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EX-32.2 - VLL7INC 10-Q 03.31.18 EXHIBIT 32.2 - Venture Lending & Leasing VII, Inc.vll710q033118ex322.htm
EX-32.1 - VLL7INC 10-Q 03.31.18 EXHIBIT 32.1 - Venture Lending & Leasing VII, Inc.vll710q033118ex321.htm
EX-31.2 - VLL7INC 10-Q 03.31.18 EXHIBIT 31.2 - Venture Lending & Leasing VII, Inc.vll710q033118ex312.htm
EX-31.1 - VLL7INC 10-Q 03.31.18 EXHIBIT 31.1 - Venture Lending & Leasing VII, Inc.vll710q033118ex311.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 March 31, 2018

[  ]
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 814-00969

Venture Lending & Leasing VII, Inc.
(Exact Name of Registrant as specified in its charter)
Maryland
45-5589518
(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) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [x]  No [ ]
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 [x]   No [ ]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company.  See the definitions of “large accelerated filer,” “accelerated filer, and “smaller reporting company in Rule 12b-2 of the Exchange Act (Check one):
Large accelerated filer [ ]
Accelerated filer [ ]
Non-accelerated filer [x]
Smaller reporting company [ ]

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes [ ]  No [x]

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date:
Class
 
Outstanding as of May 15, 2018
Common Stock, $.001 par value
 
100,000




VENTURE LENDING & LEASING VII, INC.
INDEX

PART I — FINANCIAL INFORMATION
 
 
Item 1.
Financial Statements
 
 
 
Condensed Statements of Assets and Liabilities (Unaudited)
 
As of March 31, 2018 and December 31, 2017
 
 
 
Condensed Statements of Operations (Unaudited)
 
For the three months ended March 31, 2018 and 2017
 
 
 
Condensed Statements of Changes in Net Assets (Unaudited)
 
For the three months ended March 31, 2018 and 2017
 
 
 
Condensed Statements of Cash Flows (Unaudited)
 
For the three months ended March 31, 2018 and 2017
 
 
 
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 Disclosures
 
 
Item 5.
Other Information
 
 
Item 6.
Exhibits
 
 
SIGNATURES




PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

VENTURE LENDING & LEASING VII, INC.

CONDENSED STATEMENTS OF ASSETS AND LIABILITIES (UNAUDITED)
AS OF MARCH 31, 2018 AND DECEMBER 31, 2017

 
March 31, 2018
 
December 31, 2017
ASSETS
 
 
 
Loans, at estimated fair value
 
 
 
   (cost of $355,830,580 and $350,356,204)
$
328,269,808

 
$
325,189,783

 
 
 
 
Cash and cash equivalents
6,368,216

 
4,931,102

Other assets
6,115,104

 
6,149,703

 
 
 
 
Total assets
340,753,128

 
336,270,588

 
 
 
 
LIABILITIES
 
 
 
Borrowings under debt facility
119,500,000

 
121,000,000

Accrued management fees
2,125,647

 
2,101,691

Accounts payable and other accrued liabilities
908,254

 
511,880

 
 
 
 
Total liabilities
122,533,901

 
123,613,571

 
 
 
 
NET ASSETS
$
218,219,227

 
$
212,657,017

 
 
 
 
Analysis of Net Assets:
 
 
 
 
 
 
 
Capital paid in on shares of capital stock
$
322,645,000

 
$
321,025,000

Net unrealized depreciation on investments
(27,148,685
)
 
(25,167,021
)
Distribution in excess of net investment income
(77,277,088
)
 
(83,200,962
)
Net assets (equivalent to $2,182.19 and $2,126.57 per share based on 100,000 shares of capital stock outstanding - See Note 6 and Note 11)
$
218,219,227

 
$
212,657,017

 
 
 
 
Commitments & Contingent Liabilities:
 
 
 
Unfunded unexpired commitments (See Note 4)
$
21,125,000

 
$
67,050,000




See notes to condensed financial statements



3



VENTURE LENDING & LEASING VII, INC.

CONDENSED STATEMENTS OF OPERATIONS (UNAUDITED)
FOR THE THREE MONTHS ENDED MARCH 31, 2018 AND 2017

 
For the Three Months Ended March 31, 2018
 
For the Three Months Ended March 31, 2017
 
 
 
 
 
 
 
 
 
 
 
INVESTMENT INCOME:
 
 
 
 
Interest on loans
$
11,432,014

 
$
11,711,747

 
Other interest and other income
22,427

 
13,998

 
Total investment income
11,454,441

 
11,725,745

 
 
 
 
 
 
EXPENSES:
 
 
 
 
Management fees
2,129,707

 
2,242,984

 
Interest expense
1,423,331

 
1,867,355

 
Banking and professional fees
148,418

 
144,031

 
Other operating expenses
31,486

 
35,973

 
Total expenses
3,732,942

 
4,290,343

 
Net investment income
7,721,499

 
7,435,402

 
 
 
 
 
 
Net realized loss from investments
(395,138
)
 
(3,604,891
)
 
Net change in unrealized gain (loss) from investments
(1,981,665
)
 
2,894,183

 
Net realized and change in unrealized loss from investments
(2,376,803
)
 
(710,708
)
 
Net increase in net assets resulting from operations
$
5,344,696

 
$
6,724,694

 
 
 
 
 
 
Amount per common share:
 
 
 
 
Net increase in net assets resulting from operations per share
$
53.45

 
$
67.25

 
Weighted average shares outstanding
100,000

 
100,000

 



See notes to condensed financial statements


4



VENTURE LENDING & LEASING VII, INC.

CONDENSED STATEMENTS OF CHANGES IN NET ASSETS (UNAUDITED)
FOR THE THREE MONTHS ENDED MARCH 31, 2018 AND 2017
     
 
For the Three Months Ended March 31, 2018
 
For the Three Months Ended March 31, 2017
Net increase in net assets resulting from operations:
 
 
 
Net investment income
$
7,721,499

 
$
7,435,402

Net realized loss from investments
(395,138
)
 
(3,604,891
)
Net change in unrealized gain (loss) from investments
(1,981,665
)
 
2,894,183

 
 
 
 
Net increase in net assets resulting from operations
5,344,696

 
6,724,694

 
 
 
 
Distributions of income to shareholder
(1,402,486
)
 
(3,830,511
)
Return of capital to shareholder

 
(2,329,487
)
Contributions from shareholder
1,620,000

 
4,000,000

Increase (decrease) in capital transactions
217,514

 
(2,159,998
)
 
 
 
 
Total increase in net assets
5,562,210

 
4,564,696

 
 
 
 
Net assets
 
 
 
Beginning of period
212,657,017

 
183,522,710

 
 
 
 
End of period (Undistributed net investment income of $5,923,874 and $0)
$
218,219,227

 
$
188,087,406




See notes to condensed financial statements.


5



VENTURE LENDING & LEASING VII, INC.

CONDENSED STATEMENTS OF CASH FLOWS (UNAUDITED)
FOR THE THREE MONTHS ENDED MARCH 31, 2018 AND 2017

 
For the Three Months Ended March 31, 2018
 
For the Three Months Ended March 31, 2017
CASH FLOWS FROM OPERATING ACTIVITIES:
 
 
 
Net increase in net assets resulting from operations
$
5,344,696

 
$
6,724,694

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
395,138

 
3,604,891

Net change in unrealized (gain) loss from investments
1,981,665

 
(2,894,183
)
Amortization of deferred costs and fees related to borrowing facility and interest rate cap agreements
93,593

 
433,382

Net (increase) decrease in other assets
353,093

 
(1,636,530
)
Net increase (decrease) in accounts payable, other accrued liabilities, and accrued management fees
420,930

 
(269,259
)
Origination of loans
(36,000,000
)
 
(75,187,500
)
Principal payments on loans
30,084,515

 
34,245,488

Acquisition of equity securities
(1,254,403
)
 
(5,999,773
)
Net cash provided by (used in) operating activities
1,419,227

 
(40,978,790
)
CASH FLOWS FROM FINANCING ACTIVITIES:
 
 
 
Contributions from shareholder
1,620,000

 
4,000,000

  Borrowings under debt facility
9,500,000

 
40,000,000

Repayment of debt facility
(11,000,000
)
 

Payment received from interest rate caps

 
86,830

Payment made for interest rate swap
(102,113
)
 
 
Net cash provided by financing activities
17,887

 
44,086,830

       Net increase in cash and cash equivalents
1,437,114

 
3,108,040

CASH AND CASH EQUIVALENTS:
 
 
 
Beginning of period
4,931,102

 
8,779,375

End of period
$
6,368,216

 
$
11,887,415

SUPPLEMENTAL DISCLOSURES:
 
 
 
CASH PAID DURING THE PERIOD:
   

 
 
Interest
$
930,024

 
$
1,336,469

NON-CASH OPERATING AND FINANCING ACTIVITIES:
   

 
 
Distributions of equity securities to shareholder
$
1,402,486

 
$
6,159,999

Receipt of equity securities as repayment of loans
$
148,084

 
$
160,226




See notes to condensed financial statements


6



VENTURE LENDING & LEASING VII, INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)
1.
ORGANIZATION AND OPERATIONS OF THE FUND
Venture Lending & Leasing VII, Inc. (the “Fund”), was incorporated in Maryland on June 21, 2012 as a non-diversified 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, (“Manager” or “Management”). The Fund will be dissolved on December 31, 2022 unless the Board of Directors of the Fund (the “Board”) opts to elect early dissolution. One hundred percent of the stock of the Fund is held by Venture Lending & Leasing VII, LLC (the “Company”). Prior to commencing its operations on December 18, 2012, 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 July 2012.  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 September 20, 2012.

The Funds investment objective is to achieve a superior risk adjusted return and seeks to achieve that objective by providing debt financing to portfolio companies; most of which are private. The Fund generally received warrants to acquire equity securities in connection with its portfolio investments and distributes these warrants to its shareholder upon receipt. The Fund also has guidelines for the percentage of total assets which will be invested in different types of assets. The portfolio investments of the Fund primarily consist of debt financing to early and late stage venture capital-backed technology companies.

In the Manager’s opinion, the accompanying condensed interim financial statements (hereafter referred to as “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 Generally Accepted Accounting Principles in the United States of America (“GAAP”) have been omitted; however, the Fund believes that the disclosures made are adequate to make the information presented not misleading. The interim results for the three months ended March 31, 2018 are not necessarily indicative of what the results would be for a full year. These financial statements should 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, 2017.
2.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Accounting

The preparation of financial statements in conformity with GAAP 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. Certain prior year amounts have been reclassified to conform to the current year presentation.

Cash and Cash Equivalents

Cash and cash equivalents consist of cash on hand and cash equivalents with maturities of 90 days or less. Included in this are money market mutual funds that are valued at their most recently traded price prior to the valuation date. Within cash and cash equivalents, as of March 31, 2018, the Fund held cash of $112,259 and 6,255,957 units in the Blackrock Treasury Trust Institutional Fund at $1 per unit at a yield of 1.56%, which represents approximately 2.92% of the net assets of the Fund.


7



Interest Income

Interest income on loans is recognized on an accrual basis 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.

Investment Valuation Procedures

The Fund accounts for loans at fair value in accordance with the valuation methods below and all valuations are determined under the direction of the Manager, in accordance with those valuation methods.
The Fund’s loans are valued coincident with the issuance of its periodic financial statements, the issuance or repurchase of the Fund’s shares at a price equivalent to the current net asset value per share, and at such other times as required by law. On a quarterly basis, Management submits to the Board a valuation report and valuation notes, which details the rationale for the valuation of each investment.
As of March 31, 2018 and December 31, 2017, the financial statements include nonmarketable investments of $328.3 million and $325.2 million, respectively (or 96.34% and 96.70% of total assets, respectively), with fair values determined by the Manager in the absence of readily determinable market values. Because of the inherent uncertainty of these valuations, estimated fair values of such investments may differ significantly from the values that would have been used had a ready market for the securities existed, and the differences could be material. Below is the information used by the Manager in making these estimates.

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. Because there is no readily available market price and no secondary market for substantially all of the debt investments made by the Fund into borrowing portfolio companies, Management determines fair value based on hypothetical markets, and several factors related to each borrower, 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, and an evaluation of the general interest rate environment. The amount of any valuation adjustment considers estimated amount and timing of cash payments of principal and interest from the borrower and/or 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, increase in the estimated time to recovery and increase in the hypothetical market coupon rate would have the effect of lowering the value of the current portfolio of loans.

Non-accrual Loans

The Fund’s policy is to classify a loan on non-accrual status when the portfolio company is delinquent for three consecutive months on its monthly loan payments, or in the opinion of Management, either ceases or drastically curtails its operation 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 recognized as interest income if and when the proceeds received exceeds the book value of the respective loan.

8



If a borrower of a non-accrual loan resumes making regular payments and Management believes that such borrower has regained the ability to service the loan on a sustainable basis, the loan is reclassified 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 causing a change in the effective interest rate.
As of March 31, 2018, loans with a cost basis of $39.8 million and a fair value of $12.2 million have been classified as non-accrual. As of December 31, 2017 loans with a cost basis of $35.5 million and a fair value of $11.4 million were classified as non-accrual.

Warrants and Equity Securities

Warrants and equity securities that are received in connection with loan transactions will be measured at fair value at the time of acquisition. Warrants are valued based on a modified Black-Scholes option pricing model which considers among several factors, the underlying stock value, expected term, volatility, and the risk-free interest rate. It is anticipated that such securities will be distributed by the Fund to the Company simultaneously with, or shortly following, their acquisition.
The 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 approximating the expected life of the warrants. A hypothetical increase in the volatility of the warrants 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. For the three months ended March 31, 2018 and March 31, 2017, the Fund assumed the average duration of a warrant is 3.5 years. The effect of 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. 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.
The Fund engages an independent valuation company to provide valuation assistance with respect to the warrants received as part of loan consideration, including an evaluation of the Fund’s valuation methodology and the reasonableness of the assumptions used from the perspective of a market participant. The independent valuation company also calculates several of the inputs used, such as volatility and risk-free rate.

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. Those costs are capitalized and then amortized over the term of the facility.
As of March 31, 2018 and December 31, 2017, 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 March 31, 2018 and December 31, 2017, based on borrowing rates available to the Fund, the estimated fair values of the borrowings under the debt facility were $119.5 million and $121.0 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.

Deferred Bank Fees

The deferred bank fees and costs associated with the debt facility are included in Other Assets in the Condensed Statement of Assets and Liabilities and are being amortized over the estimated life of the facility, which currently is through October 30, 2022. The amortization of these costs is recorded as interest expense in the Condensed Statements of Operations.

Interest Rate Cap Agreements

The Fund entered into interest rate cap agreements which were primarily valued on the basis of the future expected interest rates on the notional principal balance remaining, which was comparable to what a prospective acquirer would pay on the measurement date (See Note 8). Valuation pricing models considered inputs such as forward rates, anticipated interest rate volatility relating to the reference rate, as well as time value and other factors underlying cap instruments. The contracts were recorded at fair value in Interest rate caps in the Statements of Assets and Liabilities. The changes in fair value were recorded in Net change in unrealized gain (loss) from investments in the Statements of Operations. The monthly interest received or paid on the interest rate cap contracts, if any, were recorded in Net realized gain (loss) from investments in the Statements of Operations. The interest rate cap agreements expired in November 2017.
Interest Rate Swap Agreement

The Fund has entered into a cancellable interest rate swap agreement to hedge its interest rate on its expected borrowings under its loan facility (see Note 9). Cancellable interest rate swaps are primarily valued on the basis of quotes obtained from brokers and dealers and adjusted for counterparty risk and the optionality to terminate the swap early. 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 contract is recorded at fair value in either Other assets or Other current liabilities in the Statements of Assets and Liabilities, depending on whether the value of the contract is in favor of the Fund or the counterparty. The changes in fair value are recorded in Net change in unrealized gain (loss) from investments in the Statements of Operations. The interest rate swap agreement terminates on December 1, 2020 with an option to terminate the swap early on June 1, 2020.

Recent Accounting Pronouncements

In October 2016, the Securities and Exchange Commission (“SEC”) adopted new rules and forms and amended other rules to enhance the reporting and disclosure of information by registered investment companies. As part of these changes, the SEC amended Regulation S-X to standardize and enhance disclosures in investment company financial statements. Implementation of the new or amended rules is required for reporting periods ending after August 1, 2017. The Fund has reviewed the requirements and adopted the amendments to Regulation S-X to provide the required disclosure in Footnote 8 - Interest Rate Cap Agreement and Footnote 9 - Cancellable Interest Rate Swap Agreement for the periods presented.

In November 2016, the Financial Accounting Standards Board (“FASB”) issued ASU 2016-18, “Statement of Cash Flows (topic 230): Restricted Cash, a consensus of the FASB Emerging Issues Task Force,” which requires that a statement of cash flows explain the change during the period in the total cash, cash equivalents, and amounts generally described as restricted cash or restricted cash equivalents. Therefore, amounts generally described as restricted cash and restricted cash equivalents should be included with cash and cash equivalents when reconciling the beginning-of-the-period and end-of-

10



the-period total amounts shown on the statement of cash flows. ASU 2016-18 is effective for annual reporting periods, and the interim periods within those periods, beginning after December 15, 2017. We do not believe that ASU 2016-18 will have a material impact on our financial statements and disclosures.
3.
SCHEDULES OF INVESTMENTS
As of March 31, 2018, all loans were made to non-affiliates as follows (unaudited):

Borrower
Percentage of Net Assets
Estimated Fair Value
3/31/2018
 
Par Value
3/31/2018
Final
Maturity
Date
 
 
 
 
 
 
Biotechnology
 
 
 
 
 
Phylagen, Inc.
 
$
309,636

 
$
309,636

3/1/2020
Subtotal:
0.1%
$
309,636

 
$
309,636

 
 
 
 
 
 
 
 
 
 
 
 
 
Computers & Storage
 
 
 
 
 
Canary Connect, Inc.
 
$
2,017,015

 
$
3,489,149

*
HyperGrid, Inc.
 
876,102

 
876,102

12/1/2019
Rigetti & Co., Inc.
 
2,501,042

 
2,501,042

1/1/2020
Subtotal:
2.5%
$
5,394,159

 
$
6,866,293

 
 
 

 

 
Internet
 
 
 
 
 
Amino Payments, Inc.
 
$
725,637

 
$
725,637

3/1/2021
Apartment List, Inc
 
857,804

 
857,804

11/1/2019
Betaworks Studio, LLC.**
 
1,367,226

 
1,367,226

7/1/2018
Better Doctor, Inc.
 
1,318,538

 
1,318,538

12/1/2020
Bitfinder, Inc.
 
478,960

 
478,960

9/1/2020
Bombfell, Inc.
 
954,503

 
954,503

4/1/2021
CapLinked, Inc.
 
170,686

 
170,686

1/1/2019
ConnectedYard, Inc.
 
432,330

 
432,330

6/1/2020
Cowboy Analytics, ApS
 
165,900

 
380,000

*
CustomMade Ventures Corp.
 
690,276

 
690,276

*
DailyFeats, Inc.
 
3,448,341

 
3,448,341

12/1/2020
Deja Mi, Inc.
 
50,000

 
803,288

*
Digital Caddies**
 

 
987,584

*
Dinner Lab
 

 
280,299

*
DreamCloud Holdings, LLC
 
834,454

 
834,454

8/1/2020
Eloquii Design, Inc.
 
326,402

 
326,402

9/1/2018
Eventbite, Inc.
 
26,712,091

 
26,712,091

9/1/2022
FLYR, Inc.
 
73,302

 
73,302

6/1/2018
Giddy Apps
 

 
999,454

*
Glide, Inc.**
 
198,989

 
4,367,705

*
Handy Technologies, Inc.
 
4,769,866

 
4,769,866

12/1/2020
Homelight, Inc.
 
673,103

 
673,103

12/1/2019
Honk Technologies, Inc.
 
1,911,052

 
1,911,052

5/1/2020

11



Borrower
Percentage of Net Assets
Estimated Fair Value
3/31/2018
 
Par Value
3/31/2018
Final
Maturity
Date
Hotel Tonight, Inc.
 
3,529,601

 
3,529,601

1/1/2019
Kiwi Crate, Inc.
 
37,842

 
37,842

4/1/2018
Leading ED
 

 
784

*
Monetate, Inc.
 
154,009

 
154,009

6/1/2018
Node, Inc.
 
360,961

 
360,961

1/1/2020
Placester, Inc.
 
1,745,192

 
1,745,192

10/1/2019
Playstudios, Inc.
 
1,398,561

 
1,398,561

3/1/2021
Radius Intelligence, Inc.
 
7,011,494

 
7,011,494

10/1/2021
Relay Network, LLC
 
2,076,243

 
2,076,243

9/1/2020
ShipBob, Inc.
 
552,209

 
552,209

1/1/2020
SocialChorus, Inc.
 
259,883

 
259,883

9/1/2018
Spot.IM, Ltd.**
 
756,269

 
756,269

5/1/2020
Super Home, Inc.
 
103,679

 
103,679

3/1/2019
Tango Card, Inc.
 
1,452,212

 
1,452,212

11/1/2020
Thrive Market, Inc.
 
4,258,748

 
4,258,748

9/1/2019
Tictail, Inc.
 
1,057,919

 
1,057,919

5/1/2021
TouchofModern, Inc.
 
3,874,220

 
3,874,220

5/1/2020
Traackr, Inc.
 
292,037

 
292,037

4/1/2019
WHI, Inc.
 
200,000

 
1,200,999

*
YouDocs Beauty, Inc.
 
1,192,024

 
1,192,024

*
Subtotal:
35.0%
$
76,472,563

 
$
84,877,787

 
 
 
 
 
 
 
Medical Devices
 
 
 
 
 
Anutra Medical, Inc.
 
$
481,669

 
$
481,669

12/1/2019
AxioMed, Inc.
 
14,238

 
14,238

*
Keystone Heart, Inc.**
 
2,524,327

 
2,524,327

11/1/2020
MyoScience, Inc.
 
1,363,715

 
1,363,715

7/1/2018
Renovia, Inc.
 
1,834,825

 
1,834,825

11/1/2020
Subtotal:
2.8%
$
6,218,774

 
$
6,218,774

 
 
 
 
 
 
 
Other Healthcare
 
 
 
 
 
4G Clinical LLC
 
$
891,973

 
$
891,973

7/1/2020
Caredox, Inc.
 
266,654

 
266,654

1/1/2019
Clover Health Investment Corp.
 
28,002,340

 
28,002,340

10/1/2022
Hello Doctor, Ltd.**
 
71,721

 
71,721

3/1/2019
Hi.Q, Inc.
 
2,075,195

 
2,075,195

5/1/2020
Lean Labs, Inc.
 
124,765

 
124,765

4/1/2019
MD Revolution, Inc.
 
968,842

 
968,842

3/1/2020
mPharma Data, Inc.**
 
711,131

 
711,131

3/1/2021
Myolex, Inc.
 
526,544

 
734,644

*
Physicians Software
 

 
148,042

*
Project Healthy Living, Inc.
 
1,106,111

 
1,106,111

9/1/2019
 
 
 
 
 
 
 
 
 
 
 
 

12



Borrower
Percentage of Net Assets
Estimated Fair Value
3/31/2018
 
Par Value
3/31/2018
Final
Maturity
Date
Sparta Software Corporation
 
151,418

 
151,418

6/1/2020
Trio Health Advisory Group, Inc.
 
386,877

 
386,877

2/1/2019
Wellist PBC, Inc.
 
224,234

 
224,234

12/1/2019
Subtotal:
16.3%
$
35,507,805

 
$
35,863,947

 
 
 
 
 
 
 
Other Technology
 
 
 
 
 
AltSchool, PBC
 
$
4,518,649

 
$
4,518,649

6/1/2020
Asset Avenue, Inc.**
 
30,000

 
161,199

*
Astro
 

 
283,511

*
BloomLife, Inc.
 
240,879

 
240,879

4/1/2020
Candy Club Holdings, Inc.
 
111,179

 
111,179

9/1/2018
Cardlab. ApS**
 

 
140,954

*
CommunityCo, LLC
 
122,579

 
122,579

3/1/2019
Consumer Physics, Inc.**
 
1,195,681

 
1,195,681

3/1/2019
Ensyn Corporation
 
3,089,956

 
3,089,956

11/1/2019
Eponym, Inc.
 
100,000

 
1,396,508

*
ETN Media, Inc.
 
582,816

 
582,816

7/1/2020
Faster Faster, Inc.
 
719,155

 
719,155

1/1/2019
Flo Water, Inc.
 
325,400

 
325,400

5/1/2020
FMTwo Games, Inc.
 
18,900

 
500,000

*
Gap Year Global, Inc.
 
15,334

 
86,359

*
Greats Brand, Inc.
 
308,840

 
308,840

12/1/2019
Heartwork, Inc.
 
481,825

 
481,825

9/1/2020
Hint, Inc.
 
4,750,429

 
4,750,429

7/1/2021
Hyperloop Technologies, Inc.
 
5,191,965

 
5,191,965

6/1/2019
ICON Aircraft, Inc.
 
5,386,187

 
5,386,187

9/1/2019
June Life, Inc.
 
1,827,233

 
1,827,233

3/1/2020
LanzaTech New Zealand Ltd.
 
7,829,706

 
7,829,706

3/1/2021
Mark One Lifestyle
 

 
76,347

*
Neuehouse, LLC
 
3,257,419

 
3,257,419

6/1/2019
Noteleaf, Inc.
 
1,449,206

 
1,449,206

9/1/2020
nWay, Inc.
 
767,755

 
1,025,278

*
PDQ Enterprises LLC**
 
3,391,672

 
3,391,672

2/1/2021
Pinnacle Engines, Inc.

79,597

 
79,597

*
PLAE, Inc.
 
1,442,193

 
1,442,193

12/1/2020
Planet Labs, Inc.
 
35,032,235

 
35,032,235

8/1/2022
Plenty Unlimited, Inc.
 
5,628,524

 
5,628,524

9/1/2021
Plethora, Inc
 
1,116,664

 
1,116,664

3/1/2019
Prana Holdings, Inc.
 
81,250

 
388,816

*
Rosco & Benedetto Co, Inc.
 
226,120

 
226,120

9/1/2019
Seriforge, Inc.
 
53,407

 
53,407

9/1/2018
SkyKick, Inc.
 
2,269,069

 
2,269,069

11/1/2020
TAE Technologies, Inc.
 
11,765,162

 
11,765,162

4/1/2021
Theatro Labs, Inc.
 
905,378

 
905,378

3/1/2019

13



Borrower
Percentage of Net Assets
Estimated Fair Value
3/31/2018
 
Par Value
3/31/2018
Final
Maturity
Date
VentureBeat, Inc.
 
604,180

 
781,236

*
Virtuix Holdings, Inc.
 
673,322

 
673,322

7/1/2020
Wine Plum, Inc.
 
1,229,095

 
1,229,095

9/1/2019
Subtotal:
49.0%
$
106,818,961

 
$
110,041,750

 
 
 
 
 
 
 
Security
 
 
 
 
 
Guardian Analytics, Inc.
 
$
2,500,629

 
$
2,500,629

2/1/2019
Identiv, Inc.**
 
2,174,351

 
2,174,351

8/1/2020
Nok Nok Labs, Inc.
 
597,195

 
597,195

12/1/2020
ThinAir Labs, Inc.
 
148,580

 
1,105,396

*
Subtotal:
2.5%
$
5,420,755

 
$
6,377,571

 
 
 
 
 
 
 
Semiconductors & Equipment
 
 
 
 
 
ETA Compute, Inc.
 
$
396,763

 
$
396,763

8/1/2020
Subtotal:
0.2%
$
396,763

 
$
396,763

 
 
 
 
 
 
 
Software
 
 
 
 
 
Addepar, Inc.
 
$
678,392

 
$
678,392

6/1/2018
Apptimize, Inc.
 
320,388

 
320,388

3/1/2019
Aptible, Inc.
 
239,520

 
239,520

2/1/2021
Bloomboard, Inc.
 
751,755

 
2,001,360

*
BlueCart, Inc.
 
508,902

 
508,902

1/1/2020
Commerce Cooperative
 

 
803,790

*
DealPath, Inc.
 
1,558,124

 
1,558,124

5/1/2021
DemystData Limited
 
1,275,061

 
1,275,061

7/1/2020
Drift Marketplace, Inc.
 
497,075

 
497,075

3/1/2020
Due, Inc.
 
18,301

 
915,064

*
ElasticBeam, Inc.
 
557,270

 
557,270

9/1/2018
Estify, Inc.
 
902,409

 
902,409

11/1/2020
FieldAware US, Inc.
 
8,316,705

 
8,316,705

1/1/2021
Gearbox Software, LLC
 
7,160,308

 
7,160,308

3/1/2021
GoFormz, Inc.
 
1,174,364

 
1,174,364

11/1/2020
HealthPrize Technologies, LLC
 
174,255

 
174,255

12/1/2019
Highfive Technologies, Inc.
 
3,775,127

 
3,775,127

10/1/2021
IntelinAir, Inc.
 
125,586

 
125,586

6/1/2019
Interset Software, Inc.**
 
1,508,451

 
1,508,451

10/1/2020
Invoice2Go, Inc.
 
5,717,805

 
5,717,805

4/1/2021
JethroData, Inc.**
 
722,510

 
722,510

10/1/2019
Libre Wireless Technologies, Inc.
 
358,712

 
358,712

1/1/2020
Mconcierge System, Inc.
 
12,395

 
390,495

*
Meta Company
 
4,496,648

 
4,496,649

6/1/2021
Metric Insights, Inc.
 
543,426

 
543,426

7/1/2019
Mine.io**
 
438,758

 
438,758

7/1/2020
Mintigo, Inc.**
 
1,408,354

 
1,408,354

7/1/2021

14



Borrower
Percentage of Net Assets
Estimated Fair Value
3/31/2018
 
Par Value
3/31/2018
Final
Maturity
Date
Norse Networks, Inc.
 
357,386

 
3,445,429

*
PowerInbox, Inc.**
 
330,463

 
330,463

6/1/2020
Swrve, Inc.
 
2,586,220

 
2,586,220

5/1/2020
The/Studio Technologies, Inc.
 
627,914

 
627,914

6/1/2020
Truss Technology
 

 
2,000,000

*
Unmetric, Inc.
 
277,510

 
277,510

2/1/2020
VenueNext, Inc.
 
1,229,374

 
1,229,374

5/1/2020
Viewpost Holdings, LLC.
 
3,919,294

 
10,596,459

*
Vuemix, Inc.
 
235,231

 
235,231

11/1/2020
Wayfare Interactive, Inc.
 
680,077

 
680,077

6/1/2021
Workspot, Inc.
 
287,237

 
287,237

2/1/2019
Xeeva
 
2,197,078

 
2,197,078

7/1/2020
Subtotal:
25.7%
$
55,968,385

 
$
71,061,852

 
 
 
 
 
 
 
Technology Services
 
 
 
 
 
AirHelp, Inc.
 
$
2,232,220

 
$
2,232,220

10/1/2020
Akademos, Inc.***
 
842,593

 
842,593

8/1/2020
Blazent, Inc.
 
2,578,044

 
2,578,044

8/1/2020
Blue Technologies Limited**
 
1,286,904

 
1,286,904

4/1/2020
Callisto Media, Inc.
 
5,999,648

 
5,999,648

3/1/2021
Dolly, Inc.
 
764,563

 
764,563

6/1/2020
Fluxx Labs
 
1,228,510

 
1,228,510

12/1/2019
FSA Store, Inc.
 
2,512,251

 
2,512,251

12/1/2020
ParkJockey Global, Inc.

521,656

 
521,656

6/1/2019
PayJoy, Inc.**
 
1,214,008

 
1,214,008

5/1/2021
Sixup PBC, Inc.**
 
323,634

 
323,634

6/1/2019
TrueFacet, Inc.
 
1,131,742

 
1,131,742

6/1/2021
Zeel Networks, Inc.

1,731,135

 
1,731,135

8/1/2020
Subtotal:
10.2%
$
22,366,908

 
$
22,366,908

 
 
 
 
 
 
 
Wireless
 
 
 
 
 
Bluesmart, Inc.
 
$
270,919

 
$
1,343,369

*
InVenture Capital Corporation**
 
777,480

 
777,480

9/1/2019
Juvo Mobile, Inc.**
 
1,060,604

 
1,060,604

2/1/2020
Kicksend Holdings, Inc.
 

 
61,475

*
LLJ, Inc.
 
23,438

 
23,438

4/1/2018
Nextivity, Inc.
 
6,925,754

 
6,925,754

6/1/2021
Parallel Wireless, Inc.
 
4,336,904

 
4,336,904

10/1/2020
Subtotal:
6.1%
$
13,395,099

 
$
14,529,024

 
 
 
 
 
 
 
Total Loans (Cost of $355,830,580)
150.4%
$
328,269,808

 
$
358,910,305

 


15



*As of March 31, 2018, loans with a cost basis of $39.8 million and a fair value of $12.2 million were classified as non-accrual. These loans have been accelerated from their 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.
** Indicates assets that the Fund deems “non-qualifying assets” under Section 55(a) of the 1940 Act. Qualifying assets must represent at least 70% of the Fund’s total assets at the time of acquisition of any additional non-qualifying assets. As of March 31, 2018, 6.4% of the Fund’s assets represented non-qualifying assets. As part of this calculation, the numerator consists of all eligible portfolio companies as defined in Section 2(a)(46), and the denominator consists of total assets less the assets described in Section 55(a)(7).
*** Indicates assets that are not senior loans.
     
As of December 31, 2017, all loans were made to non-affiliates as follows:
Borrower
Percentage of Net Assets
Estimated Fair Value
12/31/2017
 
Par Value
12/31/2017
Final
Maturity
Date
 
 
 
 
 
 
Biotechnology
 
 
 
 
 
Phylagen, Inc.
 
$
349,718

 
$
349,718

03/01/2020
Subtotal:
0.2%
$
349,718

 
$
349,718

 
 
 
 
 
 
 
Computers & Storage
 
 
 
 
 
Canary Connect, Inc.
 
$
3,841,635

 
$
3,841,635

12/01/2020
HyperGrid, Inc.
 
983,652

 
983,652

12/01/2019
Rigetti & Co., Inc.
 
2,825,214

 
2,825,214

01/01/2020
Subtotal:
3.6%
$
7,650,501

 
$
7,650,501

 
 
 
 
 
 
 
Internet
 
 
 
 
 
Amino Payments, Inc.
 
$
718,898

 
$
718,898

03/01/2021
Apartment List, Inc.
 
969,280

 
969,280

11/01/2019
Betaworks Studio, LLC**
 
2,344,366

 
2,344,366

07/01/2018
Better Doctor, Inc.
 
1,313,150

 
1,313,150

12/01/2020
Bitfinder, Inc.
 
476,274

 
476,274

09/01/2020
Bombfell, Inc.
 
950,217

 
950,217

04/01/2021
CapLinked, Inc.
 
219,962

 
219,962

01/01/2019
ConnectedYard, Inc.
 
423,421

 
471,785

06/01/2020
Cowboy Analytics, LLC
 
196,411

 
380,000

*
CustomMade Ventures Corp.
 
688,026

 
688,026

*
DailyFeats, Inc.
 
3,434,717

 
3,434,717

12/01/2020
Deja Mi, Inc.
 
53,094

 
834,476

*
Digital Caddies, Inc.**
 

 
987,584

*
Dinner Lab, Inc.
 

 
282,894

*
DreamCloud Holdings, LLC
 
890,304

 
890,304

08/01/2020
Eloquii Design, Inc.
 
481,537

 
481,537

09/01/2018
Eventbite, Inc.
 
13,081,547

 
13,081,547

02/01/2022
FLYR, Inc.
 
143,795

 
143,795

06/01/2018
Giddy Apps, Inc.
 

 
999,454

*
Glide, Inc.**
 
253,989

 
4,422,705

*
Handy Technologies, Inc.
 
4,745,656

 
4,745,656

12/01/2020
Homelight, Inc.
 
871,559

 
871,559

12/01/2019

16



Borrower
Percentage of Net Assets
Estimated Fair Value
12/31/2017
 
Par Value
12/31/2017
Final
Maturity
Date
Honk Technologies, Inc.
 
2,124,520

 
2,124,520

05/01/2020
Hotel Tonight, Inc.
 
4,500,668

 
4,500,668

01/01/2019
Kiwi Crate, Inc.
 
147,652

 
147,652

04/01/2018
Leading ED, Inc.
 
1,000

 
1,515

*
Monetate, Inc.
 
455,394

 
455,394

06/01/2018
Node, Inc.
 
402,161

 
402,161

01/01/2020
Placester, Inc.
 
1,983,527

 
1,983,527

10/01/2019
Playstudios, Inc.
 
1,547,766

 
1,547,766

03/01/2021
Quri, Inc.
 
459,519

 
459,519

06/01/2018
Radius Intelligence, Inc.
 
6,975,493

 
6,975,493

10/01/2021
Relay Network, LLC
 
2,319,797

 
2,319,797

09/01/2020
ShipBob, Inc.
 
617,602

 
617,602

01/01/2020
SocialChorus, Inc.
 
475,330

 
475,330

09/01/2018
Spot.IM, Ltd.**
 
835,033

 
835,033

05/01/2020
Super Home, Inc.
 
126,831

 
126,831

03/01/2019
Tango Card, Inc.
 
1,448,020

 
1,448,020

11/01/2020
Thrive Market, Inc.
 
4,881,645

 
4,881,645

09/01/2019
Tictail, Inc.
 
1,086,519

 
1,086,519

05/01/2021
TouchofModern, Inc.
 
4,317,741

 
4,317,741

05/01/2020
Traackr, Inc.
 
364,673

 
364,673

04/01/2019
Viyet, Inc.
 
343,706

 
343,706

06/01/2020
WHI, Inc.
 
200,000

 
1,200,999

*
YouDocs Beauty, Inc.
 
1,192,024

 
1,192,024

*
Subtotal:
32.5%
$
69,062,824

 
$
77,516,321

 
 
 
 
 
 
 
Medical Devices
 
 
 
 
 
Anutra Medical, Inc.
 
$
624,708

 
$
624,708

12/01/2019
AxioMed, LLC
 
14,238

 
14,238

*
JustRight Surgical LLC
 
1,311,845

 
1,311,845

07/01/2019
Keystone Heart, Inc.**
 
2,709,462

 
2,709,462

11/01/2020
MyoScience, Inc.
 
2,343,407

 
2,343,407

07/01/2018
Renovia, Inc.
 
1,911,275

 
1,911,275

11/01/2020
Subtotal:
4.2%
$
8,914,935

 
$
8,914,935

 
 
 
 
 
 
 
Other Healthcare
 
 
 
 
 
4G Clinical LLC
 
$
942,135

 
$
942,135

07/01/2020
Caredox, Inc.
 
340,488

 
340,488

01/01/2019
Clover Health Investment Corp.
 
27,898,780

 
27,898,780

10/01/2022
Hello Doctor, Ltd. **
 
87,237

 
87,237

03/01/2019
Hi.Q, Inc.
 
2,199,285

 
2,199,285

05/01/2020
Lean Labs, Inc.
 
148,618

 
148,618

04/01/2019
MD Revolution, Inc.
 
1,069,491

 
1,069,491

03/01/2020
mPharma Data, Inc. **
 
717,609

 
717,609

03/01/2021
Myolex, Inc.
 
459,926

 
668,025

03/01/2019

17



Borrower
Percentage of Net Assets
Estimated Fair Value
12/31/2017
 
Par Value
12/31/2017
Final
Maturity
Date
Physician Software Systems, LLC
 

 
148,042

*
Project Healthy Living, Inc.
 
1,263,519

 
1,263,519

09/01/2019
Sparta Software Corporation
 
164,769

 
164,769

06/01/2020
Trio Health Advisory Group, Inc.
 
482,660

 
482,660

02/01/2019
Wellist PBC, Inc.
 
259,737

 
259,737

12/01/2019
Subtotal:
16.9%
$
36,034,254

 
$
36,390,395

 
 
 
 
 
 
 
Other Technology
 
 
 
 
 
AltSchool, PBC
 
$
4,447,010

 
$
4,447,010

06/01/2020
Asset Avenue, Inc.**
 
30,000

 
159,244

*
Astro, Inc.
 
84,108

 
280,359

*
BloomLife, Inc.
 
264,513

 
264,513

04/01/2020
Candy Club Holdings, Inc.
 
218,536

 
218,536

09/01/2018
CardLab, ApS**
 

 
140,954

*
CommunityCo, LLC
 
149,167

 
149,167

03/01/2019
Consumer Physics, Inc.**
 
1,429,161

 
1,429,161

03/01/2019
Ensyn Corporation
 
3,555,156

 
3,555,156

11/01/2019
Eponym, Inc.
 
100,000

 
1,357,124

*
ETN Media, Inc.
 
634,866

 
634,866

07/01/2020
Faster Faster, Inc.
 
918,653

 
918,653

01/01/2019
Flo Water, Inc.
 
376,147

 
376,147

05/01/2020
FMTwo Game, Inc.
 
18,900

 
500,000

*
Gap Year Global, Inc.
 
113,439

 
113,439

10/01/2018
Greats Brand, Inc.
 
351,973

 
351,973

12/01/2019
Heartwork, Inc.
 
479,714

 
479,714

09/01/2020
Hint, Inc.
 
4,728,235

 
4,728,235

07/01/2021
Hyperloop Technologies, Inc.
 
6,110,809

 
6,110,809

06/01/2019
ICON Aircraft, Inc.
 
6,604,519

 
6,604,519

09/01/2019
June Life, Inc.
 
2,020,813

 
2,020,813

03/01/2020
LanzaTech New Zealand Ltd.
 
8,048,027

 
8,048,027

03/01/2021
Mark One Lifestyle, Inc.
 

 
76,347

*
Neuehouse, LLC
 
3,340,451

 
3,340,451

06/01/2019
Noteleaf, Inc.
 
1,443,199

 
1,443,199

09/01/2020
nWay, Inc.
 
883,855

 
1,224,468

*
PDQ Enterprises LLC**
 
3,382,474

 
3,382,474

02/01/2021
Pinnacle Engines, Inc.
 
97,097

 
97,097

*
PLAE, Inc.
 
1,436,153

 
1,436,153

12/01/2020
Planet Labs, Inc.
 
25,639,534

 
25,639,534

11/01/2021
Plenty Unlimited, Inc.
 
5,558,137

 
5,558,137

09/01/2021
Plethora, Inc
 
1,347,776

 
1,347,776

03/01/2019
Prana Holdings, Inc.
 
175,000

 
470,066

*
Rosco & Benedetto Co.
 
258,808

 
258,808

09/01/2019
Seriforge, Inc.
 
78,000

 
78,000

09/01/2018
SkyKick, Inc.
 
2,386,323

 
2,386,323

11/01/2020

18



Borrower
Percentage of Net Assets
Estimated Fair Value
12/31/2017
 
Par Value
12/31/2017
Final
Maturity
Date
TAE Technologies, Inc.
 
11,701,080

 
11,701,080

04/01/2021
Theatro Labs, Inc.
 
1,113,286

 
1,113,286

03/01/2019
VentureBeat, Inc.
 
702,620

 
806,102

*
Virtuix Holdings, Inc.
 
711,821

 
711,821

07/01/2020
Wine Plum, Inc.
 
1,410,920

 
1,410,920

09/01/2019
Subtotal:
48.1%
$
102,350,280

 
$
105,370,461

 
 
 
 
 
 
 
Security
 
 
 
 
 
Guardian Analytics, Inc.
 
$
3,111,334

 
$
3,111,334

02/01/2019
Identiv, Inc.**
 
2,205,887

 
2,205,887

08/01/2020
Kryptnostic, Inc.
 
5,000

 
302,293

*
Nok Nok Labs, Inc.
 
634,666

 
634,666

12/01/2020
ThinAir Labs, Inc.
 
1,066,594

 
1,066,594

02/01/2020
Subtotal:
3.3%
$
7,023,481

 
$
7,320,774

 
 
 
 
 
 
 
Semiconductors & Equipment
 
 
 
 
 
ETA Compute, Inc.
 
$
425,658

 
$
425,658

08/01/2020
Subtotal:
0.2%
$
425,658

 
$
425,658

 
 
 
 
 
 
 
Software
 
 
 
 
 
Addepar, Inc.
 
$
1,333,487

 
$
1,333,487

06/01/2018
Apptimize, Inc.
 
420,545

 
420,545

03/01/2019
Aptible, Inc.
 
238,534

 
238,534

02/01/2021
Atigeo Corporation
 
1,001,669

 
1,170,880

*
Bloomboard, Inc.
 
751,755

 
2,001,360

*
BlueCart, Inc.
 
567,820

 
567,820

01/01/2020
DealPath, Inc.
 
1,552,176

 
1,552,176

05/01/2021
DemystData Limited
 
1,377,575

 
1,377,575

07/01/2020
DocSend, Inc.
 
135,959

 
135,959

06/01/2018
Drift Marketplace, Inc.
 
550,359

 
550,359

03/01/2020
Due, Inc.
 
93,277

 
932,772

*
ElasticBeam, Inc.
 
874,047

 
874,047

09/01/2018
Estify, Inc.
 
940,557

 
940,557

11/01/2020
FieldAware US, Inc.
 
8,533,001

 
8,533,001

07/01/2020
FoxCommerce, Inc.
 

 
803,790

*
Gearbox Software, LLC
 
2,712,251

 
2,712,251

09/01/2020
GoFormz, Inc.
 
1,165,642

 
1,165,642

11/01/2020
HealthPrize Technologies, LLC
 
195,364

 
195,364

12/01/2019
Highfive Technologies, Inc.
 
3,760,217

 
3,760,217

10/01/2021
IntelinAir, Inc.
 
147,247

 
147,247

06/01/2019
Interset Software, Inc. **
 
1,612,450

 
1,612,450

10/01/2020
Invoice2Go, Inc.
 
4,298,135

 
4,298,135

04/01/2021
JethroData, Inc. **
 
822,579

 
822,579

10/01/2019
Libre Wireless Technologies, Inc.
 
399,350

 
399,350

01/01/2020

19



Borrower
Percentage of Net Assets
Estimated Fair Value
12/31/2017
 
Par Value
12/31/2017
Final
Maturity
Date
Mconcierge System, Inc.
 
29,000

 
390,495

*
Meta Company
 
4,769,026

 
4,769,026

06/01/2021
Metric Insights, Inc.
 
633,139

 
633,139

07/01/2019
Mine.io **
 
462,139

 
462,139

07/01/2020
Mintigo, Inc. **
 
1,543,903

 
1,543,903

07/01/2021
Norse Networks, Inc.
 
357,386

 
3,445,429

*
Overops, Inc.
 
111,560

 
111,560

03/01/2018
PowerInbox, Inc.**
 
361,516

 
361,516

06/01/2020
Swrve, Inc.
 
3,218,971

 
3,218,971

05/01/2020
The/Studio Technologies, Inc.
 
683,418

 
683,418

06/01/2020
Truss Technology Corp.
 

 
2,000,000

*
Unmetric, Inc.
 
307,320

 
307,320

02/01/2020
VenueNext, Inc.
 
1,344,322

 
1,344,322

05/01/2020
Viewpost Holdings, LLC
 
4,518,457

 
11,195,621

*
Vuemix, Inc.
 
233,440

 
233,440

11/01/2020
Wayfare Interactive, Inc.
 
671,876

 
671,876

06/01/2021
Workspot, Inc.
 
357,047

 
357,047

02/01/2019
Xeeva
 
2,314,394

 
2,314,394

07/01/2020
Zodiac, Inc.
 
484,472

 
484,472

07/01/2019
Subtotal:
26.3%
$
55,885,382

 
$
71,074,185

 
 
 
 
 
 
 
Technology Services
 
 
 
 
 
AirHelp, Inc.
 
$
2,367,739

 
$
2,367,739

10/01/2020
Akademos, Inc.***
 
848,678

 
848,678

08/01/2020
Blazent, Inc.
 
2,791,267

 
2,791,267

08/01/2020
Blue Technologies Limited**
 
1,436,936

 
1,436,936

04/01/2020
Callisto Media, Inc.
 
7,043,550

 
7,043,550

03/01/2021
Dolly, Inc.
 
834,672

 
834,672

06/01/2020
Fluxx Labs, Inc.
 
1,360,520

 
1,360,520

12/01/2018
FSA Store, Inc.
 
2,811,705

 
2,811,705

12/01/2020
Iris.tv, Inc.
 
136,877

 
136,877

04/01/2019
ParkJockey Global, Inc.
 
614,843

 
614,843

06/01/2019
Particle Industries, Inc.
 
744,122

 
744,122

11/01/2019
PayJoy, Inc.**
 
307,612

 
307,612

08/01/2019
Sixup PBC, Inc.**
 
380,913

 
380,913

06/01/2019
TiqIQ, Inc.
 
6,831

 
6,831

03/01/2018
TrueFacet, Inc.
 
1,186,665

 
1,186,665

06/01/2021
Zeel Networks, Inc.
 
1,881,303

 
1,881,303

08/01/2020
Subtotal:
11.6%
$
24,754,233

 
$
24,754,233

 
 
 
 
 
 
 
Wireless
 
 
 
 
 
Bluesmart, Inc.
 
$
470,425

 
$
1,355,318

09/01/2019
InVenture Capital Corporation**
 
918,468

 
918,468

09/01/2019
Juvo Mobile, Inc.**
 
1,192,983

 
1,192,983

02/01/2020

20



Borrower
Percentage of Net Assets
Estimated Fair Value
12/31/2017
 
Par Value
12/31/2017
Final
Maturity
Date
Kicksend Holdings, Inc.
 

 
61,475

*
LLJ, Inc.
 
91,015

 
91,015

04/01/2018
Nextivity, Inc.
 
5,441,554

 
5,441,554

06/01/2021
Parallel Wireless, Inc.
 
4,624,072

 
4,624,072

10/01/2020
Subtotal:
6.0%
$
12,738,517

 
$
13,684,885

 
Total Loans (Cost of $350,356,204)
152.9%
$
325,189,783

 
$
353,452,066

 

*As of December 31, 2017, loans with a cost basis of $35.5 million and a fair value of $11.4 million were classified as non-accrual. These loans have been accelerated from their 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.
**Indicates assets that the Fund deems “non-qualifying assets” under Section 55(a) of the 1940 Act. Qualifying assets must represent at least 70% of the Fund’s total assets at the time of acquisition of any additional non-qualifying assets. As of December 31, 2017, 7.0% of the Fund’s assets represented non-qualifying assets. As part of this calculation, the numerator consists of all eligible portfolio companies as defined in Section 2(a)(46), and the denominator consists of total assets less the assets described in Section 55(a)(7).
***Indicates assets that are not senior loans.
4.
FAIR VALUE DISCLOSURES
The Fund provides asset-based financing primarily to start-up and emerging growth venture-capital-backed companies which are generally made to borrowers pursuant to commitments whereby the Fund agrees to finance assets and provide working capital 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. Even though these loans are generally secured by the assets of the borrowers, the Fund in most cases is subject to the credit risk of such companies. As of March 31, 2018, 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 and other secured creditors, except as indicated in the Schedule above. Loans to Akademos, Inc. are subordinated to other secured creditors.
    
The Fund defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date; 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. Because there is no readily available market price and no secondary market for substantially all of the debt investments made by the Fund to borrowing portfolio companies, Management determines fair value (or estimated exit value) based on hypothetical markets, and several factors related to each borrower.

Loan balances in the tables above 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 months ended March 31, 2018 and March 31, 2017, the weighted-average interest rate on performing loans was 14.62% and 15.06%, respectively, which was inclusive of both cash and non-cash interest income. For the three months ended March 31, 2018 and March 31, 2017, the weighted-average interest rate on the cash portion of the interest income was 11.88% and 11.90%, 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 period.

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 adjustment made to the individual loans, which

21



in accordance with GAAP, would be based on 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. 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 March 31, 2018 and 2017 were pledged as collateral for the debt facility, and the Fund’s borrowings are subsequently generally collateralized by all assets of the Fund. As of March 31, 2018 and December 31, 2017, the Fund has unexpired commitments of $21.1 million and $67.1 million, respectively.

Valuation Hierarchy
 
Under the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 820-10 “Fair Value Measurement”, the Fund categorizes its fair value measurements according to a three-level hierarchy. The hierarchy prioritizes the inputs used by the Fund’s valuation techniques. A level is assigned to each fair value measurement based on the lowest level input that is significant to the fair value measurement in its entirety. The three levels of the fair value hierarchy are defined as follows:

Level 1
 
Unadjusted quoted prices for identical assets or liabilities in active markets that are accessible at the measurement date.
Level 2
 
Prices or valuations based on observable inputs other than quoted prices in active markets for identical assets and liabilities.
Level 3
 
Prices or valuations that require inputs that are both significant to the fair value measurement and unobservable.

Transfers 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 March 31, 2018 and March 31, 2017.

The Fund’s cash equivalents were valued at the traded net asset value of the money market mutual fund, and therefore, these measurements are classified as Level 1. The Fund’s investments in the interest rate cap are based on quotes from the market makers that derive fair values from market data, and therefore, they are classified as Level 2 items. The Fund's borrowings under debt facility are also classified as Level 2, because the borrowings are based on rates that are observable at commonly quoted intervals, which are Level 2 inputs. The Fund’s loan transactions are individually negotiated and unique and because there is no market in which these assets trade, the inputs for these assets, which are valued using estimated exit values, are classified as Level 3.  

The following tables provide quantitative information about the Fund’s Level 3 fair value measurements of its investments as of March 31, 2018 and December 31, 2017. During the period ended March 31, 2018, Management deemed it appropriate to apply the income approach for the valuation of certain portfolio companies in the Computers and Storage and Technology Services industries. In addition to the techniques and inputs noted in the tables below, the Fund may also use other valuation techniques and methodologies when determining its fair value measurements.

22



Investment Type - Level 3
 
 
 
 
 
 
Debt Investments
 
Fair Value at
3/31/2018
 
Valuation Techniques / Methodologies
 
Unobservable Input
 
Weighted
Average / Amount or Range
 
 
 
 
 
 
 
 
 
Computers and Storage
 
$
5,394,159

 
Hypothetical market analysis
 
Hypothetical market coupon rate
 
14%
 
 
 
 
Income Approach
 
Expected amount and timing of cash flow payments

Discount Rate
 
$0 - $4,077,364

0% - 4%
 
 
 
 
 
 
 
 
 
Internet
 
$
76,472,563

 
Hypothetical market analysis
 
Hypothetical market coupon rate
 
15%
 
 
 
 
Income Approach
 
Expected amount and timing of cash flow payments

Discount Rate
 
$0 - $4,127,625

0% - 4%
 
 
 
 
 
 
 
 
 
Medical Devices
 
$
6,218,774

 
Hypothetical market analysis
 
Hypothetical market coupon rate
 
16%
 
 
 
 
Income Approach
 
Expected amount and timing of cash flow payments

Discount Rate
 
$14,238

0%
 
 
 
 
 
 
 
 
 
Other Healthcare
 
$
35,507,805

 
Hypothetical market analysis
 
Hypothetical market coupon rate
 
14%
 
 
 
 
Income Approach
 
Expected amount and timing of cash flow payments

Discount Rate
 
$0 - $839,631

0% - 3%
 
 
 
 
 
 
 
 
 
Other Technology
 
$
106,818,961

 
Hypothetical market analysis
 
Hypothetical market coupon rate
 
15%
 
 
 
 
Income Approach
 
Expected amount and timing of cash flow payments

Discount Rate
 
$0 - $6,440,000

0% - 3%
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

23



Investment Type - Level 3
 
 
 
 
 
 
Debt Investments
 
Fair Value at
3/31/2018
 
Valuation Techniques / Methodologies
 
Unobservable Input
 
Weighted
Average / Amount or Range
Security
 
$
5,420,755

 
Hypothetical market analysis
 
Hypothetical market coupon rate
 
20%
 
 
 
 
Income Approach
 
Expected amount and timing of cash flow payments

Discount Rate
 
$0 - $1,100,000

0% - 4%
 
 
 
 
 
 
 
 
 
Software
 
$
55,968,385

 
Hypothetical market analysis
 
Hypothetical market coupon rate
 
15%
 
 
 
 
Income Approach
 
Expected amount and timing of cash flow payments

Discount Rate
 
$0 - $10,894,181

0% - 4%
 
 
 
 
 
 
 
 
 
Technology Services
 
$
22,366,908

 
Hypothetical market analysis
 
Hypothetical market coupon rate
 
13%
 
 
 
 
Income Approach
 
Expected amount and timing of cash flow payments

Discount Rate
 
$0 - $1,469,788

0% - 3%
 
 
 
 
 
 
 
 
 
Wireless
 
$
13,395,099

 
Hypothetical market analysis
 
Hypothetical market coupon rate
 
13%
 
 
 
 
Income Approach
 
Expected amount and timing of cash flow payments

Discount Rate
 
$0 - $615,000

0% - 3%
 
 
 
 
 
 
 
 
 
Other *
 
$
706,399

 
Hypothetical market analysis
 
Hypothetical market coupon rate
 
14%
 
 
 
 
 
 
 
 
 
 
 
$
328,269,808

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
* Other loans as of March 31, 2018 were comprised of companies in the Biotechnology and Semiconductors & Equipment.

Investment Type - Level 3
 
 
 
 
 
 
Debt Investments
 
Fair Value at
12/31/2017
 
Valuation Techniques / Methodologies
 
Unobservable Input
 
Weighted
Average / Amount or Range
 
 
 
 
 
 
 
 
 
Computers and Storage
 
$
7,650,501

 
Hypothetical market analysis
 
Hypothetical market coupon rate
 
15%

24



Investment Type - Level 3
 
 
 
 
 
 
Debt Investments
 
Fair Value at
12/31/2017
 
Valuation Techniques / Methodologies
 
Unobservable Input
 
Weighted
Average / Amount or Range
 
 
 
 
 
 
 
 
 
Internet
 
$
69,062,824

 
Hypothetical market analysis
 
Hypothetical market coupon rate
 
15%
 
 
 
 
Income Approach
 
Expected amount and timing of cash flow payments

Discount Rate
 
$0 - $1,651,771

0% - 3%
 
 
 
 
 
 
 
 
 
Medical Devices
 
$
8,914,935

 
Hypothetical market analysis
 
Hypothetical market coupon rate
 
15%
 
 
 
 
Income Approach
 
Expected amount and timing of cash flow payments

Discount Rate
 
$14,238

0%
 
 
 
 
 
 
 
 
 
Other Healthcare
 
$
36,034,254

 
Hypothetical market analysis
 
Hypothetical market coupon rate
 
14%
 
 
 
 
Income Approach
 
Expected amount and timing of cash flow payments

Discount Rate
 
$0 - $849,088

0% - 2%
 
 
 
 
 
 
 
 
 
Other Technology
 
$
102,350,280

 
Hypothetical market analysis
 
Hypothetical market coupon rate
 
15%
 
 
 
 
Income Approach
 
Expected amount and timing of cash flow payments

Discount Rate
 
$0 - $883,855

0% - 3%
 
 
 
 
 
 
 
 
 
Security
 
$
7,023,481

 
Hypothetical market analysis
 
Hypothetical market coupon rate
 
19%
 
 
 
 
Income Approach
 
Expected amount and timing of cash flow payments

Discount Rate
 
$5,000

0%
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

25



Investment Type - Level 3
 
 
 
 
 
 
Debt Investments
 
Fair Value at
12/31/2017
 
Valuation Techniques / Methodologies
 
Unobservable Input
 
Weighted
Average / Amount or Range
Software
 
$
55,885,382

 
Hypothetical market analysis
 
Hypothetical market coupon rate
 
15%
 
 
 
 
Income Approach
 
Expected amount and timing of cash flow payments

Discount Rate
 
$0 - $7,755,000

0% - 3%
 
 
 
 
 
 
 
 
 
Technology Services
 
$
24,754,233

 
Hypothetical market analysis
 
Hypothetical market coupon rate
 
14%
 
 
 
 
 
 
 
 
 
Wireless
 
$
12,738,517

 
Hypothetical market analysis
 
Hypothetical market coupon rate
 
13%
 
 
 
 
Income Approach
 
Expected amount and timing of cash flow payments

Discount Rate
 
$0 - $1,517,227

3%
 
 
 
 
 
 
 
 
 
Other *
 
$
775,376

 
Hypothetical market analysis
 
Hypothetical market coupon rate
 
14%
 
 
 
 
 
 
 
 
 
 
 
$
325,189,783

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
* Other loans, as of December 31, 2017, were comprised of companies in the Biotechnology and Semiconductors and Equipment industries.

The following table presents the balances of assets and liabilities as of March 31, 2018 and December 31, 2017 measured at fair value on a recurring basis:

As of March 31, 2018
 
 
 
 
 
 
 
ASSETS:
Level 1
 
Level 2
 
Level 3
 
Total
Loans
$

 
$

 
$
328,269,808

 
$
328,269,808

Interest rate swap agreement

 
412,087

 

 
412,087

Cash equivalents
6,255,957

 

 

 
6,255,957

Total
$
6,255,957

 
$
412,087

 
$
328,269,808

 
$
334,937,852

 
 
 
 
 
 
 
 
LIABILITIES:
 
 
 
 
 
 
 
Borrowings under debt facility
$

 
$
119,500,000

 
$

 
$
119,500,000

Total liabilities
$

 
$
119,500,000

 
$

 
$
119,500,000


26



As of December 31, 2017
 
 
 
 
 
 
 
ASSETS:
Level 1
 
Level 2
 
Level 3
 
Total
Loans
$

 
$

 
$
325,189,783

 
$
325,189,783

Cash equivalents
4,931,102

 

 

 
4,931,102

Total assets
$
4,931,102

 
$

 
$
325,189,783

 
$
330,120,885

 
 
 
 
 
 
 
 
LIABILITIES:
 
 
 
 
 
 
 
Borrowings under debt facility
$

 
$
121,000,000

 
$

 
$
121,000,000

Interest rate swap agreement

 
599

 

 
599

Total liabilities
$

 
$
121,000,599

 
$

 
$
121,000,599


For a detailed listing of borrowers comprising this amount, please refer to Note 3, Schedules 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 March 31, 2018
 
Loans
 
Warrants
 
Stock
 
Convertible Note
Beginning balance
$
325,189,783

 
$

 

 
$

Acquisitions and originations
36,000,000

 
1,402,486

 

 

Principal reductions
(30,232,599
)
 

 

 

Distribution to shareholder

 
(1,402,486
)
 

 

Net change in unrealized loss from investments
(2,394,351
)
 

 

 

Net realized loss from investments
(293,025
)
 

 

 

Ending balance
$
328,269,808

 
$

 
$

 
$

Net change in unrealized loss on investments relating to investments still held at March 31, 2018
$
(2,860,854
)
 
 
 
 
 
 

 
For the Three Months Ended March 31, 2017
 
Loans
 
Warrants
 
Stock
 
Convertible Note
Beginning balance
$
300,384,884

 
$

 
$

 
$

Acquisitions and originations
75,187,500

 
6,140,993

 
1,499

 
17,507

Principal reductions
(34,405,716
)
 

 

 

Distribution to shareholder

 
(6,140,993
)
 
(1,499
)
 
(17,507
)
Net change in unrealized gain from investments
2,644,718

 

 

 

Net realized loss from investments
(3,691,720
)
 

 

 

Ending balance
$
340,119,666

 
$

 
$

 
$

Net change in unrealized loss on investments relating to investments still held at March 31, 2017
$
(844,587
)
 
 
 
 
 
 

27



5.
EARNINGS PER SHARE
Basic earnings per share are computed by dividing net increase (decrease) in net assets resulting from operations by the weighted average common shares outstanding. Diluted earnings (loss) per share are computed by dividing net increase (decrease) in net assets resulting from operations by the weighted average common shares outstanding, including the dilutive effects of potential common shares (e.g., stock options). The Fund held no instruments that would be potential common shares; thus, reported basic and diluted earnings (loss) per share are the same.
6.
CAPITAL STOCK
As of March 31, 2018 and December 31, 2017, the Fund had 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 both March 31, 2018 and December 31, 2017, was $375.0 million. Total contributed capital to the Company through March 31, 2018 and December 31, 2017 was $375.0 million, of which $322.6 million and $321.0 million was contributed to the Fund, respectively.

The chart below shows the distributions of the Fund for the three months ended March 31, 2018 and 2017.
 
For the Three Months Ended
 
March 31, 2018
 
March 31, 2017
Distributions of equity securities
1,402,486

 
6,159,999

Total distributions to shareholder
$
1,402,486

 
$
6,159,999


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.
7. DEBT FACILITY
In July 2013, the Fund established a secured revolving loan facility in an initial amount of up to $125,000,000 led by Wells Fargo, N.A. and MUFG Union Bank, N.A. In November 2014, the borrowing availability thereunder was increased to $255,000,000. On October 30, 2017, the Fund entered into an agreement with Wells Fargo Bank, N.A., Wells Fargo Securities, LLC, MUFG Union Bank, N.A. and ING Capital, LLC that (i) reduced the size of the facility to $200,000,000 and (ii) amended the interest rate options and commitment fee (the "First Amendment"). Loans under the facility may be, at the option of the Fund, either (i) a Reference Rate Loan, (ii) a LIBOR Rate Loan, or (iii) a LIBOR Market Index Rate Loan. A Reference Rate Loan is defined as a loan bearing interest at the highest of: (a) the Federal Funds Rate for such day plus one half of one percent (0.50%), (b) the Prime Rate, and (c) LIBOR plus one percent (1%). A LIBOR Rate Loan is defined as a loan bearing interest at the prevailing LIBOR rate for a period equal to the applicable LIBOR Loan Period which appears on Reuters Screen LIBOR01 Page (or any applicable successor page) at approximately 11:00 a.m. (London time) two (2) Business Days prior to the first day of the applicable LIBOR Loan Period (rounded upward, if necessary, to the nearest 1/100th of 1%). A LIBOR Market Index Rate Loan is defined as a Loan bearing interest, for any day, a variable rate of interest equal to the one-month LIBOR Market Index Rate based on a minimum deposit of at least $5.0 million for a period equal to one month which appears on the Reuters Screen LIBOR01 Page (or any applicable successor page) at approximately 11:00 a.m. (London time) on such date of determination, or if not a business day, then the immediate preceding business day (rounded upward, if necessary to the nearest 1/100th of 1%). As of March 31, 2018, the Fund’s outstanding borrowings were entirely based on the LIBOR Rate.

The Fund will pay interest on its borrowings, and will also pay a fee on the unused portion of the facility.

The First Amendment terminates on October 30, 2020, but can be accelerated in the event of default, such as failure by the Fund to make timely interest or principal payments. At its option, the Fund may reduce the lenders’ commitments established in the First Amendment by $5.0 million or more once each calendar month. Effective January 30, 2018, Management

28



elected to reduce the borrowing availability to $180.0 million. Subsequent to March 31, 2018, Management elected again to reduce the borrowing availability to $160.0 million, effective April 5, 2018 and elected to further reduce the borrowing availability of the debt facility to $140.0 million, effective May 15, 2018. Beginning March 29, 2019, the lenders’ commitments will automatically and permanently reduce each fiscal quarter by an amount equal to 12.5% of the aggregate amount of such commitments as of December 31, 2018. As of March 31, 2018 and December 31, 2017, $119.5 million and $121.0 million was outstanding under the facility, respectively.

Borrowings under the facility are collateralized by receivables under loans advanced by the Fund with assignment to the financial institution, plus all of the other assets of the Fund. Such borrowings will bear interest at an annual rate of either (i) the Reference Rate plus 1.75%, (ii) LIBOR plus 2.75% or (iii) LIBOR Market Index Rate plus 2.75%. When the Fund is using 50% or more of the maximum amount available under the Amended Loan Agreement, the applicable commitment fee is 0.25% of the unused portion of the loan facility; otherwise, the applicable commitment fee is 0.50% of the unused portion.

As of March 31, 2018, the LIBOR Rate is as follows:
 
1 Month LIBOR
1.8831%
3 Month LIBOR
2.3118%

Bank fees and other costs of $1.1 million incurred in connection with the acquisition of the facility have been capitalized and are amortized to interest expense on a straight-line basis over the expected life of the facility.  The amortization of bank fees and other costs from the prior facility of $2.7 million was completely amortized by November 2017. As of March 31, 2018, the unamortized fees and costs of $1.0 million are being amortized over the expected life of the facility, which is scheduled to terminate on October 30, 2020.

The facility is revolving and as such does not have a specified repayment schedule, although 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) minimum debt service coverage ratio, (ii) interest coverage ratio, (iii) maximum loan loss reserves, and (iv) 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 March 31, 2018, Management believes that the Fund was in compliance with these covenants.

The following is the summary of the outstanding facility draws as of March 31, 2018:
Roll-Over/Draw Date
Amount
Maturity Date*
All-In Interest Rate**
February 8, 2018
$
110,000,000

5/8/2018
4.55%
March 9, 2018
$
9,500,000

4/3/2018
4.47%
TOTAL OUTSTANDING
$
119,500,000

 
 
* On April 3, 2018, Management elected to roll over the $9,500,000 to a 30-day LIBOR Rate Loan maturing on May 3, 2018 with an all-in interest rate of 4.64%. On May 3, 2018, Management elected to roll over the $9,500,000 to another 30-day LIBOR Rate Loan maturing on June 4, 2018 with an all-in interest rate of 4.66%. On May 8, 2018, Management elected to roll over the $110.0 million to a 30-day LIBOR Rate Loan maturing on June 4, 2018 with an all-in rate of 4.68%.
**Inclusive of 2.75% applicable LIBOR margin plus LIBOR rate.
8. INTEREST RATE CAP AGREEMENT
The Fund entered into interest rate cap agreements with MUFG Union Bank, N.A. to cap floating interest rates at 0.7%. The purpose of the interest rate cap agreement is to protect the Fund against rising interest rates. All of the caps expired in November 2017. As of March 31, 2018 and 2017, the Fund had zero interest rate caps and five interest rate cap contracts, respectively, with the total notional principal amount of $170.0 million. The Fund paid upfront fees of $3.2 million,

29



which were completely amortized by November 2017 and received payment of interest amounts above the 0.7% cap based on 90-day LIBOR from the counterparty.

The average notional amount outstanding was $170.0 million for the three months ended March 31, 2017. There was no average notional amount outstanding as of March 31, 2018, because the caps expired in November 2017.
    
As of March 31, 2018 and December 31, 2017, the Fund no longer had any interest rate cap instruments.

For the three months ended March 31, 2018 and 2017, the derivative financial instruments had the following effect on the Condensed Statements of Operations:
 
 
 
 
For the Three Months Ended
Derivatives:
 
Location on Condensed Statements of Operations
 
March 31, 2018
 
March 31, 2017
Interest rate cap agreement
 
Net change in unrealized gain from investments
 
$

 
$
249,465

 
 
 
 
 
 
 

9. CANCELLABLE INTEREST RATE SWAP AGREEMENT

On November 21, 2017, the Fund entered into a cancellable interest rate swap transaction with MUFG Union Bank, N.A. with a preliminary notional amount of $102.6 million, to convert floating 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 March 31, 2018, the principal notional amount was $94.2 million. The Fund pays a fixed rate of 1.90% and receives from the counterparty a floating rate based upon a 30-day LIBOR. Payments are made monthly and will terminate on December 1, 2020. The agreement includes an option for the Fund to terminate the swap early on June 1, 2020. Payments to or from the counterparty are recorded to net realized gain (loss) from investments. As of March 31, 2018, the 30-day LIBOR rate was 1.8831%.

As of March 31, 2018 and December 31, 2017, the fair value of our derivative financial instrument was as follows:
 
 
Asset and Liability Derivatives
 
 
March 31, 2018
 
December 31, 2017
Derivatives:
 
Location on Condensed Statement of Assets and Liabilities
 
Fair Value
 
Location on Condensed Statement of Assets and Liabilities
 
Fair Value
Interest rate swap agreement
 
Other assets
 
$
412,087

 
Accounts payable and other accrued liabilities
 
$
599


For the three months ended March 31, 2018 and 2017, the derivative financial instruments had the following effect on the Condensed Statements of Operations:
 
 
 
 
For the Three Months Ended
Derivatives:
 
Location on Condensed Statements of Operations
 
March 31, 2018
 
March 31, 2017
Interest rate swap agreement
 
Net change in unrealized gain (loss) from investments
 
$
412,686

 
$

Interest rate swap agreement
 
Net realized loss from investments
 
$
(102,113
)
 
$


30



10. 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 to qualify for the tax treatment applicable to RICs. Failing to maintain at least 70% of total assets in “qualifying assets” will result in the loss of BDC status, resulting in losing its favorable tax treatment as a RIC. As of March 31, 2018, the Fund has met the BDC and RIC requirements.
 
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 the sole shareholder. The Fund will accrue excise tax on estimated undistributed taxable income as required. Below is a table summarizing the cost (on GAAP and tax basis) and the appreciation and depreciation of the investments reported on the Schedule of Investments in Note 3.

As of March 31, 2018
Asset
Cost
Unrealized Appreciation
Unrealized Depreciation
Net Appreciation (Depreciation)
Fair Value
Loans
$
355,830,580

$

$
(27,560,772
)
$
(27,560,772
)
$
328,269,808

Total
$
355,830,580

$

$
(27,560,772
)
$
(27,560,772
)
$
328,269,808


As of December 31, 2017
Asset
Cost
Unrealized Appreciation
Unrealized Depreciation
Net Appreciation (Depreciation)
Fair Value
Loans
$
350,356,204

$

$
(25,166,421
)
$
(25,166,421
)
$
325,189,783

Total
$
350,356,204

$

$
(25,166,421
)
$
(25,166,421
)
$
325,189,783


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 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 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.     

For the three months ended March 31, 2018, the Fund had undistributed earnings of $5.9 million. The Fund anticipates distributing the undistributed earnings during the year. The Fund has the discretion to 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 Fund’s tax years are open to examination by federal tax authorities for the years 2014 and forward and California tax authorities for the years 2013 and forward. As of March 31, 2018, the Fund had no uncertain tax positions and no capital loss carry forwards.

31



11.  FINANCIAL HIGHLIGHTS
GAAP requires disclosure of financial highlights of the Fund for the three months ended March 31, 2018 and 2017.

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 (loss) 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 (loss) is inclusive of all investment income net of expenses, and excludes realized or unrealized gains and losses.

Beginning and ending net asset values per share are based on the beginning and ending number of shares outstanding. Other per share information is calculated based upon the aggregate weighted average net assets of the Fund for the periods presented.

The following per share data and ratios have been derived from the information provided in the financial statements:
 
For the Three Months Ended March 31, 2018
 
For the Three Months Ended March 31, 2017
 
 
 
 
Total return **
2.51
%
 
3.59
%
 
 
 
 
Per share amounts:
 
 
 
Net asset value, beginning of period
$
2,126.56

 
$
1,835.23

 
 
 
 
Net investment income
77.21

 
74.35

Net realized and change in unrealized loss from investments
(23.76
)
 
(7.11
)
Net increase in net assets from operations
53.45

 
67.24

Distributions of income to shareholder
(14.02
)
 
(38.31
)
Return of capital to shareholder

 
(23.29
)
Contributions from shareholder
16.20

 
40.00

 
 
 
 
Net asset value, end of period
$
2,182.19

 
$
1,880.87

 
 
 
 
Net assets, end of period
$
218,219,227

 
$
188,087,406

 
 
 
 
Ratios to average net assets:
 
 
 
 
 
 
 
Expenses*
6.95
%
 
9.18
%
Net investment income*
14.38
%
 
15.92
%
Portfolio turnover rate
0%

 
0%

Average debt outstanding
$
115,125,000

 
$
143,500,000

* Annualized
 
 
 
** Total return amounts presented above are not annualized.
 
 

32





12. SUBSEQUENT EVENTS
Subsequent to March 31, 2018, Management elected to reduce the borrowing availability of the debt facility to $160.0 million, effective April 5, 2018 and elected to further reduce the borrowing availability to $140.0 million, effective May 15, 2018. The Fund evaluated additional subsequent events through the date the financial statements were issued, May 15, 2018, and determined that no additional subsequent events had occurred that would require accrual or disclosure in the financial statements.

33



Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

In addition to the historical information contained herein, 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 the Fund with respect to future events and financial performance and are subject to several 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 resulting from new information, future events or otherwise.


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, competition and macro-economic changes including inflation, interest rate expectations, among other factors. 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 100% owned by the Company. The Fund’s shares of Common Stock, at $0.001 par value, were sold to its sole shareholder, the Company, under a stock purchase agreement. The Fund has issued 100,000 of the Fund’s 10,000,000 authorized shares. The Company may make additional capital contributions to the Fund.

The Fund is a financial services company providing financing and advisory services to a variety of carefully selected venture-backed companies primarily 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 its portfolio companies to finance acquisitions of fixed assets and/or for working capital. On December 18, 2012, 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 RIC under the Code and has made the RIC election with the filing of its federal corporate income tax return for 2013. Pursuant to this election, the Fund generally will not have to pay corporate-level taxes on any income it distributes to the Company as dividends, allowing the Company 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 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 is distributed to the Company) and all distributions out of its earnings and profits would be taxable to the Members of the Company as ordinary income; thus, such income would be subject to a double layer of tax. There is no assurance that the Fund will meet the ongoing requirements to qualify as a RIC for tax purposes.

The Fund’s investment objective is to achieve superior risk adjusted investment returns and the Fund seeks to achieve its investment objective by providing debt financing to portfolio companies. The Fund’s investing activities have focus primarily on private debt securities. In connection with its portfolio investments, the Fund generally receives warrants to acquire equity securities. It is anticipated that such warrants, will be distributed by the Fund to the Company

34



simultaneously with, or shortly following, their acquisition. The Fund also has guidelines for the percentages of total assets which will be invested in different types of assets.

The portfolio investments of the Fund consist of debt financing to venture-capital backed companies. The borrower’s ability to repay its loans may be adversely impacted by several factors, and as a result, the loan may not be fully 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 VIII, Inc. (“Fund VIII”)  

The Manager also serves as investment manager for Fund VIII. The Fund’s Board determined that so long as Fund VIII has capital available to invest in loan transactions with final maturities earlier than December 31, 2022 (the date on which the Fund will be dissolved), the Fund would invest in each portfolio company in which Fund VIII invested so long as prior to any such investment, the Boards of Directors of Fund VIII and the Fund received a memorandum summarizing the proposed investment and did not object to such investment. Initially, the amount of each investment was allocated 50% to the Fund and 50% to Fund VIII so long as the Fund has capital available to invest. Effective June 30, 2017, the Fund is no longer permitted to enter new commitments to borrowers; however, the Fund will be permitted to fund existing commitments. The last commitment expires on July 31, 2018.

To the extent that clients, other than Fund VIII, advised by the Manager (but in which the Manager has no proprietary interest) invest in opportunities available to the Fund, the Manager will allocate such opportunities among the Fund and such other clients in a manner deemed fair and equitable considering all the circumstances in accordance with procedures approved by the Fund’s Board (including a majority of the disinterested directors).
  
Critical Accounting Policies

Critical Accounting Policies and Practices are those accounting policies and practices that are both the most important to the portrayal of the Fund’s net assets and results of operations and require the most difficult, subjective or complex judgments, often as a result of the need to make estimates about the effect of matters that are inherently uncertain. Critical accounting estimates are accounting estimates where the nature of the estimates are material due to the levels of subjectivity and judgment necessary to account for highly uncertain matters or the susceptibility of such matters to change and the impact of the estimates on net assets or operating performance is material.

In evaluating the most critical accounting policies and estimates, the Manager has identified the estimation of fair value of the Fund’s loan investments as the most critical accounting policies and accounting estimates applied to the Fund's reporting of net assets or operating performance. In accordance with GAAP, the Fund defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date; 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. There is no readily available market price or secondary market for the loans made by the Fund to borrowers, hence Management determines fair value based on hypothetical market and the estimates are subject to high levels of judgment and uncertainty. The Fund’s loan investments are considered Level 3 fair value measurements in the fair value hierarchy due to the lack of observability over many of the important inputs used in determining fair value.

Critical judgments and inputs in determining the fair value of a loan include the timing and amount of future cash flows, probability of future payments, payment history, available cash and “burn rate,” revenues, net income or loss, operating results, financial strength of borrower, prospects for the borrower’s raising future equity rounds, likelihood of sale or acquisition of the borrower, length of expected holding period of the loan, collateral position, the timing and amount of liquidation of collateral for loans that are experiencing significant credit deterioration and collection becomes collateral dependent as well as an evaluation of the general interest rate environment. Management has evaluated these factors and has concluded that the effect of a deterioration in the quality of the underlying collateral, increase in the size of the loan, increase in the estimated time to recovery, and increase in the hypothetical market coupon rate would have the effect of decreasing the fair value of loan investments. The risk profile of a loan changes when events occur that impact the credit analysis of the borrower and the loan. Such changes result in the fair value

35



being adjusted from par value of the individual loan. Where the risk profile is consistent with the original underwriting, the par value of the loan often approximates fair value.

The actual value of the loans may differ from management’s estimates, which would affect net change in net assets resulting from operations as well as assets.

Results of Operations - For the Three Months Ended March 31, 2018 and 2017

Total investment income for the three months ended March 31, 2018 and 2017 was $11.5 million and $11.7 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 and forfeited commitment fees and warrants. The decline in income was primarily driven by the decrease in the average interest rate from 15.06% for the three months ended March 31, 2017 to 14.62% for the three months ended March 31, 2018 and partially offset by the increase in average outstanding loan balances from $305.7 million for the three months ended March 31, 2017 and $312.9 million for the three months ended March 31, 2018. The decline in average interest rates was due to declining loan payments as the number of performing loans that are maturing increase.

Management fees for the three months ended March 31, 2018 and 2017 were $2.1 million and $2.2 million, respectively. Management fees are calculated as 2.5 percent of the Fund’s total assets. Management fees increased slightly because of the growth of the Fund assets compared to the prior year.

Interest expense was $1.4 million and $1.9 million for the three months ended March 31, 2018 and 2017, respectively. Interest expense was comprised of amounts related to interest on debt amounts drawn down, unused line fees and amounts amortized from deferred fees incurred in conjunction with the debt line. Interest expense decreased for the 3-month period primarily resulting from the reduction in average debt outstanding from $143.5 million to $115.1 million for the three months ended March 31, 2017 and 2018, respectively.

Total banking and professional fees were $0.1 million and $0.1 million for the three months ended March 31, 2018 and 2017. The banking and professional fees were comprised of legal, audit, banking and other professional fees.

Total other operating expenses were less than $0.1 million for the three months ended March 31, 2018 and 2017.

Net investment income for the three months ended March 31, 2018 and 2017 was $7.7 million and $7.4 million, respectively.

Total net realized loss from investments was $0.4 million and $3.6 million for the three months ended March 31, 2018 and 2017, respectively. The decrease was primarily due to a large loan being written-off in 2017 for $2.5 million.

Net change in unrealized gain (loss) from investments was a $2.0 million loss and $2.9 million gain for the three months ended March 31, 2018 and 2017, respectively. The unrealized loss consists of fair market value adjustments to loans, the reversal of fair market value adjustments previously taken against loans written off, the mark-to-market adjustment for the interest rate cap/swap.

Net increase in net assets resulting from operations for the three months ended March 31, 2018 and 2017 was $5.3 million and $6.7 million, respectively. On a per share basis, the net increase in net assets resulting from operations was $53.45 and $67.25 for the three months ended March 31, 2018 and 2017, respectively.



36



Liquidity and Capital Resources – March 31, 2018 and December 31, 2017

Total capital contributed to the Fund was $322.6 million and $321.0 million as of March 31, 2018 and December 31, 2017, respectively. Committed capital to the Company as of March 31, 2018 and December 31, 2017 was $375.0 million, of which all had been called and received as of March 31, 2018 and December 31, 2017.

The Fund established a secured revolving loan facility in an initial amount of up to $125,000,000 led by Wells Fargo, N.A. and MUFG Union Bank, N.A. In November 2014, the borrowing availability thereunder was increased to $255,000,000. Borrowings by the Fund are collateralized by all the assets of the Fund. Loans under the facility may be, at the option of the Fund, either Reference Rate or LIBOR loans. The Fund will pay interest on its borrowings and will also pay a fee on the unused portion of the facility.

The facility was renewed and amended on October 30, 2017. The First Amendment has a term of three years and will expire on October 30, 2020. The borrowing availability thereunder was reduced to $200,000,000. In January 2018, the borrowing availability was reduced to $180,0000,000. Subsequent to the quarter end, in April 2018, the borrowing availability was further reduced to $160,000,000. As of March 31, 2018, $119.5 million was outstanding under the facility.

As of March 31, 2018 and December 31, 2017, 1.9% and 1.5%, respectively, of the Fund’s assets consisted of cash and cash equivalents. The Fund invested its assets in venture loans during the three months ended March 31, 2018. Amounts disbursed under the Fund’s loan commitments totaled approximately $36.0 million during the three months ended March 31, 2018. Net loan amounts outstanding after amortization increased by approximately $3.1 million for the same period. Unexpired, unfunded commitments totaled approximately $21.1 million as of March 31, 2018.

As of
Cumulative Amount
Disbursed
Principal
Reductions and Fair
Market Adjustments
Balance Outstanding - Fair Value
Unexpired
Unfunded
Commitments
March 31, 2018
$945.2 million
$616.9 million
$328.3 million
$21.1 million
December 31, 2017
$909.2 million
$584.0 million
$325.2 million
$67.1 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 ongoing requirements to qualify for the special pass-through status available to RICs under the 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 the Company. To qualify as a RIC, the Fund must distribute to the Company 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 undistributed income in its gross income for each taxable year even if it receives no portion of such residual income in that year. Thus, to meet the Distribution Requirement and avoid payment of income taxes or an excise tax on undistributed income, the Fund may be required in a particular year to distribute as a dividend an amount in excess of the total amount of income it actually receives. Those distributions will be made from the Fund’s cash assets, from amounts received through amortization of loans or from borrowed funds.

As of March 31, 2018, the Fund has adequate cash reserves and approximately $140.0 million in scheduled receivable payments over the next twelve months. These amounts and the Fund’s borrowing capacity are sufficient to meet the current commitment backlog and operational expenses of the Fund over the next year. The Fund constantly evaluates potential future liquidity resources and demands before making additional future commitments.

37




Item 3. Quantitative and Qualitative Disclosures About Market Risk

The Fund’s business activities contain various elements of risk, of which Management considers interest rate and credit risk to be the principal types of market risk for the Fund. Because, the Fund considers the management of risk essential to both conducting its business and maintaining profitability, the Fund’s risk management procedures are designed to identify and analyze the 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 manages its market 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 public 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 borrower’s credit history, available cash, support of the borrower’s underlying investors, “burn rate,” revenue income, security interest, secondary markets for collateral, the size of the loan, term of the loan, and the ability to exit via Initial Public Offering or Merger and Acquisition.

The Fund’s exposure to interest rate sensitivity 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. At March 31, 2018, the outstanding debt balance was $119.5 million with interest expense based on a weighted average base rate of 1.79%, for which the Fund had an interest rate swap in place at 1.90% on $94.2 million of the debt, leaving the Fund with limited exposure to interest rate increases on the current outstanding loans.

Because all of the Fund’s loans impose a fixed interest rate upon funding, changes in short-term interest rates will not directly affect interest income associated with the loan portfolio as of March 31, 2018. However, those changes could have the potential to change the Fund’s ability to originate loan commitments, acquire and renew bank facilities, and engage in other investment activities. Further, changes in short-term interest rates could also affect interest rate expense, realized gain from investments and interest on the Fund’s short-term investments.

Based on the Fund’s Condensed Statement of Assets and Liabilities as of March 31, 2018, the following table shows the approximate annualized increase (decrease) in components of net assets resulting from operations of hypothetical base rate changes in interest rates, assuming no changes in investments, borrowings, cash balances, and interest rate caps.
 
Effect of Interest rate change by
Other Interest and Other Income / (Loss)
Realized Gain / (Loss) on Cap
Interest Income/(Expense)
Total Income / (Loss)
(0.50)%
$(31,841)
$(471,136)
$597,500
$94,523
1%
$63,682
942,271
$(1,195,000)
$(189,046)
2%
$127,364
1,884,543
$(2,390,000)
$(378,093)
3%
$191,046
2,826,814
$(3,585,000)
$(567,139)
4%
$254,729
3,769,086
$(4,780,000)
$(756,186)
5%
$318,411
4,711,357
$(5,975,000)
$(945,232)
Additionally, a change in the interest rate may affect the value of the interest rate cap and Net Change in Unrealized Gain (Loss) from investment activities. The amount of any such effect will be contingent upon market expectations for future interest rate changes. Any increases in expected future rates will increase the value of the interest rate swap while any rate decreases will decrease the value.

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Although we believe that the foregoing analysis is indicative of the Fund’s sensitivity to interest rate changes, it does not take into consideration potential changes in the credit market, credit quality, size and composition of the assets in the portfolio. It also does not assume any new fundings to borrowers, repayments from borrowers or defaults on borrowings. Accordingly, no assurances can be given that actual results would not differ materially from the table above.

Because the Fund currently borrows, its net investment income is highly dependent upon the difference between the rate at which it borrows and the rate at which it invests the amounts borrowed. Accordingly, there can be no assurance that a significant change in market interest rates will not have a material adverse effect on the Fund’s investment activities and net investment income. The Fund’s exposure to movement in short-term interest rates stems from the Fund borrowing at a floating interest rate but then making loans with a fixed rate at the time the loans are extended. The Fund, therefore, attempts to limit its interest rate risk by acquiring interest rate caps or swaps, and anticipates hedging interest rate risk associated with future borrowings.

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 over financial reporting or in other factors that has materially affected, or is reasonably likely to materially affect, the Fund's internal controls over financial reporting during the period covered by this quarterly report on Form 10-Q.

PART II OTHER INFORMATION

Item 1.  Legal Proceedings

The Fund may become party to certain lawsuits from time to time in the normal course of business. While the outcome of any legal proceedings cannot now be predicted with certainty, the Fund does not expect any such 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 2017 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 months ended March 31, 2018.

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

Prior to the Fund’s commencement of operations on December 18, 2012, the Fund sold 100,000 shares to the Fund’s sole shareholder, the Company, for $25,000 in July 2012.  No other shares of the Fund have been sold; however, the Fund received an additional $322.6 million of paid in capital during the period from December 18, 2012 through March 31, 2018, which has been and is expected to be used to acquire venture loans and fund operations.


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Item 3.  Defaults Upon Senior Securities

Not applicable.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5.  Other Information

None.

Item 6.  Exhibits

Exhibit Number
Description
3(i)
3(ii)
4.1
31.1
31.2
32.1

32.2


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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 thereunto duly authorized.

VENTURE LENDING & LEASING VII, 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:
May 15, 2018
Date:
May 15, 2018


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EXHIBIT INDEX

Exhibit Number
Description
31.1-32.2
Certifications pursuant to The Sarbanes-Oxley Act of 2002.


          









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