | $60.5K |
| 2026-06-01 | Lorber David A |
Open-market purchase | 836 | $44.99 | $37.6K |
| 2026-05-12 | Lorber David A |
Open-market purchase | 42,065 | $39.95 | $1.7M |
Well-known investors holding PFX (13F)
None of the 59 investors we track reported a position in their latest 13F.