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EX-31.2 - EXHIBIT 31.2 VLL6 063013 - Venture Lending & Leasing VI, Inc.vll606302013ex312.htm
EX-31.1 - EXHIBIT 31.1 VLL6 063013 - Venture Lending & Leasing VI, Inc.vll606302013ex311.htm
EX-32.2 - EXHIBIT 32.2 VLL6 063013 - Venture Lending & Leasing VI, Inc.vll606302013ex322.htm
EX-32.1 - EXHIBIT 32.1 VLL6 063013 - Venture Lending & Leasing VI, Inc.vll606302013ex321.htm


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 June 30, 2013

[  ]
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 814-00799

Venture Lending & Leasing VI, Inc.
(Exact Name of Registrant as specified in its charter)
Maryland
27-1682622
(State or other jurisdiction of incorporation or organization)
(I.R.S. Employer Identification No.)
 
 
104 La Mesa Drive, Suite 102
Portola Valley, CA 94028
(Address of principal executive offices)
(Zip Code)

(650) 234-4300
(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 August 9, 2013
Common Stock, $.001 par value
 
100,000




VENTURE LENDING & LEASING VI, INC.
INDEX

PART I — FINANCIAL INFORMATION
 
 
Item 1.
Financial Statements
 
 
 
Condensed Statements of Assets and Liabilities (Unaudited)
 
As of June 30, 2013 and December 31, 2012
 
 
 
Condensed Statements of Operations (Unaudited)
 
For the three and six months ended June 30, 2013 and 2012
 
 
 
Condensed Statements of Changes in Net Assets (Unaudited)
 
For the six months ended June 30, 2013 and 2012
 
 
 
Condensed Statements of Cash Flows (Unaudited)
 
For the six months ended June 30, 2013 and 2012
 
 
 
Notes to Condensed Financial Statements (Unaudited)
 
 
Item 2.
Management's Discussion and Analysis of Financial Condition and Results of Operations
 
 
Item 3.
Quantitative 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.
Mine Safety Issues
 
 
Item 5.
Other Information
 
 
Item 6.
Exhibits
 
 
SIGNATURES




PART I - FINANCIAL INFORMATION
Item 1. Financial Statements

VENTURE LENDING & LEASING VI, INC.

CONDENSED STATEMENTS OF ASSETS AND LIABILITIES (UNAUDITED)
AS OF JUNE 30, 2013 AND DECEMBER 31, 2012

 
June 30, 2013
 
December 31, 2012
ASSETS
 
 
 
Loans, at estimated fair value
 
 
 
   (Cost of $328,887,338 and $318,043,136)
$
320,102,329

 
$
313,848,702

Cash and cash equivalents
22,269,840

 
16,244,714

Other assets
5,438,462

 
5,351,530

 
 
 
 
Total assets
347,810,631

 
335,444,946

 
 
 
 
LIABILITIES
 
 
 
Borrowings under debt facility
145,400,000

 
134,000,000

Accrued management fees
2,173,816

 
2,093,156

Accounts payable and other accrued liabilities
4,054,595

 
3,422,919

 
 
 
 
Total liabilities
151,628,411

 
139,516,075

 
 
 
 
NET ASSETS
$
196,182,220

 
$
195,928,871

 
 
 
 
Analysis of Net Assets:
 
 
 
 
 
 
 
Capital paid in on shares of capital stock
$
241,525,000

 
$
233,525,000

Return of capital distributions
(32,413,901
)
 
(28,732,092
)
Accumulated deficit
(12,928,879
)
 
(8,864,037
)
Net assets (equivalent to $1,961.82 and $1,959.29 per share based on 100,000 shares of capital stock outstanding - See Note 5)
$
196,182,220

 
$
195,928,871




See notes to condensed financial statements



3



VENTURE LENDING & LEASING VI, INC.

CONDENSED STATEMENTS OF OPERATIONS (UNAUDITED)
FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2013 AND 2012

 
For the Three Months Ended June 30, 2013
 
For the Three Months Ended June 30, 2012
 
For the Six Months Ended June 30, 2013
 
For the Six Months Ended June 30, 2012
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
INVESTMENT INCOME:
 
 
 
 
 
 
 
Interest on loans
$
14,955,616

 
$
11,127,932

 
$
29,180,433

 
$
19,884,790

       Other interest and other income
15,522

 
473

 
98,212

 
159,962

Total investment income
14,971,138

 
11,128,405

 
29,278,645

 
20,044,752

 
 
 
 
 
 
 
 
EXPENSES:
 
 
 
 
 
 
 
Management fees
2,173,816

 
1,836,753

 
4,256,927

 
3,674,253

Interest expense
1,234,192

 
965,709

 
2,404,012

 
1,815,760

Banking and professional fees
164,689

 
68,365

 
341,277

 
191,520

Other operating expenses
25,502

 
36,198

 
53,059

 
59,606

Total expenses
3,598,199

 
2,907,025

 
7,055,275

 
5,741,139

Net investment income
11,372,939

 
8,221,380

 
22,223,370

 
14,303,613

 
 
 
 
 
 
 
 
Net realized loss from investments
(931,926
)
 

 
(1,774,422
)
 

Net change in unrealized loss from investments
(1,591,000
)
 
(1,755,338
)
 
(4,590,575
)
 
(2,180,338
)
Net realized and change in unrealized loss from hedging activities
(29,675
)
 
(308,906
)
 
(13,261
)
 
(705,612
)
Net realized and change in unrealized loss from investments and hedging activities
(2,552,601
)
 
(2,064,244
)
 
(6,378,258
)
 
(2,885,950
)
 
 
 
 
 
 
 
 
Net increase in net assets resulting from operations
$
8,820,338

 
$
6,157,136

 
$
15,845,112

 
$
11,417,663

Net increase in net assets resulting from operations per share
$
88.20

 
$
61.57

 
$
158.45

 
$
114.18

Weighted average shares outstanding
100,000

 
100,000

 
100,000

 
100,000


See notes to condensed financial statements


4



VENTURE LENDING & LEASING VI, INC.

CONDENSED STATEMENTS OF CHANGES IN NET ASSETS (UNAUDITED)
FOR THE SIX MONTHS ENDED JUNE 30, 2013 AND 2012

 

        
 
For the Six Months Ended June 30, 2013
 
For the Six Months Ended June 30, 2012
Net increase in net assets resulting from operations:
 
 
 
Net investment income
$
22,223,370

 
$
14,303,613

Net realized loss from investments
(1,774,422
)
 

Net change in unrealized loss from investments
(4,590,575
)
 
(2,180,338
)
Net realized and change in loss from hedging activities
(13,261
)
 
(705,612
)
 
 
 
 
Net increase in net assets resulting from operations
15,845,112

 
11,417,663

 
 
 
 
Distributions of income to shareholder
(19,909,954
)
 
(14,077,908
)
Return of capital to shareholder
(3,681,809
)
 
(4,823,714
)
Capital contributions
8,000,000

 
37,000,000

  Increase (decrease) in capital transactions
(15,591,763
)
 
18,098,378

 
 
 
 
Total increase
253,349

 
29,516,041

 
 
 
 
Net assets
 
 
 
Beginning of period
195,928,871

 
131,409,460

 
 
 
 
End of period
$
196,182,220

 
$
160,925,501







See notes to condensed financial statements


5



VENTURE LENDING & LEASING VI, INC.

CONDENSED STATEMENTS OF CASH FLOWS (UNAUDITED)
FOR THE SIX MONTHS ENDED JUNE 30, 2013 AND 2012

 
For the Six Months Ended June 30, 2013
 
For the Six Months Ended June 30, 2012
CASH FLOWS FROM OPERATING ACTIVITIES:
 
 
 
Net increase in net assets resulting from operations
$
15,845,112

 
$
11,417,663

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
1,774,422

 

Net change in unrealized loss from investments
4,590,575

 
2,180,338

Net change in unrealized (gain) loss from hedging activities
(525,733
)
 
479,906

Amortization of deferred costs related to borrowing facility
245,899

 
243,176

Net increase in other assets
(332,831
)
 
(1,241,999
)
Net increase (decrease) in accounts payable, other accrued liabilities, and accrued management fees
1,238,069

 
(508,053
)
Origination of loans
(92,786,159
)
 
(127,666,341
)
Principal payments on loans
79,196,145

 
39,571,775

Acquisition of equity securities
(5,720,373
)
 
(8,393,803
)
Net cash provided by (used in) operating activities
3,525,126

 
(83,917,338
)
CASH FLOWS FROM FINANCING ACTIVITIES:
 
 
 
Cash distribution to shareholder
(16,900,000
)
 
(10,270,000
)
Contribution from shareholder
8,000,000

 
37,000,000

  Borrowings under debt facility
11,800,000

 
53,000,000

  Repayment of debt facility
(400,000
)
 

Payment of bank facility fees and costs

 
(16,787
)
Net cash provided by financing activities
2,500,000

 
79,713,213

       Net increase (decrease) in cash and cash equivalents
6,025,126

 
(4,204,125
)
CASH AND CASH EQUIVALENTS:
 
 
 
Beginning of period
16,244,714

 
27,115,044

End of period
$
22,269,840

 
$
22,910,919

SUPPLEMENTAL DISCLOSURES:
 
 
 
CASH PAID DURING THE PERIOD:
   

 
 
Interest
$
2,103,853

 
$
1,341,001

Settlement under interest rate swap agreement
$
538,994

 
$
225,706

NON-CASH ACTIVITIES:
   

 
 
Distributions of equity securities to shareholder
$
6,691,763

 
$
8,631,622

Receipt of equity securities as repayment of loans
$
971,390

 
$
152,216

Receipt of equity securities as payment for waiver
$

 
$
85,603


See notes to condensed financial statements


6



VENTURE LENDING & LEASING VI, INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)

1.
ORGANIZATION AND OPERATIONS OF THE FUND

Venture Lending & Leasing VI, Inc. (the “Fund”), was incorporated in Maryland on January 11, 2010 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”). The Fund will be dissolved on December 31, 2020 unless an election is made to dissolve earlier by the Board of Directors of the Fund (the “Board”). One hundred percent of the stock of the Fund is held by Venture Lending & Leasing VI, LLC (the “Company”).  Prior to commencing its operations on June 29, 2010, 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 January 2010.  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 on April 13, 2010.

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 and six months ended June 30, 2013 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, 2012.

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 and money market mutual funds with maturities of 90 days or less. Money market mutual funds held as cash equivalents are valued at their most recently traded net asset value.

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

7



required by law.  On a quarterly basis, Management submits to the Board a “Valuation Report,” which details the rationale for the valuation of investments.

As of June 30, 2013 and December 31, 2012, the financial statements include nonmarketable investments of $320.1 million and $313.8 million, respectively (or approximately 92% and 94% of total assets, respectively), with fair values determined by the Manager in the absence of readily determinable market values.  Because of the illiquidity of the Fund's investments, a substantial portion of its assets are carried at fair value as determined in good faith by the Manager in accordance with the Fund's policy as approved by the Board. 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.

Loans

The Fund defines fair value as the price that would be received to sell an asset or paid to lower a liability in an orderly transaction between market participants at the measurement date. There is no secondary market for the loans made by the Fund to borrowers, hence Management determines fair value based on hypothetical markets. Venture loans are generally held to maturity and are recorded at estimated fair value. The determination of fair value is based on a number of factors including the amount for which an investment could be exchanged in a current sale, which assumes an orderly disposition over a reasonable period other than in a forced sale. Management considers the fact that no ready market exists for substantially all of the investments held by the Fund. 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 considers liquidation analysis and 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. Management has evaluated these factors and has concluded that the effect of deterioration in the quality of the underlying collateral, increase in the size of the loan and increase in the estimated time to recovery would have the effect of lowering the value of the current portfolio of loans.

Non-accrual Loans

The Fund's policy is to place a loan on non-accrual 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 non-accrual status, all interest previously accrued but not collected is reversed for the quarter in which the loan was placed on non-accrual status.  Any uncollected interest related to quarters prior to when the loan was placed on non-accrual 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 non-accrual loans will be recorded on a cash basis.

If a borrower of a non-accrual loan resumes making regular payments and Management deems that the borrower has sufficient resources that it is unlikely the loan will return to non-accrual status, the loan is re-classified back to accrual or performing status.  Interest that would have been accrued during the non-accrual status will be added back to the remaining payment schedule, and thus changing the effective interest rate.

As of June 30, 2013, loans with a cost basis of $15.6 million and a fair value of $7.3 million, have been classified as non-accrual. As of December 31, 2012, loans with a cost basis of $16.5 million and a fair value of $12.3 million, have been classified as non-accrual.


8



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, unless a market price is available. 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.  
Underlying asset value is estimated based on information available, including information regarding recent rounds of funding of the portfolio company, or the publicly-quoted stock price at the end of the financial reporting period for warrants for comparable publicly-quoted securities.
Volatility, or the amount of uncertainty or risk about the size of the changes in the warrant price, is based on an index of publicly traded companies grouped by industry and which are similar in nature to the underlying portfolio companies issuing the warrant (“Industry Index”). The volatility assumption for each Industry Index is based on the average volatility for individual public companies within the portfolio company's industry for a period of time approximating the expected life of the warrants. For the three months ended June 30, 2013, the Fund used volatility rates ranging from 38% to 68%. A hypothetical increase in the volatility calculated from the indexes used in the modified Black-Scholes option pricing model would have the effect of increasing the value of the warrants.
The remaining expected lives of warrants are based on historical experience of the average life of the warrants, as warrants are often exercised in the event of acquisitions, mergers, or initial public offerings and terminated due to events such as bankruptcies, restructuring activities, or additional financings. These events cause the expected term to be less than the remaining contractual term of the warrants. The remaining expected lives of warrants may be adjusted from time to time to reflect new facts and circumstances. For the three months ended June 30, 2013, the Fund assumed the average duration of a warrant is 3 years. A hypothetical increase in the estimated initial term of the warrants used in the modified Black-Scholes option pricing model would have the effect of increasing the value of the warrants.
The risk-free interest rate is derived from the constant maturity tables issued by the U.S. Treasury Department. For the three months ended June 30, 2013, the Fund used a monthly risk-free rate of 0.36%. The effect of a hypothetical increase in the estimated risk-free rate used in the modified Black-Scholes option pricing model would have the effect of increasing the value of the warrants.
On an annual basis, the Fund engages an independent valuation company to provide valuation assistance. This company evaluates the Fund's valuation methodology and assumptions for reasonableness from the perspective of a market participant. The independent third party also calculates certain inputs used such as volatility and risk-free rate. Upon the receipt of such data, a sample test is performed to ensure the accuracy of the third party calculations and that the source of data is reliable and consistent with the way in which the calculations were made in prior periods. Such inputs are entered into the database with a second review to ensure the accuracy of the input information. All calculations of warrant values are performed by one employee and reviewed by a second party. The inputs of the modified Black-Scholes option pricing model are reevaluated every quarter.

Other Assets and Liabilities
Other Assets include costs incurred in conjunction with borrowings under the Fund's debt facility and are stated at initial cost. The costs are amortized over the term of the facility.
As of June 30, 2013 and December 31, 2012, the fair values of Other Assets and Liabilities are estimated at their carrying values because of the short-term nature of these assets or liabilities.
As of June 30, 2013 and December 31, 2012, based on borrowing rates available to the Fund, which are Level 2 inputs, the estimated fair values of the borrowings under the debt facility were $145.4 million and $134.0 million, respectively.

9





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 forfeited commitment fee less any applicable legal costs becomes recognized as other income after the commitment expires.

Interest Rate Swap Agreements

Interest rate swaps are primarily valued on the basis of quotes obtained from brokers and dealers and adjusted for counterparty risk. The valuation of the swap agreement also considers the future expected interest rates on the notional principal balance remaining which is comparable to what a prospective acquirer would pay on the measurement date. Valuation pricing models consider inputs such as forward rates, anticipated interest rate volatility relating to the reference rate, as well as time value and other factors underlying swap instruments. The contracts are recorded at fair value in either other assets or accounts payable and other accrued liabilities in the Condensed Statements of Assets and Liabilities, depending on whether the value of the contract is in favor of the Fund or the counter party. The changes in fair value are recorded in net realized and change in unrealized gain (loss) from hedging activities in the Condensed Statements of Operations.  The quarterly interest paid or received on the interest rate swap contracts is also recorded in net realized and change in unrealized gain (loss) from hedging activities.

Deferred Bank Fees

Through June 30, 2013, the deferred bank fees and costs associated with the debt facility have been allocated
over the estimated life of the facility, which currently is through September 2014. The amortization of these costs are recorded in interest expense in the Condensed Statement of Operations (see Note 6).

Tax Status

The Fund has elected to be treated as a Regulated Investment Company ("RIC") under Subchapter M of the Internal Revenue Code (the "Code") and operates in a manner so as to qualify for the tax treatment applicable to RICs.

In order to qualify for favorable tax treatment as a RIC, the Fund is required to distribute annually to its shareholder
at least 90% of its investment company taxable income, as defined by the Code. To avoid federal excise taxes, the Fund must distribute annually at least 98% of its ordinary income and 98.2% of net capital gains from the current year and any undistributed ordinary income and net capital gains from the preceding years. The Fund, at its discretion,
may carry forward taxable income in excess of calendar year distributions and pay a 4% excise tax on this income.
If the Fund chooses to do so, all other things being equal, this would increase expenses and reduce the amount
available to be distributed to shareholder. The Fund will accrue excise tax on estimated undistributed taxable
income as required.

Dividends from net investment income and distributions from net realized capital gains are determined in accordance with U.S. federal income tax regulations, which may differ from those amounts determined in accordance with accounting principles generally accepted in the United States of America ("GAAP"). These book/tax differences are either temporary or permanent in nature. To the extent these differences are permanent, they are charged or credited to paid-in-capital or accumulated net realized gain (loss), as appropriate, in the period that the differences arise. Temporary and permanent differences are primarily attributable to differences in the tax treatment of certain loans and the tax characterization of income and non-deductible expenses. These differences are generally determined in conjunction with the preparation of the Fund's annual RIC tax return.

Book and tax basis differences relating to shareholder dividends and distributions and other permanent book and tax

10



differences are reclassified among the Fund's capital accounts. In addition, the character of income and gains to be
distributed is determined in accordance with income tax regulations that may differ from GAAP.

The Fund may pay distributions in excess of its taxable net investment income. This excess would be a tax-free
return of capital in the period and reduce the shareholder's tax basis in its shares. The cumulative amount is
disclosed on the Condensed Statements of Assets and Liabilities as return of capital distributions. Cumulative return of capital distributions were $32.4 million and $20.9 million as of June 30, 2013 and 2012, respectively. As of June 30, 2013, the Fund had no uncertain tax positions.

The Fund's tax years open to examination by major jurisdictions are 2011 and forward.

3.
SUMMARY OF INVESTMENTS

Loans generally are made to borrowers pursuant to commitments whereby the Fund agrees to finance assets and/or provide working or growth capital up to a specified amount for the term of the commitment, upon the terms and subject to the conditions specified by such commitment. As of June 30, 2013, the Fund's investments in loans were primarily to companies based within the United States and were 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).  All loans are senior to unsecured creditors except where indicated.

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 may have a different maturity date and amount.  For the three and six months ended June 30, 2013, the weighted-average interest rate on the performing loans was 18.89% and 18.92%, respectively. For the three and six months ended June 30, 2012, the weighted-average interest rate on the performing loans was 19.39% and 19.02%, respectively.  These rates were inclusive of both cash and non-cash interest income. For the three and six months ended June 30, 2013 the weighted-average interest rate on the cash portion of the interest income was 14.59% and 14.45%, respectively. Interest is calculated using the effective interest method, and rates earned by the Fund will fluctuate based on many factors including early payoffs, volatility of values ascribed to warrants and new loans funded during the year.

The risk profile of a loan changes when events occur that impact the credit analysis of the borrower and loan as described in our loan accounting policy. Such changes result in the fair value being adjusted from par value of the individual loan. Where the risk profile is consistent with the original underwriting, which is primarily the case for this loan portfolio, the par value of the loan will approximate fair value.

All loans as of June 30, 2013 were to non-affiliates and consisted of the following:

 
Percentage of
Estimated Fair
 
Par Value
Final
Borrower
Net Assets
Value 6/30/2013
 
6/30/2013
Maturity Date
Biotechnology
 
 
 
 
 
 
 
Stem CentRx, Inc.
 
$
196,650

 
$
196,650

1/1/2014
Subtotal:
0.1%
$
196,650

 
$
196,650

 
 
 
 
 
 
 
 
 
Carrier Networking
 
 
 
 
 
 
 
Vellos Systems, Inc
 
$
1,975,285

 
$
1,975,285

6/1/2016

11



VocalNet, LLC
 
 
269,602

 
 
359,602

11/1/2015
Subtotal:
1.1%
$
2,244,887

 
$
2,334,887

 
 
 
 
 
 
 
 
 
Computers & Storage
 
 
 
 
 
 
 
Connected Data, Inc.
 
$
928,821

 
$
928,821

5/1/2016
D-Wave Systems, Inc.
 
 
235,278

 
 
235,278

1/1/2014
Looxcie, Inc.
 
 
875,307

 
 
875,307

12/1/2015
Veloxum, Inc.
 
 
206,093

 
 
416,093

*
Vidyo, Inc.
 
 
9,537,323

 
 
9,537,323

5/1/2016
Subtotal:
6.0%
$
11,782,822

 
$
11,992,822

 
 
 
 
 
 
 
 
 
Enterprise Networking
 
 
 
 
 
 
 
BurstPoint Networks, Inc.
 
$
645,707

 
$
645,707

12/1/2015
Splashtop, Inc.
 
 
1,628,448

 
 
1,628,448

5/1/2016
Subtotal:
1.2%
$
2,274,155

 
$
2,274,155

 
 
 
 
 
 
 
 
 
Internet
 
 
 
 
 
 
 
Beach Mint, Inc.
 
$
11,867,370

 
$
11,867,370

3/1/2016
Blekko, Inc.
 
 
1,926,604

 
 
1,926,604

12/1/2016
Byliner, Inc.
 
 
941,178

 
 
941,178

5/1/2016
Care2, Inc.
 
 
1,058,404

 
 
1,058,404

9/1/2014
Carwoo!, Inc.
 
 
928,739

 
 
928,739

8/1/2016
Catch.com, Inc.
 
 
618,593

 
 
618,593

8/1/2014
Central Desktop, Inc.
 
 
3,247,205

 
 
3,247,205

8/1/2015
Change.org, Inc.
 
 
2,352,226

 
 
2,352,226

11/1/2016
CloudTalk, Inc.
 
 
5,000

 
 
124,009

*
DailyFeats, Inc.
 
 
333,408

 
 
333,408

1/1/2016
Desti, Inc.
 
 
463,022

 
 
463,022

2/1/2016
Dezine, Inc.
 
 
138,045

 
 
138,045

3/1/2016
Direct Media Technologies, Inc.
 
 
1,809,157

 
 
1,809,157

12/1/2014
EDO Interactive, Inc.
 
 
1,727,034

 
 
1,727,034

11/1/2014
EyeView, Inc.
 
 
1,389,085

 
 
1,389,085

3/1/2015
FanBridge, Inc.
 
 
579,897

 
 
643,897

*
FlipTop, Inc.
 
 
730,305

 
 
730,305

6/1/2015
Giga Omni Media, Inc.
 
 
4,733,760

 
 
4,733,760

2/1/2016
Good Eggs, Inc.
 
 
457,254

 
 
457,254

5/1/2016
HEXAGRAM 49, INC
 
 
937,322

 
 
937,322

1/1/2016
Identified, Inc.
 
 
3,043,933

 
 
3,043,933

6/1/2016
Ignighter, Inc.
 
 
222,975

 
 
222,975

6/1/2014
isocket, Inc.
 
 
648,417

 
 
648,417

1/1/2015
Julep Beauty, Inc.
 
 
2,004,888

 
 
2,004,888

1/1/2016
Jun Group, LLC
 
 
855,616

 
 
855,616

11/1/2014
Just Fabulous, Inc.
 
 
4,665,121

 
 
4,665,121

6/1/2015
Kanjoya, Inc.
 
 
358,695

 
 
358,695

4/1/2014
KargoCard, Co.
 
 
1,221,401

 
 
1,221,401

1/1/2016
Kitsy Lane, Inc.
 
 
239,453

 
 
239,453

12/1/2015
Komli Media, Inc.
 
 
7,266,384

 
 
7,266,384

11/1/2015

12



Kulbyt, Inc.
 
 
332,865

 
 
332,865

8/1/2015
Lenddo International
 
 
2,304,558

 
 
2,304,558

12/1/2015
Lightside Games, Inc.
 
 
307,106

 
 
307,106

5/1/2015
LocalResponse, Inc.
 
 
710,073

 
 
710,073

3/1/2016
LOLapps, Inc.
 
 
220,081

 
 
220,081

1/1/2014
MeetMe, Inc.
 
 
2,749,175

 
 
2,749,175

4/1/2016
Modasuite, Inc.
 
 
1,404,082

 
 
1,404,082

4/1/2016
ModeWalk, Inc.
 
 
326,293

 
 
326,293

1/1/2015
Mojo Motors, Inc.
 
 
110,875

 
 
110,875

6/1/2014
Monetate, Inc.
 
 
4,492,257

 
 
4,492,257

5/1/2015
Navigating Cancer, Inc.
 
 
1,222,344

 
 
1,222,344

1/1/2016
nPario, Inc.
 
 
434,073

 
 
434,073

11/1/2015
Osix Corporation
 
 
465,860

 
 
465,860

1/1/2016
PerformLine, Inc.
 
 
270,156

 
 
270,156

1/1/2015
Philotic, Inc.
 
 
16,467

 
 
16,467

8/1/2013
Piryx, Inc.
 
 
975,518

 
 
975,518

8/1/2014
Playstudios, Inc.
 
 
2,673,817

 
 
2,673,817

11/1/2015
Quantcast Corp.
 
 
10,134,628

 
 
10,134,628

4/1/2015
Radius Intelligence, Inc.
 
 
2,013,857

 
 
2,013,857

3/1/2016
Relay Network, LLC
 
 
1,534,437

 
 
1,534,437

7/1/2015
Retail Innovation Group
 
 
2,342,396

 
 
2,342,396

7/1/2016
Rivet Games, Inc.
 
 
308,711

 
 
908,711

*
Santa.com, Inc.
 
 
402,227

 
 
802,227

*
The SavvySource For Parents, Inc.
 
 
702,726

 
 
702,726

7/1/2015
Shutl Limited
 
 
579,588

 
 
579,588

5/1/2016
Sightly, Inc.
 
 
734,038

 
 
734,038

8/1/2014
Sittercity, Inc.
 
 
2,159,295

 
 
2,159,295

6/1/2015
Smart Lunches, Inc.
 
 
227,539

 
 
227,539

6/1/2016
SocialChorus, Inc.
 
 
776,949

 
 
776,949

9/1/2014
Spotlight Ticket Management, Inc.
 
 
412,069

 
 
412,069

9/1/2015
StitchFix, Inc.
 
 
783,194

 
 
783,194

8/1/2016
StumbleUpon, Inc.
 
 
1,265,675

 
 
1,265,675

12/1/2015
TangoCard, Inc.
 
 
338,792

 
 
338,792

3/1/2015
Topsy Labs, Inc.
 
 
3,165,337

 
 
3,165,337

1/1/2016
True & Co., Inc.
 
 
1,187,806

 
 
1,187,806

6/1/2016
UserVoice, Inc.
 
 
849,213

 
 
849,213

11/1/2015
Vertical Acuity, Inc.
 
 
73,297

 
 
83,297

*
Weddington Way, Inc.
 
 
882,879

 
 
882,879

5/1/2016
WeddingWire, Inc.
 
 
206,001

 
 
206,001

2/1/2014
YouDocs Beauty, Inc.
 
 
1,178,645

 
 
1,178,645

6/1/2016
Youku.com, Inc.
 
 
89,421

 
 
89,421

7/1/2013
Subtotal:
55.3%
$
108,134,811

 
$
109,327,820

 
 
 
 
 
 
 
 
 
Medical Devices
 
 
 
 
 
 
 
Avedro, Inc.
 
$
4,868,456

 
$
4,868,456

10/1/2015
AxioMed, Inc.
 
 
1,837,003

 
 
1,837,003

4/1/2016

13



Cellscape Corp.
 
 
1,063,535

 
 
1,063,535

1/1/2016
Cervilenz, Inc.
 
 
3,760,176

 
 
3,760,176

4/1/2016
ConforMIS, Inc.
 
 
2,001,892

 
 
2,001,892

5/1/2014
Fluxion Biosciences, Inc.
 
 
367,585

 
 
367,585

12/1/2013
HourGlass Technologies, Inc.
 
 
211,875

 
 
837,875

*
MimOSA, Inc.
 
 
334,157

 
 
334,157

2/1/2015
NasoForm, Inc.
 
 
267,326

 
 
267,326

2/1/2015
Oculus Innovative Sciences, Inc.
 
 
1,537,087

 
 
1,537,087

2/1/2015
Redox Biomedical
 
 
1,800,000

 
 
3,600,000

*
Sonoma Orthopedic Products, Inc.
 
 
3,784,851

 
 
3,784,851

9/1/2015
Spinal Kinetics, Inc.
 
 
103,918

 
 
103,918

10/1/2013
Xlumena, Inc.
 
 
383,514

 
 
383,514

5/1/2014
Zipline Medical, Inc.
 
 
1,659,706

 
 
1,659,706

1/1/2016
Subtotal:
12.2%
$
23,981,081

 
$
26,407,081

 
 
 
 
 
 
 
 
 
Other Healthcare
 
 
 
 
 
 
 
Cogito Health, Inc.
 
$
190,390

 
$
190,390

11/1/2016
Counsyl, Inc.
 
 
3,581,275

 
 
3,581,275

5/1/2015
Ekso Bionics, Inc.
 
 
3,348,545

 
 
3,348,545

5/1/2015
Health Guru Media, Inc.
 
 
2,028,946

 
 
2,028,946

12/1/2014
Mulberry Health, Inc.
 
 
4,699,593

 
 
4,699,593

12/1/2017
NABsys, Inc.
 
 
3,830,324

 
 
3,830,324

5/1/2015
Pathway Genomics Corp.
 
 
1,473,944

 
 
1,473,944

12/1/2014
Practice Fusion, Inc.
 
 
7,085,425

 
 
7,085,425

6/1/2016
Quantia Communications, Inc.
 
 
3,098,419

 
 
3,098,419

9/1/2014
Therapydia, Inc.
 
 
92,096

 
 
92,096

6/1/2016
Wellfount Corp.
 
 
1,664,603

 
 
1,664,603

9/1/2015
Subtotal:
15.8%
$
31,093,560

 
$
31,093,560

 
 
 
 
 
 
 
 
 
Other Technology
 
 
 
 
 
 
 
Daylight Solutions, Inc.
 
$
2,900,273

 
$
2,900,273

7/1/2015
Demand Energy Networks, Inc.
 
 
620,435

 
 
620,435

1/1/2016
EcoSMART Technologies, Inc.
 
 
449,169

 
 
449,169

3/1/2014
LanzaTech New Zealand Ltd.
 
 
14,373,202

 
 
14,373,202

7/1/2016
Lehigh Technologies, Inc.
 
 
1,599,399

 
 
1,599,399

2/1/2015
Myine Electronics, Inc.
 
 
587,565

 
 
587,565

4/1/2015
nScaled, Inc.
 
 
839,858

 
 
839,858

1/1/2016
Pinnacle Engines, Inc.
 
 
2,075,173

 
 
2,075,173

3/1/2015
Prana Holdings, Inc.
 
 
4,776,148

 
 
4,776,148

4/1/2016
Pure Energies Group, Inc.
 
 
1,363,364

 
 
1,363,364

6/1/2016
Relume Technologies, Inc.
 
 
1,263,938

 
 
1,263,938

1/1/2015
Solaria Corp.
 
 
1,116,069

 
 
1,596,069

9/1/2014
Svaya Nanotechnologies, Inc.
 
 
543,246

 
 
543,246

12/1/2014
Thoughtful Media Group, Inc.
 
 
547,375

 
 
1,047,375

*
YPX Cayman Holdings Co.
 
 
2,062,743

 
 
2,062,743

4/1/2016
ZeaChem, Inc.
 
 
1,233,616

 
 
4,935,616

*
Subtotal:
18.5%
$
36,351,573

 
$
41,033,573

 

14



 
 
 
 
 
 
 
 
Security
 
 
 
 
 
 
 
Kinamik, Inc.
 
$
300,654

 
$
610,654

*
Pandesa Corp.
 
 
280,286

 
 
280,286

2/1/2015
Uplogix, Inc.
 
 
2,235,813

 
 
2,235,813

7/1/2015
Subtotal:
1.4%
$
2,816,753

 
$
3,126,753

 
 
 
 
 
 
 
 
 
Software
 
 
 
 
 
 
 
AcousticEye, Ltd.
 
$
286,418

 
$
286,418

12/1/2015
Appconomy, Inc.
 
 
1,341,362

 
 
2,683,362

*
Artificial Solutions ASH AB
 
 
998,938

 
 
998,938

2/1/2015
Ceros, Inc.
 
 
701,341

 
 
701,341

4/1/2016
ClearPath, Inc.
 
 
981,578

 
 
981,578

5/1/2016
Corduro, Inc.
 
 
93,943

 
 
183,943

*
D Software, Inc.
 
 
154,152

 
 
154,152

12/1/2014
Dataium, LLC
 
 
512,646

 
 
512,646

3/1/2016
Encoding.com, Inc.
 
 
468,867

 
 
468,867

8/1/2016
gloStream, Inc.
 
 
1,250,290

 
 
1,250,290

11/1/2015
Image Vision Labs, Inc.
 
 
142,844

 
 
142,844

6/1/2014
Innerworkings Holdings, Ltd.
 
 
241,800

 
 
483,800

*
Innotas, Inc.
 
 
313,829

 
 
313,829

3/1/2014
Intalio, Inc.
 
 
736,247

 
 
736,247

6/1/2015
Kareo, Inc.
 
 
6,978,331

 
 
6,978,331

1/1/2016
Knowledge Adventure, Inc.
 
 
1,582,101

 
 
1,582,101

12/1/2014
Lex Machina, Inc.
 
 
174,950

 
 
174,950

4/1/2014
Lulo Ventures, Inc.
 
 
930,598

 
 
930,598

5/1/2016
Mantara, Inc.
 
 
1,346,223

 
 
1,346,223

2/1/2015
MediaPlatform, Inc.
 
 
691,707

 
 
691,707

3/1/2016
NewVoiceMedia, Ltd.
 
 
2,001,875

 
 
2,001,875

2/1/2015
Palantir Technologies, Inc.
 
 
14,949,158

 
 
14,949,158

4/1/2016
PivotLink, Inc.
 
 
3,001,278

 
 
3,001,278

7/1/2015
Pursway, Inc.
 
 
1,929,525

 
 
1,929,525

7/1/2015
Quantisense, Inc.
 
 
1,139,796

 
 
1,139,796

6/1/2015
Riskonnect, Inc.
 
 
745,850

 
 
745,850

8/1/2015
ServiceMesh, Inc.
 
 
3,757,517

 
 
3,757,517

6/1/2016
SoundHound, Inc.
 
 
1,574,205

 
 
1,574,205

4/1/2016
STG-Impact Holdings Corp.
 
 
10,184,074

 
 
10,184,074

3/1/2016
Superfish, Inc.
 
 
1,231,242

 
 
1,231,242

10/1/2015
Target Data, Inc.
 
 
768,254

 
 
768,254

9/1/2015
The Cloudscaling Group, Inc.
 
 
2,127,306

 
 
2,127,306

9/1/2015
Vyumix, Inc.
 
 
217,805

 
 
217,805

8/1/2015
Xceedium, Inc.
 
 
702,286

 
 
702,286

4/1/2015
XOS Technologies, Inc.
 
 
1,300,763

 
 
1,300,763

10/1/2014
Subtotal:
33.4%
$
65,559,099

 
$
67,233,099

 
 
 
 
 
 
 
 
 
Technology Services
 
 
 
 
 
 
 
BidPal, Inc.
 
$
1,163,777

 
$
1,163,777

12/1/2015

15



Blazent, Inc.
 
 
943,990

 
 
943,990

5/1/2016
Boost Media, Inc.
 
 
471,826

 
 
471,826

1/1/2016
BountyJobs, Inc.
 
 
1,837,022

 
 
1,837,022

7/1/2015
Callisto Media, Inc.
 
 
460,344

 
 
460,344

6/1/2016
DigitalPath, Inc.
 
 
2,335,017

 
 
2,335,017

1/1/2016
Perfect Market, Inc.
 
 
2,950,899

 
 
2,950,899

1/1/2016
Rated People, Ltd.
 
 
2,992,107

 
 
2,992,107

11/1/2015
Scripted, Inc.
 
 
90,842

 
 
90,842

1/1/2016
The New Orleans Exchange, Inc.
 
 
5,712,819

 
 
5,712,819

1/1/2016
Subtotal:
9.7%
$
18,958,643

 
$
18,958,643

 
 
 
 
 
 
 
 
 
Wireless
 
 
 
 
 
 
 
AppStack, Inc.
 
$
435,631

 
$
435,631

12/1/2015
Azumio, Inc.
 
 
1,231,266

 
 
1,231,266

8/1/2015
Cellfire, Inc.
 
 
599,715

 
 
599,715

12/1/2014
Corona Labs, Inc.
 
 
707,787

 
 
707,787

2/1/2016
Flint Mobile, Inc.
 
 
1,179,424

 
 
1,179,424

1/1/2016
GPShopper, LLC
 
 
515,037

 
 
515,037

12/1/2015
July Systems, Inc.
 
 
1,158,152

 
 
1,158,152

10/1/2014
Meru Networks, Inc.
 
 
8,121,587

 
 
8,121,587

8/1/2015
Physical Graph Corporation
 
 
1,880,455

 
 
1,880,455

4/1/2017
StarMaker Interactive, Inc.
 
 
307,463

 
 
307,463

2/1/2015
Zipit Wireless, Inc.
 
 
571,778

 
 
571,778

10/1/2014
Subtotal:
8.5%
$
16,708,295

 
$
16,708,295

 
 
 
 
 
 
 
 
 
Total (Cost of $328,887,338)
163.2%
$
320,102,329

 
$
330,687,338

 


*As of June 30, 2013, loans with a cost basis of $15.6 million and a fair value of $7.3 million were classified as non-accrual. These loans have been accelerated from original maturity and are due in their entirety. During the period for which these loans have been on non-accrual status, no interest income has been recognized.

All loans as of December 31, 2012 were to non-affiliates and consisted of the following:
 
Percentage of
Estimated Fair
Par Value
Final
Borrower
Net Assets
Value 12/31/12
12/31/2012
Maturity Date
Biotechnology
 
 
 
 
Stem CentRx, Inc.
 
$
396,153

$
396,153

1/1/2014
Subtotal:
0.2%
$
396,153

$
396,153

 
 
 
 
 
 
Carrier Networking
 
 
 
 
VocalNet, LLC
 
$
362,422

$
362,422

11/1/2015
Subtotal:
0.2%
$
362,422

$
362,422

 
 
 
 
 
 
Computers & Storage
 
 
 
 
D-Wave Systems, Inc.
 
$
395,930

$
395,930

1/1/2014
Veloxum, Inc.
 
316,093

416,093

*
Vidyo, Inc.
 
9,428,246

9,428,246

11/1/2015

16



Subtotal:
5.2%
$
10,140,269

$
10,240,269

 
 
 
 
 
 
Enterprise Networking
 
 
 
 
BurstPoint Networks, Inc.
 
$
679,001

$
679,001

12/1/2015
Subtotal:
0.3%
$
679,001

$
679,001

 
 
 
 
 
 
Internet
 
 
 
 
Beach Mint, Inc.
 
$
11,615,878

$
11,615,878

3/1/2016
Blekko, Inc.
 
2,185,590

2,185,590

9/1/2015
Bloomspot, Inc.
 
4,099,800

4,099,800

1/1/2015
Care2, Inc.
 
1,412,056

1,412,056

9/1/2014
Catch.com, Inc.
 
892,763

892,763

5/1/2014
Central Desktop, Inc.
 
3,743,877

3,743,877

8/1/2015
CloudTalk, Inc.
 
4,884

128,753

*
DailyFeats, Inc.
 
467,100

467,100

5/1/2015
Direct Media Technologies, Inc.
 
2,314,309

2,314,309

12/1/2014
EDO Interactive, Inc.
 
2,201,245

2,201,245

11/1/2014
EyeView, Inc.
 
1,722,408

1,722,408

3/1/2015
FanBridge, Inc.
 
687,559

687,559

11/1/2014
FlipTop, Inc.
 
898,407

898,407

6/1/2015
Giga Omni Media, Inc.
 
4,637,753

4,637,753

2/1/2016
HEXAGRAM 49, INC
 
456,812

456,812

11/1/2015
Identified, Inc.
 
3,245,247

3,245,247

12/1/2015
Ignighter, Inc.
 
310,738

310,738

6/1/2014
Insider Guides, Inc.
 
930,035

930,035

9/1/2014
isocket, Inc.
 
806,786

806,786

1/1/2015
Julep Beauty, Inc.
 
1,380,741

1,380,741

9/1/2015
Jun Group, LLC
 
1,066,904

1,066,904

11/1/2014
Just Fabulous, Inc.
 
4,710,629

4,710,629

6/1/2015
Kanjoya, Inc.
 
551,975

551,975

4/1/2014
KargoCard, Co.
 
388,542

388,542

5/1/2015
Kitsy Lane, Inc.
 
236,077

236,077

12/1/2015
Komli Media, Inc.
 
6,979,081

6,979,081

11/1/2015
Kulbyt, Inc.
 
379,520

379,520

8/1/2015
Lenddo International
 
2,338,737

2,338,737

12/1/2015
LifeShield, Inc.
 
1,942,433

1,942,433

9/1/2015
Lightside Games, Inc.
 
365,385

365,385

5/1/2015
LiveMocha, Inc.
 
2,354,090

2,354,090

6/1/2015
LOLapps, Inc.
 
423,796

423,796

1/1/2014
ModeWalk, Inc.
 
406,422

406,422

1/1/2015
Mojo Motors, Inc.
 
171,367

171,367

6/1/2014
Monetate, Inc.
 
5,490,875

5,490,875

5/1/2015
Navigating Cancer, Inc.
 
662,077

662,077

9/1/2015
NetBase Solutions Inc.
 
1,807,831

1,807,831

8/1/2015
Osix Corporation
 
452,285

452,285

1/1/2016
PerformLine, Inc.
 
344,318

344,318

1/1/2015
Philotic, Inc.
 
40,782

40,782

8/1/2013

17



Piryx, Inc.
 
1,339,235

1,339,235

8/1/2014
PixelFish, Inc.
 
987,793

987,793

8/1/2014
Playstudios, Inc.
 
2,854,116

2,854,116

11/1/2015
Quantcast Corp.
 
12,861,622

12,861,622

4/1/2015
Radius Intelligence, Inc.
 
1,291,290

1,291,290

8/1/2015
Relay Network, LLC
 
1,824,187

1,824,187

7/1/2015
Rivet Games, Inc.
 
398,500

998,500

*
Santa.com, Inc.
 
721,227

802,227

*
The SavvySource For Parents, Inc.
 
628,878

838,878

*
Sittercity, Inc.
 
2,835,579

2,835,579

6/1/2015
SocialChorus, Inc.
 
1,044,570

1,044,570

9/1/2014
Spotlight Ticket Management, Inc.
 
437,447

437,447

9/1/2015
StitchFix, Inc.
 
404,978

404,978

1/1/2015
StumbleUpon, Inc.
 
1,444,672

1,444,672

12/1/2015
TangoCard, Inc.
 
420,018

420,018

3/1/2015
Thecomplete.me, Inc.
 
450,355

450,355

12/1/2015
Topsy Labs, Inc.
 
3,805,634

3,805,634

1/1/2016
True & Co., Inc.
 
692,632

692,632

2/1/2016
UserVoice, Inc.
 
936,196

936,196

11/1/2015
Vertical Acuity, Inc.
 
84,797

94,797

*
WeddingWire, Inc.
 
404,507

404,507

2/1/2014
Youku.com, Inc.
 
598,619

598,619

7/1/2013
Subtotal:
57.1%
$
111,593,966

$
112,618,835

 
 
 
 
 
 
Medical Devices
 
 
 
 
Avedro, Inc.
 
$
5,880,371

$
5,880,371

10/1/2015
C8 Medisensors, Inc.
 
4,119,906

4,119,906

2/1/2015
Cellscape Corp.
 
1,083,900

1,083,900

9/1/2015
Cervilenz, Inc.
 
2,753,599

2,753,599

12/1/2015
ConforMIS, Inc.
 
2,964,771

2,964,771

5/1/2014
Fluxion Biosciences, Inc.
 
654,999

654,999

12/1/2013
HourGlass Technologies, Inc.
 
193,225

819,225

*
MimOSA, Inc.
 
418,118

418,118

2/1/2015
NasoForm, Inc.
 
334,495

334,495

2/1/2015
O2 MedTech, Inc.
 
13,116

666,116

*
Oculus Innovative Sciences, Inc.
 
1,930,287

1,930,287

2/1/2015
Sonoma Orthopedic Products, Inc.
 
4,240,260

4,240,260

9/1/2015
Spinal Kinetics, Inc.
 
453,933

453,933

10/1/2013
Xlumena, Inc.
 
596,038

596,038

5/1/2014
Zipline Medical, Inc.
 
1,880,700

1,880,700

9/1/2015
Subtotal:
14.0%
$
27,517,718

$
28,796,718

 
 
 
 
 
 
Other Healthcare
 
 
 
 
Counsyl, Inc.
 
$
4,313,347

$
4,313,347

5/1/2015
Ekso Bionics, Inc.
 
4,143,859

4,143,859

5/1/2015
Health Guru Media, Inc.
 
2,644,694

2,644,694

12/1/2014
NABsys, Inc.
 
4,600,771

4,600,771

5/1/2015

18



Pathway Genomics Corp.
 
1,869,882

1,869,882

12/1/2014
Quantia Communications, Inc.
 
4,153,911

4,153,911

9/1/2014
Treato, Ltd.
 
1,179,259

1,179,259

6/1/2015
Wellfount Corp.
 
1,973,955

1,973,955

10/1/2014
Subtotal:
12.7%
$
24,879,678

$
24,879,678

 
 
 
 
 
 
Other Technology
 
 
 
 
Daylight Solutions, Inc.
 
$
3,475,501

$
3,475,501

7/1/2015
Demand Energy Networks, Inc.
 
775,306

775,306

1/1/2016
EcoSMART Technologies, Inc.
 
731,451

731,451

3/1/2014
Kabbage, Inc.
 
2,139,853

2,139,853

9/1/2015
LanzaTech New Zealand Ltd.
 
9,381,751

9,381,751

4/1/2016
Lehigh Technologies, Inc.
 
2,204,908

2,204,908

2/1/2015
Myine Electronics, Inc.
 
780,276

780,276

4/1/2015
nScaled, Inc.
 
173,023

173,023

11/1/2015
Pinnacle Engines, Inc.
 
2,534,722

2,534,722

3/1/2015
PlantSense, Inc.
 
94,534

183,044

*
Relume Technologies, Inc.
 
1,400,962

1,400,962

1/1/2015
Solaria Corp.
 
2,141,003

2,141,003

9/1/2014
Svaya Nanotechnologies, Inc.
 
704,492

704,492

12/1/2014
Thoughtful Media Group, Inc.
 
547,375

1,047,375

*
YPX Cayman Holdings Co.
 
749,260

749,260

10/1/2015
ZeaChem, Inc.
 
5,546,802

5,546,802

4/1/2015
Subtotal:
17.0%
$
33,381,219

$
33,969,729

 
 
 
 
 
 
Security
 
 
 
 
Kinamik, Inc.
 
$
541,085

$
601,085

*
Pandesa Corp.
 
358,731

358,731

2/1/2015
Uplogix, Inc.
 
2,803,005

2,803,005

7/1/2015
Subtotal:
1.9%
$
3,702,821

$
3,762,821

 
 
 
 
 
 
Software
 
 
 
 
AcousticEye, Ltd.
 
$
608,301

$
608,301

9/1/2015
Appconomy, Inc.
 
2,802,553

2,802,553

5/1/2015
Artificial Solutions ASH AB
 
1,215,369

1,215,369

2/1/2015
ClearPath, Inc.
 
789,980

789,980

11/1/2014
Corduro, Inc.
 
168,707

258,707

*
D Software, Inc.
 
202,558

202,558

12/1/2014
gloStream, Inc.
 
1,239,502

1,239,502

4/1/2015
Image Vision Labs, Inc.
 
212,671

212,671

6/1/2014
Innerworkings Holdings, Ltd.
 
536,348

536,348

10/1/2014
Innotas, Inc.
 
492,295

492,295

3/1/2014
Intalio, Inc.
 
705,242

705,242

6/1/2015
Kareo, Inc.
 
5,839,433

5,839,433

10/1/2015
KIT Digital, Inc.
 
8,604,248

9,564,248

*
Knowledge Adventure, Inc.
 
2,310,508

2,310,508

12/1/2014
Lending Stream, Ltd.
 
4,854,669

4,854,669

12/1/2014

19



Lex Machina, Inc.
 
265,762

265,762

4/1/2014
Mantara, Inc.
 
1,647,473

1,647,473

2/1/2015
Medsphere Systems Corp.
 
1,720,701

1,720,701

6/1/2014
NewVoiceMedia, Ltd.
 
2,564,879

2,564,879

2/1/2015
Nolio, Inc.
 
1,523,456

1,523,456

1/1/2015
Palantir Technologies, Inc.
 
5,214,444

5,214,444

3/1/2014
PivotLink, Inc.
 
3,190,253

3,190,253

12/1/2014
Pursway, Inc.
 
1,909,799

1,909,799

7/1/2015
Quantisense, Inc.
 
1,366,126

1,366,126

6/1/2015
Riskonnect, Inc.
 
887,653

887,653

8/1/2015
SoundHound, Inc.
 
356,955

356,955

9/1/2013
STG-Impact Holdings Corp.
 
10,711,009

10,711,009

3/1/2016
Superfish, Inc.
 
725,188

725,188

4/1/2015
Target Data, Inc.
 
539,144

539,144

6/1/2015
The Cloudscaling Group, Inc.
 
2,377,402

2,377,402

9/1/2015
Validare, Inc.
 

92,055

*
Vizit, Inc.
 
410,847

410,847

11/1/2014
Vyumix, Inc.
 
265,375

265,375

8/1/2015
WebLink International, Inc.
 
1,202,940

1,202,940

4/1/2015
Xceedium, Inc.
 
853,764

853,764

4/1/2015
XOS Technologies, Inc.
 
1,531,914

1,531,914

10/1/2014
Subtotal:
35.6%
$
69,847,468

$
70,989,523

 
 
 
 
 
 
Technology Services
 
 
 
 
BountyJobs, Inc.
 
$
2,206,949

$
2,206,949

7/1/2015
DigitalPath, Inc.
 
2,350,378

2,350,378

10/1/2015
Perfect Market, Inc.
 
1,801,469

1,801,469

6/1/2015
Rated People LTD.
 
3,039,041

3,039,041

11/1/2015
The New Orleans Exchange, Inc.
 
5,646,732

5,646,732

1/1/2016
Subtotal:
7.7%
$
15,044,569

$
15,044,569

 
 
 
 
 
 
Wireless
 
 
 
 
Azumio, Inc.
 
$
1,423,353

$
1,423,353

8/1/2015
Cellfire, Inc.
 
764,140

764,140

12/1/2014
Flint Mobile, Inc.
 
1,162,520

1,162,520

1/1/2016
GPShopper, LLC
 
562,491

562,491

12/1/2015
July Systems, Inc.
 
1,632,570

1,632,570

10/1/2014
Meru Networks, Inc.
 
9,643,029

9,643,029

8/1/2015
StarMaker Interactive, Inc.
 
380,051

380,051

2/1/2015
Zipit Wireless, Inc.
 
735,264

735,264

10/1/2014
Subtotal:
8.3%
$
16,303,418

$
16,303,418

 
 
 
 
 
 
Total (Cost of $318,043,136):
160.2%
$
313,848,702

$
318,043,136

 
 
 
 
 
 

20




*As of December 31, 2012, loans with a cost basis of $16.5 million and a fair value of $12.3 million were classified as non-accrual. These loans have been accelerated from original maturity and are due in their entirety. 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.  As of June 30, 2013 and December 31, 2012, the Fund had unexpired unfunded commitments to borrowers of $60.9 million and $63.9 million, respectively.

Valuation Hierarchy
 
The Fund categorizes its fair value measurements according to a three-level hierarchy as required by GAAP. 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.

Transfer of investments between levels of the fair value hierarchy are recorded on the actual date of the event or
change in circumstances that caused the transfer. There were no transfers in and out of Level 1, 2, and 3 during the
period ended June 30, 2013.

The Fund's cash equivalents were valued at the traded net asset value of the money market mutual fund. As a result, these measurements are classified as Level 1. The Fund's investments in the interest rate swaps are based on quotes from the market makers and therefore, are classified as Level 2. The Fund uses estimated exit values when determining the value of its investments.  Because loan 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 provides quantitative information about the Fund's Level 3 fair value measurements of its investments as of June 30, 2013. In addition to the techniques and inputs noted in the table below, the Fund may also use other valuation techniques and methodologies when determining its fair value measurements. The below table is not intended to be all-inclusive, but rather provides information on the significant Level 3 inputs as they relate to the Fund's fair value measurements.


21



Investment Type
 
 
 
 
 
 
 
 
- Level 3
 
Fair Value at
 
Valuation Techniques/
 
 
 
Weighted Average/
Debt Investments by Industry
 
June 30, 2013
 
Methodologies
 
Unobservable Input
 
Range
Computer & Storage
 
$11,782,822
 
Hypothetical Market Analysis
 
Hypothetical Market Coupon Rate
 
18%
 
 
 
 
Liquidation
 
Investment Collateral
 
$0-$206,093
 
 
 
 
 
 
 
 
 
Enterprise Networking
 
$2,274,155
 
Hypothetical Market Analysis
 
Hypothetical Market Coupon Rate
 
16%
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Internet
 
$108,134,811
 
Hypothetical Market Analysis
 
Hypothetical Market Coupon Rate
 
17%
 
 
 
 
Liquidation
 
Investment Collateral
 
$5,000 - $579,896
 
 
 
 
 
 
 
 
 
Medical Devices
 
$23,981,081
 
Hypothetical Market Analysis
 
Hypothetical Market Coupon Rate
 
16%
 
 
 
 
Liquidation
 
Investment Collateral
 
$211,875-$1,800,000
 
 
 
 
 
 
 
 
 
Other Healthcare
 
$31,093,560
 
Hypothetical Market Analysis
 
Hypothetical Market Coupon Rate
 
16%
 
 
 
 
 
 
 
 
 
Other Technology
 
$36,351,573
 
Hypothetical Market Analysis
 
Hypothetical Market Coupon Rate
 
16%
 
 
 
 
Liquidation
 
Investment Collateral
 
$547,375-$1,233,615
 
 
 
 
 
 
 
 
 
Security
 
$2,816,753
 
Hypothetical Market Analysis
 
Hypothetical Market Coupon Rate
 
17%
 
 
 
 
Liquidation
 
Investment Collateral
 
$0 - $300,653
 
 
 
 
 
 
 
 
 
Software
 
$65,559,099
 
Hypothetical Market Analysis
 
Hypothetical Market Coupon Rate
 
16%
 
 
 
 
Liquidation
 
Investment Collateral
 
$93,942-$1,341,362
 
 
 
 
 
 
 
 
 
Technology Services
 
$18,958,643
 
Hypothetical Market Analysis
 
Hypothetical Market Coupon Rate
 
16%
 
 
 
 
 
 
 
 
 
Wireless
 
$16,708,295
 
Hypothetical Market Analysis
 
Hypothetical Market Coupon Rate
 
16%
 
 
 
 
 
 
 
 
 
Other*
 
$2,441,537
 
Hypothetical Market Analysis
 
Hypothetical Market Coupon Rate
 
24%
 
 
 
 
 
 
 
 
 
 
 
$320,102,329
 
 
 
 
 
 

*Other loans are comprised of companies in the Biotechnology and Carrier Networking industries.

The following table presents the balances of assets and liabilities as of June 30, 2013 and December 31, 2012 measured at fair value on a recurring basis:

As of June 30, 2013
Level 1
 
Level 2
 
Level 3
 
Total
ASSETS:
 
 
 
 
 
 
 
Loans*
$

 
$

 
$
320,102,329

 
$
320,102,329

Cash equivalents
22,269,840

 

 

 
22,269,840

Total
$
22,269,840

 
$

 
$
320,102,329

 
$
342,372,169

 
 
 
 
 
 
 
 
LIABILITIES:
 
 
 
 
 
 
 
Interest rate swap agreements
$

 
$
1,235,614

 
$

 
$
1,235,614

Total
$

 
$
1,235,614

 
$

 
$
1,235,614


22



As of December 31, 2012
Level 1
 
Level 2
 
Level 3
 
Total
ASSETS:
 
 
 
 
 
 
 
Loans*
$

 
$

 
$
313,848,702

 
$
313,848,702

Cash equivalents
16,244,714

 

 

 
16,244,714

Total
$
16,244,714

 
$

 
$
313,848,702

 
$
330,093,416

 
 
 
 
 
 
 
 
LIABILITIES:
 
 
 
 
 
 
 
Interest rate swap agreement
$

 
$
1,761,347

 
$

 
$
1,761,347

Total
$

 
$
1,761,347

 
$

 
$
1,761,347


*For a detailed listing of borrowers comprising this amount please refer to Note 3, Summary of Investments.

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 June 30, 2013
For the Six Months Ended June 30, 2013
 
 
 
Loans
 
Warrants
 
Stock
 
 
Loans
 
Other Investment
 
Warrants
 
Stock
Beginning balance
 
$
302,657,049

 
$

 
$

 
 
$
313,848,702

 
$

 
$

 
$

Acquisitions and originations
 
66,649,072

 
4,606,967

 
262,252

 
 
92,786,159

 

 
6,429,511

 
262,252

Principal reductions
 
(46,680,866
)
 

 

 
 
(80,167,535
)
 

 

 

Distribution to shareholder
 

 
(4,606,967
)
 
(262,252
)
 
 

 

 
(6,429,511
)
 
(262,252
)
Conversion of note to stock
 

 

 

 
 

 

 

 

Conversion of receivable to stock
 

 

 

 
 

 

 

 

Net change in unrealized loss from investments
 
(1,591,000
)
 

 

 
 
(4,590,575
)
 

 

 

Net realized loss from investments
 
(931,926
)
 

 

 
 
(1,774,422
)
 

 

 

Ending balance
 
$
320,102,329

 
$

 
$

 
 
$
320,102,329

 
$

 
$

 
$

Net change in unrealized loss on investments relating to investments still held at June 30, 2013
 
$
(5,541,000
)
 
 
 
 
 
 
$
(6,594,138
)
 
 
 
 
 
 



 
 
For the Three Months Ended June 30, 2012
 
For the Six Months Ended June 30, 2012
 
 
 
 
 
Loans
 
Warrants
 
Stock
 
Loans
 
Warrants
 
Stock
Beginning balance
 
$
217,107,113

 
$

 
$

 
$
174,777,564

 
$

 
$

Acquisitions and originations
 
68,980,140

 
3,899,961

 
275,730

 
127,666,341

 
8,355,892

 
275,730

Principal reductions
 
(23,877,943
)
 

 

 
(39,809,595
)
 

 

Distribution to shareholder
 

 
(3,899,961
)
 
(275,730
)
 

 
(8,355,892
)
 
(275,730
)
Conversion of note to stock
 
$

 
$

 

 
$

 

 

Conversion of receivable to stock
 
$

 
$

 

 
$

 

 

Net change in unrealized loss from investments
 
(1,755,338
)
 

 

 
(2,180,338
)
 

 

Net realized gain (loss) from investments
 

 

 

 
$

 

 

Ending balance
 
$
260,453,972

 
$

 
$

 
$
260,453,972

 
$

 
$

Net change in unrealized loss on investments relating to investments still held at June 30, 2012
 
$
(1,755,338
)
 
 
 
 
 
$
(2,180,338
)
 
 
 
 





23




4.
EARNINGS PER SHARE

Basic earnings per share are computed by dividing net increase in net assets resulting from operations by the weighted average common shares outstanding.  Diluted earnings per share are computed by dividing net increase 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 held no instruments that would be potential common shares; thus, reported basic and diluted earnings per share are the same.

5.
CAPITAL STOCK

As of June 30, 2013 and December 31, 2012, 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, as of June 30, 2013, was $294.0 million.  Total contributed capital to the Company through June 30, 2013 and December 31, 2012 was $279.3 million and $264.6 million, respectively, of which $241.5 million and $233.5 million, respectively, was contributed to the Fund.  

The chart below shows the distributions of the Fund for the six months ended June 30, 2013 and 2012.
 
For the Six Months Ended June 30, 2013
 
For the Six Months Ended June 30, 2012
Cash distributions
$
16,900,000

 
$
10,270,000

Distributions of equity securities
6,691,763

 
8,631,622

 
 
 
 
Total distributions to shareholder
$
23,591,763

 
$
18,901,622


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

The Fund has established a secured revolving loan facility in an amount of up to $160 million with Union Bank, N.A., Wells Fargo Bank, N.A. and Bank Leumi USA.  Pursuant to the Loan Agreement, as amended, the Fund has the option to request that the lenders providing such facility increase the borrowing availability thereunder to no more than $170 million in the aggregate, as commitments may be obtained. Loans under the facility may be, at the option of the Fund, either Reference Rate loans (as defined in the agreement) or LIBOR loans.

The facility will terminate on September 23, 2014, but can be accelerated under an event of default such as failure by the Fund to make timely interest or principal payments. As of June 30, 2013, $145.4 million is outstanding under the facility.

Borrowings under this facility are 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 is expected to correspond to the amortization of the loans supporting each borrowing. The Fund pays a commitment fee of 0.325 percent (annual fee paid quarterly) based on the total commitment related to the facility.  The Fund pays interest on its borrowings and also pays a fee on the unused portion of the facility.

Bank fees of $750,000 were incurred in connection with the facility. The bank fees and other costs incurred have been capitalized and are amortized to interest expense on a straight line basis over the expected life of the facility. As of June 30, 2013, the remaining unamortized fees and costs of $614,748 are being amortized over the expected life of the facility (September 2014).


24



The facility is revolving and as such does not have a specified repayment schedule, though advances are secured by the assets of the Fund and thus repayments will be required as assets decline. The facility contains various covenants including financial covenants related to: (i) Debt to Net Worth Ratio, (ii) Minimum Debt Service Coverage Ratio, (iii) Interest Coverage Ratio, (iv) Asset Coverage, (v) Asset Coverage Under Investment Company Act, (vi) Maximum Loan Loss Reserves, and (vii) Unfunded Commitment Ratio. There are also various restrictive covenants, including limitations on (i) the incurrence of liens, (ii) consolidations, mergers and asset sales, and (iii) capital expenditures. As of June 30, 2013, Management believes that the Fund was in compliance with these covenants.

The following is the summary of the outstanding facility draws as of June 30, 2013:
Roll-Over Date
Amount
Maturity Date
Floating Interest Rate
April 18, 2013
$
145,400,000

7/18/2013*
3.03%
TOTAL OUTSTANDING
$
145,400,000

 
 
* Loan was subsequently rolled for a 90-day LIBOR loan, maturing on October 18, 2013.

7. INTEREST RATE SWAP AGREEMENTS

On February 18, 2011, the Fund entered into an interest rate swap transaction with Union Bank, N.A. to convert floating rate liabilities to fixed rates. The purpose of the interest rate swap agreement is to protect the Fund against rising interest rates. The Fund continues to adjust the notional principal amount as the outstanding balance under the debt facility changes. As of June 30, 2013, the notional principal amount was $102 million. The Fund pays a fixed rate of 1.277 percent and receives from the counterparty a floating rate based on 90-day LIBOR. Payments are made quarterly and will terminate on September 23, 2014.

On June 26, 2012, the Fund entered into an interest rate swap transaction with Wells Fargo Bank, N.A. to convert floating rate liabilities to fixed rates. The purpose of the interest rate swap agreement is to protect the Fund against rising interest rates. The Fund continues to adjust the notional principal amount as the outstanding balance under the debt facility changes. As of June 30, 2013, the notional principal amount was $43.8 million. The Fund pays a fixed rate of 0.501 percent and receives from the counterparty a floating rate based on 90-day LIBOR. Payments are made quarterly and will terminate on September 23, 2014.

As of June 30, 2013, the total fair value of the interest rate swaps was $(1.2) million and is recorded in accounts payable and other accrued liabilities in the Condensed Statements of Assets and Liabilities. Change in unrealized gain from hedging activities of $0.2 million and $0.5 million, and net realized loss from hedging activities of $0.3 million and $0.5 million, for the three and six months ended June 30, 2013, respectively, were included in net realized and change in unrealized loss from hedging activities in the Condensed Statements of Operations.

As of June 30, 2013 and December 31, 2012, the fair value of the Fund's derivative financial instruments were as follows:

 
 
Liability Derivatives

 
 
June 30, 2013
 
December 31, 2012

Derivatives Not Designated as
Hedging Instruments:

 
Balance Sheet Location

 
Fair Value

 
Balance Sheet Location

 
Fair Value

Interest rate swap agreements

 
Accounts payable and
other accrued liabilities

 
$
1,235,614

 
Accounts payable and
other accrued liabilities

 
$
1,761,347





25



For the three and six months ended June 30, 2013 and 2012, the derivative financial instruments had the following effect on the Fund's Condensed Statements of Operations:

 
 
 
 
For the three months ended
 
For the six months ended
Derivatives Not Designated as
Hedging Instruments:

 
Location of Gain (Loss) Recognized

 
June 30, 2013
 
June 30, 2012
 
June 30, 2013
 
June 30, 2012
Interest rate swap agreements

 
Net realized and unrealized loss from hedging activities

 
$(29,675)
 
$(308,906)
 
$(13,261)
 
$(705,612)

8.  FINANCIAL HIGHLIGHTS

GAAP requires disclosure of financial highlights of the Fund for the periods presented, the three and six months ended June 30, 2013.  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.

26



The following per share data and ratios have been derived from the information provided in the financial statements:

 
For the Three Months Ended June 30, 2013
 
For the Three Months Ended June 30, 2012
 
For the Six Months Ended June 30, 2013
 
For the Six Months Ended June 30, 2012
 
 
 
 
 
 
 
 
Total return **
4.56
%
 
4.13
%
 
8.43
%
 
8.35
%
 
 
 
 
 
 
 
 
Per share amounts:
 
 
 
 
 
 
 
   Net asset value, beginning of period
$
1,939.31

 
$
1,478.44

 
$
1,959.29

 
$
1,314.09

   Net investment income
113.73

 
82.21

 
222.23

 
143.04

   Net change in unrealized and realized gain
 
 
 
 
 
 
 
    loss from investments and hedging
 
 
 
 
 
 
 
    activities
(25.53
)
 
(20.64
)
 
(63.78
)
 
(28.85
)
   Net increase in net assets from
 
 
 
 
 
 
 
   operations
88.20

 
61.57

 
158.45

 
114.19

   Distributions of income to shareholder
(108.87
)
 
(81.27
)
 
(199.10
)
 
(140.78
)
   Return of capital to shareholder
(36.82
)
 
(19.48
)
 
(36.82
)
 
(48.24
)
   Capital contributions
80.00

 
170.00

 
80.00

 
370.00

 


 
 
 
 
 
 
Net asset value, end of period
$
1,961.82

 
$
1,609.26

 
$
1,961.82

 
$
1,609.26

 
 

 
 
 
 
 
 
Net assets, end of period
$
196,182,220

 
$
160,925,501

 
$
196,182,220

 
$
160,925,501

 
 
 
 
 
 
 
 
Ratios to average net assets:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Expenses*
7.35
%
 
7.67
%
 
7.29
%
 
8.11
%
Net investment income*
23.22
%
 
21.68
%
 
22.97
%
 
20.21
%
* Annualized
 
 
 
 
 
 
 
** Total return amounts presented above are not annualized.

27



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 VI, 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 VI, LLC (the “Company”).  The Fund's shares of Common Stock, at $0.001 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 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 June 29, 2010, 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 ("RIC") under the Internal Revenue Code with the filing of its federal corporate income tax return for 2010.  Pursuant to this election, the Fund generally will not have to pay corporate-level taxes on any income it distributes to the shareholder 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 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.


28



The Fund's investment objective is to achieve superior risk adjusted investment returns.  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 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 primarily consist of debt financing to venture capital backed companies.  The borrower's ability to repay its loans may be adversely impacted by a number of factors, and as a result, the loan 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 V, Inc. (“Fund V”)

The Manager also serves as investment manager for Fund V. The amount of each Investment had been allocated 50% to the Fund and 50% to Fund V so long as Fund V had capital available to invest. After February 2011, Fund V was no longer permitted to enter into new commitments to borrowers. Investing the Fund's capital in the same companies in which Fund V invested provided the Fund with greater diversification and access to larger transactions. It resulted in a slower pace of investment than would be the case if the Fund were investing in companies by itself.

Transactions with Venture Lending & Leasing VII, Inc. (“Fund VII”)

The Manager also serves as investment manager for Fund VII. The amount of each Investment is allocated 50% to the Fund and 50% to Fund VII so long as the Fund has capital available to invest in loan transactions with final maturities earlier than December 31, 2020 (the date on which the Fund will be dissolved). While investing the Fund's capital in the same companies in which Fund VII 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 and determined the most critical accounting principles upon which our financial statements depend by considering accounting policies that involve the most complex or subjective decisions or assessments. Such 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 in the Fund's financial statements (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 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 Six Months Ended June 30, 2013 and 2012

Total investment income for the three months ended June 30, 2013 and 2012 was $15.0 million and $11.1 million, respectively, which primarily consisted of interest on the venture loans outstanding. Total investment income for the six months ended June 30, 2013 and 2012 was $29.3 million and $20.0 million, respectively, which primarily consisted of interest on the venture loans outstanding. The remaining income consisted of interest and dividends on the temporary investment of cash, forfeited commitment fees, and fees earned from waivers to loan agreements. The increase was primarily due to the increase in the average loans outstanding from $229.5 million for the three months ended June 30, 2012 to $308.9 million for the three months ended June 30, 2013 and from $209.1

29



million for the six months ended June 30, 2012 to $304.7 million for the six months ended June 30, 2013. This is offset by the decrease in average interest rates from 19.39% for the three months ended June 30, 2012 to 18.89% for the three months ended June 30, 2013 and from 19.02% for the six months ended June 30, 2012 to 18.92% for the six months ended June 30, 2013. Interest is calculated using the effective interest method, and rates earned by the Fund will fluctuate based on many factors including volatility of values ascribed to warrants, and new loans funded during the year and early payoffs.

Management fees for the three months ended June 30, 2013 and 2012 were $2.2 million and $1.8 million, respectively. Management fees for the six months ended June 30, 2013 and 2012 were $4.3 million and $3.7 million, respectively. Prior to June 29, 2012, management fees were calculated as 2.5 percent of the committed capital of the Company. Starting on June 29, 2012, management fees are calculated as 2.5 percent of the Fund's total assets. Management fees increased because assets under management as of June 30, 2013 were greater than committed capital as of June 30, 2012.

Total interest expense was $1.2 million and $1.0 million for the three months ended June 30, 2013 and 2012, respectively. Total interest expense was $2.4 million and $1.8 million for the six months ended June 30, 2013 and 2012, respectively. Interest expense increased primarily due to the increased average borrowings, which rose from $100.3 million for the three months ended June 30, 2012 to $142.8 million for the three months ended June 30, 2013, and from $91.3 million for the six months ended June 30, 2012 to $139.0 million for the six months ended June 30, 2013.

Total banking and professional fees were $0.2 million and $0.1 million for the three months ended June 30, 2013 and 2012, respectively. Total banking and professional fees were $0.3 million and $0.2 million for the six months ended June 30, 2013 and 2012, respectively. The banking and professional fees were comprised of legal, audit, banking and other professional fees. These fees rose in 2013 primarily because of increased legal and accounting fees as the Fund matured.

Total other operating expenses were less than $0.1 million for the three months ended June 30, 2013 and 2012, respectively. Total other operating expenses were less than $0.1 million for the six months ended June 30, 2013 and 2012, respectively.

Net investment income for the three months ended June 30, 2013 and 2012, was $11.4 million and $8.2 million, respectively. Net investment income for the six months ended June 30, 2013 and 2012, was $22.2 million and $14.3 million, respectively.

Total net realized loss from investments was $0.9 million and $0.0 million for the three months ended June 30, 2013 and 2012, respectively. Total net realized loss from investments was $1.8 million and $0.0 million for the six months ended June 30, 2013 and 2012, respectively.

Net change in unrealized loss from investments was $1.6 million and $1.8 million for the three months ended June 30, 2013 and 2012, respectively. Net change in unrealized loss from investments was $4.6 million and $2.2 million for the six months ended June 30, 2013 and 2012, respectively. The unrealized loss consists of fair market value adjustments to loans.  

Net change in realized and unrealized loss from hedging activities was less than $0.1 million and $0.3 million for the three months ended June 30, 2013 and 2012, respectively. Net change in realized and unrealized loss from hedging activities was less than $0.1 million and $0.7 million for the six months ended June 30, 2013 and 2012, respectively. The realized and unrealized gain (loss) consists of the unrealized gains (losses) from hedging activities and the net interest received or paid on the interest rate swap transaction. The Fund entered into interest rate swap transactions with Union Bank, N.A and Wells Fargo Bank, N.A. to convert floating rate liabilities to fixed rates (see Note 7 in the Fund's financial statements).


30



Net increase in net assets resulting from operations for the three months ended June 30, 2013 and 2012 was $8.8 million and $6.2 million, respectively. Net increase in net assets resulting from operations for the six months ended June 30, 2013 and 2012 was $15.8 million and $11.4 million, respectively. On a per share basis, the net increase in net assets resulting from operations was $88.2 and $61.6 for the three months ended June 30, 2013 and 2012, respectively. On a per share basis, the net increase in net assets resulting from operations was $158.45 and $114.18 for the six months ended June 30, 2013 and 2012, respectively.

Liquidity and Capital Resources – June 30, 2013 and December 31, 2012

Total capital contributed to the Fund was $241.5 million, prior to distribution of capital, as of June 30, 2013. Committed capital to the Company at June 30, 2013 was $294.0 million, of which $279.3 million had been called.  The remaining $14.7 million in committed capital as of June 30, 2013 is due to expire in June 2015 as the five year anniversary will have passed, at which time no further capital can be called.

The Fund has established a secured revolving loan facility in an amount of up to $160 million with Union Bank, N.A., Wells Fargo Bank, N.A. and Bank Leumi USA.  Pursuant to the Loan Agreement, as amended, the Fund has the option to request that the lenders providing such facility increase the borrowing availability thereunder to no more than $170 million in the aggregate, as commitments may be obtained. Loans under the facility may be, at the option of the Fund, either Reference Rate loans (as defined in the agreement) or LIBOR loans.

The facility will terminate on September 23, 2014, but can be accelerated under an event of default such as failure by the Fund to make timely interest or principal payments. As of June 30, 2013, $145.4 million is outstanding under the facility.

As of June 30, 2013 and December 31, 2012, 6.4% and 4.8%, respectively, of the Fund's assets consisted of cash and cash equivalents.  The Fund invested its assets in venture loans during the six months ended June 30, 2013. Amounts disbursed under the Fund's loan commitments totaled approximately $92.8 million during the six months ended June 30, 2013.  Net loan amounts outstanding after amortization and fair market adjustment increased by approximately $6.3 million for the same period.  Unexpired, unfunded commitments totaled approximately $60.9 million as of June 30, 2013.

As of
Cumulative Amount
Disbursed
Principal
Reductions and Fair
Market Adjustments
Balance
Outstanding - Fair
Value
Unexpired
Unfunded
Commitments
June 30, 2013
$532.1 million
$212.0 million
$320.1 million
$60.9 million
December 31, 2012
$439.3 million
$125.4 million
$313.8 million
$63.9 million

Because 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

31



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 investments are subject to market risk based on several factors, including, but not limited to, the investment's credit history, available cash, support of the borrower's underlying investors, available liquidity, "burn rate", revenue income, security interest, secondary markets for collateral, the size of the loan, and term of the loan.

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 and six months ended June 30, 2013.  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


32



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 2012 Annual Report on Form 10-K for a detailed description of the risks attendant to the Fund and its business. There were no material changes to these factors during the three or six months ended June 30, 2013.

Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds

Prior to the Fund's commencement of operations on June 29, 2010, the Fund sold 100,000 shares to the Fund's sole shareholder, the Company, for $25,000 in January 2010.  No other shares of the Fund have been sold; however, the Fund received an additional $241.5 million of paid in capital during the period from June 29, 2010 through June 30, 2013 which is expected to be used to acquire venture loans and fund operations.

Item 3.  Defaults Upon Senior Securities

Not applicable.

Item 4. Mine Safety Issues

Not applicable.

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 January 11, 2010, incorporated by reference to the Fund's Form 10 filed with the Securities and Exchange Commission on February 9, 2010.
3(ii)
Bylaws of the Fund, incorporated by reference to the Fund's Form 10 filed with the Securities and Exchange Commission on February 9, 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 February 9, 2010.
31.1-32.2
Certifications pursuant to The Sarbanes-Oxley Act of 2002.


33



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 VI, INC.
(Registrant)

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:
August 9, 2013
Date:
August 9, 2013


34



EXHIBIT INDEX

Exhibit Number
Description
3(i)
Articles of Incorporation of the Fund as filed with the Maryland Secretary of State on January 11, 2010, incorporated by reference to the Fund's Form 10 filed with the Securities and Exchange Commission on February 9, 2010.
3(ii)
Bylaws of the Fund, incorporated by reference to the Fund's Form 10 filed with the Securities and Exchange Commission on February 9, 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 February 9, 2010.
31.1-32.2
Certifications pursuant to The Sarbanes-Oxley Act of 2002.


          









35