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| Share Name | Share Symbol | Market | Type |
|---|---|---|---|
| CION Investment Corporation | NYSE:CION | NYSE | Common Stock |
| Price Change | % Change | Share Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
|---|---|---|---|---|---|---|---|---|
| 0.27 | 2.33% | 11.87 | 11.94 | 11.605 | 11.605 | 411,047 | 21:15:24 |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event
reported): November 7, 2024 (
(Exact Name of Registrant as Specified in Charter)
| (State or Other Jurisdiction of Incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) |
| (Address of Principal Executive Offices) |
| ( |
||
| (Registrant’s telephone number, including area code) |
| Not applicable | ||
| (Former name or former address, if changed since last report) |
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading symbol(s) | Name of each exchange on which registered | ||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Item 2.02. Results of Operations and Financial Condition.
Quarterly Base Distribution
The board of directors (the “Board”) of CĪON Investment Corporation (“CION”) has delegated to CION’s executive officers the authority to determine the amount, record dates, payment dates and other terms of distributions to shareholders, which will be ratified by the Board on a quarterly basis.
On November 4, 2024, CION’s co-chief executive officers declared a quarterly base distribution of $0.36 per share for the fourth quarter of 2024 payable on December 16, 2024 to shareholders of record as of December 2, 2024. A copy of the press release announcing the foregoing is attached hereto as Exhibit 99.1 and incorporated by reference herein.
Q3 2024 Financial Results
On November 7, 2024, CION issued a press release announcing its financial results for the third quarter ended September 30, 2024. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated by reference herein.
In connection with its conference call to be held on November 7, 2024 to discuss its financial results for the third quarter ended September 30, 2024, CION has provided an accompanying slide presentation in the Investor Resources section of its website at www.cionbdc.com. A copy of the presentation is also attached hereto as Exhibit 99.2 and incorporated by reference herein.
The information disclosed under this Item 2.02, including Exhibits 99.1 and 99.2 hereto, is being “furnished” and shall not be deemed “filed” by CION for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and shall not be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
Item 7.01. Regulation FD Disclosure.
The information in Item 2.02 of this Current Report on Form 8-K is incorporated by reference into this Item 7.01.
Item 9.01. Financial Statements and Exhibits.
| (d) | Exhibits. |
| 99.1 | Press Release dated November 7, 2024. |
| 99.2 | CĪON Investment Corporation Third Quarter 2024 Earnings Presentation. |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
| SIGNATURES |
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
CĪON Investment Corporation
| ||
| Date: | November 7, 2024 | By: /s/ Michael A. Reisner |
| Co-Chief Executive Officer |
Exhibit 99.1
CION INVESTMENT CORPORATION REPORTS THIRD QUARTER 2024 FINANCIAL RESULTS
Solid Performance and Increased Financial Flexibility
For Immediate Release
NEW YORK, NY, November 7, 2024 — CION Investment Corporation (NYSE: CION) (“CION” or the “Company”) today reported financial results for the third quarter ended September 30, 2024 and filed its Form 10-Q with the U.S. Securities and Exchange Commission.
CION also announced that, on November 4, 2024, its co-chief executive officers declared a fourth quarter 2024 base distribution of $0.36 per share, payable on December 16, 2024 to shareholders of record as of December 2, 2024.
THIRD QUARTER AND OTHER HIGHLIGHTS
| · | Net investment income and earnings per share for the quarter ended September 30, 2024 were $0.40 per share and $(0.01) per share, respectively; |
| · | Net asset value per share was $15.73 as of September 30, 2024 compared to $16.08 as of June 30, 2024, a decrease of $0.35 per share, or 2.2%. The decrease was primarily due to mark-to-market price declines to the Company’s portfolio during the quarter ended September 30, 2024; |
| · | As of September 30, 2024, the Company had $1.07 billion of total principal amount of debt outstanding, of which 51% was comprised of senior secured bank debt and 49% was comprised of unsecured debt. The Company’s net debt-to-equity ratio was 1.18x as of September 30, 2024 compared to 1.13x as of June 30, 2024; |
| · | As of September 30, 2024, the Company had total investments at fair value of $1.75 billion in 103 portfolio companies across 24 industries. The investment portfolio was comprised of 85.5% senior secured loans, including 85.3% in first lien investments;1 |
| · | During the quarter, the Company funded new investment commitments of $78 million, funded previously unfunded commitments of $15 million, and had sales and repayments totaling $154 million, resulting in a net decrease to the Company's funded portfolio of $61 million; |
| · | As of September 30, 2024, investments on non-accrual status amounted to 1.85% and 3.40% of the total investment portfolio at fair value and amortized cost, respectively, compared to 1.36% and 2.69%, respectively, as of June 30, 2024; |
| · | During the quarter, the Company repurchased 165,737 shares of its common stock under its 10b5-1 trading plan at an average price of $12.08 per share for a total repurchase amount of $2.0 million. Through September 30, 2024, the Company repurchased a total of 3,598,554 shares of its common stock under its 10b5-1 trading plan at an average price of $10.09 per share for a total repurchase amount of $36.3 million; |
| · | On July 15, 2024, the Company further amended its $675 million senior secured credit facility with JPMorgan Chase Bank, National Association (“JPM”) to (i) reduce the credit spread on the floating interest rate payable by the Company on advances from the three-month SOFR plus a credit spread of 3.20% per year to the three-month SOFR plus a credit spread of 2.55% per year, and (ii) extend the reinvestment period from July 15, 2024 to June 15, 2026 and the maturity date from May 15, 2025 to June 15, 20272; |
| · | On September 18, 2024, the Company completed a private offering pursuant to which the Company issued an additional $100 million of its unsecured notes due 2027, which bear interest at a floating rate equal to the three-month SOFR plus a credit spread of 3.90% per year; |
| · | On September 24, 2024, the Company fully repaid all outstanding borrowings of $30 million under its 2021 term loan from an Israeli institutional investor that was due on September 30, 2024; |
| · | On September 30, 2024, the Company entered into a 3-year unsecured term loan agreement with an Israeli institutional investor under which the Company borrowed $30 million, which bears interest at a floating rate equal to the three-month SOFR plus a credit spread of 3.80% per year; and |
| · | On October 3, 2024, the Company completed a public baby bond offering in the U.S. pursuant to which the Company issued $172.5 million of its unsecured 7.50% Notes due 2029, which listed and commenced trading on the NYSE under the ticker symbol "CICB" on October 9, 2024. |
DISTRIBUTIONS
| · | For the quarter ended September 30, 2024, the Company paid a quarterly base distribution totaling $19.2 million, or $0.36 per share. |
Michael A. Reisner, co-Chief Executive Officer of CION, commented:
“I’m pleased with CION’s quarterly results as we continue to navigate a highly competitive credit environment. Additionally, we were very active in managing the right side of CION’s balance sheet in the third quarter. These transactions have given CION a more flexible balance sheet that we believe is better positioned to withstand potential volatility heading into next year.”
SELECTED FINANCIAL HIGHLIGHTS
| As of | ||||||||
| (in thousands, except per share data and ratios) | September 30, 2024 | June 30, 2024 | ||||||
| Investment portfolio, at fair value1 | $ | 1,752,726 | $ | 1,822,963 | ||||
| Total debt outstanding3 | $ | 1,069,844 | $ | 1,069,844 | ||||
| Net assets | $ | 839,190 | $ | 860,806 | ||||
| Net asset value per share | $ | 15.73 | $ | 16.08 | ||||
| Debt-to-equity ratio | 1.28 | x | 1.24 | x | ||||
| Net debt-to-equity ratio | 1.18 | x | 1.13 | x | ||||
| Three Months Ended | ||||||||
| (in thousands, except share and per share data) | September 30, 2024 | June 30, 2024 | ||||||
| Total investment income | $ | 59,627 | $ | 61,357 | ||||
| Total operating expenses and income tax expense | $ | 38,009 | $ | 38,394 | ||||
| Net investment income after taxes | $ | 21,618 | $ | 22,963 | ||||
| Net realized gains (losses) | $ | 3,938 | $ | (20,277 | ) | |||
| Net unrealized (losses) gains | $ | (25,935 | ) | $ | 19,692 | |||
| Net (decrease) increase in net assets resulting from operations | $ | (379 | ) | $ | 22,378 | |||
| Net investment income per share | $ | 0.40 | $ | 0.43 | ||||
| Net realized and unrealized losses per share | $ | (0.41 | ) | $ | (0.01 | ) | ||
| Earnings per share | $ | (0.01 | ) | $ | 0.42 | |||
| Weighted average shares outstanding | 53,439,316 | 53,595,624 | ||||||
| Distributions declared per share | $ | 0.36 | $ | 0.41 | ||||
Total investment income for the three months ended September 30, 2024 and June 30, 2024 was $59.6 million and $61.4 million, respectively. The decrease in total investment income was primarily driven by lower dividend income from equity securities during the three months ended September 30, 2024 compared to the three months ended June 30, 2024. This was partially offset by higher transaction fees during the three months ended September 30, 2024 compared to the three months ended June 30, 2024.
Operating expenses for the three months ended September 30, 2024 and June 30, 2024 were $38.0 million and $38.4 million, respectively. The decrease in operating expenses was primarily driven by lower advisory fees due to a decrease in total investment income during the quarter ended September 30, 2024 as compared to the quarter ended June 30, 2024.
PORTFOLIO AND INVESTMENT ACTIVITY1
A summary of the Company's investment activity for the three months ended September 30, 2024 is as follows:
| New Investment Commitments | Sales
and | |||||||||||||||
| Investment Type (in thousands) | Amount | Percentage of Total | Amount | Percentage of Total | ||||||||||||
| Senior secured first lien debt | $ | 94,995 | 99 | % | $ | 132,198 | 86 | % | ||||||||
| Senior secured second lien debt | — | — | 11,500 | 8 | % | |||||||||||
| Collateralized securities and structured products - equity | — | — | 21 | — | ||||||||||||
| Equity | 1,182 | 1 | % | 9,861 | 6 | % | ||||||||||
| Total | $ | 96,177 | 100 | % | $ | 153,580 | 100 | % | ||||||||
During the three months ended September 30, 2024, new investment commitments were made across 1 new and 10 existing portfolio companies. During the same period, the Company exited its investments in 5 portfolio companies, 1 via sale and 4 via full repayment. As a result, the number of portfolio companies decreased from 107 as of June 30, 2024 to 103 as of September 30, 2024.
PORTFOLIO SUMMARY1
As of September 30, 2024, the Company’s investments consisted of the following:
| Investments at Fair Value | ||||||||
| Investment Type (in thousands) | Amount | Percentage of Total | ||||||
| Senior secured first lien debt | $ | 1,494,524 | 85.3 | % | ||||
| Senior secured second lien debt | 3,873 | 0.2 | % | |||||
| Collateralized securities and structured products - equity | 685 | — | ||||||
| Unsecured debt | 11,761 | 0.7 | % | |||||
| Equity | 241,883 | 13.8 | % | |||||
| Total | $ | 1,752,726 | 100.0 | % | ||||
The following table presents certain selected information regarding the Company’s investments:
| As of | ||||||||
| September 30, 2024 | June 30, 2024 | |||||||
| Number of portfolio companies | 103 | 107 | ||||||
| Percentage of performing loans bearing a floating rate4 | 94.3 | % | 94.5 | % | ||||
| Percentage of performing loans bearing a fixed rate4 | 5.7 | % | 5.5 | % | ||||
| Yield on debt and other income producing investments at amortized cost5 | 12.23 | % | 12.86 | % | ||||
| Yield on performing loans at amortized cost5 | 12.73 | % | 13.26 | % | ||||
| Yield on total investments at amortized cost | 10.88 | % | 11.48 | % | ||||
| Weighted average leverage (net debt/EBITDA)6 | 5.02 | x | 4.74 | x | ||||
| Weighted average interest coverage6 | 2.14 | x | 2.01 | x | ||||
| Median EBITDA7 | $32.8 million | $32.8 million | ||||||
As of September 30, 2024, investments on non-accrual status represented 1.85% and 3.40% of the total investment portfolio at fair value and amortized cost, respectively. As of June 30, 2024, investments on non-accrual status represented 1.36% and 2.69% of the total investment portfolio at fair value and amortized cost, respectively.
LIQUIDITY AND CAPITAL RESOURCES
As of September 30, 2024, the Company had $1.07 billion of total principal amount of debt outstanding, comprised of $550 million of outstanding borrowings under its senior secured credit facilities and $520 million of unsecured notes and term loans. The combined weighted average interest rate on debt outstanding was 8.2% for the quarter ended September 30, 2024. As of September 30, 2024, the Company had $83 million in cash and short-term investments and $162 million available under its financing arrangements.3
EARNINGS CONFERENCE CALL
CION will host an earnings conference call on Thursday, November 7, 2024 at 11:00 am Eastern Time to discuss its financial results for the third quarter ended September 30, 2024. Please visit the Investor Resources section of the Company’s website at www.cionbdc.com for a slide presentation that complements the earnings conference call.
All interested parties are invited to participate via telephone or listen via the live webcast, which can be accessed by clicking the following link: CION Investment Corporation Third Quarter Conference Call. Domestic callers can access the conference call by dialing (877) 484-6065. International callers can access the conference call by dialing +1 (201) 689-8846. All callers are asked to dial in approximately 10 minutes prior to the call. An archived replay will be available on a webcast link located in the Investor Resources section of CION’s website.
ENDNOTES
| 1) | The discussion of the investment portfolio excludes short-term investments. |
| 2) | The Company incurred certain customary costs and expenses in connection with the JPM fifth amendment and will pay an annual administrative fee of 0.20% on JPM's total financing commitment. |
| 3) | Total debt outstanding excludes netting of debt issuance costs of $14.9 million and $8.1 million as of September 30, 2024 and June 30, 2024, respectively. |
| 4) | The fixed versus floating composition has been calculated as a percentage of performing debt investments measured on a fair value basis, including income producing preferred stock investments and excludes investments, if any, on non-accrual status. |
| 5) | Computed based on the (a) annual actual interest rate or yield earned plus amortization of fees and discounts on the performing debt and other income producing investments as of the reporting date, divided by (b) the total performing debt and other income producing investments (excluding investments on non-accrual status) at amortized cost. This calculation excludes exit fees that are receivable upon repayment of the investment. |
| 6) | For a particular portfolio company, the Company calculates the level of contractual indebtedness net of cash (“net debt”) owed by the portfolio company and compares that amount to measures of cash flow available to service the net debt. To calculate net debt, the Company includes debt that is both senior and pari passu to the tranche of debt owned by it but excludes debt that is legally and contractually subordinated in ranking to the debt owned by the Company. The Company believes this calculation method assists in describing the risk of its portfolio investments, as it takes into consideration contractual rights of repayment of the tranche of debt owned by the Company relative to other senior and junior creditors of a portfolio company. The Company typically calculates cash flow available for debt service at a portfolio company by taking EBITDA for the trailing twelve-month period. Weighted average net debt to EBITDA is weighted based on the fair value of the Company's performing debt investments and excluding investments where net debt to EBITDA may not be the appropriate measure of credit risk, such as cash collateralized loans and investments that are underwritten and covenanted based on recurring revenue. |
For a particular portfolio company, the Company also calculates the level of contractual interest expense owed by the portfolio company and compares that amount to EBITDA (“interest coverage ratio”). The Company believes this calculation method assists in describing the risk of its portfolio investments, as it takes into consideration contractual interest obligations of the portfolio company. Weighted average interest coverage is weighted based on the fair value of the Company's performing debt investments, and excludes investments where interest coverage may not be the appropriate measure of credit risk, such as cash collateralized loans and investments that are underwritten and covenanted based on recurring revenue.
Portfolio company statistics, including EBITDA, are derived from the financial statements most recently provided to the Company for each portfolio company as of the reported end date. Statistics of the portfolio companies have not been independently verified by the Company and may reflect a normalized or adjusted amount.
| 7) | Median EBITDA is calculated based on the portfolio company's EBITDA as of the Company's initial investment. |
CĪON Investment Corporation
Consolidated Balance Sheets
(in thousands, except share and per share amounts)
| September 30, 2024 | June 30, 2024 | |||||||
| (unaudited) | (unaudited) | |||||||
| Assets | ||||||||
| Investments, at fair value: | ||||||||
| Non-controlled, non-affiliated investments (amortized cost of $1,421,998 and $1,544,674, respectively) | $ | 1,381,177 | $ | 1,502,910 | ||||
| Non-controlled, affiliated investments (amortized cost of $276,204 and $240,735, respectively) | 273,152 | 250,411 | ||||||
| Controlled investments (amortized cost of $152,042 and $138,792, respectively) | 151,900 | 152,804 | ||||||
| Total investments, at fair value (amortized cost of $1,850,244 and $1,924,201, respectively) | 1,806,229 | 1,906,125 | ||||||
| Cash | 29,765 | 9,798 | ||||||
| Interest receivable on investments | 49,446 | 40,841 | ||||||
| Receivable due on investments sold and repaid | 28,604 | 2,631 | ||||||
| Dividends receivable on investments | 76 | 129 | ||||||
| Prepaid expenses and other assets | 1,501 | 942 | ||||||
| Total assets | $ | 1,915,621 | $ | 1,960,466 | ||||
| Liabilities and Shareholders' Equity | ||||||||
| Liabilities | ||||||||
| Financing arrangements (net of unamortized debt issuance costs of $14,925 and $8,134, respectively) | $ | 1,054,919 | $ | 1,061,710 | ||||
| Payable for investments purchased | — | 11,789 | ||||||
| Accounts payable and accrued expenses | 1,316 | 1,031 | ||||||
| Interest payable | 7,201 | 9,614 | ||||||
| Accrued management fees | 6,854 | 6,841 | ||||||
| Accrued subordinated incentive fee on income | 4,586 | 4,871 | ||||||
| Accrued administrative services expense | 1,515 | 1,128 | ||||||
| Share repurchases payable | 40 | — | ||||||
| Shareholder distribution payable | — | 2,676 | ||||||
| Total liabilities | 1,076,431 | 1,099,660 | ||||||
| Shareholders' Equity | ||||||||
| Common stock, $0.001 par value; 500,000,000 shares authorized; 53,363,245 and 54,525,623 shares issued, and 53,359,886 and 53,525,623 shares outstanding, respectively | 53 | 54 | ||||||
| Capital in excess of par value | 1,023,687 | 1,025,689 | ||||||
| Accumulated distributable losses | (184,550 | ) | (164,937 | ) | ||||
| Total shareholders' equity | 839,190 | 860,806 | ||||||
| Total liabilities and shareholders' equity | $ | 1,915,621 | $ | 1,960,466 | ||||
| Net asset value per share of common stock at end of period | $ | 15.73 | $ | 16.08 | ||||
CĪON Investment Corporation
Consolidated Statements of Operations
(in thousands, except share and per share amounts)
| Three Months Ended September 30, | Nine Months Ended September 30, | Year Ended December 31, | ||||||||||||||||||
| 2024 | 2023 | 2024 | 2023 | 2023 | ||||||||||||||||
| (unaudited) | (unaudited) | (unaudited) | (unaudited) | |||||||||||||||||
| Investment income | ||||||||||||||||||||
| Non-controlled, non-affiliated investments | ||||||||||||||||||||
| Interest income | $ | 40,613 | $ | 51,032 | $ | 134,497 | $ | 140,917 | $ | 184,013 | ||||||||||
| Paid-in-kind interest income | 5,526 | 6,608 | 19,811 | 15,736 | 22,317 | |||||||||||||||
| Fee income | 900 | 2,447 | 6,111 | 4,744 | 7,871 | |||||||||||||||
| Dividend income | 345 | 82 | 5,484 | 82 | 210 | |||||||||||||||
| Non-controlled, affiliated investments | ||||||||||||||||||||
| Interest income | 429 | 1,341 | 4,331 | 5,549 | 7,068 | |||||||||||||||
| Paid-in-kind interest income | 3,831 | 2,471 | 8,882 | 5,953 | 8,372 | |||||||||||||||
| Fee income | 2,894 | 35 | 3,598 | 2,432 | 2,432 | |||||||||||||||
| Dividend income | 89 | 13 | 129 | 3,946 | 3,946 | |||||||||||||||
| Controlled investments | ||||||||||||||||||||
| Interest income | 2,991 | 1,413 | 9,386 | 5,304 | 8,090 | |||||||||||||||
| Paid-in-kind interest income | — | 1,048 | — | 1,048 | 1,050 | |||||||||||||||
| Fee income | 2,009 | 1,050 | 2,309 | 1,050 | 1,391 | |||||||||||||||
| Dividend income | — | — | — | 4,250 | 4,250 | |||||||||||||||
| Total investment income | 59,627 | 67,540 | 194,538 | 191,011 | 251,010 | |||||||||||||||
| Operating expenses | ||||||||||||||||||||
| Management fees | 6,854 | 6,741 | 20,559 | 19,963 | 26,856 | |||||||||||||||
| Administrative services expense | 1,184 | 996 | 3,522 | 2,743 | 3,971 | |||||||||||||||
| Subordinated incentive fee on income | 4,586 | 6,362 | 16,371 | 17,662 | 22,277 | |||||||||||||||
| General and administrative | 1,855 | 1,931 | 5,298 | 5,960 | 7,382 | |||||||||||||||
| Interest expense | 23,551 | 21,757 | 71,626 | 61,533 | 85,556 | |||||||||||||||
| Total operating expenses | 38,030 | 37,787 | 117,376 | 107,861 | 146,042 | |||||||||||||||
| Net investment income before taxes | 21,597 | 29,753 | 77,162 | 83,150 | 104,968 | |||||||||||||||
| Income tax benefit, including excise tax | (21 | ) | (237 | ) | (12 | ) | (114 | ) | (54 | ) | ||||||||||
| Net investment income after taxes | 21,618 | 29,990 | 77,174 | 83,264 | 105,022 | |||||||||||||||
| Realized and unrealized gains (losses) | ||||||||||||||||||||
| Net realized gains (losses) on: | ||||||||||||||||||||
| Non-controlled, non-affiliated investments | 3,938 | (8,123 | ) | (18,984 | ) | (31,576 | ) | (31,927 | ) | |||||||||||
| Non-controlled, affiliated investments | — | — | (7,091 | ) | — | — | ||||||||||||||
| Controlled investments | — | — | — | — | — | |||||||||||||||
| Net realized gains (losses) | 3,938 | (8,123 | ) | (26,075 | ) | (31,576 | ) | (31,927 | ) | |||||||||||
| Net change in unrealized (depreciation) appreciation on: | ||||||||||||||||||||
| Non-controlled, non-affiliated investments | (4,242 | ) | 26,298 | (9,342 | ) | 8,608 | 15,658 | |||||||||||||
| Non-controlled, affiliated investments | (7,539 | ) | 559 | 9,417 | (9,136 | ) | (7,335 | ) | ||||||||||||
| Controlled investments | (14,154 | ) | (1,251 | ) | (22,730 | ) | (6,838 | ) | 13,896 | |||||||||||
| Net change in unrealized (depreciation) appreciation | (25,935 | ) | 25,606 | (22,655 | ) | (7,366 | ) | 22,219 | ||||||||||||
| Net realized and unrealized (losses) gains | (21,997 | ) | 17,483 | (48,730 | ) | (38,942 | ) | (9,708 | ) | |||||||||||
| Net (decrease) increase in net assets resulting from operations | $ | (379 | ) | $ | 47,473 | $ | 28,444 | $ | 44,322 | $ | 95,314 | |||||||||
| Per share information—basic and diluted | ||||||||||||||||||||
| Net (decrease) increase in net assets per share resulting from operations | $ | (0.01 | ) | $ | 0.87 | $ | 0.53 | $ | 0.81 | $ | 1.74 | |||||||||
| Net investment income per share | $ | 0.40 | $ | 0.55 | $ | 1.44 | $ | 1.52 | $ | 1.92 | ||||||||||
| Weighted average shares of common stock outstanding | 53,439,316 | 54,561,367 | 53,663,884 | 54,817,855 | 54,685,327 | |||||||||||||||
ABOUT CION INVESTMENT CORPORATION
CION Investment Corporation is a leading publicly listed business development company that had approximately $1.9 billion in total assets as of September 30, 2024. CION seeks to generate current income and, to a lesser extent, capital appreciation for investors by focusing primarily on senior secured loans to U.S. middle-market companies. CION is advised by CION Investment Management, LLC, a registered investment adviser and an affiliate of CION. For more information, please visit www.cionbdc.com.
FORWARD-LOOKING STATEMENTS
This press release may contain forward-looking statements that involve substantial risks and uncertainties. You can identify these statements by the use of forward-looking terminology such as “may,” “will,” “should,” “expect,” “anticipate,” “project,” “target,” “estimate,” “intend,” “continue,” or “believe” or the negatives thereof or other variations thereon or comparable terminology. You should read statements that contain these words carefully because they discuss CION’s plans, strategies, prospects and expectations concerning its business, operating results, financial condition and other similar matters. These statements represent CION’s belief regarding future events that, by their nature, are uncertain and outside of CION’s control. There are likely to be events in the future, however, that CION is not able to predict accurately or control. Any forward-looking statement made by CION in this press release speaks only as of the date on which it is made. Factors or events that could cause CION’s actual results to differ, possibly materially from its expectations, include, but are not limited to, the risks, uncertainties and other factors CION identifies in the sections entitled “Risk Factors” and “Forward-Looking Statements” in filings CION makes with the SEC, and it is not possible for CION to predict or identify all of them. CION undertakes no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.
OTHER INFORMATION
The information in this press release is summary information only and should be read in conjunction with CION’s Quarterly Report on Form 10-Q, which CION filed with the SEC on November 7, 2024, as well as CION’s other reports filed with the SEC. A copy of CION’s Quarterly Report on Form 10-Q and CION’s other reports filed with the SEC can be found on CION’s website at www.cionbdc.com and the SEC’s website at www.sec.gov.
CONTACTS
Media
Susan Armstrong
sarmstrong@cioninvestments.com
Investor Relations
Charlie Arestia
carestia@cioninvestments.com
(646) 253-8259
Exhibit 99.2
CION Investment Corporation Third Quarter 2024 Earnings Presentation
Disclosures and Forward - Looking Statements 2 The information contained in this earnings presentation should be viewed in conjunction with the earnings conference call of CION Investment Corporation (NYSE : CION) (“CION” or the “Company”) held on Thursday, November 7 , 2024 as well as the Company’s Quarterly Report on Form 10 - Q for the quarter ended September 30 , 2024 that was filed with the Securities and Exchange Commission (the “SEC”) on November 7 , 2024 . The information contained herein may not be used, reproduced or distributed to others, in whole or in part, for any other purpose without the prior written consent of the Company . This earnings presentation may contain forward - looking statements that involve substantial risks and uncertainties, including the impact of inflation and high interest rates on the business, future operating results, access to capital and liquidity of the Company and its portfolio companies . You can identify these statements by the use of forward - looking terminology such as “may,” “will,” “should,” “expect,” “anticipate,” “project,” “target,” “estimate,” “intend,” “continue,” or “believe” or the negatives thereof or other variations thereon or comparable terminology, including references to assumptions, forecasts of future results, shareholder diversification, institutional research coverage and availability and access to capital . You should read statements that contain these words carefully because they discuss the Company’s plans, strategies, prospects and expectations concerning its business, operating results, financial condition and other similar matters . These statements represent the Company’s belief regarding future events that, by their nature, are uncertain and outside of the Company’s control, such as the price at which the Company’s shares of common stock will trade on the NYSE . Any forward - looking statement made by the Company in this earnings presentation speaks only as of the date on which the Company makes it . Factors or events that could cause the Company’s actual results to differ, possibly materially from its expectations, include, but are not limited to, the risks, uncertainties and other factors the Company identifies in the sections entitled “Risk Factors” and “Forward - Looking Statements” in filings the Company makes with the SEC, and it is not possible for the Company to predict or identify all of them . The Company undertakes no obligation to update or revise publicly any forward - looking statements, whether as a result of new information, future events or otherwise, except as required by law . This earnings presentation does not constitute a prospectus and should under no circumstances be understood as an offer to sell or the solicitation of an offer to buy the Company’s common stock or any other securities nor will there be any sale of common stock or any other securities referred to in this earnings presentation in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of such state or jurisdiction . Nothing in these materials should be construed as a recommendation to invest in any securities that may be issued by the Company or as legal, accounting or tax advice . An investment in securities of the type described herein presents certain risks . The Company is managed by CION Investment Management, LLC, an affiliate of the Company . Nothing contained herein shall be relied upon as a promise or representation whether as to past or future performance . The information contained in this earnings presentation is summary information that is intended to be considered in the context of other public announcements that the Company may make, by press release or otherwise, from time to time . The Company undertakes no duty or obligation to publicly update or revise the information contained in this earnings presentation, except as required by law . These materials contain information about the Company, certain of its personnel and affiliates and its historical performance . You should not view information related to past performance of the Company as indicative of its future results, the achievement of which cannot be assured . Past performance does not guarantee future results, which may vary . The value of investments and the income derived from investments will fluctuate and can go down as well as up . A loss of principal may occur .
3 1. The discussion of the investment portfolio excludes short term investments. 2. The Company incurred certain customary costs and expenses in connection with the JPM fifth amendment and will pay an annual a dmi nistrative fee of 0.20% on JPM's total financing commitment. Third Quarter and Other Highlights – Ended September 30, 2024 • Net investment income and earnings per share for the quarter ended September 30 , 2024 were $ 0 . 40 per share and $ ( 0 . 01 ) per share, respectively ; • Net asset value per share was $ 15 . 73 as of September 30 , 2024 , compared to $ 16 . 08 as of June 30 , 2024 , a decrease of $ 0 . 35 per share, or 2 . 2 % . The decrease was primarily due to mark - to - market price declines to the Company’s portfolio during the quarter ended September 30 , 2024 ; • As of September 30 , 2024 , the Company had $ 1 . 07 billion of total principal amount of debt outstanding, of which 51 % was comprised of senior secured bank debt and 49 % was comprised of unsecured debt . The Company’s net debt - to - equity ratio was 1 . 18 x as of September 30 , 2024 compared to 1 . 13 x as of June 30 , 2024 ; • As of September 30 , 2024 , the Company had total investments at fair value of $ 1 . 75 billion in 103 portfolio companies across 24 industries . The investment portfolio was comprised of 85 . 5 % senior secured loans, including 85 . 3 % in first lien investments ; 1 • During the quarter, the Company funded new investment commitments of $ 78 million, funded previously unfunded commitments of $ 15 million, and had sales and repayments totaling $ 154 million, resulting in a net decrease to the Company's funded portfolio of $ 61 million ; • As of September 30 , 2024 , investments on non - accrual status amounted to 1 . 85 % and 3 . 40 % of the total investment portfolio at fair value and amortized cost, respectively, compared to 1 . 36 % and 2 . 69 % , respectively, as of June 30 , 2024 ; • During the quarter, the Company repurchased 165 , 737 shares of its common stock under its 10 b 5 - 1 trading plan at an average price of $ 12 . 09 per share for a total repurchase amount of $ 2 . 0 million . Through September 30 , 2024 , the Company repurchased a total of 3 , 598 , 554 shares of its common stock under its 10 b 5 - 1 trading plan at an average price of $ 10 . 09 per share for a total repurchase amount of $ 36 . 3 million ; • On July 15 , 2024 , the Company further amended its $ 675 million senior secured credit facility with JPMorgan Chase Bank, National Association (“JPM”) to (i) reduce the credit spread on the floating interest rate payable by the Company on advances from the three - month SOFR plus a credit spread of 3 . 20 % per year to the three - month SOFR plus a credit spread of 2 . 55 % per year, and (ii) extend the reinvestment period from July 15 , 2024 to June 15 , 2026 and the maturity date from May 15 , 2025 to June 15 , 2027 2 ; • On September 18 , 2024 , the Company completed a private offering pursuant to which the Company issued an additional $ 100 million of its unsecured notes due 2027 , which bear interest at a floating rate equal to the three - month SOFR plus a credit spread of 3 . 90 % per year ; • On September 24 , 2024 , the Company fully repaid all outstanding borrowings of $ 30 million under its 2021 term loan from an Israeli institutional investor that was due on September 30 , 2024 ;
4 Third Quarter and Other Highlights – Ended September 30, 2024 • On September 30 , 2024 , the Company entered into a 3 - year unsecured term loan agreement with an Israeli institutional investor under which the Company borrowed $ 30 million, which bears interest at a floating rate equal to the three - month SOFR plus a credit spread of 3 . 80 % per year ; and • On October 3 , 2024 , the Company completed a public baby bond offering in the U . S . pursuant to which the Company issued $ 172 . 5 million of its unsecured 7 . 50 % Notes due 2029 , which listed and commenced trading on the NYSE under the ticker symbol "CICB" on October 9 , 2024 . DISTRIBUTIONS • For the quarter ended September 30 , 2024 , the Company paid a quarterly base distribution totaling $ 19 . 2 million, or $ 0 . 36 per share ; and • On November 4 , 2024 , the Company’s co - chief executive officers declared a fourth quarter 2024 base distribution of $ 0 . 36 per share, payable on December 16 , 2024 to shareholders of record as of December 2 , 2024 .
5 Selected Financial Highlights 1. The discussion of the investment portfolio excludes short term investments. 2. Total debt outstanding excludes netting of debt issuance costs. Please refer to page 11 for debt net of issuance costs. 3. Includes supplemental distributions of $ 0 . 05 per share during each quarter ended September 30 , 2023 , December 31 , 2023 and June 30 , 2024 and a special year - end distribution of $ 0 . 15 per share during the quarter ended December 31 , 2023 . Q3 2023 Q4 2023 Q1 2024 Q2 2024 Q3 2024 ($ in millions) $1,728 $1,841 $1,741 $1,823 $1,753 Investment portfolio, at fair value (1) $1,008 $1,092 $1,070 $1,070 $1,070 Total debt outstanding (2) $861 $880 $863 $861 $839 Net assets 1.17x 1.24x 1.24x 1.24x 1.28x Debt - to - equity 1.03x 1.10x 1.03x 1.13x 1.18x Net debt - to - equity $67.5 $60.0 $73.6 $61.4 $59.6 Total investment income $30.0 $21.8 $32.6 $23.0 $21.6 Net investment income $17.5 $29.2 $(26.1) $(0.6) $(22.0) Net realized and unrealized (losses) gains $47.5 $51.0 $6.4 $22.4 $(0.4) Net (decrease) increase in net assets resulting from operations Per Share Data $15.80 $16.23 $16.05 $16.08 $15.73 Net asset value per share $0.55 $0.40 $0.60 $0.43 $0.40 Net investment income per share $0.32 $0.54 $(0.48) $(0.01) $(0.41) Net realized and unrealized (losses) gains per share $0.87 $0.94 $0.12 $0.42 $(0.01) Earnings per share $0.39 $0.54 $0.34 $0.41 $0.36 Distributions declared per share (3)
Investment Activity • New investment commitments for the quarter were $97 million, of which $78 million were funded and $19 million were unfunded. • New investment commitments were made across 1 new and 10 existing portfolio companies. • Fundings of previously unfunded commitments for the quarter were $15 million. • Sales and repayments totaled $154 million for the quarter, which included the full exit of investments in 5 portfolio compani es, 1 via sale and 4 via full repayment. Note - The discussion of the investment portfolio excludes short term investments. Unfunded commitments are generally subject to borrowers meeting certain criteria such as compliance with covenants and certain operational metrics. These amounts may remain outstanding until the commitment period of an applicable loan expires, whi ch may be shorter than the loan’s maturity date. 6 Q3 2023 Q4 2023 Q1 2024 Q2 2024 Q3 2024 ($ in millions) $97 $152 $125 $148 $97 New investment commitments $93 $147 $107 $137 $78 Funded $4 $5 $18 $11 $19 Unfunded $10 $7 $4 $10 $15 Fundings of previously unfunded commitments $(94) $(83) $(190) $(77) $(129) Repayments $(2) $0 $(17) $0 $(25) Sales $7 $71 $(96) $70 $(61) Net funded investment activity 109 111 109 107 103 Total Portfolio Companies
7 Portfolio Asset Composition * Less than 1%. The discussion of the investment portfolio is at fair value and excludes short term investments. 100% 100% 93% 7% 99% 1% 84% 14% 0%* 0%* 0%* 0%* 0%* 0%* 1% 1% 85% 1% 13% 86% 11% 2% 84% 1% 15% 14% 2% 1% 93% 7% 85% 0%* 0%*
8 INTERNAL INVESTMENT RISK RATINGS (1) (% of Total Portfolio, Fair Value) Q3 2024 NON - ACCRUAL % (1) Higher Credit Quality Lower Credit Quality Credit Quality of Investments 1. The discussion of the investment portfolio excludes short term investments. * - Less than 1%. Q3 2023 Q4 2023 Q1 2024 Q2 2024 Q3 2024 Rating 0.0%* 5.3% 0.0%* 1.3% 0.6% 1 90.7% 87.2% 88.5% 88.3% 85.7% 2 8.2% 6.5% 10.4% 9.0% 11.8% 3 0.6% 0.6% 0.7% 1.1% 1.5% 4 0.5% 0.4% 0.4% 0.3% 0.4% 5 100.0% 100.0% 100.0% 100.0% 100.0% Total
PORTFOLIO BY SECURITY TYPE (4) PORTFOLIO BY INTEREST RATE TYPE (4) Portfolio Summary 9 ( 1 ) See endnote 5 in our press release filed with the SEC on November 7 , 2024 . ( 2 ) See endnote 6 in our press release filed with the SEC on November 7 , 2024 . ( 3 ) See endnote 7 in our press release filed with the SEC on November 7 , 2024 . ( 4 ) The discussion of the investment portfolio excludes short term investments . Portfolio Characteristics (as of September 30, 2024) (4) Investment Portfolio $1,823.8 million Total investments and unfunded commitments $71.1 million Unfunded commitments $1,752.7 million Investments at fair value 12.23 % Yield on debt and other income producing investments at amortized cost (1) 12.73 % Yield on performing loans at amortized cost (1) 10.88 % Yield on total investments at amortized cost Portfolio Companies 103 Number of portfolio companies 5.02x Weighted average leverage (net debt/EBITDA) (2) 2.14x Weighted average interest coverage (2) $32.8 million Median EBITDA (3) Industry Diversification (4) % of Investment Portfolio Industry 15.5 % Services: Business 12.6 % Healthcare & Pharmaceuticals 7.9 % Retail 7.5 % Media: Diversified & Production 6.2 % Services: Consumer 50.3 % Other (≤ 5.9% each) 85.5% Senior Secured Debt Investments * - Less than 0.1%. * *
Quarterly Operating Results 10 Q3 2023 Q4 2023 Q1 2024 Q2 2024 Q3 2024 All figures in thousands, except share and per share data Investment income $ 63,913 $ 56,403 $ 69,654 $ 53,863 $ 53,390 Interest income (1) 95 128 27 5,152 434 Dividend income 3,532 3,468 3,873 2,342 5,803 Fee income $ 67,540 $ 59,999 $ 73,554 $ 61,357 $ 59,627 Total investment income Expenses $ 6,741 $ 6,893 $ 6,864 $ 6,841 $ 6,854 Management fees 21,757 24,023 24,302 23,773 23,551 Interest and other debt expenses 6,362 4,615 6,914 4,871 4,586 Incentive fees 2,927 2,650 2,876 2,905 3,039 Other operating expenses $ 37,787 $ 38,181 $ 40,956 $ 38,390 $ 38,030 Total expenses before taxes (237) 60 5 4 (21) Income tax (benefit) expense, including excise tax $ 29,990 $ 21,758 $ 32,593 $ 22,963 $ 21,618 Net investment income after taxes Net realized gain (loss) and unrealized (depreciation) appreciation on investments $ (8,123) $ (351) $ (9,736) $ (20,277) $ 3,938 Net realized gain (loss) 25,606 29,585 (16,412) 19,692 (25,935) Net change in unrealized (depreciation) appreciation $ 17,483 $ 29,234 $ (26,148) $ (585) $ (21,997) Net realized and unrealized (losses) gains $ 47,473 $ 50,992 $ 6,445 $ 22,378 $ (379) Net (decrease) increase in net assets resulting from operations Per share data $ 0.55 $ 0.40 $ 0.60 $ 0.43 $ 0.40 Net investment income $ 0.32 $ 0.54 $ (0.48) $ (0.01) $ (0.41) Net realized (loss) gain and unrealized (depreciation) appreciation on investments $ 0.87 $ 0.94 $ 0.12 $ 0.42 $ (0.01) Earnings per share $ 0.39 $ 0.54 $ 0.34 $ 0.41 $ 0.36 Distributions declared per share (2) 54,561,367 54,292,065 53,960,698 53,595,624 53,439,316 Weighted average shares outstanding 54,464,804 54,184,636 53,760,605 53,525,623 53,359,886 Shares outstanding, end of period 1. Includes certain prepayment fees, exit fees, accelerated OID and paid - in - kind interest income. 2. Includes supplemental distributions of $0.05 per share during each quarter ended September 30, 2023, December 31, 2023 and Ju ne 30, 2024 and a special year - end distribution of $0.15 per share during the quarter ended December 31, 2023.
Quarterly Balance Sheet 11 Q3 2023 Q4 2023 Q1 2024 Q2 2024 Q3 2024 All figures in thousands, except per share data and asset coverage ratio Assets $ 1,844,877 $ 1,954,270 $ 1,870,837 $ 1,906,125 $ 1,806,229 Investments, at fair value 6,805 8,415 48,482 9,798 29,765 Cash 40,378 36,724 36,366 40,841 49,446 Interest receivable on investments 2,646 967 11,452 2,631 28,604 Receivable due on investments sold 82 — — 129 76 Dividend receivable on investments 1,552 1,348 1,137 942 1,501 Prepaid expenses and other assets $ 1,896,340 $ 2,001,724 $ 1,968,274 $ 1,960,466 $ 1,915,621 Total Assets Liabilities & Net Assets $ 1,000,211 $ 1,081,701 $ 1,060,455 $ 1,061,710 $ 1,054,919 Financing arrangements (net of debt issuance costs) (1) 9,663 4,692 21,041 11,789 — Payable for investments purchased 1,510 1,036 743 1,031 1,316 Accounts payable and accrued expenses 7,238 10,231 8,556 9,614 7,201 Interest payable 6,741 6,893 6,864 6,841 6,854 Accrued management fees 6,362 4,615 6,914 4,871 4,586 Accrued subordinated incentive fee on income 1,064 2,156 642 1,128 1,515 Accrued administrative services expense 67 — — — 40 Share repurchase payable 2,724 10,837 — 2,676 — Shareholder distribution payable $ 1,035,580 $ 1,122,161 $ 1,105,215 $ 1,099,660 $ 1,076,431 Total Liabilities $ 860,760 $ 879,563 $ 863,059 $ 860,806 $ 839,190 Total Net Assets $ 1,896,340 $ 2,001,724 $ 1,968,274 $ 1,960,466 $ 1,915,621 Total Liabilities and Net Assets $ 15.80 $ 16.23 $ 16.05 $ 16.08 $ 15.73 Net Asset Value per share 1.85 1.81 1.81 1.80 1.78 Asset coverage ratio (2) 1. The Company had debt issuance costs of $ 14 , 925 as of September 30 , 2024 , $ 8 , 134 as of June 30 , 2024 , $ 9 , 388 as of March 31 , 2024 , $ 10 , 643 as of December 31 , 2023 and $ 8 , 001 as of September 30 , 2023 . 2. Asset coverage ratio is equal to (i) the sum of (a) net assets at the end of the period and (b) total senior securities outstanding at the end of the period (excluding unfunded commitments), divided by (ii) total senior securities outstanding at the end of the period .
12 Q3 2024 Net Asset Value Bridge Per Share Data
13 YTD 2024 Net Asset Value Bridge Per Share Data
14 Maturity Date Interest Rate Principal Amount Outstanding Total Commitment Amount 6/15/2027 S + 2.55% (2) $450 $562 JPM Credit Facility 11/19/2024 S + 3.20% 100 150 UBS Facility 2/11/2026 4.50% 125 125 Unsecured Notes, 2026 (1) 8/31/2026 S + 3.82% 115 115 Series A Unsecured Notes, 2026 (1) 11/8/2027 S + 4.75% 100 100 Unsecured Notes, Tranche A, 2027 (1) 11/8/2027 S + 3.90% 100 100 Unsecured Notes, Tranche B, 2027 (1) 4/27/2027 S + 3.50% 50 50 2022 Unsecured Term Loan (1) 9/30/2027 S + 3.80% 30 30 2024 Unsecured Term Loan (1) 8.2% $1,070 $1,232 Total Debt Debt Summary DEBT MATURITIES ($ in millions) DEBT SCHEDULE* ($ in millions) $162 million in available capacity within existing senior secured facilities * As of September 30, 2024. 1. Investment grade credit rating. 2. The Company will pay an annual administrative fee of 0.20% on JPM's total financing commitment.
15 Distribution Per Share and Distribution Coverage 1 1. Includes special year - end and/or supplemental distributions of $0.27, $0.05, $0.20 and $0.05 per share during Q4 2022, Q3 2023, Q4 2023 and Q2 2024, respectively. Q3 2024 Q2 2024 Q1 2024 Q4 2023 Q3 2023 Q2 2023 Q1 2023 Q4 2022 $0.40 $0.43 $0.60 $0.40 $0.55 $0.43 $0.54 $0.43 Net Investment Income (per share) $0.36 $0.41(1) $0.34 $0.54(1) $0.39(1) $0.34 $0.34 $0.58(1) Distribution (per share) 1.11x 1.05x 1.76x 0.74x 1.41x 1.26x 1.59x 0.74x Distribution coverage
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