SCHEDULE 12-14
EQUUS TOTAL RETURN, INC.
SCHEDULE OF INVESTMENTS IN AND ADVANCES TOAFFILIATES
| (in thousands) · Year Ended December 31, 2024 |
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| Portfolio Company | Investment (a) | Amount of Interest or Dividend Credited to Income(e) | As of December 31, 2023 Fair Value | Gross Additions(b) | Gross Reductions(c) | Decrease in Unrealized Appreciation / Depreciation | As of December 31, 2024 Fair Value |
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| Control Investments: Majority-owned |
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| Equus Energy, LLC | Member interest (100%) | $— | $10,000 | $— | $— | $(6,000) | $4,000 |
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| Morgan E&P, LLC | Member interest (100%) | | 22,600 | — | — | (9,600) | 13,000 |
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| - | 12% senior secured promissory note(d) | 1,470 | 8,253 | 2,247 | — | — | 10,500 |
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| Total Control Investments: Majority-owned | | 1,470 | 40,853 | 2,247 | — | (15,600) | 27,500 |
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| Total Control Investments | | $1,470 | $40,853 | $2,247 | $— | $(15,600) | $27,500 |
|---|
This schedule should be read in conjunction with our Financial Statements, including ourSchedule of Investments and Notes 3 and 4 to the Financial Statements.
(a)
Common stock, warrants, options and equity interests are generally non-income producing and restricted. In some cases, preferred stock may also be non-income producing. The principal amount for debt and the number of shares of common stock and preferred stock is shown in the Schedule of Portfolio Securities as of December 31, 2024.
(b)
Gross additions include increases in investments resulting from new portfolio company investments, paid-in-kind interest or dividends, the amortization of discounts and fees, and the exchange of one ormore
existing securities for one or more new securities. Gross additions also include net increases in unrealized appreciation or net decreases in unrealized depreciation.
(c)
Gross reductions include decreases in investments resulting from principal collections related to investment repayments or sales and the exchange of one or more existing securities for one or more new securities. Gross reductions also include net increases in unrealized depreciation or net decreases in unrealized appreciation.
(d)
Debt is on an accrual status as of December 31, 2024, and is therefore considered income producing.
(e)
Represents the total amount of interest or dividends credited to income for the portion of the year an investment was a control investment (more than 25% owned) or an affiliate investment (5% to 25%owned),
respectively. All dividend income is non-cash unless otherwise noted.
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(a)(2)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 Current Report on Form 8-K filed on January 21, 2021.] |
| (b) | Certificate of Merger dated June 30, 1993, between the Fund and Equus Investments Incorporated. [Incorporated by reference to Exhibit 3(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) to Registrant’s Current Report on Form 8-K filed on December 23, 2010.] |
| (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 certain of its directors and 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) | 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.] |
| 23. | Consent of Experts and Counsel * |
| (1) | Consent of Independent Accountants, BDO USA, P.C., regarding the Fund |
| (2) | Consent of Independent Accountants, BDO USA, P.C., regarding Equus Energy, LLC |
| (3) | Consent of Independent Accountants, BDO USA, P.C., regarding Morgan E&P, LLC |
| 31. | Rule 13a-14(a)/15d-14(a) Certifications * |
| (1) | Certification by Chief Executive Officer |
| (2) | Certification by Chief Financial Officer |
| 32. | Section 1350 Certification * |
| (1) | Certification by Chief Executive Officer |
| (2) | Certification by Chief Financial Officer |
| 97. | Policy Relating to Recovery of Erroneously Awarded Compensation |
| (1) | Equus Total Return, Inc. Compensation Recoupment Policy [Incorporated by reference to Exhibit 97.1 to Registrant’s Annual Report on Form 10-K for the year ended December 31, 2023.] |
| 99. | Equus Energy, LLC and Subsidiary and Morgan E&P, LLC * |
| (1) | Consolidated Financial Statements of Equus Energy, LLC and Subsidiary as of December 31, 2024 and 2022 and for the years ended December 31, 2024, 2023 and 2022 |
| (2) | Financial Statements of Morgan E&P, LLC as of December 31, 2024 for the year ended December 31, 2024 and the period from inception (April 3, 2023) through December 31, 2023 |
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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.
| EQUUS TOTAL RETURN, INC. | |
| Date:April 10, 2025 | | /S/ JOHN A. HARDY |
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| John A. Hardy |
| Chief Executive Officer (Principal Executive Officer) |
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.
| Signature | Title | Date |
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| /S/ FRASER ATKINSON | Director | April 10, 2025 |
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| Fraser Atkinson |
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| /S/ KENNETH I. DENOS | Director, Secretary and Chief Compliance Officer | April 10, 2025 |
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| Kenneth I. Denos |
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| /S/ HENRY W. HANKINSON | Director | April 10, 2025 |
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| Henry W. Hankinson |
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| /S/ JOHN J. MAY | Director | April 10, 2025 |
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| John J. May |
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| /S/ JOHN A. HARDY | Director, Chief Executive Officer (Principal Executive Officer) | April 10, 2025 |
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| John A. Hardy |
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| /S/ L’SHERYL D. HUDSON | Senior Vice President and Chief Financial Officer (Principal Financial and Accounting Officer) | April 10, 2025 |
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| L’Sheryl D. Hudson |
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