CION Investment Corporation Q2 2026 Earnings Call - Real-World Asset Sales Validate Fair Value Marks as Deleveraging Accelerates

Operator/Moderator, CION Investment Corporation: Good morning, and welcome to CION Investment Corporation’s second quarter 2026 earnings conference call. An earnings press release was distributed earlier this morning before market open. A copy of the press release, along with the supplemental earnings presentation is available on the company’s website at www.cionbdc.com in the investor resources section and should be reviewed in conjunction with the company’s Form 10-Q filed with the SEC. As a reminder, this conference call is being recorded for replay purposes. Please note that today’s conference call may contain forward-looking statements, which are not guarantees of future performance or results and involve a number of risks and uncertainties. Actual results may differ materially from those in the forward-looking statements as a result of a number of factors, including those described in the company’s filings with the SEC.

Joining me on today’s call will be Mark Gatto, CION Investment Corporation’s Co-Chief Executive Officer, Gregg Bresner, President and Chief Investment Officer, and Keith Franz, Chief Financial Officer. With that, I would now like to turn the call over to Mark Gatto. Please go ahead, Mark.

Mark Gatto, Co-Chief Executive Officer, CION Investment Corporation: Thank you. Good morning, everyone. I want to start this morning with a simple observation of CION’s quarter two results. This was a good quarter based on our key metrics. Net asset value per share was up. Net investment income was up. Non-accruals were down. No new names were placed on non-accrual. No new internal risk rating downgrades. Subsequent to quarter end, management undertook a series of capital actions that strengthens our balance sheet and we believe may further demonstrate to the market our conviction that CION is able to remain durable amongst broader market factors and continue to provide value to shareholders. We reported net investment income of $0.29 per share for the second quarter, up from $0.25 in the first quarter, and essentially at our $0.30 per share total monthly base distribution level for the quarter.

We estimate that our earnings this quarter were impacted by our $0.02 per share solely due to timing. As we carried excess cash, we were able to pay down one of our secured credit facilities without incurring a minimum utilization penalty. Our net asset value increased 3.5% quarter-over-quarter to $13.57 per share, up from $13.11 at the end of March, driven primarily by mark-to-market price increases in our equity portfolio. On the dividend, at $0.29 per share in NII, we are essentially at our total distribution level for the quarter on the base portfolio loan. Subsequent to quarter end, Longview Power, our largest equity position, entered into a purchase and sale agreement with a publicly traded company.

Although the acquisition consideration has not been publicly disclosed, we do expect that if the transaction closes, it may generate a meaningful amount of net investment income for CION over the next few quarters that may further support our distribution for the remainder of the year. As a result, we feel good about where we are headed on dividend coverage for the remainder of 2026. Let me turn to what I believe is a consequential development for the quarter, the validation of our portfolio marks. During the second quarter, we sold more than $54 million in portfolio assets at 99% of par, which was very close to our carrying values. Subsequent to quarter end, we sold an additional $10 million in portfolio assets, again at approximately 99% of par, in line with our fair value marks.

That is more than $64 million in real transactions with real counterparties that have independently underwritten these assets and concluded they are worth what we believe they were worth. We have always had confidence in our valuation process. Four independent third-party providers, continuous back testing, and rigorous quarterly reviews. We have the market confirming these specific fair value marks in real time. There is more on valuation. The expected proceeds from the Longview Power transaction, an investment we acquired prior to COVID, and that has been a meaningful contributor to the NAV appreciation that I just alluded to, should represent a significant premium to our cost basis and consistent with the value at which we carry the position in quarter one.

A third party has independently underwritten this asset’s fair value and concluded it is worth basically the same, if not slightly more than our valuation, further validating our marks. We also believe this is a powerful validation of our special situation strategy, our ability to identify, structure, and hold investments that generate differentiated returns over time. Gregg will speak further to this. Beyond validating our mark on this equity position, this transaction is expected to generate substantial cash proceeds that should allow us to continue to support our base dividend, continue to deleverage as necessary, and increase our share repurchase activity. To that end, our board has authorized a $50 million increase to our existing share repurchase program to a total of $130 million. We have always been active buyers of our own stock. By our own analysis, our fund has been among the most active in the BDC sector.

The fund intends to be aggressive going forward within permissible regulations and depending on available cash. We continue to believe our stock is significantly undervalued relative to our NAV, and we are prepared to continue acting on that conviction. The pace and amount of repurchases will depend in part on the timing of when the Longview transaction closes, the intent is firmly in place. Further, to assist us with having cash available for repurchases, other than investments that are follow-on investments to our existing portfolio companies, we are prioritizing repurchases over new deals and intend for the time being to materially reduce or cease investments in new portfolio companies while we execute share repurchases. Turning to leverage. This is an area where the story is changing quickly, and I want to make sure investors have the full picture.

At quarter end, we stood at 1.52 times net debt to equity, down from 1.62 times in the first quarter. More important is the plan that management has in place. Towards the end of this month, we intend to repay our $115 million public Israeli bonds in full. Subsequent to quarter end, we have already repaid $125 million on our JPMorgan secured credit facility, primarily from sale proceeds and ordinary course repayments. We are in the late stages of negotiating and documenting additional transactions with third-party investors who have been conducting their own independent due diligence on our portfolio and have chosen to partner with us at scale. If the transactions close as expected this month, we expect them to increase our percentage of unsecured versus secured debt, further reduce our on-balance sheet exposure, and contribute meaningfully to the further leverage reduction.

Considering all of this activity, including the new unsecured debt we issued subsequent to the second quarter, we are targeting a pro forma leverage of approximately 1.35 times, a level that is squarely within our historical operating range and well within our comfort zone, given our higher mix of unsecured to secured debt. We are quickly executing on our de-leveraging commitment, Keith will walk through the specifics. On credit quality, our non-accrual rate at fair value declined to 1.44% from 1.53 last quarter. Our non-accrual rate at amortized cost declined as well, from 5.35% last quarter to 4.41. Weighted average interest coverage and leverage across our debt portfolio remained essentially stable. The core first lien book, which represents approximately 79% of our portfolio, is expected to increase assuming the monetization of the equity investment in Longview continues to perform mostly in line with our expectations.

I want to touch briefly on our PIK income. We believe the quality of our PIK is often misunderstood. 85% of our PIK income is structured by design from inception, meaning it was underwritten that way from the moment we made the investment as part of a deliberate yield enhancement strategy, not as a consequence of borrower distress. 100% of our PIK income is in portfolio companies risk rated 3 or better. We believe this PIK income should decline in the coming quarters. We want investors to understand clearly that it primarily reflects portfolio construction, not credit stress.

On David’s Bridal, we continue to be encouraged by the trajectory of the Pearl AI digital media network listings and marketplace platform, which has now scaled to the point where the business is increasingly functioning as 2 distinct operations, a legacy retail business, and a high growth digital platform that we intend to separate as its own entity. As Pearl continues to demonstrate its growth profile, we believe it will create an opportunity for us to manage and ultimately reduce our exposure on terms that reflect the underlying value of what has been built. Gregg will provide more details on that front. In conclusion, I want to say that we emphatically believe CION is significantly undervalued today.

At a time when media hysteria about private credit has caused the median BDC to trade approximately 30% off where it traded last year at this time, we have unfairly been punished even further. Our portfolio is predominantly senior secured first lien debt with less than 2% software exposure, supported by a tested and rigorous valuation process. That process has now been validated with respect to more than $66 million in recent third-party asset sales. When we look at where our stock trades today, we can only conclude that the market is either skeptical of our marks, which we believe the evidence simply does not support. Is doubtful of our ability to de-lever, which we are systematically doing. Fearful of an immediate dividend cut, which we believe is a low probability given the Longview transaction. Or afraid of software exposure generally in private credit, which we do not have.

Our stock trades at a price that assumes a portfolio loss rate that is more than 14 times our historical annualized loss rate dating back to our inception in 2012. We believe that the narrative around CION does not reflect the underlying reality. We are working hard to change that. Now, let me turn the call over to Gregg.

Gregg Bresner, President and Chief Investment Officer, CION Investment Corporation: Thank you, Mark, and good morning, everyone. As Mark discussed, during the quarter, we remained focused on deleveraging our balance sheet and positioning the company to increase its share repurchase activity. Other than one investment, which was highly strategic with an existing portfolio company, we exclusively focused our Q2 investment activity on our existing portfolio companies. Loan repayment activity returned to levels more consistent with pre-2024 levels as we received over $100 million in the quarter from full repayments from borrowers. We limited our Q2 investment activities to portfolio companies for acquisitions, recapitalizations, and other strategic transactions. The weighted average yield for our new direct first lien investments for the quarter based on our investment cost was to the equivalent of SOFR plus 8.1%. Turning now to our Q2 investment and portfolio activity.

Our Q2 investment activity consisted of add-on investments in existing portfolio companies including ARC, BDS, Berlitz, David’s Bridal, FuseFX, Inotiv, Juice Plus+, Riddell, Trademark Global, and WorkGenius. We completed one investment with a new portfolio borrower, Revolut, which is a highly strategic partner of one of our existing portfolio companies. During Q2, we made a total of approximately $57 million in investment commitments across 10 existing portfolio companies and one new borrower, of which $54 million was funded. We also funded a total of $13 million of previously unfunded commitments. We had sales and repayments totaling $157 million for the quarter. We received full repayment of our first lien positions in ESP Associates, Giving Home Health, Iron Horse, LUX Credit, MacNeill Pride, and PRA Health Sciences.

As part of our deleveraging plan, we secondarily sold over $50 million of investments in American Clinical, Future Pak, Ivy Hill VIII, Metric, Newbury Franklin, and Sleep OpCo at a blended sales price of 99% of par. As a result of all these activities, our net funded investments decreased by approximately $90 million during the quarter. In his commentary, Mark mentioned the announced sale transaction of Longview Power to a strategic acquirer. Longview was one of our earliest investments within our opportunistic special situation strategy, where we identify and acquire lightly syndicated first lien loan tranches in what we believe are quality companies at a significant discount to par due to technical or balance sheet-related issues, and then have active roles in the processes that drive the restructuring or recapitalization of these investments as we seek to position the companies for future success.

Our investment in Longview began with a discounted first lien term loan purchase in September of 2018 followed by a series of strategic add-on investments. Historically, we have been able to realize healthy earnings on our first lien restructured and recapitalized transactions as our realized weighted average total recoveries have been in excess of the amortized cost of those investments at the time of restructuring. Additional examples include our investments in Yak Mat, Heritage Power and Dayton Superior. We have a number of special situations investments remaining in the portfolio that have yet to be realized and are actively working to sustain our monetization success for these investments.

As Mark referenced, our NAV increase during the quarter was driven primarily by increases to the unrealized mark-to-market value of our portfolio as the overall macro market recovered from the Q1 headwinds ranging from the Iranian war and widespread market concerns regarding a potential crack in private credit, most specifically, the software concentrations within the private capital sector and potential AI impact on those investments. As a reminder, CION has not been a significant software investor and has only 1.8% of its portfolio in the software sector with no ARR-based loans as of Q2. Our net increase in unrealized market value was primarily driven by increases to the mark value of our equity investments due to an improved macroeconomic environment and related increases in market trading multiples, a significant market reversal from Q1.

Our largest increases for the quarter were for our equity positions in Carestream Health, ARC Financial, David’s Bridal, Longview Power, and K&N. As we have mentioned on previous quarterly calls, we expect to see significant quarter-to-quarter volatility in the marks of David’s Bridal equity to the larger overall relative size of our investment, as well as the highly seasonal nature of the company’s operations and working capital profile. As Mark mentioned, there has been strong growth in the revenue and earnings in the Pearl Network and Marketplace business of David’s Bridal. We are in the process of separating the two businesses to fuel future growth prospects and further position David’s for strategic transaction opportunities for both businesses. On the debt investment side, our largest unrealized increase was for ARC Financial, which reflected a series of transactions being pursued by the company.

Our largest debt decliner was our first lien investment in Thrill One as the company was in bankruptcy court during the quarter and is expected to emerge with a final plan of reorganization in the third quarter. During the quarter, we realized a loss on our term loan to LUX Credit in connection with the sale of the company in early Q2. In Q1, we placed LUX Credit on non-accrual and valued the position based on the transaction that was expected to close at the end of the first quarter. As a result, there was no impact to NAV from this investment in Q2. From a portfolio credit perspective, our non-accruals on a fair value basis decreased from 1.53% in Q1 to 1.44% at the end of Q2. On an amortized cost basis, our non-accruals decreased from 5.35% to 4.41%.

We added no new names to our non-accrual and removed our term loan investment in Lux Credit Consultants, given the sale of the company during the quarter. On an absolute basis, non-accruals continue to be in line with historical experience, and we are pleased with the continued credit performance of our portfolio, particularly in the current macro environment. Overall, our portfolio remains defensive in nature with approximately 79% in first-lien investments. As Mark discussed, we expect the percentage of first-lien investments in the portfolio to increase over the next few quarters as we monetize equity investments such as Longview Power. Approximately 98% of our portfolio remains risk rated 3 or better.

Our risk rated 3 investments, which are investments where we expect full repayment, but are either spending more engagement time and/or have seen increased risk since the initial asset purchase, increased from approximately 12.9% in Q1 to 14.1% in Q2. I’ll now turn the call over to Keith.

Keith Franz, Chief Financial Officer, CION Investment Corporation: Okay. Thank you, Gregg, and good morning, everyone. During the second quarter, net investment income was $14.2 million, or $0.29 per share, compared to $12.9 million or $0.25 per share reported in the first quarter. Total investment income was $49.8 million during the second quarter as compared to $49.5 million reported during the first quarter. The slight increase in total investment income was driven primarily by an increase in the amortization of purchase discounts from opportunistic investment purchases made during the quarter, which was partially offset by lower interest earned on our investments due to a reduction in the size of our portfolio when compared to the prior period. On the expense side, total operating expenses were $35.6 million, compared to $36.7 million reported in the first quarter.

The decrease in operating expenses was primarily driven by lower interest expense due to a decrease in the average debt outstanding during the quarter and lower G&A expenses when compared to the prior quarter. At June 30th, we had total assets of approximately $1.8 billion and total equity or net assets of $668 million, with total debt outstanding of $1.17 billion and 49.2 million shares outstanding. Our portfolio at fair value ended the quarter at $1.65 billion, and the weighted average yield on our debt and other income-producing investments at amortized cost was 10.6%, which is slightly up from 10.4% in the first quarter. At June 30th, our NAV was $13.57 per share as compared to $13.11 per share at the end of March.

The increase of $0.46 per share or 3.5% was primarily due to unrealized mark-to-market price increases in our equity portfolio and by the accretive nature of our share repurchase program during the quarter. We ended the second quarter with a strong and flexible balance sheet with about $1.3 billion in unencumbered assets, a strong debt service capacity with an interest coverage ratio of about two times, and solid liquidity. We had over $160 million in cash and short-term investments and another $25 million available under our credit facilities. In terms of our debt capital, at June 30th, we continue to have a healthy and diversified debt mix with about 75% in unsecured and 25% in senior secured bank debt. About 60% of our debt is in floating rate, which aligns well and creates a natural hedge with our mostly floating rate investment portfolio.

Our well-diversified debt structure is focused on unsecured debt in order to maximize our balance sheet flexibility and at the same time creates a strong buffer for our financial covenants. At the end of the quarter, our net debt-to-equity ratio decreased to 1.52 times from 1.62 times at the end of March. The weighted average cost of our debt capital was about 7.5%, which is flat when compared to the first quarter. The decrease in our net leverage ratio was a direct result of our sales and repayment activities during the quarter, which is part of our deleveraging plan to better position our balance sheet.

As Mark mentioned, we have a plan to delever our balance sheet by around $270 million, which will bring our net leverage ratio down to about 1.35 times, which is expected to further decrease to the low end of our net leverage range of 1.3 to 1.4 times, considering 80% of our debt mix will be in unsecured debt. Our plan includes the recent and expected paydown of our JPMorgan senior secured facility and the expected full paydown of our public bonds in Israel. We expect our deleveraging plan to be completed by the end of the third or fourth quarter. Now, turning to distributions. As previously announced, we changed the timing of paying base distributions to our shareholders from quarterly to monthly, beginning in January 2026 to better align with our shareholder expectations.

During the second quarter, we paid monthly base distributions to our shareholders totaling $0.30 per share. We also declared our third quarter monthly base distributions totaling $0.30 per share, which are paid or will be paid at $0.10 per share per month for each of July, August, and September. As a result, the trailing 12-month distribution yield through the second quarter, based on the average NAV, was about 9.5%, and the trailing 12-month distribution yield, based on the quarter-end market price, was 21.2%. As announced this morning, we declared our fourth quarter base distributions totaling $0.30 per share, which is the same as the third quarter. The fourth quarter base distributions will be paid monthly in October, November, and December at $0.10 per share per month. Okay. With that, I will now turn the call back to the operator, who will open the line for questions.

Operator/Moderator, CION Investment Corporation: Thank you. We will now be conducting a question and answer session. We ask that you please Excuse me. If you would like to ask a question, please press star one on your telephone keypad. A confirmation tone will indicate that your line is in the question queue. You may press star two if you’d like to remove a question from the queue. For participants using speaker equipment, it may be necessary to pick up your handset before pressing the star keys. One moment, please, while we poll for questions. The first question comes from the line of Erik Zwick with Lucid Capital Markets. Please proceed with your question.

Erik Zwick, Analyst, Lucid Capital Markets: Thank you. Good morning, everyone. I’d like to start with the loan sales that you referenced in 2Q and a little bit here in the start of 3Q as well, kind of part of the deleveraging strategy. Nice to see the validation of the marks there. Curious if you could talk a little bit about the buyer or buyers, just what type of investor they are, and two, whether these were put out to auction or negotiated transaction. Just a little bit more about the process would be interesting.

Gregg Bresner, President and Chief Investment Officer, CION Investment Corporation: Yeah, sure. Erik, it’s Gregg. Are we on? Yeah. It was a diversified mix of buyers, and it was either a combination of somebody we generally deal with as a co-investor in transactions at large or somebody within the syndicate of those names.

Erik Zwick, Analyst, Lucid Capital Markets: Got you. Okay.

Gregg Bresner, President and Chief Investment Officer, CION Investment Corporation: Most of the-

Erik Zwick, Analyst, Lucid Capital Markets: Those were negotiated kind of on a loan-by-loan basis then?

Gregg Bresner, President and Chief Investment Officer, CION Investment Corporation: Yes. Yes. Because they were so close to par, there wasn’t much negotiation. It was pretty straightforward. For the most part, they were pieces of deals that we still own.

Erik Zwick, Analyst, Lucid Capital Markets: Okay. That makes sense. In terms of hitting that leverage target of that, call it 1.3-1.4 range. You’ve walked through a number of the pieces, I haven’t had a chance to go through my entire model and see if that’s enough to get there. Are you contemplating any more asset sales, or are most of those complete at this point?

Gregg Bresner, President and Chief Investment Officer, CION Investment Corporation: Yeah. On an incremental basis, no selective asset sales. We’re looking at larger potential transactions on the financing side, not in terms of individual asset sales. I think we’re pretty much done.

Erik Zwick, Analyst, Lucid Capital Markets: Okay. Thanks for the clarification there. Then moving to David’s Bridal. You mentioned the intent to split the Legacy business and the Pearl online business, that would open up kind of M&A opportunities for both. Wondering if you could talk a little bit more about the potential options and outlook for the Legacy kind of brick-and-mortar business post the split that you’re contemplating.

Gregg Bresner, President and Chief Investment Officer, CION Investment Corporation: Yeah. Erik, one of the reasons for the split, other than the fact that they are really not operationally entwined anymore, is very different organic growth profiles. You can assume the retail, the Legacy retail business, will be run for cash flow as opposed to the Pearl side of the house, which is organically scaling at a very high rate. One is really a technology business with a very high growth profile. The other is a more mature retail-based business that is going to be run more for profitability as for growth. The differing profiles really encourages us to separate the two because different universes are going to be interested in both. We’re talking with various parties on both businesses for strategic transactions.

It’s just that the profiles are so different going forward that we thought we now have the scale within Pearl to do it.

Erik Zwick, Analyst, Lucid Capital Markets: Thanks for the detail there. Just on the pipeline for new origination activity. Wonder if you could just kind of frame up how that looks today in terms of type of opportunities, type of spreads that you’re seeing. Given the deleveraging, is it likely that we’ll not see maybe net portfolio growth for a couple of quarters until you complete the deleveraging? Is that the right way to think about it at this point?

Gregg Bresner, President and Chief Investment Officer, CION Investment Corporation: Yes. We think that’s the right way to look at it. I think given where our stock trades, we think that’s a very attractive investment. Our investment activity will be portfolio-focused. Last quarter, our weighted average spread was SOFR plus 800. The portfolio tends to be higher yielding than what you’ll see in a new issue opportunity. For us, our focus is the portfolio and repurchase of shares and deleveraging.

Erik Zwick, Analyst, Lucid Capital Markets: Thank you for taking my questions today.

Gregg Bresner, President and Chief Investment Officer, CION Investment Corporation: Thank you.

Operator/Moderator, CION Investment Corporation: Thank you. This concludes our Q&A session. I will now turn the call back over to management for any final comments.

Mark Gatto, Co-Chief Executive Officer, CION Investment Corporation: I want to just thank everybody for joining us today. As we indicated during the call, we think it was a very good quarter, and it’s a sign of things to come, and we look forward to speaking to you next quarter. Everyone, have a great day.

Operator/Moderator, CION Investment Corporation: Thank you, ladies and gentlemen. That does conclude today’s conference call. We thank you for your participation. You may disconnect your lines at this time.