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): March 16, 2023 (
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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:
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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.
Q1 2023 Regular Quarterly 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 March 13, 2023, CION’s co-chief executive officers declared a regular quarterly cash distribution of $0.34 per share for the first quarter of 2023 payable on March 31, 2023 to shareholders of record as of March 24, 2023. A copy of the press release announcing the foregoing is attached hereto as Exhibit 99.1 and incorporated by reference herein.
Q4 and YE 2022 Financial Results
On March 16, 2023, CION issued a press release announcing its financial results for the fourth quarter and fiscal year ended December 31, 2022. 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 March 16, 2023 to discuss its financial results for the fourth quarter and fiscal year ended December 31, 2022, CION has provided an accompanying slide presentation in the Investor Resources – Events and Presentations 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 March 16, 2023. |
| 99.2 | CĪON Investment Corporation Fourth Quarter 2022 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: | March 16, 2023 | By: /s/ Michael A. Reisner |
| Co-Chief Executive Officer |
EXHIBIT LIST
| EXHIBIT NUMBER |
DESCRIPTION |
| 99.1 | Press Release dated March 16, 2023 | |
| 99.2 | CĪON Investment Corporation Fourth Quarter 2022 Earnings Presentation. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
Exhibit 99.1
CION INVESTMENT CORPORATION REPORTS DECEMBER 31, 2022 FINANCIAL RESULTS
Reports Another Solid Quarterly and Annual Performance
Announces Increased First Quarter 2023 Distribution of $0.34 per Share
For Immediate Release
NEW YORK, March 16, 2023 — CION Investment Corporation (NYSE: CION) (“CION” or the “Company”) today reported financial results for the fourth quarter and fiscal year ended December 31, 2022 and filed its Form 10-K with the U.S. Securities and Exchange Commission.
CION also announced that, on March 13, 2023, its co-chief executive officers declared a first quarter 2023 regular distribution of $0.34 per share payable on March 31, 2023 to shareholders of record as of March 24, 2023, which is an increase of $0.03 per share, or 9.7%, from the $0.31 per share regular distribution paid by CION during the fourth quarter of 2022.
FOURTH QUARTER AND OTHER HIGHLIGHTS
| • | Net investment income and earnings per share for the quarter ended December 31, 2022 were $0.43 per share and $0.17 per share, respectively; |
| • | Net asset value per share was $15.98 as of December 31, 2022 compared to $16.26 as of September 30, 2022. The decrease was primarily due to the special year-end distribution of $0.27 per share and mark-to-market adjustments to the Company’s portfolio, which was partially offset by accretion from the Company’s 10b5-1 trading plan. |
| • | As of December 31, 2022, the Company had $958 million of total principal amount of debt outstanding, of which 79% was comprised of senior secured bank debt and 21% was comprised of unsecured debt. The Company’s debt-to-equity ratio was 1.08x as of December 31, 2022 compared to 1.05x as of September 30, 2022; |
| • | As of December 31, 2022, the Company had total investments at fair value of $1,749 million in 113 portfolio companies across 23 industries. The investment portfolio was comprised of 92.5% senior secured loans, including 90.3% in first lien investments;1 |
| • | During the quarter, the Company had new investment commitments of $92 million, funded new investment commitments of $83 million, funded previously unfunded commitments of $16 million, and had sales and repayments totaling $144 million, resulting in a net decrease to the Company's funded portfolio of $46 million; |
| • | As of December 31, 2022, investments on non-accrual status amounted to 1.3% and 2.0% of the total investment portfolio at fair value and amortized cost, respectively; and |
| • | During the quarter, the Company repurchased 963,480 shares of its common stock at an average price of $9.06 per share for a total repurchase amount of $8.7 million under its 10b5-1 trading plan. |
DISTRIBUTIONS
| • | For the quarter ended December 31, 2022, the Company paid a regular quarterly distribution totaling $17.6 million, or $0.31 per share, and declared a special year-end distribution totaling $14.9 million, or $0.27 per share, which was paid on January 31, 2023. |
SUBSEQUENT EVENT
| • | On February 28, 2023, the Company completed a public offering in Israel pursuant to which the Company issued approximately $80.7 million of its unsecured Series A Notes due 2026, which bear interest at a rate equal to the Secured Overnight Financing Rate, or SOFR, plus a credit spread of 3.82% per year payable quarterly. |
“We ended the year on a very strong note with improved financial and operational performance across several key metrics. We continued to diversify our portfolio with strong companies and were able to end the year with higher net investment income. As a result, we increased our first quarter 2023 distribution by approximately 10% to $0.34 per common share. This follows a fourth quarter 2022 distribution of $0.31 per share and a special year-end distribution of $0.27 per share. As we have mentioned several times, since 2021 when we saw the first signs of potential economic slowdown, we have been operating under a business strategy focused on building a defensive portfolio to withstand turbulent times. Today, we believe that due to our long-term strategy, we have positioned our portfolio well to overcome any potential headwinds our portfolio companies might face this year,” said Michael A. Reisner, co-Chief Executive Officer of CION.
“To take advantage of new opportunities, we strengthened our balance sheet and further diversified our financing sources by completing an over $80 million public offering of unsecured notes from Tier 1 Israeli institutional investors, which I am proud to say was 1.3x oversubscribed with a demand of approximately $100 million. The floating-rate structure of these notes provides interest rate risk mitigation and the potential for increased returns” concluded Mr. Reisner.
SELECTED FINANCIAL HIGHLIGHTS
| As of | ||||||||
| (in thousands, except per share data) | December 31, 2022 | September 30, 2022 | ||||||
| Investment portfolio, at fair value1 | $ | 1,749,161 | $ | 1,797,244 | ||||
| Total debt outstanding2 | $ | 957,500 | $ | 957,500 | ||||
| Net assets | $ | 883,634 | $ | 914,906 | ||||
| Net asset value per share | $ | 15.98 | $ | 16.26 | ||||
| Debt-to-equity | 1.08 | x | 1.05 | x | ||||
| Three Months Ended | ||||||||
| (in thousands, except share and per share data) | December 31, 2022 | September 30, 2022 | ||||||
| Total investment income | $ | 55,500 | $ | 54,163 | ||||
| Total operating expenses and income tax expense | $ | 31,623 | $ | 28,606 | ||||
| Net investment income after taxes | $ | 23,877 | $ | 25,557 | ||||
| Net realized losses | $ | (15,692 | ) | $ | (17,169 | ) | ||
| Net unrealized gains | $ | 1,350 | $ | 25,595 | ||||
| Net increase in net assets resulting from operations | $ | 9,535 | $ | 33,983 | ||||
| Net investment income per share | $ | 0.43 | $ | 0.45 | ||||
| Net realized and unrealized (losses) gains per share | $ | (0.26 | ) | $ | 0.15 | |||
| Earnings per share | $ | 0.17 | $ | 0.60 | ||||
| Weighted average shares outstanding | 55,505,248 | 56,816,992 | ||||||
| Distributions declared per share | $ | 0.58 | $ | 0.31 | ||||
Total investment income for the three months ended December 31, 2022 and September 30, 2022 was $55.5 million and $54.2 million, respectively. The increase in investment income was primarily driven by an increase in LIBOR and SOFR rates during the three months ended December 31, 2022 compared to the three months ended September 30, 2022. This was partially offset by a decrease in fees generated from the Company's investment activity during the three months ended December 31, 2022 compared to the three months ended September 30, 2022.
Operating expenses for the three months ended December 31, 2022 and September 30, 2022 were $31.6 million and $28.6 million, respectively. The increase in operating expenses was primarily driven by an increase in interest expense under the Company's financing arrangements due to higher LIBOR and SOFR rates during the quarter ended December 31, 2022 compared to the quarter ended September 30, 2022.
PORTFOLIO AND INVESTMENT ACTIVITY1
A summary of the Company's investment activity for the three months ended December 31, 2022 is as follows:
| New Investment Commitments | Sales and Repayments | |||||||||||||||
| Investment Type | $ in Thousands |
% of Total |
$ in Thousands |
% of Total |
||||||||||||
| Senior secured first lien debt | $ | 90,840 | 99 | % | $ | 143,957 | 100 | % | ||||||||
| Senior secured second lien debt | — | — | — | — | ||||||||||||
| Collateralized securities and structured products - equity | — | — | 46 | — | ||||||||||||
| Equity | 800 | 1 | % | 301 | — | |||||||||||
| Total | $ | 91,640 | 100 | % | $ | 144,304 | 100 | % | ||||||||
During the three months ended December 31, 2022, new investment commitments were made across 3 new portfolio companies and 8 existing portfolio companies. Sales and repayments were primarily driven by the full sale or repayment of investments in 9 portfolio companies. As a result, the number of portfolio companies decreased from 119 as of September 30, 2022 to 113 as of December 31, 2022.
PORTFOLIO SUMMARY1
As of December 31, 2022, the Company’s investments consisted of the following:
| Investments at Fair Value | ||||||||
| Investment Type | $ in Thousands |
% of Total |
||||||
| Senior secured first lien debt | $ | 1,579,512 | 90.3 | % | ||||
| Senior secured second lien debt | 38,769 | 2.2 | % | |||||
| Collateralized securities and structured products - equity | 1,179 | 0.1 | % | |||||
| Unsecured debt | 22,643 | 1.3 | % | |||||
| Equity | 107,058 | 6.1 | % | |||||
| Total | $ | 1,749,161 | 100.0 | % | ||||
The following table presents certain selected information regarding the Company’s investments:
| As of | ||||||||
| December 31, 2022 | September 30, 2022 | |||||||
| Number of portfolio companies | 113 | 119 | ||||||
| Percentage of performing loans bearing a floating rate3 | 89.8 | % | 89.1 | % | ||||
| Percentage of performing loans bearing a fixed rate3 | 10.2 | % | 10.9 | % | ||||
| Yield on debt and other income producing investments at amortized cost4 | 12.36 | % | 10.76 | % | ||||
| Yield on performing loans at amortized cost4 | 12.61 | % | 10.98 | % | ||||
| Yield on total investments at amortized cost | 11.80 | % | 10.33 | % | ||||
| Weighted average leverage (net debt/EBITDA)5 | 5.30 | x | 5.11 | x | ||||
| Weighted average interest coverage5 | 2.31 | x | 2.66 | x | ||||
| Median EBITDA6 | $35.0 million | $37.3 million | ||||||
As of December 31, 2022, investments on non-accrual status represented 1.3% and 2.0% of the total investment portfolio at fair value and amortized cost, respectively.
LIQUIDITY AND CAPITAL RESOURCES
As of December 31, 2022, the Company had $958 million of total principal amount of debt outstanding, comprised of $753 million of outstanding borrowings under its senior secured credit facilities and $205 million of unsecured notes and term loans. The combined weighted average interest rate on debt outstanding was 6.7% for the quarter ended December 31, 2022. As of December 31, 2022, the Company had $94 million in cash and short-term investments and $72 million available under its financing arrangements.2
EARNING CONFERENCE CALL
CION will host an earnings conference call on Thursday, March 16, 2023 at 11:00 am Eastern Time to discuss its financial results for the fourth quarter and fiscal year ended December 31, 2022. Please visit the Investor Resources - Events and Presentations 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 Fourth Quarter 2022 Financial Results Webcast. Domestic callers can access the conference call by dialing (877) 445-9755. International callers can access the conference call by dialing +1 (201) 493-6744. 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 - Events and Presentations section of CION’s website.
ENDNOTES
| 1) | The discussion of the investment portfolio excludes short-term investments. |
| 2) | Total debt outstanding excludes netting of debt issuance costs of $6.2 million and $7.0 million as of December 31, 2022 and September 30, 2022, respectively. |
| 3) | 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. |
| 4) | 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. |
| 5) | 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. The Company may update excluded investments in prior periods to improve comparability. |
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 believe 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, excluding 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. The Company may update excluded investments in prior periods to improve comparability.
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.
| 6) | 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)
| December 31, 2022 | September 30, 2022 | |||||||
| (unaudited) | ||||||||
| Assets | ||||||||
| Investments, at fair value: | ||||||||
| Non-controlled, non-affiliated investments (amortized cost of $1,580,844 and $1,629,044, respectively) | $ | 1,525,040 | $ | 1,567,403 | ||||
| Non-controlled, affiliated investments (amortized cost of $140,344 and $138,586, respectively) | 143,876 | 142,202 | ||||||
| Controlled investments (amortized cost of $82,421 and $84,347, respectively) | 91,114 | 97,443 | ||||||
| Total investments, at fair value (amortized cost of $1,803,609 and $1,851,977, respectively) | 1,760,030 | 1,807,048 | ||||||
| Cash | 82,739 | 43,661 | ||||||
| Interest receivable on investments | 26,526 | 26,976 | ||||||
| Receivable due on investments sold and repaid | 1,016 | 7,146 | ||||||
| Dividends receivable on investments | 1,275 | — | ||||||
| Prepaid expenses and other assets | 825 | 841 | ||||||
| Total assets | $ | 1,872,411 | $ | 1,885,672 | ||||
| Liabilities and Shareholders' Equity | ||||||||
| Liabilities | ||||||||
| Financing arrangements (net of unamortized debt issuance costs of $6,178 and $7,014, respectively) | $ | 951,322 | $ | 950,486 | ||||
| Accounts payable and accrued expenses | 1,012 | 1,853 | ||||||
| Interest payable | 7,820 | 5,143 | ||||||
| Accrued management fees | 6,924 | 6,943 | ||||||
| Accrued subordinated incentive fee on income | 5,065 | 5,421 | ||||||
| Accrued administrative services expense | 1,703 | 604 | ||||||
| Share repurchase payable | — | 316 | ||||||
| Shareholder distribution payable | 14,931 | — | ||||||
| Total liabilities | 988,777 | 970,766 | ||||||
| Commitments and contingencies | ||||||||
| Shareholders' Equity | ||||||||
| Common stock, $0.001 par value; 500,000,000 shares authorized; 55,299,484 and | ||||||||
| 56,373,217 shares issued, and 55,299,484 and 56,262.964 shares outstanding, respectively | 55 | 57 | ||||||
| Capital in excess of par value | 1,044,547 | 1,053,278 | ||||||
| Accumulated distributable losses | (160,968 | ) | (138,429 | ) | ||||
| Total shareholders' equity | 883,634 | 914,906 | ||||||
| Total liabilities and shareholders' equity | $ | 1,872,411 | $ | 1,885,672 | ||||
| Net asset value per share of common stock at end of period | $ | 15.98 | $ | 16.26 | ||||
CĪON Investment Corporation
Consolidated Statements of Operations
(in thousands, except share and per share amounts)
| Three Months Ended December 31, | Year Ended December 31, | |||||||||||||||
| 2022 | 2021 | 2022 | 2021 | |||||||||||||
| (unaudited) | (unaudited) | |||||||||||||||
| Investment income | ||||||||||||||||
| Non-controlled, non-affiliated investments | ||||||||||||||||
| Interest income | $ | 40,481 | $ | 32,487 | $ | 140,560 | $ | 119,792 | ||||||||
| Paid-in-kind interest income | 6,642 | 3,349 | 22,737 | 17,306 | ||||||||||||
| Fee income | 974 | 2,571 | 9,019 | 5,927 | ||||||||||||
| Dividend income | — | 112 | 103 | 366 | ||||||||||||
| Non-controlled, affiliated investments | ||||||||||||||||
| Interest income | 1,348 | 1,094 | 5,865 | 4,961 | ||||||||||||
| Paid-in-kind interest income | 2,711 | 505 | 6,204 | 3,160 | ||||||||||||
| Fee income | — | — | 525 | — | ||||||||||||
| Dividend income | 13 | 26 | 79 | 5,576 | ||||||||||||
| Controlled investments | ||||||||||||||||
| Interest income | — | — | 6,049 | — | ||||||||||||
| Paid-in-kind interest income | 2,056 | 260 | 2,482 | 260 | ||||||||||||
| Dividend income | 1,275 | — | 1,275 | — | ||||||||||||
| Total investment income | 55,500 | 40,404 | 194,898 | 157,348 | ||||||||||||
| Operating expenses | ||||||||||||||||
| Management fees | 6,925 | 6,674 | 27,361 | 31,143 | ||||||||||||
| Administrative services expense | 1,114 | 966 | 3,348 | 3,069 | ||||||||||||
| Subordinated incentive fee on income | 5,065 | 3,942 | 18,710 | 6,875 | ||||||||||||
| General and administrative | 1,317 | 1,855 | 7,278 | 9,805 | ||||||||||||
| Interest expense | 16,855 | 8,256 | 49,624 | 31,807 | ||||||||||||
| Total operating expenses | 31,276 | 21,693 | 106,321 | 82,699 | ||||||||||||
| Net investment income before taxes | 24,224 | 18,711 | 88,577 | 74,649 | ||||||||||||
| Income tax expense, including excise tax | 347 | 301 | 372 | 342 | ||||||||||||
| Net investment income after taxes | 23,877 | 18,410 | 88,205 | 74,307 | ||||||||||||
| Realized and unrealized (losses) gains | ||||||||||||||||
| Net realized (losses) gains on: | ||||||||||||||||
| Non-controlled, non-affiliated investments | (15,692 | ) | (5,444 | ) | (11,217 | ) | (4,100 | ) | ||||||||
| Non-controlled, affiliated investments | — | (9,766 | ) | (21,530 | ) | 8,010 | ||||||||||
| Controlled investments | — | — | — | (3,067 | ) | |||||||||||
| Foreign currency | — | 1 | (3 | ) | (3 | ) | ||||||||||
| Net realized (losses) gains | (15,692 | ) | (15,209 | ) | (32,750 | ) | 840 | |||||||||
| Net change in unrealized appreciation (depreciation) on: | ||||||||||||||||
| Non-controlled, non-affiliated investments | 5,839 | (6,566 | ) | (19,807 | ) | 25,566 | ||||||||||
| Non-controlled, affiliated investments | (86 | ) | 11,615 | 13,523 | 7,261 | |||||||||||
| Controlled investments | (4,403 | ) | 7,723 | 970 | 10,790 | |||||||||||
| Net change in unrealized appreciation (depreciation) | 1,350 | 12,772 | (5,314 | ) | 43,617 | |||||||||||
| Net realized and unrealized (losses) gains | (14,342 | ) | (2,437 | ) | (38,064 | ) | 44,457 | |||||||||
| Net increase in net assets resulting from operations | $ | 9,535 | $ | 15,973 | $ | 50,141 | $ | 118,764 | ||||||||
| Per share information—basic and diluted(1) | ||||||||||||||||
| Net increase in net assets per share resulting from operations | $ | 0.17 | $ | 0.28 | $ | 0.89 | $ | 2.09 | ||||||||
| Net investment income per share | $ | 0.43 | $ | 0.32 | $ | 1.56 | $ | 1.31 | ||||||||
| Weighted average shares of common stock outstanding | 55,505,248 | 56,958,440 | 56,556,510 | 56,808,960 | ||||||||||||
(1) The Company completed a two-to-one reverse stock split, effective as of September 21, 2021. The weighted average shares used in the computation of the net increase in net assets per share resulting from operations and net investment income per share reflect the reverse stock split on a retroactive basis.
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 December 31, 2022. 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 Annual Report on Form 10-K, which CION filed with the SEC on March 16, 2023, as well as CION’s other reports filed with the SEC. A copy of CION’s Annual Report on Form 10-K 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
Investor Relations
1-800-343-3736
Analysts and Institutional Investors
Lena Cati
The Equity Group
212-836-9611
Val Ferraro
212-836-9633
Exhibit 99.2
CION Investment Corporation Fourth Quarter 2022 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 March 16 , 2023 as well as the Company’s Annual Report on Form 10 - K for the year ended December 31 , 2022 that was filed with the Securities and Exchange Commission (the “SEC”) on March 16 , 2023 . 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 COVID - 19 , inflation, rising interest rates, supply - chain disruptions and the risk of recession 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. Fourth Quarter and Other Highlights – Ended December 31, 2022 ▪ Net investment income and earnings per share for the quarter ended December 31 , 2022 were $ 0 . 43 per share and $ 0 . 17 per share, respectively ; ▪ Net asset value per share was $ 15 . 98 as of December 31 , 2022 compared to $ 16 . 26 as of September 30 , 2022 . The decrease was primarily due to the special year - end distribution of $ 0 . 27 per share and mark - to - market adjustments to our portfolio, which was partially offset by accretion from our 10 b 5 - 1 trading plan . ▪ As of December 31 , 2022 , the Company had $ 958 million of total principal amount of debt outstanding, of which 79 % was comprised of senior secured bank debt and 21 % was comprised of unsecured debt . The Company’s debt - to - equity ratio was 1 . 08 x as of December 31 , 2022 compared to 1 . 05 x as of September 30 , 2022 ; ▪ As of December 31 , 2022 , the Company had total investments at fair value of $ 1 , 749 million in 113 portfolio companies across 23 industries . The investment portfolio was comprised of 92 . 5 % senior secured loans, including 90 . 3 % in first lien investments ; ( 1 ) ▪ During the quarter, the Company had new investment commitments of $ 92 million, funded new investment commitments of $ 83 million, funded previously unfunded commitments of $ 16 million, and had sales and repayments totaling $ 144 million, resulting in a net decrease to the Company's funded portfolio of $ 46 million ; ▪ As of December 31 , 2022 , investments on non - accrual status amounted to 1 . 3 % and 2 . 0 % of the total investment portfolio at fair value and amortized cost, respectively ; and ▪ During the quarter, the Company repurchased 963 , 480 shares of its common stock at an average price of $ 9 . 06 per share for a total repurchase amount of $ 8 . 7 million under its 10 b 5 - 1 trading plan . DISTRIBUTIONS ▪ For the quarter ended December 31 , 2022 , the Company paid a regular quarterly distribution totaling $ 17 . 6 million, or $ 0 . 31 per share, and declared a special year - end distribution totaling $ 14 . 9 million, or $ 0 . 27 per share, which was paid on January 31 , 2023 ; and ▪ On March 13 , 2023 , the Company’s co - chief executive officers declared a first quarter 2023 regular distribution of $ 0 . 34 per share payable on March 31 , 2023 to shareholders of record as of March 24 , 2023 , which is an increase of $ 0 . 03 per share, or 9 . 7 % , from the $ 0 . 31 per share regular distribution paid by CION during the fourth quarter of 2022 . SUBSEQUENT EVENT ▪ On February 28 , 2023 , the Company completed a public offering in Israel pursuant to which the Company issued approximately $ 80 . 7 million of its unsecured Series A Notes due 2026 , which bear interest at a rate equal to SOFR plus a credit spread of 3 . 82 % per year payable quarterly .
4 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 10 for debt net of issuance costs . (3) Includes special distributions of $0.27 per share and $0.20 per share during the quarters ended December 31, 2022 and 2021, r esp ectively.
Investment Activity ▪ New investment commitments for the quarter were $92 million, of which $83 million were funded and $9 million were unfunded. ▪ New investment commitments were made across 3 new portfolio companies and 8 existing portfolio companies. ▪ Fundings of previously unfunded commitments for the quarter were $16 million. ▪ Sales and repayments totaled $144 million for the quarter primarily driven by the full sale or repayment of investments in 9 por tfolio companies. The discussion of the investment portfolio excludes short term investments. Unfunded c ommitments 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, which ma y b e shorter than the loan’s maturity date. 5 DB0
6 Portfolio Asset Composition 90% 90% 93% 92% 92% 2% 2% 1% 2% 2% 0% * 0% * 0% * 0% * 0% * 2% 2% 2% 2% 2% 6% 6% 4% 4% 4% $1,749 $1,797 $1,791 $1,740 $1,666 Q4 2022 Q3 2022 Q2 2022 Q1 2022 Q4 2021 End of Period Investments (in millions) * Less than 1%. The discussion of the investment portfolio is at fair value and excludes short term investments. 99% 84% 98% 99% 88% 14% 1% 6% 1% 2% 1% 1% 6% $92 $134 $184 $155 $353 Q4 2022 Q3 2022 Q2 2022 Q1 2022 Q4 2021 New Investment Commitments (in millions)
7 INTERNAL INVESTMENT RISK RATINGS (1) (% of Total Portfolio, Fair Value) Q4 2022 NON - ACCRUAL % (1) Higher Credit Quality Lower Credit Quality Credit Quality of Investments 1.96% 1.34% Amortized Cost Fair Value (1) The discussion of the investment portfolio excludes short term investments. * - Less than 1%.
92.5% Senior Secured Debt Investments PORTFOLIO BY SECURITY TYPE (4) PORTFOLIO BY INTEREST RATE TYPE (4) 90.3% 2.2% 6.1% 0.1% 1.3% ▪ First Lien Debt (90.3%) ▪ Second Lien Debt (2.2%) ▪ Equity (6.1%) ▪ Collateralized Securities & Structured Products: Equity (0.1%) ▪ Unsecured Debt (1.3%) ▪ Floating Interest Rate Investments (84.2%) ▪ Fixed Interest Rate Investments (9.2%) ▪ Non - Income Producing Investments (6.0%) ▪ Other Income Producing Investments (0.6%) Portfolio Summary 8 ( 1 ) See endnote 4 in our press release filed with the SEC on March 16 , 2023 . ( 2 ) See endnote 5 in our press release filed with the SEC on March 16 , 2023 . ( 3 ) See endnote 6 in our press release filed with the SEC on March 16 , 2023 . ( 4 ) The discussion of the investment portfolio excludes short term investments . 84.2% 9.2% 6.0% 0.6%
Quarterly Operating Results 9
Quarterly Balance Sheet 10
11 Q4 2022 Net Asset Value Bridge Per Share Data * *
12 Full Year 2022 Net Asset Value Bridge Per Share Data (1) Includes a special distribution of $0.27 per share during the quarter ended December 31, 2022.
13 Total Commitment Amount Principal Amount Outstanding Interest Rate Maturity Date JPM Credit Facility $675 $610 L + 3.10% (2) 5/15/2024 UBS Facility 150 143 L + 3.375% 11/19/2023 Unsecured Notes, 2026 (1) 125 125 4.50% 2/11/2026 2022 Unsecured Term Loan (1) 50 50 S + 3.50% 4/27/2027 2021 Unsecured Term Loan (1) 30 30 5.20% 9/30/2024 Total Debt $1,030 $958 6.7% Debt Summary DEBT MATURITIES ($ in millions) DEBT SCHEDULE ($ in millions) $72 million in available capacity within existing senior secured facilities (1) Investment grade credit rating. (2) $100 million bears interest at a rate of SOFR + 3.10% and a LIBOR to SOFR credit spread adjustment of 0.15%.
14 Distribution Per Share and Distribution Coverage 1