FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
|
| |
| [X] | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended March 31, 2011
|
| |
| [ ] | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from ___________ to ______________
Commission file number 814-00731
Venture Lending & Leasing V, Inc.
(Exact Name of Registrant as specified in its charter)
|
| |
| Maryland | 14-1974295 |
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
| | (State or other jurisdiction of incorporation or organization) |
| 2010 North First Street, Suite 310 | San Jose, CA 95131 |
| (Address of principal executive offices) | (Zip Code) |
(408) 436-8577
(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) 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 [ ]
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes [ ] No [ ]
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See definition of “large accelerated filer”, “accelerated filer”, and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
|
| | | |
| Large accelerated filer [ ] | Accelerated filer [ ] | Non-accelerated filer [x] | Smaller reporting company [ ] |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes [ ] No [x]
Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date:
|
| | |
| Class | | Outstanding as of May 12, 2011 |
| Common Stock, $.001 par value | | 100,000 |
VENTURE LENDING & LEASING V, INC.
INDEX
|
| |
| PART I — FINANCIAL INFORMATION |
| | |
| Item 1. | Financial Statements |
| | |
| | Condensed Statements of Assets and Liabilities (Unaudited) As of March 31, 2011 and December 31, 2010 |
| | |
| | Condensed Statements of Operations (Unaudited) For the three months ended March 31, 2011 and 2010 |
| | |
| | Condensed Statements of Changes in Net Assets (Unaudited) For the three months ended March 31, 2011 and 2010 |
| | |
| | Condensed Statements of Cash Flows (Unaudited) For the three months ended March 31, 2011 and 2010 |
| | |
| | Notes to Condensed Financial Statements (Unaudited) |
| | |
| Item 2. | Management's Discussion and Analysis of Financial Condition and Results of Operations |
| | |
| Item 3. | Quantitatve and Qualitative Disclosures About Market Risk |
| | |
| Item 4. | Controls and Procedures |
| | |
| PART II — OTHER INFORMATION |
| | |
| Item 1. | Legal Proceedings |
| | |
| Item 1A. | Risk Factors |
| | |
| Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds |
| | |
| Item 3. | Defaults Upon Senior Securities |
| | |
| Item 4. | Removed and Reserved |
| | |
| Item 5. | Other Information |
| | |
| Item 6. | Exhibits |
| | |
| SIGNATURES |
VENTURE LENDING & LEASING V, INC.
CONDENSED STATEMENTS OF ASSETS AND LIABILITIES (UNAUDITED)
AS OF MARCH 31, 2011 AND DECEMBER 31, 2010
|
| | | | | | | |
| | March 31, 2011 | | December 31, 2010 |
| ASSETS | | | |
Loans, at estimated fair value (Cost of $152,756,094 and $147,118,852) | $ | 144,638,360 | | | $ | 137,614,630 | |
| Cash and cash equivalents | 14,021,001 | | | 25,771,479 | |
| Other investments (Cost of $759,791 and $1,018,202) | 24,791 | | | 283,202 | |
| Other assets | 2,183,866 | | | 2,096,498 | |
| | | | |
| Total assets | 160,868,018 | | | 165,765,809 | |
| | | | |
| LIABILITIES | | | |
| Accrued management fees | 1,005,425 | | | 1,036,036 | |
| Accounts payable and other accrued liabilities | 252,920 | | | 1,009,233 | |
| | | | | | |
| Total liabilities | 1,258,345 | | | 2,045,269 | |
| | | | |
| NET ASSETS | $ | 159,609,673 | | | $ | 163,720,540 | |
| | | | |
| Analysis of Net Assets: | | | |
| | | | |
| Capital paid in on shares of capital stock | $ | 193,525,000 | | | $ | 193,525,000 | |
| Return of capital distributions | (24,165,584 | ) | | (18,668,229 | ) |
| Accumulated deficit | (9,749,743 | ) | | (11,136,231 | ) |
| Net assets (equivalent to $1,596.10 and $1,637.21 per share based on100,000 shares of capital stock outstanding - See Note 5) | $ | 159,609,673 | | | $ | 163,720,540 | |
See Notes to Condensed Financial Statements
VENTURE LENDING & LEASING V, INC.
CONDENSED STATEMENTS OF OPERATIONS (UNAUDITED)
FOR THE THREE MONTHS ENDED MARCH 31, 2011 AND 2010
|
| | | | | | | |
| | For the Three Months Ended | | For the Three Months Ended |
| | March 31, 2011 | | March 31, 2010 |
| | | | |
| | | | |
| INVESTMENT INCOME: | | | |
| Interest on loans | $ | 5,909,010 | | | $ | 5,828,891 | |
| Other interest and other income | 18,482 | | | 407 | |
| Total investment income | 5,927,492 | | | 5,829,298 | |
| | | | | | |
| EXPENSES: | | | | | |
| Management fees | 1,005,425 | | | 1,084,113 | |
| Interest expense | 40,745 | | | 66,618 | |
| Banking and professional fees | 75,274 | | | 122,675 | |
| Other operating expenses | 28,520 | | | 22,409 | |
| Total expenses | 1,149,964 | | | 1,295,815 | |
| Net investment income | 4,777,528 | | | 4,533,483 | |
| | | | | | |
| Net realized loss from investments | (132,849 | ) | | (13,734 | ) |
| Net change in unrealized gain (loss) from investments | 1,386,488 | | | (1,531,632 | ) |
| Net realized and unrealized gain (loss) from investment activities | 1,253,639 | | | (1,545,366 | ) |
| | | | | | |
| Net increase in net assets resulting from operations | $ | 6,031,167 | | | $ | 2,988,117 | |
| | | | |
| Net increase in net assets resulting from operations per share | $ | 60.31 | | | $ | 29.88 | |
| Weighted average shares outstanding | 100,000 | | | 100,000 | |
See Notes to Condensed Financial Statements
VENTURE LENDING & LEASING V, INC.
CONDENSED STATEMENTS OF CHANGES IN NET ASSETS (UNAUDITED)
FOR THE THREE MONTHS ENDED MARCH 31, 2011 AND 2010
|
| | | | | | | |
| | For the Three Months Ended | | For the Three Months Ended |
| | March 31, 2011 | | March 31, 2010 |
| Net increase in net assets resulting from operations: | | | |
| Net investment income | $ | 4,777,528 | | | $ | 4,533,483 | |
| Net realized loss from investments | (132,849 | ) | | (13,734 | ) |
| Net change in unrealized gain (loss) from investments | 1,386,488 | | | (1,531,632 | ) |
| | | | | | |
| Net increase in net assets resulting from operations | 6,031,167 | | | 2,988,117 | |
| | | | | | |
| Distributions of income to shareholder | (4,644,679 | ) | | (4,519,749 | ) |
| Return of capital to shareholder | (5,497,355 | ) | | (2,429,634 | ) |
| Decrease in capital transactions | (10,142,034 | ) | | (6,949,383 | ) |
| Total decrease | (4,110,867 | ) | | (3,961,266 | ) |
| | | | | | |
| Net assets | | | | | |
| Beginning of period | 163,720,540 | | | 175,761,560 | |
| | | | | | |
| End of period | $ | 159,609,673 | | | $ | 171,800,294 | |
See Notes to Condensed Financial Statements
VENTURE LENDING & LEASING V, INC.
CONDENSED STATEMENTS OF CASH FLOWS (UNAUDITED)
FOR THE THREE MONTHS ENDED MARCH 31, 2011 AND 2010
|
| | | | | | | |
| | For the Three Months Ended | | For the Three Months Ended |
| | March 31, 2011 | | March 31, 2010 |
| CASH FLOWS FROM OPERATING ACTIVITIES: | | | |
| Net increase in net assets resulting from operations | $ | 6,031,167 | | | $ | 2,988,117 | |
| Adjustments to reconcile net increase in net assets resulting from operations to net cash provided by (used in) operating activities: | | | |
| Net realized loss from investments | 132,849 | | | 13,734 | |
| Net change in unrealized loss (gain) from investments | (1,386,488 | ) | | 1,531,632 | |
| Net amortization of deferred costs related to borrowing facility | 24,412 | | | 36,618 | |
| Net decrease (increase) in other assets and other investments | (104,963 | ) | | 17,770 | |
| Net increase (decrease) in accounts payable, other accrued liabilities, and accrued management fees | (786,927 | ) | | 139,521 | |
| Origination of loans | (24,070,510 | ) | | (20,823,987 | ) |
| Principal payments on loans | 17,143,247 | | | 24,177,801 | |
| Acquisition of equity securities | (1,733,265 | ) | | (1,178,102 | ) |
| Net cash provided by (used in) operating activities | (4,750,478 | ) | | 6,903,104 | |
| CASH FLOWS FROM FINANCING ACTIVITIES: | | | | | |
| Cash distribution to shareholder | (7,000,000 | ) | | (5,600,000 | ) |
| Net cash used in financing activities | (7,000,000 | ) | | (5,600,000 | ) |
| Net increase (decrease) in cash and cash equivalents | (11,750,478 | ) | | 1,303,104 | |
| CASH AND CASH EQUIVALENTS: | | | | | |
| Beginning of period | 25,771,479 | | | 33,064,846 | |
| End of period | $ | 14,021,001 | | | $ | 34,367,950 | |
| SUPPLEMENTAL DISCLOSURES: | | | | | |
| CASH PAID DURING THE PERIOD FOR: | | | | | |
| Interest | $ | 46,667 | | | $ | 66,618 | |
| NON-CASH ACTIVITIES: | | | | |
| Receipt of equity securities as repayment of loan | $ | 555,013 | | | $ | 171,281 | |
| Distributions of equity securities to shareholder | $ | 3,142,033 | | | $ | 1,349,383 | |
| Conversion of receivable to stock | $ | 1,595 | | | $ | — | |
See Notes to Condensed Financial Statements
VENTURE LENDING & LEASING V, INC.
NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)
1. ORGANIZATION AND OPERATIONS OF THE FUND
Venture Lending & Leasing V, Inc. (the “Fund”), was incorporated in Maryland on August 21, 2006 as a nondiversified closed-end management investment company electing status as a business development company (“BDC”) under the Investment Company Act of 1940, as amended ("1940 Act") and is managed by Westech Investment Advisors, LLC, formerly known as Westech Investment Advisors, Inc. (“Manager” or “Management”). One hundred percent of the stock of the Fund is held by Venture Lending & Leasing V, LLC (the “Company”). Prior to commencing its operations on February 21, 2007, the Fund had no operations other than the sale to the Company of 100,000 shares of common stock, $0.001 par value for $25,000 in September 2006. This issuance of stock was a requirement in order to apply for a finance lender's license from the California Commissioner of Corporations, which was obtained by the Fund on January 10, 2007.
In the Manager's opinion, the accompanying financial statements include all adjustments (consisting only of normal recurring adjustments) necessary for a fair presentation of financial position and results of operations for interim periods. Certain information and note disclosures normally included in audited annual financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been omitted; however, the Fund believes that the disclosures made are adequate to make the information presented not misleading. The interim results for the three months ended March 31, 2011 are not necessarily indicative of what the results would be for a full year. It is suggested that these financial statements be read in conjunction with the financial statements and the notes included in the Fund's Annual Report on Form 10-K for the year ended December 31, 2010.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Accounting
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires Management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
Cash and Cash Equivalents
Cash and cash equivalents consist of cash on hand, money market funds, and demand deposits in banks with maturities of 90 days or less.
Interest Income
Interest income on loans is recognized using the effective interest method including, amounts from the amortization of discounts attributable to equity securities received as part of the loan transaction. Additionally, fees received as part of the transaction are added to the loan discount and amortized over the life of the loan.
Valuation Procedures
The Fund accounts for loans at fair value in accordance with the “Valuation Methods” below. All valuations are determined under the direction of the Manager, in accordance with these Methods.
The Fund's loans are valued in connection with the issuance of its periodic financial statements, the issuance or repurchase of the Fund's shares at a price equivalent to the current net asset value per share, and at such other times as required by law. On a quarterly basis, Management will submit to the Board of Directors (“Board”) a “Valuation
Report,” which details the rationale for the valuation of investments.
Valuation Methods
As of March 31, 2011 and December 31, 2010, the financial statements include nonmarketable investments ( $144,663,151 and $137,897,832 or approximately 90% and 83% of total assets, respectively) with fair values determined by the Manager in the absence of readily determinable market values. Because of the inherent uncertainty of these valuations, estimated fair values of such investments may differ significantly from the values that would have been used had a ready market for the securities existed, and the differences could be material. Below is the information used by the Manager in making these estimates.
Fair value is the price that would be received to sell an asset or paid to settle a liability in an orderly transaction between market participants. There is no secondary market for the loans, hence Management determines fair value based on hypothetical markets. Venture loans are generally held to maturity and are recorded at estimated fair value. Management determines whether to adjust the estimated fair value of a loan based on a number of factors, including but not limited to the borrower's payment history, available cash and “burn rate,” revenues, net income or loss, the likelihood that the borrower will be able to secure additional financing in the future, as well as an evaluation of the general interest rate environment. The amount of any valuation adjustment is determined based upon a credit analysis of the borrower and an analysis of the expected recovery from the borrower, including consideration of factors such as the nature and quality of the Fund's security interests in collateral, the estimated value of the Fund's collateral, the size of the loan, and the estimated time that will elapse before the Fund achieves a recovery.
Money market funds held as Cash and Cash Equivalents are valued at their most recently posted net asset value, if available, or at amortized cost, provided such amount is not materially different from quoted price.
Warrants and Stock
Warrants and stock that are received in connection with loan transactions generally will be assigned a fair value at the time of acquisition. These securities are then distributed by the Fund to the Company at the assigned value. Warrants are valued based on a modified Black-Scholes option pricing model which takes into account underlying stock value, expected term, volatility, and risk-free interest rate, among other factors. Warrants are typically distributed immediately upon receipt to the Company.
Nonaccrual Loans
The Fund's policy is to place a loan on nonaccrual status when the loan stops performing and Management deems that it is unlikely that the loan will return to performing status. When a loan is placed on nonaccrual status, all interest previously accrued but not collected is reversed for the quarter in which the loan was placed on nonaccrual status. Any uncollected interest related to quarters prior to when the loan was placed on nonaccrual status is added to the principal balance, and the aggregate balance of the principal and interest is evaluated in accordance with the policy for valuation of loans in determining Management's best estimate of fair value. Interest received by the Fund on nonaccrual loans will be recorded on a cash basis.
As of March 31, 2011 and December 31, 2010, loans with a cost basis of $14.7 million and $15.2 million and a fair value of $6.8 million and $5.7 million, respectively, have been classified as nonaccrual.
Commitment Fees
Unearned income and commitment fees on loans are recognized using the effective interest method over the term of the loan. Commitment fees are carried as liabilities when received for commitments upon which no draws have been made. When the first draw is made, the fee is treated as unearned income and is recognized as described above. If a draw is never made, the commitment fee less any applicable legal costs becomes recognized as other income after the commitment expires.
Deferred Bank Fees
Through March 31, 2011 the deferred bank fees and costs associated with the debt facility have been fully amortized over the estimated life of the facility, which was February 2011 (see Note 6).
Recently Issued Accounting Pronouncements
In January 2010, the Financial Accounting Standards Board ( "FASB") issued Accounting Standards Update No. 2010-06 (“ASU 2010-06”), Improving Disclosures about Fair Value Measurements, which, among other things, amends Accounting Standard Codification ("ASC") 820, Fair Value Measurements ("ASC 820"), and requires additional disclosure related to recurring and nonrecurring fair value measurements with respect to transfers in and out of Levels 1 and 2 and requires entities to separately present purchases, sales, issuances, and settlements in their reconciliation of Level 3 fair value measurements (i.e., to present such items on a gross basis rather than on a net basis). It also clarifies existing disclosure requirements provided by ASC 820 regarding the level of disaggregation and the inputs and valuation techniques used to measure fair value. ASU 2010-06 is effective for interim and annual periods beginning after December 15, 2009, except for the disclosures about purchases, sales, issuances, and settlements in the roll forward of activity in Level 3 fair value measurements (which are effective for fiscal years beginning after December 15, 2010, and for interim periods within those fiscal years). The adoption of ASU
2010-06 did not have a material impact on the Fund's financial statements.
Tax Status
The Fund plans on qualifying as a Regulated Investment Company (“RIC”) and elected RIC treatment when it filed its tax return in 2007. As long as the Fund qualifies as a RIC, it will not pay any federal or state corporate income tax on income that is distributed to its shareholder (pass-through status). Should the Fund not qualify as a RIC or lose its qualification as a RIC, it could be taxed as an ordinary corporation on its taxable income for that year (even if that income is distributed to its shareholder), and all distributions out of its earnings and profits would be taxable to its shareholder as ordinary income. As of March 31, 2011 the Fund had no uncertain tax positions.
The Fund's tax years open to examination by major jurisdictions are 2007 and forward.
3. SUMMARY OF INVESTMENTS
Loans generally are made to borrowers pursuant to commitments whereby the Fund agrees to finance assets and provide working capital up to a specified amount for the term of the commitments, upon the terms and subject to the conditions specified by such commitment. As of March 31, 2011, the Fund's investments in loans are primarily to companies based within the United States and are diversified among borrowers in the industry segments shown below. The percentage of net assets that each industry group represents is shown with the industry totals below (the sum of the percentages does not equal 100 percent because the percentages are based on net assets as opposed to total loans).
The Fund defines fair value as the price that would be received to sell an asset or paid to settle a liability in an orderly transaction between market participants at the measurement date; that is, an exit price. The exit price assumes the asset or liability was exchanged in an orderly transaction; it was not a forced liquidation or distressed sale.
Loan balances are summarized by borrower. Typically a borrower's balance will be composed of several loans drawn under a commitment made by the Fund with the interest rate on each loan fixed at the time each loan is funded. Each loan drawn under a commitment has a different maturity date and amount. For the three month period ended March 31, 2011 and 2010, the weighted-average interest rate on performing loans was 17.59% and 17.34%, respectively. Interest is calculated using the effective interest method, and rates earned by the Fund will fluctuate based on many factors including volatility, early payoffs, and recovery of interest from non-performing assets.
Loans as of March 31, 2011 are to non-affiliates and consist of the following:
|
| | | | | | | | |
| | Percentage of | Estimated Fair | Par Value | Final |
| Borrower | Net Assets | Value 3/31/11 | 3/31/2011 | Maturity Date |
| Biotechnology | | | | |
| Bioabsorbable Therapeutics, Inc. | | $ | 2,845 | | $ | 797,845 | | * |
| IntegenX, Inc. | | 2,363,719 | | 2,363,719 | | 12/1/2012 |
| Pathway Genomics Corp. | | 1,909,223 | | 1,909,223 | | 7/1/2013 |
| Stem CentRx, LLC | | 943,440 | | 943,440 | | 1/1/2014 |
| Subtotal: | 3.3% | $ | 5,219,227 | | $ | 6,014,227 | | |
| | | | | |
| Carrier Networking | | | | |
| Opvista, Inc. | | $ | 1,682,838 | | $ | 1,682,838 | | * |
| Subtotal: | 1.1% | $ | 1,682,838 | | $ | 1,682,838 | | |
| | | | | |
| Computers & Storage | | | | |
| D-Wave Systems, Inc. | | $ | 1,465,203 | | $ | 1,465,203 | | 1/1/2014 |
| Nexenta Systems, Inc. | | 729,545 | | 729,545 | | 5/1/2013 |
| Subtotal: | 1.4% | $ | 2,194,748 | | $ | 2,194,748 | | |
| | | | | |
| Enterprise Networking | | | | |
| Vyatta, Inc. | | $ | 502,116 | | $ | 502,116 | | 9/1/2012 |
| Subtotal: | 0.3% | $ | 502,116 | | $ | 502,116 | | |
| | | | | |
| Internet | | | | |
| Akademos, Inc. | | $ | 606,674 | | $ | 606,674 | | 4/1/2013 |
| Blekko, Inc. | | 2,403,684 | | 2,403,684 | | 2/1/2013 |
| BuzzLogic, Inc. | | 1,112,877 | | 1,112,877 | | 11/1/2013 |
| CloudTalk, Inc | | 134,854 | | 134,854 | | 10/1/2013 |
| Collarity, Inc. | | — | | 669,821 | | * |
| Cuil, Inc. | | 1,249,377 | | 2,529,377 | | * |
| DisplayLink, Ltd. | | 1,242,613 | | 1,242,613 | | 6/1/2013 |
| Donnerwood Media, Inc. | | 61,395 | | 61,395 | | 5/1/2011 |
| eduFire, Inc. | | — | | 269,893 | | * |
| Fwix, Inc. | | 54,183 | | 54,183 | | 3/1/2014 |
| Genius.com, Inc. | | 322,786 | | 322,786 | | 8/1/2013 |
| Inigral, Inc. | | 16,153 | | 16,153 | | 9/1/2011 |
| Insider Guides, Inc. | | 3,652,831 | | 3,652,831 | | 3/1/2014 |
| Instructables, Inc. | | 183,831 | | 183,831 | | 7/1/2012 |
| Involver, Inc. | | 963,530 | | 963,530 | | 6/1/2013 |
| Juice in the City, Inc. | | 321,900 | | 321,900 | | 2/1/2014 |
| LOLapps, Inc. | | 940,736 | | 940,736 | | 1/1/2014 |
| MGEL, Inc. | | 346,516 | | 346,516 | | 1/1/2013 |
| MMJK, Inc. | | 1,107,779 | | 1,107,779 | | 12/1/2012 |
| Mojo Motors, Inc. | | 146,722 | | 146,722 | | 2/1/2014 |
| PeerPong, Inc. | | 200,983 | | 430,983 | | 6/1/2013 |
|
| | | | | | | | |
| PerformLine, Inc. | | 165,235 | | 165,235 | | * |
| Philotic, Inc. | | 219,933 | | 219,933 | | 8/1/2013 |
| Plastic Jungle, Inc. | | 1,069,586 | | 1,069,586 | | 11/1/2012 |
| Quantcast Corp. | | 5,100,248 | | 5,100,248 | | 4/1/2014 |
| Queryable Corp. | | 220,883 | | 220,883 | | 1/1/2014 |
| Rivet Games, Inc. | | 320,044 | | 320,044 | | 5/1/2014 |
| Rocket Fuel, Inc. | | 770,900 | | 770,900 | | 3/1/2013 |
| Semantic Sugar, Inc. | | 157,844 | | 157,844 | | 7/1/2012 |
| Sittercity, Inc. | | 2,599,462 | | 2,599,462 | | 2/1/2014 |
| SugarSync, Inc. | | 37,485 | | 37,485 | | 5/1/2011 |
| Topsy Labs, Inc. | | 2,010,720 | | 2,010,720 | | 4/1/2014 |
| Ustream, Inc. | | 4,304,012 | | 4,304,012 | | 1/1/2014 |
| WeddingWire, Inc. | | 940,676 | | 940,676 | | 2/1/2014 |
| Worktopia, Inc. | | 166,361 | | 331,361 | | * |
| Youku.com, Inc. | | 2,637,690 | | 2,637,690 | | 7/1/2013 |
| Subtotal: | 22.4% | $ | 35,790,503 | | $ | 38,405,217 | | |
| | | | | |
| Medical Devices | | | | |
| Bacterin International Holdings, Inc. | | $ | 859,500 | | $ | 859,500 | | 11/1/2013 |
| Biomerix Corp. | | 149,358 | | 149,358 | | 12/1/2011 |
| Cayenne Medical, Inc. | | 1,874,224 | | 1,874,224 | | 3/1/2014 |
| Cellscape Corp. | | 223,694 | | 223,694 | | 12/1/2012 |
| ConforMIS, Inc. | | 6,352,815 | | 6,352,815 | | 5/1/2014 |
| CV Ingenuity Corp. | | 483,176 | | 483,176 | | 2/1/2014 |
| CyberHeart, Inc. | | 382,114 | | 562,114 | | * |
| Evera Medical, Inc. | | — | | 571,928 | | * |
| iBalance Medical, Inc. | | 171,812 | | 271,812 | | * |
| Intellidx, Inc. | | 204,145 | | 904,145 | | * |
| Kona Medical, Inc. | | 340,932 | | 340,932 | | 11/1/2013 |
| Oculus Innovative Sciences, Inc. | | 2,551,150 | | 2,551,150 | | 11/1/2013 |
| PEAK Surgical, Inc. | | 3,950,087 | | 3,950,087 | | 12/1/2013 |
| PinPointe U.S.A., Inc. | | 686,876 | | 686,876 | | 7/1/2012 |
| Spinal Kinetics, Inc. | | 1,449,801 | | 1,449,801 | | 10/1/2013 |
| Suneva Medical, Inc. | | 2,005,224 | | 2,005,224 | | 6/1/2013 |
| Xlumena, Inc. | | 570,074 | | 570,074 | | 1/1/2014 |
| Subtotal: | 13.9% | $ | 22,254,982 | | $ | 23,806,910 | | |
| | | | | |
| Other Technology | | | | |
| Ampulse Corp. | | $ | 1,188,641 | | $ | 1,188,641 | | 2/1/2013 |
| Astro Gaming, Inc. | | 876,152 | | 876,152 | | 2/1/2013 |
| Coulomb Technologies, Inc. | | 505,464 | | 505,464 | | 6/1/2013 |
| Daylight Solutions, Inc. | | 1,506,777 | | 1,506,777 | | 8/1/2013 |
| EcoSMART Technologies, Inc. | | 3,630,141 | | 3,630,141 | | 10/1/2013 |
| eIQ Energy, Inc. | | 426,080 | | 426,080 | | 6/1/2013 |
| EoPlex Technologies, Inc. | | 456,248 | | 456,248 | | 10/1/2013 |
| Lehigh Technologies, Inc. | | 2,019,632 | | 2,019,632 | | 3/1/2014 |
| PlantSense, Inc. | | 455,925 | | 455,925 | | 8/1/2013 |
|
| | | | | | | | |
| Sezmi Corp. | | 226,335 | | 226,335 | | 2/1/2012 |
| Solaria Corp. | | 2,213,800 | | 2,213,800 | | 9/1/2014 |
| Streamlite, Inc. | | 4,283,405 | | 4,283,405 | | 4/1/2013 |
| Sub-One Technology, Inc. | | 206,429 | | 206,429 | | 12/1/2011 |
| Svaya Nanotechnologies, Inc. | | 102,098 | | 102,098 | | 7/1/2013 |
| WeatherBill, Inc. | | 3,278,186 | | 3,278,186 | | 4/1/2013 |
| ZeaChem, Inc. | | 4,306,046 | | 4,306,046 | | 7/1/2013 |
| Subtotal: | 16.1% | $ | 25,681,359 | | $ | 25,681,359 | | |
| | | | | |
| Security | | | | |
| Dragnet Solutions, Inc. | | $ | 297,519 | | $ | 297,519 | | 12/1/2011 |
| Nevis Networks, Inc. | | — | | 263,762 | | * |
| Guardian Analytics, Inc. | | 280,246 | | 280,246 | | 12/1/2011 |
| TrustedID, Inc. | | 385,641 | | 385,641 | | 6/1/2012 |
| Subtotal: | 0.6% | $ | 963,406 | | $ | 1,227,168 | | |
| | | | | |
| Semiconductors & Equipment | | | | |
| Alereon, Inc. | | $ | — | | $ | 76,137 | | * |
| Azuro, Inc. | | 441,732 | | 441,732 | | 9/1/2011 |
| Intelleflex Corp. | | 14,266 | | 14,266 | | 4/1/2011 |
| Newport Media, Inc. | | 2,460,392 | | 2,460,392 | | 1/1/2013 |
| SiPort, Inc. | | 1,365,812 | | 1,365,812 | | 9/1/2013 |
| Tela Innovations, Inc. | | 72,531 | | 72,531 | | 7/1/2011 |
| Subtotal: | 2.7% | $ | 4,354,733 | | $ | 4,430,870 | | |
| | | | | |
| Software | | | | |
| AcousticEye, Ltd. | | $ | 707,437 | | $ | 707,437 | | 12/1/2013 |
| Anchor Intelligence, Inc. | | 198,754 | | 498,754 | | * |
| Athena Design Systems, Inc. | | — | | 53,849 | | * |
| Atlantis Computing, Inc. | | 149,112 | | 149,112 | | 9/1/2012 |
| BlueRoads Corp. | | 16,989 | | 811,989 | | * |
| ClearPath, Inc. | | 510,195 | | 510,195 | | 2/1/2014 |
| Cloudmark, Inc. | | 4,249,558 | | 4,249,558 | | 2/1/2013 |
| Cloudshare, Inc. | | 1,057,066 | | 1,057,066 | | 2/1/2012 |
| Corduro, Inc. | | 436,048 | | 436,048 | | 12/1/2013 |
| D Software Inc. | | 77,689 | | 77,689 | | 1/1/2013 |
| Demandbase, Inc. | | 571,859 | | 571,859 | | 10/1/2012 |
| EnPrecis, Inc. | | 114,909 | | 114,909 | | 11/1/2013 |
| Future Point Systems, Inc. | | 129,783 | | 129,783 | | * |
| Gazillion, Inc. | | 1,023,044 | | 1,023,044 | | 1/1/2014 |
| gloStream, Inc. | | 789,656 | | 789,656 | | 2/1/2014 |
| Image Vision Labs, Inc. | | 230,049 | | 230,049 | | 3/1/2014 |
| Intalio, Inc. | | 1,518,662 | | 1,518,662 | | 2/1/2014 |
| JasperSoft, Inc. | | 121,321 | | 121,321 | | 5/1/2011 |
| Kareo, Inc. | | 351,160 | | 351,160 | | 2/1/2014 |
| KIT Digital, Inc. | | 5,554,542 | | 5,554,542 | | 9/1/2013 |
| Knowledge Adventure, Inc. | | 1,193,111 | | 1,193,111 | | 5/1/2012 |
|
| | | | | | | | |
| Krux Digital, Inc. | | 464,394 | | 464,394 | | 12/1/2013 |
| Lending Stream Ltd. | | 3,463,052 | | 3,463,052 | | 9/1/2013 |
| MarketFish, Inc. | | 154,730 | | 154,730 | | 9/1/2012 |
| Medsphere Systems Corp. | | 1,959,164 | | 1,959,164 | | 10/1/2012 |
| Mr. Number, Inc. | | 259,665 | | 259,665 | | 11/1/2012 |
| Palantir Technologies, Inc. | | 7,550,081 | | 7,550,081 | | 6/1/2013 |
| Queplix Corp. | | 436,833 | | 436,833 | | 8/1/2013 |
| RingCube Technologies, Inc. | | 444,009 | | 444,009 | | 10/1/2011 |
| RivalWatch, Inc. | | 341,548 | | 341,548 | | 2/1/2013 |
| SOA Software, Inc. | | 293,500 | | 293,500 | | 4/1/2011 |
| SoundHound, Inc. | | 932,504 | | 932,504 | | 9/1/2013 |
| Universal Ad, Inc. | | 158,769 | | 318,769 | | * |
| Validare, Inc. | | 216,944 | | 216,944 | | 10/1/2013 |
| Verix, Inc. | | 828,028 | | 1,108,028 | | * |
| Viewdle, Inc. | | 160,765 | | 160,765 | | 12/1/2011 |
| XOS Technologies, Inc. | | 2,339,140 | | 2,339,140 | | 5/1/2014 |
| Xtime, Inc. | | 529,117 | | 529,117 | | 10/1/2013 |
| Yap, Inc. | | 669,793 | | 669,793 | | 9/1/2013 |
| Subtotal: | 25.2% | $ | 40,202,980 | | $ | 41,791,829 | | |
| | | | | |
| Technology Services | | | | |
| DigitalPath, Inc. | | $ | 769,381 | | $ | 769,381 | | 10/1/2013 |
| Subtotal: | 0.5% | $ | 769,381 | | $ | 769,381 | | |
| | | | | |
| Wireless | | | | |
| Cellfire, Inc. | | $ | 151,680 | | $ | 151,680 | | 1/1/2012 |
| DeFi Global Inc. | | — | | 337,344 | | * |
| GPShopper, LLC | | 220,886 | | 220,886 | | 2/1/2014 |
| July Systems, Inc. | | 851,067 | | 851,067 | | 9/1/2013 |
| Mobclix, Inc. | | 413,208 | | 413,208 | | 9/1/2012 |
| Nextivity, Inc. | | 1,376,036 | | 2,066,036 | | * |
| Quickoffice, Inc. | | 782,001 | | 782,001 | | 10/1/2012 |
| SandLinks, Inc. | | 68,984 | | 268,984 | | * |
| Silent Communication, Ltd. | | 697,227 | | 697,227 | | 5/1/2013 |
| Venturi Wireless, Inc. | | 460,998 | | 460,998 | | 12/1/2011 |
| Subtotal: | 3.1% | $ | 5,022,087 | | $ | 6,249,431 | | |
| | | | | |
| Total (Cost of $152,756,094): | 90.6% | $ | 144,638,360 | | $ | 152,756,094 | | |
* As of March 31, 2011, loans with a cost basis and fair value of $14.7 million and $6.8 million, respectively, have been classified as nonaccrual. During the period for which these loans have been on non-accrual status, no interest income has been recognized.
Loans as of December 31, 2010 are to non-affiliates and consist of the following:
|
| | | | | | | | |
| | Percentage of | Estimated Fair | Par Value | Final |
| Borrower | Net Assets | Value 12/31/10 | 12/31/2010 | Maturity Date |
| Biotechnology | | | | |
| Bioabsorbable Therapeutics, Inc. | | $ | 3,089 | | $ | 798,089 | | * |
| IntegenX, Inc. | | 2,718,413 | | 2,718,413 | | 12/1/2012 |
| Pathway Genomics Corp. | | 2,174,819 | | 2,174,819 | | 7/1/2013 |
| Stem CentRx, LLC | | 936,471 | | 936,471 | | 1/1/2014 |
| Subtotal: | 3.6% | $ | 5,832,792 | | $ | 6,627,792 | | |
| | | | | |
| Carrier Networking | | | | |
| Opvista, Inc. | | $ | 1,682,838 | | $ | 1,682,838 | | * |
| TimeData Corp. | | — | | 202,001 | | * |
| Subtotal: | 1.0% | $ | 1,682,838 | | $ | 1,884,839 | | |
| | | | | |
| Computers & Storage | | | | |
| D-Wave Systems, Inc. | | $ | 1,088,997 | | $ | 1,088,997 | | 11/1/2013 |
| Nexenta Systems, Inc. | | 798,241 | | 798,241 | | 5/1/2013 |
| Subtotal: | 1.2% | $ | 1,887,238 | | $ | 1,887,238 | | |
| | | | | |
| Enterprise Networking | | | | |
| Envivio, Inc. | | $ | 22,502 | | $ | 22,502 | | 1/1/2011 |
| Vyatta, Inc. | | 485,069 | | 485,069 | | 9/1/2012 |
| Subtotal: | 0.3% | $ | 507,571 | | $ | 507,571 | | |
| | | | | |
| Internet | | | | |
| Akademos, Inc. | | $ | 661,512 | | $ | 661,512 | | 4/1/2013 |
| Blekko, Inc. | | 2,704,501 | | 2,704,501 | | 2/1/2013 |
| BuzzLogic, Inc. | | 815,500 | | 815,500 | | 10/1/2013 |
| Collarity, Inc. | | — | | 669,821 | | * |
| Cuil, Inc. | | 124,377 | | 2,529,377 | | * |
| DisplayLink, Ltd. | | 1,343,240 | | 1,343,240 | | 6/1/2013 |
| Donnerwood Media, Inc. | | 151,117 | | 151,117 | | 5/1/2011 |
| eduFire, Inc. | | — | | 269,893 | | * |
| Fwix, Inc. | | 51,270 | | 51,270 | | 8/1/2013 |
| Genius.com, Inc. | | 366,918 | | 366,918 | | 12/1/2012 |
| Inigral, Inc. | | 42,411 | | 42,411 | | 9/1/2011 |
| Insider Guides, Inc. | | 3,709,331 | | 3,709,331 | | 12/1/2013 |
| Instructables, Inc. | | 213,627 | | 213,627 | | 7/1/2012 |
| Involver, Inc. | | 1,052,842 | | 1,052,842 | | 6/1/2013 |
| LOLapps, Inc. | | 453,810 | | 453,810 | | 11/1/2013 |
| Loomia, Inc. | | — | | 277,681 | | * |
| MGEL, Inc. | | 385,473 | | 385,473 | | 1/1/2013 |
| MMJK, Inc. | | 1,233,222 | | 1,233,222 | | 12/1/2012 |
| PeerPong, Inc. | | 469,871 | | 469,871 | | 6/1/2013 |
|
| | | | | | | | |
| PerformLine, Inc. | | 163,221 | | 163,221 | | 4/1/2012 |
| Philotic, Inc. | | 248,022 | | 248,022 | | 8/1/2013 |
| Plastic Jungle, Inc. | | 1,223,902 | | 1,223,902 | | 11/1/2012 |
| Quantcast Corp. | | 4,885,191 | | 4,885,191 | | 1/1/2014 |
| Rocket Fuel, Inc. | | 848,541 | | 848,541 | | 3/1/2013 |
| Semantic Sugar, Inc. | | 182,623 | | 182,623 | | 7/1/2012 |
| Sittercity, Inc. | | 1,280,356 | | 1,280,356 | | 11/1/2013 |
| SugarSync, Inc. | | 91,830 | | 91,830 | | 5/1/2011 |
| ThisNext, Inc. | | 192,612 | | 192,612 | | 1/1/2012 |
| Topsy Labs, Inc. | | 2,003,704 | | 2,003,704 | | 4/1/2013 |
| Ustream, Inc. | | 4,400,460 | | 4,400,460 | | 1/1/2014 |
| WeddingWire, Inc. | | 328,400 | | 328,400 | | 10/1/2013 |
| Worktopia, Inc. | | 349,264 | | 349,264 | | 12/1/2011 |
| Youku.com, Inc. | | 3,285,917 | | 3,285,917 | | 7/1/2013 |
| Subtotal: | 20.3% | $ | 33,263,065 | | $ | 36,885,460 | | |
| | | | | |
| Medical Devices | | | | |
| AirXpanders, Inc. | | $ | 254,730 | | $ | 254,730 | | 9/1/2011 |
| Bacterin International Holdings, Inc. | | 814,518 | | 814,518 | | 11/1/2013 |
| Biomerix Corp. | | 316,664 | | 316,664 | | 12/1/2011 |
| Cellscape Corp. | | 254,422 | | 254,422 | | 12/1/2012 |
| ConforMIS, Inc. | | 4,929,917 | | 4,929,917 | | 6/1/2012 |
| CV Ingenuity Corp. | | 147,592 | | 147,592 | | 8/1/2012 |
| CyberHeart, Inc. | | 549,830 | | 729,830 | | * |
| Evera Medical, Inc. | | — | | 567,215 | | * |
| iBalance Medical, Inc. | | 178,907 | | 278,907 | | * |
| Intellidx, Inc. | | 204,145 | | 904,145 | | * |
| Kona Medical, Inc. | | 363,770 | | 363,770 | | 11/1/2013 |
| Oculus Innovative Sciences, Inc. | | 2,659,267 | | 2,659,267 | | 11/1/2013 |
| PEAK Surgical, Inc. | | 3,739,037 | | 3,739,037 | | 7/1/2013 |
| PinPointe U.S.A., Inc. | | 791,705 | | 791,705 | | 7/1/2012 |
| Spinal Kinetics, Inc. | | 1,504,677 | | 1,504,677 | | 10/1/2013 |
| Suneva Medical, Inc. | | 2,196,571 | | 2,196,571 | | 6/1/2013 |
| Varix Medical Corp. | | 135,141 | | 180,141 | | * |
| Subtotal: | 11.6% | $ | 19,040,893 | | $ | 20,633,108 | | |
| | | | | |
| Other Technology | | | | |
| Ampulse Corp. | | $ | 1,302,365 | | $ | 1,302,365 | | 2/1/2013 |
| Astro Gaming, Inc. | | 1,011,543 | | 1,011,543 | | 2/1/2013 |
| Coulomb Technologies, Inc. | | 545,028 | | 545,028 | | 6/1/2013 |
| Daylight Solutions, Inc. | | 1,641,672 | | 1,641,672 | | 8/1/2013 |
| EcoSMART Technologies, Inc. | | 3,824,177 | | 3,824,177 | | 10/1/2013 |
| eIQ Energy, Inc. | | 461,842 | | 461,842 | | 6/1/2013 |
| EoPlex Technologies, Inc. | | 573,362 | | 573,362 | | 10/1/2013 |
| PlantSense, Inc. | | 449,866 | | 449,866 | | 8/1/2013 |
| Sezmi Corp. | | 432,729 | | 432,729 | | 2/1/2012 |
| Soliant Energy, Inc. | | 425,427 | | 425,427 | | 7/1/2012 |
|
| | | | | | | | |
| Streamlite, Inc. | | 4,687,168 | | 4,687,168 | | 4/1/2013 |
| Sub-One Technology, Inc. | | 253,424 | | 253,424 | | 12/1/2011 |
| Svaya Nanotechnologies, Inc. | | 109,489 | | 109,489 | | 7/1/2013 |
| WeatherBill, Inc. | | 3,581,051 | | 3,581,051 | | 4/1/2013 |
| ZeaChem, Inc. | | 4,670,162 | | 4,670,162 | | 7/1/2013 |
| Subtotal: | 14.6% | $ | 23,969,305 | | $ | 23,969,305 | | |
| | | | | |
| Security | | | | |
| Dragnet Solutions, Inc. | | $ | 296,743 | | $ | 296,743 | | 12/1/2011 |
| Guardian Analytics, Inc. | | 366,413 | | 366,413 | | 12/1/2011 |
| Nevis Networks, Inc. | | — | | 263,762 | | * |
| TrustedID, Inc. | | 423,949 | | 423,949 | | 6/1/2012 |
| Subtotal: | 0.7% | $ | 1,087,105 | | $ | 1,350,867 | | |
| | | | | |
| Semiconductors & Equipment | | | | |
| Alereon, Inc. | | $ | 1,137 | | $ | 76,137 | | * |
| Azuro, Inc. | | 651,109 | | 651,109 | | 9/1/2011 |
| Discera, Inc. | | 2,179 | | 2,179 | | 1/1/2011 |
| Intelleflex Corp. | | 150,119 | | 150,119 | | 4/1/2011 |
| Newport Media, Inc. | | 2,870,116 | | 2,870,116 | | 1/1/2013 |
| SiPort, Inc. | | 1,611,189 | | 1,611,189 | | 9/1/2013 |
| Tela Innovations, Inc. | | 124,010 | | 124,010 | | 7/1/2011 |
| Subtotal: | 3.3% | $ | 5,409,859 | | $ | 5,484,859 | | |
| | | | | |
| Software | | | | |
| AcousticEye, Ltd. | | $ | 702,614 | | $ | 702,614 | | 12/1/2013 |
| Anchor Intelligence, Inc. | | 198,754 | | 498,754 | | * |
| Athena Design Systems, Inc. | | — | | 53,849 | | * |
| Atlantis Computing, Inc. | | 165,259 | | 165,259 | | 9/1/2012 |
| BlueRoads Corp. | | 16,989 | | 811,989 | | * |
| Cloudmark, Inc. | | 4,952,583 | | 4,952,583 | | 2/1/2013 |
| Cloudshare, Inc. | | 1,287,471 | | 1,287,471 | | 2/1/2012 |
| Corduro, Inc. | | 450,196 | | 450,196 | | 12/1/2013 |
| D Software, Inc. | | 84,090 | | 84,090 | | 1/1/2013 |
| Demandbase, Inc. | | 638,613 | | 638,613 | | 10/1/2012 |
| Future Point Systems, Inc. | | 136,921 | | 136,921 | | 5/1/2012 |
| Gazillion, Inc. | | 941,348 | | 941,348 | | 11/1/2013 |
| Global Analytics, Inc. | | 3,670,671 | | 3,670,671 | | 9/1/2013 |
| Intalio, Inc. | | 790,343 | | 790,343 | | 9/1/2013 |
| JasperSoft, Inc. | | 280,149 | | 280,149 | | 5/1/2011 |
| KIT Digital, Inc. | | 5,763,261 | | 5,763,261 | | 9/1/2013 |
| Knowledge Adventure, Inc. | | 1,469,681 | | 1,469,681 | | 5/1/2012 |
| Krux Digital, Inc. | | 455,793 | | 455,793 | | 12/1/2013 |
| MarketFish, Inc. | | 174,445 | | 174,445 | | 9/1/2012 |
| Medsphere Systems Corp. | | 2,251,709 | | 2,251,709 | | 10/1/2012 |
| Mr. Number, Inc. | | 275,344 | | 275,344 | | 11/1/2012 |
| Palantir Technologies, Inc. | | 8,385,529 | | 8,385,529 | | 6/1/2013 |
|
| | | | | | | | |
| Queplix Corp. | | 234,420 | | 234,420 | | 7/1/2013 |
| RingCube Technologies, Inc. | | 515,043 | | 515,043 | | 10/1/2011 |
| RivalWatch, Inc. | | 382,732 | | 382,732 | | 2/1/2013 |
| SOA Software, Inc. | | 627,110 | | 627,110 | | 4/1/2011 |
| SoundHound, Inc. | | 458,933 | | 458,933 | | 9/1/2013 |
| Universal Ad, Inc. | | 158,769 | | 318,769 | | * |
| Validare, Inc. | | 212,497 | | 212,497 | | 10/1/2013 |
| Verix, Inc. | | 825,128 | | 1,105,128 | | * |
| Viewdle, Inc. | | 209,204 | | 209,204 | | 12/1/2011 |
| Xtime, Inc. | | 609,883 | | 609,883 | | 10/1/2013 |
| Yap, Inc. | | 690,576 | | 690,576 | | 9/1/2013 |
| Subtotal: | 23.2% | $ | 38,016,058 | | $ | 39,604,907 | | |
| | | | | |
| Technology Services | | | | |
| DigitalPath, Inc. | | $ | 758,765 | | $ | 758,765 | | 10/1/2013 |
| Subtotal: | 0.5% | $ | 758,765 | | $ | 758,765 | | |
| | | | | |
| Wireless | | | | |
| Cellfire, Inc. | | $ | 329,990 | | $ | 329,990 | | 1/1/2012 |
| DeFi Global, Inc. | | 137,344 | | 337,344 | | * |
| Emotive Communications, Inc. | | 11,388 | | 286,388 | | * |
| July Systems, Inc. | | 930,596 | | 930,596 | | 9/1/2013 |
| Mobclix, Inc. | | 468,674 | | 468,674 | | 9/1/2012 |
| Nextivity, Inc. | | 1,376,036 | | 2,066,036 | | * |
| Quickoffice, Inc. | | 940,287 | | 940,287 | | 10/1/2012 |
| SandLinks, Inc. | | 68,984 | | 268,984 | | * |
| Send Me, Inc. | | 632,066 | | 632,066 | | 4/1/2012 |
| Silent Communication, Ltd. | | 782,042 | | 782,042 | | 5/1/2013 |
| Venturi Wireless, Inc. | | 481,734 | | 481,734 | | 1/1/2012 |
| Subtotal: | 3.8% | $ | 6,159,141 | | $ | 7,524,141 | | |
| | | | | |
| Total (Cost of $147,118,852): | 84.1% | $ | 137,614,630 | | $ | 147,118,852 | | |
*As of December 31, 2010, loans with a cost basis and fair value of $15.2 million and $5.7 million, respectively, have been classified as nonaccrual. During the period for which these loans have been on non-accrual status, no interest income has been recognized.
The Fund provides asset-based financing primarily to start-up and emerging growth venture-capital-backed companies. These loans are generally secured by assets of the borrowers. As a result, the Fund is subject to general credit risk associated with such companies. At March 31, 2011, the Fund had unexpired unfunded commitments to borrowers of $34.2 million.
Valuation Hierarchy
The Fund categorizes its fair value measurements according to a three-level hierarchy. The hierarchy prioritizes the inputs used by the Fund's valuation techniques. A level is assigned to each fair value measurement based on the lowest level input that is significant to the fair value measurement in its entirety. The three levels of the fair value hierarchy are defined as follows:
|
| |
| Level 1 | Unadjusted quoted prices for identical assets or liabilities in active markets that are accessible at the measurement date. |
| | |
| Level 2 | Prices or valuations based on observable inputs other than quoted prices in active markets for identical assets and liabilities. |
| | |
| Level 3 | Prices or valuations that require inputs that are both significant to the fair value measurement and unobservable. |
The Fund's cash equivalents were valued at the net asset value of the money market fund. As a result, these measurements are classified as Level 1. The Fund uses estimated exit values when determining the value of its investments. Because these transactions are individually negotiated and unique, and there is no market in which these assets trade, the inputs for these assets, which are discussed in the Valuation Methods listed above, are classified as Level 3.
The following table presents the balances of assets as of March 31, 2011 and December 31, 2010 measured at fair value on a recurring basis:
|
| | | | | | | | | | | |
| As of March 31, 2011 | Level 1 | | Level 3 | | Total |
| ASSETS: | | | | | |
| Loans to borrowers | $ | — | | | $ | 144,638,360 | | | $ | 144,638,360 | |
| Other investments | — | | | 24,791 | | | 24,791 | |
| Cash equivalents | 14,021,001 | | | — | | | 14,021,001 | |
| Total assets | $ | 14,021,001 | | | $ | 144,663,151 | | | $ | 158,684,152 | |
|
| | | | | | | | | | | |
| As of December 31, 2010 | Level 1 | | Level 3 | | Total |
| ASSETS: | | | | | | | | |
| Loans to borrowers | $ | — | | | $ | 137,614,630 | | | $ | 137,614,630 | |
| Other investment | — | | | 283,202 | | | 283,202 | |
| Cash equivalents | 25,771,479 | | | — | | | 25,771,479 | |
| Total assets | $ | 25,771,479 | | | $ | 137,897,832 | | | $ | 163,669,311 | |
The following table provides a summary of changes in Level 3 assets measured at fair value on a recurring basis:
|
| | | | | | | | | | | | | | | | | | | |
| | For the Three Months Ended |
| | March 31, 2011 |
| | Loans to borrowers | | Other investment | | Warrants | | Stock | | Convertible Notes |
| Beginning balance | $ | 137,614,630 | | | $ | 283,202 | | | $ | — | | | $ | — | | | $ | — | |
| Acquisitions and originations | 24,070,510 | | | — | | | 1,932,514 | | | 257,884 | | | 97,881 | |
| Additional investments | — | | | — | | | — | | | — | | | — | |
| Principal reductions | (17,698,259 | ) | | (8,411 | ) | | — | | | — | | | — | |
| Distribution to shareholder | — | | | — | | | (1,932,514 | ) | | (1,111,639 | ) | | (97,881 | ) |
| Conversion of note to stock | — | | | (250,000 | ) | | — | | | 250,000 | | | — | |
| Conversion of receivable to stock | — | | | — | | | — | | | 1,595 | | | — | |
| Net change in unrealized gain from investments | 1,386,488 | | | — | | | — | | | — | | | — | |
| Net realized gain (loss) from investments | (735,009 | ) | | — | | | — | | | 602,160 | | | — | |
| Ending balance | $ | 144,638,360 | | | $ | 24,791 | | | $ | — | | | $ | — | | | $ | — | |
|
| | | | | | | | | | | | | | | |
| | For the Three Months Ended |
| | March 31, 2010 |
| | Loans to borrowers | | Other investment | | Warrants | | Stock |
| Beginning balance | $ | 141,980,642 | | | $ | 33,247 | | | $ | — | | | $ | — | |
| Acquisitions and originations | 20,823,987 | | | — | | | 1,304,795 | | | 44,588 | |
| Additional investments | — | | | 2,374 | | | — | | | — | |
| Principal reductions | (24,349,082 | ) | | — | | | — | | | — | |
| Distribution to shareholder | — | | | — | | | (1,304,795 | ) | | (44,588 | ) |
| Conversion of note to stock | — | | | — | | | — | | | — | |
| Conversion of receivable to stock | — | | | — | | | — | | | — | |
| Net change in unrealized loss from investments | (1,531,632 | ) | | — | | | — | | | — | |
| Net realized loss from investments | (13,734 | ) | | — | | | — | | | — | |
| Ending balance | $ | 136,910,181 | | | $ | 35,621 | | | $ | — | | | $ | — | |
4. EARNINGS PER SHARE
Basic earnings per share are computed by dividing net increase (decrease) in net assets resulting from operations by the weighted average common shares outstanding. Diluted earnings per share are computed by dividing net increase (decrease) in net assets resulting from operations by the weighted average common shares outstanding, including the dilutive effects of potential common shares (e.g., stock options). The Fund has no instruments that would be potential common shares; thus, reported basic and diluted earnings per share are the same.
5. CAPITAL STOCK
As of March 31, 2011 and December 31, 2010, there were 10,000,000 shares of $0.001 par value common stock authorized, and 100,000 shares issued and outstanding. Total committed capital of the Company is $270.0 million. Total contributed capital to the Company through March 31, 2011 and December 31, 2010 was $202.5 million, of which $193.5 million was contributed to the Fund.
The chart below shows the distributions of the Fund for the three months ended March 31, 2011 and 2010.
|
| | | | | | | |
| | For the Three Months Ended | | For the Three Months Ended |
| | March 31, 2011 | | March 31, 2010 |
| Cash distributions | $ | 7,000,000 | | | $ | 5,600,000 | |
| Distributions of equity securities | 3,142,033 | | | 1,349,383 | |
| | | | | | |
| Total distributions to shareholder | $ | 10,142,033 | | | $ | 6,949,383 | |
Final classification of the distributions as either a return of capital or a distribution of income is an annual determination made at the end of each year dependent upon the Fund's current year and cumulative earnings and profits.
6. DEBT FACILITY
On February 20, 2009, the Fund entered into agreements with Union Bank, N.A. that established a secured revolving loan facility in an initial amount of up to $30,000,000. The Fund had the option to request that lenders providing such facility increase the borrowing availability thereunder to no more than $230,000,000 in the aggregate, as commitments may be obtained, however, the lenders are under no obligation to do so. Additional fees would be required to be paid in order to upsize the facility. Loans under the facility may be, at the option of the Fund, either Reference Rate loans or LIBOR loans. The interest rate on this facility is LIBOR plus 2.50 percent or
Reference Rate (as defined in the agreement) plus 0.75 percent. The facility terminated on February 18, 2011. The balance of the Fund's outstanding debt as of December 31, 2010 and February 18, 2011 was zero.
Borrowings under this facility were collateralized by receivables under loans advanced by the Fund with assignment to the financial institution, plus other assets of the Fund. The amortization schedule for each borrowing under the facility was expected to correspond to the amortization of the loans supporting each borrowing. The Fund paid a commitment fee of 0.40 percent (annual fee paid quarterly) based on the total commitment related to the facility. This fee reduces to 0.25 percent when the facility is more than fifty percent utilized.
Bank fees of $155,000 were incurred in connection with initially procuring the facility. Legal costs of $139,963 were incurred in negotiating the facility. Prior to the termination of the facility, both the bank fees and the legal costs were being capitalized on a straight line basis over the expected life of the facility (February 2011). The facility terminated in February 2011 and all bank fees and legal costs are fully amortized.
7. OTHER INVESTMENTS
Other Investments include an interest in Sensors Licensing, LLC ("SL LLC") and a convertible note in StemCentrx, LLC.
In 2009, the Fund repossessed the collateral from a borrower who was having financial difficulties. At the time of the repossession, the loan from the borrower had a cost basis of $2,433,298 and a book value of $1,213,298. The repossessed assets were immediately contributed to a newly formed LLC (Sensors Licensing, LLC, “SL LLC”) in conjunction with a licensing agreement between SL LLC and an unaffiliated third party. The Fund and Venture Lending & Leasing IV, Inc. each have a 50% ownership interest in SL LLC.
At the time the assets were contributed to SL LLC they were valued at $1,750,000 based on expectations of cash flows from the licensing arrangement. The Fund took a realized loss on the loan in the amount of $1,558,298 at the time the transaction was consummated in 2009. The realized loss is the difference between the Fund's portion of the value of the assets repossessed and the book value of $2,433,298.
SL LLC collected $200,000 and distributed $100,000 to the Fund. The unaffiliated third party cancelled the licensing agreement during 2009. SL LLC continues to distribute proceeds from the sale of equipment as cash becomes available.
Because the collateral is highly customized and no current buyer or lessee has been identified, the Fund had taken a $735,000 fair market reduction in 2009, which represents the difference between the previously determined fair value, the collections to date, and the expected liquidation value of the assets should no buyer or lessee be found. The Fund's portion of the expected liquidation value of the asset as of March 31, 2011 is $24,791.
On September 30, 2010, the Fund acquired a convertible note in StemCentrx, LLC for $250,000. As of December 31, 2010, the fair value of the convertible note was determined to be $250,000 based on the estimated value of the shares of stock into which the note will convert , and the amount recorded as Other Assets in the Statement of Assets and Liabilities includedthe fair value of the note and the accrued interest of $1,595. On March 11, 2011, the note and its accrued interest were converted into series C preferred shares of stock in StemCentrx, LLC, and distributed to the Fund's shareholder.
8. FINANCIAL HIGHLIGHTS
Accounting principles generally accepted in the United States of America require disclosure of financial highlights of the Fund for the periods presented, the three months ended March 31, 2011 and 2010. The total rate of return is defined as the return based on the change in value during the period of a theoretical investment made at the beginning of the period. The total rate of return assumes a constant rate of return for the Fund during the period reported and weights each cash flow by the amount of time held in the Fund. This required methodology differs from an internal rate of return.
The ratios of expenses and net investment income to average net assets, calculated below, are annualized and are computed based upon the aggregate weighted average net assets of the Fund for the periods presented. Net investment income is inclusive of all investment income net of expenses, and excludes realized or unrealized gains and losses.
Beginning and ending net asset values per share are based on the beginning and ending number of shares outstanding. Other per share information is calculated based upon the aggregate weighted average net assets of the Fund for the periods presented.
The following per share data and ratios have been derived from the information provided in the financial statements:
|
| | | | | | | |
| | For the Three Months Ended | | For the Three Months Ended |
| | March 31, 2011 | | March 31, 2010 |
| | | | |
| Total return* | 15.07 | % | | 3.86 | % |
| | | | |
| Per share amounts: | | | |
| Net asset value, beginning of period | $ | 1,637.21 | | | $ | 1,757.62 | |
| Net investment income | 47.78 | | | 45.33 | |
| Net change in unrealized and realized loss from investments | 12.53 | | | (15.45 | ) |
| Net increase in net assets from operations | 60.31 | | | 29.88 | |
| Return of capital to shareholder | (54.97 | ) | | (24.30 | ) |
| Income distributions to shareholder | (46.45 | ) | | (45.20 | ) |
| | | | | | |
| Net asset value, end of period | $ | 1,596.10 | | | $ | 1,718.00 | |
| | | | | | |
| Net assets, end of period | $ | 159,609,673 | | | $ | 171,800,294 | |
| | | | |
| Ratios to average net assets: | | | |
| | | | |
| Expenses * | 2.85 | % | | 2.98 | % |
| Net investment income * | 11.82 | % | | 10.42 | % |
| * Annualized | | | |
9. SUBSEQUENT EVENTS
Subsequent events have been reviewed through May 12, 2011. No additional disclosure is required.
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations
The information in this Quarterly Report on Form 10-Q contains certain “forward-looking statements” within the meaning of the securities laws. These forward-looking statements reflect the current view of Venture Lending & Leasing V, Inc. (the “Fund”) with respect to future events and financial performance and are subject to a number of risks and uncertainties, many of which are beyond the Fund's control. All statements, other than statements of historical facts included in this report, regarding the strategy, future operations, financial position, estimated revenues, projected costs, prospects, plans and objectives of the Fund are forward-looking statements. When used in this report, the words “will”, “believe”, “anticipate”, “intend”, “estimate”, “expect”, “project” and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. All forward-looking statements speak only as of the date of this report. The Fund does not undertake any obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise.
General
The Fund is 100% owned by Venture Lending & Leasing V, LLC (the “Company”). The Fund's shares of Common Stock, $.001 par value were sold to its shareholder under a stock purchase agreement. The Fund has issued 100,000 of the Fund's 10,000,000 authorized shares. The Fund's shareholder may make additional capital contributions to the Fund.
In addition to the historical information contained herein, this Quarterly Report on Form 10-Q contains certain forward-looking statements. The reader of this Quarterly Report should understand that all such forward-looking statements are subject to various uncertainties and risks that could affect their outcome. The Fund's actual results could differ materially from those suggested by such forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, variances in the actual versus projected growth in assets, return on assets, loan losses, expenses, rates charged on loans and earned on securities investments and competition. This entire Quarterly Report should be read to put such forward-looking statements in context and to gain a more complete understanding of the uncertainties and risks involved in the Fund's business.
Overview
The Fund is a financial services company primarily providing financing and advisory services to a variety of carefully selected venture-backed companies primarily located throughout the United States with a focus on growth oriented companies. The Fund's portfolio is expected to become well diversified and consists of companies in the communications, information services, media, and technology, including software and technology-enabled business services, bio-technology, and medical devices industry sectors, among others. The Fund's capital is generally used by our portfolio companies to finance acquisitions of fixed assets and/or for working capital. On February 21, 2007, the Fund completed its first closing of capital contributions, made its first investments, and became a non-diversified, closed-end investment company that elected to be treated as a business development company under the Investment Company Act of 1940. The Fund elected to be treated for federal income tax purposes as a regulated investment company under the Internal Revenue Code with the filing of its federal corporate income tax return for 2007. Pursuant to this election, the Fund generally will not have to pay corporate-level taxes on any income it distributes to the stockholder as dividends, allowing the Fund's shareholder to substantially reduce or eliminate its corporate-level tax liability.
The Fund will seek to meet the ongoing requirements, including the diversification requirements, to qualify as a Regulated Investment Company (“RIC”) under the Internal Revenue Code. If the Fund fails to meet these requirements, it would be taxed as an ordinary corporation on its taxable income for that year (even if that income were distributed to the Company) and all distributions out of its earnings and profits would be taxable to the Members of the Company as ordinary income; thus, such income would be subject to a double layer of tax. There is no assurance that the Fund will meet the ongoing requirements to qualify as a RIC for tax purposes.
The Fund's investment objective is to achieve a high total return. The Fund seeks to achieve its investment objective by providing debt financing to portfolio companies. Since inception, the Fund's investing activities have focused primarily on private debt securities. The Fund generally receives warrants to acquire equity securities in connection with its portfolio investments. The Fund generally distributes these warrants to its shareholder upon receipt. The Fund also has guidelines for the percentages of total assets which will be invested in different types of assets.
The portfolio investments of the Fund consist of debt financing to early and late stage venture capital backed technology companies. The borrowers' ability to repay their loans may be adversely impacted by a number of factors, and as a result, loans may not fully be repaid. Furthermore, the Fund's security interest in any collateral over the borrower's assets may be insufficient to make up any shortfall in payments.
Transactions with Venture Lending & Leasing VI, Inc. (“Fund VI”)
The Manager also serves as investment manager for Fund VI. Initially the amount of each Investment has been allocated 50% to the Fund and 50% to Fund VI so long as the Fund has capital available to invest. After February 2011, the Fund is no longer permitted to enter into new commitments to borrowers; however, the Fund is permitted to fund existing commitments. While investing the Fund's capital in the same companies in which Fund VI is also investing should provide the Fund with greater diversification and access to larger transactions, it can also result in a slower pace of investment than would be the case if the Fund were investing in companies by itself.
Critical Accounting Policies
We identified the most critical accounting principles upon which our financial statements depend and determined the critical accounting principles by considering accounting policies that involve the most complex or subjective decisions or assessments. The two critical accounting policies relate to the valuation of loans and treatment of non-accrual loans.
Loans are held at estimated fair value as determined by Management, in accordance with the valuation methods described in the valuation of loans section of Note 2 of the Fund's Annual Report on Form 10-K for the year ended December 31, 2010 (Summary of Significant Accounting Policies). Critical factors in determining the fair value of a loan include payment history, collateral position, financial strength of the borrower, prospects for the borrower's raising future equity rounds, likelihood of sale or acquisition of the borrower, and length of expected holding period of the loan, as well as an evaluation of the general interest rate environment. The actual value of the loans may differ from Management's estimates which would affect net income as well as assets.
Results of Operations - For the three and three months ended March 31, 2011 and 2010
Total investment income for the three months ended March 31, 2011 and 2010 was $5.9 million and $5.8 million, respectively, which primarily consisted of interest on venture loans outstanding. The remaining income consisted of interest and dividends on the temporary investment of cash and late fees. The increase was primarily due to the increase in interest rates, as average interest rates increased from 17.34% for the three months ended March 31, 2010 to 17.59% for the three months ended March 31, 2011. This was partially offset by the decrease in the average loan outstanding to $134.4 million for the three months ended March 31, 2011 from $134.5 million for the three months ended March 31, 2010. Interest is calculated using the effective interest method, and rates earned by the Fund will fluctuate based on many factors including volatility, and early payoffs.
Management fees for the three months ended March 31, 2011 and 2010 were $1.0 million and $1.1 million, respectively. Management fees are calculated as a percentage of assets, and because assets declined, management fees declined proportionally.
Total interest expense were less than $0.1 million for the three months ended March 31, 2011 and 2010. In 2010 and 2011, no debt was drawn and the interest expense is composed of fees associated with the facility.
Total banking and professional fees for the three months ended March 31, 2011 and 2010 were $0.1 million, respectively.
Total other operating expenses for the three and three months ended March 31, 2011 and 2010 were less than $0.1 million, respectively.
Net investment income for the three months ended March 31, 2011 and 2010 was $4.8 million and $4.5 million, respectively.
Total net realized loss from investments was $0.1 million and less than $0.1 million for the three months ended March 31, 2011 and 2010, respectively.
Net change in unrealized gain (loss) from investments was $1.4 million and $(1.5) million for the three months ended March 31, 2011 and 2010, respectively. The unrealized loss consists of fair market value adjustment taken against loans.
Net increase in net assets resulting from operations for the three months ended March 31, 2011 and 2010 was $6.0 million and $3.0 million, respectively. On a per share basis, the net increase in net assets resulting from operations was $60.31 and $29.88 for the three months ended March 31, 2011 and 2010, respectively.
Liquidity and Capital Resources - March 31, 2011 and December 31, 2010
Total capital contributed to the Fund was $193.5 million, prior to distribution of capital, as of March 31, 2011 and December 31, 2010. Committed capital to the Company at March 31, 2011 and December 31, 2010 was $270.0 million, of which $202.5 million has been called. The remaining $67.5 million in committed capital as of March 31, 2011 is due to expire in February 2012 as the five year anniversary will have passed, at which time no further capital can be called.
On February 20, 2009, the Fund entered into agreements with Union Bank, N.A. that established a secured revolving loan facility in an initial amount of up to $30,000,000. The Fund had the option to request that lenders providing such facility increase the borrowing availability thereunder to no more than $230,000,000 in the aggregate, as commitments may be obtained, however, the lenders were under no obligation to do so. Additional fees would be required to be paid in order to upsize the facility. Borrowings by the Fund were collateralized by the personal property and other assets of the Fund. Loans under the facility may be, at the option of the Fund, either Reference Rate loans or LIBOR loans. The Fund would pay interest on its borrowings and would also pay a fee on the unused portion of the facility. On September 11, 2009, the Fund fully paid its borrowing under the debt facility and the facility terminated on February 18, 2011.
As of March 31, 2011 and December 31, 2010, 8.7% and 15.5%, respectively, of the Fund's assets consisted of cash and cash equivalents. The Fund invested its assets in venture loans during the three months ended March 31, 2011 and 2010. Amounts disbursed under the Fund's loan commitments totaled approximately $24.1 million during the three months ended March 31, 2011. Net loan amounts outstanding after amortization and fair market adjustment increased by approximately $7.0 million for the same period. Unexpired, unfunded commitments totaled approximately $34.2 million as of March 31, 2011.
|
| | | | |
| As of | Cumulative Amount Disbursed | Principal Reductions and Fair Market Adjustment | Balance Outstanding – Fair Value | Unexpired Unfunded Commitments |
| March 31, 2011 | $427.5 million | $282.9 million | $144.6 million | $34.2 million |
| December 31, 2010 | $403.4 million | $265.8 million | $137.6 million | $47.7 million |
Venture loans are privately negotiated transactions. Investments in these assets are relatively illiquid. It is the Fund's experience that not all unfunded commitments will be used by borrowers.
The Fund seeks to meet the requirements to qualify for the special pass-through status available to RICs under the Internal Revenue Code, and thus to be relieved of federal income tax on that part of its net investment income and realized capital gains that it distributes to its shareholder. To qualify as a RIC, the Fund must distribute to its shareholder for each taxable year at least 90% of its investment company taxable income (consisting generally of net investment income and net short-term capital gain) (“Distribution Requirement”). To the extent that the terms of the Fund's venture loans provide for the receipt by the Fund of additional interest at the end of the loan term or provide for the receipt by the Fund of a purchase price for the asset at the end of the loan term (“residual income”), the Fund would be required to accrue such residual income over the life of the loan, and to include such accrued income in its gross income for each taxable year even if it receives no portion of such residual income in that year. Thus, in order to meet the Distribution Requirement and avoid payment of income taxes or an excise tax on undistributed income, the Fund may be required in a particular year to distribute as a dividend an amount in excess of the total amount of income it actually receives. Those distributions will be made from the Fund's cash assets, from amounts received through amortization of loans or from borrowed funds.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
The Fund's business activities contain elements of risk. The Fund considers the principal types of market risk to be interest rate risk and credit risk. The Fund considers the management of risk essential to conducting its business and to maintaining profitability. Accordingly, the Fund's risk management procedures are designed to identify and analyze the Fund's risks, to set appropriate policies and limits and to continually monitor these risks and limits by means of reliable administrative and information systems and other policies and programs.
The Fund anticipates managing its credit risk by maintaining a portfolio that is diverse by industry, size of investment, stage of development, and borrower. The Fund has limited exposure to public market price fluctuations as the Fund primarily invests in private business enterprises and the Fund generally distributes all equity securities upon receipt to the Company.
The Fund's sensitivity to changes in interest rates is regularly monitored and analyzed by measuring the characteristics of assets and liabilities. The Fund utilizes various methods to assess interest rate risk in terms of the potential effect on interest income net of interest expense, the value of net assets and the value at risk in an effort to ensure that the Fund is insulated from any significant adverse effects from changes in interest rates.
Based on the model used for the sensitivity of interest income net of interest expense, if the balance sheet were to remain constant and no actions were taken to alter the existing interest rate sensitivity, a hypothetical immediate 100 basis point change in interest rates would have affected net income by less than $0.1 million. This translates to less than 1% of net income for the three months ended March 31, 2011. Although Management believes that this measure is indicative of the Fund's sensitivity to interest rate changes, it makes estimates to adjust for potential changes in credit quality, size and composition of the balance sheet and other business developments that could affect net income. Accordingly, no assurances can be given that actual results would not differ materially from the potential outcome simulated by these estimates.
Although Management believes that this measure is indicative of the Fund's sensitivity to interest rate changes, it makes estimates to adjust for potential changes in credit quality, size and composition of the balance sheet and other business developments that could affect net income. Accordingly, no assurances can be given that actual results would not differ materially from the potential outcome simulated by these estimates.
Item 4. Controls and Procedures:
Evaluation of Disclosure Controls and Procedures:
As of the end of the period covered by this quarterly report on Form 10-Q, the Fund's chief executive officer and chief financial officer conducted an evaluation of the Fund's disclosure controls and procedures (as defined in
Rules 13a-15 and 15d-15 of the Securities Exchange Act of 1934). Based upon this evaluation, the Fund's chief executive officer and chief financial officer concluded that the Fund's disclosure controls and procedures were effective in timely alerting them of any material information relating to the Fund that is required to be disclosed by the Fund in the reports it files or submits under the Securities Exchange Act of 1934.
Changes in Internal Controls:
There were no changes in the Fund's internal controls or in other factors that could materially affect these controls during the period covered by this quarterly report on Form 10-Q.
PART II — OTHER INFORMATION
Item 1. Legal Proceedings
The Fund may become party to certain lawsuits from time to time in the normal course of business. While the outcome of these legal proceedings cannot at this time be predicted with certainty, the Fund does not expect these proceedings will have a material effect upon the Fund's financial condition or results of operation. Management is not aware of any pending legal proceedings involving the Fund.
Item 1A. Risk Factors
See item 1A - 'Risk Factors' in the Fund's 2010 Annual Report on Form 10-K for a detailed description of the risks attendant to the Fund and its business.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
Prior to the Fund's commencement of operations on February 21, 2007, the Fund sold 100,000 shares to the Fund's sole shareholder, Venture Lending & Leasing V, LLC for $25,000 in September 2006. No other shares of the Fund have been sold; however, the Fund received an additional $193.5 million of paid in capital during the period from February 21, 2007 through March 31, 2011 which has been and will be used to acquire venture loans and fund operations.
Item 3. Defaults Upon Senior Securities
Not applicable
Item 4. Removed and Reserved
None
Item 5. Other Information
None
Item 6. Exhibits
|
| |
| Exhibit Number | Description |
| 3(i) | Articles of Incorporation of the Fund as filed with the Maryland Secretary of State on August 21, 2006, incorporated by reference to the Fund's Form 10 filed with the Securities and Exchange Commission on October 10, 2006. |
| 3(ii) | Amended and Restated Bylaws of the Fund, incorporated by reference to the Fund's Form 10-K filed with the Securities and Exchange Commission, March 25, 2010. |
| 4.1 | Form of Purchase Agreement between the Fund and the Company, incorporated by reference to the Fund's Registration Statement on Form 10 filed with the Securities and Exchange Commission on October 10, 2006. |
| 31.1-32.2 | Certifications pursuant to The Sarbanes-Oxley Act of 2002. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned duly authorized.
|
| | | |
| VENTURE LENDING & LEASING V, INC. | | |
| (Registrant) | | |
| | Chairman and Chief Executive Officer |
| By: | /S/ Maurice C. Werdegar | By: | /S/ Martin D. Eng |
| Maurice C. Werdegar | Martin D. Eng |
| President and Chief Executive Officer | Chief Financial Officer |
| Date: | May 12, 2011 | Date: | May 12, 2011 |
EXHIBIT INDEX
|
| |
| Exhibit Number | Description |
| 3(i) | Articles of Incorporation of the Fund as filed with the Maryland Secretary of State on August 21, 2006, incorporated by reference to the Fund's Form 10 filed with the Securities and Exchange Commission on October 10, 2006. |
| 3(ii) | Amended and Restated Bylaws of the Fund, incorporated by reference to the Fund's Form 10-K filed with the Securities and Exchange Commission, March 25, 2010. |
| 4.1 | Form of Purchase Agreement between the Fund and the Company, incorporated by reference to the Fund's Registration Statement on Form 10 filed with the Securities and Exchange Commission on October 10, 2006. |
| 31.1-32.2 | Certifications pursuant to The Sarbanes-Oxley Act of 2002. |
Exhibit 31.1
CERTIFICATION PURSUANT TO
RULE 13a-14
I, Martin D. Eng, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Venture Lending & Leasing V, Inc.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d -15(f)) for the registrant and have:
a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c) evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d) disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the period covered by the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting.
5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions):
a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
Date: May 12, 2011
/S/ Martin D. Eng
Martin D. Eng
Chief Financial Officer
Exhibit 31.2
CERTIFICATION PURSUANT TO
RULE 13a-14
I, Maurice C. Werdegar, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Venture Lending & Leasing V, Inc.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d -15(f)) for the registrant and have:
a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c) evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d) disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the period covered by the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting.
5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions):
a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
Date: May 12, 2011
/S/ Maurice C. Werdegar
Maurice C. Werdegar
Chief Executive Officer
Exhibit 32.1
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of Venture Lending & Leasing V, Inc. (the "Fund") on Form 10-Q for the period ending March 31, 2011 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Maurice C. Werdegar, Chief Executive Officer of the Fund, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Fund.
/S/ Maurice C. Werdegar
Maurice C. Werdegar
Chief Executive Officer
May 12, 2011
Exhibit 32.2
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of Venture Lending & Leasing V, Inc. (the "Fund") on Form 10-Q for the period ending March 31, 2011 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Martin D. Eng, Chief Financial Officer of the Fund, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Fund.
/S/ Martin D. Eng
Martin D. Eng
Chief Financial Officer
May 12, 2011
