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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event
reported): August 8, 2024 (August 5,
2024)
CĪON
Investment Corporation
(Exact Name of Registrant as Specified
in Charter)
Maryland |
|
000-54755 |
|
45-3058280 |
(State
or Other Jurisdiction of Incorporation) |
|
(Commission
File Number) |
|
(I.R.S.
Employer Identification No.) |
|
100 Park Avenue, 25th Floor
New York, New York 10017 |
|
|
(Address of Principal Executive Offices) |
|
|
(212)
418-4700 |
|
|
(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:
¨
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered
pursuant to Section 12(b) of the Act:
Title
of each class |
|
Trading
symbol(s) |
|
Name
of each exchange on which registered |
Common stock, par value $0.001 per share |
|
CION |
|
The New York Stock Exchange |
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
August 5, 2024, CION’s co-chief executive officers declared
a quarterly base distribution of $0.36 per share for the third quarter of 2024 payable on
September 17, 2024 to shareholders of record as of September 3, 2024. A copy of the press release
announcing the foregoing is attached hereto as Exhibit 99.1 and incorporated by reference herein.
Q2 2024
Financial Results
On
August 8, 2024, CION issued a press release announcing its financial results for the second
quarter ended June 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 August 8, 2024 to discuss its financial results for the second quarter
ended June 30, 2024, 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 8.01. Other Events.
On
August 6, 2024, the Board, including a majority of the Board who are not interested persons, approved the renewal of the (i) second
amended and restated investment advisory agreement with CION Investment Management, LLC (“CIM”), and (ii) administration agreement
with CIM, each for a period of twelve months commencing August 9, 2024.
Item 9.01.
Financial Statements and Exhibits.
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: |
August 8, 2024 |
By: /s/ Michael A. Reisner |
|
|
Co-Chief Executive Officer |
EXHIBIT LIST
EXHIBIT
NUMBER |
|
DESCRIPTION |
Exhibit 99.1
CION INVESTMENT CORPORATION REPORTS SECOND QUARTER
2024 FINANCIAL RESULTS
Disciplined Capital Deployment Contributes to
Net Portfolio Growth
For Immediate Release
NEW YORK, August 8, 2024 — CION Investment
Corporation (NYSE: CION) (“CION” or the “Company”) today reported financial results for the second quarter ended
June 30, 2024 and filed its Form 10-Q with the U.S. Securities and Exchange Commission.
CION also announced that, on August 5, 2024, its
co-chief executive officers declared a third quarter 2024 base distribution of $0.36 per share, payable on September 17, 2024 to shareholders
of record as of September 3, 2024.
SECOND QUARTER AND OTHER HIGHLIGHTS
| • | Net investment income and earnings per share for the quarter ended June 30, 2024 were $0.43 per share
and $0.42 per share, respectively; |
| • | Net asset value per share was $16.08 as of June 30, 2024 compared to $16.05 as of March 31, 2024,
an increase of $0.03 per share, or 0.2%. The increase was primarily due to out-earning its distribution by $0.02 per share and repurchases
of the Company's common stock below NAV during the quarter ended June 30, 2024, which was partially offset by realized and unrealized
losses of $0.01 per share; |
| • | As of June 30, 2024, the Company had $1.07 billion of total principal amount of debt outstanding,
of which 61% was comprised of senior secured bank debt and 39% was comprised of unsecured debt. The Company’s net debt-to-equity
ratio was 1.13x as of June 30, 2024 compared to 1.03x as of March 31, 2024; |
| • | As of June 30, 2024, the Company had total investments at fair value of $1.82 billion in 107 portfolio
companies across 24 industries. The investment portfolio was comprised of 85.1% senior secured loans, including 84.3% in first lien investments;1 |
| • | During the quarter, the Company funded new investment commitments of $137 million, funded previously unfunded
commitments of $10 million, and had sales and repayments totaling $77 million, resulting in a net increase to the Company's funded portfolio
of $70 million; |
| • | As of June 30, 2024, investments on non-accrual status amounted to 1.36% and 2.69% of the total investment
portfolio at fair value and amortized cost, respectively, compared to 0.86% and 2.88%, respectively, as of March 31, 2024; |
| • | During the quarter, the Company repurchased 234,982 shares of its common stock under its 10b5-1 trading
plan at an average price of $11.37 per share for a total repurchase amount of $2.7 million. Through June 30, 2024, the Company
repurchased a total of 3,432,817 shares of its common stock under its 10b5-1 trading plan at an average price of $9.99 per share for a
total repurchase amount of $34.3 million; and |
| • | 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. |
DISTRIBUTIONS
| • | For the quarter ended June 30, 2024, the Company paid a quarterly base distribution totaling $19.3
million, or $0.36 per share, and declared a mid-year supplemental distribution totaling $2.7 million, or $0.05 per share, paid on July
12, 2024 to shareholders of record as of June 28, 2024. |
Michael A. Reisner, co-Chief Executive Officer of CION, commented:
“I’m pleased to report that CION continues
to perform well, with strong results in net investment income, NAV stability, capital deployment, and portfolio credit performance. We
are focused on building a durable franchise here at CION, and believe that CION is uniquely positioned for this environment given our
middle market, first lien direct lending focus paired with our opportunistic strategy as we seek to capture alpha in volatile and complex
market conditions.”
SELECTED FINANCIAL HIGHLIGHTS
| |
As of | |
(in thousands, except per share data and ratios) | |
June 30, 2024 | | |
March 31, 2024 | |
Investment portfolio, at fair value1 | |
$ | 1,822,963 | | |
$ | 1,740,700 | |
Total debt outstanding3 | |
$ | 1,069,844 | | |
$ | 1,069,844 | |
Net assets | |
$ | 860,806 | | |
$ | 863,059 | |
Net asset value per share | |
$ | 16.08 | | |
$ | 16.05 | |
Debt-to-equity ratio | |
| 1.24 | x | |
| 1.24 | x |
Net debt-to-equity ratio | |
| 1.13 | x | |
| 1.03 | x |
| |
Three Months Ended | |
(in thousands, except share and per share data) | |
June 30, 2024 | | |
March 31, 2024 | |
Total investment income | |
$ | 61,357 | | |
$ | 73,554 | |
Total operating expenses and income tax expense | |
$ | 38,394 | | |
$ | 40,961 | |
Net investment income after taxes | |
$ | 22,963 | | |
$ | 32,593 | |
Net realized losses | |
$ | (20,277 | ) | |
$ | (9,736 | ) |
Net unrealized gains (losses) | |
$ | 19,692 | | |
$ | (16,412 | ) |
Net increase in net assets resulting from operations | |
$ | 22,378 | | |
$ | 6,445 | |
| |
| | | |
| | |
Net investment income per share | |
$ | 0.43 | | |
$ | 0.60 | |
Net realized and unrealized losses per share | |
$ | (0.01 | ) | |
$ | (0.48 | ) |
Earnings per share | |
$ | 0.42 | | |
$ | 0.12 | |
| |
| | | |
| | |
Weighted average shares outstanding | |
| 53,595,624 | | |
| 53,960,698 | |
Distributions declared per share | |
$ | 0.41 | | |
$ | 0.34 | |
Total investment income for the three months
ended June 30, 2024 and March 31, 2024 was $61.4 million and $73.6 million, respectively. The decrease in total investment income
was primarily driven by higher investment income from origination and restructuring activities and fees received in connection with the
repayment of portfolio investments during the three months ended March 31, 2024.
Operating expenses for the three months ended
June 30, 2024 and March 31, 2024 were $38.4 million and $41.0 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 June 30, 2024 as compared to
the quarter ended March 31, 2024.
PORTFOLIO AND INVESTMENT ACTIVITY1
A summary of the Company's investment activity for the three months
ended June 30, 2024 is as follows:
| |
New Investment
Commitments | | |
Sales and Repayments | |
Investment Type (in thousands) | |
Amount | | |
Percentage of Total | | |
Amount | | |
Percentage of Total | |
Senior secured first lien debt | |
$ | 138,624 | | |
| 93 | % | |
$ | 61,908 | | |
| 81 | % |
Senior secured second lien debt | |
| — | | |
| — | | |
| 12,505 | | |
| 16 | % |
Collateralized securities and structured products - equity | |
| — | | |
| — | | |
| 64 | | |
| — | |
Equity | |
| 9,758 | | |
| 7 | % | |
| 2,446 | | |
| 3 | % |
Total | |
$ | 148,382 | | |
| 100 | % | |
$ | 76,923 | | |
| 100 | % |
During the three months ended June 30, 2024,
new investment commitments were made across 3 new and 16 existing portfolio companies. During the
same period, the Company exited its investment in 1 portfolio company via sale and wrote off all investments in 4 portfolio companies.
As a result, the number of portfolio companies decreased from 109 as of March 31, 2024 to 107 as of June 30, 2024.
PORTFOLIO SUMMARY1
As of June 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 | |
$1,536,753 | | |
84.3% | |
Senior secured second lien debt | |
| 15,050 | | |
| 0.8 | % |
Collateralized securities and structured products - equity | |
| 770 | | |
| 0.1 | % |
Unsecured debt | |
| 5,493 | | |
| 0.3 | % |
Equity | |
| 264,897 | | |
| 14.5 | % |
Total | |
$ | 1,822,963 | | |
| 100.0 | % |
The following table presents certain selected information regarding
the Company’s investments:
| |
As of | |
| |
June 30, 2024 | | |
March 31, 2024 | |
Number of portfolio companies | |
| 107 | | |
| 109 | |
Percentage of performing loans bearing a floating rate4 | |
| 94.5 | % | |
| 92.6 | % |
Percentage of performing loans bearing a fixed rate4 | |
| 5.5 | % | |
| 7.4 | % |
Yield on debt and other income producing investments at amortized cost5 | |
| 12.86 | % | |
| 12.93 | % |
Yield on performing loans at amortized cost5 | |
| 13.26 | % | |
| 13.39 | % |
Yield on total investments at amortized cost | |
| 11.48 | % | |
| 11.52 | % |
Weighted average leverage (net debt/EBITDA)6 | |
| 4.74 | x | |
| 4.98 | x |
Weighted average interest coverage6 | |
| 2.01 | x | |
| 1.98 | x |
Median EBITDA7 | |
| $32.8 million | | |
| $33.7 million | |
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. As of March 31, 2024,
investments on non-accrual status represented 0.86% and 2.88% of the total investment portfolio at fair value and amortized cost, respectively.
LIQUIDITY AND CAPITAL RESOURCES
As of June 30, 2024, the Company had $1.07
billion of total principal amount of debt outstanding, comprised of $650 million of outstanding borrowings under its senior secured credit
facilities and $420 million of unsecured notes and term loans. The combined weighted average interest rate on debt outstanding was 8.4%
for the quarter ended June 30, 2024. As of June 30, 2024, the Company had $93 million in cash and short-term investments
and $175 million available under its financing arrangements.3
EARNINGS CONFERENCE CALL
CION will host an earnings conference call on
Thursday, August 8, 2024 at 11:00 am Eastern Time to discuss its financial results for the second quarter ended June 30, 2024. 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 Second
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 - Events and Presentations 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 $8.1 million and $9.4 million as of
June 30, 2024 and March 31, 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)
| |
June 30, 2024 | | |
March 31, 2024 | |
| |
(unaudited) | | |
(unaudited) | |
Assets |
Investments, at fair value: | |
| | | |
| | |
Non-controlled, non-affiliated investments (amortized cost of $1,544,674 and $1,541,138, respectively) | |
$ | 1,502,910 | | |
$ | 1,494,478 | |
Non-controlled, affiliated investments (amortized cost of $240,735 and $212,966, respectively) | |
| 250,411 | | |
| 202,915 | |
Controlled investments (amortized cost of $138,792 and $154,505, respectively) | |
| 152,804 | | |
| 173,444 | |
Total investments, at fair value (amortized cost of $1,924,201 and $1,908,609, respectively) | |
| 1,906,125 | | |
| 1,870,837 | |
Cash | |
| 9,798 | | |
| 48,482 | |
Interest receivable on investments | |
| 40,841 | | |
| 36,366 | |
Receivable due on investments sold and repaid | |
| 2,631 | | |
| 11,452 | |
Dividends receivable on investments | |
| 129 | | |
| — | |
Prepaid expenses and other assets | |
| 942 | | |
| 1,137 | |
Total assets | |
$ | 1,960,466 | | |
$ | 1,968,274 | |
| |
| | | |
| | |
Liabilities and Shareholders' Equity |
Liabilities | |
| | | |
| | |
Financing arrangements (net of unamortized debt issuance costs of $8,134 and $9,388, respectively) | |
$ | 1,061,710 | | |
$ | 1,060,455 | |
Payable for investments purchased | |
| 11,789 | | |
| 21,041 | |
Accounts payable and accrued expenses | |
| 1,031 | | |
| 743 | |
Interest payable | |
| 9,614 | | |
| 8,556 | |
Accrued management fees | |
| 6,841 | | |
| 6,864 | |
Accrued subordinated incentive fee on income | |
| 4,871 | | |
| 6,914 | |
Accrued administrative services expense | |
| 1,128 | | |
| 642 | |
Shareholder distribution payable | |
| 2,676 | | |
| — | |
Total liabilities | |
| 1,099,660 | | |
| 1,105,215 | |
| |
| | | |
| | |
Shareholders' Equity | |
| | | |
| | |
Common stock, $0.001 par value; 500,000,000 shares authorized; 53,525,623 and | |
| | | |
| | |
54,760,605 shares issued, and 53,525,623 and 53,760,605 shares outstanding, respectively | |
| 54 | | |
| 54 | |
Capital in excess of par value | |
| 1,025,689 | | |
| 1,028,360 | |
Accumulated distributable losses | |
| (164,937 | ) | |
| (165,355 | ) |
Total shareholders' equity | |
| 860,806 | | |
| 863,059 | |
Total liabilities and shareholders' equity | |
$ | 1,960,466 | | |
$ | 1,968,274 | |
Net asset value per share of common stock at end of period | |
$ | 16.08 | | |
$ | 16.05 | |
CĪON Investment Corporation
Consolidated Statements of Operations
(in thousands, except share and per share amounts)
| |
Three Months Ended June 30, | | |
Six Months Ended June 30, | | |
Year Ended December 31, | |
| |
2024 | | |
2023 | | |
2024 | | |
2023 | | |
2023 | |
| |
(unaudited) | | |
(unaudited) | | |
(unaudited) | | |
(unaudited) | | |
| |
Investment income | |
| | | |
| | | |
| | | |
| | | |
| | |
Non-controlled, non-affiliated investments | |
| | | |
| | | |
| | | |
| | | |
| | |
Interest income | |
$ | 38,512 | | |
$ | 47,117 | | |
$ | 93,884 | | |
$ | 89,885 | | |
$ | 184,013 | |
Paid-in-kind interest income | |
| 7,236 | | |
| 4,297 | | |
| 14,285 | | |
| 9,128 | | |
| 22,317 | |
Fee income | |
| 1,338 | | |
| 1,154 | | |
| 5,211 | | |
| 2,297 | | |
| 7,871 | |
Dividend income | |
| 5,139 | | |
| — | | |
| 5,139 | | |
| — | | |
| 210 | |
Non-controlled, affiliated investments | |
| | | |
| | | |
| | | |
| | | |
| | |
Interest income | |
| 2,383 | | |
| 1,734 | | |
| 3,902 | | |
| 4,208 | | |
| 7,068 | |
Paid-in-kind interest income | |
| 2,569 | | |
| 1,751 | | |
| 5,051 | | |
| 3,482 | | |
| 8,372 | |
Fee income | |
| 704 | | |
| 477 | | |
| 704 | | |
| 2,397 | | |
| 2,432 | |
Dividend income | |
| 13 | | |
| 52 | | |
| 40 | | |
| 3,933 | | |
| 3,946 | |
Controlled investments | |
| | | |
| | | |
| | | |
| | | |
| | |
Interest income | |
| 3,163 | | |
| 1,914 | | |
| 6,395 | | |
| 3,891 | | |
| 8,090 | |
Paid-in-kind interest income | |
| — | | |
| — | | |
| — | | |
| — | | |
| 1,050 | |
Fee income | |
| 300 | | |
| — | | |
| 300 | | |
| — | | |
| 1,391 | |
Dividend income | |
| — | | |
| — | | |
| — | | |
| 4,250 | | |
| 4,250 | |
Total investment income | |
| 61,357 | | |
| 58,496 | | |
| 134,911 | | |
| 123,471 | | |
| 251,010 | |
Operating expenses | |
| | | |
| | | |
| | | |
| | | |
| | |
Management fees | |
| 6,841 | | |
| 6,546 | | |
| 13,705 | | |
| 13,222 | | |
| 26,856 | |
Administrative services expense | |
| 1,246 | | |
| 910 | | |
| 2,338 | | |
| 1,747 | | |
| 3,971 | |
Subordinated incentive fee on income | |
| 4,871 | | |
| 4,965 | | |
| 11,785 | | |
| 11,300 | | |
| 22,277 | |
General and administrative | |
| 1,659 | | |
| 2,074 | | |
| 3,443 | | |
| 4,029 | | |
| 7,382 | |
Interest expense | |
| 23,773 | | |
| 20,467 | | |
| 48,075 | | |
| 39,776 | | |
| 85,556 | |
Total operating expenses | |
| 38,390 | | |
| 34,962 | | |
| 79,346 | | |
| 70,074 | | |
| 146,042 | |
Net investment income before taxes | |
| 22,967 | | |
| 23,534 | | |
| 55,565 | | |
| 53,397 | | |
| 104,968 | |
Income tax expense (benefit), including excise tax | |
| 4 | | |
| 118 | | |
| 9 | | |
| 123 | | |
| (54 | ) |
Net investment income after taxes | |
| 22,963 | | |
| 23,416 | | |
| 55,556 | | |
| 53,274 | | |
| 105,022 | |
Realized and unrealized gains (losses) | |
| | | |
| | | |
| | | |
| | | |
| | |
Net realized losses on: | |
| | | |
| | | |
| | | |
| | | |
| | |
Non-controlled, non-affiliated investments | |
| (13,186 | ) | |
| (18,928 | ) | |
| (22,922 | ) | |
| (23,453 | ) | |
| (31,927 | ) |
Non-controlled, affiliated investments | |
| (7,091 | ) | |
| — | | |
| (7,091 | ) | |
| — | | |
| — | |
Controlled investments | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | |
Net realized losses | |
| (20,277 | ) | |
| (18,928 | ) | |
| (30,013 | ) | |
| (23,453 | ) | |
| (31,927 | ) |
Net change in unrealized appreciation (depreciation) on: | |
| | | |
| | | |
| | | |
| | | |
| | |
Non-controlled, non-affiliated investments | |
| 1,417 | | |
| 23,396 | | |
| (5,100 | ) | |
| (17,690 | ) | |
| 15,658 | |
Non-controlled, affiliated investments | |
| 23,202 | | |
| 595 | | |
| 16,956 | | |
| (9,695 | ) | |
| (7,335 | ) |
Controlled investments | |
| (4,927 | ) | |
| (585 | ) | |
| (8,576 | ) | |
| (5,587 | ) | |
| 13,896 | |
Net change in unrealized appreciation (depreciation) | |
| 19,692 | | |
| 23,406 | | |
| 3,280 | | |
| (32,972 | ) | |
| 22,219 | |
Net realized and unrealized (losses) gains | |
| (585 | ) | |
| 4,478 | | |
| (26,733 | ) | |
| (56,425 | ) | |
| (9,708 | ) |
Net increase (decrease) in net assets resulting from operations | |
$ | 22,378 | | |
$ | 27,894 | | |
$ | 28,823 | | |
$ | (3,151 | ) | |
$ | 95,314 | |
Per share information—basic and diluted | |
| | | |
| | | |
| | | |
| | | |
| | |
Net increase (decrease) in net assets per share resulting from operations | |
$ | 0.42 | | |
$ | 0.51 | | |
$ | 0.54 | | |
$ | (0.06 | ) | |
$ | 1.74 | |
Net investment income per share | |
$ | 0.43 | | |
$ | 0.43 | | |
$ | 1.03 | | |
$ | 0.97 | | |
$ | 1.92 | |
Weighted average shares of common stock outstanding | |
| 53,595,624 | | |
| 54,788,740 | | |
| 53,778,161 | | |
| 54,948,225 | | |
| 54,685,327 | |
ABOUT CION INVESTMENT CORPORATION
CION Investment Corporation is a leading publicly
listed business development company that had approximately $2.0 billion in total assets as of June 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
August 8, 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
James Carbonara
Hayden IR
James@haydenir.com
(646) 755-7412
Exhibit 99.2
CION Investment Corporation Second 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, August 8 , 2024 as well as the Company’s Quarterly Report on Form 10 - Q for the quarter ended June 30 , 2024 that was filed with the Securities and Exchange Commission (the “SEC”) on August 8 , 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. Second Quarter and Other Highlights – Ended June 30, 2024 • Net investment income and earnings per share for the quarter ended June 30 , 2024 were $ 0 . 43 per share and $ 0 . 42 per share, respectively ; • Net asset value per share was $ 16 . 08 as of June 30 , 2024 compared to $ 16 . 05 as of March 31 , 2024 , an increase of $ 0 . 03 per share, or 0 . 2 % . The increase was primarily due to out - earning its distribution by $ 0 . 02 per share and repurchases of the Company's common stock below NAV during the quarter ended June 30 , 2024 , which was partially offset by realized and unrealized losses of $ 0 . 01 per share ; • As of June 30 , 2024 , the Company had $ 1 . 07 billion of total principal amount of debt outstanding, of which 61 % was comprised of senior secured bank debt and 39 % was comprised of unsecured debt . The Company’s net debt - to - equity ratio was 1 . 13 x as of June 30 , 2024 compared to 1 . 03 x as of March 31 , 2024 ; • As of June 30 , 2024 , the Company had total investments at fair value of $ 1 . 82 billion in 107 portfolio companies across 24 industries . The investment portfolio was comprised of 85 . 1 % senior secured loans, including 84 . 3 % in first lien investments ; 1 • During the quarter, the Company funded new investment commitments of $ 137 million, funded previously unfunded commitments of $ 10 million, and had sales and repayments totaling $ 77 million, resulting in a net increase to the Company's funded portfolio of $ 70 million ; • As of June 30 , 2024 , investments on non - accrual status amounted to 1 . 36 % and 2 . 69 % of the total investment portfolio at fair value and amortized cost, respectively, compared to 0 . 86 % and 2 . 88 % , respectively, as of March 31 , 2024 ; • During the quarter, the Company repurchased 234 , 982 shares of its common stock under its 10 b 5 - 1 trading plan at an average price of $ 11 . 37 per share for a total repurchase amount of $ 2 . 7 million . Through June 30 , 2024 , the Company repurchased a total of 3 , 432 , 817 shares of its common stock under its 10 b 5 - 1 trading plan at an average price of $ 9 . 99 per share for a total repurchase amount of $ 34 . 3 million ; and • 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 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 DISTRIBUTIONS • For the quarter ended June 30 , 2024 , the Company paid a quarterly base distribution totaling $ 19 . 3 million, or $ 0 . 36 per share, and declared a mid - year supplemental distribution totaling $ 2 . 7 million, or $ 0 . 05 per share, paid on July 12 , 2024 to shareholders of record as of June 28 , 2024 ; and • On August 5 , 2024 , the Company’s co - chief executive officers declared a third quarter 2024 base distribution of $ 0 . 36 per share, payable on September 17 , 2024 to shareholders of record as of September 3 , 2024 .
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 supplemental distributions of $ 0 . 05 per share during each quarter ended September 30 , 2023 , December 31 , 2023 and June 30 , 2024 and a special distribution of $ 0 . 15 per share during the quarter ended December 31 , 2023 . ($ in millions) Q2 2024 Q1 2024 Q4 2023 Q3 2023 Q2 2023 Investment portfolio, at fair value (1) $1,823 $1,741 $1,841 $1,728 $1,688 Total debt outstanding (2) $1,070 $1,070 $1,092 $1,008 $986 Net assets $861 $863 $880 $861 $836 Debt - to - equity 1.24x 1.24x 1.24x 1.17x 1.18x Net debt - to - equity 1.13x 1.03x 1.10x 1.03x 1.04x Total investment income $61.4 $73.6 $60.0 $67.5 $58.5 Net investment income $23.0 $32.6 $21.8 $30.0 $23.4 Net realized and unrealized (losses) gains $(0.6) $(26.1) $29.2 $17.5 $4.5 Net increase in net assets resulting from operations $22.4 $6.4 $51.0 $47.5 $27.9 Per Share Data Net asset value per share $16.08 $16.05 $16.23 $15.80 $15.31 Net investment income per share $0.43 $0.60 $0.40 $0.55 $0.43 Net realized and unrealized (losses) gains per share $(0.01) $(0.48) $0.54 $0.32 $0.08 Earnings per share $0.42 $0.12 $0.94 $0.87 $0.51 Distributions declared per share (3) $0.41 $0.34 $0.54 $0.39 $0.34
Investment Activity • New investment commitments for the quarter were $148 million, of which $137 million were funded and $11 million were unfunded . • New investment commitments were made across 3 new and 16 existing portfolio companies. • Fundings of previously unfunded commitments for the quarter were $10 million. • Sales and repayments totaled $77 million for the quarter, which included the full exit of investments in 1 portfolio company via sale. Note - The discussion of the investment portfolio excludes short term investments. Unfunded commitments are generally subject to borrowers meeting certain criteria such as compliance with covenants and certain operational metrics. These amounts may remain outstanding until the commitment period of an applicable loan expires, whi ch may be shorter than the loan’s maturity date. 5 ($ in millions) Q2 2024 Q1 2024 Q4 2023 Q3 2023 Q2 2023 New investment commitments $148 $125 $152 $97 $62 Funded $137 $107 $147 $93 $62 Unfunded $11 $18 $5 $4 $0 Fundings of previously unfunded commitments $10 $4 $7 $10 $8 Repayments $(77) $(190) $(83) $(94) $(53) Sales $0 $(17) $0 $(2) $(2) Net funded investment activity $70 $(96) $71 $7 $15 Total Portfolio Companies 107 109 111 109 112
6 Portfolio Asset Composition * Less than 1%. The discussion of the investment portfolio is at fair value and excludes short term investments. 100% 100% 88% 7% 5% 93% 7% 84% 15% 1% 0%* 0%* 0%* 0%* 0%* 1% 1% 1% 85% 1% 13% 86% 11% 2% 87% 2% 10% 14% 2% 0%* 93% 7% 84% 0%*
7 INTERNAL INVESTMENT RISK RATINGS (1) (% of Total Portfolio, Fair Value) Q2 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%. Rating Q2 2024 Q1 2024 Q4 2023 Q3 2023 Q2 2023 1 1.3% 0.0%* 5.3% 0.0%* 1.9% 2 88.3% 88.5% 87.2% 90.7% 86.6% 3 9.0% 10.4% 6.5% 8.2% 10.7% 4 1.1% 0.7% 0.6% 0.6% 0.5% 5 0.3% 0.4% 0.4% 0.5% 0.3% Total 100.0% 100.0% 100.0% 100.0% 100.0%
PORTFOLIO BY SECURITY TYPE (4) PORTFOLIO BY INTEREST RATE TYPE (4) Portfolio Summary 8 ( 1 ) See endnote 5 in our press release filed with the SEC on August 8 , 2024 . ( 2 ) See endnote 6 in our press release filed with the SEC on August 8 , 2024 . ( 3 ) See endnote 7 in our press release filed with the SEC on August 8 , 2024 . ( 4 ) The discussion of the investment portfolio excludes short term investments . Portfolio Characteristics (as of June 30, 2024) (4) Investment Portfolio Total investments and unfunded commitments $1,900.5 million Unfunded commitments $77.5 million Investments at fair value $1,823.0 million Yield on debt and other income producing investments at amortized cost (1) 12.86 % Yield on performing loans at amortized cost (1) 13.26 % Yield on total investments at amortized cost 11.48 % Portfolio Companies Number of portfolio companies 107 Weighted average leverage (net debt/EBITDA) (2) 4.74x Weighted average interest coverage (2) 2.01x Median EBITDA (3) $32.8 million Industry Diversification (4) Industry % of Investment Portfolio Services: Business 15.8 % Healthcare & Pharmaceuticals 12.5 % Retail 7.8 % Media: Diversified & Production 7.3 % Services: Consumer 5.9 % Other (≤ 5.9% each) 50.7 % 85.1% Senior Secured Debt Investments
Quarterly Operating Results 9 All figures in thousands, except share and per share data Q2 2024 Q1 2024 Q4 2023 Q3 2023 Q2 2023 Investment income Interest income (1) $ 53,863 $ 69,654 $ 56,403 $ 63,913 $ 56,813 Dividend income 5,152 27 128 95 52 Fee income 2,342 3,873 3,468 3,532 1,631 Total investment income $ 61,357 $ 73,554 $ 59,999 $ 67,540 $ 58,496 Expenses Management fees $ 6,841 $ 6,864 $ 6,893 $ 6,741 $ 6,546 Interest and other debt expenses 23,773 24,302 24,023 21,757 20,467 Incentive fees 4,871 6,914 4,615 6,362 4,965 Other operating expenses 2,905 2,876 2,650 2,927 2,984 Total expenses before taxes $ 38,390 $ 40,956 $ 38,181 $ 37,787 $ 34,962 Income tax expense (benefit), including excise tax 4 5 60 (237) 118 Net investment income after taxes $ 22,963 $ 32,593 $ 21,758 $ 29,990 $ 23,416 Net realized loss and unrealized appreciation (depreciation) on investments Net realized loss $ (20,277) $ (9,736) $ (351) $ (8,123) $ (18,928) Net change in unrealized appreciation (depreciation) 19,692 (16,412) 29,585 25,606 23,406 Net realized and unrealized (losses) gains $ (585) $ (26,148) $ 29,234 $ 17,483 $ 4,478 Net increase in net assets resulting from operations $ 22,378 $ 6,445 $ 50,992 $ 47,473 $ 27,894 Per share data Net investment income $ 0.43 $ 0.60 $ 0.40 $ 0.55 $ 0.43 Net realized loss and unrealized (depreciation) appreciation on investments $ (0.01) $ (0.48) $ 0.54 $ 0.32 $ 0.08 Earnings per share $ 0.42 $ 0.12 $ 0.94 $ 0.87 $ 0.51 Distributions declared per share (2) $ 0.41 $ 0.34 $ 0.54 $ 0.39 $ 0.34 Weighted average shares outstanding 53,595,624 53,960,698 54,292,065 54,561,367 54,788,740 Shares outstanding, end of period 53,525,623 53,760,605 54,184,636 54,464,804 54,632,827 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 distribution of $0.15 per share during the quarter ended December 31, 2023.
Quarterly Balance Sheet 10 All figures in thousands, except per share data and asset coverage ratio Q2 2024 Q1 2024 Q4 2023 Q3 2023 Q2 2023 Assets Investments, at fair value $ 1,906,125 $ 1,870,837 $ 1,954,270 $ 1,844,877 $ 1,788,462 Cash 9,798 48,482 8,415 6,805 11,515 Interest receivable on investments 40,841 36,366 36,724 40,378 33,200 Receivable due on investments sold 2,631 11,452 967 2,646 997 Dividend receivable on investments 129 — — 82 — Prepaid expenses and other assets 942 1,137 1,348 1,552 608 Total Assets $ 1,960,466 $ 1,968,274 $ 2,001,724 $ 1,896,340 $ 1,834,782 Liabilities & Net Assets Financing arrangements (net of debt issuance costs) (1) $ 1,061,710 $ 1,060,455 $ 1,081,701 $ 1,000,211 $ 976,737 Payable for investments purchased 11,789 21,041 4,692 9,663 — Accounts payable and accrued expenses 1,031 743 1,036 1,510 1,344 Interest payable 9,614 8,556 10,231 7,238 8,183 Accrued management fees 6,841 6,864 6,893 6,741 6,546 Accrued subordinated incentive fee on income 4,871 6,914 4,615 6,362 4,967 Accrued administrative services expense 1,128 642 2,156 1,064 574 Share repurchase payable — — — 67 67 Shareholder distribution payable 2,676 — 10,837 2,724 — Total Liabilities $ 1,099,660 $ 1,105,215 $ 1,122,161 $ 1,035,580 $ 998,418 Total Net Assets $ 860,806 $ 863,059 $ 879,563 $ 860,760 $ 836,364 Total Liabilities and Net Assets $ 1,960,466 $ 1,968,274 $ 2,001,724 $ 1,896,340 $ 1,834,782 Net Asset Value per share $ 16.08 $ 16.05 $ 16.23 $ 15.80 $ 15.31 Asset coverage ratio (2) 1.80 1.81 1.81 1.85 1.85 1. The Company had debt issuance costs of $ 8 , 134 as of June 30 , 2024 , $ 9 , 388 as of March 31 , 2024 , $ 10 , 643 as of December 31 , 2023 , $ 8 , 001 as of September 30 , 2023 and $ 8 , 976 as of June 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 .
11 Q2 2024 Net Asset Value Bridge Per Share Data
12 YTD 2024 Net Asset Value Bridge Per Share Data
13 Total Commitment Amount Principal Amount Outstanding Interest Rate Maturity Date JPM Credit Facility $675 $550 S + 3.20% (2)(3) 5/15/2025 (3) UBS Facility 150 100 S + 3.20% 11/19/2024 Unsecured Notes, 2026 (1) 125 125 4.50% 2/11/2026 Series A Unsecured Notes, 2026 (1) 115 115 S + 3.82% 8/31/2026 Unsecured Notes, 2027 (1) 100 100 S + 4.75% 11/8/2027 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 $1,245 $1,070 8.4% Debt Summary DEBT MATURITIES (4) ($ in millions) DEBT SCHEDULE ($ in millions) $175 million in available capacity within existing senior secured facilities 1. Investment grade credit rating. 2. As of June 30, 2024, bore interest at a rate of SOFR + 3.05% and a LIBOR to SOFR credit spread adjustment of 0.15%. 3. The JPM Credit Facility was amended on July 15, 2024 to reduce the interest rate to S+2.55% and extend the maturity to June 15, 2027. Also, see footnote 2 on page 3 for fees and expenses related to this amendment. (4) Chart reflects the JPM Credit Facility amendment discussed in footnote (3).
14 Distribution Per Share and Distribution Coverage 1 1. Includes special and/or supplemental distributions of $0.27, $0.05, $0.20 and $0.05 per share during Q4 2022, Q3 2023, Q4 202 3 a nd Q2 2024, respectively. Q3 2022 Q4 2022 Q1 2023 Q2 2023 Q3 2023 Q4 2023 Q1 2024 Q2 2024 Net Investment Income (per share) $0.45 $0.43 $0.54 $0.43 $0.55 $0.40 $0.60 $0.43 Distribution (per share) $0.31 $0.58(1) $0.34 $0.34 $0.39(1) $0.54(1) $0.34 $0.41(1) Distribution coverage 1.45x 0.74x 1.59x 1.26x 1.41x 0.74x 1.76x 1.05x
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