The accompanying notes are an integral
part of these financial statements.
Except for our holding of notes and
ordinary shares of OPG, substantially all of our portfolio securities are restricted from public sale without prior registration
under the Securities Act of 1933 or other relevant foreign 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.
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, 2013, except for our holdings in OPG, 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 82.2% of the total value of the investments in portfolio securities as of December 31, 2013.
Our investments in portfolio securities
consist of the following types of securities as of December 31, 2013 (in thousands):
Interest payments are being received
and/or accrued on notes with a fair value of $2.0 million, while accrued interest has been impaired on notes receivable included
in secured and subordinated debt with a fair value of $2.9 million.
The following is a summary by industry
of our investments in portfolio securities as of December 31, 2013 (in thousands):
The accompanying notes are an integral
part of these financial statements.
NOTES TO FINANCIAL STATEMENTS
JUNE 30, 2014
(Unaudited)
|
(1)
|
Description of Business and Basis of Presentation
|
Description of Business
—
Equus Total Return, Inc. (
“we,” “us,” “our,” “Equus,” the “Company,”
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 a change of the Fund’s investment strategy to
a total return investment objective. This new 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.
We attempt to maximize the return to
stockholders in the form of current investment income and long-term capital gains by investing in the debt and equity securities
of companies with a total enterprise value of between $5.0 million and $75.0 million, although we may engage in transactions with
smaller or larger investee companies from time to time. We seek to invest primarily in companies pursuing growth either through
acquisition or organically, leveraged buyouts, management buyouts and recapitalizations of existing businesses or special situations.
Our income-producing investments consist principally of debt securities including subordinate debt, debt convertible into common
or preferred stock, or debt combined with warrants and common and preferred stock. Debt and preferred equity financing may also
be used to create long-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 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 Business
Development Company (“BDC”) under the Investment Company Act of 1940 (“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 investments. 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 of 1933 and Securities Exchange Act of 1934, 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, or 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 Securities Exchange Act of 1934, as amended. Accordingly, they are unaudited and exclude some disclosures required for annual
financial statements. Management believes it has 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 six months ended June 30, 2014 are not necessarily indicative of results that ultimately may be achieved for
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 Form 10-K for the fiscal year ended December 31, 2013, as filed
with the Securities and Exchange Commission (“SEC”).
|
(2)
|
Liquidity and Financing Arrangements
|
Liquidity
—There are several
factors that may materially affect our liquidity during the reasonably foreseeable future. We view this period as the twelve month
period from the date of the financial statements in this Form 10-Q,
i.e
., the period through June 30, 2015. 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 finance routine follow-on investments, if any, through the next twelve months.
Cash and Cash Equivalents
—As
of June 30, 2014, we had cash and cash equivalents of $17.2 million. We had $20.2 million of our net assets of $38.0 million invested
in portfolio securities.
As of December 31, 2013, we
had cash and cash equivalents of $19.1 million. We had $13.5 million of our net assets of $33.2 million invested in
portfolio securities. We also had $15.2 million of restricted cash and temporary cash investments, including primarily the
proceeds of a quarter-end margin loan that we incurred to maintain the percentage of qualifying investments applicable to a RIC to maintain our pass-through tax treatment. Of this amount, $15.0 million was invested in U.S. Treasury
bills and $0.2 million represented a required 1% brokerage margin deposit. These securities were held by a securities
brokerage firm and pledged along with other assets to secure repayment of the margin loan. The U.S. Treasury bills were sold
on January 2, 2014 and we subsequently repaid this margin loan. The margin interest was paid on January 22, 2014.
Dividends
— We will pay
out net investment income and/or realized capital gains, if any, on an annual basis as required under the 1940 Act.
Investment Commitments
—As
of June 30, 2014, we had no outstanding commitments to our portfolio company investments.
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.
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. There is no assurance that 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. Failure to continue to qualify as a RIC could be materially adverse to us and our
stockholders.
We had no RIC borrowings or restricted
cash as of June 30, 2014.
As of December 31, 2013, we borrowed
$15.0 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 $15.2 million.
The U.S. Treasury bills were sold on January 2, 2014 and the total amount borrowed was repaid at that time. The margin interest
was paid on January 22, 2014.
Certain Risks and Uncertainties
—
Economic conditions since 2008 and resulting market dislocations have resulted in a significant decline in the availability of
debt and equity for smaller and medium-sized enterprises. Generally, the limited amount of available debt financing 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 six months of 2014, the price of our common stock continued to fall well below
our net asset value, thereby making it undesirable to issue additional shares of our common stock below net asset value. Because
of these challenges, our near-term strategies shifted from originating debt and equity investments to preserving liquidity necessary
to meet our operational needs. Key initiatives that we have previously undertaken to provide necessary liquidity include monetizations,
the suspension of dividends and the internalization of management. Although we cannot assure you that such initiatives will be
sufficient, we believe we have sufficient liquidity to meet our 2014 operating requirements.
|
(3)
|
Significant Accounting Policies
|
The following is a summary of significant
accounting policies followed by the Fund in the preparation of its 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
—Portfolio
investments are carried at fair value with the net change in unrealized appreciation or depreciation included in the determination
of net assets. Valuations of portfolio securities are performed in accordance with accounting principles generally accepted in
the United States of America and the financial reporting policies of the SEC. The applicable methods prescribed by such principles
and policies are described below:
Publicly-traded portfolio securities
—Investments
in companies whose securities are publicly traded are generally valued at their quoted market price at the close of business on
the valuation date.
Privately-held portfolio securities
—The
fair value of investments for which no market exists is determined on the basis of procedures established in good faith by our
Board of Directors. As a general principle, the current “fair value” of an investment would be the amount we might
reasonably expect to receive for it upon its current sale, in an orderly manner. Appraisal valuations are necessarily subjective
and the estimated values arrived at by the Fund may differ materially from amounts actually received upon the disposition of portfolio
securities.
Thinly Traded and Over-the-Counter
Securities
—Generally, we value securities that are traded in the over-the-counter market or on a stock exchange at the
average of the prevailing bid and ask prices on the date of the relevant period end. However, we may apply a discount to the market
value of restricted or thinly traded public securities to reflect the impact that these restrictions have on the value of these
securities. We review factors, including the trading volume, total securities outstanding and our percentage ownership of securities
to determine whether the trading levels are active (Level 1) or inactive (Level 2) or unobservable (Level 3). These securities
represented 14.0% and 11.0% of our investments in portfolio securities as of June 30, 2014 and December 31, 2013, respectively.
We utilized independent pricing services with certain of our fair value estimates. To corroborate “bid/ask” quotes
from independent pricing services, we perform a market-yield approach to validate prices obtained or obtain other evidence.
During the first twelve months
after an investment is made, the original investment value is utilized 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, changes in general market conditions, or a default by the issuer). After the twelve month period,
or if material events have occurred within the twelve month period, we consider a two-step process when appraising
investments of privately held companies. The first step involves determining the enterprise value of the portfolio company.
During this step, we consider three different valuation approaches: a market approach, an income approach, and an asset
approach. The particular facts and circumstances of each portfolio company determine which approach, or combination
of approaches, will be utilized. The second step when appraising equity investments of privately held companies
involves allocating value to the various debt and equity securities of the company. We allocate value to these securities
based on their relative priorities. For equity securities such as warrants, we may also incorporate alternative
methodologies including the Black-Scholes Option Pricing Model.
Market approach
—The market
approach typically employed by our management calculates the enterprise value of a company as a multiple of earnings before interest,
taxes, depreciation and amortization (“EBITDA”) generated by the company for the trailing twelve month period. Adjustments
to the company’s EBITDA, including those for non-recurring items, may be considered. Multiples are estimated based on current
market conditions and past experience in the private company marketplace and are subjective in nature. We will apply liquidity
and other discounts it deems appropriate to equity valuations where applicable. We may also use, when available, third-party transactions
in a portfolio company’s securities as the basis of valuation (the “private market method”). The private market
method will be used only with respect to completed transactions or firm offers made by sophisticated, independent investors.
Income approach
—The income
approach typically utilized by our management calculates the enterprise value of a company utilizing a discounted cash flow model
incorporating projected future cash flows of the company. Projected future cash flows consider the historical performance of the
company as well as current and projected market participant performance. Discount rates are estimated based on current market conditions
and past experience in the private company marketplace and are subjective in nature. We will apply liquidity and other discounts
we deem appropriate to equity valuations where applicable.
Asset approach—
We consider
the asset approach to determine the fair value of significantly deteriorated investments demonstrating circumstances indicative
of a liquidation analysis. This situation may arise when a portfolio company: 1) cannot generate adequate cash flow to meet the
principal and interest payments on its indebtedness; 2) is not successful in refinancing its debt upon maturity; 3) we believe
the credit quality of a loan has deteriorated due to changes in the business and underlying asset or market conditions which may
result in the company’s inability to meet future obligations; or 4) the portfolio company’s reorganization or bankruptcy.
Consideration is also given as to whether a liquidation event would be orderly or forced.
We base adjustments upon such factors
as the portfolio company’s earnings, cash flow and net worth, the market prices for similar securities of comparable companies,
an assessment of the company’s current and future financial prospects and various other factors and assumptions. In the case
of unsuccessful operations, we may base a portfolio company’s fair value upon the company’s estimated liquidation value.
Fair valuations are necessarily subjective, and management’s estimate of fair value may differ materially from amounts actually
received upon the disposition of its portfolio securities. 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 to determine if a debt security has been impaired.
The Audit Committee of the Board of
Directors may engage independent, third-party valuation firms to conduct independent appraisals and review management’s preliminary
valuations of each privately-held investment in order to make their own independent assessment. Any third-party valuation data
would be considered as one of many factors in a fair value determination. The Audit Committee then would recommend the fair values
for all privately-held securities based on all relevant factors to the Board of Directors for final approval.
Because
of the inherent uncertainty of the valuation of portfolio securities which do not have readily ascertainable market values,
amounting to $15.1 million and $13.3 million as of June 30, 2014 and December 31, 2013, respectively, our fair value
determinations may materially differ from the values that would have been used had a ready market existed for the securities.
As of June 30, 2014, one of our portfolio investments, 395,839 common shares of MVC was publicly listed on the NYSE and our
holding of €1,200,790 [$1.5 million] in 6-year notes of OPG was publicly listed on the Luxembourg Stock Exchange. As of
December 31, 2013, the 73,666 ordinary shares of OPG were publicly listed on the NYSE Euronext Paris Exchange, and our
holding of €1,200,790 [$1.5 million] in 6-year OPG Notes was listed on the Luxembourg Stock Exchange. On April 3, 2014,
we sold all of our 73,666 remaining shares of OPG, wherein we received $61,867 in net proceeds and reported a realized loss
of $0.06 million. However, during the six months ended June 30, 2014 and the year ended December 31,
2013, there had been no significant trading activity in the OPG Notes.
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 reports those amounts to Lipper Analytical Services, Inc.
Our net asset value appears in various publications, including
Barron’s
and
The 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 we own more than 25% of the voting securities or maintain greater than 50% representation on the portfolio company’s
governing board. 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.
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 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 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.
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 record it as interest income.
To maintain our status as a RIC, we may be required to 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.
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 & Temporary Cash Investments” used for purposes of complying with RIC requirements from cash equivalents.
See Note 2 for further discussion of the Fund’s RIC borrowings.
Income Taxes
—We intend
to comply with the requirements of the Internal Revenue Code necessary for us to qualify as a RIC. So long as we comply with these
requirements, we generally will not be subject to corporate-level federal income taxes on otherwise taxable income (including net
realized capital gains) distributed to stockholders. Therefore, we did not record a provision for federal income taxes in our financial
statements. We borrow money from time to time to maintain our tax status under the Internal Revenue Code as a RIC. See Note 2 for
further discussion of our RIC borrowings.
All corporations incorporated 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 $0.01 million for the year ended December 31, 2013.
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 did not owe Texas state income tax for the year ended December 31, 2013.
Fair Value Measurement
—Fair
value is defined as 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. We have categorized all investments recorded at fair value based upon the
level of judgment associated with the inputs used to measure their fair value. Hierarchical levels, directly related to the amount
of subjectivity associated with the inputs to fair valuation of these assets and liabilities, are as follows:
Level 1—Inputs are unadjusted,
quoted prices in active markets for identical assets at the measurement date. The types of assets carried at Level 1 fair value
generally are equities listed in active markets.
Level 2—Inputs (other than quoted
prices included in Level 1) are either directly or indirectly observable for the asset in connection with market data at the measurement
date and for the extent of the instrument’s anticipated life. Fair valued assets that are generally included in this category
are warrants held in a public company.
Level 3—Inputs reflect our best
estimate of what market participants would use in pricing the asset at the measurement date. It includes prices or valuations that
require inputs that are both significant to the fair value measurement and unobservable. Generally, assets carried at fair value
and included in this category are debt, warrants and/or other equity investments held in a private company. As previously described,
we consider a two step process when appraising investments of privately held companies. The first step involves determining the
enterprise value of the portfolio company. During this step, we consider three different valuation approaches: a market approach,
an income approach, and a cost approach. The particular facts and circumstances of each portfolio company determine which approach,
or combination of approaches, will be utilized. The second step when appraising equity investments of privately held companies
involves allocating value to the various debt and equity securities of the company. We allocate value to these securities based
on their relative priorities. For equity securities such as warrants, we may also incorporate alternative methodologies including
the Black-Scholes Option Pricing Model. Yield analysis is also employed to determine if a debt security has been impaired.
We will 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.
As of June 30, 2014, 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 (unaudited):
|
|
Fair Value Measurements as
of June 30, 2014
|
(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
|
|
$
|
12,044
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
12,044
|
|
Affiliate investments
|
|
|
968
|
|
|
|
—
|
|
|
|
—
|
|
|
|
968
|
|
Non-affiliate investments
|
|
|
7,202
|
|
|
|
—
|
|
|
|
5,126
|
|
|
|
2,076
|
|
Total investments
|
|
$
|
20,214
|
|
|
$
|
—
|
|
|
$
|
5,126
|
|
|
$
|
15,088
|
|
As of December 31, 2013, 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, 2013
|
(in thousands)
|
|
Total
|
|
Quoted Prices in
Active Markets
for Identical
l Assets
(Level 1)
|
|
Significant Other
Observable Input
(Level 2)
|
|
Significant
Unobservable
Inputs
(Level 3)
|
Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investments:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Control investments
|
|
$
|
11,105
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
11,105
|
|
Affiliate investments
|
|
|
250
|
|
|
|
—
|
|
|
|
—
|
|
|
|
250
|
|
Non-affiliate investments
|
|
|
2,149
|
|
|
|
169
|
|
|
|
—
|
|
|
|
1,980
|
|
Total investments
|
|
|
13,504
|
|
|
|
169
|
|
|
|
—
|
|
|
|
13,335
|
|
Temporary cash investments
|
|
|
15,150
|
|
|
|
15,150
|
|
|
|
—
|
|
|
|
—
|
|
Total investments and temporary cash investments
|
|
$
|
28,654
|
|
|
$
|
15,319
|
|
|
$
|
—
|
|
|
$
|
13,335
|
|
The following table provides a reconciliation
of fair value changes during the six months ended June 30, 2014 for all investments for which we determine fair value using unobservable
(Level 3) factors (unaudited):
|
|
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, 2013
|
|
$
|
11,105
|
|
|
$
|
250
|
|
|
$
|
1,980
|
|
|
$
|
13,335
|
|
Realized losses
|
|
|
—
|
|
|
|
—
|
|
|
|
(63
|
)
|
|
|
(63
|
)
|
Change in unrealized appreciation (depreciation)
|
|
|
800
|
|
|
|
718
|
|
|
|
(21
|
)
|
|
|
1,497
|
|
Purchases of portfolio securities
|
|
|
139
|
|
|
|
—
|
|
|
|
117
|
|
|
|
256
|
|
Proceeds from sales/dispositions
|
|
|
—
|
|
|
|
—
|
|
|
|
63
|
|
|
|
63
|
|
Fair value as of June 30, 2014 (unaudited)
|
|
$
|
12,044
|
|
|
$
|
968
|
|
|
$
|
2,076
|
|
|
$
|
15,088
|
|
The following table provides a reconciliation
of fair value changes during the six months ended June 30, 2013 for all investments for which we determine fair value using unobservable
(Level 3) factors (unaudited):
|
|
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, 2012
|
|
$
|
7,419
|
|
|
$
|
150
|
|
|
$
|
1,425
|
|
|
$
|
8,994
|
|
Realized losses
|
|
|
—
|
|
|
|
—
|
|
|
|
(1,795
|
)
|
|
|
(1,795
|
)
|
Change in unrealized appreciation (depreciation)
|
|
|
(531
|
)
|
|
|
—
|
|
|
|
1,777
|
|
|
|
1,246
|
|
Purchases of portfolio securities
|
|
|
169
|
|
|
|
—
|
|
|
|
—
|
|
|
|
169
|
|
Proceeds from sales/dispositions
|
|
|
—
|
|
|
|
—
|
|
|
|
(9
|
)
|
|
|
(9
|
)
|
Fair value as of June 30, 2013 (unaudited)
|
|
$
|
7,057
|
|
|
$
|
150
|
|
|
$
|
1,398
|
|
|
$
|
8,605
|
|
Significant Unobservable Inputs
— 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.
The following table summarizes the significant
observable inputs in the fair value measurements of our level 3 investments by category of investment and valuation technique as
of June 30, 2014 (unaudited):
|
|
|
|
|
|
|
|
|
|
|
Range
|
|
(in thousands)
|
|
|
Fair Value
|
|
|
Valuation Techniques
|
|
Unobservable Inputs
|
|
|
Minimum
|
|
|
|
Maximum
|
|
Secured and subordinated debt
|
|
$
|
5,104
|
|
|
Yield analysis
|
|
Market interest rate
|
|
|
2.5
|
%
|
|
|
10.5
|
%
|
|
|
|
|
|
|
Yield analysis
|
|
Discount for lack of marketability
|
|
|
2.5
|
%
|
|
|
12.0
|
%
|
|
|
|
|
|
|
Yield analysis
|
|
Discount for lack of marketability
|
|
|
7.2
|
%
|
|
|
25
|
%
|
|
|
|
|
|
|
Yield analysis
|
|
Control premium
|
|
|
12
|
%
|
|
|
171
|
%
|
|
|
|
|
|
|
New transaction
|
|
Discount
|
|
|
0
|
%
|
|
|
100
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common stock
|
|
|
968
|
|
|
Income/market approach
|
|
Market multiple/discount for lack of marketability/control premium
|
|
|
0
|
%
|
|
|
100
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Asset approach
|
|
Recovery rate
|
|
|
0
|
%
|
|
|
100
|
%
|
Limited liability company investments
|
|
|
9,016
|
|
|
Income/market approach
|
|
Reserve adjustment factors
|
|
|
75
|
%
|
|
|
100
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
15,088
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(4)
|
Related Party Transactions and Agreements
|
Except as noted below, as compensation
for services to the Fund, each Independent Director receives an annual fee of $20,000 paid quarterly in arrears, a fee of $2,000
for each meeting of the Board of Directors attended in person, a fee of $1,000 for participation in each telephonic meeting of
the Board and a fee of $1,000 for each committee meeting attended, and reimbursement of all out-of-pocket expenses relating to
attendance at such meetings. A quarterly fee of $15,000 is paid to the Chairman of the Audit Committee and a quarterly fee of $3,750
is paid to the Chairman of the Independent Directors. 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.
In 2011, Equus Energy, LLC, a wholly-owned
subsidiary of the Fund, entered into a consulting agreement with Global Energy Associates, LLC (“Global Energy”) to
provide consulting services for energy related investments. Henry W. Hankinson, Director, is a managing partner and co-founder
of Global Energy. Payments to Global Energy totaled $37,500 for each of the six months ended June 30, 2014 and 2013.
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 $250 per
hour for services rendered.
We will pay out net investment income
and/or realized capital gains, if any, on an annual basis as required under the 1940 Act.
On April 3, 2014, we
sold all of our 73,666 remaining shares of OPG, wherein we received $61,867 in net proceeds and reported a realized loss of
$0.06 million.
During the six months
ended June, 2014, we capitalized legal and consulting expenses of $0.1 million relating to Spectrum Management. We also
received a semi-annual interest payment of $0.04 million in cash and $0.1 million in the form of PIK’d interest in
respect of our €1.2 million [$1.5 million] in OPG notes. On May 14, 2014, we sold to MVC 2,112,000 shares of the
Fund’s common stock in exchange for 395,839 shares of MVC. (see
Plan of Reorganization
below).
During the six months
ended June, 2014, we realized net capital gains of $0.7 million related to our Share Exchange with MVC (see
Plan of Reorganization
below).
Net unrealized depreciation on investments
decreased $1.0 million during the six months ended June 30, 2014, to a net unrealized depreciation of $3.0 million. Such decrease
in unrealized depreciation is largely due to the following changes:
|
(i)
|
Increase in fair value of our holding in Equus Energy, LLC of $0.8 million due to an
increase in comparable transactions for mineral leases, continued improved economic conditions, industry outlook, pricing
assumptions, as well as
additional proved
reserves from new
drilling and recompletion
activities.
|
|
(ii)
|
Increase in fair value of our shareholding in PalletOne, Inc. of $0.7 million due to an
improvement in the industry sector for packaging companies and continued revenue and earnings growth.
|
|
(iii)
|
Decrease in fair value of our
shareholding in MVC of $0.4 million due to a
difference between our
cost basis
in the MVC shares and the closing trading price of the MVC shares on June 30, 2014. Our cost basis included
the closing trading price of the shares on
May 14,
2014 (the closing date of the Share Exchange) as well as capitalized transaction costs of $0.5 million incurred in connection
with the Share
Exchange.
|
During the six months ended June 30,
2013, we capitalized legal and consulting expenses of $0.2 million relating to Spectrum Management, LLC. We also received a semi-annual
interest payment of $0.03 million and a 5.75% partial principal repayment of $0.01 million in respect of our €1.2 million
[$1.5 million] in OPG notes.
During the six months ended June 30,
2013, we realized capital losses of $1.8 million due to the asset sale of The Bradshaw Group to PartsNow! LLC. The structure and
pricing of the transaction was such that only the Class A preferred shareholders received any proceeds. There were no proceeds
to the other equity classes, including the Classes B, D, and E preferred stock and warrants owned by the Fund. The Fund invested
in Bradshaw in May 2000 and the Fund’s investment has been valued at $0 since 2002.
Net unrealized depreciation on investments
decreased to $16.0 million during the six months ended June 30, 2013, from a net unrealized depreciation of $17.2 million.
Such decrease in unrealized depreciation is largely due to the following changes:
|
(i)
|
Decrease in fair value of our holding in Equus Energy, LLC of $0.1 million due to operating expenses.
|
|
(ii)
|
Decrease in fair value of our holdings in Spectrum Management, LLC of $0.3 million due to a decline
in operating performance and $0.2 million in capitalized legal and consulting expenses.
|
|
(iii)
|
Transfer of unrealized loss to realized loss of our holding in The Bradshaw Group (“Bradshaw”)
of $1.8 million upon the asset sale of the investment.
|
|
(7)
|
Plan
of Reorganization - Share Exchange with MVC Capital
|
On May 14, 2014, we announced
that the Fund intended to effect a reorganization pursuant to Section 2(a)(33) of the 1940 Act. As a first step to consummating
the 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 business development company
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. The number of MVC shares received by Equus represents approximately 1.73% of MVC’s
total outstanding shares of common stock.
Our shares were issued at
the EQS closing stock price on May 14, 2014. The investment in MVC was recorded at MVC’s closing stock price on the same
date. This transaction resulted in a realized gain of $0.7 million.
Pursuant to the terms of
a Share Exchange Agreement, dated May 14, 2014, entered into by Equus and MVC which memorialized the Exchange, we intend to finalize
the reorganization by pursuing a merger or consolidation with MVC, or a subsidiary of MVC, or one or more of MVC’s portfolio
companies (the “Consolidation”). Absent Equus merging or consolidating with/into MVC, our current intention is for
Equus to (i) consummate the Consolidation, (ii) terminate its election to be classified as a business development company under
the 1940 Act, and (iii) be restructured as a publicly-traded operating company focused on the energy and/or financial services
sector.
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 in 132 producing and non-producing oil and gas wells. The working
interests include associated development rights of approximately 21,620 acres situated on 13 separate properties in Texas and Oklahoma.
The working interests range from a
de 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 producing
well interests located in the Conger Field, a productive oil and gas field on the edge of the Permian Basin that has experienced
successful gas and hydrocarbon extraction in multiple formations. Equus Energy, which holds a 50% working interest in each of these
Conger Field wells, is working with Chevron 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. Two recompletions in the Conger Field have been effected since the
closing date of the acquisition of the working interests and a third recompletion is planned during the third quarter of 2014,
with additional recompletions anticipated for the remainder of 2014 and beyond. 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 (appx. 8,500 feet) on 2,400
acres in the Conger Field. Also included in the interests acquired by Equus Energy are working interests of 7.5% and 2.5% in the
Burnell and North Pettus Units, respectively, which collectively comprise approximately 13,000 acres located in the area known
as the “Eagle Ford Shale” play.
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 statement of
assets and liabilities. Our investment in Equus Energy is valued in accordance with our normal valuation procedures and is based
on the values of the underlying assets held by EQS Energy Holdings, Inc. a wholly-owned subsidiary of Equus Energy, net of associated
liabilities.
Below is summarized consolidated financial information for Equus Energy as of June 30, 2014 and December 31,
2013 and for the three and six months ended June, 2014 and 2013, respectively, (in thousands).
EQUUS
ENERGY LLC
|
BALANCE
SHEETS
|
(Unaudited)
|
|
|
June
30,
2014
|
|
December
31,
2013
|
Assets
|
|
|
|
|
|
|
|
|
Current
assets:
|
|
|
|
|
|
|
|
|
Cash
and cash equivalents
|
|
$
|
427
|
|
|
$
|
486
|
|
Accounts
receivable
|
|
|
208
|
|
|
|
288
|
|
Prepaid expenses
|
|
|
92
|
|
|
|
—
|
|
Total
current assets
|
|
|
727
|
|
|
|
774
|
|
Oil
and gas properties
|
|
|
7,801
|
|
|
|
7,700
|
|
Less:
accumulated depletion, depreciation and amortization
|
|
|
(1,475
|
)
|
|
|
(983
|
)
|
Net
oil and gas properties
|
|
|
6,326
|
|
|
|
6,717
|
|
Other
non-current investment
|
|
|
178
|
|
|
|
—
|
|
Total
assets
|
|
$
|
7,231
|
|
|
$
|
7,491
|
|
Liabilities
and members' capital
|
|
|
|
|
|
|
|
|
Current
liabilities:
|
|
|
|
|
|
|
|
|
Accounts
payable and other
|
|
$
|
109
|
|
|
$
|
324
|
|
Due
to affiliate
|
|
|
566
|
|
|
|
364
|
|
Total
current liabilities
|
|
|
675
|
|
|
|
688
|
|
Asset
retirement obligations
|
|
|
181
|
|
|
|
178
|
|
Total
liabilities
|
|
|
856
|
|
|
|
866
|
|
Members'
capital
|
|
|
|
|
|
|
|
|
Total
members' capital
|
|
|
6,375
|
|
|
|
6,625
|
|
Total
liabilities and members' capital
|
|
$
|
7,231
|
|
|
$
|
7,491
|
|
Revenue and direct operating expenses
for the various oil and gas assets included in the accompanying statements represent the net collective working and revenue interests
acquired by Equus Energy. The revenue and direct operating expenses presented herein relate only to the interests in the producing
oil and natural gas properties and do not represent all 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 revenue and direct operating expenses 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 revenue and direct operating expenses 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.
EQUUS
ENERGY, LLC
|
STATEMENTS
OF OPERATIONS
|
(Unaudited)
|
|
|
|
Three
months ended June 30
,
|
|
Six
months ended June 30,
|
|
|
2014
|
|
2013
|
|
2014
|
|
2013
|
|
|
|
|
|
|
|
|
|
Operating
revenue
|
|
$
|
532
|
|
|
$
|
601
|
|
|
$
|
1,072
|
|
|
$
|
1,206
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating
expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Direct
operating expenses
|
|
|
261
|
|
|
|
324
|
|
|
|
596
|
|
|
|
652
|
|
Depletion,
depreciation, amortization and accretion
|
|
|
298
|
|
|
|
195
|
|
|
|
494
|
|
|
|
518
|
|
General
and administrative
|
|
|
80
|
|
|
|
(28
|
)
|
|
|
232
|
|
|
|
159
|
|
Total
operating expenses
|
|
|
640
|
|
|
|
491
|
|
|
|
1,322
|
|
|
|
1,328
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating
income (loss) before income tax expense
|
|
|
(108
|
)
|
|
|
110
|
|
|
|
(250
|
)
|
|
|
(122
|
)
|
Income
tax
|
|
|
—
|
|
|
|
8
|
|
|
|
—
|
|
|
|
8
|
|
Net
income (loss)
|
|
$
|
(108
|
)
|
|
$
|
102
|
|
|
$
|
(250
|
)
|
|
$
|
(130
|
)
|
Critical Accounting Policies for
Equus Energy
– Equus Energy and its wholly-owned subsidiary EQS Energy Holdings, Inc. (collectively, the “Company”)
follow the
Full 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 and amortization expense for the Company’s oil and gas properties totaled $0.3 million and $0.2 million
for the three months ended June 30, 2014 and 2013, respectively and $0.5 million for the six months ended June 30, 2014 and
2013, respectively.
Capitalized oil and gas property costs
are limited to an amount (the ceiling limitation) equal to the sum of the following:
|
(a)
|
As of June 30, 2014, 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 their oil and gas properties during the six months ended June
30, 2014 and 2013.
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
is 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 summarized oil and gas information included herein.
Accounting Policy on Depletion
- 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.
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-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.
Management performed an evaluation of
the Fund’s activity through the date the financial statements were issued, noting there were no subsequent events.