10-Q 1 a2048994z10-q.txt 10-Q FORM 10-Q SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 (Mark One) X QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE --- ACT OF 1934 For the quarterly period ended March 31, 2001 or --- TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 0-19509 EQUUS II INCORPORATED (Exact name of registrant as specified in its charter) Delaware 76-0345915 ------------------------------- ------------------------ (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 2929 Allen Parkway, Suite 2500 Houston, Texas 77019-2120 ------------------------------- ------------------------ (Address of principal (Zip Code) executive offices) 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 Securities registered pursuant to Section 12(g) of the Act: None 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 X No --- --- Approximate aggregate market value of common stock held by non-affiliates of the registrant: $46,481,191 computed on the basis of $9.05 per share, closing price of the common stock on the New York Stock Exchange Inc. on May 10, 2001. For the purpose of calculating this amount only, all directors and executive officers of the registrant have been treated as affiliates. There were 6,568,076 shares of the registrant's common stock, $.001 par value, outstanding, as of May 10, 2001. The net asset value of a share at March 31, 2001 was $14.55. Documents incorporated by reference: None EQUUS II INCORPORATED (A Delaware Corporation) INDEX
PART I. FINANCIAL INFORMATION PAGE Item 1. Financial Statements Balance Sheets - March 31, 2001 and December 31, 2000 ................................................. 1 Statements of Operations - For the three months ended March 31, 2001 and 2000 ................................... 2 Statements of Changes in Net Assets - For the three months ended March 31, 2001 and 2000..................................... 3 Statements of Cash Flows - For the three months ended March 31, 2001 and 2000..................................... 4 Selected Per Share Data and Ratios - For the three months ended March 31, 2001 and 2000 .................................... 6 Schedule of Portfolio Securities - March 31, 2001 ........................................................................ 7 Notes to Financial Statements ............................................................ 13 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations ...................................................... 18 Item 3. Quantitative and Qualitative Disclosure about Market Risk................................. 22 PART II. OTHER INFORMATION Item 6. Exhibits and Reports on Form 8-K ......................................................... 22 SIGNATURE ................................................................................................. 22
PART I. FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS EQUUS II INCORPORATED BALANCE SHEETS MARCH 31, 2001 AND DECEMBER 31, 2000 (Unaudited)
2001 2000 ---- ---- ASSETS Investments in portfolio securities at fair value (cost $91,923,332 and $94,936,875, respectively) $ 82,504,000 $ 94,117,912 Temporary cash investments, at cost which approximates fair value 65,030,292 77,041,332 Cash 599,093 2,200 Accounts receivable 14,384 867 Accrued interest receivable 5,080,102 4,855,256 ------------- ------------- Total assets 153,227,871 176,017,567 ------------- ------------- LIABILITIES AND NET ASSETS Liabilities: Accounts payable 158,771 338,178 Due to management company 429,199 454,624 Notes payable to bank 66,800,000 84,300,000 ------------- ------------- Total liabilities 67,387,970 85,092,802 ------------- ------------- Commitments and contingencies Net assets: Preferred stock, $.001 par value, 5,000,000 shares authorized, no shares outstanding -- -- Common stock, $.001 par value, 25,000,000 shares authorized, 6,671,577 and 6,674,577 shares outstanding 6,672 6,675 Additional paid-in capital 98,397,154 98,046,809 Notes receivable from officers related to 771,927 shares of common stock (10,132,925) (10,132,925) Undistributed net investment income -- 36,936 Undistributed net capital gains 6,988,332 3,786,233 Unrealized depreciation of portfolio securities, net (9,419,332) (818,963) ------------- ------------- Total net assets $ 85,839,901 $ 90,924,765 ============= ============= Net assets per share $ 14.55 $ 15.40 ============= =============
The accompanying notes are an integral part of these financial statements 1 EQUUS II INCORPORATED STATEMENTS OF OPERATIONS FOR THE THREE MONTHS ENDED MARCH 31, 2001 AND 2000 (Unaudited)
2001 2000 ---- ---- Investment income: Income from portfolio securities $ 843,424 $ 1,695,481 Interest from temporary cash investments 26,121 26,172 Interest on notes receivable from officers 23,448 24,579 ------------ ----------- Total investment income 892,993 1,746,232 ------------ ----------- Expenses: Management fees 429,199 505,962 Director fees and expenses 76,325 59,383 Professional fees 77,635 53,171 Administrative fees 12,500 12,500 Mailing, printing and other expenses 25,678 18,560 Interest expense 39,905 389,681 Franchise taxes 3,860 3,700 ------------ ----------- Total expenses 665,102 1,042,957 ------------ ----------- Net investment income 227,891 703,275 ------------ ----------- Realized gain on sales of portfolio securities, net 3,202,098 738,049 ------------ ----------- Unrealized depreciation of portfolio securities, net: End of period (9,419,332) (1,056,702) Beginning of period (818,963) (1,100,588) ------------ ----------- (Increase) decrease in unrealized depreciation, net (8,600,369) 43,886 ------------ ----------- Total increase (decrease) in net assets from operations $ (5,170,380) $ 1,485,210 ============ ===========
The accompanying notes are an integral part of these financial statements 2 EQUUS II INCORPORATED STATEMENTS OF CHANGES IN NET ASSETS FOR THE THREE MONTHS ENDED MARCH 31, 2001 AND 2000 (Unaudited)
2001 2000 ---- ---- Operations: Net investment income $ 227,891 $ 703,275 Realized gain on sales of portfolio securities, net 3,202,098 738,049 (Increase) decrease in unrealized depreciation of portfolio securities, net (8,600,369) 43,886 ------------ ------------- Increase (decrease) in net assets from operations (5,170,380) 1,485,210 ------------ ------------- Capital Transactions: Interest on non-recourse portion of officer notes 111,972 111,972 Repurchase shares of common stock (26,456) (1,823,595) ------------ ------------- Increase (decrease) in net assets from capital transactions 85,516 (1,711,623) ------------ ------------- Decrease in net assets (5,084,864) (226,413) Net assets at beginning of period 90,924,765 101,418,820 ------------ ------------- Net assets at end of period $ 85,839,901 $ 101,192,407 ============ =============
The accompanying notes are an integral part of these financial statements 3 EQUUS II INCORPORATED STATEMENTS OF CASH FLOWS FOR THE THREE MONTHS ENDED MARCH 31, 2001 AND 2000 (Unaudited)
2001 2000 ---- ---- Cash flows from operating activities: Interest and dividends received $ 221,551 $ 1,015,960 Cash paid to management company, directors, bank and suppliers (896,390) (1,182,501) ------------ ------------ Net cash used by operating activities (674,839) (166,541) ------------ ------------ Cash flows from investing activities: Purchase of portfolio securities (3,225,792) (1,914,311) Proceeds from sales of portfolio securities 10,000,000 996,364 Principal payments from portfolio companies - 3,722,349 Advances to portfolio companies (13,516) 35,334 ------------ ------------ Net cash provided by investing activities 6,760,692 2,839,736 ------------ ------------ Cash flows from financing activities: Advances from bank 68,300,000 48,950,000 Repayments to bank (85,800,000) (61,250,000) Repurchase of common stock -- (1,813,107) Payments received on officer notes -- 991,161 Dividend payments -- (6,023) ------------ ------------ Net cash used by financing activities (17,500,000) (13,127,969) ------------ ------------ Net decrease in cash and cash equivalents (11,414,147) (10,454,774) Cash and cash equivalents at beginning of period 77,043,532 55,819,682 ------------ ------------ Cash and cash equivalents at end of period $ 65,629,385 $ 45,364,908 ============ ============
The accompanying notes are an integral part of these financial statements 4 EQUUS II INCORPORATED STATEMENTS OF CASH FLOWS FOR THE THREE MONTHS ENDED MARCH 31, 2001 AND 2000 (Unaudited) (Continued)
2001 2000 ---- ---- Reconciliation of increase (decrease) in net assets from operations to net cash used by operating activities: Increase (decrease) in net assets from operations $ (5,170,380) $ 1,485,210 Adjustments to reconcile increase (decrease) in net assets from operations to net cash used by operating activities: Realized gain on sale of portfolio securities, net (3,202,098) (738,049) Increase (decrease) in unrealized depreciation, net 8,600,369 (43,886) Accrued interest and dividends exchanged for portfolio securities (558,567) (437,099) Increase in accrued interest receivable (224,846) (405,145) Interest income on non-recourse portion of officer notes 111,972 111,972 Decrease in accounts payable (205,864) (138,412) Decrease in due to management company (25,425) (1,132) ------------ ----------- Net cash used by operating activities $ (674,839) $ (166,541) ============ ===========
The accompanying notes are an integral part of these financial statements 5 EQUUS II INCORPORATED SUPPLEMENTAL INFORMATION - SELECTED PER SHARE DATA AND RATIOS FOR THE THREE MONTHS ENDED MARCH 31, 2001 AND 2000 (Unaudited)
2001 2000 ---- ---- Investment income $ 0.15 $ 0.29 Expenses 0.11 0.17 ------- ------ Net investment income 0.04 0.12 Realized gain on sale of portfolio securities, net 0.54 0.12 Increase in unrealized depreciation of portfolio securities, net (1.46) -- ------- ------ Increase (decrease) in net assets from operations (0.88) 0.24 ------- ------ Capital Transactions: Interest on non-recourse portion of officer notes 0.02 0.02 Effect of common stock repurchase 0.01 0.19 ------- ------ Increase in net assets from capital transactions 0.03 0.21 ------- ------ Net increase (decrease) in net assets (0.85) 0.45 Net assets at beginning of period 15.40 16.61 ------- ------ Net assets at end of period $ 14.55 $17.06 ======= ====== Ratio of expenses to average net assets 0.75% 1.03% Ratio of net investment income to average net assets 0.26% 0.69% Ratio of increase (decrease) in net assets from operations to average net assets (5.85)% 1.47%
The accompanying notes are an integral part of these financial statements 6 EQUUS II INCORPORATED SCHEDULE OF PORTFOLIO SECURITIES MARCH 31, 2001 (Unaudited)
DATE OF PORTFOLIO COMPANY INITIAL INVESTMENT COST FAIR VALUE ----------------- ------------------ ---- ---------- A. C. LIQUIDATING CORPORATION February 1985 Asset held for liquidation -10% secured promissory notes $ 188,014 $ -- AMERICAN TRENCHLESS TECHNOLOGY, LLC February 2001 Boring, tunneling and directional drilling -100,000 shares of preferred stock 1,000,000 1,000,000 -1,934,532 shares of common stock 116,550 116,550 THE BRADSHAW GROUP May 2000 Sells and services midrange and high-speed printing equipment -1,335,000 shares of preferred stock 1,335,000 835,000 -Warrant to buy 2,229,450 shares of common stock for $0.01 through May 2008 1 1 CHAMPION WINDOW, INC. March 1999 Primary aluminum window manufacturer & distributor -1,400,000 shares of common stock 1,400,000 5,600,000 -20,000 shares of preferred stock 2,000,000 2,337,500 CONTAINER ACQUISITION, INC. February 1997 Shipping container repair & storage -1,370,000 shares of common stock 1,370,000 2,870,000 -67,527 shares of preferred stock 6,752,700 6,752,700 -Conditional warrant to buy up to 370,588 shares of common stock at $0.01 through June 2003 1,000 1,000 CRC HOLDINGS, CORP. June 1997 Pipeline construction and automatic welding equipment -Earnout receivable 1,192,114 -- THE DRILLTEC CORPORATION August 1998 Provides protection & packaging for pipe & tubing -Prime + 9.75% promissory note 1,000,000 1,000,000 -Warrant to buy 10% of the common equity for $100 through September 2002 -- --
The accompanying notes are an integral part of these financial statements 7 EQUUS II INCORPORATED SCHEDULE OF PORTFOLIO SECURITIES MARCH 31, 2001 (UNAUDITED)
DATE OF PORTFOLIO COMPANY INITIAL INVESTMENT COST FAIR VALUE ----------------- ------------------ ---- ---------- EQUICOM, INC. July 1997 Radio stations -452,000 shares of common stock $ 141,250 $ -- -657,611 shares of preferred stock 6,576,110 2,000,000 -10% promissory note 2,562,250 2,562,250 EQUIPMENT SUPPORT SERVICES, INC. December 1999 Equipment rental -35,000 shares of common stock 101,500 -- -35,000 shares of preferred stock 1,929,000 1,362,000 -8% promissory note 1,138,000 1,138,000 FS STRATEGIES, INC. June 2000 Temporary staffing and web-based human RESOURCES PROVIDER -110,000 shares of common stock 5,500,000 2,000,000 GCS RE, INC. February 1989 Investment in real estate -1,000 shares of common stock 132,910 600,000 HOT & COOL HOLDINGS, INC. March 1996 Radiator manufacturer & distributor -9% subordinated note 1,075,000 -- -10% subordinated notes 2,200,000 -- -12% promissory notes 2,500,000 -- -Warrant to buy up to 14,942 shares of common stock at $0.01 per share through March 2006 -- -- -Warrant to buy 10,000 shares of common stock at $0.01 through February 2003 -- -- NCI BUILDING SYSTEMS, INC. (NYSE - NCS) April 1989 Design & manufacture metal buildings -200,000 shares of common stock 159,784 3,380,000
The accompanying notes are an integral part of these financial statements 8 EQUUS II INCORPORATED SCHEDULE OF PORTFOLIO SECURITIES MARCH 31, 2001 (UNAUDITED)
DATE OF PORTFOLIO COMPANY INITIAL INVESTMENT COST FAIR VALUE ----------------- ------------------ ---- ----------- PETROCON ENGINEERING, INC. September 1998 Engineering, systems & construction management -12% promissory note $ 4,663,356 $ 4,663,356 -887,338 shares of common stock 635 635 -8% Series B junior subordinated promissory note 2,659,332 2,659,332 -Warrant to buy up to 1,552,571 shares of common -- -- stock at $0.01 per share through March 2009 RAYTEL MEDICAL CORPORATION (NASDAQ - RTEL) August 1997 Cardiovascular centers -33,073 shares of common stock 330,730 17,568 RELIANT WINDOW HOLDINGS, LLC February 2001 Aluminum & vinyl window manufacturer & distributor -36.86% membership interest 3,686 3,686 THE SERVICEMASTER COMPANY (NYSE-SVM) May 1999 Residential services -Warrant to buy up to 29,411 shares of common stock at $51 per share through September 2001 -- -- SOVEREIGN BUSINESS FORMS, INC. August 1996 Business forms manufacturer -16,740 shares of preferred stock 1,674,000 1,674,000 -15% promissory notes 2,925,011 2,925,011 -Warrant to buy 551,894 shares of common stock at $1 per share through August 2006 -- 1,062,890 -Warrant to buy 25,070 shares of common stock at $1.25 per share through October 2007 -- 42,015 -Warrant to buy 273,450 shares of common stock at $1 per share through October 2009 -- 526,637
The accompanying notes are an integral part of these financial statements 9 EQUUS II INCORPORATED SCHEDULE OF PORTFOLIO SECURITIES MARCH 31, 2001 (Unaudited)
DATE OF PORTFOLIO COMPANY INITIAL INVESTMENT COST FAIR VALUE ----------------- ------------------ ---- ----------- SPECTRUM MANAGEMENT, LLC December 1999 Business & personal property protection -285,000 units of Class A equity interest $ 2,850,000 $ 3,350,000 STERNHILL PARTNERS I, LP March 2000 Venture capital fund -3% limited partnership interest 1,200,000 1,275,000 STRATEGIC HOLDINGS, INC. September 1995 Processor of recycled glass -3,089,751 shares of common stock 3,088,389 -- -3,822,157 shares of Series B preferred stock 3,820,624 3,250,000 -15% promissory note 6,750,000 6,750,000 -Warrant to buy 225,000 shares of common stock at $0.4643 per share through August 2005 -- -- -Warrant to buy 100,000 shares of common stock at $1.50 per share through August 2005 -- -- -Warrant to buy 2,219,237 shares of common stock at $0.01 per share through November 2005 -- -- -1,000 shares of SMIP, Inc. common stock 150,000 -- -15% promissory note of SMIP, Inc. 175,000 175,000 SUMMIT/DPC PARTNERS, LP October 1995 Manufacturer of private label pet food -36.11% limited partnership interest 5,132,120 8,000,000 TRAVIS INTERNATIONAL, INC. December 1986 Speciality distribution -98,761 shares of common stock 5,397 1,500,000 TULSA INDUSTRIES, INC. December 1997 Manufacturer of oil & gas equipment -209,089 shares of common stock 5,500,000 1,500,000 -1,058 shares of Series B preferred stock 1,058,000 1,058,000 -Junior participation in promissory note 655,769 655,769
The accompanying notes are an integral part of these financial statements 10 EQUUS II INCORPORATED SCHEDULE OF PORTFOLIO SECURITIES MARCH 31, 2001 (Unaudited)
DATE OF PORTFOLIO COMPANY INITIAL INVESTMENT COST FAIR VALUE ----------------- ------------------ ---- ------------ TURFGRASS AMERICA, INC. May 1999 Grows, sells & installs warm season turfgrasses -3,167,756 shares of common stock $ 600,000 $ 600,000 -12% subordinated promissory note with a face amount of $4,000,000 3,625,000 3,625,000 UNITED INDUSTRIAL SERVICES, INC. July 1998 Field service for petrochemical & power generation industries -35,000 shares of preferred stock 3,500,000 2,500,000 -15% promissory note 585,000 585,000 -Warrant to buy 63,637 shares of common stock at $0.01 through June 2008 100 100 -Warrant to buy 18,887 shares of common stock at $0.01 through March 2011 -- -- VANGUARD VII, L.P. June 2000 Venture capital fund -1.3% limited partnership interest 600,000 550,000 ------------ ------------ Total $ 91,923,332 $ 82,504,000 ============ ============
Substantially all of the Fund's portfolio securities are restricted from public sale without prior registration under the Securities Act of 1933. The Fund negotiates certain aspects of the method and timing of the disposition of the Fund's investment in each portfolio company, including registration rights and related costs. In connection with the investments in Champion Window, Inc., Container Acquisition, Inc., The Drilltec Corporation, Hot & Cool Holdings, Inc., Sovereign Business Forms, Inc., Strategic Holdings, Inc., Turfgrass America, Inc. and United Industrial Services, Inc. rights have been obtained to demand the registration of such securities under the Securities Act of 1933, providing certain conditions are met. The Fund does not expect to incur significant costs, including costs of any such registration, in connection with the future disposition of its portfolio securities. As defined in the Investment Company Act of 1940, at March 31, 2001, the Fund was considered to have a controlling interest in Champion Window, Inc., Container Acquisition, Inc., The Drilltec Corporation, Equicom, Inc., Reliant Window Holdings, LLC, Sovereign Business Forms, Inc., Spectrum Management LLC, Strategic Holdings, Inc., Tulsa Industries, Inc. and United Industrial Services, Inc. Income was earned in the amount of $539,573 and $1,028,377 for the three months ended March 31, 2001 and 2000, respectively, on portfolio securities of companies in which the Fund has a controlling interest. The accompanying notes are an integral part of these financial statements 11 EQUUS II INCORPORATED SCHEDULE OF PORTFOLIO SECURITIES MARCH 31, 2001 (Unaudited) As defined in the Investment Company Act of 1940, all of the Fund's investments are in eligible portfolio companies. The Fund provides significant managerial assistance to all of the portfolio companies in which it has invested, except Equipment Support Services, Inc., Raytel Medical Corporation ("Raytel"), Sternhill Partners I, L.P., Summit/DPC Partners (Summit/DPC"), L.P. and Vanguard VII, L.P. The Fund provides significant managerial assistance to portfolio companies that comprise 85% of the total value of the investments in portfolio companies at March 31, 2001. The investments in portfolio securities held by the Fund are not geographically diversified. All of the Fund's portfolio companies (except for Raytel and Summit/DPC and certain investments in the venture capital funds) are headquartered in Texas, although several have significant operations in other states. The Fund's investments in portfolio securities consist of the following types of securities at March 31, 2001:
PERCENTAGE TYPE OF SECURITIES COST FAIR VALUE OF FAIR VALUE ------------------ ---- ---------- ------------- Secured and Subordinated Debt $32,701,732 $26,738,718 32.4% Preferred Stock 29,645,434 22,769,200 27.6% Common Stock 18,597,145 18,184,753 22.0% Limited Liability Company Investments 2,853,686 3,353,686 4.1% Limited Partnership Investments 6,932,120 9,825,000 11.9% Options and Warrants 1,101 1,632,643 2.0% Other 1,192,114 -- 0.0% ----------- ----------- ----- Total $91,923,332 $82,504,000 100.0% =========== =========== =====
The following is a summary by industry of the Fund's investments as of March 31, 2001: INDUSTRY FAIR VALUE PERCENTAGE -------- ---------- ---------- Business Products and Services $22,039,254 26.7% Industrial 16,876,650 20.5% Building Products 15,546,186 18.8% Energy 11,537,092 14.0% Consumer Goods and Services 8,017,568 9.7% Media 4,562,250 5.5% Venture Funds and other 2,425,000 3.0% Retailing/Distribution 1,500,000 1.8% ----------- ----- Total $82,504,000 100.0% =========== ===== 12 EQUUS II INCORPORATED NOTES TO FINANCIAL STATEMENTS MARCH 31, 2001 AND 2000 (Unaudited) (1) ORGANIZATION AND BUSINESS PURPOSE Equus II Incorporated (the "Fund"), a Delaware corporation with perpetual existence, 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. The shares of the Fund trade on the New York Stock Exchange under the symbol EQS. The Fund seeks 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. The Fund seeks to invest primarily in companies which intend to acquire other businesses, including leveraged buyouts. The Fund may also invest in recapitalizations of existing businesses or special situations from time to time. The Fund's investments in Portfolio Companies consist principally of equity securities such as common and preferred stock, but also include other equity-oriented securities such as debt convertible into common or preferred stock or debt combined with warrants, options or other rights to acquire common or preferred stock. Current income is not a significant factor in the selection of investments. The Fund elected to be treated as a business development company under the Investment Company Act of 1940, as amended. (2) MANAGEMENT The Fund has entered into a management agreement with Equus Capital Management Corporation, a Delaware corporation (the "Management Company"). Pursuant to such agreement, the Management Company performs certain services, including certain management and administrative services necessary for the operation of the Fund. The Management Company receives a management fee at an annual rate of 2% of the net assets of the Fund, paid quarterly in arrears. The Management Company also receives compensation for providing certain investor communication services, of which $12,500 is included in the accompanying Statements of Operations for each of the three months ended March 31, 2001 and 2000. The Management Company is controlled by a privately-owned corporation. As compensation for services rendered to the Fund, each director who is not an officer of the Fund receives an annual fee of $25,000 paid quarterly in arrears, a fee of $3,000 for each meeting of the Board of Directors attended in person, a fee of $1,500 for participation in each telephonic meeting of the Board of Directors and for each committee meeting attended ($500 for each committee meeting if attended on the same day as a Board Meeting), and reimbursement of all out-of-pocket expenses relating to attendance at such meetings. In addition, each director who is not an officer of the Fund is granted incentive stock options to purchase shares of the Fund's stock from time to time. (See Note 10). Certain officers and directors of the Fund serve as directors of Portfolio Companies, and may receive and retain fees, including non-employee director stock options, from such Portfolio Companies in consideration for such service. 13 (3) SIGNIFICANT ACCOUNTING POLICIES 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. Investments in companies whose securities are publicly traded are valued at their quoted market price, less a discount to reflect the estimated effects of restrictions on the sale of such securities ("Valuation Discount"), if applicable. Cost is used to approximate fair value of other investments until significant developments affecting an investment provide a basis for use of an appraisal valuation. Thereafter, portfolio investments are carried at appraised values as determined quarterly by the Management Company, subject to the approval of the Board of Directors. The fair market values of debt securities, which are generally held to maturity, are determined on the basis of the terms of the debt securities and the financial conditions of the issuer. Because of the inherent uncertainty of the valuation of portfolio securities which do not have readily ascertainable market values, amounting to $79,106,432 and $90,328,540 (including $22,459 in publicly-traded securities, net of a $1,518 Valuation Discount) at March 31, 2001 and December 31, 2000, respectively, the Fund's estimate of fair value may significantly differ from the fair value that would have been used had a ready market existed for the securities. Appraised values do not reflect brokers' fees or other normal selling costs or management incentive fees which might become payable on disposition of such investments. On a daily basis, the Fund adjusts its net asset value for the changes in the value of its publicly held securities and material changes in the value of its private securities and reports those amounts to Lipper Analytical Services, Inc. Weekly and daily net asset values appear in various publications, including BARRON'S and THE WALL STREET JOURNAL and the Fund's website, www.equuscap.com. Investment Transactions - Investment transactions are recorded on the accrual method. Realized gains and losses on investments sold are computed on a specific identification basis. Cash Flows - For purposes of the Statements of Cash Flows, the Fund considers all highly liquid temporary cash investments purchased with an original maturity of three months or less to be cash equivalents. Income Taxes - No provision for federal income taxes has been made in the accompanying financial statements as the Fund has qualified for pass-through treatment as a "regulated investment company" under Subchapter M of the Internal Revenue Code of 1986. As such, all net income is allocable to the stockholders for inclusion in their respective tax returns. Net capital losses are not allocable to the shareholders but can be carried over to offset future earnings of the Fund. (4) BOOK TO TAX RECONCILIATION The Fund accounts for dividends in accordance with Statement of Position 93-2 which relates to the amounts distributed by the Fund as net investment income or net capital gains, which are often not equal to the corresponding income or gains shown in the Fund's financial statements. The Internal Revenue Service approved the Fund's request, effective October 31, 1998, to change its year-end for determining capital gains for federal income tax purposes from December 31 to October 31, which allows current year dividends to be paid prior to the end of the calendar year. The Fund realized net capital gains of $3,202,098 and $738,049 for the three months ended March 31, 2001 and 2000, respectively. Therefore, for tax purposes, the Fund had net capital gains of $9,762,076 and $10,684,829 for the five months ended March 31, 2001 and 2000 of the 2001 and 2000 tax year, respectively. For the tax year ended October 31, 2000, the Fund had a net capital loss carryover of $2,773,744 that will be applied to future years. The Fund had net investment income for tax purposes of $339,863 and $815,247 for the three months ended March 31, 2001 and 2000, respectively. 14 The following is a reconciliation of the difference in the Fund's net realized gain or loss on the sale of portfolio securities for book and tax purposes. 2001 2000 ---- ---- Net realized gain on the sale of portfolio securities, book $ 3,202,098 $ 738,049 Undistributed 2000 net capital gains 6,559,978 -- Undistributed 1999 net capital gains -- 9,946,780 ----------- ----------- Net realized gain (loss) on the sale of portfolio securities, tax $ 9,762,076 $10,684,829 =========== =========== (5) DIVIDENDS The Fund declared no dividends during the three months ended March 31, 2001 and 2000, respectively. The Fund has adopted a policy to make dividend distributions of at least $0.60 per share on an annual basis. In the event that taxable income, including realized capital gains, exceeds $0.60 per share in any year, additional dividends may be declared to distribute such excess. (6) TEMPORARY CASH INVESTMENTS Temporary cash investments, which represent the short-term utilization of cash prior to investment in securities of portfolio companies, distributions to the shareholders or payment of loans and expenses, consist of $65,030,292 in money market accounts with Bank of America, N.A. earning interest at rates ranging from 3.68% to 3.85% per annum at March 31, 2001. (7) PORTFOLIO SECURITIES During the three months ended March 31, 2001, the Fund invested $1,120,236 in two new companies and made follow-on investments of $2,664,123 in five companies, including $558,567 in accrued interest and dividends received in the form of additional portfolio securities and accretion of original issue discount on a promissory note. In addition, the Fund realized a net capital gain of $3,202,098 during the three months ended March 31, 2001. During the three months ended March 31, 2000, the Fund invested $300,000 in one new company and made follow-on investments of $2,051,410 in seven companies, including $437,099 in accrued interest and dividends received in the form of additional portfolio securities and accretion of original issue discount on a promissory note. In addition, the Fund realized a net capital gain of $738,049 during the three months ended March 31, 2000. (8) NOTES PAYABLE TO BANK The Fund has a $100,000,000 line of credit promissory note with Bank of America N.A., with interest payable at 1/2% over the rate earned in its money market account. The Fund had $65,000,000 and $77,000,000 outstanding on such notes at March 31, 2001 and December 31, 2000, respectively, that was secured by $65,000,000 and $77,000,000 of the Fund's temporary cash investments. The line of credit promissory note expires July 1, 2001. 15 The Fund has a $32,500,000 revolving line of credit with Bank of America, N.A. that expires on July 1, 2001. The Fund had $1,800,000 and $7,300,000 outstanding under such line of credit at March 31, 2001 and December 31, 2000, respectively, which is secured by the Fund's investments in portfolio securities. The interest rate ranges from prime -1/2% to prime +1/4% or LIBOR + 1.65%. The Fund also pays interest at the rate of 1/4% per annum on the unused portion of the line of credit. The average daily balances outstanding on the Fund's notes payable during the three months ended March 31, 2001 and 2000, were $7,473,889 and $19,051,099, respectively. (9) STOCK OPTION PLAN Shareholders have approved the Equus II Incorporated 1997 Stock Incentive Plan ("Stock Incentive Plan"), which authorizes the Fund to issue options to the directors and officers of the Fund in an aggregate amount of up to 20% of the outstanding shares of common stock of the Fund. Implementation of this plan was subject to the receipt of an exemptive order from the Securities and Exchange Commission ("SEC"), which was received on May 8, 1997. The Stock Incentive Plan also provides that each director who is not an officer of the Fund is, on the first business day following each annual meeting, granted an incentive stock option to purchase 2,000 shares of the Fund's common stock. Under the Stock Incentive Plan, options to purchase 306,773 and 294,773 shares of the Fund's common stock with a weighted average exercise price of $18.71 and $19.07 per share were outstanding at March 31, 2001 and 2000, respectively. Outstanding options at March 31, 2001 have exercise prices ranging from $9.94 to $27.44 and expire in May 2007 through May 2010. No options were exercised during the three months ended March 31, 2001 and 2000. On September 30, 1999, options to purchase 654,358 shares of common stock of the Fund were exercised by the officers of the Fund for $17 per share. The exercise price of $11,124,086 was paid in the form of promissory notes from the officers to the Fund. The notes bear interest at 5.42% per annum, have limited recourse and are due on or before September 30, 2008. The notes are secured by the 654,358 shares, including any proceeds or dividends paid thereon. During 2000 and 1999, a dividend of $0.60 and $4.25 per share was paid by the Fund, respectively. As a result of these dividends paid in 2000 and 1999, 42,723 and 135,608 additional shares were issued to the officers and pledged to the Fund. In addition, principal payments of $991,161, representing 58,304 shares, were made on the notes. As a result of the additional shares issued and payments made, the notes are secured by 832,689 and 789,966 shares of common stock and the outstanding note balance is $10,132,925 at March 31, 2001 and 2000, respectively. The notes receivable, as well as 771,927 and 731,662 of such shares of pledged common stock, are not included in the Fund's net asset value per share as of March 31, 2001 and 2000, respectively. The shares of stock financed by the notes from the officers will be included in the net asset value per share as the shares are paid for or released from collateral. Shares may be released as payments on the notes are made or as the value of the collateral increases. Generally accepted accounting principles require that the options issued to the officers be accounted for using variable plan accounting due to the limited recourse provision of such notes. Additionally, the dividends paid on the non-recourse portion of the notes are required to be recorded as compensation expense in the statements of operations, and interest recorded on the non-recourse portion of the notes is required to be recorded as an increase to additional paid-in capital. Accordingly, for the three months ended March 31, 2001 and 2000, interest of $111,972 was credited to additional paid-in capital. Additionally, the limited recourse notes receivable from the officers are required to be recorded as a reduction of net assets. If the notes and the shares were included in the Fund's balance sheet, the net asset value would have been $14.39 and $16.71 per share at March 31, 2001 and 2000, respectively. As of March 31, 2001 and 2000, all outstanding options were "out of the money" and would not have had a dilutive effect on net assets per share if exercised, assuming the Fund would use the proceeds 16 from the exercise of such options to purchase shares at the market price pursuant to the treasury stock method. (10) COMMITMENTS AND CONTINGENCIES The Fund has made commitments to invest, under certain circumstances, up to an additional $250,000 in The Bradshaw Group, $2,000,000 in Container Care International, Inc., $93,500 in Equicom, Inc., $5,200,000 in Reliant Building Products, Inc., $1,800,000 in Sternhill Partners I L.P., $768,686 in Turfgrass America, Inc., and $2,400,000 in Vanguard VII, L.P. In addition, the Fund has committed to invest up to $4,500,000 in one new company. The Fund and certain of the portfolio companies are involved in asserted claims and have the possibility for unasserted claims which may ultimately affect the fair value of the Fund's portfolio investments. In the opinion of Management, the financial position or operating results of the Fund will not be materially affected by these claims. On March 2, 2001, the Fund announced it would purchase up to 5% of its outstanding shares of common stock in open market transactions, subject to market conditions and limitations. As of March 31, 2001, the Fund had repurchased 3,000 shares for $26,456, which is included in accounts payable at March 31, 2001. The stock was repurchased at an average discount of 43.3% from its net asset value. (11) SUBSEQUENT EVENTS Subsequent to March 31, 2001, the Fund repaid a net $63,750,000 of notes payable to the bank. On April 5, 2001, the Fund advanced $56,500 to Equicom, Inc. pursuant to a 10% promissory note. On April 26, 2001, the Fund advanced $222,945 to The Bradshaw Group in exchange for a 15% secured note receivable. In April 2001, the Fund purchased 1,507,226 shares of preferred stock of Turfgrass America, Inc. for $768,686. Subsequent to March 31, 2001, the Fund repurchased an additional 63,200 shares of common stock for $572,001. Subsequent to March 31, 2001, officers of the Fund surrendered options to acquire 224,616 shares of common stock pursuant to the Stock Incentive Plan back to the Fund, and such options have been cancelled. 17 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS. LIQUIDITY AND CAPITAL RESOURCES At March 31, 2001, the Fund had $82,504,000 of its assets invested in portfolio securities of 28 companies, and has committed to invest up to an additional $12,512,186 in eight of such companies, and $4,500,000 in one new company under certain conditions. Current temporary cash investments, anticipated future investment income, proceeds from borrowings, and proceeds from the sale of existing portfolio securities are believed to be sufficient to finance these commitments. At March 31, 2001, the Fund had $1,800,000 outstanding on a $32,500,000 revolving line of credit loan from a bank. Net cash used by operating activities was $674,839 and $166,541 for the three months ended March 31, 2001 and 2000, respectively. At March 31, 2001, the Fund had $65,030,292 of its total assets of $153,227,871 invested in temporary cash investments consisting of money market securities. This amount includes proceeds of $65,000,000 from a $100,000,000 note payable to a bank that is utilized to enable the Fund to achieve adequate diversification to maintain its pass-through tax status as a regulated investment company. Such amount was repaid to the bank on April 2, 2001. 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 investment income and net 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 contingencies or to make follow-on or new investments. Management believes that the availability under its line of credit, as well as the ability to sell its investments in publicly traded securities, are adequate to provide payment for any expenses and contingencies of the Fund. The Fund reserves 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 by the Fund 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. The Fund may repurchase its shares, subject to the restrictions of the Investment Company Act. On February 6, 2001, the Board of Directors approved a program to purchase up to 5% of the outstanding shares of the Fund's common stock, pursuant to which the Fund repurchased 3,000 shares for $26,456 through March 31, 2001. Such stock was repurchased at an average discount of 43.3% from its net asset value. RESULTS OF OPERATIONS INVESTMENT INCOME AND EXPENSE Net investment income after all expenses amounted to $227,891 and $703,275 for the three months ended March 31, 2001 and 2000, respectively. The decrease in net investment income in 2001 is due to a decrease in income from portfolio securities and an increase in professional fees and director fees and expenses and is offset by a decrease in interest expense. Income from portfolio securities was $843,424 for the three months ended March 31, 2001 and $1,695,481 for the comparable period in 2000. 18 The decrease is attributable to the interest received upon the repayment of the notes from Video Rental of Pennsylvania, Inc. during the first quarter of 2000 and from interest no longer being accrued on notes receivable from certain portfolio companies. Professional fees increased to $77,635 in 2001 from $53,171 in 2000 due to an increase in the 2001 annual fee paid to the New York Stock Exchange and legal fees incurred in 2001 related to the sale of the Fund's investment in Stephen L. LaFrance Holdings, Inc. Director fees and expenses increased to $76,325 in 2001 from $59,383 in 2000 due to additional meetings held in the first quarter of 2001. Interest expense decreased to $39,905 in 2001 from $389,681 in 2000 due to a decrease in the average daily balances outstanding on the lines of credit to $7,473,889 during the three months ended March 31, 2001 from $19,051,099 during the comparable period in 2000. The Management Company receives management fee compensation at an annual rate of 2% of the net assets of the Fund paid quarterly in arrears. Such fees amounted to $429,199 and $505,962 during the three months ended March 31, 2001 and 2000, respectively. The decrease in management fees during the three months ended March 31, 2001 was due to the decrease in net assets. Shareholders have approved the Equus II Incorporated 1997 Stock Incentive Plan ("Stock Incentive Plan") which authorizes the Fund to issue options to the directors and officers of the Fund in an aggregate amount of up to 20% of the outstanding shares of common stock of the Fund. Implementation of this plan was subject to the receipt of an exemptive order from the SEC, which was received on May 8, 1997. The Stock Incentive Plan also provides that each director who is not an officer of the Fund is, on the first business day following each annual meeting, granted an incentive stock option to purchase 2,000 shares of the Fund's common stock. Under the Stock Incentive Plan, options to purchase 306,773 and 294,773 shares of the Fund's common stock with a weighted average exercise price of $18.71 and $19.07 per share were outstanding at March 31, 2001 and 2000, respectively. Outstanding options at March 31, 2001 have exercise prices ranging from $9.94 to $27.44 and expire in May 2007 through May 2010. On September 30, 1999, options to purchase 654,358 shares of common stock of the Fund were exercised by the officers of the Fund for $17 per share. The exercise price of $11,124,086 was paid in the form of promissory notes from the officers to the Fund. The notes bear interest at 5.42% per annum, have limited recourse and are due on or before September 30, 2008. The notes are secured by the 654,358 shares, including any proceeds or dividends paid thereon. During 2000 and 1999, a dividend of $0.60 and $4.25 per share was paid by the Fund, respectively. As a result of the 2000 and 1999 dividend, 42,723 and 135,608 additional shares were issued to the officers and pledged to the Fund. In addition, principal payments of $991,161, representing 58,304 shares, were made on the notes. As a result of the additional shares issued and payments made, the notes are secured by 832,689 and 789,966 shares of common stock and the outstanding note balance is $10,132,925 at March 31, 2001 and 2000, respectively. The notes receivable, as well as 771,927 and 731,662 of such shares of common stock, are not included in the Fund's net asset value per share as of March 31, 2001 and 2000. The shares of stock financed by the notes from the officers will be included in the net asset value per share as the shares are paid for or released from collateral. Shares may be released as payments on the notes are made or as the value of the collateral increases. Generally accepted accounting principles require that the options issued to the officers be accounted for using variable plan accounting due to the limited recourse provision of such notes. Additionally, the dividends paid on the non-recourse portion of the notes are required to be recorded as compensation expense in the statements of operations, and interest recorded on the non-recourse portion of the notes is required to be recorded as an increase to additional paid-in capital. Accordingly, for the three months ended March 31, 2001 and 2000, interest of $111,972 was credited to additional paid-in capital. Additionally, the limited recourse notes receivable from the officers are required to be recorded as a reduction of net assets. If the notes and the shares were included in the Fund's balance sheet, the net asset value would have been $14.39 and $16.71 per share at March 31, 2001 and 2000, respectively. 19 As of March 31, 2001 and 2000, all outstanding options were "out of the money" and would not have had a dilutive effect on net assets per share if exercised, assuming the Fund would use the proceeds from the exercise of such options to repurchase shares at the market price pursuant to the treasury stock method. REALIZED GAINS AND LOSSES ON SALES OF PORTFOLIO SECURITIES During the three months ended March 31, 2001, the Fund realized net capital gains of $3,202,098 from the sale of securities of one Portfolio Company and the write-off of one Portfolio Company. The Fund sold its investment in Stephen L. LaFrance Holdings, Inc. for $10,000,000, realizing a capital gain of $7,501,548. In addition, the Fund wrote off its remaining shares of Paracelsus Healthcare Corporation, realizing a capital loss of $4,299,450. During the three months ended March 31, 2000, the Fund realized net capital gains of $738,049 as a result of additional compensation related to the previous sale of three Portfolio Companies. The Fund realized a capital gain of $680,636 as a result of additional compensation from the escrow account related to the 1998 sale of WMW Industries. The Fund realized a capital gain of $65,728 as a result of additional compensation from the escrow account related to the 1999 sale of HTD Corporation. In addition, the Fund wrote off a receivable from Restaurant Development Group realizing a capital loss of $8,315. In addition, during the quarter, the Fund received proceeds from Video Rental of Pennsylvania, Inc. in the amount of $3,722,349 for the outstanding notes payable and $250,000 for the common and preferred stock and did not realize a capital gain. DEPRECIATION OF PORTFOLIO SECURITIES Net unrealized depreciation on investments increased $8,600,369 during the three months ended March 31, 2000, from $818,963 to $9,419,332. Such increase resulted from increases in the estimated fair value of securities of three of the Fund's Portfolio Companies aggregating $2,395,000, decreases in the estimated fair value of securities of seven of the Fund's Portfolio Companies aggregating $8,272,359 and the transfer of $2,723,010 in net unrealized appreciation to net realized gains from the sale or disposition of investments in two of the Fund's Portfolio Companies. Net unrealized depreciation on investments decreased $43,886 during the three months ended March 31, 2000, from $1,100,588 to $1,056,702. Such net decrease resulted from increases in the estimated fair value of securities of seven of the Fund's Portfolio Companies aggregating $6,885,614 and decreases in the estimated fair value of securities of five of the Fund's Portfolio Companies aggregating $6,841,728. DIVIDENDS The Fund declared no dividends for the three months ended March 31, 2001 and 2000. PORTFOLIO INVESTMENTS During the three months ended March 31, 2001, the Fund invested $1,120,236 in two new companies and made follow-on investments of $2,664,123 in five portfolio companies, including $558,567 in accrued interest and dividends received in the form of additional portfolio securities and accretion of original issue discount on a promissory note. For the quarter ended March 31, 2001, the Fund received an additional 3,244 and 729 shares of preferred stock of Container Acquisition, Inc and Sovereign Business Forms, Inc. ("Sovereign") in 20 payment of $324,400 and $72,900 in dividends, respectively. In addition, Sovereign elected to convert $131,267 of accrued interest into the balance of the 15% promissory notes due to the Fund. On February 7, 2001, the Fund invested an additional $300,000 in Sternhill Partners I, L.P pursuant to a $3,000,000 commitment made in March 2000. $1,200,000 of such commitment has been funded through March 31, 2001. On February 9, 2001, the Fund invested $1,116,550 in American Trenchless Technology, LLC, a company formed to acquire the stock of H&I Boring and Tunneling, a Houston-based regional provider of infrastructure services utilizing boring, tunneling and directional drilling technologies. The company services the water, sewer, electrical and telecommunications industries. The Fund's investment consists of 1,934,532 shares of common stock and 100,000 shares of preferred stock. On February 9, 2001, the Fund invested $3,686 in Reliant Window Holdings, LLC, ("RWH") a company formed to acquire 87.5% of Alenco Window Holdings, LLC ("AWH"). AWH acquired 73% of the fully-diluted stock of Alenco Holding Corporation ("Alenco"), a company formed to purchase certain assets of Reliant Building Products, Inc. ("RBPI") pursuant to a plan of reorganization confirmed in bankruptcy court. The Fund's investment consisted of a 36.86% interest in RWH. In addition, the Fund committed to invest up to an additional $5.2 million in RWH under certain circumstances. On March 26, 2001, the Fund invested an additional $1,805,556 in Summit/DPC Partners to allow the partnership to provide a working capital loan to Doane Pet Care Enterprises ("Doane"). Summit/DPC Partners received a promissory note and warrants to acquire common stock of Doane in exchange for the loan. During the first quarter of 2001, the original issue discount accretion on the discounted 12% subordinated promissory note due from Turfgrass America, Inc. ("Turfgrass") amounted to $30,000, bringing the balance of the note to $3,625,000 at March 31, 2001. The original issue discount is being accreted over the life of the note. SUBSEQUENT EVENTS Subsequent to March 31, 2001, the Fund repaid a net $63,750,000 of notes payable to the bank. On April 5, 2001, the Fund advanced $56,500 to Equicom, Inc. pursuant to a 10% promissory note. On April 26, 2001, the Fund advanced $222,945 to The Bradshaw Group in exchange for a 15% secured note receivable. In April 2001, the Fund purchased 1,507,226 shares of preferred stock of Turfgrass America, Inc. for $768,686. Subsequent to March 31, 2001, the Fund repurchased an additional 63,200 shares of common stock for $572,001. Subsequent to March 31, 2001, officers of the Fund surrendered options to acquire 224,616 shares of common stock pursuant to the Stock Incentive Plan back to the Fund, and such options have been cancelled. 21 ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK The Fund is subject to financial market risks, including changes in interest rates with respect to its investments in debt securities and its outstanding debt payable, as well as changes in marketable equity security prices. The Fund does not use derivative financial instruments to mitigate any of these risks. The return on the Fund's investments is generally not affected by foreign currency fluctuations. The Fund's investment in portfolio securities consists of some fixed rate debt securities. Since the debt securities are generally priced at a fixed rate, changes in interest rates do not directly impact interest income. In addition, changes in market interest rates are not typically a significant factor in the Fund's determination of fair value of these debt securities. The Fund's debt securities are generally held to maturity and their fair values are determined on the basis of the terms of the debt security and the financial condition of the issuer. The Fund's liabilities consist of debt payable to a financial institution. The revolving credit facilities are priced at floating rates of interest, with a basis of LIBOR or prime rate at the Fund's option. As a result of the floating rate, a change in interest rates could result in either an increase or decrease in the Fund's interest expense. A portion of the Fund's investment portfolio consists of debt and equity investments in private companies. The Fund would anticipate no impact on these investments from modest changes in public market equity prices. However, should significant changes in market equity prices occur, there could be a longer-term effect on valuations of private companies, which could affect the carrying value and the amount and timing of gains realized on these investments. A portion of the Fund's investment portfolio also consists of common stocks and warrants to purchase 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 6. EXHIBITS AND REPORTS ON FORM 8-K. (a) EXHIBITS 10. Material Contracts (b) REPORTS ON FORM 8-K No reports on Form 8-K were filed by the Fund during the period for which this report is filed. 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: May 14, 2001 EQUUS II INCORPORATED /s/ Nolan Lehmann ------------------------------------ Nolan Lehmann President and Principal Financial and Accounting Officer 22