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, 20182019

 

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 every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). 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, 201813, 2019.

   
Table of Contents 

 

EQUUS TOTAL RETURN, INC.

(A Delaware Corporation)

 

INDEX

 

 PAGE
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
NotesNotes to Condensed Financial Statements12
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations2827
ItemItem 3. Quantitative and Qualitative Disclosure about Market Risk3332
Item 4.Controls and Procedures3332
PART II. OTHER INFORMATION
Item 1.Legal Proceedings3433
Item 1A.Risk Factors3433
Item 6. Exhibits3534
SIGNATURE3635
  

 

 

 

 

 

 

 

 

 2 
Table of Contents 

 

EQUUS TOTAL RETURN, INC.

CONDENSEDBALANCE SHEETS

(Unaudited)

Part I. Financial Information

Item 1. Unaudited Condensed Financial Statements

 

  

September 30,

2018

 

December 31,

2017

(in thousands, except per share amounts)    
Assets        
Investments in portfolio securities at fair value:        
     Control investments (cost at $10,050) $10,711  $8,212 
     Affiliate investments (cost at $350)  20,500   16,686 
     Non-affiliate investments - related party (cost at $6,501 and $6,276, respectively)  5,004   5,240 
     Non-affiliate investments (cost at $977)  977   977 
        Total investments in portfolio securities at fair value  37,192   31,115 
Temporary cash investments  16,995   17,998 
Cash and cash equivalents  8,206   10,795 
Restricted cash  170   180 
Accounts receivable from affiliates  561   586 
Accrued interest receivable  489   420 
Other assets  174   110 
          Total assets  63,787   61,204 
Liabilities and net assets        
     Accounts payable  114   122 
     Accounts payable to related parties  107   77 
     Borrowing under margin account  16,995   17,998 
          Total liabilities  17,216   18,197 
         
Commitments and contingencies (see Note 2)        
         
Net assets $46,571  $43,007 
         
Net assets consist of:        
     Common stock, par value $13  $13 
     Capital in excess of par value  55,661   55,304 
     Undistributed net investment losses  (28,421)  (25,772)
     Undistributed net capital gains  4   —   
     Unrealized appreciation of portfolio securities, net  20,811   14,498 
     Unrealized depreciation of portfolio securities, net - related party  (1,497)  (1,036)
          Total net assets $46,571  $43,007 
Shares of common stock issued and outstanding, $.001 par value, 50,000 shares authorized  13,518   13,518 
Shares of preferred stock issued and outstanding, $.001 par value, 5,000 shares authorized  —     —   
Net asset value per share $3.45  $3.18 

     
  September 30, 2019 December 31, 2018
(in thousands, except per share amounts)        
Assets        
Investments in portfolio securities at fair value:        
     Control investments (cost at $7,050 and $10,050, respectively) $10,500  $9,210 
     Affiliate investments (cost at $350)  26,500   20,500 
     Non-affiliate investments - related party (cost at $6,819 and $6,579, respectively)  4,927   4,328 
     Non-affiliate investments (cost at $977)  977   977 
        Total investments in portfolio securities at fair value  42,904   35,015 
Temporary cash investments  26,991   26,981 
Cash and cash equivalents  4,783   7,425 
Restricted cash  270   270 
Accounts receivable from affiliates  561   561 
Accrued interest and dividend receivable  489   568 
Other assets  202   121 
          Total assets  76,200   70,941 
Liabilities and net assets        
     Accounts payable  126   196 
     Accounts payable to related parties  59   269 
     Borrowing under margin account  26,991   26,981 
          Total liabilities  27,176   27,446 
         
Commitments and contingencies (see Note 2)        
         
Net assets $49,024  $43,495 
         
Net assets consist of:        
     Common stock, par value $13  $13 
     Capital in excess of par value  55,981   55,741 
     Undistributed net investment losses  (31,940)  (29,327)
     Undistributed net capital (losses) gains  (2,738)  9 
     Unrealized appreciation of portfolio securities, net  29,600   19,310 
     Unrealized depreciation of portfolio securities, net - related party  (1,892)  (2,251)
          Total net assets $49,024  $43,495 
Shares of common stock issued and outstanding, $.001 par value, 50,000 shares authorized  13,518   13,518 
Shares of preferred stock issued and outstanding, $.001 par value, 5,000 shares authorized  —     —   
Net asset value per share $3.63  $3.22 

 

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

 

 3 

 

EQUUS TOTAL RETURN, INC.

CONDENSED STATEMENTS OF OPERATIONS

(Unaudited) 

 

 

Three Months ended

September 30,

 

Nine Months Ended

September 30,

 Three Months Ended September 30, Nine Months Ended September 30,
(in thousands, except per share amounts) 2018 2017 2018 2017 2019 2018 2019 2018
Investment income:                                
Interest and dividend income:                                
Non-affiliate investments - related party $76  $65  $225  $192  $81  $76  $161  $225 
Non-affiliate investments  —     45   69   240   —     —     —     69 
Total interest and dividend income  76   110   294   432   81   76   161   294 
Interest from temporary cash investments  9   2   21   7   9   9   35   21 
Total investment income  85   112   315   439   90   85   196   315 
                                
Expenses:                                
Transaction costs  —     (204)  —     2,501 
Compensation expense  365   292   1,263   1,899   464   365   1,243   1,263 
Professional fees  206   314   1,011   977   193   206   764   1,011 
Director fees and expenses  75   46   271   453   79   75   281   271 
General and administrative expense  126   81   300   263 
General and administrative expenses  139   126   358   300 
Mailing, printing and other expenses  31   17   98   77   34   31   129   98 
Taxes  5   4   26   17 
Interest expense  —     4   4   13   2   —     8   4 
Taxes  4   4   17   10 
Total expenses  807   554   2,964   6,193   916   807   2,809   2,964 
Merger termination fee (see note 6)  —     —     —     (2,500)
Total net expenses  807   554   2,964   3,693 
                
                                
Net investment loss  (722)  (442)  (2,649)  (3,254)  (826)  (722)  (2,613)  (2,649)
                                
Net realized gain (loss):                
Net realized (loss) gain:                
Affiliate investments  —     —     (2,790)  —   
Temporary cash investments  3   (1)  4   (5)  10   3   43   4 
Net realized gain (loss)  3   (1)  4   (5)
Net realized (loss) gain  10   3   (2,747)  4 
                                
Net unrealized appreciation of portfolio securities:                                
End of period  20,811   12,998   20,811   12,998   29,600   20,811   29,600   20,811 
Beginning of period  17,812   12,749   14,498   12,262   27,600   17,812   19,310   14,498 
Net change in net unrealized appreciation of portfolio securities  2,999   249   6,313   736   2,000   2,999   10,290   6,313 
                                
Net unrealized depreciation of portfolio securities - related party:                                
End of period  (1,497)  (1,304)  (1,497)  (1,304)  (1,892)  (1,497)  (1,892)  (1,497)
Beginning of period  (1,575)  (1,375)  (1,036)  (1,990)  (1,719)  (1,575)  (2,251)  (1,036)
Net change in net unrealized depreciation of portfolio securities - related party  78   71   (461)  686   (173)  78   359   (461)
                                
Net increase (decrease) in net assets resulting from operations $2,358  $(123) $3,207  $(1,837)
Net increase in net assets resulting from operations $1,011  $2,358  $5,289  $3,207 
                                
Net increase (decrease) in net assets resulting from operations per share:                
Net increase in net assets resulting from operations per share:                
Basic and diluted $0.17  $(0.01) $0.24  $(0.14) $0.07  $0.17  $0.39  $0.24 
Weighted average shares outstanding:                                
Basic and diluted  13,518   13,518   13,518   13,286   13,518   13,518   13,518   13,518 

 

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

 4 

 

EQUUS TOTAL RETURN, INC.

CONDENSED STATEMENTS OF CHANGES IN NET ASSETS

(Unaudited)

 

 Common Stock             Common Stock            
(in thousands) Number of Shares Par Value Capital in Excess of Par Value Undistributed Net Investment Losses Undistributed Net Capital Gains Unrealized Appreciation of Portfolio Securities, net Unrealized Depreciation of Portfolio Securities - Related Party Total Net Assets Number of Shares Par Value Capital in Excess of Par Value Undistributed Net Investment Losses Undistributed Net Capital (Losses) Gains Unrealized Appreciation of Portfolio Securities, net Unrealized Depreciation of Portfolio Securities - Related Party Total Net Assets
Balances at December 31, 2017  13,518  $13  $55,304  $(25,772) $—    $14,498  $(1,036) $43,007 
Balances at January 1, 2018 13,518  $13  $55,304  $(25,772) $—    $14,498  $(1,036) $43,007 
                                                                
Share-based incentive compensation  —     —     357   —     —     —     —     357   —     —     197   —     —     —     —     197 
                                                                
Net (decrease) increase in net assets resulting from operations  —     —     —     (2,649)  4   6,313   (461)  3,207   —     —     —     (991)  2   1,364   (319)  56 
                                                                
Balances at March 31, 2018  13,518  $13  $55,501  $(26,763) $2  $15,862  $(1,355) $43,260 
                                
Share-based incentive compensation  —     —     —     —     —     —     —     —   
                                
Net increase (decrease) in net assets resulting from operations  —     —     79   (936)  (1)  1,950   (220)  872 
`                                
Balances at June 30, 2018  13,518  $13  $55,580  $(27,699) $1  $17,812  $(1,575) $44,132 
                                
Share-based incentive compensation  —     —     81   —     —     —     —     81 
                                
Net increase (decrease) in net assets resulting from operations  —     —     —     (722)  3   2,999   78   2,358 
`                                
Balances at September 30, 2018  13,518  $13  $55,661  $(28,421) $4  $20,811  $(1,497) $46,571   13,518  $13  $55,661  $(28,421) $4  $20,811  $(1,497) $46,571 
                                
                                
Balances at January 1, 2019  13,518  $13  $55,741  $(29,327) $9  $19,310  $(2,251) $43,495 
                                
Share-based incentive compensation  —     —     80   —     —     —     —     80 
                                
Net increase (decrease) in net assets resulting from operations  —     —     —     (990)  10   3,501   456   2,977 
`                                
Balances at March 31, 2019  13,518  $13  $55,821  $(30,317) $19  $22,811  $(1,795) $46,552 
                                
Share-based incentive compensation  —     —     80   —     —     —     —     80 
                                
Net increase (decrease) in net assets resulting from operations  —     —     —     (797)  (2,767)  4,789   76   1,301 
`                                
Balances at June 30, 2019  13,518  $13  $55,901  $(31,114) $(2,748) $27,600  $(1,719) $47,933 
                                
Share-based incentive compensation  —     —     80   —     —     —     —     80 
                                
Net increase (decrease) in net assets resulting from operations  —     —     —     (826)  10   2,000   (173)  1,011 
                                
Balances at September 30, 2019  13,518  $13  $55,981  $(31,940) $(2,738) $29,600  $(1,892) $49,024 

 

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

 

5

EQUUS TOTAL RETURN, INC.

CONDENSED STATEMENTS OF CASH FLOWS

(Unaudited)

   
  Nine Months Ended September 30,
(in thousands) 2019 2018
Reconciliation of increase in net assets resulting from operations to net cash    
      used in operating activities:        
Net increase in net assets resulting from operations $5,289  $3,207 
Adjustments to reconcile net increase in net assets resulting from operations to net cash used in operating activities:        
     Net realized loss (gain)  2,747   (4)
     Net change in unrealized appreciation of portfolio securities  (10,290)  (6,313)
     Net change in unrealized depreciation of portfolio securities - related party  (359)  461 
     Share-based incentive compensation  240   357 
     Dissolution of portfolio securities  211   —   
Changes in operating assets and liabilities:        
     Purchases of temporary cash investments, net  32   1,007 
     Accounts receivable from affiliates  —     25 
     Accrued interest and dividend receivable  (161)  (294)
     Other assets  (81)  (64)
     Accounts payable and accrued liabilities  (70)  (8)
     Accounts payable to related parties  (210)  30 
Net cash used in operating activities  (2,652)  (1,596)
Cash flows from financing activities:        
     Borrowings under margin account  80,958   47,985 
     Repayments under margin account  (80,948)  (48,988)
Net cash provided by (used in) financing activities  10   (1,003)
Net decrease in cash and cash equivalents  (2,642)  (2,599)
Cash and cash equivalents and restricted cash at beginning of period  7,695   10,975 
         
Cash and cash equivalents and restricted cash at end of period $5,053  $8,376 
Non-cash operating and financing activities:        
     Accrued interest or dividends exchanged for portfolio securities - related party $240  $225 
         
Supplemental disclosure of cash flow information:        
     Interest paid $8  $4 
     Income taxes paid $26  $13 

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

 

 

 

 56 

 

EQUUS TOTAL RETURN, INC.

STATEMENTS OF CASH FLOWSSUPPLEMENTAL INFORMATION—SELECTED PER SHARE DATA AND RATIOS

(Unaudited)

 

  Nine Months Ended September 30,
(in thousands) 2018 2017
Reconciliation of increase (decrease) in net assets resulting from operations to net cash        
      provided by (used in) operating activities:        
Net increase (decrease) in net assets resulting from operations $3,207  $(1,837)
Adjustments to reconcile net increase (decrease) in net assets resulting from operations to net cash used in operating activities:        
     Net realized (gain) loss  (4)  5 
     Net change in unrealized appreciation of portfolio securities  (6,313)  (736)
     Net change in unrealized depreciation of portfolio securities - related party  461   (686)
     Share-based incentive compensation  357   1,096 
Changes in operating assets and liabilities:        
     Net proceeds from dispositions of portfolio securities  —     2,013 
     Purchases of (proceeds from) temporary cash investments, net  1,007   11,998 
     Decrease in accounts receivable-due from affiliates  25   25 
     (Increase) in accrued interest receivable  (294)  (37)
     Increase in other assets  (64)  (68)
     Decrease in accounts payable and accrued liabilities  (8)  658 
     Increase (decrease) in accounts payable to related parties  30   (120)
Net cash provided by (used in) operating activities $(1,596)  12,311 
Cash flows from financing activities:        
     Borrowings under margin account  47,985   87,944 
     Repayments under margin account  (48,988)  (99,946)
Net cash provided by financing activities  (1,003)  (12,002)
Net (decrease) in cash and cash equivalents  (2,599)  309 
Cash, cash equivalents and restricted cash at beginning of period  10,975   12,261 
Cash, cash equivalents and restricted cash at end of period $8,376  $12,570 
Non-cash operating and financing activities:        
     Accrued interest exchanged for portfolio securities $—    $12 
     Dividends exchanged for portfolio securities - related party $225  $192 
Supplemental disclosure of cash flow information:        
     Interest paid $4  $10 
     Income taxes paid $13  $21 
     
  Nine Months Ended September 30,
  2019 2018
     
Investment income $0.01  $0.02 
Expenses  0.21   0.22 
         
Net investment loss  (0.20)  (0.20)
         
Net realized loss  (0.20)  —   
Net change in unrealized appreciation  0.76   0.47 
Net change in unrealized depreciation - related party  0.03   (0.03)
Net increase in net assets  0.39   0.24 
Capital transactions:        
  Share-based incentive compensation  0.02   0.03 
  Dilutive effect of shares issued  —     —   
Increase in net assets resulting from capital transactions  0.02   0.03 
Net increase in net assets  0.41   0.27 
Net assets at beginning of period  3.22   3.18 
Net assets at end of period, basic and diluted $3.63  $3.45 
Weighted average number of shares outstanding during period,        
     in thousands  13,518   13,518 
Market price per share:        
      Beginning of period $1.96  $2.40 
      End of period $1.61  $2.36 
Selected information and ratios:        
      Ratio of expenses to average net assets  6.07%  6.62%
      Ratio of net investment loss to average net assets  (5.65%)  (5.92%)
Ratio of net increase in net assets resulting from operations to average net assets  11.43%  7.16%
      Total return on market price(1)  (17.86%)  (1.67%)

 

(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.

 

 

 

 

6

 

EQUUS TOTAL RETURN, INC.

SUPPLEMENTAL INFORMATION—SELECTED PER SHARE DATA AND RATIOS

(Unaudited)

  Nine months ended September 30,
  2018 2017
     
Investment income $0.02  $0.03 
Expenses  0.22   0.28 
         
Net investment loss  (0.20)  (0.25)
         
Net change in unrealized appreciation  0.47   0.06 
Net change in unrealized depreciation - related party  (0.03)  0.05 
Net increase (decrease) in net assets  0.24   (0.14)
Capital transactions:        
  Share-based incentive compensation  0.03   0.08 
  Dilutive effect of shares issued  —     (0.20)
Increase (decrease) in net assets resulting from capital transactions  0.03   (0.12)
Net (decrease) increase in net assets  0.27   (0.26)
Net assets at beginning of period  3.18   3.37 
Net assets at end of period, basic and diluted $3.45  $3.11 
Weighted average number of shares outstanding during period,        
     in thousands  13,518   13,286 
Market price per share:        
      Beginning of period $2.40  $2.01 
      End of period $2.36  $2.43 
Selected information and ratios:        
      Ratio of expenses to average net assets  6.62%  14.62%
      Ratio of net investment loss to average net assets  (5.92%)  (7.68%)
Ratio of net increase (decrease) in net assets resulting from operations to average net assets  7.16%  (4.34%)
      Total return on market price(1)  (1.67%)  20.90%

(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.

 

 

 7 

 

EQUUS TOTAL RETURN, INC.

SCHEDULE OF INVESTMENTS

SEPTEMBER 30, 20182019

(Unaudited)

(in thousands, except share data)

 

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

Equus Energy, LLC

Houston, TX

 Energy  December 2011 Member interest (100%)   $7,050 $   10,500 Energy  December 2011  Member interest (100%)   $ 7,050  $10,500

Equus Media Development Company, LLC

Houston, TX

 Media  January 2007 Member interest (100%)      3,000      211
Total Control Investments: Majority-owned (represents 19.8% of total investments at fair value)  $  10,050 $  10,711

 
Total Control Investments: Majority-owned (represents 16.2% of total investments at fair value)Total Control Investments: Majority-owned (represents 16.2% of total investments at fair value)  $7,050  $10,500
Affiliate Investments(4):                

PalletOne, Inc.

Bartow, FL

 Shipping products and services  October 2001 350,000 shares of common stock (18.7%)   $   350 $   20,500 Shipping products and services  October 2001  350,000 shares of common stock (18.7%)   $350  $26,500
Total Affiliate Investments (represents 37.8% of total investments at fair value)  $  350 $   20,500
Total Affiliate Investments (represents 34.1% of total investments at fair value)Total Affiliate Investments (represents 34.1% of total investments at fair value)  $350  $26,500
Non-Affiliate Investments - Related Party (less than 5% owned):Non-Affiliate Investments - Related Party (less than 5% owned):      Non-Affiliate Investments - Related Party (less than 5% owned):      

MVC Capital, Inc.

Purchase, NY

Financial servicesMay 2014518,592 shares of common stock (1.7%)  $   6,501 $    5,004Financial servicesMay 2014553,557 shares of common stock (1.7%)  $6,819  $4,927
Total Non-Affiliate Investments - Related Party (represents 9.2% of total investments at fair value)  $   6,501 $  5,004
Total Non-Affiliate Investments - Related Party (represents 7.1% of total investments at fair value)Total Non-Affiliate Investments - Related Party (represents 7.1% of total investments at fair value) $6,819   4,927
Non-Affiliate Investments (less than 5% owned):Non-Affiliate Investments (less than 5% owned):      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 $     977Business products and servicesJanuary 201514% promissory note due 5/18(2)$ 977  $ 977  $977
Total Non-Affiliate Investments (represents 1.8% of total investments at fair value)  $    977 $      977
Total Non-Affiliate Investments (represents 1.4% of total investments at fair value)Total Non-Affiliate Investments (represents 1.4% of total investments at fair value)  $977  $977
Total Investment in Portfolio Securities       17,878      37,192    $15,196  $42,904
Temporary Cash Investments                
U.S. Treasury BillGovernmentSeptember 2018UST 0% 10/18  $   16,995 $     16,995 $    16,995GovernmentSeptember 2019UST 0% 10/19$26,991  $26,991  $26,991
Total Temporary Cash Investments (represents 31.4% of total investments at fair value)  $   16,995 $   16,995
Total Temporary Cash Investments (represents 38.6% of total investments at fair value)Total Temporary Cash Investments (represents 38.6% of total investments at fair value)  $26,991  $26,991
Total Investments    $     34,873 $     54,187    $42,187  $69,895

 

(1)See Note 3 to the financial statements, Valuation of Investments.
(2)Non-income-producing. See Notesnotes 5 and 9 to the financial statements.
(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.

 

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

 

 

 8 

 

EQUUS TOTAL RETURN, INC.

SCHEDULE OF INVESTMENTS – (Continued)

SEPTEMBER 30, 20182019

(Unaudited)

 

Except for our holding of shares of MVC Capital, Inc. (“MVC”), all of our 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 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, 2018,2019, we held 86.5%88.5% of our assets at fair value in securities of portfolio companies that constituted qualifying investments under the 1940 Act. As of September 30, 2018,2019, except for our shares of MVC, all of our investments are in enterprises that are considered eligible portfolio companies under the 1940 Act. We provide significant managerial assistance to portfolio companies that comprise 83.9%86.2% of the total value of the investments in portfolio securities as of September 30, 2018.2019.

 

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.issuer. The value of one segment called “Shipping products and services” includes one portfolio company and was 44.0%54.1% of our net asset value, 32.1%31.8% of our total assets and 55.1%61.8% of our investments in portfolio company securities (at fair value) as of September 30, 2018.2019. The value of one segment called “Energy” includes one portfolio company and was 22.5%21.4% of our net asset value, 16.5%13.8% of our total assets and 28.2%24.5% of our investments in portfolio company securities (at fair value) as of September 30, 2018.2019. 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, 20182019 (in thousands):

 

Type of Securities Cost Fair Value 

Fair Value as

Percentage of

Net Assets

 Cost Fair Value Fair Value as Percentage ofNet Assets
      
Common stock $6,851  $25,504   54.8% $7,169  $31,427   64.1%
Limited liability company investments  10,050   10,711   23.0%  7,050   10,500   21.4%
Secured and subordinated debt  977   977   2.1%  977   977   2.0%
                        
Total $17,878  $37,192   79.9% $15,196  $42,904   87.5%

 

The following is a summary by industry of the Fund’s investments in portfolio securities as of September 30, 20182019 (in thousands):

 

Industry Fair Value 

Fair Value as

Percentage of

Net Assets

 Fair Value Fair Value as Percentage ofNet Assets
Shipping products and services $20,500   44.0%  26,500   54.1%
Energy  10,500   22.5%  10,500   21.4%
Financial services  5,004   10.7%  4,927   10.0%
Business products and services  977   2.1%  977   2.0%
Media  211   0.6%
Total $37,192   79.9% $42,904   87.5%

 

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

 9 

 

EQUUS TOTAL RETURN, INC.

SCHEDULE OF INVESTMENTS

DECEMBER 31, 2017

(Unaudited)2018

(in thousands, except share data)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  $      8,000

Equus Media Development Company, LLC

Houston, TX

 Media  January 2007 Member interest (100%)           3,000          211
Total Control Investments: Majority-owned (represents 16.7% of total investments at fair value)  $  10,050  $         8,211
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 34.0% 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 2014496,208 shares of common stock (1.7%)  $        6,276  $        5,240
Total Non-Affiliate Investments - Related Party (represents 10.7% of total investments at fair value)  $   6,276  $       5,240
Non-Affiliate Investments (less than 5% owned):      

5TH Element Tracking, LLC

Boston, MA

Business products and servicesJanuary 201514% promissory note due 3/18(2)  $  977  $     977  $        977
Total Non-Affiliate Investments (represents 2.0% of total investments at fair value)  $     977  $        977
Total Investment in Portfolio Securities     $ 17,653  $    31,114
Temporary Cash Investments         
U.S. Treasury BillGovernmentSeptemberUST 0% 1/18  $  17,998  $    17,998  $  17,998
Total Temporary Cash Investments (represents 36.6% of total investments at fair value)  $ 17,998  $    17,998
Total Investments     $ 35,651  $   49,112

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  $   9,000

Equus Media Development Company, LLC

Houston, TX

 Media  January 2007  Member interest (100%)         3,000        210
Total Control Investments: Majority-owned (represents 14.9% of total investments at fair value)  $   10,050  $     9,210
Affiliate Investments(4):         

PalletOne, Inc.

Bartow, FL

 Shipping products and services  October 2001  350,000 shares of common stock (18.7%)   $     350  $    20,500
Total Affiliate Investments (represents 33.1% of total investments at fair value)  $   350  $   20,500
Non-Affiliate Investments - Related Party (less than 5% owned):      

MVC Capital, Inc.

Purchase, NY

Financial servicesMay 2014527,138 shares of common stock (1.7%)  $  6,579  $   4,328
Total Non-Affiliate Investments - Related Party (represents 7.0% of total investments at fair value)  $   6,579  $   4,328
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 1.5% of total investments at fair value)  $       977  $        977
Total Investment in Portfolio Securities     $   17,956  $     35,015
Temporary Cash Investments         
U.S. Treasury BillGovernmentDecember 2018UST 0% 1/19       26,981  $    26,981  $      26,981
Total Temporary Cash Investments (represents 43.5% of total investments at fair value)  $    26,981  $      26,981
Total Investments     $    44,937  $      61,996

 

(1)See Note 3 to the financial statements, Valuation of Investments.
(2)Income-producing.(2)Non-income-producing. See notes 5 and 9 to the financial statements.
(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.

 

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

 

 10 

 

EQUUS TOTAL RETURN, INC.

SCHEDULE OF INVESTMENTS – (Continued)

DECEMBER 31, 20172018

(Unaudited)(in thousands, except share data)

 

Except for our holding of shares of MVC, substantially all of 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. 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 December 31, 2017,2018, we held 83.2%had invested 87.5% of our assets at fair value in securities of portfolio companies that constituted qualifying investments under the 1940 Act. As of December 31, 2017,2018, except for our shares of MVC, all of our investments are in enterprises that are considered eligible portfolio companies under the 1940 Act. We provide significant managerial assistance to portfolio companies that comprise 80.0%84.6% of the total value of the investments in portfolio securities as of December 31, 2017.2018.

 

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.issuer. The value of one segment called “Shipping products and services” includes one portfolio company and was 38.9%47.1% of our net asset value, 27.3%28.9% of our total assets and 53.6%58.5% of our investments in portfolio company securities (at fair value) as of December 31, 2017.2018. The value of one segment called “Energy” includes one portfolio company and was 18.6%20.7% of our net asset value, 13.1%12.7% of our total assets and 25.7% of our investments in portfolio company securities (at fair value) as of December 31, 2017.2018. 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, 20172018 (in thousands):

Type of Securities Cost Fair Value 

Fair Value as Percentage of

Net Assets

Common stock $6,626  $21,926   51.0%
Limited liability company investments  10,050   8,212   19.1%
Secured and subordinated debt  977   977   2.3%
Total $17,653  $31,115   72.4%

Type of Securities Cost Fair Value 

Fair Value as Percentage of

Net Assets

Common stock $6,929  $24,828   57.1%
Limited liability company investments  10,050   9,210   21.2%
Secured and subordinated debt  977   977   2.2%
Total $17,956  $35,015   80.5%

 

The following is a summary by industry of the Fund’s investments in portfolio securities as of December 31, 20172018 (in thousands):

Industry Fair Value 

Fair Value as Percentage of

Net Assets

Shipping products and services $16,686   38.9%
Energy  8,000   18.6%
Financial services  5,240   12.1%
Business products and services  977   2.3%
Media  212   0.5%
Total $31,115   72.4%

 

Industry Fair Value 

Fair Value as Percentage of

Net Assets

Shipping products and services  20,500   47.1%
Energy  9,000   20.7%
Financial services  4,328   9.9%
Business products and services  977   2.2%
Media  210   0.6%
Total $35,015   80.5%

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

 11 

EQUUS TOTAL RETURN, INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS

SEPTEMBER 30, 20182019

(Unaudited)

 

(1)Description of Business and Basis of Presentation

 

Description of Business—Equus Total Return, Inc. (“we,” “us,” “our,” “Equus” and the “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 Exchange under the symbol ‘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 will attempt to maximize the return to our 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 may include 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-term capital appreciation through the exercise and sale of warrants received in connection with the financing. We 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. 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-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.

 

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.

 

The results of operations for the three and nine months ended September 30, 20182019 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, 2017,2018, as filed with the Securities and Exchange Commission (“SEC”).

 12 

 

(2)Liquidity and Financing Arrangements

 

Liquidity—There are several factors that may materially affect our liquidity during the reasonably foreseeable future. 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 from the date of this filing, through the next twelve months.

 

Cash and Cash Equivalents—As of September 30, 2019, we had cash and cash equivalents of $4.8 million. We had $42.9 million of our net assets of $49.0 million invested in portfolio securities.

As of December 31, 2018, we had cash and cash equivalents of $8.2$7.4 million. We had $37.2$35.0 million of our net assets of $46.6$43.5 million invested in portfolio securities. securities

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

Restricted Cash and Temporary Cash InvestmentsAsof September 30, 2019, we had $17.2$27.3 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. Of this amount, $17.0$27.0 million was invested in U.S. Treasury bills and $0.2$0.3 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 matured on October 4, 20185, 2019 and we subsequently repaid this margin loan, plus interest. The margin interest was paid on November 5, 2018.

 

As of December 31, 2017,2018, we had cash and cash equivalents of $10.8 million. We had $31.1$27.3 million of our net assets of $43.0 million invested in portfolio securities. We also had $18.2 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, $18.0$27.0 million was invested in U.S. Treasury bills and $0.2$0.3 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 maturedwere sold on January 4, 20182, 2019 and we subsequently repaid this margin loan. The margin interest was paid on February 5, 2018.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, 2018,2019, we had no outstanding commitments to our portfolio company investments.

 

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 Reorganization below, our failure to continue to qualify as a RIC could be materially adverse to us and our stockholders.

 

As of September 30, 2018,2019, we borrowed $17.0$27.0 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 $17.2$27.3 million.

 

As of December 31, 2017,2018, we borrowed $18.0$27.0 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$27.3 million.

13

 

Certain Risks and Uncertainties—Market and economic volatility which has become endemic in the past few years 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 months of 2018,2019, the price of our common stock remained well below our net asset value, thereby making it undesirable to

13

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 Reorganization below. Although we cannot assure you that such initiatives will be sufficient, weWe believe we have sufficient liquidity to meet our operating requirements for the remainder of 20182019 and 12 months from the first nine monthsdate of 2019.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 summarized 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).

 

Investments are valued utilizing 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 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.

 

 14 

 

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.

 

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 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

15

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.

15

 

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 threenine months ended September 30, 20182019 and the year ended December 31, 2017.2018.

 

As of September September30, 2019, 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, 2019
(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 $10,500  $—    $—    $10,500 
Affiliate investments  26,500   —     —     26,500 
Non-affiliate investments - related party  4,927   4,927   —     —   
Non-affiliate investments  977   —     —     977 
Total investments  42,904   4,927   —     39,977 
        Temporary cash investments  26,991   26,991   —     —   
Total investments and temporary cash investments $69,895  $31,918  $—    $37,977 
                 

As of December 31, 2018, 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, 2018   Fair Value Measurements as of December 31, 2018
(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)

Assets                                
Investments:                                
Control investments $10,711  $—    $—    $10,711  $9,210  $—    $—    $9,210 
Affiliate investments  20,500   —     —     20,500   20,500   —     —     20,500 
Non-affiliate investments - related party  5,004   5,004   —     —     4,328   4,328   —     —   
Non-affiliate investments  977   —     —     977   977   —     —     977 
Total investments  37,192   5,004   —     32,188   35,015   4,328   —     30,687 
Temporary cash investments  16,995   16,995   —     —     26,981   26,981   —     —   
Total investments and temporary cash investments $54,187  $21,999  $—    $32,188  $61,996  $31,309  $—    $30,687 

 

As of December 31, 2017, 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, 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 $8,212  $—    $—    $8,212 
Affiliate investments  16,686   —     —     16,686 
Non-affiliate investments - related party  5,240   5,240   —     —   
Non-affiliate investments  977   —     —     977 
Total investments  31,115   5,240   —     25,875 
        Temporary cash investments  17,998   17,998   —     —   
Total investments and temporary cash investments $49,113  $23,238  $—    $25,875 

 

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The following table provides a reconciliation of fair value changes during the nine months ended September 30, 2019 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 January 1, 2019     $9,210  $20,500  $977  $30,687
Realized losses      (2,789)  —     —    (2,789)
Change in unrealized appreciation      4,290   6,000   —    10,290
Proceeds from sales/dispositions     (211)  —     —    (211)
Fair value as of September 30, 2019     $10,500  $26,500  $977  $37,977

 

The following table provides a reconciliation of fair value changes during the nine months ended September 30, 2018 for all investments for which we determine fair value using unobservable (Level 3) factors:

 

 Fair value measurements using significant unobservable inputs (Level 3)Fair value measurements using significant unobservable inputs (Level 3)
(in thousands) Control Investments Affiliate Investments Non-affiliate Investments Total(in thousands) Control Investments Affiliate Investments Non-affiliate Investments Total
Fair value as of December 31, 2017 $8,212  $16,686  $977  $25,875
Fair value as of January 1, 2018     $8,212  $16,686  $977  $25,875
Change in unrealized appreciation  2,499   3,814   —    6,313      2,499   3,814   —    6,313
Fair value as of September 30, 2018 $10,711  $20,500  $977  $32,188     $10,711  $20,500  $977  $32,188

 

The following table provides a reconciliation of fair value changes during the nine months ended September 30, 2017 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

 

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.

 

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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, 2018:2019:

 

      
       Range       Range
(in thousands) Fair Value Valuation Techniques Unobservable Inputs Minimum Maximum Fair Value Valuation Techniques Unobservable Inputs Minimum Maximum
Secured and subordinated debt $977  Yield analysis Discount for lack of marketability  0%  0% $977  Yield analysis Discount for lack of marketability  0%  0%
Common stock  20,500  Income/Market approach EBITDA Multiple/Discount for lack of marketability/Control premium  10%  32.5%  26,500  Income/Market approach EBITDA Multiple/Discount for lack of marketability/Control premium  10%  32.5%
Limited liability company investments  10,711  

Asset approach 

Discounted cash flow; Guideline transaction method

 

Recovery rate

Reserve adjustment factors

  75%  100%  10,500  

Asset approach

Discounted cash flow; Guideline transaction method; Market approach

 

Recovery rate

Reserve adjustment factors

  75%  100%
 $32,188              $37,977             

 

Because of the inherent uncertainty of the valuation of portfolio securities which do not have readily ascertainable market values, amounting to 32.2$38.0 million and $25.9$30.7 million as of September 30, 20182019 and December 31, 2017,2018, 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, 20182019 and December 31, 2017,2018, one of our portfolio investments, consisting of 518,592553,557 and 496,208527,138 common shares of MVC, respectively, was publicly listed on the NYSE.

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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, 2018,2019, 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.

 

Interest 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.

 

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

18

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)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 recordrecorded 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,ASC 718, 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),”term and accordingly, we have elected to account for forfeitures as they occur and this change had no impact on our 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 financial statements.

18

occur.

 

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 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 include our investing activities within cash flows from operations. We exclude “Restricted Cash and Temporary Cash Investments” used for purposes of complying with RIC requirements from cash equivalents.

 

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 provision for federal income taxes is recorded in the financial statements. 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, 2017.2018.

 

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 nine months ended September 30, 2018,2019, respectively, and we paid $3 thousand in state income tax for the year ended December 31, 2017.2018.

Accounting Standards Recently Adopted—In NovemberFebruary 2016, the FASB issued ASU No. 2016-18,2016-02,Statement of Cash Flows (Topic 230)Leases,Restricted Cash. This standard provides guidancewhich requires lessees to recognize on the presentationbalance sheet a right of restricted cash and restricted cash equivalents inuse asset, representing its right to use the statement of cash flows. Restricted cash and restricted cash equivalents should be included with cash and cash equivalents when reconcilingunderlying asset for 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. We adopted ASU 2016-18 in the fourth quarter of 2017 and applied the guidance retrospectively to our prior period statement 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 approachlease term, 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 guidancelease liability for the ASC Topic 820 amendment must be applied prospectively because it could potentially involveall leases with terms greater than 12 months and the use of hindsightpractical expedient for leases less 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 includes fair value measurements.entities may elect to apply. The new guidance iswas adopted 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’s financial statements have not yet been issued. OurJanuary 1, 2019. The adoption of this ASU 2016-02 did not have an impact on theour financial position or financial statement disclosures.

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 paymentsstatements as we currently have no operating leases as our principal offices 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 guidance 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 effectivea month-to-month lease arrangement for public business entities for fiscal yearsannual periods beginning after December 15, 2017, including2018, and interim periods within those fiscal years. Early adoption is permitted, including adoption in an interim period. Our adoption of ASU 2016-15 did not have a material impact on our statements of cash flows.therein.

 

 19 

In August 2018, the SEC adopted rules (the "SEC Release") that require disclosure of changes in net assets within a registrant's Form 10Q filing on a quarter-to-date and year-to-date basis for both the current year and prior year comparative periods. The Company adopted the new requirement to present changes in net assets in interim financial statements within Form 10Q filings beginning January 2016,1, 2019. The compliance date for 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 instrumentsSEC Release was for disclosure purposes. ASU 2016-01 is effective for public entities for fiscal years, and interim periods within those fiscal years, beginningall filings, as applicable, on or after December 15, 2017. OurNovember 5, 2018. The adoption of ASU 2016-01this rule did not have a material effectimpact on our financial statements.

Accounting Standards Related to Revenue from Contracts with Customers (Topic 606)—In May 2014, the FASB issued ASU 2014-09,Revenue from Contracts with Customers (Topic 606). ASU 2014-09 supersedes the revenue recognition requirements under ASC 605,Revenue Recognition, and most industry-specific guidance throughout the Industry Topics of the ASC. The core principle of the guidance is that an entity should recognize revenue to depict 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 for Topic 606 will be effective 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.

The impact of the adoption of this new accounting standard on ourCompany’s condensed consolidated financial statements was not material as Topic 606 provides for exceptions related to the Fund’s portfolio investments.statements.

 

Accounting Standards Not Yet Adopted—In June 2016, the FASB issued ASU 2016-13,Financial Instruments-CreditInstruments 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 325-40,325 - 40,Investments -Other,Other, Beneficial Interests in Securitized FinancialAssets, 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. We believe that the impact of the adoption of this standard will not have a material impact on our financial statements as we do not have any financial instruments that are subject to this standard.

In August 2018, the FASB issued ASU 2016-13 effective2018-13,Fair Value Measurement (Topic 820), which is intended to improve fair value disclosure requirements by removing disclosures that are not cost-beneficial, clarifying disclosures’ specific requirements, and adding relevant disclosure requirements. The amendments take effect for public business entities that meet the U.S. GAAP definition of an SEC filer,all organizations for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019, including interim periods within those fiscal years.2019. Early adoption is permitted as of the fiscal years beginning after December 15, 2018, including interim periods within those fiscal years.permitted. We are currently evaluatingbelieve that the impact of ASU 2016-13the adoption of this standard will not have a material impact 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.

20

In August 2018, the SEC adopted the final rule under SEC Release No. 33-10532, Disclosure Update and Simplification, amending certain disclosure requirements that were redundant, duplicative, overlapping, outdated or superseded. The amendments are intended to facilitate the disclosure of information to investors and simplify compliance. As a result of the amendments, we are required to present a reconciliation of changes in shareholders’ equity in the notes or as a separate statement. This analysis should reconcile the beginning balance to the ending balance of each caption in shareholders’ equity for each period for which an income statement is required to be filed and comply with the remaining content requirements of Rule 3-04 of Regulation S-X. In October 2018, the SEC announced that this final rule will become effective on November 5, 2018. In light of the timing of effectiveness of the amendments and proximity of effectiveness to the filing date for most filers’ quarterly reports, the SEC Staff commented that it would not object if the first presentation of the changes in shareholders’ equity is included in a filer’s Form 10-Q for the quarter that begins after the effective date of the amendments. Due to the timing of our filing of this Form 10-Q, our first presentation of the changes in shareholders’ equity will be for year ended December 31, 2018.

 

(4)Related Party Transactions and Agreements

Share Exchange with MVC Capital, Inc.—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 of 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 New York Stock Exchange 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. During the first quarter of 2018, we received 6,864 additional MVC shares in the form of dividend payments. During the second quarter of 2018, we received 7,472 additional MVC shares in the form of dividend payments. During the third quarter of 2018, we received 8,047 additional MVC shares in the form of dividend payments. As of September 30, 2018, we valued our 518,592 MVC shares at $5.0 million, a decrease from $5.2 million at December 31, 2017. The value of our MVC shares was based on MVC’s closing trading price on the NYSE as of such dates. 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. 

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. None of our interested directors receive annual fees for their service on the Board of Directors.

 

We may also pay other one-time or recurring fees to members of our Board of Directors in special circumstances.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 pays a rate of $300 per hour for services.DuringFor services provided to the nine months ended September 30, 2018 and September 30, 2017, weFund, we paid Kenneth I. Denos, P.C., a professional corporation owned by Kenneth I. Denos, a director of the Fund, $0.3$0.07 million and $0.4 million, respectively, for services provided to the Fund.

In November 2011, Equus Energy, LLC (“Equus Energy”), a wholly-owned subsidiary during each of the Fund, entered into a consulting agreement with Global Energy Associates, LLC (“Global Energy”) to provide consulting services for energy related investments. Henry W. Hankinson, a director of the Fund, is a managing partnerthreemonths ended September 30, 2019 and co-founder of Global Energy. The agreement was terminated effective June 28, 2017. For2018, respectively,and$0.3 million during each on the nine months ended September 30, 2017, payments to Global Energy totaled $43,750.2019 and 2018, respectively.

 2120 

(5)Portfolio Securities

During the nine months ended September 30, 2019, we received dividends in the form of additional shares of $0.2 million relating to our shareholding in MVC.

Also during the nine months ended September 30, 2019, we dissolved Equus Media Development Company, LLC (“EMDC”), a wholly-owned subsidiary of the Fund and transferred EMDC’s assets, consisting of approximately $211,000 in cash and various creative entertainment properties, to the Fund.

During the nine months ended September 30, 2019, we recorded a net change in unrealized appreciation of $10.7 million, to a net unrealized appreciation of $27.7 million. Such change in unrealized appreciation resulted primarily from the following changes:

(i)Increase in the fair value of our shareholding in MVC of $0.4 million due to an increase in the share price of MVC and the receipt of dividend payments in the form of additional shares of MVC during the period;

(ii)Increase in fair value of our shareholding in PalletOne, Inc. of $6.0 million due to improved operating performance;

(iii)Transfer of unrealized depreciation to realized loss of our holdings in EMDC of $2.8 million in connection with the dissolution of EMDC and the transfer of its assets to the Fund; and

(iv)Increase in the fair value of our holdings in Equus Energy, LLC of $1.5 million, principally due to increases in mineral acreage prices proximate to the company’s leasehold interests and an increasein the short- and long-term prices for crude oil during 2019.

 

During the nine months ended September 30, 2018, 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, 2018, we recorded a net change in unrealized appreciation of $5.9 million, to a net unrealized appreciation of $19.3 million. Such change in unrealized appreciation resulted primarily from the following changes:

 

(i)Decrease in the fair value of our shareholding in MVC of $0.5 million due to a decrease in the share price of MVC, offset by the receipt of dividend payments in the form of additional shares of MVC during the period;

(ii)Increase in fair value of our shareholding in PalletOne, Inc. of $3.8 million due to improved operating performance, as well as promising acquisition and growth prospects; and

(iii)Increase in the fair value of our holdings in Equus Energy, LLC of $2.5 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.

 

During the nine months ended September 30, 2018, our note issued by 5th Element Tracking, LLC became due. On August 13, 2018, we issued a demand for payment of all outstanding principal and accrued and outstanding interest, and on November 8, 2018, we filed a complaint against the guarantor of the note to enforce collection. We have assessed the fair value of our holdings and determined that the event of default has not indicated a decrease in fair value below the carrying cost of the investment, based on the security interests we hold and the relative timing of collection.

 

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.

During the nine months ended September 30, 2017, we recorded a net change in unrealized appreciation of $1.4 million, to a net unrealized appreciation of $11.7 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; 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.

 2221 

 

(6)Plan of Reorganization

 

Plan of Reorganization and Share Exchange with MVC CapitalCapital— —OnOn May 14, 2014, we announced that the Fund intended to effect a reorganization pursuant to Section 2(a)(33) of the 1940 Act (hereinafter, the “Plan of Reorganization”). As a first step to consummating the Plan of Reorganization, we sold to MVC Capital, Inc. (“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 business development company BDCtraded 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.

 

Pursuant to the terms of a Share Exchange Agreement, dated May 12, 2014, entered into by Equus and MVC which memorialized the Share Exchange, we intend to finalize the Plan of Reorganization by pursuing a merger or consolidation with MVC or an operating company, which operating company may be a subsidiary or portfolio company of MVC, or one or more of MVC’s portfolio companies (the “Consolidation”).MVC. Absent Equus merging or consolidating with/into MVC or a subsidiary thereof, our current intention is for Equus to (i) terminate its election to be classified as a BDC under the 1940 Act, and (ii) be restructured as a publicly-traded operating company focused on the energy, natural resources, technology, and/or financial services sector.

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 4 –Related Party Transactions and Agreements above).

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 completion of our Plan of Reorganization with another operating company and withdraw our BDC election if so authorized by our stockholders. While we are presently evaluating various opportunities that could enable us to accomplish a Consolidation,complete our Plan of Reorganization, we cannot assure you that we will be able to do so within any particular time period or at all. Moreover, we cannot assure you that the terms of any such transaction that would embody a Consolidation the transformation of Equus into an operating companywould be acceptable to us.

 

Authorization to Withdraw BDC ElectionElection—On January 6, 2017, August 25, 2017, and May 21, 2018,2019, 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, each effective as of a date designated by the Board and our Chief Executive Officer. These separate authorizations, now expired, wereAlthough this authorization, which was given as a consequence of the Plan of Reorganization described above. As our intention is to continue to seek a transformative transaction that would result in a Consolidation under our Plan of Reorganization, expired on July 31, 2019, we anticipate that we will againexpect to receive another suchan additional authorization laterfrom our stockholders in 2018 or 2019.the future. Notwithstanding any 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 Consolidation.“Consolidation”, as such term is defined in our Plan of Reorganization. Further, even if we are again authorized to withdraw our election as a BDC, we will require a subsequent affirmative vote from holders of a majority of our outstanding voting shares to enter into any such definitive agreement or change the nature of our business.

 

(7)2016 Equity Incentive Plan

 

Share-Based Incentive CompensationCompensation—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

23

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 September 30, 2018,2019, 280,000 shares of restricted stock which were granted pursuant to the Incentive Plan, remained unvested. 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. ForWe recorded compensation expense of $0.08 million for thethreemonths ended September 30, 2019 and 2018,respectively and$0.2 million and $0.4 million for the nine months ended September 30, 20182019 and 2017, we recorded compensation expense of $0.4 million and $1.1 million,2018, respectively, in connection with these awards.

 

 (8)22

(8)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 142141 producing and non-producing oil and gas wells. The working interests include associated development rights of approximately 21,520 acres situated on 11 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., which has operating responsibility for all of Equus Energy’s 40 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 in a recompletion program of existing Conger Field wells to the Wolfcamp formation, a zone containing oil as well as gas and natural gas liquids. 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 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.

 

Revenue and Income—During the three months ended September 30, 2018,2019, Equus Energy’s revenue, operating revenue ($0.12 million) less direct operating expenses ($0.2 million), and net loss were $0.1 million,($0.08) million, and ($0.2) million, respectively, as compared to revenue, operating revenue ($0.28 million) less direct operating expenses ($0.22 million), and net loss which $0.3 million, $0.06 million, and ($0.09) million, respectively, as compared to revenue, operating revenue less direct operating expenses, and net loss which were $0.2 million, $0.07 million, and ($0.07) million, respectively, for the three months ended September 30, 2017.2018.

 

Capital Expenditures—During the three months endedSeptember30, 2019 and September 30, 2018, and September 30, 2017, 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 2019,2020, 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).

 

 2423 

 

Below is summarized consolidated financial information for Equus Energy as of September 30, 20182019 and December 31, 20172018 and for the nine months September 30, 20182019 and 2017,2018, respectively (in thousands):

 

EQUUS ENERGY, LLC

Unaudited Condensed Consolidated Balance Sheets

 

 September 30, December 31,
 2019 2018
 September 30, December 31,  
 2018 2017    
Assets        
Current assets:                
Cash and cash equivalents $412  $307  $745  $966 
Accounts receivable  142   101   70   127 
Other current assets  34   33   44   34 
Total current assets  588   441   859   1,127 
Oil and gas properties  8,004   8,064   8,011   8,008 
Less: accumulated depletion, depreciation and amortization  (7,712)  (7,434)  (7,937)  (7,772)
Net oil and gas properties  292   630   74   236 
Total assets $880  $1,071 Total assets $933  $1,363 
        
Liabilities and member's equity                
Current liabilities:                
Accounts payable and other $179  $107  $172  $131 
Due to affiliate  561   586   561   561 
Total current liabilities  740   693   733   692 
Asset retirement obligations  194   190   199   195 
Total liabilities  934   883 Total liabilities 932  887 
        
Total member's equity  (54)  188   1   476 
        
Total liabilities and member's equity $880  $1,071 Total liabilities and member's equity $933  $1,363 

 

Revenue and direct operating expenses for the various oil and gas assets included in the accompanyingunaudited condensed consolidated statements of operations below 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 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.

 

24

EQUUS ENERGY, LLC

Unaudited Condensed Consolidated Statements of Operations

  Three Months Ended September 30, Nine Months Ended September 30, 
  2019 2018 2019 2018
         
         
Operating revenue $120  $278  $481  $855 
Operating expenses                
Direct operating expenses  200   216   593   610 
General and administrative  38   52   194   205 
Depletion, depreciation, amortization and accretion  84   96   169   282 
Total operating expenses  322   364   956   1,097 
Operating loss before income tax expense  (202)  (86)  (475)  (242)
Income tax benefit (expense)  —     —     —     —   
Net loss $(202) $(86) $(475) $(242)

EQUUS ENERGY, LLC

Unaudited Condensed Consolidated Statements of Cash Flows

  Nine Months Ended September 30,
  2019 2018
     
Cash flows from operating activities:        
Net loss  (475) $(242)
Adjustments to reconcile net loss to        
net cash (used in) provided by operating activities:        
Depletion, depreciation, amortization and accretion  169   282 
Changes in operating assets and liabilities:        
Accounts receivable  57   (41)
Prepaid expenses and other current assets  (10)  (1)
Accounts payable and other  41   72 
Due to affiliate  —     (25)
Net cash (used in) provided by operating activities  (218)  45 
         
Cash flows from investing activities:        
Investment in oil & gas properties  (3)  (140)
Proceeds from sale of oil & gas properties  —     200 
Net cash (used in) provided by investing activities  (3)  60 
Net (decrease) increase in cash  (221)  105 
Cash and cash equivalents at beginning of period  966   307 
Cash and cash equivalents at end of period $745  $412 

 25 

 

EQUUS ENERGY, LLC

Unaudited Condensed Consolidated Statements of Operations

  Three Months Ended September 30, Nine Months Ended September 30,
  2018 2017 2018 2017
Operating revenue $278  $191  $855  $667 
Operating expenses                
Direct operating expenses  216   122   610   421 
General and administrative  52   49   205   217 
Depletion, depreciation, amortization and accretion  96   91   282   291 
Total operating expenses  364   262   1,097   929 
Operating loss before income tax expense  (86)  (71)  (242)  (262)
Income tax benefit (expense)  —     —     —     —   
Net loss $(86) $(71) $(242) $(262)

EQUUS ENERGY, LLC

Unaudited Condensed Consolidated Statements of Cash Flows

  Nine Months Ended September 30,
  2018 2017
Cash flows from operating activities:        
Net loss  (242) $(262)
Adjustments to reconcile net loss to        
net cash provided by (used in) operating activities:        
Depletion, depreciation, amortization and accretion  282   291 
Changes in operating assets and liabilities:        
Accounts receivable  (41)  (16)
Prepaid expenses and other current assets  (1)  (1)
Affiliate payable/receivable  (25)  (25)
Accounts payable and other  72   (32)
Net cash provided by (used in)  operating activities  45   (45)
         
Cash flows from investing activities:        
Investment in oil & gas properties  (140)  (9)
Proceeds from sale of oil & gas properties  200   —   
Net cash used in investing activities  60   (9)
Net increase (decrease) in cash  105   (54)
Cash and cash equivalents at beginning of period  307   291 
Cash and cash equivalents at end of period  412  $237 

Critical Accounting Policies for Equus EnergyEnergy—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.

 

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$0.08 million and $0.1 million for the three months ended September 30, 20182019 and September 30, 2017,2018, respectively and $0.3$0.2 million and $0.3 million for the nine months ended September 30, 20182019 and September 30, 2017, respectively.2018, respectively .

26

 

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, 2018,2019, 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 recognize an impairment loss on its oil and gas properties during the threeand ninemonths ended September 30, 20182019 andSeptember 30, 2017,2018, 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 Recognition—Revenue recognized for oil and natural gas sales under the sales method of accounting. Under this method, revenue is recognized on production as it is taken 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 result from production imbalances, which are not significant, and are reflected as adjustments to proven reserves and future cash flows in the unaudited consolidated financial information included herein.

 

Accounting Policy on DD&ADepreciation, Depletion and Amortization—The Company employs the “Units of Production” method in calculating depletion of its proved oil and gas properties, wherein capitalized costs, as adjusted for future development costs and asset retirement obligations, are amortized over the total estimated proved reserves.

 

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, 2018 and September 30, 2017, theThe Company had no federal income tax expense. expense for the three and nine month periods ending September 30, 2019 and 2018.

 

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.

 

(9)Subsequent Events

 

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

 

On October 4, 2018, the5, 2019, we sold $27.0 million of U.S. Treasury Bills we acquired on margin in September 2019 and used the amount of $17.0 million matured and repaid ourproceeds to repay the margin loan.

 2726 

 

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”), 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, 2017,2018, 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;
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.
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;
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.

 

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, 2017.2018. 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

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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. We 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 owned 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-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-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 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 investments. We reflect any such income tax expense on our Statements of Operations.

 

Plan of Reorganization

 

Plan of Reorganization and Share Exchange with MVC CapitalCapital— —OnOn May 14, 2014, we announced that the Fund intended to effect a reorganization pursuant to Section 2(a)(33) of the 1940 Act (hereinafter, the “Plan of Reorganization”). As a first step to consummating the Plan of Reorganization, we sold to MVC Capital, Inc. (“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 business development company BDCtraded 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.

 

Pursuant to the terms of a Share Exchange Agreement, dated May 12, 2014, entered into by Equus and MVC which memorialized the Share Exchange, we intend to finalize the Plan of Reorganization by pursuing a merger or consolidation with MVC or an operating company, which operating company may be a subsidiary or portfolio company of MVC, or one or more of MVC’s portfolio companies (the “Consolidation”).MVC. Absent Equus merging or consolidating with/into MVC or a subsidiary thereof, our current intention is for Equus to (i) terminate its election to be classified as a BDC under the 1940 Act, and (ii) be restructured as a publicly-traded operating company focused on the energy, natural resources, technology, and/or financial services sector.

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 4 –Related Party Transactions and Agreements above).

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 completion of our Plan of Reorganization with another operating company and withdraw our BDC election if so authorized by our stockholders. While we are presently evaluating various opportunities that could enable us to accomplish a Consolidation,complete our Plan of Reorganization, we cannot assure you that we will be able to do so within any particular time period or at all. Moreover, we cannot assure you that the terms of any such transaction that would embody a Consolidation“Consolidation”, as such term is defined in our Plan of Reorganization, would be acceptable to us.

 

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Authorization to Withdraw BDC ElectionElection—On January 6, 2017, August 25, 2017, and May 21, 2018,2019, 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, each effective as of a date designated by the Board and our Chief Executive Officer. These separate authorizations, now expired, wereAlthough this authorization, which was given as a consequence of the Plan of Reorganization described above. As our intention is to continue to seek a transformative transaction that would result in a Consolidation under our Plan of Reorganization, expired on July 31, 2019, we anticipate that we will againexpect to receive another suchan additional authorization laterfrom our stockholders in 2018 or 2019.the future. Notwithstanding any 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 Consolidation.“Consolidation”, as such term is defined in our Plan of Reorganization. Further, even if we are again authorized to withdraw our election as a BDC, we will require a subsequent affirmative vote from holders of a majority of our outstanding voting shares to enter into any such definitive agreement or change the nature of our business.

 

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 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. ForWe recorded compensation expense of $0.08 million for thethreemonths ended September 30, 2019 and 2018, respectively,and$0.2 million and $0.4 million for the nine months ended September 30, 20182019 and 2017, we recorded compensation expense of $0.4 million and $1.1 million,2018, respectively, in connection with these awards.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, 2017.2018.

Current Market Conditions

 

The U.S. economy expanded at an annualized rate of 3.5%1.9% during thethird quarter of 2019, following growth of2.0% and3.1% during the first and second quarters, respectively, of 2019 and an increase of 2.9% for all of 2018. The decrease in GDP during the third quarter of 2018, following an annualized increase of 4.2% during the second quarter of 2018. The increases during the second2019 was principally due to decreased exports, higher inventories, lower fixed residential and third quarters were reflective of increased consumer spending, exports, businessnonresidential investment, and government spending.increased imports. Despite rising trade tensions, the Conference Board Economic Forecast projects overall GDP growth inthe fourth quarter of 2018 to be 3.5%, and GDP growth for the first half of 2019 to be 2.9%, with an expectation of 3.1% GDP growth1.9% and thereafter 2.0% for all of 2019.2020. The U.S. unemployment rate is near a 50-year low, continuing to present a tight labor market remained strongfor employers, but weakening business investment and at nearly full employment throughoutslightly diminished consumer spending suggest a weaker long-term outlook for the first nine months of 2018.economy. Meanwhile, housing starts and building permits have slowed during 2018 but still remain higher than 2017 levels. Sales of existing homes also continued to decline throughout the year. Business investment remained largely stable during the second and third quarters of 2018 after slowingtrended downward during the first quarter.six months of 2019 before increasing in the third quarter of 2019, which has contrasted with strong growth in existing home sales during the same period. (Sources:U.S. Dept. of Commerce Bureau of Economic Analysis, Bureau of Labor Statistics, Conference Board Leading Economic Index).

 

Merger and acquisition activity continued to strengthenwas strong in 2018, with $2.5$3.5 trillion in worldwide transactions consummated during the year. Although such activity slowed during the first quarter of 2019, it accelerated during the second quarter of 2019, resulting in approximately $2 trillion in global transactions announced during the six-month period with another $2.4 trillion in undeployed capital, $732 billion of which is held by private equity firms. In the United States, merger and acquisition activity was up 19% in the first six months of 2019 as compared to the six months ended June 30, 2018. Private equity funds raised almost $52 billion during the first half of 2019, down 19% from the comparable period in 2018,and did so in an increasingly smaller number of vehicles, resulting in larger fund sizes overall. Total investments during the quarter were approximately $159 billion, adecreaseof4% from thesecond quarter of 2018. Data for thethirdquarter of 2019 have not yet been released but larger amounts of capital have pushed median valuation multiplesto11x EBITDA during the first six months of 2018, an increase of 61% compared to the first six months of 2017. Data for the third quarter of 2018 is not yet available, but should the present pace continue through the rest of 2018, it would top 2015 as the largest yearly total on record. While the energy sector had the largest deal volume, technology-based enterprises constituted the majority of larger business combinations, as large tech companies have sought to increase market share and push into new industries. Spurred by U.S. tax code changes, market conditions for business transactions during 2018 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 raised almost $69 billion during the first half of 2018, substantially less than 2017’s record pace of $453 billion for the entire year, but such funds also executed approximately $126 billion in transactions during the first half of 2018, with an average deal size of $46 million. With assets under management exceeding $1 trillion, the abundance of capital has put upward pressure on asset prices and has constrained expected yields.2019, constraining investment yields (Sources:Thompson Reuters, Institutional Investor;The New York Times,Times; The Wall Street Journal, PitchBook).

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During the nine months ended September 30, 2018,2019, our net asset value increased from $3.18$3.22 per share to $3.45$3.63 per share, an increase of 8.5%12.7%. As of September 30, 2018,2019, our common stock is trading at a 42.3%55.6% discount to our net asset value as compared to 24.6%39.1% as of December 31, 2017.2018.

 

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 areunable to borrow funds to make qualifying investments, it Equusmay 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.

 

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.

 

Results of Operations

 

Investment Income and Expense

 

Net investment loss was $0.8 million and $0.7 million for the three months ended September 30, 20182019 and $0.4 million for the three months ended September 30, 2017,2018, respectively, and $2.6 million and $3.3unchanged at$2.6 million for the nine months ended September 30, 20182019 and September 30, 2017,2018, respectively. The decrease in net investment loss generated at September 30, 2018 compared to September 30, 2017 is due primarily to (i) transaction costs of $2.5 million incurred during the first nine months of 2017 related to the Fund’s agreement to acquire U.S. Gas & Electric, Inc., and (ii) a decrease in compensation expense of $0.6 million, and a decrease in director fees and expenses of $0.2 million during the nine months ended September 30, 2018 as compared to the nine months ending September 30, 2017.

 

Investment income was unchanged at $0.1 million for the three months ended September 30, 20182019 and September 30, 2017,2018, respectively and $0.3$0.2 million and $0.4$0.3 million for the nine months ended September 30, 20182019 and September 30, 2017, respectively.2018. The decrease is due to the decline of interest-bearing investments. Total expense was $0.9 million and $0.8 million for the three months ended September 30, 2019 and 2018, respectively, and $2.8 million and $3.0 million for the nine months ended September 30, 2019. This decrease was mainly due to the decline in professional fees.

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Realized Gains and Losses on Sales of Portfolio Securities

During the nine months ended September 30, 2019, we realized a loss of $2.8 million from the dissolution and liquidation of Equus Media Development Company LLC (“EMDC”).

 

During the nine months ended September 30, 2018, we realized a gain of $4.0 thousand from the sale of temporary cash investments.

 

During the nine months ended September 30, 2017, we realized a loss of $5.0 thousand from the sale of temporary cash investments.

Changes in Unrealized Appreciation/Depreciation of Portfolio Securities

During the nine months ended September 30, 2019, we recorded a net change in unrealized appreciation of $10.7 million, to a net unrealized appreciation of $27.7 million. Such change in unrealized appreciation resulted primarily from the following changes:

(i)Increase in the fair value of our shareholding in MVC of $0.4 million due to an increase in the share price of MVC and the receipt of dividend payments in the form of additional shares of MVC during the period;

(ii)Increase in fair value of our shareholding in PalletOne, Inc. of $6.0 million due to improved operating performance;

(iii)Transfer of unrealized depreciation to realized loss of our holdings in EMDC of $2.8 million in connection with the liquidation and dissolution of EMDC; and

(iv)Increase in the fair value of our holdings in Equus Energy, LLC of $1.5 million, principally due to increases in mineral acreage prices proximate to the company’s leasehold interests andan increase in the short- and long-term prices for crude oil during 2019.

 

During the nine months ended September 30, 2018, we recorded a net change in unrealized appreciation of $5.9 million, to a net unrealized appreciation of $19.3 million. Such change in unrealized appreciation resulted primarily from the following changes:

 

(i)Decrease in the fair value of our shareholding in MVC of $0.5 million due to a decrease in the share price of MVC, offset by the receipt of dividend payments in the form of additional shares of MVC during the period;

(ii)Increase in fair value of our shareholding in PalletOne, Inc. of $3.8 million due to improved operating performance, as well as promising acquisition and growth prospects;performance; and

(iii)Increase in the fair value of our holdings in Equus Energy, LLC of $2.5 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.

 

During the nine months ended September 30, 2017, we recorded a net change in unrealized appreciation of $1.4 million, to a net unrealized appreciation of $11.7 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, 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.

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 Securities

During the nine months ended September 30, 2019, we received dividends in the form of additional shares of MVC in the amount of $0.2 million.

Also during the nine months ended September 30, 2019, we dissolved EMDC, a wholly-owned subsidiary of the Fund and transferred EMDC’s assets, consisting of approximately $211,000 in cash and various creative entertainment properties, to the Fund.

 

During the nine months ended September 30, 2018, we received dividends in the form of additional shares of MVC in the amount of $0.2 million relating to our shareholding in MVC. million.

 

During the nine months ended September 30, 2018, our note issued byinvestment in 5th Element Tracking, LLC, consisting of a promissory note in the face amount of $0.9 million, became due. On August 13, 2018, we issued a demand for payment of all outstanding principal and accrued and outstanding interest on the note, and on November 8, 2018, we filed a complaint against the guarantor of the note to enforce collection. We have assessed the fair value of our holdings and determined that the event of default has not indicated a decrease in fair value below the carrying cost of the investment, based on the security interests we hold and the relative timing of collection.

 

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.

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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.

 

Subsequent Events

 

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

 

On October 4, 2018, the5, 2019, we sold $27.0 million of U.S. Treasury Bills we acquired on margin inSeptember 2019 and used the amount of $17.0 million matured and we repaid ourproceeds to repay the margin loan.

 

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.

 

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.

 

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, 2018.2019. 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, 2018,2019, 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 DismissedComplaint—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, purports to allege 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 allegations included therein, are without merit and intend to continue a vigorous defense against the same.merit. On September 22, 2017, we filed a motion for summary judgment regarding this action. On November 13, 2018,action, which was granted by the Chancery Court granted our motionon November 13, 2018. Mr. Zalmanoff appealed the Chancery Court ruling to the Delaware Supreme Court. On May 16, 2019, the Delaware Supreme Court affirmed the Chancery Court decision and dismissed Mr. Zalmanoff’s complaint with prejudice.terminated the proceedings.

 

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.

 

Item 1A. Risk Factors

 

In connection with our efforts to convert Equus into an operating company in furtherance of our Plan of Reorganization, we may be subject to a number of risks associated with this process, the transactions that would embody a Consolidation of Equus with another company, as well as specific risks associated with the commercial enterprise with which Equus would 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.

 

Readers should carefully consider these risks and all other information contained in our annual report on Form 10-K for the year ended December 31, 2017,2018, including the Fund’s financial statements and the related notes thereto. TheAlthough there have been no changes to the risk factors facing the Fund since the filing of our Form 10-K, the risks and uncertainties described therein are not the only ones facing the Fund.

 

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

 

 

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Item 6. Exhibits

 

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

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

 

 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.]
 (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.]
 (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.]
 (e)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, 2016 [Incorporated by reference to Exhibit 1 to Registrant’s Definitive Proxy Statement filed on May 5, 2016.]
   
 31.Rule 13a-14(a)/15d-14(a) Certifications
 1.Certification by Chief Executive Officer
 2.Certification by Chief Financial Officer
   
 32.Section 1350 Certifications
 1.Certification by Chief Executive Officer
 2.Certification by Chief Financial Officer
     

  

 

 

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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, 201813, 2019

 

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


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