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 June 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., 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 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 June 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 August 19, 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		37
	Item 3. Quantitative and Qualitative Disclosure about Market Risk		42
	Item 4. Controls and Procedures		43
PART II. OTHER INFORMATION
	Item 1. Legal Proceedings		44
	Item 1A. Risk Factors		44
	Item 6. Exhibits		45
SIGNATURE			46

Table of Contents

Part I. Financial Information

Item 1. Unaudited Condensed Financial Statements

EQUUS TOTAL RETURN, INC.

CONDENSED BALANCE SHEETS

(Unaudited)

	June 30, 2024			December 31, 2023
(in thousands, except shares and per share amounts)
Assets
Investments in portfolio securities at fair value:
Control investments (cost at $18,611 and $16,364, respectively)	$	46,500		$	40,853
Total investments in portfolio securities at fair value		46,500			40,853
U.S. Treasury bills		53,944			44,955
Cash and cash equivalents		1,878			6,533
Restricted cash		539			450
Accounts receivable from affiliates		139			139
Accrued interest		826			225
Other assets		18			392
Total assets		103,844			93,547
Liabilities and net assets
Accounts payable		106			172
Accrued compensation		2			29
Accounts payable to related parties		—			104
Borrowing under margin account		53,944			44,955
Total liabilities		54,052			45,260

Commitments and contingencies (See Note 3)

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

Preferred stock, $0.001 par value per share; 10,000,000 shares authorized as of June 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		(25,007	)		(26,512	)
Total net assets	$	49,792		$	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	$	3.66		$	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 June 30,						Six Months Ended June 30,
(in thousands, except per share amounts)	2024			2023			2024			2023
Investment income:
Interest income:
Control investments	$	319		$	8		$	602		$	8
Total interest income		319			8			602			8
Interest from U.S. Treasury bills		12			4			12			10
Total investment income		331			12			614			18

Expenses:
Professional fees		367			126			934			526
Compensation expense		477			393			905			810
Professional liability expenses		148			181			298			365
Director fees and expenses		95			103			179			183
Mailing, printing and other expenses		16			30			81			52
General and administrative expenses		63			35			96			70
Taxes		11			7			25			7
Interest expense		34			1			66			2
Total expenses		1,211			876			2,584			2,015

Net investment loss		(880	)		(864	)		(1,970	)		(1,997	)

Net realized gain:
U.S. Treasury bills		30			9			75			11
Net realized gain		30			9			75			11

Net unrealized appreciation of portfolio securities:
Control investments		4,750			6,800			3,400			6,800
Net change in net unrealized appreciation of portfolio securities		4,750			6,800			3,400			6,800

Net increase in net assets resulting from operations	$	3,900		$	5,945		$	1,505		$	4,814

Net Increase in net assets resulting from operations per share:
Basic and diluted	$	0.29		$	0.44		$	0.11		$	0.36
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
(in thousands)	Number of Shares		Par Value		Capital in Excess of Par Value		Accumulated Deficit			Total Net Assets

Balances as of January 1, 2023		13,518	$	13	$	74,685	$	(39,461	)	$	35,237

Net decrease in net assets resulting from operations		—		—		—		(1,131	)		(1,131	)

Balances as of March 31, 2023	13,518	$	13	$	74,685	$	(40,592	)	$	34,106

Net increase in net assets resulting from operations	—		—		—		5,945			5,945

Balances as of June 30, 2023	13,518	$	13	$	74,685	$	(34,647	)	$	40,051

Balances as of January 1, 2024	13,586	$	14	$	74,785	$	(26,512	)	$	48,287

Net decrease in net assets resulting from operations	—		—		—		(2,395	)		(2,395	)

Balances as of March 31, 2024	13,586	$	14	$	74,785	$	(28,907	)	$	45,892

Net increase in net assets resulting from operations	—		—		—		3,900			3,900

Balances as of June 30, 2024	13,586	$	14	$	74,785	$	(25,007	)	$	49,792

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

Table of Contents

EQUUS TOTAL RETURN, INC.

CONDENSED STATEMENTS OF CASH FLOWS

(Unaudited)

	Six months ended June 30,
(in thousands)	2024			2023
Reconciliation of increase in net assets resulting from operations to net cash (used in) operating activities:
Net increase in net assets resulting from operations	$	1,505		$	4,814
Adjustments to reconcile net increase in net assets resulting from
operations to net cash (used in) operating activities:
Net realized (gain):
U.S. Treasury bills		(75	)		(11	)
Net change in unrealized appreciation of portfolio securities:
Control investments		(3,400	)		(6,800	)
Purchase of portfolio securities		(2,247	)		(750	)
Purchases of U.S. Treasury bills, net		(8,914	)		(6,980	)
Changes in operating assets and liabilities:
Accounts receivable from affiliates		—			22
Accrued interest receivable		(601	)		(8	)
Other assets		374			347
Accounts payable and accrued liabilities		(93	)		(372	)
Accounts payable to related parties		(104	)		—
Net cash (used in) operating activities		(13,555	)		(9,738	)
Cash flows from financing activities:
Borrowings under margin account		106,914			22,980
Repayments under margin account		(97,925	)		(15,989	)
Net cash provided by financing activities		8,989			6,991
Net decrease in cash and cash equivalents		(4,566	)		(2,747	)
Cash and cash equivalents and restricted cash at beginning of period		6,983			19,284

Cash and cash equivalents and restricted cash at end of period	$	2,417		$	16,537

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