CION Investment (CION)
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CION Investment (CION) - 2022 Q4 - Earnings Call Transcript
2023-03-16 17:56
CION Investment Corporation (NYSE:CION) Q4 2022 Results Conference Call March 16, 2023 11:00 AM ET Company Participants Michael Reisner - Co-Chief Executive Officer Gregg Bresner - President and Chief Investment Officer Keith Franz - Chief Financial Officer Conference Call Participants Finian O'Shea - Wells Fargo Operator Thank you. Good morning, and welcome to the CION Investment Corporation's Fourth Quarter and Year Ended December 31, 2022, Earnings Conference Call. An earnings press release was distribut ...
CION Investment (CION) - 2022 Q4 - Annual Report
2023-03-15 16:00
Investment Portfolio - The total investments as of December 31, 2022, amounted to $1,760,030, with a fair value of $1,749,161, representing a total investment portfolio of 100%[404] - Senior secured first lien debt constitutes 90.3% of the investment portfolio, with a cost of $1,638,995 and a fair value of $1,579,512[404] - The investment portfolio is diversified across various industries, with the largest allocation in Business Services at 19.2% and Healthcare & Pharmaceuticals at 13.6% as of December 31, 2022[407] - The total investments as of March 8, 2023, amounted to $1,814,876, with senior secured first lien debt representing 89.8% of the investment portfolio[426] - The investment portfolio's fair value as of December 31, 2022, was $1,749,161, with 81.5% rated as investment grade (rating 2) and 1.4% rated as the highest quality (rating 1)[416] - The company intends to invest primarily in senior secured debt, including first lien loans, second lien loans, and unitranche loans of U.S. middle-market companies[556] - The company anticipates that up to 30% of its investments may be in assets located outside the United States, which are subject to various risks including foreign governmental laws and currency devaluations[575] - The company holds 99.5% of its investment portfolio in the United States, with total investments at fair value amounting to $1.76 billion[583] Financial Performance - The average annual EBITDA of portfolio companies is reported at $55.2 million, while the median annual EBITDA stands at $35.0 million[404] - Investment income for the year ended December 31, 2022, was $194,898, an increase from $157,348 in 2021, driven by higher interest income from investments[418][419] - The net investment income after taxes for 2022 was $88,205, compared to $74,307 in 2021, reflecting an increase in investment income despite higher operating expenses[429] - The gross annual portfolio yield based on the purchase price is reported at 11.80%[404] - The gross annual portfolio yield based on the purchase price increased to 11.89% as of March 8, 2023, compared to 8.62% in the previous year[426] - The total revenues for the year ended December 31, 2022, were $9,653,000, compared to $688,000 for the period from December 21, 2021, through December 31, 2021[586] - The total expenses for the year ended December 31, 2022, were $11,120,000, compared to $800,000 for the previous period[586] - Net realized gain on investments for the year ended December 31, 2022, was $9,947,000[586] - Net change in unrealized depreciation on investments for the year ended December 31, 2022, was $(5,839,000)[586] - Net increase in net assets from operations for the year ended December 31, 2022, was $2,641,000, compared to $9,085,000 for the previous period[586] Shareholder Distributions - The company declared a regular quarterly distribution of $0.34 per share for Q1 2023, payable on March 31, 2023[411] - The total distributions for the year ended December 31, 2022, amounted to $81,575, an increase from $71,530 in 2021[459] - The company must distribute at least 90% of its net ordinary income and realized net short-term capital gains to maintain RIC tax treatment, avoiding a 4% excise tax[468] - The company intends to make distributions sufficient to maintain RIC status each year, evaluated by management and the board of directors[470] Operating Expenses - The total operating expenses for 2022 were $106,693, up from $83,041 in 2021, driven by increases in interest expense and subordinated incentive fees[429] - Total operating expenses and income taxes increased from $83,041 in 2021 to $106,693 in 2022, representing a rise of about 28.5%[438] - Interest expense rose significantly from $31,807 in 2021 to $49,624 in 2022, an increase of approximately 55.9%[438] Debt and Financing - The Series A Notes bear interest at a rate equal to SOFR plus a credit spread of 3.82% per year, with maturity on August 31, 2026[400] - The company issued approximately $80.7 million in aggregate principal amount of Series A Notes, with net proceeds of approximately $77.9 million intended for investments in portfolio companies and general corporate purposes[503] - As of March 8, 2023, the aggregate outstanding borrowings under the JPM Credit Facility were $600,000, with an aggregate unfunded principal amount of $75,000[473] - The Series A Notes will mature on August 31, 2026, and may be redeemed at par plus a "make-whole" premium[504] Regulatory Compliance - The company is subject to the Sarbanes-Oxley Act, requiring compliance with internal control over financial reporting, which may impact financial performance[491] - The company is no longer a "non-accelerated filer" and must comply with independent auditor attestation requirements under Section 404(b) of the Sarbanes-Oxley Act[476] - Compliance with Section 404(b) of the Sarbanes-Oxley Act may impose significant documentation and administrative burdens, potentially affecting investor confidence[541] Risks and Challenges - The company faces risks related to competition from larger firms with greater financial resources and different risk tolerances[477] - The company may experience fluctuations in quarterly operating results due to various factors, including competition and economic conditions[517] - The company may not be able to assure continued distributions to shareholders, as these depend on earnings and compliance with BDC regulations[515] - The company invests in below-investment grade debt securities, which carry greater risks regarding the borrower's capacity to pay interest and repay principal[531] - The company is exposed to risks associated with changes in interest rates, particularly in the current rising interest rate environment[535] - Rising interest rates may increase borrowing costs, potentially reducing net investment income[536] - Recent inflationary pressures have increased costs of labor, energy, and raw materials, adversely affecting consumer spending and portfolio companies' operations[538] - The company faces competition from larger BDCs and investment funds, which may have lower costs of capital and greater resources, potentially impacting investment opportunities[512] - The company may face challenges in raising additional capital or borrowing for investment purposes due to regulations governing BDC operations[547] - Economic recessions may increase non-performing assets and decrease the value of the portfolio, impacting revenues and net asset value[576] - The risk of nationalization or expropriation in certain investment countries may adversely affect portfolio companies and returns[539] - The company may need to periodically access capital markets to fund new investments, which could limit investment opportunities compared to other companies[523] - The company may not control most portfolio companies, leading to potential misalignment of interests and risks associated with management decisions[558] - The company has invested in illiquid securities, which may complicate the sale of these investments and lead to potential losses[566] - The use of leverage increases investment volatility, with a potential decline in net asset value if asset values decrease[571] - The company faces risks related to prepayments of debt investments, which could adversely affect return on equity and operational results[579] - The transition from LIBOR to SOFR is ongoing, with no expected material impact on the company's business or financial condition[574]
CION Investment (CION) - 2022 Q3 - Earnings Call Transcript
2022-11-12 20:14
CION Investment Corporation (NYSE:CION) Q3 2022 Earnings Conference Call November 10, 2022 11:00 AM ET Company Participants Michael Reisner – Co-Chief Executive Officer Gregg Bresner – President and Chief Investment Officer Keith Franz – Chief Financial Officer Conference Call Participants Casey Alexander – Compass Point Operator Operator Good morning, and welcome to the CION Investment Corporation's Third Quarter Ended September 30, 2022 Earnings Conference Call. An earnings press release was distributed e ...
CION Investment (CION) - 2022 Q3 - Quarterly Report
2022-11-09 16:00
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 September 30, 2022 OR ☐ 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) | --- | --- | --- | --- ...
CION Investment (CION) - 2022 Q2 - Earnings Call Transcript
2022-08-14 17:29
CION Investment Corporation (NYSE:CION) Q2 2022 Earnings Conference Call August 11, 2022 11:00 AM ET Company Participants Michael Reisner - Co-Chief Executive Officer Gregg Bresner - President and Chief Investment Officer Keith Franz - Chief Financial Officer Conference Call Participants Finian O’Shea - Wells Fargo Securities Operator Good morning and welcome to CION Investment Corporation’s Second Quarter Ended June 30, 2022 Earnings Conference Call. An earnings press release was distributed earlier this m ...
CION Investment (CION) - 2022 Q2 - Quarterly Report
2022-08-10 16:00
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, 2022 OR ☐ 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) | --- | --- | --- | --- | |-- ...
CION Investment (CION) - 2022 Q1 - Earnings Call Transcript
2022-05-15 21:30
Financial Data and Key Metrics Changes - Net investment income for Q1 2022 increased to $0.34 per share compared to $0.32 per share for Q4 2021, reflecting growth in the portfolio with net funded portfolio activity of $77 million [7] - Total investment income for the quarter was $41.7 million, up from $40.4 million in the prior quarter, while total operating expenses increased to $22.2 million from $21.7 million [27] - The debt-to-equity ratio at the end of the quarter was 95%, up from 89% at the end of Q4 2021, indicating growth through additional leverage [28] Business Line Data and Key Metrics Changes - New investment commitments totaled $155 million, with 15 new investments funded, over 50% of which were to new portfolio companies [8][22] - The portfolio composition at quarter end included 198 investments across 115 portfolio companies, with 93.9% in senior secured debt, including 91.8% in first lien debt [23] Market Data and Key Metrics Changes - The total new market loan issuance was $149.1 billion, a 35% decline from Q1 2021, with new issue spreads for institutional loans increasing to 453 basis points in March 2022 [18] - Despite high net inflows into the loan market, the overall sentiment shifted negatively, with key indexes reflecting declines in performance [20] Company Strategy and Development Direction - The company aims to pursue growth in a prudent and measured manner, focusing on high-quality investment opportunities while managing risks [14] - The strategy includes utilizing leverage primarily to finance first-lien debt investments rather than relying on the capital structure of portfolio companies [14] Management's Comments on Operating Environment and Future Outlook - Management acknowledged rising interest rates and their potential impact on borrowing costs but expects a net positive effect on net investment income as rates rise [10] - The company remains optimistic about future prospects, emphasizing its focus on high-quality senior secured investments and credit discipline [32] Other Important Information - The company successfully increased its total debt capacity by $150 million during the quarter, enhancing liquidity to support growth [9][13] - The NAV at the end of the quarter was $16.20 per share, a slight decrease from $16.34 per share at the end of Q4 2021, driven by mark-to-market adjustments [28] Q&A Session Summary Question: Insights on new origination in business services - The company indicated that the focus on business services was a combination of defensive underwriting and the available deal flow in the market [34][35] Question: Impact of liquid market conditions on private credit spreads - Management noted that they are always monitoring the liquid market for good value credits, but recent conditions have not been attractive for spreads [36][37] Question: Coordination of 10b5-1 with the next lock-up - Management confirmed that the next lock-up is on July 5, and they plan to refocus on the 10b5 plan around late Q3 and Q4 [39]
CION Investment (CION) - 2022 Q1 - Quarterly Report
2022-05-11 16:00
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q [x] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 OR [ ] 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) | --- | --- | --- | --- ...
CION Investment (CION) - 2021 Q4 - Annual Report
2022-03-09 16:00
PART I [Item 1. Business](index=7&type=section&id=Item%201.%20Business) CĪON Investment Corporation is an externally managed BDC investing in senior secured debt of U.S. middle-market companies - CĪON Investment Corporation is an externally managed BDC focused on generating current income and capital appreciation by investing in senior secured debt of U.S. middle-market companies[20](index=20&type=chunk)[22](index=22&type=chunk) - The company is managed by CION Investment Management, LLC (CIM), which is a joint venture with an affiliate of Apollo Global Management, Inc (Apollo)[21](index=21&type=chunk)[91](index=91&type=chunk)[93](index=93&type=chunk) Portfolio Composition as of December 31, 2021 | Investment Type | Fair Value ($ thousands) | Percentage of Portfolio | | :--- | :--- | :--- | | Senior secured first lien debt | 1,526,989 | 91.6% | | Senior secured second lien debt | 38,583 | 2.3% | | Collateralized securities and structured products - equity | 2,998 | 0.2% | | Unsecured debt | 26,616 | 1.6% | | Equity | 70,936 | 4.3% | | **Total** | **1,666,122** | **100.0%** | | Short term investments | 87,917 | - | | **Total Investments** | **1,754,039** | - | - On October 5, 2021, the company's common stock commenced trading on the New York Stock Exchange (NYSE) under the ticker symbol "CION"[29](index=29&type=chunk) - Shareholders approved a proposal to reduce the company's minimum asset coverage ratio from **200% to 150%**, effective December 31, 2021, allowing for increased leverage[25](index=25&type=chunk)[121](index=121&type=chunk) [Item 1A. Risk Factors](index=30&type=section&id=Item%201A.%20Risk%20Factors) The company faces diverse risks including its business structure, adviser reliance, BDC regulations, and market conditions - **Business & Structure Risks:** The company's ability to achieve its investment objective is highly dependent on CIM's management, faces increasing competition, and has valuation uncertainty in its portfolio[185](index=185&type=chunk)[192](index=192&type=chunk)[193](index=193&type=chunk) - **CIM & Affiliate Risks:** Conflicts of interest exist due to compensation arrangements, which could incentivize CIM to make more speculative investments or use additional leverage[209](index=209&type=chunk)[212](index=212&type=chunk)[216](index=216&type=chunk) - **BDC Risks:** The company must invest at least **70% of its assets in "qualifying assets,"** and failure to maintain BDC status would reduce operating flexibility and affect its ability to use leverage[223](index=223&type=chunk)[225](index=225&type=chunk)[226](index=226&type=chunk) - **Investment Risks:** Investments in middle-market companies are inherently risky, and the company is exposed to interest rate changes and risks associated with the transition from LIBOR[239](index=239&type=chunk)[257](index=257&type=chunk)[259](index=259&type=chunk) - **Debt Financing Risks:** The company has shareholder approval to increase leverage by reducing its asset coverage ratio to **150%**, which magnifies the potential for loss on invested capital[288](index=288&type=chunk)[290](index=290&type=chunk) - **Tax Risks:** The company will be subject to corporate-level income tax if it fails to qualify as a Regulated Investment Company (RIC), which requires distributing at least **90% of its taxable income** annually[303](index=303&type=chunk)[304](index=304&type=chunk) - **Common Stock Risks:** The market price of the company's common stock may fluctuate significantly and trade at a discount to its Net Asset Value (NAV), while issuing shares below NAV could dilute shareholders[310](index=310&type=chunk)[312](index=312&type=chunk)[319](index=319&type=chunk) - **General Risks:** Global economic, political, and market conditions, including the COVID-19 pandemic and cybersecurity threats, may adversely affect the business and financial condition[331](index=331&type=chunk)[337](index=337&type=chunk)[350](index=350&type=chunk) [Item 1B. Unresolved Staff Comments](index=51&type=section&id=Item%201B.%20Unresolved%20Staff%20Comments) The company reports no unresolved staff comments from the SEC - Not applicable[352](index=352&type=chunk) [Item 2. Properties](index=51&type=section&id=Item%202.%20Properties) The company does not own material physical properties and leases its principal executive offices in New York - The company does not own any material physical properties and its executive offices are located in New York, NY[353](index=353&type=chunk) [Item 3. Legal Proceedings](index=51&type=section&id=Item%203.%20Legal%20Proceedings) The company is not currently subject to any material legal proceedings - The company is not currently a party to any material legal proceedings[354](index=354&type=chunk) [Item 4. Mine Safety Disclosures](index=51&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This item is not applicable to the company - Not applicable[355](index=355&type=chunk) PART II [Item 5. Market for Registrant's Common Equity, Related Shareholder Matters and Issuer Purchases of Equity Securities](index=52&type=section&id=Item%205.%20Market%20for%20Registrant's%20Common%20Equity%2C%20Related%20Shareholder%20Matters%20and%20Issuer%20Purchases%20of%20Equity%20Securities) The company's stock trades on the NYSE, distributions are sourced from income, and a new share repurchase plan is authorized - The company's common stock listed on the NYSE on October 5, 2021 and traded at a significant discount of approximately **25.3% to its NAV** as of March 3, 2022[358](index=358&type=chunk) Distributions Declared (2019-2021) | Year Ended | Per Share ($) | Total Amount ($ thousands) | | :--- | :--- | :--- | | Dec 31, 2021 | 1.2592 | 71,530 | | Dec 31, 2020 | 1.1106 | 63,283 | | Dec 31, 2019 | 1.4910 | 84,772 | - For the years ended 2021, 2020, and 2019, **100% of distributions** were sourced from net investment income on a GAAP basis[374](index=374&type=chunk) - Upon listing on the NYSE, the company terminated its old distribution reinvestment plan and adopted a new "opt-out" plan (New DRP)[369](index=369&type=chunk)[371](index=371&type=chunk) - A new post-listing policy authorizes up to **$50 million in repurchases**, but no shares were repurchased under this policy through March 3, 2022[380](index=380&type=chunk)[382](index=382&type=chunk)[384](index=384&type=chunk) [Item 6. [RESERVED]](index=57&type=section&id=Item%206.%20%5BRESERVED%5D) This item is reserved and contains no information [Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=58&type=section&id=Item%207.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) The company's net assets increased in FY2021, driven by unrealized appreciation on investments and key strategic developments Results of Operations (2020 vs. 2021) | Metric ($ thousands) | Year Ended Dec 31, 2021 | Year Ended Dec 31, 2020 | | :--- | :--- | :--- | | Investment income | 157,348 | 163,842 | | Net operating expenses | 83,041 | 85,114 | | **Net investment income** | **74,307** | **78,728** | | Net realized gain (loss) | 840 | (69,872) | | Net change in unrealized appreciation (depreciation) | 43,617 | (19,878) | | **Net increase (decrease) in net assets** | **118,764** | **(11,022)** | - The significant improvement in net assets from operations in 2021 was primarily due to a positive swing in the net change in unrealized appreciation on investments[439](index=439&type=chunk)[441](index=441&type=chunk) - Investment income decreased in 2021 compared to 2020, primarily due to lower average LIBOR rates during the period[433](index=433&type=chunk) Portfolio Activity (2020 vs. 2021) | Activity ($ thousands) | 2021 | 2020 | | :--- | :--- | :--- | | Purchases and drawdowns | 920,039 | 359,633 | | Sales and principal repayments | (827,958) | (543,167) | | **Net portfolio activity** | **92,081** | **(183,534)** | - On December 21, 2021, the company formed CION/EagleTree, an off-balance sheet joint venture with an affiliate of EagleTree Capital, LP[411](index=411&type=chunk) - The company's asset coverage ratio was **212%** as of December 31, 2021, with the minimum required ratio reduced to **150%** effective the same day[414](index=414&type=chunk)[451](index=451&type=chunk) [Item 7A. Quantitative and Qualitative Disclosures About Market Risk](index=72&type=section&id=Item%207A.%20Quantitative%20and%20Qualitative%20Disclosures%20about%20Market%20Risk) The company is primarily exposed to interest rate risk due to its portfolio of variable-rate debt and floating-rate credit facilities - The company's primary market risk is from changes in interest rates, as **84.2% of its investments** paid variable interest rates as of December 31, 2021[487](index=487&type=chunk) Interest Rate Sensitivity Analysis (as of Dec 31, 2021) | Basis Point Change in Interest Rates | (Decrease) Increase in Net Interest Income ($ thousands) | Percentage Change in Net Interest Income | | :--- | :--- | :--- | | Up 50 basis points | (2,622) | (2.4)% | | Up 100 basis points | (3,291) | (3.0)% | | Up 200 basis points | 3,108 | 2.8% | | Up 300 basis points | 10,504 | 9.5% | - The company's borrowings under its major credit facilities are also at floating rates, meaning rising interest rates will increase its cost of funds[488](index=488&type=chunk) [Item 8. Consolidated Financial Statements and Supplementary Data](index=73&type=section&id=Item%208.%20Consolidated%20Financial%20Statements%20and%20Supplementary%20Data) The financial statements present the company's financial position, with an unqualified opinion from the independent auditor - The independent registered public accounting firm, RSM US LLP, issued an unqualified opinion, identifying the valuation of **Level 3 investments** as a critical audit matter[496](index=496&type=chunk)[501](index=501&type=chunk)[502](index=502&type=chunk) Consolidated Balance Sheet Highlights (as of Dec 31) | Metric ($ thousands) | 2021 | 2020 | | :--- | :--- | :--- | | Total investments, at fair value | 1,754,039 | 1,569,371 | | Total assets | 1,782,682 | 1,614,795 | | Total liabilities | 852,170 | 736,539 | | **Total shareholders' equity** | **930,512** | **878,256** | | **Net asset value per share** | **$16.34** | **$15.50** | Consolidated Statement of Operations Highlights (Year Ended Dec 31) | Metric ($ thousands) | 2021 | 2020 | 2019 | | :--- | :--- | :--- | :--- | | Total investment income | 157,348 | 163,842 | 201,103 | | Total operating expenses | 82,699 | 84,846 | 113,779 | | **Net investment income after taxes** | **74,307** | **78,728** | **87,312** | | Net realized and unrealized gains (losses) | 44,457 | (89,750) | (35,468) | | **Net increase (decrease) in net assets** | **118,764** | **(11,022)** | **51,844** | - As of December 31, 2021, approximately **94.7% of the company's total investments** were classified as Level 3 in the fair value hierarchy[501](index=501&type=chunk) [Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure](index=138&type=section&id=Item%209.%20Changes%20in%20and%20Disagreements%20With%20Accountants%20on%20Accounting%20and%20Financial%20Disclosure) The company reports no changes in or disagreements with its accountants - None[836](index=836&type=chunk) [Item 9A. Controls and Procedures](index=138&type=section&id=Item%209A.%20Controls%20and%20Procedures) Management concluded that the company's disclosure controls and internal control over financial reporting were effective - Management concluded that the company's disclosure controls and procedures were effective as of December 31, 2021[837](index=837&type=chunk) - Based on an assessment using the 2013 COSO framework, management concluded that the company's internal control over financial reporting was effective as of December 31, 2021[842](index=842&type=chunk) - There were no material changes in internal control over financial reporting during the fourth quarter of 2021[845](index=845&type=chunk) [Item 9B. Other Information](index=139&type=section&id=Item%209B.%20Other%20Information) This item is not applicable to the company - Not applicable[846](index=846&type=chunk) [Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections](index=139&type=section&id=Item%209C.%20Disclosure%20Regarding%20Foreign%20Jurisdictions%20that%20Prevent%20Inspections) This item is not applicable to the company - Not applicable[847](index=847&type=chunk) PART III [Item 10. Directors, Executive Officers and Corporate Governance](index=140&type=section&id=Item%2010.%20Directors%2C%20Executive%20Officers%20and%20Corporate%20Governance) The company is governed by an eight-member Board with six independent directors and three standing committees - The Board of Directors is composed of **eight members**, six of whom are independent, serving staggered three-year terms[877](index=877&type=chunk)[869](index=869&type=chunk) - Mark Gatto and Michael A. Reisner are interested directors, serving as Co-Chairmen and Co-Chief Executive Officers[851](index=851&type=chunk)[880](index=880&type=chunk) - The Board has established an Audit Committee, a Nominating and Corporate Governance Committee, and a Compensation Committee, each composed entirely of independent directors[883](index=883&type=chunk) - For 2021, total director compensation was **$512,433**[891](index=891&type=chunk)[893](index=893&type=chunk) [Item 11. Executive Compensation](index=146&type=section&id=Item%2011.%20Executive%20Compensation) Executive officers receive no direct compensation from the company, as their services are provided through the investment adviser - The company does not directly compensate its executive officers and has no employees[898](index=898&type=chunk) - Executive officer services are provided by individuals who are officers of the investment adviser, CIM, and the company reimburses CIM for its allocable portion of these expenses[898](index=898&type=chunk) [Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters](index=147&type=section&id=Item%2012.%20Security%20Ownership%20of%20Certain%20Beneficial%20Owners%20and%20Management%20and%20Related%20Shareholder%20Matters) Executive officers and directors collectively own less than 1% of the company's outstanding common stock - As of March 3, 2022, all executive officers and directors as a group beneficially owned **97,836.28 shares**, which is less than 1% of the outstanding common stock[901](index=901&type=chunk)[905](index=905&type=chunk) - No individual executive officer or director beneficially owned **1% or more** of the company's shares[905](index=905&type=chunk) - The company reports no beneficial owners of **5% or more** of its common stock[901](index=901&type=chunk) [Item 13. Certain Relationships and Related Transactions, and Director Independence](index=148&type=section&id=Item%2013.%20Certain%20Relationships%20and%20Related%20Transactions%2C%20and%20Director%20Independence) The company has significant related-party transactions with its investment adviser, CIM, governed by specific agreements - The company has key related-party agreements with its investment adviser, CIM, for investment management and administrative services[909](index=909&type=chunk) - Potential conflicts of interest exist as CIM and its affiliates manage other investment vehicles, which are addressed by an investment allocation policy[912](index=912&type=chunk)[913](index=913&type=chunk) - As a BDC, the company is restricted from co-investing with CIM affiliates without an SEC exemptive order, for which an application has been filed[920](index=920&type=chunk) [Item 14. Principal Accountant Fees and Services](index=150&type=section&id=Item%2014.%20Principal%20Accountant%20Fees%20and%20Services) RSM US LLP serves as the independent auditor, with all fees pre-approved by the Audit Committee - RSM US LLP is the company's independent registered public accounting firm[922](index=922&type=chunk) Accountant Fees Billed by RSM US LLP | Fee Type | FY 2021 ($) | FY 2020 ($) | | :--- | :--- | :--- | | Audit Fees | 715,981 | 749,336 | | Audit-Related Fees | — | — | | Tax Fees | — | 20,374 | | All Other Fees | — | — | - All audit and non-audit services provided by RSM were pre-approved by the Audit Committee in accordance with its policy[925](index=925&type=chunk)[927](index=927&type=chunk) PART IV [Item 15. Exhibits and Financial Statement Schedules](index=153&type=section&id=Item%2015.%20Exhibits%20and%20Financial%20Statement%20Schedules) This section lists all financial statements, schedules, and exhibits filed with the Form 10-K - This section provides an index of all financial statements, schedules, and exhibits included in or incorporated by reference into the Form 10-K filing[938](index=938&type=chunk) [Item 16. Form 10-K Summary](index=156&type=section&id=Item%2016.%20Form%2010-K%20Summary) This item is not applicable to the company - None[944](index=944&type=chunk)
CION Investment (CION) - 2021 Q3 - Quarterly Report
2021-11-14 16:00
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q [x] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 OR [ ] 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) | --- | --- | --- | ...