CION Investment Corp [CION] Filings

10-Q 1 cion-20240630.htm 10-Q cion-20240630

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q


☒			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2024


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from __________ to __________

Commission File Number 000-54755


			CĪON Investment Corporation
			(Exact name of registrant as specified in its charter)


Maryland						45-3058280
(State or other jurisdiction of incorporation or organization)						(I.R.S. Employer Identification No.)

100 Park Avenue, 25th Floor New York, New York						10017
(Address of principal executive offices)						(Zip Code)


			(212) 418-4700
			(Registrant’s telephone number, including area code)

			Not applicable
			(Former name, former address and former fiscal year, if changed since last report)

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 (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer

☐

Accelerated filer

☒

Non-accelerated filer

☐

Smaller reporting company

☐

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.

☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes ☐ No ☒

The number of shares of the registrant’s common stock, $0.001 par value, outstanding as of July 31, 2024 was 53,454,318.

CĪON INVESTMENT CORPORATION

FORM 10-Q

TABLE OF CONTENTS


						Page
			PART I - FINANCIAL INFORMATION
			Item 1. Financial Statements			1
			Consolidated Balance Sheets			1
			Consolidated Statements of Operations			2
			Consolidated Statements of S hare holders' Equity			3
			Consolidated Statements of Cash Flows			4
			Consolidated Schedules of Investments			5
			Notes to Consolidated Financial Statements			27
			Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations			64
			Item 3. Quantitative and Qualitative Disclosures About Market Risk			80
			Item 4. Controls and Procedures			81
			PART II – OTHER INFORMATION
			Item 1. Legal Proceedings			82
			Item 1A. Risk Factors			82
			Item 2. Unregistered Sales of Equity Securities and Use of Proceeds			82
			Item 3. Defaults Upon Senior Securities			82
			Item 4. Mine Safety Disclosures			82
			Item 5. Other Information			82
			Item 6. Exhibits			83
			Signatures			86

PART I – FINANCIAL INFORMATION

Item 1. Financial Statements

CĪON Investment Corporation

Consolidated Balance Sheets

(in thousands, except share and per share amounts)


	June 30, 2024		December 31, 2023
	(unaudited)
Assets
Investments, at fair value:
Non-controlled, non-affiliated investments (amortized cost of $1,544,674 and $1,610,822, respectively)	$	1,502,910	$	1,570,676
Non-controlled, affiliated investments (amortized cost of $240,735 and $210,103, respectively)	250,411		206,301
Controlled investments (amortized cost of $138,792 and $154,705, respectively)	152,804		177,293
Total investments, at fair value (amortized cost of $1,924,201 and $1,975,630, respectively)	1,906,125		1,954,270

Cash	9,798		8,415



Interest receivable on investments	40,841		36,724
Dividends receivable	129		—
Receivable due on investments sold and repaid	2,631		967

Prepaid expenses and other assets	942		1,348
Total assets	$	1,960,466	$	2,001,724


Liabilities and Shareholders' Equity
Liabilities
Financing arrangements (net of unamortized debt issuance costs of $8,134 and $10,643, respectively)	$	1,061,710	$	1,081,701
Payable for investments purchased	11,789		4,692
Accounts payable and accrued expenses	1,031		1,036
Interest payable	9,614		10,231

Accrued management fees	6,841		6,893
Accrued subordinated incentive fee on income	4,871		4,615
Accrued administrative services expense	1,128		2,156
Shareholder distribution payable	2,676		10,837


Total liabilities	1,099,660		1,122,161

Commitments and contingencies (Note 4 and Note 11)

Shareholders' Equity
Common stock, $0.001 par value; 500,000,000 shares authorized; 53,525,623
and 54,184,636 shares issued and 53,525,623 and 54,184,636 shares outstanding, respectively	54		54
Capital in excess of par value	1,025,689		1,033,030
Accumulated distributable losses	(164,937)		(153,521)
Total shareholders' equity	860,806		879,563
Total liabilities and shareholders' equity	$	1,960,466	$	2,001,724
Net asset value per share of common stock at end of period	$	16.08	$	16.23

See accompanying notes to consolidated financial statements.

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)

CION Investment Corp [CION] Filings
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10-K	[2021-03-16]
10-Q	[2020-11-16]
10-Q	[2020-08-13]
10-Q	[2020-05-15]
10-K	[2020-03-17]
10-Q	[2019-11-13]
10-Q	[2019-08-09]
10-Q	[2019-05-10]
10-K	[2019-03-19]
10-Q	[2018-11-09]
10-Q	[2018-08-10]
10-Q	[2018-05-15]
10-K	[2018-03-16]
10-Q	[2017-11-14]
10-Q	[2017-08-11]
10-Q	[2017-05-15]
10-K	[2017-03-16]
10-Q	[2016-11-14]
10-Q	[2016-08-10]
10-Q	[2016-05-12]
10-K	[2016-03-14]
10-Q	[2015-11-13]
10-Q	[2015-08-14]
10-Q	[2015-05-14]
10-K	[2015-03-27]
10-Q	[2014-11-13]
10-Q	[2014-08-14]
10-Q	[2014-05-14]
10-K	[2014-03-20]
10-Q	[2013-11-13]
10-Q	[2013-08-14]
10-Q	[2013-05-16]
10-K	[2013-03-27]
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