UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

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

For the quarterly period ended September 30, 20172022

or

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

For the transition period to

Commission File Number 814-00098

EQUUS TOTAL RETURN, INC.

(Exact name of registrant as specified in its charter)

 

Delaware76-0345915

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification No.)

  

700 Louisiana St., 48th Floor

Houston, Texas

 

77002

(Address of principal executive offices)(Zip Code)

 

(Former Name, Former Address and Former Fiscal Year, if Changed Since Last Report)

 

Registrant’s telephone number, including area code: (713) 529-0900

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Name of each exchange

on which registered

Common StockNew 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. YesNo¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted 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 and post such files). YesNo

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filerAccelerated filerNon-accelerated filerSmaller Reporting CompanyEmerging 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. YesNo

There were 13,518,146 shares of the registrant’s common stock, $.001 par value, outstanding, as of November 14, 2017.

September 30, 2022.

   
Table of Contents 

EQUUS TOTAL RETURN, INC.

(A Delaware Corporation)

INDEX

 

 PAGEPage
PART I. FINANCIAL INFORMATION 
Item 1. Unaudited Condensed Financial Statements3
Condensed Balance Sheets3
Condensed Statements of Operations4
Condensed Statements of Changes in Net Assets5
Condensed Statements of Cash Flows6
Supplemental Information—Selected Per Share Data and Ratios7
Schedules of Investments8
Notes to Condensed Financial Statements12
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations3130
Item 3. Quantitative and Qualitative Disclosure about Market Risk36
Item 4. Controls and Procedures3736
PART II. OTHER INFORMATION 
Item 1. Legal Proceedings37
Item 1A. Risk Factors3837
Item 6. Exhibits3937
SIGNATURE4038
  

 

 

 

 

 

 

 

 

 

 

 2 
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EQUUS TOTAL RETURN, INC.

CONDENSED BALANCE SHEETS

(Unaudited)

Part I. Financial Information

Item 1. Unaudited Condensed Financial Statements

  September 30, 2022 December 31, 2021
     
(in thousands, except shares and per share amounts)    
Assets    
Investments in portfolio securities at fair value:    
     Control investments (cost at $7,961 and $7,961, respectively) $15,500  $13,000 
        Total investments in portfolio securities at fair value  15,500   13,000 
Temporary cash investments  3,999   2,500 
Cash and cash equivalents  20,094   23,465 
Restricted cash  40   25 
Accounts receivable from affiliates  350   350 
Other assets  626   376 
          Total assets  40,609   39,716 
Liabilities and net assets        
     Accounts payable  76   46 
     Accrued compensation  303   792 
     Accounts payable to related parties  1   13 
     Borrowing under margin account  3,999   2,500 
          Total liabilities  4,379   3,351 
         
Commitments and contingencies (see Note 2)        
         
Net assets        
Common stock, $.001 par value per share; 100,000,000 and 50,000,000 shares authorized and  13,518,000 shares issued and outstanding as of September 30, 2022 and December 31, 2021, respectively        
         
Preferred stock,  $.001 par value per share;  10,000,000 and 5,000,000 shares authorized, respectively        
     Common stock, par value $13  $13 
     Capital in excess of par value  74,685   74,685 
     Accumulated deficit  (38,468)  (38,333)
          Total net assets $36,230  $36,365 
Shares of common stock issued and outstanding, $.001 par value, 100,000 and 50,000 shares authorized, respectively  13,518   13,518 
Shares of preferred stock issued and outstanding, $.001 par value, 10,000 and 5,000 shares authorized, respectively  —     —   
Net asset value per share $2.68  $2.69 

  

September 30,

2017

 

December 31,

2016

(in thousands, except per share amounts)        
Assets        
Investments in portfolio securities at fair value:        
     Control investments (cost at $10,050 and $10,050 respectively) $6,712  $6,462 
     Affiliate investments (cost at $350 and $350 respectively)  16,686   16,200 
     Non-affiliate investments - related party (cost at $6,203 and $6,011 respectively)  4,899   4,021 
     Non-affiliate investments (cost at $977 and $2,978 respectively)  977   2,978 
        Total investments in portfolio securities at fair value  29,274   29,661 
Temporary cash investments  17,991   29,994 
Cash and cash equivalents  12,390   11,961 
Restricted cash  180   300 
Accounts receivable - due from affiliates  586   611 
Accrued interest receivable  375   542 
Other assets  145   77 
          Total assets  60,941   73,146 
Liabilities and net assets        
     Accounts payable  927   269 
     Accounts payable to related parties  23   143 
     Borrowing under margin account  17,992   29,994 
          Total liabilities  18,942   30,406 
         
Commitments and contingencies (see Note 2)        
         
Net assets $41,999  $42,740 
         
Net assets consist of:        
     Common stock, par value $13  $13 
     Capital in excess of par value  55,304   54,213 
     Undistributed net investment losses  (25,012)  (21,758)
     Unrealized appreciation of portfolio securities, net  12,998   12,262 
     Unrealized depreciation of portfolio securities - related party  (1,304)  (1,990)
          Total net assets $41,999  $42,740 
Shares of common stock issued and outstanding, $.001 par value, 50,000 shares authorized  13,518   12,674 
Shares of preferred stock issued and outstanding, $.001 par value, 5,000 shares authorized  —     —   
Net asset value per share $3.11  $3.37 

The accompanying notes are an integral part of these financial statements.

 3 
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EQUUS TOTAL RETURN, INC.

CONDENSED STATEMENTS OF OPERATIONS

(Unaudited)

 

  Three Months Ended September 30, Nine Months Ended September 30,
(in thousands, except per share amounts) 2017 2016 2017 2016
Investment income:                
     Interest and dividend income:                
        Non-affiliate investments - related party $65   61  $192  $121 
        Non-affiliate investments  45   128   240   428 
           Total interest and dividend income  110   189   432   549 
     Interest from temporary cash investments  2   2   7   7 
         Total investment income  112   191   439   556 
                 
Expenses:                
     Transaction costs  (204)  —     2,501   —   
     Compensation expense  292   527   1,899   791 
     Professional fees  314   292   977   809 
     Director fees and expenses  46   58   453   323 
     General and administrative expense  81   108   263   270 
     Mailing, printing and other expenses  17   27   77   96 
     Taxes  4   15   13   15 
     Interest expense  4   4   10   7 
          Total expenses before merger termination fee  554   761   6,193   2,311 
     Merger termination fee (See Note 6)  —     —     (2,500)  —   
          Total expenses, net of merger termination fee  554   761   3,693   2,311 
                 
Net investment loss  (442)  (570)  (3,254)  (1,755)
                 
Net realized loss:                
     Temporary cash investments  (1)  (6)  (5)  (9)
        Net realized loss  (1)  (6)  (5)  (9)
                 
Net unrealized appreciation of portfolio securities:                
     End of period  12,998   10,463   12,998   10,463 
     Beginning of period  12,749   8,113   12,262   4,915 
Net change in net unrealized appreciation of portfolio securities  249   2,350   736   5,548 
                 
Net unrealized depreciation of portfolio securities - related party:                
     End of period  (1,304)  (2,125)  (1,304)  (2,125)
     Beginning of period  (1,375)  (2,240)  (1,990)  (2,539)
Net change in net unrealized depreciation of portfolio securities - related party  71   115   686   414 
                 
Net (decrease) increase in net assets resulting from operations $(123) $1,889  $(1,837) $4,198 
                 
Net (decrease) increase in net assets resulting from operations per share:                
      Basic and diluted $(0.01) $0.16  $(0.14) $0.33 
Weighted average shares outstanding:                
      Basic and diluted  13,518   12,674   13,286   12,674 

  Three Months Ended September 30, Nine Months Ended September 30,
(in thousands, except per share amounts) 2022 2021 2022 2021
         
Expenses:        
     Compensation expense  455   329   1,144   1,169 
     Professional fees  152   113   608   581 
     Professional liability expenses  181   178   479   344 
     Director fees and expenses  79   76   247   249 
     General and administrative expenses  31   33   92   89 
     Mailing, printing and other expenses  21   21   50   78 
     Taxes  4   6   11   20 
     Interest expense  2   1   4   3 
          Total expenses  925   757   2,635   2,533 
                 
Net investment loss  (925)  (757)  (2,635)  (2,533)
                 
Net realized gain:                
     Escrow receivable  —     526   —     349 
        Net realized gain  —     526   —     349 
                 
Net unrealized appreciation of portfolio securities:                
     Control investments  —     1,750   2,500   4,650 
Net change in net unrealized appreciation of portfolio securities  —     1,750   2,500   4,650 
                 
                 
Net (decrease) increase in net assets resulting from operations $(925) $1,519  $(135) $2,466 
                 
Net (decrease) increase in net assets resulting from operations per share:                
      Basic and diluted $(0.07) $0.11  $(0.01) $0.18 
Weighted average shares outstanding:                
      Basic and diluted  13,518   13,518   13,518   13,518 

 

The accompanying notes are an integral part of these financial statements.

 4 
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EQUUS TOTAL RETURN, INC.

CONDENSED STATEMENTS OF CHANGES IN NET ASSETS

(Unaudited)

 

  Common Stock    
(in thousands) Number of Shares Par Value Capital in Excess of Par Value Accumulated Deficit Total Net Assets
 Balances at January 1, 2021  13,518  $13  $56,142  $(22,378) $33,777 
 Net increase in net assets resulting from operations  —     —     —     298   298 
 Balances at March 31, 2021  13,518  $13  $56,142  $(22,080) $34,075 
 Recharacterization of net capital losses  —     —     18,543   (18,543)  —   
 Net increase in net assets resulting from operations  —     —     —     649   649 
 Balances at June 30, 2021  13,518  $13  $74,685  $(39,974) $34,724 
 Net increase in net assets resulting from operations  —     —     —     1,519   1,519 
 Balances at September 30, 2021  13,518  $13  $74,685  $(38,455) $36,243 
                     
                     
 Balances at January 1, 2022  13,518  $13  $74,685  $(38,333) $36,365 
 Net increase in net assets resulting from operations  —     —     —     1,070   1,070 
 Balances at March 31, 2022  13,518  $13  $74,685  $(37,263) $37,435 
 Net decrease in net assets resulting from operations  —     —     —     (280)  (280)
 Balances at June 30, 2022  13,518  $13  $74,685  $(37,543) $37,155 
 Net decrease in net assets resulting from operations  —     —     —     (925)  (925)
 Balances at September 30, 2022  13,518  $13  $74,685  $(38,468) $36,230 

  Common Stock          
(in thousands) Number of Shares Par Value Capital in Excess of Par Value Undistributed Net Investment Losses Unrealized Appreciation of Portfolio Securities, net Unrealized Depreciation of Portfolio Securities - Related Party Total Net Assets
Balances at December 31, 2016  12,674  $13  $54,213  $(21,758) $12,262  $(1,990) $42,740 
                             
Share-based incentive compensation  844   —     1,096   —     —     —     1,096 
                             
Net (decrease) increase in net assets resulting from operations  —     —     (5)  (3,254)  736   686   (1,837)
Balances at September 30, 2017  13,518  $13  $55,304  $(25,012) $12,998  $(1,304) $41,999 

 

The accompanying notes are an integral part of these financial statements.

 

 5 
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EQUUS TOTAL RETURN, INC.

CONDENSED STATEMENTS OF CASH FLOWS

(Unaudited)

 

  Nine Months Ended September 30,
(in thousands) 2017 2016
Reconciliation of (decrease) increase in net assets resulting from operations to net cash        
      provided by (used in) operating activities:        
Net (decrease) increase in net assets resulting from operations $(1,837) $4,198 
Adjustments to reconcile net (decrease) increase in net assets resulting from operations to net cash used in operating activities:        
     Net realized loss  5   9 
     Net change in unrealized appreciation of portfolio securities  (736)  (5,548)
     Net change in unrealized depreciation of portfolio securities - related party  (686)  (414)
     Share-based incentive compensation  1,096   —   
Changes in operating assets and liabilities:        
     Purchase of portfolio securities  —     (2,000)
     Net proceeds from dispositions of portfolio securities  2,013   —   
     Purchases of temporary cash investments, net  11,998   (15,157)
     Decrease in accounts receivable from affiliates  25   3 
     Increase in accrued interest receivable  (37)  (363)
     Increase in accrued dividend receivable  —     (121)
     Increase in accounts receivable and other  (68)  (34)
     Increase in accounts payable and accrued liabilities  658   91 
     Decrease in accounts payable to related parties  (120)  (81)
Net cash provided by (used in) operating activities  12,311   (19,417)
Cash flows from financing activities:        
     Borrowings under margin account  87,944   72,983 
     Repayments under margin account  (99,946)  (57,985)
Net cash (used in) provided by financing activities  (12,002)  14,998 
Net increase (decrease) in cash and cash equivalents  309   (4,419)
Cash and cash equivalents at beginning of period  12,261   17,036 
         
Cash and cash equivalents at end of period $12,570  $12,617 
Non-cash operating and financing activities:        
     Accrued interest or dividends exchanged for portfolio securities $12  $63 
     Accrued interest or dividends exchanged for portfolio securities - related party $192  $251 
         
Supplemental disclosure of cash flow information:        
     Interest paid $10  $5 
     Income taxes paid $21  $15 
  Nine Months ended September 30,
(in thousands) 2022 2021
Reconciliation of (decrease) increase in net assets resulting from operations to net cash    
(used in) provided by operating activities:    
Net (decrease) increase in net assets resulting from operations $(135) $2,466 
Adjustments to reconcile net (decrease) increase in net assets resulting from operations to net cash (used in) provided by operating activities:        
     Net realized gain        
       Escrow receivable  —     (349)
     Net change in unrealized appreciation of portfolio securities        
       Control investments  (2,500)  (4,650)
     Purchase of portfolio securities  —     (350)
     (Purchases) sales of temporary cash investments, net  (1,499)  24,000
Changes in operating assets and liabilities:        
     Accrued esrow receivable  —     2,538 
     Other assets  (250)  (375)
     Accounts payable and accrued liabilities  (459)  (267)
     Accounts payable to related parties  (12)  (1)
Net cash (used in) provided by operating activities  (4,855)  23,012 
Cash flows from financing activities:        
     Borrowings under margin account  10,999   —   
     Repayments under margin account  (9,500)  (24,000)
Net cash provided by (used in) financing activities  1,499   (24,000)
Net (decrease) increase in cash and cash equivalents  (3,356)  (988)
Cash and cash equivalents and restricted cash at beginning of period  23,490   23,879 
         
Cash and cash equivalents and restricted cash at end of period $20,134  $22,891 
Supplemental disclosure of cash flow information:        
     Interest paid $4  $1 
     Income taxes paid $49  $20 

 

The accompanying notes are an integral part of these financial statements.

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EQUUS TOTAL RETURN, INC.

SUPPLEMENTAL INFORMATION—SELECTED PER SHARE DATA AND RATIOS

(Unaudited)

 

 Nine Months Ended September 30, Nine months ended September 30,
 2017 2016 2022 2021
Investment income $0.03  $0.04 
    
Expenses  0.28   0.18  $(0.19) $(0.19)
        
Net investment loss  (0.25)  (0.14)  (0.19)  (0.19)
Net change in unrealized appreciation  0.06   0.44 
Net change in unrealized depreciation - related party  0.05   0.03 
Net (decrease) increase in net assets  (0.14)  0.33 
Capital transactions:        
Share-based incentive compensation  0.08   —   
Dilutive effect of shares issued  (0.20)  —   
Decrease in net assets resulting from capital transactions  (0.12)  —   
Net (decrease) increase in net assets  (0.26)  0.33 
        
Net realized loss (gain)  —     0.03 
Net change in unrealized appreciation of portfolio securities  0.18   0.34 
Net increase in net assets  (0.01)  0.18 
Net assets at beginning of period  3.37   2.94   2.69   2.50 
Net assets at end of period, basic and diluted $3.11  $3.27  $2.68  $2.68 
Weighted average number of shares outstanding during period,                
in thousands  13,286   12,674   13,518   13,518 
Market price per share:                
Beginning of period $2.01  $1.79  $2.38  $2.16 
End of period $2.43  $1.86  $1.64  $2.32 
Selected information and ratios:                
Ratio of expenses to average net assets  14.62%  5.86%  7.26%  7.23%
Ratio of net investment loss to average net assets  (7.68%)  (4.45%)  (7.26%)  (7.23%)
Ratio of net increase (decrease) in net assets resulting from operations to average net assets  (4.34%)  10.65%
Ratio of net increase in net assets resulting from operations to average net assets  (0.37%)  7.04%
Return on net asset value  (0.37%)  7.20%
Total return on market price(1)  20.90%  3.91%  (31.09%)  7.41%

(1)Total return = [(ending market price per share - beginning price per share) / beginning market price per share].

(1)Total return = [(ending market price per share - beginning price per share) / beginning market price per share].

 

The accompanying notes are an integral part of these financial statements.

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EQUUS TOTAL RETURN, INC.

SCHEDULE OF INVESTMENTS

SEPTEMBER 30, 20172022

(Unaudited)

(in thousands, except share data)

 

Name and Location of Date of Initial     Cost of   Fair 
Portfolio CompanyIndustryInvestmentInvestment Principal Investment Value(1)
Control Investments:  Majority-owned(3):         

Equus Energy, LLC

Houston, TX

 Energy  December 2011  Member interest (100%)   $  7,050  $   6,500

Equus Media Development Company, LLC

Houston, TX

 Media  January 2007  Member interest (100%)  $     3,000  $    212
Total Control Investments: Majority-owned (represents 14.2% of total investments at fair value)  $ 10,050  $     6,712
Affiliate Investments(4):         

PalletOne, Inc.

Bartow, FL

 Shipping products and services  October 2001  350,000 shares of common stock (18.7%)   $     350  $   16,686
Total Affiliate Investments (represents 35.3% of total investments at fair value)  $    350  $   16,686
Non-Affiliate Investments - Related Party (less than 5% owned):      

MVC Capital, Inc.

Purchase, NY

Financial servicesMay 2014489,409 shares of common stock (1.7%)  $  6,203  $   4,899
Total Non-Affiliate Investments - Related Party (represents 10.3% of total investments at fair value)  $   6,203  $       4,899
Non-Affiliate Investments (less than 5% owned):      

5TH Element Tracking, LLC

Boston, MA

Business products and servicesJanuary 201514% promissory note due 5/18(2)$    977       977        977
Total Non-Affiliate Investments (represents 2.1% of total investments at fair value)  $     977  $      977
Total Investment in Portfolio Securities     $  17,580  $       29,274
Temporary Cash Investments         
U.S. Treasury BillGovernmentSeptemberUST 0% 10/17$  17,992      17,992     17,991
Total Temporary Cash Investments (represents 38.1% of total investments at fair value)  $   17,992  $     17,991
Total Investments     $ 35,572  $   47,265
Name and Location of Date of Initial     Cost of Fair
Portfolio Company Industry Investment Investment Principal Investment Value(1)
         
Control Investments:  Majority-owned (2):        

Equus Energy, LLC (3)  

Houston, TX

   Energy     December 2011   Member interest (100%) $7,961  $7,961  $15,500 
Total Control Investments: Majority-owned (represents 79.5% of total investments at fair value) 7,961   15,500 
Temporary Cash Investments                   
U.S. Treasury Bill  Government   September 2022 UST 0% 10/22  3,999   3,999   3,999 
Total Temporary Cash Investments (represents 20.5% of total investments at fair value)  3,999   3,999 
Total Investments               $11,960  $19,499 

 

(1)

See Note 3 to the financial statements, Valuation of Investments.
(2)Income-producing.
(3)Majority owned investments are generally defined under the 1940 Act as companies in which we own more than 50% of the voting securities of the company.
(4)Affiliate investments are generally defined under the 1940 Act as companies in which we own at least 5% but not more than 25% voting securities of the company.

(2)Majority owned investments are generally defined under the 1940 Act as companies in which we own more than 50% of the voting securities of the company.

(3)Level 3 Portfolio Investment.

 

The accompanying notes are an integral part of these financial statements.

 8 

  

EQUUS TOTAL RETURN, INC.

SCHEDULE OF INVESTMENTS – (Continued)

SEPTEMBER 30, 20172022

(Unaudited)

 

Except for our holding of shares of MVC Capital, Inc. (“MVC”), all of ourOur portfolio securities are restricted from public sale without prior registration under the Securities Act of 1933 (hereafter, the “Securities Act”) or other relevant regulatory authority. We negotiate certain aspects of the method and timing of the disposition of our investment in each portfolio company, including registration rights and related costs.

 

As a business development company (“BDC”) regulated pursuant to the Investment Company Act of 1940 (“1940 Act”), we may invest up to 30% of our assets in non-qualifying portfolio investments, as permitted by the Investment Company Act of 1940 Act.(the “1940 Act”). Specifically, we may invest up to 30% of our assets in entities that are not considered “eligible portfolio companies” (as defined in the 1940 Act), including companies located outside of the United States, entities that are operating pursuant to certain exceptions under the 1940 Act, and publicly-traded entities with a market capitalization exceeding $250 million. As of September 30, 2017,2022, we had invested 83.3%38.2% of our assets in securities of portfolio companies that constituted qualifying investments under the 1940 Act. As of September 30, 2017, except for our shares of MVC,2022, all of our investments are in enterprises that are considered eligible portfolio companies under the 1940 Act. We provide significant managerial assistance to our sole remaining portfolio companiescompany that comprise 79.9%comprises 100% of the total value of the investments in portfolio securities as of September 30, 2017.2022.

We are classified as a “non-diversified” investment company under the 1940 Act, which means we are not limited in the proportion of our assets that may be invested in the securities of a single user. The value of one segment called “Energy” includes our sole remaining portfolio company and was 42.8% of our net asset value, 38.2% of our total assets and 100% of our investments in portfolio company securities (at fair value) as of September 30, 2022. Changes in business or industry trends or in the financial condition, results of operations, or the market’s assessment of any single portfolio company will affect the net asset value and the market price of our common stock to a greater extent than would be the case if we were a “diversified” company holding numerous investments.

 

Our investments in portfolio securities consist of the following types of securities as of September 30, 20172022 (in thousands):

 

Type of Securities Cost Fair Value Fair Value as Percentage of Net Assets
       
Limited liability company investments $7,961  $15,500   42.8%
             
Total $7,961  $15,500   42.8%

Type of Securities Cost Fair Value 

Fair Value as

Percentage of

Net Assets

Common stock $6,553  $21,585   51.4%
Limited liability company investments  10,050   6,712   16.0%
Secured and subordinated debt  977   977   2.3%
Total $17,580  $29,274   69.7%

 

The following is a summary by industry of the Fund’s investments in portfolio securities as of September 30, 20172022 (in thousands):

Industry Fair Value Fair Value as Percentage of Net Assets
 Energy  $15,500   42.8%
 Total  $15,500   42.8%

Industry Fair Value 

Fair Value as

Percentage of

Net Assets

Shipping products and services $16,686   39.8%
Energy  6,500   15.5%
Financial services  4,899   11.6%
Business products and services  977   2.3%
Media  212   0.5%
Total $29,274   69.7%

 

The accompanying notes are an integral part of these financial statements.

 9 

 

EQUUS TOTAL RETURN, INC.

SCHEDULE OF INVESTMENTS

DECEMBER 31, 20162021

(Unaudited)

(in thousands, except share data)

 

Name and Location of Date of Initial     Cost of   Fair 
Portfolio CompanyIndustryInvestmentInvestment Principal Investment Value(1)
Control Investments:  Majority-owned(3):         

Equus Energy, LLC

Houston, TX

 Energy  December 2011 Member interest (100%)   $7,050  $     6,250

Equus Media Development Company, LLC

Houston, TX

 Media  January 2007 Member interest (100%)         3,000        212
Total Control Investments: Majority-owned (represents 10.8% of total investments at fair value)  $ 10,050  $6,462
Affiliate Investments(4):         

PalletOne, Inc.

Bartow, FL

 Shipping products and services  October 2001 350,000 shares of common stock (18.7%)   $   350  $     16,200
Total Affiliate Investments (represents 27.2% of total investments at fair value)  $    350  $    16,200
Non-Affiliate Investments - Related Party (less than 5% owned):      

MVC Capital, Inc.

Purchase, NY

Financial servicesMay 2014468,608 shares of common stock (1.7%)  $  6,011  $   4,021
Total Non-Affiliate Investments - Related Party (represents 6.7% of total investments at fair value)  $ 6,011  $       4,021
Non-Affiliate Investments (less than 5% owned):      

5TH Element Tracking, LLC

Boston, MA

Business products and servicesJanuary 201514% promissory note due 3/17(2)$    965       965        965

Biogenic Reagents, LLC

Minneapolis, MN

Industrial productsJanuary 201616% promissory note due 6/16(5)(6)$  2,013       2,013       2,013
Total Non-Affiliate Investments (represents 5.0% of total investments at fair value)  $   2,978  $   2,978
Total Investment in Portfolio Securities     $  19,389  $    29,661
Temporary Cash Investments         
U.S. Treasury BillGovernmentDecember 2016UST 0% 1/17$ 30,000        30,000     29,994
Total Temporary Cash Investments (represents 50.3% of total investments at fair value)  $30,000  $29,994
Total Investments     $ 49,389  $    59,655
Name and Location of Date of Initial     Cost of Fair
Portfolio Company Industry Investment Investment Principal Investment Value(1)
         
Control Investments:  Majority-owned (2):        

Equus Energy, LLC (3)  

Houston, TX

   Energy     December 2011   Member interest (100%) $7,961  $7,961  $13,000 
Total Control Investments: Majority-owned (represents 83.9% of total investments at fair value) 7,961   13,000 
Temporary Cash Investments                   
U.S. Treasury Bill  Government   December 2021 UST 0% 1/22  2,500   2,500   2,500 
Total Temporary Cash Investments (represents 16.1% of total investments at fair value)  2,500   2,500 
Total Investments               $10,461  $15,500 

(1)See Note 3 to the financial statements, Valuation of Investments.
(2)Income-producing.
(3)Majority owned investments are generally defined under the 1940 Act as companies in which we own more than 50% of the voting securities of the company.
(4)Affiliate investments are generally defined under the 1940 Act as companies in which we own at least 5% but not more than 25% voting securities of the company.
(5)Income impaired.
(6)12% cash interest and 4% PIK interest at the combined rate of 16% per annum

 

(1)See Note 3 to the financial statements, Valuation of Investments.

(2)Majority owned investments are generally defined under the 1940 Act as companies in which we own more than 50% of the voting securities of the company.

(3)Level 3 Portfolio Investment.

 

The accompanying notes are an integral part of these financial statements.

 

 10 

 

EQUUS TOTAL RETURN, INC.

SCHEDULE OF INVESTMENTS – (Continued)

DECEMBER 31, 20162021

(Unaudited)

(in thousands, except share data)

Except for our holding of shares of MVC, all of our

Our portfolio securities are restricted from public sale without prior registration under the Securities Act or other relevant regulatory authority. We negotiate certain aspects of the method and timing of the disposition of our investment in each portfolio company, including registration rights and related costs.

 

As a BDC, we may invest up to 30% of our assets in non-qualifying portfolio investments, as permitted by the 1940 Act.Act. Specifically, we may invest up to 30% of our assets in entities that are not considered “eligible portfolio companies” (as defined in the 1940 Act), including companies located outside of the United States, entities that are operating pursuant to certain exceptions under the 1940 Act, and publicly-tradedpublicly- traded entities with a market capitalization exceeding $250 million. As of December 31, 2016,2021, we had invested 86.4%11.9% of our assets in securities of portfolio companies that constituted qualifying investments under the 1940 Act. As of December 31, 2016, except for our shares of MVC,2021, all of our investments arewere in enterprises that are considered eligible portfolio companies under the 1940 Act. We provide significant managerial assistance to our sole remaining portfolio companiescompany that comprise 31.8%comprises 100% of the total value of the investments in portfolio securities as of December 31, 2016.2021.

 

OurWe are classified as a “non-diversified” investment company under the 1940 Act, which means we are not limited in the proportion of our assets that may be invested in the securities of a single user. The value of one segment called “Energy” includes our sole remaining portfolio company and was 20.7% of our net asset value, 11.9% of our total assets and 100% of our investments in portfolio company securities (at fair value) as of December 31, 2021. Changes in business or industry trends or in the financial condition, results of operations, or the market’s assessment of any single portfolio company will affect the net asset value and the market price of our common stock to a greater extent than would be the case if we were a “diversified” company holding numerous investments.

Our investments in portfolio securities consist of the following types of securities as of December 31, 2016 (in 2021 (in thousands):

 

Type of Securities Cost Fair Value 

Fair Value as

Percentage of

Net Assets

 Cost Fair Value Fair Value as Percentage of Net Assets
Common stock $6,361  $20,221   47.3%
      
Limited liability company investments 10,050 6,462 15.1% $7,961  $13,000   35.7%
Secured and subordinated debt  2,978  2,978 7.0%
            
Total $19,389 $29,661  69.4% $7,961  $13,000   35.7%

 

The following is a summary by industry of the Fund’s investments in portfolio securities as of December 31, 20162021 (in thousands):

 

Industry Fair Value 

Fair Value as

Percentage of

Net Assets

Shipping products and services $16,200   37.9%
Energy  6,250   14.6%
Financial services  4,021   9.4%
Industrial products  2,013   4.7%
Business products and services  965   2.3%
Media  212   0.5%
Total $29,661   69.4%

Industry Fair Value Fair Value as Percentage of Net Assets
 Energy  $13,000   35.7%
 Total  $13,000   35.7%

 

The accompanying notes are an integral part of these financial statements.

 

 11 

 

EQUUS TOTAL RETURN, INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS

SEPTEMBER 30, 20172022

(Unaudited)

 

(1)Description of Business and Basis of Presentation

 (1)       Description of Business and Basis of Presentation

 

Description of BusinessBusiness—Equus Total Return, Inc. ((“we,” “us,” “our,” “Equus” the “Company” and the “Fund“Fund”), a Delaware corporation, was formed by Equus Investments II, L.P. (the “Partnership”) on August 16, 1991. On July 1, 1992, the Partnership was reorganized and all of the assets and liabilities of the Partnership were transferred to the Fund in exchange for shares of common stock of the Fund. Our shares trade on the New York Stock ExchangeNYSE under the symbol EQS.‘EQS’. On August 11, 2006, our shareholders approved the change of the Fund’s investment strategy to a total return investment objective. This strategy seeks to provide the highest total return, consisting of capital appreciation and current income. In connection with this strategic investment change, the shareholders also approved the change of name from Equus II Incorporated to Equus Total Return, Inc.

 

So long as we remain an investment company and not an operating company as contemplated in ourPlan of Reorganization described in Note 6 below, we willWe attempt to maximize the return to stockholders in the form of current investment income and long-term capital gains by investing in the debt and equity securities of companies with a total enterprise value of between $5.0 million and $75.0 million, although we may engage in transactions with smaller or larger investee companies from time to time. We seek to invest primarily in companies pursuing growth either through acquisition or organically, leveraged buyouts, management buyouts and recapitalizations of existing businesses or special situations. Our income-producing investments consist principally of debt securities including subordinatesubordinated debt, debt convertible into common or preferred stock, or debt combined with warrants and common and preferred stock. Debt and preferred equity financing may also be used to create long-term capital appreciation through the exercise and sale of warrants received in connection with the financing. WeIf we remain a BDC, we will seek to achieve capital appreciation by making investments in equity and equity-oriented securities issued by privately-owned companies (or smaller public companies) in transactions negotiated directly with such companies. Given market conditions over the past several years and the performance of our portfolio, our Management and Board of Directors believe it prudent to continue to review alternatives to refine and further clarify the current strategies.

 

We elected to be treated as a BDC under the 1940 Act.Act, although our shareholders have previously authorized us to withdraw this election as part of our efforts to transform Equus into an operating company, and may likely grant such an authorization in the future (see Note 6 “Conversion to an Operating Company – Authorization to Withdraw BDC Election” below). We currently qualify as a regulated investment company (“RIC”) for federal income tax purposes and, therefore, are not required to pay corporate income taxes on any income or gains that we distribute to our stockholders. We have certain wholly owned taxable subsidiaries (“Taxable Subsidiaries”) each of which holds one or more portfolio investments listed on our Schedules of Investments. The purpose of these Taxable Subsidiaries is to permit us to hold certain income-producingincome- producing investments or portfolio companies organized as limited liability companies, or LLCs, (or other forms of pass-through entities) and still satisfy the RIC tax requirement that at least 90% of our gross revenue for income tax purposes must consist of investment income. Absent the Taxable Subsidiaries, a portion of the gross income of these income-producing investments or of any LLC (or other pass-through entity) portfolio investment, as the case may be, would flow through directly to us for the 90% test. To the extent that such income did not consist of investment income, it could jeopardize our ability to qualify as a RIC and, therefore, cause us to incur significant federal income taxes. The income of the LLCs (or other pass-through entities) owned by Taxable Subsidiaries is taxed to the Taxable Subsidiaries and does not flow through to us, thereby helping us preserve our RIC status and resultant tax advantages. We do not consolidate the Taxable Subsidiaries for income tax purposes and they may generate income tax expense because of the Taxable Subsidiaries’ ownership of the portfolio companies. We reflect any such income tax expense on our Statements of Operations.

 

12

Impact of Economic and Geopolitical Events on the Oil and Gas Sector—The substantial volatility in world markets has been prominent in the oil and gas sector, with crude prices falling to 18-year lows in mid-March 2020 as a result of the coronavirus pandemic, only to increase to multi-year highs in the first half of 2022, largely as a result of high industrial and consumer demand, a reluctance of U.S. producers and OPEC nations to generate additional supply, and the conflict in Ukraine. Recessionary headwinds, among other macroeconomic factors, led to a decrease in oil prices during the third quarter of 2022, but nevertheless remained higher than at the end of 2021. Meanwhile, gas prices have also experienced similar volatility and price appreciation. The increased prices for oil and gas, including the forward pricing curves for these commodities, has improved the outlook and prospects for remaining small oil and gas firms such as Equus Energy that hold development rights in low-cost production reservoirs such as those underlying the Permian Basin and the Eagle Ford Shale regions.

Basis of Presentation—In accordance with Article 6 of Regulation S-X under the Securities Act and the Securities Exchange Act of 1934, as amended (“Exchange Act”), we do not consolidate portfolio company investments, including those in which we have a controlling interest. Our interim unaudited financial statements were prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”), for interim financial information and in accordance with the requirements of reporting on Form 10-Q and Article 10 of Regulation S-X, under the Exchange Act. Accordingly, they are unaudited and exclude some disclosures required for annual financial statements. We believe that we have made all adjustments, consisting solely of normal recurring accruals, necessary for the fair presentation of these interim financial statements.

 

12

The results of operations for the nine months ended September 30, 20172022 are not necessarily indicative of results that ultimately may be achieved for the remainder of the year. The interim unaudited financial statements and notes thereto should be read in conjunction with the financial statements and notes thereto included in the Fund’s Annual Report on Form 10-K for the fiscal year ended December 31, 2016,2021, as filed with the Securities and Exchange Commission (“SEC”).SEC.

 

(2)Liquidity and Financing Arrangements

(2)       Liquidity and Financing Arrangements

 

Liquidity—There are several factors that may materially affect our liquidity during the reasonably foreseeable future. We view this period as the twelve-month period from the date of the financial statements in this Form 10-Q,i.e., the period through September 30, 2018. We are evaluating the impact of current market conditions on our portfolio company valuations and their ability to provide current income. We have followed valuation techniques in a consistent manner; however, we are cognizant of current market conditions that might affect future valuations of portfolio securities. We believe that our operating cash flow and cash on hand will be sufficient to meet operating requirements and, to the extent we remain a BDC, to finance routine follow-on investments, if any, through the next twelve months.

13

 

Cash and Cash Equivalents—As of September 30, 2017,2022, we had cash and cash equivalents of $12.4$20.1 million. We had $29.3$15.5 million of our net assets of $42.0$36.2 million invested in portfolio securities.

As of December 31, 2021, we had cash and cash equivalents of $23.5 million. We also had $18.2$13.0 million of our net assets of $36.4 million invested in portfolio securities.

We exclude “Restricted Cash and Temporary Cash Investments” used for purposes of complying with RIC requirements from cash equivalents.

Restricted Cash and Temporary Cash Investments—As of September 30, 2022, we had $4.0 million of restricted cash and temporary cash investments, including primarily the proceeds of a quarter-end margin loan that we incurred to maintain the diversification requirements applicable to a RIC to maintain our pass-through tax treatment.RIC. Of this amount, $18.0$4.0 million was invested in U.S. Treasury bills and $0.2$0.04 million represented a required 1% brokerage margin deposit. These securities were held by a securities brokerage firm and pledged along with other assets to secure repayment of the margin loan. The U.S. Treasury bills were soldmatured on October 2, 20174, 2022 and we subsequently repaid this margin loan, plus interest.

 

As of December 31, 2016,2021, we had cash and cash equivalents of $12.0 million. We had $30.0$2.5 million of our net assets of $42.7 million invested in portfolio securities. We also had $30.3 millionrestricted cash and of temporary cash investments, and restricted cash, including primarily the proceeds of a quarter-end margin loan that we incurred to maintain the diversification requirements applicable to a RIC. Of this amount, $30.0$2.5 million was invested in U.S. Treasury bills and $0.3$0.03 million represented a required 1% brokerage margin deposit. These securities were held by a securities brokerage firm and pledged along with other assets to secure repayment of the margin loan. The U.S. Treasury bills were soldmatured on January 3, 20175, 2022 and we subsequently repaid this margin loan, plus interest.

 

Dividends—So long as we remain a BDC, we will pay out net investment income and/or realized net capital gains, if any, on an annual basis as required under the 1940 Act.

 

Investment Commitments—Under certain circumstances, we may be called on to make follow-on investments in certain portfolio companies. If we do not have sufficient funds to make follow-on investments, the portfolio company in need of the investment may be negatively impacted. Also, our equity interest in the estimated fair value of the portfolio company could be reduced.

 

As of September 30, 2017,2022, we had no outstanding commitmentsa follow-on commitment of $150,000 to our portfolio company investments.invest in additional equity of Equus Energy, LLC.

 

RIC Borrowings, Restricted Cash and Temporary Cash Investments—We may periodically borrow sufficient funds to maintain the Fund’s RIC status by utilizing a margin account with a securities brokerage firm. We cannot assure you that any such arrangement will be available in the future. If we are unable to borrow funds to make qualifying investments, we may no longer qualify as a RIC. We would then be subject to corporate income tax on the Fund’s net investment income and realized capital gains, and distributions to stockholders would be subject to income tax as ordinary dividends. If we remain a BDC and do not consummate our Consolidation and therefore do not become an operating company as described in Note 6 –Plan of ReorganizationConversion to an Operating Company below, our failure to continue to qualify as a RIC could be materially adverse to us and our stockholders.

 

As of September 30, 2017,2022, we borrowed $18.0$4.0 million to maintain our RIC status by utilizing a margin account with a securities brokerage firm. We collateralized such borrowings with restricted cash and temporary cash investments in U.S. Treasury bills of $18.2$4.04 million.

 

As of December 31, 2016,2021, we borrowed $30.0$2.5 million to maintain our RIC status by utilizing a margin account with a securities brokerage firm. We collateralized such borrowings with restricted cash and temporary cash investments in U.S. Treasury bills of $30.3$2.53 million.

Asset Coverage Ratio—Under the 1940 Act, BDCs are required to have an asset coverage ratio of 200%, meaning that the maximum debt that may be incurred by a BDC is the BDC’s net asset value. Pursuant to amendments made to the 1940 Act in March 2018, BDCs may now, with stockholder or board of directors approval, reduce this ratio to 150%, meaning that the maximum debt that may be incurred by a BDC is two times the BDC’s net asset value. In November 2019, we obtained approval of our shareholders to reduce our asset coverage ratio to 150%. This authorization permits Equus to borrow up to twice the value of the Fund’s net assets. Other than the margin loan obtained by the Fund from time to time to acquire U.S. Treasury bills to maintain our RIC status as described above, we have not yet undertaken any other additional borrowings.

 1314 

Certain Risks and Uncertainties—Market and economic volatility which has become endemic in the past few years, together with the economic dislocation caused by the onset of the coronavirus, has resulted in a relatively limited amountconstrained the availability of available debt financing for small and medium-sized companies such as Equus and its portfolio companies. Such debt financing generally has shorter maturities, higher interest rates and fees, and more restrictive terms than debt facilities available in the past. In addition, during these years and continuing into the first nine monthsthird quarter of 2017,2021, the price of our common stock remained well below our net asset value, thereby making it undesirable to issue additional shares of our common stock below net asset value.

Because of these challenges, our near-term strategies shifted from originating debt and equity investments to preserving liquidity necessary to meet our operational needs. Key initiatives that we have previously undertaken to provide necessary liquidity include monetizations, the suspension of dividends and the internalization of management. We are also evaluating potential opportunities that could enable us to effect a Consolidationchange to our business and become an operating company as described in Note 6 –Plan of ReorganizationConversion to an Operating Company below. Although we cannot assure you that such initiatives will be sufficient, we. We believe we have sufficient liquidity to meet our operating requirements for 12 months from the remainderdate of 2017 and the first nine months of 2018.this filing.

 

 (3)Significant Accounting Policies

 

The following is a summary of significant accounting policies followed by the Fund in the preparation of itsour financial statements:

 

Use of Estimates—The preparation of financial statements in accordance with GAAP requires us to make estimates and assumptions that affect the reported amounts and disclosures in the financial statements. Although we believe the estimates and assumptions used in preparing these financial statements and related notes are reasonable in light of known facts and circumstances, actual results could differ from those estimates.

 

Valuation of Investments—InvestmentsFor most of our investments, market quotations are not available. With respect to investments for which market quotations are not readily available or when such market quotations are deemed not to represent fair value, our Board has approved a multi-step valuation process each quarter, as described below:

 

 1.

Each portfolio company or investment is reviewed by our investment professionals;

 

 2.

With respect to investments with a fair value exceeding $2.5 million that have been held for more than one year, we engage independent valuation firms to assist our investment professionals. These independent valuation firms conduct independent valuations and make their own independent assessments;

 

 3.

Our Management produces a report that summarizedsummarizes each of our portfolio investments and recommends a fair value of each such investment as of the date of the report;

 

 4.

The Audit Committee of our Board reviews and discusses the preliminary valuation of our portfolio investments as recommended by Management in their report and any reports or recommendations of the independent valuation firms, and then approves and recommends the fair values of our investments so determined to our Board for final approval; and

 

 5.The Board discusses valuations and determines the fair value of each portfolio investment in good faith based on the input of our Management, the respective independent valuation firm, as applicable, and the Audit Committee.

 

During the first twelve months after an investment is made, we rely on the original investment amount to determine the fair value unless significant developments have occurred during this twelve-month period which would indicate a material effect on the portfolio company (such as results of operations or changes in general market conditions).

15

Investments are valued utilizing various methodologies and approaches, including a yield analysis, enterprise value (“EV”) analysis, net asset value analysis, liquidation analysis, discounted cash flow analysis, or a combination of methods, as appropriate. The yield analysis uses loan spreads and other relevant information implied by market data involving identical or comparable assets or liabilities. Under the EV analysis, the EV of a portfolio company is first determined and allocated over the portfolio company’s securities in order of their preference relative to one another (i.e., “waterfall” allocation). To determine the EV, we typically use a market multiples approach that considers relevant and applicable market trading data of

14

guideline public companies, transaction metrics from precedent M&A transactions and/or a discounted cash flow analysis. The net asset value analysis is used to derive a value of an underlying investment (such as real estate property) by dividing a relevant earnings stream by an appropriate capitalization rate. For this purpose, we consider capitalization rates for similar properties as may be obtained from guideline public companies and/or relevant transactions. The liquidation analysis is intended to approximate the net recovery value of an investment based on, among other things, assumptions regarding liquidation proceeds based on a hypothetical liquidation of a portfolio company’s assets. The discounted cash flow analysis uses valuation techniques to convert future cash flows or earnings to a range of fair values from which a single estimate may be derived utilizing an appropriate discount rate. The measurement is based on the net present value indicated by current market expectations about those future amounts.

In estimating the fair value of our interest in Equus Energy, we have given more emphasis to a market approach that examines developed and undeveloped reserves and mineral acreage values, as well as a market approach that examines comparable industry transactions involving oil and gas assets in proximity to the leasehold interests held by Equus Energy. Our management received advice and assistance from a third-party valuation firm to support our determination of the fair value of this investment.

In applying these methodologies, additional factors that we consider in fair value pricing our investments may include, as we deem relevant: security covenants, call protection provisions, and information rights; the nature and realizable value of any collateral; the portfolio company’s ability to make payments; the principal markets in which the portfolio company does business; publicly available financial ratios of peer companies; the principal market; and enterprise values, among other factors. Also, any failure by a portfolio company to achieve its business plan or obtain and maintain its financing arrangements could result in increased volatility and result in a significant and rapid change in its value.

 

Our general intent is to hold our loans to maturity when appraising our privately held debt investments. As such, we believe that the fair value will not exceed the cost of the investment. However, in addition to the previously described analysis involving allocation of value to the debt instrument, we perform a yield analysis assuming a hypothetical current sale of the security to determine if a debt security has been impaired. The yield analysis considers changes in interest rates and changes in leverage levels of the portfolio company as compared to the market interest rates and leverage levels. Assuming the credit quality of the portfolio company remains stable, the Fund will use the value determined by the yield analysis as the fair value for that security if less than the cost of the investment.

 

We record unrealized depreciation on investments when we determine that the fair value of a security is less than its cost basis, and will record unrealized appreciation when we determine that the fair value is greater than its cost basis.

 

Fair Value Measurement—MeasurementFair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date and sets out a fair value hierarchy. The fair value hierarchy gives the highest priority to quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). Inputs are broadly defined as assumptions market participants would use in pricing an asset or liability. The three levels of the fair value hierarchy are described below:

 

Level 1—1Unadjusted quoted prices in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date.

 

Level 2—2Inputs other than quoted prices within Level 1 that are observable for the asset or liability, either directly or indirectly; and fair value is determined through the use of models or other valuation methodologies.

 

16

Level 3—3Inputs are unobservable for the asset or liability and include situations where there is little, if any, market activity for the asset or liability. The inputs into the determination of fair value are based upon the best information under the circumstances and may require significant management judgment or estimation.

 

In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, an investment’s level within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement. Our assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the investment.

 

Investments for which prices are not observable are generally private investments in the debt and equity securities of operating companies. TheA primary valuation method used to estimate the fair value of these Level 3 investments is the discounted cash flow method (although a liquidation analysis, option theoretical, or other methodology may be used when more appropriate). The discounted cash flow approach to determine fair value (or a range of fair values) involves applying an appropriate discount rate(s) to the estimated future cash flows using

15

various relevant factors depending on investment type, including comparing the latest arm’s length or market transactions involving the subject security to the selected benchmark credit spread, assumed growth rate (in cash flows), and capitalization rates/multiples (for determining terminal values of underlying portfolio companies). The valuation based on the inputs determined to be the most reasonable and probable is used as the fair value of the investment. In the case of our investment in Equus Energy, we also examine acreage values in comparable transactions and assess the impact upon the working interests held by Equus Energy. The determination of fair value using these methodologies may take into consideration a range of factors including, but not limited to, the price at which the investment was acquired, the nature of the investment, local market conditions, trading values on public exchanges for comparable securities, current and projected operating performance, financing transactions subsequent to the acquisition of the investment and anticipated financing transactions after the valuation date.

 

To assess the reasonableness of the discounted cash flow approach, the fair value of equity securities, including warrants, in portfolio companies may also consider the market approach—that is, through analyzing and applying to the underlying portfolio companies, market valuation multiples of publicly-traded firms engaged in businesses similar to those of the portfolio companies. The market approach to determining the fair value of a portfolio company’s equity security (or securities) will typically involve: (1) applying to the portfolio company’s trailing twelve months (or current year projected) EBITDA a low to high range of enterprise value to EBITDA multiples that are derived from an analysis of publicly-traded comparable companies, in order to arrive at a range of enterprise values for the portfolio company; (2) subtracting from the range of calculated enterprise values the outstanding balances of any debt or equity securities that would be senior in right of payment to the equity securities we hold; and (3) multiplying the range of equity values derived therefrom by our ownership share of such equity tranche in order to arrive at a range of fair values for our equity security (or securities). Application of these valuation methodologies involves a significant degree of judgment by Management.

 

Due to the inherent uncertainty of determining the fair value of Level 3 investments that do not have a readily available market value, the fair value of the investments may differ significantly from the values that would have been used had a ready market existed for such investments and may differ materially from the values that may ultimately be received or settled. Further, such investments are generally subject to legal and other restrictions or otherwise are less liquid than publicly traded instruments. If we were required to liquidate a portfolio investment in a forced or liquidation sale, we might realize significantly less than the value at which such investment had previously been recorded. With respect to Level 3 investments, where sufficient market quotations are not readily available or for which no or an insufficient number of indicative prices from pricing services or brokers or dealers have been received, we undertake, on a quarterly basis, our valuation process as described above.

 

We assess the levels of the investments at each measurement date, and transfers between levels are recognized on the subsequent measurement date closest in time to the actual date of the event or change in circumstances that caused the transfer. There were no transfers among Level 1, 2 and 3 for the nine months ended September 30, 20172022 and the year ended December 31, 2016.2021.

 

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As of September 30, 2017,2022, investments measured at fair value on a recurring basis are categorized in the tables below based on the lowest level of significant input to the valuations:

 

     Fair Value Measurements as of September 30, 2017
(in thousands) Total 

Quoted Prices in Active Markets for Identical Assets

(Level 1)

 

Significant Other Observable Inputs

(Level 2)

 

Significant Unobservable Inputs

(Level 3)

Assets                
  Investments:                
Control investments $6,712  $—    $—    $6,712 
Affiliate investments  16,686   —     —     16,686 
Non-affiliate investments - related party  4,899   4,899   —     —   
Non-affiliate investments  977   —     —     977 
Total investments  29,274   4,899   —     24,375 
        Temporary cash investments  17,991   17,991   —     —   
Total investments and temporary cash investments $47,265  $22,890  $—    $24,375 

    Fair Value Measurements as of September 30, 2022
(in thousands) Total 

Quoted Prices in Active Markets for Identical Assets

(Level 1)

 

Significant Other Observable Inputs

(Level 2)

 

Significant Unobservable Inputs

(Level 3)

Assets        
Investments:        
Control investments $15,500  $—    $—    $15,500 
Total investments  15,500   —     —     15,500 
        Temporary cash investments  3,999   3,999   —     —   
Total investments and temporary cash investments $19,499  $3,999  $—    $15,500 

 

As of December 31, 2016,2021, investments measured at fair value on a recurring basis are categorized in the tables below based on the lowest level of significant input to the valuations:

 

    Fair Value Measurements as of December 31, 2016   Fair Value Measurements as of December 31, 2021
(in thousands)(in thousands) Total 

Quoted Prices

in Active

Markets for

Identical

Assets

(Level 1)

 

Significant

Other

Observable

Inputs

(Level 2)

 

Significant

Unobservable

Inputs

(Level 3)

(in thousands) Total 

Quoted Prices in Active Markets for Identical Assets

(Level 1)

 

Significant Other Observable Inputs

(Level 2)

 

Significant Unobservable Inputs

(Level 3)

AssetsAssets        Assets        
Investments:         Investments:        
Control investments $6,462 $—   $—   $6,462  $13,000  $—    $—    $13,000 
Affiliate investments 16,200 —   —   16,200 
Non-affiliate investments - related party 4,021 4,021 —   —   
Non-affiliate investments  2,978  —    —    2,978 
Total investments 29,661 4,021 —   25,640   13,000   —     —     13,000 
Temporary cash investments  29,994  29,994  —    —     2,500   2,500   —     —   
Total investments and temporary cash investments $59,655 $34,015 $—   $25,640  $15,500  $2,500  $—    $13,000 

 

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The following table provides a reconciliation of fair value changes during the nine months ended September 30, 20172022 for all investments for which we determine fair value using unobservable (Level 3) factors:

 Fair value measurements using significant unobservable inputs (Level 3)
(in thousands) Control Investments Affiliate Investments Non-affiliate Investments Total
Fair value as of December 31, 2016 $6,462  $16,200  $2,978  $25,640 
Change in unrealized appreciation (depreciation)  250   486   —     736 
Purchases of portfolio securities  —     —     12   12 
Proceeds from sales/dispositions  —     —     (2,013)  (2,013)
Fair value as of September 30, 2017 $6,712  $16,686  $977  $24,375 

    Fair value measurements using significant unobservable inputs (Level 3)
(in thousands) Control Investments Affiliate Investments Non-affiliate Investments Total
Fair value as of January 1, 2022     $13,000  $—    $—    $13,000
Change in unrealized appreciation      2,500   —     —    2,500
Fair value as of September 30, 2022     $15,500  $—    $—    $15,500

 

The following table provides a reconciliation of fair value changes during the nine months ended September 30, 20162021 for all investments for which we determine fair value using unobservable (Level 3) factors:

 

 Fair value measurements using significant unobservable inputs (Level 3)
(in thousands) Control Investments Affiliate Investments Non-affiliate Investments Total
Fair value as of December 31, 2015 $5,715  $9,600  $915  $16,230 
Change in unrealized appreciation (depreciation)  (252)  5,800   —     5,548 
Purchases of portfolio securities  —     —     2,063   2,063 
Fair value as of September 30, 2016 $5,463  $15,400  $2,978  $23,841 
    Fair value measurements using significant unobservable inputs (Level 3)
(in thousands) Control Investments Affiliate Investments Non-affiliate Investments Total
Fair value as of January 1, 2021     $7,000  $—    $—    $7,000
Change in unrealized appreciation      4,650   —     —    4,650
Purchases of portfolio securities      350   —     —    350
Fair value as of September 30, 2021     $12,000  $—    $—    $12,000

 

Our investment portfolio is not composed of homogeneous debt and equity securities that can be valued with a small number of inputs. Instead, the majority of our investment portfolio is composed of complex debt and equity securities with distinct contract terms and conditions. As such, our valuation of each investment in our portfolio is unique and complex, often factoring in numerous different inputs, including historical and forecasted financial and operational performance of the portfolio company, project cash flows, market multiples comparable market transactions, the priority of our securities compared with those of other investors, credit risk, interest rates, independent valuations and reviews and other inputs.

 

 1819 

 

The following table summarizes the significant non-observable inputs in the fair value measurements of our Level 3 investments by category of investment and valuation technique as of September 30, 2017:2022 (fair value expressed in thousands; acreage range expressed in dollars and not rounded):

        Range
(in thousands) Fair Value Valuation Techniques Unobservable Inputs Minimum Maximum Weighted Average
Limited liability company investments  $         15,500 Guideline Transaction Method              Acreage Value (per acre)  $           1,500  $             11,000  $                 4,062
   Proved Reserve Multiple  3.8x   9.3x   7.4x 
   Daily Production Multiple  29,466.6x   45,285.2x   44,850.1x 
  Discounted Cash Flow Discount Rate 11.0% 11.0% 11.0%

 

       Range
(in thousands) Fair Value Valuation Techniques Unobservable Inputs Minimum Maximum
Secured and subordinated debt $977  Yield analysis Discount for lack of marketability  0%  0%
Common stock  16,686  Income/Market approach EBITDA Multiple/Discount for lack of marketability/Control premium  10%  32.5%
Limited liability company investments  6,712  

Asset Approach

Discounted cash flow; Guideline transaction method

 

Recovery rate

Reserve adjustment factors

  75%  100%
  $24,375           

The following table summarizes the significant non-observable inputs in the fair value measurements of our Level 3 investments by category of investment and valuation technique as of December 31, 2021 (fair value expressed in thousands; acreage range expressed in dollars and not rounded):

 

        Range
(in thousands) Fair Value Valuation Techniques Unobservable Inputs Minimum Maximum Weighted Average
Limited liability company investments  $         13,000 Guideline Transaction Method              Acreage Value (per acre)  $           1,500  $             10,000  $                 5,750
   Proved Reserve Multiple  3.6x   7.3x   7.2x 
   Daily Production Multiple  15,425.3x   37,215.1x   36,393.7x 
  Discounted Cash Flow Discount Rate 11.0% 11.0% 11.0%

Because of the inherent uncertainty of the valuation of portfolio securities which do not have readily ascertainable market values, amounting to $24.4$15.5 million and $25.6$13.0 million as of September 30, 20172022 and December 31, 2016,2021, respectively, our fair value determinations may materially differ from the values that would have been used had a ready market existed for these securities. As of September 30, 2017 and December 31, 2016, one of our portfolio investments consisting of 489,409 and 468,608 common shares of MVC, respectively, was publicly listed on the New York Stock Exchange (“NYSE”). As of December 31, 2016, one of our portfolio investments, 468,608 common shares of MVC, was publicly listed on the NYSE.

 

We adjust our net asset value for the changes in the value of our publicly held securities, if applicable, and material changes in the value of private securities, generally determined on a quarterly basis or as announced in a press release, and report those amounts to Lipper Analytical Services, Inc. Our net asset value appears in various publications, includingBarron’sandThe Wall Street Journal.

Foreign Exchange—We record temporary changes in foreign exchange rates of portfolio securities denominated in foreign currencies as changes in fair value. These changes are therefore reflected as unrealized gains or losses until realized.

 

Investment Transactions—Investment transactions are recorded on the accrual method. Realized gains and losses on investments sold are computed on a specific identification basis.

  

We classify our investments in accordance with the requirements of the 1940 Act. Under the 1940 Act, “Control Investments” are defined as investments in companies in which the Fund owns more than 25% of the voting securities or maintains greater than 50% of the board representation. Under the 1940 Act, “Affiliate Investments” are defined as those non-control investments in companies in which we own between 5% and 25% of the voting securities. Under the 1940 Act, “Non-affiliate Investments” are defined as investments that are neither Control Investments nor Affiliate Investments.See also Note 4 for discussion of related party investment transactions.

As of September 30, 2017, we had no outstanding commitments to our portfolio company investments; however, under certain circumstances, we may be called on to make follow-on investments in certain portfolio companies. If we do not have sufficient funds to make follow-on investments, the portfolio company in need of the investment may be negatively impacted. Also, our equity interest in the estimated fair value of the portfolio company could be reduced. Follow-on investments may include capital infusions which are expenditures made directly to the portfolio company to ensure that operations are completed, thereby allowing the portfolio company to generate cash flows to service their debt.

 1920 

 

Interest and Dividend Income Recognition—We record interest income, adjusted for amortization of premium and accretion of discount, on an accrual basis to the extent that we expect to collect such amounts. We accrete or amortize discounts and premiums on securities purchased over the life of the respective security using the effective yield method. The amortized cost of investments represents the original cost adjusted for the accretion of discount and/or amortization of premium on debt securities. We stop accruing interest on investments when we determine that interest is no longer collectible. We may also impair the accrued interest when we determine that all or a portion of the current accrual is uncollectible. If we receive any cash after determining that interest is no longer collectible, we treat such cash as payment on the principal balance until the entire principal balance has been repaid, before we recognize any additional interest income. We will write off uncollectible interest upon the occurrence of a definitive event such as a sale, bankruptcy, or reorganization of the relevant portfolio interest.Dividend income is recorded as dividends are declared by the portfolio company or at the point an obligation exists for the portfolio company to make a distribution.

 

Net Realized Gains or Losses and Net Change in Unrealized Appreciation or Depreciation—Realized gains or losses are measured by the difference between the net proceeds from the sale or redemption of an investment or a financial instrument and the cost basis of the investment or financial instrument, without regard to unrealized appreciation or depreciation previously recognized, and includes investments written-off during the period net of recoveries and realized gains or losses from in-kind redemptions. Net change in unrealized appreciation or depreciation reflects the net change in the fair value of the portfolio company investments and financial instruments and the reclassification of any prior period unrealized appreciation or depreciation on exited investments and financial instruments to realized gains or losses.

 

Payment in Kind Interest (PIK)—WeFrom time to time, we have loans in our portfolio that may pay PIK interest. We add PIK interest, if any, computed at the contractual rate specified in each loan agreement, to the principal balance of the loan and recorded as interest income. To maintain our status as a RIC, we must pay out to stockholders this non-cash source of income in the form of dividends even if we have not yet collected any cash in respect of such investments. To the extent we remain BDC and a RIC, we will continue to pay out net investment income and/or realized capital gains, if any, on an annual basis as required under the 1940 Act.

 

Share-Based Compensation—We account for our share-based compensation using the fair value method, as prescribed by ASC718, Compensation—Stock Compensation. Accordingly, for restricted stock awards, we measure the grant date fair value based upon the market price of our common stock on the date of the grant and amortize the fair value of the awards as share-based compensation expense over the requisite service period, which is generally the vesting term. Effective January 1, 2016, we elected the early adoption of Accounting Standards Update (“ASU”) 2016-09, Compensation—Stock Compensation. Improvements to Employee Share-Based Payment Accounting (“ASU 2016-09),” and, accordingly, we have elected to account for forfeitures as they occur and this change had no impact on its consolidated financial statements. The additional amendments (cash flows classification, minimum statutory tax withholding requirements and classification of awards as either a liability or equity) did not have an effect on our consolidated financial statements.

Earnings Per Share—Basic and diluted per share calculations are computed utilizing the weighted-average number of shares of common stock outstanding for the period. In accordance with ASC 260, Earnings Per Share, the unvested shares of restricted stock awarded pursuant to our equity compensation plans are participating securities and, therefore, are included in the basic earnings per share calculation. As a result, for all periods presented, there is no difference between diluted earnings per share and basic earnings per share amounts.

  

Cash FlowsDistributable EarningsFor purposesThe components that make up distributable earnings (accumulated undistributed deficit) on the Condensed Balance Sheet as of the Statements of Cash Flows, we consider all highly liquid temporary cash investments purchased with an original maturity of three months or less to be cash equivalents. We include our investing activities within cash flows from operations. We exclude “Restricted CashSeptember 30, 2022 and Temporary Cash Investments” used for purposes of complying with RIC requirements from cash equivalents.December 31, 2021 are as follows:

 

As of

September 30, 2022

 

As of

December 31, 2021

Accumulated undistributed net investment losses $(46,436) $(43,801)
Unrealized appreciation of portfolio securities, net  7,539   5,039 
Accumulated undistributed net capital gains  429   429 
Accumulated deficit $(38,468) $(38,333)

 

Taxes—So long as we remain a BDC, we intend to comply with the requirements of the Internal Revenue Code necessary to qualify as a regulated investment companyRIC and, as such, will not be subject to federal income taxes on otherwise taxable income (including net realized capital gains) which is distributed to stockholders. Therefore, no provisionAs of December 31, 2021, we accrued a $0.04 million in corporate level income and excise tax in lieu of making a distribution of the net capital gain for federal income taxes is recorded in the financial statements.sale of PalletOne, Inc. We borrow money from time to time to maintain our tax status under the Internal Revenue Code as a RIC. See Note 1 for discussion of Taxable Subsidiaries and see Note 2 for further discussion of the Fund’s RIC borrowings.

All corporations organized in the State of Delaware are required to file an Annual Report and to pay a franchise tax. As a result, we paid Delaware Franchise tax in the amount of $0.02 million for the year ended December 31, 2016.

20

 

Texas margin tax applies to legal entities conducting business in Texas. The margin tax is based on our Texas sourced taxable margin. The tax is calculated by applying a tax rate to a base that considers both revenue and expenses and therefore has the characteristics of an income tax. As a result, we have no provision for margin tax expense for the three and nine months ended September 30, 2017, respectively,2022, and we did not oweexpect no in state income tax for the year ended December 31, 2016.2022.

 

Accounting Standards Recently Adopted—In January 2017, the FASB issued ASU 2017-03,Accounting Changes and Error Corrections (Topic 250) and Investments - Equity Method and Joint Ventures (Topic 323): Amendments to SEC Paragraphs Pursuant to Staff Announcements at the September 22, 2016 and November 17, 2016 EITF Meetings (SEC Update).Among other things, this ASU incorporates into the FASB ASC Topic 250, SEC guidance about disclosing, under SEC SAB Topic 11.M, the effect on the financial statements of recently issued accounting standards when adopted, and specifically for ASU 2014-09, ASU 2016-02, and ASU 2016-03. If a registrant does not know or cannot reasonably estimate the impact of adoption of the above standards, the SEC staff expects the registrant to make a statement to that effect. Consistent with SAB Topic 11.M, the SEC staff also expects the registrant to provide qualitative disclosures to help users assess the significance the adoption will have on the financial statements. Other than our continued assessment of ASU 2014-09 through the date of adoption, the adoption of ASU 2017-03 did not have an impact on our financial statements.

In November 2016, the FASB issued ASU No. 2016-18 Statement of Cash Flows (Topic 230), Restricted Cash. This standard provides guidance on the presentation of restricted cash and restricted cash equivalents in the statement of cash flows. Restricted cash and restricted cash equivalents should be included with cash and cash equivalents when reconciling the beginning-of-period and end-of-period amounts shown on the statements of cash flows. The amendments of this ASU should be applied using a retrospective transition method and are effective for reporting periods beginning after December 15, 2017, with early adoption permitted. Other than the revised statement of cash flows presentation of restricted cash, the adoption of ASU 2016-18 did not have an impact on our financial statements.

In March 2016, the FASB issued ASU 2016-09,Compensation-Stock Compensation (Topic 718)Improvements to Employee Share-Based Payment Accounting, which is intended to improve the accounting for share-based payments and affects all organizations that issue share-based payment awards to their employees. ASU 2016-09 primarily simplifies the accounting for and classification of, income taxes related to share-based payment awards, including the impact of income taxes withheld on the classification of awards as equity or liabilities and the classification of income taxes on the statement of cash flows. ASU 2016-09 also permits an entity to elect a forfeiture rate assumption based on the estimated number of awards expected to vest or to account for forfeitures when they occur ASU 2016-09 is effective for fiscal years beginning after December 15, 2016, and interim periods within those fiscal years. Early adoption is permitted, including adoption in an interim period. We have adopted ASU 2016-09 as of January 1, 2017. The provisions of ASU 2016-09 should be adopted on a modified retrospective, retrospective or prospective basis, depending on the provision. We recently adopted an incentive plan for our directors and management and issued awards under the plan during the quarter ended March 31, 2017. Our adoption of ASU 2016-09 did not have a material effect on our financial statements.

Accounting Standards Not Yet Adopted—In January 2016, the FASB issued ASU 2016-01,Recognition and Measurement of Financial Assets and Financial Liabilities. Among other things, this ASU requires that public business entities use the exit price notion when measuring the fair value of financial instruments for disclosure purposes. ASU 2016-01 is effective for public entities for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2017. Our adoption of ASU 2016-01 is not anticipated to have a material effect on our financial statements.

In February 2016, the FASB issued ASU 2016-02,Leases, which requires lessees to recognize on the balance sheet a right of use asset, representing its right to use the underlying asset for the lease term, and a lease liability for all leases with terms greater than 12 months. The guidance also requires qualitative and quantitative disclosures designed to assess the amount, timing, and uncertainty of cash flows arising from leases. The standard requires the use of a modified retrospective transition approach, which includes a number of optional practical expedients that entities may elect to apply. The new guidance is effective for annual periods beginning after December 15, 2018, and interim periods therein. Early application is permitted. The adoption of ASU 2016-02 will not have an impact of our financial statements as we currently have no operating leases and our principal offices are under a month-to-month lease arrangement

 21 

Cash Flows—For purposes of the Statements of Cash Flows, we consider all highly liquid temporary cash investments purchased with an original maturity of three months or less to be cash equivalents. We exclude “Restricted Cash and Temporary Cash Investments” used for purposes of complying with RIC requirements from cash equivalents.

The following table provides a reconciliation of cash and cash equivalents and restricted cash as reported within the consolidated balance sheet that sums to the total of the same amounts shown in the consolidated statement of cash flows at September 30, 2022 and December 31, 2021:

  

As of

September 30, 2022

 

As of

December 31, 2021

Cash and cash equivalents at end of period $20,094  $23,465 
Restricted cash at end of period  40   25 
Cash and cash equivalents and restricted cash at end of period $20,134  $23,490 

Recent Accounting Standards—We consider the applicability and impact of all accounting standard updates (“ASU”) issued by the Financial Accounting Standards Board (“FASB”). ASUs not listed below were assessed and either determined to be not applicable or expected to have minimal impact on our financial statements.

Accounting Standards Not Yet Adopted— In June 2022, the FASB issued ASU 2022-03, “Fair Value Measurement (Topic 820) - Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions”, which was issued to (1) clarify the guidance in Topic 820, Fair Value Measurement, when measuring the fair value of an equity security subject to contractual restrictions that prohibit the sale of an equity security, (2) to amend a related illustrative example, and (3) to introduce new disclosure requirements for equity securities subject to contractual sale restrictions that are measured at fair value in accordance with Topic 820. The new guidance is effective for interim and annual periods beginning after December 15, 2018, and interim periods therein. Early application2023. The Company is permitted. The adoption of ASU 2016-02 will not have an impact of our financial statements as we currently have no operating leases and our principal offices are under a month-to-month lease arrangement.

In June 2016, the FASB issued ASU 2016-13,Financial Instruments-Credit Losses (Topic 326)Measurement of Credit Losses on Financial Instruments, which amends the financial instruments impairment guidance so that an entity is required to measure expected credit losses for financial assets based on historical experience, current conditions and reasonable and supportable forecasts. As such, an entity will use forward-looking information to estimate credit losses. ASU 2016-13 also amends the guidance in FASB ASC Subtopic 325-40, Investments-Other, Beneficial Interests in Securitized Financial Assets, related to the subsequent measurement of accretable yield recognized as interest income over the life of a beneficial interest in securitized financial assets under the effective yield method. ASU 2016-13 effective for public business entities that meet the U.S. GAAP definition of an SEC filer, for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. Early adoption is permitted as of the fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. We are currently evaluating the impact of ASU 2016-13 on our financial statements.

In August 2016, the FASB issued ASU 2016-15,Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments (a consensus of the Emerging Issues Task Force),which addresses the diversity in practice in how certain cash receipts and cash payments are presented and classified in the statement of cash flows under ASC 230, Statement of Cash Flows, and other topics. ASU 2016-15 provides guidance on eight specific cash flow issues including the statement of cash flows treatment of beneficial interests in securitized financial transactions as well as the treatment of debt prepayment and extinguishment costs. ASU 2016-15 also provides guidancenew standard on the predominance principle to clarify when cash receipts and cash payments should be separated into more than one class of cash flows. ASU 2016-15 is effective for public business entities for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. Early adoption is permitted, including adoption in an interim period. We are currently evaluating the impact of ASU 2016-15 on our statements of cash flows.

In December 2016, the FASB issued ASU 2016-19,Technical Corrections and Improvements,which makes minor corrections and clarifications that affect a wide variety of topics in the Accounting Standards Codification, including an amendment to ASC Topic 820, Fair Value Measurement, which clarifies the difference between a valuation approach and a valuation technique when applying the guidance of that Topic. The amendment also requires an entity to disclose when there has been a change in either or both a valuation approach and/or a valuation technique. The transition guidance for the ASC Topic 820 amendment must be applied prospectively because it could potentially involve the use of hindsight that includes fair value measurements. The new guidance is effective for annual reporting periods beginning after December 15, 2017, including interim periods within those years. Early application is permitted for any fiscal year or interim period for which the entity’sCompany's consolidated financial statements have not yet been issued. We are currently evaluating the impact this ASU will have on the financial position or financial statementand related disclosures.

 

Accounting Standards Recently AdoptedIn May 2014,2020, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (Topic 606)SEC adopted rule amendments that will impact the requirement of investment companies, including BDCs, to disclose the financial statements of certain of their portfolio companies or acquired funds (the “Final Rules”). ASU 2014-09 supersedesThe Final Rules adopted a new definition of “significant subsidiary” set forth in Rule 1-02(w)(2) of Regulation S-X under the revenue recognition requirements under ASC 605, Revenue Recognition,Securities Act. Rules 3-09 and most industry-specific guidance throughout4-08(g) of Regulation S-X require investment companies to include separate financial statements or summary financial information, respectively, in such investment company’s periodic reports for any portfolio company that meets the Industry Topicsdefinition of “significant subsidiary.” The Final Rules amend the definition of “significant subsidiary” in a manner that is intended to more accurately capture those portfolio companies that are more likely to materially impact the financial condition of an investment company. The Final Rules became effective on January 1, 2021, but voluntary compliance was permitted in advance of the ASC.effective date. The core principle ofCompany elected to comply with the guidance is that an entity should recognize revenue to depictFinal Rules effective June 30, 2020 which reduced the transfer of promised goods or services to customers in an amount that reflects the consideration to which an entity expects to be entitled in exchange for those goods or services. Under the new guidance, an entity is required to perform the following five steps: (1) identify the contract(s) with a customer; (2) identify the performance obligations in the contract; (3) determine the transaction price; (4) allocate the transaction price to the performance obligations in the contract, and (5) recognize revenue when (or as) the entity satisfies a performance obligation. The new guidance will significantly enhance comparability of revenue recognition practices across entities, industries, jurisdictions and capital markets. Additionally, the guidance requires improved disclosures as to the nature, amount, timing and uncertainty of revenue that is recognized. In March 2016, the FASB issued ASU 2016-08, Revenue from Contracts with Customers (Topic 606): Principal versus Agent Considerations (Reporting Revenue Gross versus Net), which clarified the implementation guidance on principal versus agent considerations. In April 2016, the FASB issued ASU 2016-10, Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing, which clarified the implementation guidance regarding performance obligations and licensing arrangements. In May 2016, the FASB issued ASU No. 2016-12, Revenue from Contracts with Customers (Topic 606)—Narrow-Scope Improvements and Practical Expedients, which clarified guidance on assessing collectability, presenting sales tax, measuring noncash consideration, and certain transition matters. In December 2016, the FASB issued ASU No. 2016-20, Revenue from Contracts with Customers (Topic 606)—Technical Corrections and Improvements, which provided disclosure relief, and clarified the scope and application of the new revenue standard and related cost guidance. The new guidance will be

22

effectiverequirement for the annual reporting period beginning after December 15, 2017, including interim periods within that reporting period. Early adoption would be permitted for annual reporting periods beginning after December 15, 2016. We completed our initial assessment in evaluating the potential impact on ourCompany to provide separate audited financial statements and based on our initial assessment, determined that oursummarized financial instruments are excluded from the scope of ASU 2014-09 and ASC 606. As a result of the scope exceptioninformation for financial instruments, our management has determined that there will be no material changes to the recognition timing and classification of revenues and expenses; additionally, management does not expect the adoption of ASU 2014-09 to have a significant impact to pretax income or on financial statement disclosures upon adoption. We will continue to evaluate the impact of ASU 2014-09, as amended, through the date of adoption to ensure that our initial assessment continues to remain accurate.its controlled portfolio companies going forward.

 

 (4)Related Party Transactions and Agreements

Share Exchange with MVC—On May 14, 2014, we announced that the Fund intended to effect a reorganization pursuant to Section 2(a)(33) of the 1940 Act (“Plan of Reorganization”). As a first step to consummating the Plan or Reorganization, we sold to MVC 2,112,000 newly-issued shares of the Fund’s common stock in exchange for 395,839 shares of MVC (such transaction is hereinafter referred to as the “Share Exchange”). MVC is a BDC traded on the NYSE that provides long-term debt and equity investment capital to fund growth, acquisitions and recapitalizations of companies in a variety of industries. The Share Exchange was calculated based on the Fund’s and MVC’s respective net asset value per share. At the time of the Share Exchange, the number of MVC shares received by Equus represented approximately 1.73% of MVC’s total outstanding shares of common stock. As of September 30, 2017 and December 31, 2016, we valued our shareholding in MVC at $4.9 million and $4.0 million, respectively. The value of our MVC shares was based on MVC’s closing trading price on the NYSE as of such dates and included additional shares of MVC received as dividends during the relevant reporting period. Due to the ownership relationship between the Company and MVC, the investment and amounts due to and from MVC have been identified and disclosed as “related party(ies)” in our Financial Statements.

Agreement to Acquire Portfolio Company of MVC—On April 24, 2017, we entered into a Stock Purchase Agreement and Plan of Merger (“Merger Agreement”) with ETR Merger Sub, Inc., a newly-formed wholly-owned subsidiary of Equus, certain shareholders of USG&E, and MVC as a selling shareholder of U.S. Gas & Electric, Inc. (“USG&E”) and as representative of the selling USG&E shareholders. On May 30, 2017, USG&E and MVC notified us that they had accepted a proposal from Crius Energy Trust, that was considered by the respective boards of directors of USG&E and MVC to constitute a “Superior Proposal” (as such term is defined in the Merger Agreement) to the terms and conditions of the Merger Agreement, and, accordingly, provided us with a notice of termination pursuant to the Merger Agreement. Further, pursuant to the Merger Agreement, USG&E paid us a termination fee of $2.5 million (see Note 6 –Plan of Reorganization below).

Except as noted below, as compensation for services to the Fund, each Independent Director receives an annual fee of $40,000 paid quarterly in arrears, a fee of $2,000 for each meeting of the Board of Directors or committee thereof attended in person, a fee of $1,000 for participation in each telephonic meeting of the Board or committee thereof, and reimbursement of all out-of-pocket expenses relating to attendance at such meetings. The chair of each of our standing committees (audit, compensation, and nominating and governance) also receives an annual fee of $50,000, payable quarterly in arrears. We may also pay other one-time or recurring fees to members of our Board of Directors in special circumstances. None of our interested directors receive annual fees for their service on the Board of Directors.

 

22

In November 2011, Equus Energy, LLC (“Equus Energy”), a wholly-owned subsidiary of the Fund, entered into a consulting agreement with Global Energy Associates, LLC (“Global Energy”) to provide consulting services for energy related investments. This agreement was terminated effective June 28, 2017. Henry W. Hankinson, Director of the Fund, is a managing partner and co-founder of Global Energy. Payments to Global Energy totaled $43,750 and $56,250 for the nine months ended September 30, 2017 and 2016, respectively.

In respect of services provided to the Fund by members of the Board not in connection with their roles and duties as directors, the Fund currently pays a fixed amount at a rate of $300 per hour for services rendered.such services.

(5)       Portfolio Securities

 During the nine months ended September 30, 20172022, with respect to our holding in Equus Energy, LLC, we recorded an increase in the fair value of this investment by $2.5 million. Such change in fair value was principally due to increases in mineral acreage prices and September 30, 2016, we paid Kenneth I. Denos, P.C., a professional corporation owned by Kenneth I. Denos, a director of the Fund, $0.4 millionsubstantial increase in short-and long-term prices for crude oil and $0.3 million for the nine months ended September 30, 2017 and September 30, 2016, respectively, for services provided to the Fund.natural gas.  

23

(5)Portfolio Securities

During the nine months ended September 30, 2017,2021, we received full paymentmade a follow-on investment of our senior secured promissory note (“Note”) issued by Biogenic Reagents, LLC (“Biogenic”), in the amount of $2.4$0.35 million in cash, consisting of the original principal amount of the Note, together with approximately $0.4 million in interest as accrued thereon.Equus Energy, LLC.

 

During the nine months ended September 30, 2017,2021, we received dividendsrecognized a capital gain of $0.5 million due to the change in the formestimated fair value of additional shares of $0.2 million relatingour escrow receivable related to our shareholding in MVC

On August 8, 2017, we agreed to extend the maturity date of the $1.0 million promissory note issued to Equus by 5thElement Tracking, LLC to May 14, 2018 in exchange for $32,500, consisting of $12,500 in PIK interest and two cash payments of $10,000.PalletOne, Inc.

 

During the nine months ended September 30, 2017,2021, with respect to our holding in Equus Energy, LLC, we recorded an increase in the fair value of $5.0 million and an increase in our cost basis of $0.35 million, resulting in a net change in unrealized appreciation of $1.4 million, to a net unrealized appreciation of $11.7$4.65 million. Such change in unrealized appreciation resulted primarily from the following changes:fair value was principally due to increases in mineral acreage prices and a substantial increase in short-and long-term prices for crude oil and natural gas.  

(i)

Increase in the fair value of our shareholding in MVC of $0.7 million due to the receipt of a dividend payment in the form of additional shares of MVC, along with an increase in the share price of MVC during the nine months ended September 30, 2017;

(ii)

Increase in fair value of our shareholding in PalletOne, Inc. of $0.5 million due to an overall improvement in comparable industry sectors, as well as continued revenue increases and promising acquisition and growth prospects; and

(iii)Increase in the fair value of our holdings in Equus Energy, LLC of $0.2 million, principally due to increases in mineral acreage prices proximate to the company’s leasehold interests and a moderate increase in the short- and long-term prices for crude oil and natural gas.

On January 29, 2016, we invested $2.0 million in Biogenic in the form of a senior secured promissory note originally maturing April 28, 2016 and subsequently extended(6)       Conversion to June 30, 2016, and bearing cash and PIK interest at the combined rate of 16% per annum. Biogenic is a developer and producer of high value carbon products from renewable biomass, headquartered in Minneapolis. The company has developed and commercialized a low-cost platform technology to make carbon products such as activated carbon for use in purification of air, water, food and pharmaceuticals and agricultural carbon to improve crop production.

On March 2, 2016, we extended the maturity of the 5TH Element Tracking, LLC (“5TH Element”) promissory note to July 1, 2016 and received fees in the form of a PIK and cash totaling $0.05 million. Effective June 30, 2016, we agreed to further extend the maturity of the note to October 31, 2016 in exchange for fees in the form of a PIK and cash totaling $0.05 million. On August 8, 2017, we agreed to further extend the maturity date of the note to May 14, 2018 in exchange for $32,500 consisting of $12,500 in PIK interest and two payments of $10,000 (see Note 9 –Subsequent Events below).

On April 1, 2016, we received $40,000 in cash representing payment of accrued cash interest on our $2.0 million loan to Biogenic, made on January 29, 2016.

During the nine months ended September 30, 2016, we received dividends in the form of additional shares of $0.2 million relating to our shareholding in MVC. 

During the nine months ended September 30, 2016, we recorded an increase of $5.9 million in net unrealized appreciation, from $2.4 million to $8.3 million, in our portfolio securities. Such increase resulted primarily from the following changes:

(i)Increase in the fair value of our shareholding in MVC of $0.4 million due to an increase in the MVC share price during the nine months ended September 30, 2016 and the receipt of dividend payments in the form of additional shares of MVC;

(ii)Increase in fair value of our shareholding in PalletOne, Inc. of $5.8 million due to continued strong revenue and earnings growth, and an overall improvement in comparable industry sectors; and

24

(iii)Decrease in the fair value of our holdings in Equus Energy, LLC of $0.3 million, principally due to a combination of lower production without a corresponding increase in proved reserves and lower short- and long-term prices for crude oil and natural gas.

(6)Plan of Reorganization

Share Exchange with MVC—On May 14, 2014, we announced that the Fund intended to effect a Plan of Reorganization. As a first step to consummating the Plan of Reorganization, we executed a Share Exchange with MVC, wherein we sold to MVC 2,112,000 newly-issued shares of our common stock in exchange for 395,839 newly-issued shares of MVC. We also announced that, pursuant to the Plan of Reorganization, our intention was for Equus to pursue a Consolidation with MVC or one of its portfolio companies.Operating Company

 

Authorization to Withdraw BDC ElectionAs a consequence of our Plan of Reorganization, effective September 28, 2017, On November 3, 2022, holders of a majority of the outstanding common stock of the Fund approved our cessation as a BDC under the 1940 Act and authorized our Board of Directors to cause the Fund’s withdrawal of its election to be classified as a BDC, each effective as of a date designated by the Board and our Chief Executive Officer, but in no event later than December 31, 2017.February 28, 2023. This authorization and others which preceded it are a consequence of our expressed intent to transform Equus into an operating company.  Notwithstanding thisany such authorization to withdraw our BDC election, we will not submit any such withdrawal unless and until Equus has entered into a definitive agreement to effect a transformative transaction. Further, even if we are reasonably confident that such Consolidation will be completed.

Agreementagain authorized to Acquire U.S. Gas & Electric, Inc.—On April 24, 2017, we entered into the Merger Agreement with ETR Merger Sub, Inc., a newly-formed wholly-owned subsidiary of Equus, certain shareholders of USG&E, and MVCwithdraw our election as a selling shareholderBDC, we will require a subsequent affirmative vote from holders of USG&E and as representative of the selling USG&E shareholders. On May 30, 2017, USG&E and MVC notified us that they had accepted a proposal from Crius Energy Trust, that was considered by the respective boards of directors of USG&E and MVC to constitute a “Superior Proposal” (as such term is defined in the Merger Agreement) to the terms and conditions of the Merger Agreement, and, accordingly, provided us with a notice of termination pursuant to the Merger Agreement. Further, pursuant to the Merger Agreement, USG&E paid us a termination fee of $2.5 million.

Intention to Continue to Pursue Consolidation—Notwithstanding the termination of the Merger Agreement with USG&E described above, we intend to pursue a Consolidation and the completionmajority of our Planoutstanding voting shares to enter into any such definitive agreement or change the nature of Reorganization with another operating company and withdraw our BDC election as authorized by our stockholders.business. While we are presently evaluating various opportunities that could enable us to accomplish a Consolidation,this transformation, we cannot assure you that we will be able to do so within any particular time period or at all.all, and, although we expect that our shareholders will extend our current authorization, if necessary, we do not expect to cause the Fund to withdraw its election to be classified as BDC by December 31, 2022. Moreover, we cannot assure you that the terms of any such transformative transaction that would embody a potential Consolidation would be acceptable to us.

Increase in Authorized Shares—On January 20, 2021, holders of a majority of the outstanding common stock of the Fund approved the restatement of our Certificate of Incorporation to increase the number of our authorized shares of common stock from 50,000,000 to 100,000,000, and the number of our authorized shares of preferred stock from 5,000,000 to 10,000,000. The increase is intended to help facilitate the transformation of Equus into an operating company and provide sufficient authorized shares to evaluate larger business concerns as possible acquisition or merger candidates.

 

 (7)2016 Equity Incentive Plan

 

Share-Based Incentive Compensation—On June 13, 2016, our shareholders approved the adoption of our 2016 Equity Incentive Plan (“Incentive Plan”). On January 10, 2017, the SEC issued an order approving the Incentive Plan and certain awards intended to be made thereunder. The Incentive Plan is intended to promote the interests of the Fund by encouraging officers, employees, and directors of the Fund and its affiliates to acquire or increase their equity interest in the Fund and to provide a means whereby they may develop a proprietary interest in the development and financial success of the Fund, to encourage them to remain with and devote their best efforts to the business of the Fund, thereby advancing the interests of the Fund and its stockholders. The Incentive Plan is also intended to enhance the ability of the Fund and its affiliates to attract and retain the services of individuals who are essential for the growth and profitability of the Fund. The Incentive Plan permits the award of restricted stock as well as common stock purchase options. The maximum number of shares of common stock that are subject to awards granted under the Incentive Plan is 2,434,728 shares. The term of the Incentive Plan will expire on June 13, 2026. On March 17, 2017, we granted awards of restricted stock under the Incentive Plan to certain of our directors and executive officers in the aggregate amount of 844,500 shares. The awards are each subject to a vesting requirement over a 3-year period unless the recipient thereof is terminated or removed from their position as a director or executive officer without “cause”, or as a result of constructive termination, as such terms are defined in the respective award agreements entered into by each of the recipients and the Fund. As of March 31, 2020, all awards granted under the Incentive Plan were fully vested. We account for share-based compensation using the fair value method, as prescribed by ASC 718, Compensation—Stock Compensation.718. Accordingly, for restricted stock awards, we measure the grant date fair value based upon the market price of our common stock on the date of the grant and amortize the fair value of the awards as share-based compensation expense over the requisite service period, which is generally the vesting term. For the nine months ended September 30, 2017, we recorded compensation expense of $1.1 million in connection with these awards.

 

 2523 

(8)Equus Energy, LLC

 

Equus Energy, LLC (“Equus Energy”) was formed in November 2011 as a wholly-owned subsidiary of the Fund to make investments in companies in the energy sector, with particular emphasis on income-producing oil & gas properties. In December 2011, we contributed $250,000 to the capital of Equus Energy. On December 27, 2012, we invested an additional $6.8 million in Equus Energy for the purpose of additional working capital and to fund the purchase of $6.6 million in working interests which presently comprise 144consisting of 136 producing and non-producingnon- producing oil and gas wells. On September 30, 2020, the Fund provided an additional $0.6 million in capital to Equus Energy for the purpose of additional working capital. On June 30, 2021, the Fund provided an additional $0.3 million in capital to Equus Energy for the purpose of additional working capital. The working interests include associated development rights of approximately 22,36021,320 acres situated on 129 separate properties in Texas and Oklahoma. The working interests range from ade minimus amount to 50% of the leasehold that includes these wells.

 

The wells are operated by a number of experienced operators, including Chevron USA, Inc.,Burk Royalty, which has operating responsibility for all of Equus Energy’s 4022 producing well interests located in the Conger Field, a productive oil and gas field on the edge of the Permian Basin that has experienced successful gas and hydrocarbon extraction in multiple formations. Equus Energy, which holds a 50% working interest in each of these Conger Field wells, is working with Chevron inseeking to effect a recompletion program of existing Conger Field wells to the Wolfcamp formation, a zone containing oil as well as gas and natural gas liquids. PartA substantial part of Equus Energy’s acreage rights described above also includes a 50% working interest in possible new drilling to the base of the Canyon formation (approximately(appx. 8,500 feet) on 2,400 acres in the Conger Field. Also included in the interests acquired by Equus Energy are working interests of 7.5% and 2.5% in the Burnell and North Pettus Units, respectively, which collectively comprise approximately 13,000 acres located in the area known as the “Eagle Ford Shale” play.

The gradual recovery of the world economy, largely buoyed by fiscal and monetary stimulus, resulted in a strong recovery in energy prices through to the end of 2021. The buildup and subsequent invasion of Ukraine by Russian forces in February 2022 added additional impetus to short-term commodity prices, with oil increasing 40.4% in the first half of 2022 and natural gas increasing 71.2% during the same period. Given such price volatility, the U.S. Energy Information Administration (UEIA) has changed its 2022 WTI and gas price forecasts substantially throughout the year, starting with an estimated year-long average of $75.00 for WTI in January 2022, a revised estimate of $113.00 in March 2022, and a most recent estimate in June 2022 of $98.79. The UEIA’s estimate for average gas prices continued to climb throughout 2022, starting with an estimate of $3.79 per MMBTU in January, increasing to $6.02 per MMBTU in its most recent revised forecast in June 2022.

The Impact of COVID-19 and Other Events—Recent years have witnessed unprecedented systemic events, such as Covid-19, government-induced consumer demand, and, most recently, armed conflict, that had a material effect on oil prices globally. Crude and natural gas prices each reached multi-year highs in the first half of 2022 and, despite decreasing during the third quarter of 2022, still remain above year-end 2021 levels.

Notwithstanding present pricing conditions and forecasts for the remainder of 2022, operators of the leasehold interests held by Equus Energy have not yet undertaken significant capital expenditures, which could have a material adverse effect upon the operations and long-term financial condition of Equus Energy. To conserve existing cash resources or create additional cash resources during the next year, Equus Energy intends to either: (i) attempt to secure equity or debt financing from one or more institutional sources, which sources may include the Fund, a commercial lender, or other investors, (ii) request that its operators shut-in additional wells, (iii) sell certain of its oil and gas holdings, or (iv) undertake a combination of the foregoing. However, we cannot assure you that Equus Energy will be able to implement these plans successfully, or that such plans will generate sufficient liquidity to continue as a going concern. The factors discussed above, therefore, raise substantial doubt about Equus Energy’s ability to continue as a going concern.

Going-Concern—The accompanying unaudited condensed consolidated financial statements of Equus Energy have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities and other commitments in the normal course of business. As such, the unaudited condensed consolidated financial statements do not include adjustments relating to the recoverability and classification of assets and their carrying amount, or the amount and classification of liabilities that may result should Equus Energy be unable to continue as a going concern.

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Revenue and Income. During the three months ended September 30, 2017,2022, Equus Energy’s revenue, operating revenue less direct operating expenses, and net loss were $0.2$0.3 million, $0.07$0.2 million, and ($0.07)0.1) million, respectively, as compared to revenue, operating revenue less direct operating expenses, and net loss which were $0.2 million, $0.1$0.08 million, and ($0.07)0.03) million, respectively, for the three months ended September 30, 2016. 2021.

During the nine months ended September 30, 2017,2022, Equus Energy’s revenue, operating revenue less direct operating expenses, and net loss were $0.7$0.9 million, $0.2$0.7 million, and ($0.3)0.09) million, respectively, as compared to revenue, operating revenue less direct operating expenses, and net loss which were $0.4$0.6 million, ($0.07)$0.1 million, and ($0.7)0.07) million, respectively, for the nine months ended September 30, 2016.2021.

 

Capital Expenditures. During the three and nine months ended September 30, 2017 2022 and September 30, 2016,2021, Equus Energy’s investment, respectively, in capital expenditures for small repairs and improvements was not significant. The operators of the various working interest communicated their intent to wait until 2018, commensurate with an anticipated gradual rise in the price of crude oil, to commence new drilling and recompletion projects.

 

We do not consolidate Equus Energy or its wholly-owned subsidiaries and accordingly only the value of our investment in Equus Energy is included on our balance sheets. Our investment in Equus Energy is valued in accordance with our normal valuation procedures and is based in part on using a discounted cash flow analysis based on a reserve report prepared for Equus Energy by Lee Keeling & Associates, Inc., an independent petroleum engineering firm, the transactions and values of comparable companies in this sector, and the estimated value of leasehold mineral interests associated with the acreage held by Equus Energy. A valuation of Equus Energy was performed by a third-party valuation firm, who recommended a value range of Equus Energy consistent with the fair value determined by our Management (SeeSchedule of Investments)Investments).

 

25


Below is summarized unaudited condensed consolidated financial information for Equus Energy as of September 30, 2022 and December 31, 2021 and for the three months and nine months ended September 30, 2022 and 2021, respectively (in thousands):

EQUUS ENERGY, LLC

Unaudited Condensed Consolidated Balance Sheets

  September 30, December 31,
  2022 2021
     
     
Assets    
Current assets:    
Cash and cash equivalents $351  $640 
Accounts receivable  417   215 
Total current assets  768   855 
Oil and gas properties  8,097   8,097 
Less: accumulated depletion, depreciation and amortization  (8,094)  (8,093)
Net oil and gas properties  3   4 
Total assets$771 $859 
        
Liabilities and member's deficit        
Current liabilities:        
Accounts payable and other $101  $103 
Due to affiliate  350   350 
Total current liabilities  451   453 
Asset retirement obligations  216   214 
Total liabilities 667  667 
         
Total member's equity (deficit)  104   192 
         
Total liabilities and member'sequity (deficit)$771 $859 

Revenue and direct operating expenses for the various oil and gas assets included in the unaudited condensed consolidated statements of operations below represent the net collective working and revenue interests acquired by Equus Energy.

 26 

 

Below is summarized consolidated financial information for Equus Energy as of September 30, 2017 and December 31, 2016 and for the three months and nine months ended September 30, 2017 and 2016, respectively, (in thousands):

EQUUS ENERGY, LLC

Unaudited Condensed Consolidated Balance SheetsStatements of Operations

 

 September 30, December 31,
  2017 2016
Assets    
Current assets:        
Cash and cash equivalents $237  $291 
Accounts receivable  107   91 
Other current assets  33   32 
Total current assets  377   414 
Oil and gas properties  8,064   8,055 
Less: accumulated depletion, depreciation and amortization  (7,432)  (7,145)
Net oil and gas properties  632   910 
Total assets $1,009  $1,324 
         
Liabilities and member's equity        
Current liabilities:        
Accounts payable and other $43  $75 
Due to affiliate  586   611 
Total current liabilities  629   686 
Asset retirement obligations  188   184 
Total liabilities  817   870 
         
Total member's equity  192   454 
         
Total liabilities and member's equity $1,009  $1,324 
  Three months ended September 30, Nine months ended September 30,
  2022 2021 2022 2021
         
         
Operating revenue $277  $237  $898  $623 
Operating expenses                
Direct operating expenses  77   155   206   482 
General and administrative  310   53   778   178 
Depletion, depreciation, amortization and accretion  1   2   2   5 
Impairment of oil and gas properties  —     —     —     32 
Total operating expenses  388   210   986   697 
Net income (loss)  (111)  27  (88)  (74)

 

Revenue and direct operating expenses for the various oil and gas assets included in the accompanying statements represent the net collective working and revenue interests acquired by Equus Energy. The revenue and direct operating expenses presented herein relate only to the interests in the producing oil and natural gas properties and do not represent all

EQUUS ENERGY, LLC

Unaudited Condensed Consolidated Statements of the oil and natural gas operations of all of these properties. Direct operating expenses include lease operating expenses and production and other related taxes. General and administrative expenses, depletion, depreciation and amortization (“DD&A”) of oil and gas properties and federal and state taxes have been excluded from direct operating expenses in the accompanying statements of operations because the allocation of certain expenses would be arbitrary and would not be indicative of what such costs would have been had Equus Energy been operated as a stand-alone entity. The statements of operations presented are not indicative of the financial condition or results of operations of Equus Energy on a go forward basis due to changes in the business and the omission of various operating expenses.Cash Flows

 

  Nine months ended September 30,
  2022 2021
     
Cash flows from operating activities:    
     
Net income (loss) $(88) $(74)
Adjustments to reconcile net loss to        
net cash used in operating activities:        
Depletion, depreciation and amortization  2   5 
Accretion expense  1   —   
Impairment  —     32 
Changes in operating assets and liabilites:        
Accounts receivable  (202)  (79)
Accounts payable and other  (2)  (129)
Net cash used in operating activities  (289)  (245)
         
Cash flows from investing activities:        
Investment in oil & gas properties  —     (32)
Net cash (used in) provided by investing activities  —     (32)
         
Cash flows from financing activities:        
Due to Parent  —     350 
Net cash provided by investing activities  —     350 
Net (decrease) increase in cash  (289)  73 
Cash and cash equivalents at beginning of period  640   621 
Cash and cash equivalents at end of period $351  $694 

 27 

EQUUS ENERGY, LLC

Unaudited Condensed Consolidated Statements of Operations

  Three Months ended September 30, Nine Months ended September 30,
  2017 2016 2017 2016
Operating revenue $191  $248  $667  $411 
Operating expenses                
Direct operating expenses  122   127   421   483 
Depletion, depreciation, amortization and accretion  91   110   291   246 
General and administrative  49   77   217   319 
Total operating expenses  262   313   929   1,048 
Operating loss  (71)  (66)  (262)  (637)
Net loss $(71) $(66) $(262) $(637)

EQUUS ENERGY, LLC

Unaudited Condensed Consolidated Statements of Cash Flows

  Nine months ended September 30,
  2017 2016
Cash flows from operating activities:        
         
Net loss $(262) $(637)
Adjustments to reconcile net loss to        
net cash used in operating activities:        
Depletion, depreciation, amortization and accretion  291   246 
Changes in operating assets and liabilities:        
Accounts receivable  (16)  73 
Prepaid expenses and other current assets  (1)  —   
Affiliate payable/receivable  (25)  —   
Accounts payable and other  (32)  (96)
Net cash used in operating activities  (45)  (414)
         
Cash flows from investing activities:        
Investment in oil & gas properties  (9)  (5)
Net cash used in investing activities  (9)  (5)
Net decrease in cash  (54)  (419)
Cash and cash equivalents at beginning of period  291   517 
Cash and cash equivalents at end of period $237  $98 

Critical Accounting Policies for Equus Energy

Oil & Gas Properties—Equus Energy and its wholly-owned subsidiary EQS Energy Holdings, Inc. (collectively, “the Company”) follow theFull Cost Method of Accounting for oil and gas properties. Under the full cost method, all costs associated with property acquisition, exploration, and development activities are capitalized. Capitalized costs include lease acquisitions, geological and geophysical work, delay rentals, costs of drilling, completing and equipping successful and unsuccessful oil and gas wells and related costs. Gains or losses are normally not recognized on the sale or other disposition of oil and gas properties. Gains or losses are normally reflected as an adjustment to the full cost pool.

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Any excess of the net book value of proved oil and gas properties over the ceiling is charged to expense and reflected as additional impairment in the accompanying statements of operations.

 

The capitalized costs of oil and gas properties, plus estimated future development costs relating to proved reserves and estimated cost of dismantlement and abandonment, net of salvage value, are amortized on a unit-of-production method over the estimated productive life of the proved oil and gas reserves. Unevaluated oil and gas properties are excluded from this calculation. Depletion, depreciation, amortization and accretion expense for the Company’s oil and gas properties totaled $0.1 million$2 thousand and $0.1 million for the three months ended September 30, 2017 and September 30, 2016, respectively and $0.4 million and $0.5 million$5 thousand for the nine months ended September 30, 20172022 and September 30, 2016,2021, respectively.

 

Capitalized oil and gas property costs are limited to an amount (the ceiling limitation) equal to the sum of the following:

 

 (a)As of September 30, 2017,2022, the present value of estimated future net revenue from the projected production of proved oil and gas reserves, calculated at the simple arithmetic average, first-day-of-the-month prices during the twelve-month period before the balance sheet date (with consideration of price changes only to the extent provided by contractual arrangements) and a discount factor of 10%;

 (b)The cost of investments in unproved and unevaluated properties excluded from the costs being amortized; and

 (c)The lower of cost or estimated fair value of unproved properties included in the costs being amortized.

 

When it is determined that oil and gas property costs exceed the ceiling limitation, an impairment charge is recorded to reduce its carrying value to the ceiling limitation. The Company did not recognizerecognized an impairment loss on its oil and gas properties during the nine months ended September 30, 20172022 and September 30, 2016,2021 of $0 and $32 thousand, respectively.

 

The costs of certain unevaluated leasehold acreage and certain wells being drilled are not amortized. The Company excludes all costs until proved reserves are found or until it is determined that the costs are impaired. Costs not amortized are periodically assessed for possible impairment or reduction in value. If a reduction in value has occurred, costs being amortized are increased accordingly.

 

Revenue RecognitionRecognition—The Company recognizes revenue in accordance with Accounting Standards Codification ("ASC") 606, Revenue recognized forfrom Contracts with Customers.

The Company’s revenue is generated primarily from the sale of oil, gas and natural gas sales under the sales method of accounting. Under this method, revenue is recognized on production as it is takenliquids (“NGL”) produced from working interests and delivered to its purchasers. The volumes sold may be more or less than the volumes entitled to, based on the owner’s net leasehold interest. These differences resulta lesser extent from production imbalances, which are not significant, and are reflected as adjustments to proven reserves and future cash flowsroyalty interests in the unaudited consolidated financial information included herein.

Accounting Policy on DD&A—The Company employs the “Units of Production” method in calculating depletion of its proved oil and gas properties wherein capitalized costs,owned by the Company. As a working interest owner, the Company is responsible for the incurred production expenses proportionate to the interest stipulated in the operating agreement. As a non-operator, the Company does not manage the daily well operations, which are borne by the well operator. Sales of oil, gas and NGLs are recognized at the time control of the product is transferred to the customer.

Various arrangements amongst the nine different oil and gas properties all differ in some respects, although they do share the commonality that, as adjusteda non-operating working interest holder, the Company does not engage in the selling process, but instead relies on the operator, as their selling agent, for future development costsnegotiating and asset retirementdetermining pricing, volume, and delivery terms. Such pricing terms are often a function of a specified discount from the daily/monthly NYMEX or Henry Hub average. The discount is usually based on differentials such as distance of the field/wells from the distribution node or the buyer’s storage facility, as well as the quality of the product itself (i.e., in the case of oil, its gravity).

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Revenue is measured based on consideration specified in the contract with the customer, and excludes any amounts collected on behalf of third parties. The Company recognizes revenue in the amount that reflects the consideration it expects to be entitled to in exchange for transferring control of those goods to the customer. The contract consideration is typically allocated to specific performance obligations in the contract according to the terms of the contract. Each unit of oil or gas is considered a separate performance obligation under the contract. Wells are spot measured once a month to determine production and the composition of each of the products (i.e. oil, gas, NGLs) from the well. Each month the consideration obtained by the operator is allocated to the related performance obligations.

Performance Obligations

A performance obligation is a promise in a contract to transfer a distinct good or service to the customer, and is the unit of account in ASC 606. A contract’s transaction price is allocated to each distinct performance obligation and recognized as revenue when, or as, the performance obligation is satisfied. Revenue is recognized when performance obligations are amortized oversatisfied in accordance with contractual terms, in an amount that reflects the total estimated proved reserves.consideration the Company expects to be entitled to in exchange for services rendered.

 

Depending on the contract and commodity, there are various means by which upstream entities can transfer control (i.e., at the wellhead, inlet, tailgate of the processing plant, or a location where the product is delivered to a third party). The Company has control of the commodity before it is extracted, therefore consideration must be given to whether the transfer of control of the commodity is to the operator or to the end customer at the point of sale.

Unless special arrangements are entered into, the Company’s performance obligations are generally considered performed when control of the extracted commodity transfers when it is delivered to the end customer at the agreed-upon market or index price. At the end of each month, when the performance obligation is satisfied, the variable consideration can be reasonably estimated. Variances between the Company’s estimated revenue and actual payments are recorded in the month the payment is received. 

Principal vs. Agent

While the guidance on principal versus agent considerations is similar to legacy GAAP, the key difference is that ASC 606 focuses on control of the specified goods and services as the overarching principle for entities to consider when determining whether they are acting as a principal or an agent. This could result in entities reaching different conclusions than they did under legacy GAAP.

        An entity acting as a principal records revenue on a gross basis if it controls a promised good or service before transferring that good or service to the customer. An entity is an agent if it does not control the promised good or service before transfer to the customer. If the entity is an agent, it records as revenue the net amount it retains for its agency services. However, due to the uncertainty of the variable pricing component and the separation of expenses billed to the Company from the consideration processed and paid by the operator, the revenue is recorded at net.

Under the Company’s normal operating activity arrangements, the operator is responsible for negotiating, fulfilling and collecting the agreed-upon amount from the sale with the end customer and is, therefore, determined to be acting as agent on behalf of the Company. The principal versus agent consideration will continue to be assessed for new contracts, both within and outside the company’s normal operating activities.

Income Taxes—A limited liability company is not subject to the payment of federal income taxes as components of its income and expenses flow through directly to the members. However, the Company is subject to certain state income taxes. Texas margin tax applies to legal entities conducting business in Texas. The margin tax is based on our Texas sourced taxable margin. The tax is calculated by applying a tax rate to a base that considers both revenue and expenses and therefore has the characteristics of an income tax. Taxable Subsidiaries may generate income tax expense because of the Taxable Subsidiaries’ ownership of the portfolio companies. We reflect any such income tax expense on our Statements of Operations. As of September 30, 2017 and September 30, 2016, theThe Company had no federal income tax expense. expense for the nine months ending September 30, 2022 and 2021, respectively.

 

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Asset Retirement Obligations—The fair value of asset retirement obligations are recorded in the period in which they are incurred if a reasonable estimate of fair value can be made, and the corresponding cost is capitalized as part of the carrying amount of the related long-lived asset. The fair value of the asset retirement obligation is measured using expected future cash outflows discounted at the Company’s credit-adjustedcredit- adjusted risk-free interest rate. Fair value, to the extent possible, should include a market risk premium for unforeseeable circumstances. No market risk premium was included in the Company’s asset retirement obligation fair value estimate since a reasonable estimate could not be made. The liability is accreted to its then present value each period, and the capitalized cost is depleted or amortized over the estimated recoverable reserves using the units-of-production method.

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 (9)Subsequent Events

 

Management performed an evaluation of the Fund’s activity through the date the financial statements were issued, noting the following subsequent event:events:

 

On October 2, 2017, we sold4, 2022, our holding in $4.0 million in U.S. Treasury Bills for $18.0 millionmatured and we repaid our margin loan.

 

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As described more fully under Note 6 – Conversion to an Operating Company, on November 3, 2022, holders of a majority of the outstanding common stock of the Fund approved our cessation as a BDC under the 1940 Act and authorized our Board to cause the Fund’s withdrawal of its election to be classified as a BDC, effective as of a date designated by the Board and our Chief Executive Officer, but no later than February 28, 2023.


Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

 

Equus Total Return, Inc. ((“we,” “us,” “our,” “Equus,” and the “Fund“Fund”), a Delaware corporation, was formed on August 16, 1991. Our shares trade on the New York Stock Exchange under the symbol ‘EQS’. Our investment strategy seeks to provide the highest total return, consisting of capital appreciation and current income.

 

The information contained in this section should be read in conjunction with our financial statements and notes thereto appearing elsewhere in this Quarterly Report and in conjunction with the financial statements and notes thereto in the Fund’s Form 10-K for the year ended December 31, 2016,2021, as filed with the SEC. In addition, some of the statements in this report constitute forward-looking statements. The matters discussed in this Quarterly Report, as well as in future oral and written statements by management of Equus, that are forward-looking statements are based on current management expectations that involve substantial risks and uncertainties which could cause actual results to differ materially from the results expressed in, or implied by, these forward-looking statements. Forward-looking statements relate to future events or our future financial performance. We generally identify forward-looking statements by terminology such as “may,” “will,” “should,” “expects,” “plans,” “anticipates,” “could,” “intends,” “target,” “projects,” “believes,” “estimates,” “predicts,” “potential” or “continue” or the negative of these terms or other similar words. Important assumptions include our ability to originate new investments, achieve certain margins and levels of profitability, and the availability of additional capital. In light of these and other uncertainties, the inclusion of a forward-looking statement in this Quarterly Report should not be regarded as a representation by us that our plans or objectives will be achieved. The forward-lookingforward- looking statements contained in this Quarterly Report include statements as to:

 

 ·our future operating results;
 ·our business prospects and the prospects of our existing and prospective portfolio companies;
 ·the return or impact of current and future investments;
 ·our contractual arrangements and other relationships with third parties;
 ·the dependence of our future success on the general economy and its impact on the industries in which we invest;
 ·the financial condition and ability of our existing and prospective portfolio companies to achieve their objectives;
 ·our expected financings and investments;
 ·our regulatory structure and tax treatment;
 ·our ability to qualify and operate as a BDC and a RIC, including the impact of changes in laws or regulations governing our operations, or the operations of our portfolio companies;
 ·the adequacy of our cash resources and working capital;
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the timing of cash flows, if any, from the operations of our portfolio companies;
 ·the impact of fluctuations in interest rates on our business;
 ·the valuation of our investments in portfolio companies, particularly those having no liquid trading market;
 ·our ability to recover unrealized losses; and
 ·market conditions and our ability to access additional capital, if deemed necessary.necessary;
developments in the global economy as well as the public health crisis related to the COVID-19 virus and resulting demand and supply for oil and natural gas;
natural or man-made disasters and other external events that may disrupt our operations; and 
continued volatility of oil and natural gas prices.

There are a number of important risks and uncertainties that could cause our actual results to differ materially from those indicated by such forward-looking statements. For a discussion of factors that could cause our actual results to differ from forward-looking statements contained in this Quarterly Report, please see the discussion in Part II, “ItemItem 1A. Risk Factors”Factors, and in Part I, “ItemItem 1A. Risk Factors”Factors in our Annual Report on Form 10-K for the fiscal year ended December 31, 2016.2021 (“10-K”). In particular, you should carefully consider the risks we have described in the 10-K and elsewhere in this Quarterly Report concerning our efforts to transform Equus into an operating company, as well as the coronavirus pandemic and the economic impact of the coronavirus on the Fund and our sole remaining portfolio company, as well as on oil and gas markets generally. You should not place undue reliance on these forward-looking statements. The forward-looking statements made in this Quarterly Report relate only to events as of the date on which the statements are made. We undertake no obligation to update any forward-looking statement to reflect events or circumstances occurring after the date this Quarterly Report is filed with the SEC.

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We attempt to maximize the return to stockholders in the form of current investment income and long-term capital gains by investing in the debt and equity securities of companies with a total enterprise value of between $5.0 million and $75.0 million, although we may engage in transactions with smaller or larger investee companies from time to time. We seek to invest primarily in companies pursuing growth either through acquisition or organically, leveraged buyouts, management buyouts and recapitalizations of existing businesses or special situations. Our income-producing investments consist principally of debt securities including subordinate debt, debt convertible into common or preferred stock, or debt combined with warrants and common and preferred stock. Debt and preferred equity financing may also be used to create long-termlong- term capital appreciation through the exercise and sale of warrants received in connection with the financing. WeTo the extent that we remain a BDC, we will seek to achieve capital appreciation by making investments in equity and equity-oriented securities issued by privately-owned companies (and smaller public companies) in transactions negotiated directly with such companies. Given market conditions over the past several years and the performance of our portfolio, our management and Board of Directors believe it is prudent to continue to review alternatives to refine and further clarify the current strategies.

We elected to be treated as a BDC under the 1940 Act. We currently qualify as a RIC for federal income tax purposes and, therefore, are not required to pay corporate income taxes on any income or gains that we distribute to our stockholders. We have certain wholly owneda wholly-owned Taxable Subsidiaries each ofSubsidiary which holds one or moreof our portfolio investments listed on our Schedules of Investments. The purpose of thesethis Taxable SubsidiariesSubsidiary is to permit us to hold certain income-producing investments or portfolio companies organized as limited liability companies, or LLCs, (or other forms of pass-through entities) and still satisfy the RIC tax requirement that at least 90% of our gross revenue for income tax purposes must consist of investment income. Absent the Taxable Subsidiaries,Subsidiary, a portion of the gross income of these income-producingincome- producing investments or of any LLC (or other pass-through entity) portfolio investment, as the case may be, would flow through directly to us for the 90% test. To the extent that such income did not consist of investment income, it could jeopardize our ability to qualify as a RIC and, therefore, cause us to incur significant federal income taxes. The income of the LLCs (or other pass-through entities) owned by Taxable SubsidiariesSubsidiary is taxed to the Taxable SubsidiariesSubsidiary and does not flow through to us, thereby helping us preserve our RIC status and resultant tax advantages. We do not consolidate the Taxable SubsidiariesSubsidiary for income tax purposes and they may generate income tax expense because of the Taxable Subsidiaries’Subsidiary’s ownership of the portfolio investments.investment. We reflect any such income tax expense on our Statements of Operations.

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Plan of Reorganization

 

Share Exchange with MVC—On May 14, 2014, we announced that the Fund intendedConversion to effect a Plan of Reorganization. As a first step to consummating the Plan of Reorganization, we executed a Share Exchange with MVC, wherein we sold to MVC 2,112,000 newly-issued shares of our common stock in exchange for 395,839 newly-issued shares of MVC. We also announced that, pursuant to the Plan of Reorganization, our intention was for Equus to pursue a Consolidation with MVC or one of its portfolio companies.an Operating Company

 

Authorization to Withdraw BDC ElectionAs a consequence of our Plan of Reorganization, effective September 28, 2017, On November 3, 2022, holders of a majority of the outstanding common stock of the Fund approved our cessation as a BDC under the 1940 Act and authorized our Board of Directors to cause the Fund’s withdrawal of its election to be classified as a BDC, each effective as of a date designated by the Board and our Chief Executive Officer, but in no event later than December 31, 2017.February 28, 2023. This authorization and others which preceded it are a consequence of our expressed intent to transform Equus into an operating company.  Notwithstanding thisany such authorization to withdraw our BDC election, we will not submit any such withdrawal unless and until Equus has entered into a definitive agreement to effect a transformative transaction. Further, even if we are reasonably confident that such Consolidation will be completed.

Agreementagain authorized to Acquire U.S. Gas & Electric, Inc.—On April 24, 2017, we entered into the Merger Agreement with ETR Merger Sub, Inc., a newly-formed wholly-owned subsidiary of Equus, certain shareholders of USG&E, and MVCwithdraw our election as a selling shareholderBDC, we will require a subsequent affirmative vote from holders of USG&E and as representative of the selling USG&E shareholders. On May 30, 2017, USG&E and MVC notified us that they had accepted a proposal from Crius Energy Trust, that was considered by the respective boards of directors of USG&E and MVC to constitute a “Superior Proposal” (as such term is defined in the Merger Agreement) to the terms and conditions of the Merger Agreement, and, accordingly, provided us with a notice of termination pursuant to the Merger Agreement. Further, pursuant to the Merger Agreement, USG&E paid us a termination fee of $2.5 million.

Intention to Continue to Pursue Consolidation—Notwithstanding the termination of the Merger Agreement with USG&E described above, we intend to pursue a Consolidation and the completionmajority of our Planoutstanding voting shares to enter into any such definitive agreement or change the nature of Reorganization with another operating company and withdraw our BDC election as authorized by our stockholders.business. While we are presently evaluating various opportunities that could enable us to accomplish a Consolidation,this transformation, we cannot assure you that we will be able to do so within any particular time period or at all.all, and, although we expect that our shareholders will extend our current authorization, if necessary, we do not expect to cause the Fund to withdraw its election to be classified as BDC by December 31, 2022. Moreover, we cannot assure you that the terms of any such transformative transaction that would embody a potential Consolidation would be acceptable to us.

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Increase in Authorized Shares. On January 20, 2021, holders of a majority of the outstanding common stock of the Fund approved the restatement of our Certificate of Incorporation to increase the number of our authorized shares of common stock from 50,000,000 to 100,000,000, and the number of our authorized shares of preferred stock from 5,000,000 to 10,000,000. The increase is intended to help facilitate the transformation of Equus into an operating company and provide sufficient authorized shares to evaluate larger business concerns as possible acquisition or merger candidates.

Reduction in Asset Coverage Ratio

On November 14, 2019, our shareholders approved a reduction in our asset coverage ratio from 200% to 150%. Prior to the reduction, we were restricted in the amount that we could borrow to the value of our net assets. The reduction in our asset coverage from 200% to 150% means that we may now borrow up to twice the value of our net assets. Except for a margin loan that we have previously procured each quarter to acquire U.S. Treasury bills as part of the maintenance of our RIC status, we have not incurred any additional borrowings as a consequence of this authorization.

 

2016 Equity Incentive Plan

 

On June 13, 2016, our shareholders approved the adoption of our 2016 Equity Incentive Plan (“Incentive Plan”). On January 10, 2017, the SEC issued an order approving the Incentive Plan and certain awards intended to be made thereunder. The Incentive Plan is intended to promote the interests of the Fund by encouraging officers, employees, and directors of the Fund and its affiliates to acquire or increase their equity interest in the Fund and to provide a means whereby they may develop a proprietary interest in the development and financial success of the Fund, to encourage them to remain with and devote their best efforts to the business of the Fund, thereby advancing the interests of the Fund and its stockholders. The Incentive Plan is also intended to enhance the ability of the Fund and its affiliates to attract and retain the services of individuals who are essential for the growth and profitability of the Fund. The Incentive Plan permits the award of restricted stock as well as common stock purchase options. The maximum number of shares of common stock that are subject to awards granted under the Incentive Plan is 2,434,728 shares. The term of the Incentive Plan will expire on June 13, 2026. On March 17, 2017, we granted awards of restricted stock under the Plan to certain of our directors and executive officers in the aggregate amount of 844,500 shares. The awards arewere each subject to a vesting requirement over a 3-year period unless the recipient thereof iswas terminated or removed from their position as a director or executive officer without “cause”, or as a result of constructive termination, as such terms are defined in the respective award agreements entered into by each of the recipients and the Fund. ForAs of March 31, 2020, all awards granted under the nine months ended September 30, 2017,Incentive Plan were fully vested. We account for share-based compensation using the fair value method, as prescribed by ASC 718. Accordingly, for restricted stock awards, we measure the grant date fair value based upon the market price of our common stock on the date of the grant and amortize the fair value of the awards as share-based compensation expense over the requisite service period, which is generally the vesting term. We recorded compensation expense of $1.1$0.08 million for the three months ended March 31, 2020 in connection with these awards.

 

Critical Accounting Policies

 

See the Fund’s Critical Accounting Policies from the disclosure set forth in the Fund’s Annual Report on Form 10-K for the year ended December 31, 2016.2021.

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Recent Accounting Pronouncements

See the Fund’s Accounting Standards Recently Adopted and Accounting Standards Not Yet Adopted from the disclosure set forth in Footnote 3 in the notes to the Financial Statements. 

Current Market Conditions

 

Impact of Economic and Geopolitical Events on the Oil and Gas Sector. The substantial volatility in world markets has been prominent in the oil and gas sector, with crude prices falling to 18-year lows in mid-March 2020 as a result of the coronavirus pandemic, only to increase to multi-year highs in the first half of 2022, largely as a result of high industrial and consumer demand, a reluctance of U.S. producers and OPEC nations to generate additional supply, and the conflict in Ukraine. Although crude prices decreased during the third quarter of 2022, they still remain above year-end 2021 levels. Meanwhile, gas prices have experienced similar volatility and also reached multi-year highs in the first half of 2022, decreasing slightly during the third quarter of 2022. The increased prices for oil and gas, including the forward pricing curves for these commodities, has improved the outlook and prospects for remaining small oil and gas firms such as Equus Energy that hold development rights in low-cost production reservoirs such as those underlying the Permian Basin and the Eagle Ford Shale regions. Notwithstanding present pricing conditions and forecasts for the remainder of 2022, operators of the leasehold interests held by Equus Energy have not yet undertaken significant capital expenditures, which could have a material adverse effect upon the operations and long-term financial condition of Equus Energy. To conserve existing cash resources or create additional cash resources during the next year, Equus Energy intends to either: (i) attempt to secure equity or debt financing from one or more institutional sources, which sources may include the Fund, a commercial lender, or other investors, (ii) request that its operators shut-in additional wells, (iii) sell certain of its oil and gas holdings, or (iv) undertake a combination of the foregoing. However, we cannot assure you that Equus Energy will be able to implement these plans successfully, or that such plans will generate sufficient liquidity to fund the operating expenses of Equus Energy over the next twelve-months.

The U.S. economy expandedEconomy. U.S. GDP increased at an annualized rate of 3.0%2.6% in the third quarter of 2022, exceeding most analysts’ expectations for the quarter. This followed a decline of 0.9% for the second quarter of 2022. The principal drivers of the increase during the third quarter of 2017, following an annualized increase2022 were a narrowing of 3.1%the US trade deficit, as well as increases in government and 1.4%consumer spending. The consensus of most economists is that the U.S. will avoid a recession in 2022, but may face a mild contraction in the first half of 2023. The U.S. economy’s performance during the secondthird quarter of 2022 more than erased losses for the first two quarters of 2022, but was nevertheless substantially less than 2021’s expansion of 5.7% for the year, the highest annual increase since 1984. The GDP gains in 2021 were largely due to increased consumer spending in the first half of the year which was partially financed from federal stimulus programs, as well as higher inventory purchases. However, persistent inflation, which continued throughout 2022, has led to significantly lower growth forecasts for the remainder of 2022 and first quarters, respectively, of 2017. The relatively strong increases during the two most recent quarters were attributed to increases in consumer and government spending, exports, and a labor market at near full employment, but were tempered by adverse weather conditions in Texas and the southeastern United States.into 2023. The Conference Board Economic Forecast, however, projectedis projecting an overall increase of 1.5% for the entire year of 2022, substantially down from its 3.5% projection made in late 2021, and zero growth for 2023. The Congressional Budget Office, which has not revised its forecast since May 2022, predicted 3.1% GDP growth in 2017for 2022, although that figure is also expected to be 2.2%, increasing to 2.4% in 2018, with expectations of continued strong consumer spending and low unemployment offset by slower export growth. Housing starts continued to slow throughout the

third quarter, decreasing 4.7% in September 2017 to 1.1 million units during the month, the slowest in a year. Sales of existing homes, however, unexpectedly increased 0.7% to a seasonally adjusted annual rate of 5.4 million units in September 2017 after steady declines since May 2017. Business investment appears on track to increase between 3%-4% for 2017, with similar increases in 2018, principally due to a weaker dollar and rising oil and gas drilling activity, as well as modest price recoveries in WTI and Brent crude benchmarks. (Sources:revised downward (U.S. Dept. of CommerceSources: Bureau of Economic Analysis, BureauAnalysis; The Conference Board; CNBC; Congressional Budget Office).

Employment and Housing. From March through to the end of Labor Statistics, CNBC, Kiplinger, Conference Board Leading Economic Index)

MergerSeptember, 2022, the U.S. unemployment rate has stood more or less unchanged at 3.5%, well below the 4.7% rate of September 30, 2021 and acquisition activity remained relatively modest duringsubstantially below the high of 14.5% in April 2020 when economic uncertainty associated with Covid-19 was at its peak. Economists are projecting a stable 3.5% to 3.8% range for the remainder of 2022. Most of the recent employment gains in 2021 and the first nine months of 2017 with2022 were due to gains in nonfarm payrolls, the leisure and hospitality industry, professional and business services, retail trade, transportation, and warehousing (Sources: Bureau of Labor Statistics; Trading Economics).

Consumer Prices. Consumer prices, which had largely been held in check during the pandemic, began to rise steadily in the second quarter of 2021 and, by the end of the second quarter of 2022, had reached an averageannualized rate of 967 deals per month and9.1%, the highest since 1981, before retreating slightly to an average monthly transaction valueannualized rate of approximately $123 million. Mergers and acquisitions activity8.2% in the twelve months ended September 30, 2022. Energy prices remained a principal driver of inflation during the first half of the year, but the decrease in energy prices during the third quarter of 20172022 was markedly lowermore than offset by sharp increases in food prices during the third quarterperiod. Largely as a result of 2016,Fed monetary responses and a slowing of economic growth, a number of commentators are forecasting a decrease in the rate of inflation throughout the rest of the year. (Sources: Kiplinger; Bureau of Labor Statistics; Trading Economics).

Interest Rates. Principally as a response to rising prices, the Federal Reserve began a series of federal funds rate increases in May 2022 and has continued steadily throughout the year, with a declining volumefurther increases expected throughout the remainder of transactions2022 and possibly into 2023. The result has been substantially increased borrowing costs, particularly for homebuyers and small businesses, as well as a declineheightened recession risks. For the first time since 2002, the average interest rate for new mortgage loans exceeded 7.0% per annum. Moreover, credit providers have also begun to require higher collateralization rates, with shorter maturities and higher fees than in the aggregate value of business combinations during the period. Nevertheless, market conditions for business transactions during 2017 have continued to steadily improve, continuing a multi-year trend, as larger corporations have had increased access to credit markets and are still holding significant amounts of cash and have focused on acquisitions as part of future growth plans. Private equity funds were able to raise a record amount of funds in the first nine months of 2017 at $465 billion, a 12% increase from the comparable nine month period in 2016. In addition, investment activity was approximately $122 billion during the third quarter of 2017, a 40% increase as compared to the second quarter of 2017. Private equity exit transactionsrecent past. (Source: Forbes; The Wall Street Journal).

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declinedMergers and Acquisitions. Global merger and acquisition activity in 2021 exceeded $5.0 trillion, an all-time record and $1.4 trillion greater than 2020, an increase of 38.9%. U.S.-based corporate acquirors, sitting on over $2.0 trillion in cash from higher earnings and funds raised from bond and equity offerings, were the principal drivers of the acquisition boom, accounting for over 50.0% of worldwide activity, while private equity firms comprised 27.0% of this total. Technology and healthcare were the sectors that experienced the most significant dealmaking activity during 2017, with trade salesthe year. In view of inflationary pressures and buyouts representing 90% of all such exits duringinterest rate increases in the U.S. economy, the first nine months of 2022 has seen a significant cooling, with merger and acquisition activity down 27% by value and 18% by volume. During the year. The decreasedthird quarter of 2022, the number of exitsmerger and acquisition deals in the U.S. was down 38.7% as compared to the third quarter of 2021. (Sources: FactSet; EY; Reuters; WoltersKluwer).

Private Equity. Private equity firms experienced a record year in 2021, concluding 8,548 transactions worth $2.1 trillion, which was more than double the industry’s total for 2020 ($1.0 trillion). Buyouts comprised the largest component of PE activity, amounting to $1.5 trillion of the total. Technology, media, and telecommunications were the industries most represented in private equity transactions in 2021, recording $784.2 billion during the year, almost double the $404.0 billion for 2020. The number of transactions sharply increased amountas well, with 3,268 deals consummated in 2021 versus 1,845 in 2020. At the end of cash on hand by2021, private equity firms large corporations, and other institutions has resultedwere in higher assetpossession of $2.3 trillion in cash reserves. Rising prices and consequently, lower returns. (Sources: FactSet Research Systems, Financial News,the invasion of Ukraine by Russian armed forces in February 2022, combined with systematic increases in short-term rates by the Federal Reserve that are expected to continue into the intermediate term has tempered private equity activity in the first nine months of 2022. Although data for the third quarter of 2022 is not yet available, private equity activity declined 26% in the six months ended June 30, 2022 as compared to the same period in 2021. Transactions by special purpose acquisition companies (SPACs) had experienced considerable investor interest and Ernst & Young Private Equity Capital Briefing)dealmaking activity in 2020 and 2021, but poor post-acquisition (de-SPAC) performance in 2022 has created highly unfavorable conditions for the more than 500 SPACs that have yet to find a suitable acquisition target. There were only eight SPAC IPOs in the third quarter of 2022, and none in July 2022, the first month of no SPAC IPO activity in over 5 years. (Sources: The Wall Street Journal; SPACInsider; CNBC).

 

During the nine months ended September 30, 2017,2022, our net asset value decreased from $3.37$2.69 per share to $3.11$2.68 per share, a decrease of 7.7%0.37%. As of September 30, 2017,2022, our common stock is trading at a 21.8%38.8% discount to our net asset value as compared to 40.4%13.0% as of December 31, 2016.2021.

 

Over the past several years, we have executed certain initiatives to enhance liquidity, achieve a lower operational cost structure, provide more assistance to portfolio companies and realize certain of our portfolio investments. Specifically, we changed the composition of our Board of Directors and Management, terminated certain of our follow-on investments, internalized the management of the Fund, suspended our managed distribution policy, modified our investment strategy to pursue shorter term liquidation opportunities, pursued non-cash investment opportunities, and sold certain of our legacy and underperforming investment holdings. We believe these actions continue to be necessary to protect capital and liquidity in order to preserve and enhance shareholder value. Because our Management is internalized, certain of our expenses should not increase commensurate with an increase in the size of the Fund and, therefore, to the extent we remain a BDC, we expect to achieve efficiencies in our cost structure if we are able to grow the Fund.

 

Liquidity and Capital Resources

 

We generate cash primarily from maturities, sales of securities and borrowings, as well as capital gains realized upon the sale of portfolio investments. We use cash primarily to make additional investments, either in new companies or as follow-on investments in the existing portfolio companies and to pay the dividends to our stockholders.

 

Because of the nature and size of the portfolio investments, we may periodically borrow funds to make qualifying investments to maintain our tax status as a RIC. We often borrow such funds by utilizing a margin account with a securities brokerage firm. There is no assurance that such arrangement will be available in the future. If the Fund is we are unable to borrow funds to make qualifying investments, it Equus may no longer qualify as a RIC. The Fund would then be subject to corporate income tax on its net investment income and realized capital gains, and distributions to stockholders would be subject to income tax as ordinary dividends.

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The Fund has the ability to borrow funds and issue forms of senior securities representing indebtedness or stock, such as preferred stock, subject to certain restrictions. Net taxable investment income and net taxable realized gains from the sales of portfolio investments are intended to be distributed at least annually, to the extent such amounts are not reserved for payment of expenses and contingencies or to make follow-on or new investments.

 

The Fund reservesWe reserve the right to retain net long-term capital gains in excess of net short-term capital losses for reinvestment or to pay contingencies and expenses. Such retained amounts, if any, will be taxable to the Fund as long-term capital gains and stockholders will be able to claim their proportionate share of the federal income taxes paid on such gains as a credit against their own federal income tax liabilities. Stockholders will also be entitled to increase the adjusted tax basis of their Fund shares by the difference between their undistributed capital gains and their tax credit.

 

We are evaluating the impact of current market conditions on our portfolio company valuations and their ability to provide current income. We believe we have followed valuation techniques in a reasonably consistent manner; however, we are cognizant of current market conditions that might affect future valuations of portfolio securities. In view of our present status as a BDC and our anticipated transformation into an operating company, we believe that our operating cash flow and cash on hand will be sufficient to meet operating requirements and to finance routine capital expenditures through the next twelve months.

 

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Results of Operations

 

Investment Income and Expense

 

Net investment loss was $0.4relatively unchanged at $0.9 million and $0.8 million for the three months ended September 30, 20172022 and $0.6 million for the three months ended September 30, 2016,2021, respectively and $3.3. Net investment loss was $2.6 million and $1.8$2.5 million for the nine months ended September 30, 20172022, and September 30, 2016,2021, respectively. The increase in net investment loss generated at

Compensation expense was $0.5 million and $0.3 million for the three months ended September 30,2022 and September 30, 2017 compared to2021 respectively. Compensation expense was $1.1 million and $1.2 million for the nine months ended September 30, 2016 is due primarily to2022 and September 30, 2021, respectively, as a result of bonuses earned in connection with dispositions of certain of the equity incentive fee costs of $1.1 million, along with a $0.2 million increaseFund’s portfolio investments in professional fees and a $0.1 million increase in director fees and expenses for the period.2021.

 

Investment incomeProfessional liability expense was $0.1 million andrelatively unchanged at $0.2 million for the three months ended September 30, 20172022 and September 30, 2016 and $0.4 million and $0.62021, respectively. Professional liability expense was $0.5 million for the nine months ended September 30, 20172022 from $0.3 million for the nine months ended September 30, 2021, primarily due to overall increases in liability premiums.

General and administrative expenses were relatively unchanged at $0.03 million for the three months ended September 30, 2022 and September 30, 2016,2021, respectively and were $0.09 million for the nine months ended September 30, 2022 and September 30, 2021, respectively. The decrease is due to the decline of interest-bearing investments.

 

Realized Gains and Losses on Sales of Portfolio Securities

 

During the nine months ended September 30, 2017,2021, we realized a lossgain of $5.0 thousand$0.3 million from the adjustment of the escrow receivable from the sale of temporary cash investments.

During the nine months ended September 30, 2016, we realized a loss of $9.0 thousand from the sale of temporary cash investments.PalletOne, Inc.

 

Changes in Unrealized Appreciation/Depreciation of Portfolio Securities

 

During the nine months ended September 30, 2017,2022, with respect to our holding in Equus Energy, LLC, we recorded an increase in the fair value of $2.5 million, resulting in a net change in unrealized appreciation of $1.4 million, to a net unrealized appreciation of $11.7$7.5 million. Such change in unrealized appreciation resulted primarily from the following changes:

(i)

Increase in the fair value of our shareholding in MVC of $0.7 million due to the receipt of a dividend payment in the form of additional shares of MVC, along with an increase in the share price of MVC during the nine months ended September 30, 2017;

(ii)

Increase in fair value of our shareholding in PalletOne, Inc. of $0.5 million due to an overall improvement in comparable industry sectors, as well as continued revenue increases and promising acquisition and growth prospects;

(iii)

Increase in the fair value of our holdings in Equus Energy, LLC of $0.2 million,fair value was principally due to increases in mineral acreage prices proximate to the company’s leasehold interests and a moderate increase in the short- and a substantial increase in short-and long-term prices for crude oil and natural gas.

 

During the nine months ended September 30, 2016,2021, with respect to our holding in Equus Energy, LLC, we recorded an increase in the fair value of $5.9$5.0 million and an increase in our cost basis of $0.35 million, resulting in a net change in unrealized appreciation from $2.4 millionof $4.65 million. Such change in fair value was principally due to $8.3 million,increases in our portfolio securities. Suchmineral acreage prices and a substantial increase resulted primarily from the following changes:in short-and long-term prices for crude oil and natural gas. 

(i)Increase in the fair value of our shareholding in MVC of $0.4 million due to an increase in the MVC share price during the nine months ended September 30, 2016 and the receipt of dividend payments in the form of additional shares of MVC;

(ii)Increase in fair value of our shareholding in PalletOne, Inc. of $5.8 million due to continued strong revenue and earnings growth, and an overall improvement in comparable industry sectors;

(iii)Decrease in the fair value of our holdings in Equus Energy, LLC of $0.3 million, principally due to a combination of lower production without a corresponding increase in proved reserves and lower short- and long-term prices for crude oil and natural gas.

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Dividends

 

We will pay out net investment income and/or realized capital gains, if any, on an annual basis as required under the Investment Company Act of 1940.

 

Portfolio SecuritiesSubsequent Events

 

During the nine months ended September 30, 2017, we received full payment of our senior secured promissory note (“Note”) issued by Biogenic Reagents, LLC (“Biogenic”), in the amount of $2.4 million in cash, consisting of the original principal amount of the Note, together with approximately $0.4 million in interest as accrued thereon.

During the nine months ended September 30, 2017, we received dividends in the form of additional shares of $0.2 million relating to our shareholding in MVC. 

On August 8, 2017, we agreed to extend the maturity date of the $1.0 million promissory note issued to Equus by 5thElement Tracking, LLC to May 14, 2018 in exchange for $32,500, consisting of $12,500 in PIK interest and two cash payments of $10,000.

On January 29, 2016, we invested $2.0 million in Biogenic in the form of a senior secured promissory note originally maturing April 28, 2016 and subsequently extended to June 30, 2016, and bearing cash and PIK interest at the combined rate of 16% per annum. Biogenic is a developer and producer of high value carbon products from renewable biomass, headquartered in Minneapolis. The company has developed and commercialized a low-cost platform technology to make carbon products such as activated carbon for use in purification of air, water, food and pharmaceuticals and agricultural carbon to improve crop production.

On March 2, 2016, we extended the maturity of the 5THElement promissory note to July 1, 2016 and received fees in the form of a PIK and cash totaling $0.05 million. Effective June 30, 2016, we agreed to further extend the maturity of the note to October 31, 2016 in exchange for fees in the form of a PIK and cash totaling $0.05 million. On August 8, 2017, we agreed to further extend the maturity date of the note to May 14, 2018 in exchange for $32,500 consisting of $12,500 in PIK interest and two payments of $10,000 (seeSubsequent Eventsbelow).

On April 1, 2016, we received $40,000 in cash representing payment of accrued cash interest on our $2.0 million loan to Biogenic, made on January 29, 2016.

During the nine months ended September 30, 2016, we received dividends in the form of additional shares of $0.2 million relating to our shareholding in MVC. 

Subsequent Events

WeManagement performed an evaluation of the Fund’s activity through the date the financial statements were issued, noting the following subsequent event:events:

 

On October 2, 2017, we sold4, 2022, our holding in $4.0 million in U.S. Treasury Bills for $18.0 millionmatured and we repaid our margin loan.

As described more fully under Conversion to an Operating Company above, on November 3, 2022, holders of a majority of the outstanding common stock of the Fund approved our cessation as a BDC under the 1940 Act and authorized our Board to cause the Fund’s withdrawal of its election to be classified as a BDC, effective as of a date designated by the Board and our Chief Executive Officer, but no later than February 28, 2023.

 

Item 3. Quantitative and Qualitative Disclosure about Market Risk

 

We are subject to financial market risks, including changes in interest rates with respect to investments in debt securities and outstanding debt payable, as well as changes in marketable equity security prices. In the future, we may invest in companies outside the United States, including in Europe and Asia, which would give rise to exposure to foreign currency value fluctuations. We do not use derivative financial instruments to mitigate any of these risks. The return on investments is generally not affected by foreign currency fluctuations.

 

Our investments in portfolio securities consist of some fixed-rate debt securities. Since the debt securities are generally priced at a fixed rate, changes in interest rates do not directly affect interest income. In addition, changes in market interest rates are not typically a significant factor in the determination of fair value of these debt securities, since the securities are generally held to maturity. We determine their fair values based on the terms of the relevant debt security and the financial condition of the issuer.

 

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A major portion of our investment portfolio consists of debt and equity investments in private companies. Modest changes in public market equity prices generally do not significantly impact the estimated fair value of these investments. However, significant changes in market equity prices can have a longer-term effect on valuations of private companies, which could affect the carrying value and the amount and timing of gains or losses realized on these investments. A small portion of the investment portfolio could also consist of common stock in publicly traded companies. These investments are directly exposed to equity price risk, in that a hypothetical ten percent change in these equity prices would result in a similar percentage change in the fair value of these securities.

We are classified as a “non-diversified” investment company under the 1940 Act, which means we are not limited in the proportion of our assets that may be invested in the securities of a single user. The value of one segment called “Shipping products and services” includes one portfolio company, PalletOne, Inc., and was 39.8% of the net asset value and 57.0% of our investments in portfolio company securities (at fair value) as of September 30, 2017. Changes in business or industry trends or in the financial condition, results of operations, or the market’s assessment of any single portfolio company will affect the net asset value and the market price of our common stock to a greater extent than would be the case if we were a “diversified” company holding numerous investments.

 

Item 4. Controls and Procedures

 

We maintain disclosure controls and other procedures that are designed to ensure that information required to be disclosed by the Fund in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

 

Our management, with the participation of our Fund’s Chief Executive Officer and Chief Financial Officer, have evaluated the effectiveness of the design and operations of the Fund’s “disclosure controls and procedures” (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934) as of September 30, 2017.2022. Based on their evaluation, our Chief Executive Officer and Chief Financial Officer concluded that the Fund’s disclosure controls and procedures were effective at a reasonable assurance level. There has been no change in our internal control over financial reporting during the quarter ended September 30, 2017,2022, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

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Part II. Other Information

 

Item 1. Legal Proceedings 

Shareholder Complaint—On November 16, 2016, Samuel Zalmanoff filed a lawsuit against the Fund and members of the Board of Directors in the Court of Chancery in the State of Delaware. The lawsuit was filed in connection with the Fund’s 2016 Equity Incentive Plan (“Incentive Plan”) which was adopted by the Board of Directors on April 15, 2016, approved by the Equus shareholders on June 13, 2016, and approved, with certain standard exceptions, by the Securities and Exchange Commission on January 10, 2017. Mr. Zalmanoff’s complaint, which purports to be on behalf of all non-affiliate Equus shareholders entitled to vote for the Incentive Plan, alleges a breach by the Board of Directors of its fiduciary duties of disclosure in connection with the Incentive Plan, and seeks an order from the court: (i) enjoining implementation of the Incentive Plan, (ii) requiring the Fund to revise its disclosures relating to the Incentive Plan, and (iii) for an award of costs, attorneys’ fees, and expenses. We believe that this lawsuit, and the claims included therein, is without merit and intend to continue a vigorous defense of the same. On September 22, 2017, we filed a motion for summary judgment regarding this action. The plaintiff has not yet filed an opposition to our motion and a hearing on the motion has not been set by the court.

From time to time, the Fund is also a party to certain proceedings incidental to the normal course of our business including the enforcement of our rights under contracts with our portfolio companies. While the outcome of these legal proceedings cannot at this time be predicted with certainty, we do not expect that these proceedings will have a material effect upon the Fund’s financial condition or results of operations.

37

 

Item 1A. Risk Factors

 

In connection with our efforts to convert Equus into an operating company in furtherance of our Plan of Reorganization,plan to convert the Fund into an operating company, we may be subject to a number of risks associated with this process, the transactions that would embody a Consolidationconsolidation of Equus with another company, as well as specific risks associated with the commercial enterprise with which Equus wouldmay seek to combine itself. We intend to identify, as will be reasonably possible, such risks and include the same in our subsequent filings and reports with the Commission.SEC.

 

Readers should carefully consider these risks and all other information contained in our annual report on Form 10-K (“10-K”) for the year ended December 31, 2016,2021, including the Fund’s financial statements and the related notes thereto. The risks and uncertainties described thereinin our 10-K and throughout this 10-Q are not the only ones facing the Fund.

 

Additional risks and uncertainties not presently known to the Fund,us, or not presently deemed material by the Fund,us, may also impair itsour operations and performance.

 

 

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Item 6. Exhibits

        3.       Articles of Incorporation or Bylaws

3.Articles of Incorporation and by-laws
 (a)

Restated Certificate of Incorporation of the Fund, as amended.Fund. [Incorporated by reference to Exhibit 3(a) to Registrant’s AnnualCurrent Report on Form 10-K for the year ended December 31, 2007]

8-K filed on January 21, 2021]

 

 (b)

Certificate of Merger, dated June 30, 1993, between the Fund and Equus Investments Incorporated [Incorporated by reference to Exhibit 3(c)3(b) to Registrant’s Annual Report on Formform 10-K for the year ended December 31, 2007]

 

 (c)

Amended and Restated Bylaws of the Fund.Fund [Incorporated by reference to Exhibit 3(b)3(c) to Registrant’s Current Report on Form 8-K filed on June 30, 2014.] 

2014]
10.Material Contracts.

10.       Material Contracts

 (a)

Safekeeping Agreement between the Fund and Amegy Bank, dated August 16, 2008. [Incorporated by reference to Exhibit 10(c) to Registrant’s Annual Report on Form 10-K for the year ended December 31, 2008.]

2008]

 

 (b)

Form of Indemnification Agreement between the Fund and its directors and certain officers. [Incorporated by reference to Exhibit 10(d) to Registrant’s Annual Report on Form 10-K for the year ended December 31, 2011.]

2011]

 

 (c)

Form of Release Agreement between the Fund and certain of its officers and former officers. [Incorporated by reference to Exhibit 10(h) to Registrant’s Annual Report on Form 10-K for the year ended December 31, 2004.]

(d)

Code of Ethics of the Fund (Rule 17j-1). [Incorporated by reference to Exhibit 10(f) to Registrant’s Annual Report on Form 10-K for the year ended December 31, 2009.]

2009]

 

 (e)(d)

Share Exchange Agreement between the Fund and MVC Capital, Inc., dated May 14, 2014. [Incorporated by reference to Exhibit 10.1 to Current Report on Form 8-K, filed on May 15, 2014.]

(f)2016 Equity Incentive Plan, adopted June 13, 20162016. [Incorporated by reference to Exhibit 1 to Registrant’s Definitive Proxy Statement filed on May 5, 2016.]2016]
31.

31.       Rule 13a-14(a)/15d-14(a) Certifications

 1.

Certification by Chief Executive OfficerOfficer*

 

2.

Certification by Chief Financial Officer

32.

Section 1350 Certifications 

1.

Certification by Chief Executive Officer

 2.Certification by Chief Financial OfficerOfficer*

32.       Rule 1350 Certifications

 1.Certification by Chief Executive Officer*

 

2.Certification by Chief Financial Officer*

* Filed herewith

 

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SIGNATURE

 

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has caused this report to be signed by the undersigned, thereunto duly authorized.

 

Date:

Dated: November 14 , 201710, 2022

 

EQUUS TOTAL RETURN, INC.
 
/s/ John A. Hardy
John A. Hardy
Chief Executive Officer



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