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CION Investment (CION) - 2022 Q4 - Annual Report

Investment Portfolio - The total investments as of December 31, 2022, amounted to 1,760,030,withafairvalueof1,760,030, 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 1,638,995andafairvalueof1,638,995 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,withseniorsecuredfirstliendebtrepresenting89.81,814,876, 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 1.76billion[583]FinancialPerformanceTheaverageannualEBITDAofportfoliocompaniesisreportedat1.76 billion[583] Financial Performance - The average annual EBITDA of portfolio companies is reported at 55.2 million, while the median annual EBITDA stands at 35.0million[404]InvestmentincomefortheyearendedDecember31,2022,was35.0 million[404] - Investment income for the year ended December 31, 2022, was 194,898, an increase from 157,348in2021,drivenbyhigherinterestincomefrominvestments[418][419]Thenetinvestmentincomeaftertaxesfor2022was157,348 in 2021, driven by higher interest income from investments[418][419] - The net investment income after taxes for 2022 was 88,205, compared to 74,307in2021,reflectinganincreaseininvestmentincomedespitehigheroperatingexpenses[429]Thegrossannualportfolioyieldbasedonthepurchasepriceisreportedat11.8074,307 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 688,000fortheperiodfromDecember21,2021,throughDecember31,2021[586]ThetotalexpensesfortheyearendedDecember31,2022,were688,000 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 800,000forthepreviousperiod[586]NetrealizedgainoninvestmentsfortheyearendedDecember31,2022,was800,000 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]NetincreaseinnetassetsfromoperationsfortheyearendedDecember31,2022,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 9,085,000forthepreviousperiod[586]ShareholderDistributionsThecompanydeclaredaregularquarterlydistributionof9,085,000 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,anincreasefrom81,575, 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,upfrom106,693, 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 83,041in2021to83,041 in 2021 to 106,693 in 2022, representing a rise of about 28.5%[438] - Interest expense rose significantly from 31,807in2021to31,807 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 80.7millioninaggregateprincipalamountofSeriesANotes,withnetproceedsofapproximately80.7 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,withanaggregateunfundedprincipalamountof600,000, 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]