eqs_10qa.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q/A

Amendment No. 1

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

For the quarterly period ended September 30, 2024

☐	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)

Delaware		76-0345915
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

700 Louisiana St., 41st 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 Stock

New 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. Yes ☒ No ☐

☐ 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). Yes ☐ No ☐

☐ 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 filer

☐

Accelerated filer

☐

Non-accelerated filer

☒

Smaller Reporting Company

☐

Emerging 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. Yes ☐ No ☒

There were 13,586,173 shares of the registrant’s common stock, $.001 par value, outstanding, as of September 30, 2024.

EXPLANATORY NOTE

Equus Total Return, Inc. (“Equus” or the “Company”) is filing this Amendment No. 1 on Form 10-Q/A (“Amended 10-Q”) which supersedes and replaces in its entirety the Company’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 14, 2024 (“Original Filing”).

The sole purpose of this Amended 10-Q is to provide the required Inline XBRL tagging, which was inadvertently omitted from the Original Filing. No other changes to the Original Filing have been made.

This Amended 10-Q does not reflect events occurring after the Original Filing except as noted above. This Amended 10-Q continues to speak as of the date of the Original Filing and the Company has not otherwise updated disclosures contained therein or herein to reflect events that occurred at a later date.

EQUUS TOTAL RETURN, INC.

(A Delaware Corporation)

INDEX

			Page
PART I. FINANCIAL INFORMATION
	Item 1. Unaudited Condensed Financial Statements		4
		Condensed Balance Sheets	4
		Condensed Statements of Operations	5
		Condensed Statements of Changes in Net Assets	6
		Condensed Statements of Cash Flows	7
		Supplemental Information—Selected Per Share Data and Ratios	8
		Schedules of Investments	9
		Notes to Condensed Financial Statements	13
	Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations		39
	Item 3. Quantitative and Qualitative Disclosure about Market Risk		45
	Item 4. Controls and Procedures		45
PART II. OTHER INFORMATION
	Item 1. Legal Proceedings		47
	Item 1A. Risk Factors		47
	Item 6. Exhibits		48
SIGNATURE			49

Table of Contents

EQUUS TOTAL RETURN, INC.

CONDENSED BALANCE SHEETS

(Unaudited)

Part I. Financial Information

Item 1. Unaudited Condensed Financial Statements

(in thousands, except shares and per share amounts)	September 30,		December 31,
Assets
Investments in portfolio securities at fair value:
Control investments (cost at $18,611 and $16,364, respectively)	$	37,500	$	40,853
Total investments in portfolio securities at fair value		37,500		40,853
U.S. Treasury bills		54,993		44,955
Cash and cash equivalents		1,149		6,533
Restricted cash		550		450
Accounts receivable from affiliates		143		139
Accrued interest		1,148		225
Other assets		23		392
Total assets		95,506		93,547
Liabilities and net assets
Accounts payable		250		172
Accrued compensation		1		29
Accounts payable to related parties		97		104
Borrowing under margin account		54,993		44,955
Total liabilities		55,341		45,260

Commitments and contingencies (See Note 2)

Net assets
Common stock, $0.001 par value per share; 100,000,000 shares authorized as of September 30, 2024 and December 31, 2023, respectively, and 13,586,173 shares outstanding as of September 30, 2024 and December 31, 2023, respectively

Preferred stock, $0.001 par value per share; 10,000,000 shares authorized as of September 30, 2024 and December 31, 2023 respectively
Common stock, par value	$	14		$	14
Capital in excess of par value		74,785			74,785
Accumulated deficit		(34,634	)		(26,512	)
Total net assets	$	40,165		$	48,287
Shares of common stock issued and outstanding, $0.001 par value, 100,000 and 50,000 shares authorized, respectively		13,586			13,586
Net asset value per share	$	2.96		$	3.55

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

Table of Contents

EQUUS TOTAL RETURN, INC.

CONDENSED STATEMENTS OF OPERATIONS

(Unaudited)

	Three Months Ended September 30,						Nine Months Ended September 30,
(in thousands, except per share amounts)	2024			2023			2024			2023
Investment income:
Interest income:
Control investments	$	322		$	32		$	924		$	40
Total interest income		322			32			924			40
Interest from U.S. Treasury bills		12			10			24			20
Total investment income		334			42			948			60

Expenses:
Compensation expense		429			692			1,334			1,502
Professional fees		238			202			1,172			728
Professional liability expenses		141			148			439			513
Director fees and expenses		76			75			255			258
Mailing, printing and other expenses		25			13			106			65
General and administrative expenses		40			31			136			101
Taxes		5			3			30			10
Interest expense		63			12			129			14
Total expenses		1,017			1,176			3,601			3,191

Net investment loss		(683	)		(1,134	)		(2,653	)		(3,131	)

Net realized gain:
U.S. Treasury bills		56			11			131			22
Net realized gain		56			11			131			22

Net unrealized appreciation (depreciation) of portfolio securities:
Control investments		(9,000	)		8,200			(5,600	)		15,000
Net change in net unrealized appreciation (depreciation) of portfolio securities		(9,000	)		8,200			(5,600	)		15,000

Net increase (decrease) in net assets resulting from operations	$	(9,627	)	$	7,077		$	(8,122	)		11,891

Net increase (decrease) in net assets resulting from operations per share:
Basic and diluted	$	(0.70	)	$	0.52		$	(0.59	)	$	0.88
Weighted average shares outstanding:
Basic and diluted		13,586			13,518			13,586			13,518

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

Table of Contents

EQUUS TOTAL RETURN, INC.

CONDENSED STATEMENTS OF CHANGES IN NET ASSETS

(Unaudited)

Common Stock

Number of

Par

Capital in

Excess of

Accumulated

Total N

Amendment: SEC Form 10-Q/A filed by Equus Total Return Inc.