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EX-32.1 - VLL6INC EXHIBIT 32.1 033115 - Venture Lending & Leasing VI, Inc.vll603312015ex32110q.htm
EX-32.2 - VLL6INC EXHIBIT 32.2 033115 - Venture Lending & Leasing VI, Inc.vll603312015ex32210q.htm
EX-31.2 - VLL6INC EXHIBIT 31.2 033115 - Venture Lending & Leasing VI, Inc.vll603312015ex31210q.htm
EX-31.1 - VLL6INC EXHIBIT 31.1 033115 - Venture Lending & Leasing VI, Inc.vll603312015ex31110q.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, 2015

[  ]
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

For the transition period from ___________ to ______________

Commission file number 814-00799

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

(650) 234-4300
(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [x]  No [ ]
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes [ ]   No [ ]
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definition of “large accelerated filer”, “accelerated filer”, and "smaller reporting company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer [ ]
Accelerated filer [ ]
Non-accelerated filer [x]
Smaller reporting company [ ]
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes [ ]  No [x]

Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date:
Class
 
Outstanding as of May 14, 2015
Common Stock, $.001 par value
 
100,000




VENTURE LENDING & LEASING VI, INC.
INDEX

PART I — FINANCIAL INFORMATION
 
 
Item 1.
Financial Statements
 
 
 
Condensed Statements of Assets and Liabilities (Unaudited)
 
As of March 31, 2015 and December 31, 2014
 
 
 
Condensed Statements of Operations (Unaudited)
 
For the three months ended March 31, 2015 and 2014
 
 
 
Condensed Statements of Changes in Net Assets (Unaudited)
 
For the three months ended March 31, 2015 and 2014
 
 
 
Condensed Statements of Cash Flows (Unaudited)
 
For the three months ended March 31, 2015 and 2014
 
 
 
Notes to Condensed Financial Statements (Unaudited)
 
 
Item 2.
Management's Discussion and Analysis of Financial Condition and Results of Operations
 
 
Item 3.
Quantitative and Qualitative Disclosures About Market Risk
 
 
Item 4.
Controls and Procedures
 
 
PART II — OTHER INFORMATION
 
 
Item 1.
Legal Proceedings
 
 
Item 1A.
Risk Factors
 
 
Item 2.
Unregistered Sales of Equity Securities and Use of Proceeds
 
 
Item 3.
Defaults Upon Senior Securities
 
 
Item 4.
Mine Safety Issues
 
 
Item 5.
Other Information
 
 
Item 6.
Exhibits
 
 
SIGNATURES




PART I - FINANCIAL INFORMATION
Item 1. Financial Statements

VENTURE LENDING & LEASING VI, INC.

CONDENSED STATEMENTS OF ASSETS AND LIABILITIES (UNAUDITED)
AS OF MARCH 31, 2015 AND DECEMBER 31, 2014

 
March 31, 2015
 
December 31, 2014
ASSETS
 
 
 
Loans, at estimated fair value
 
 
 
   (Cost of $200,167,406 and $239,908,705)
$
183,481,397

 
$
227,745,693

Other investment
 
 
 
   (Cost of $184,000 and $207,000)
73,461

 
149,844

Cash and cash equivalents
19,032,323

 
14,006,961

Other assets
3,006,026

 
3,851,394

 
 
 
 
Total assets
205,593,207

 
245,753,892

 
 
 
 
LIABILITIES
 
 
 
Borrowings under debt facility
87,700,000

 
106,550,000

Accrued management fees
1,284,958

 
1,528,462

Accounts payable and other accrued liabilities
384,411

 
659,942

 
 
 
 
Total liabilities
89,369,369

 
108,738,404

 
 
 
 
NET ASSETS
$
116,223,838

 
$
137,015,488

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

 
$
241,525,000

Return of capital distributions
(105,596,357
)
 
(89,381,087
)
Accumulated deficit
(19,704,805
)
 
(15,128,425
)
Net assets (equivalent to $1,162.24 and $1,370.15 per share based on 100,000 shares of capital stock outstanding - See Note 5)
$
116,223,838

 
$
137,015,488




See notes to condensed financial statements.



3



VENTURE LENDING & LEASING VI, INC.

CONDENSED STATEMENTS OF OPERATIONS (UNAUDITED)
FOR THE THREE MONTHS ENDED MARCH 31, 2015 AND 2014

 
For the Three Months Ended March 31, 2015
 
For the Three Months Ended March 31, 2014
 
 
 
 
INVESTMENT INCOME:
 
 
 
Interest on loans
$
10,291,534

 
$
13,777,666

       Other interest and other income
58,227

 
289,015

Total investment income
10,349,761

 
14,066,681

 
 
 
 
EXPENSES:
 
 
 
Management fees
1,284,958

 
1,969,748

Interest expense
771,347

 
1,100,541

Banking and professional fees
154,565

 
104,308

Other operating expenses
26,953

 
49,764

Total expenses
2,237,823

 
3,224,361

Net investment income
8,111,938

 
10,842,320

 
 
 
 
Net realized loss from investments
(1,018,031
)
 
(1,309,141
)
Net change in unrealized gain (loss) from investments
(4,522,997
)
 
1,186,141

Net change in unrealized gain (loss) from hedging activities
(53,383
)
 
(43,108
)
Net realized and change in unrealized loss from investments and hedging activities
(5,594,411
)
 
(166,108
)
 
 
 
 
Net increase in net assets resulting from operations
$
2,517,527

 
$
10,676,212

Net increase in net assets resulting from operations per share
$
25.18

 
$
106.76

Weighted average shares outstanding
100,000

 
100,000


See notes to condensed financial statements.


4



VENTURE LENDING & LEASING VI, INC.

CONDENSED STATEMENTS OF CHANGES IN NET ASSETS (UNAUDITED)
FOR THE THREE MONTHS ENDED MARCH 31, 2015 AND 2014

 

        
 
For the Three Months Ended March 31, 2015
 
For the Three Months Ended March 31, 2014
Net increase in net assets resulting from operations:
 
 
 
Net investment income
$
8,111,938

 
$
10,842,320

Net realized loss from investments
(1,018,031
)
 
(1,309,141
)
Net change in unrealized gain (loss) from investments
(4,522,997
)
 
1,186,141

Net change in unrealized gain (loss) from hedging activities
(53,383
)
 
(43,108
)
 
 
 
 
Net increase in net assets resulting from operations
2,517,527

 
10,676,212

 
 
 
 
Distributions of income to shareholder
(7,093,907
)
 
(9,233,030
)
Return of capital to shareholder
(16,215,270
)
 
(10,913,557
)
  Decrease in capital transactions
(23,309,177
)
 
(20,146,587
)
 
 
 
 
Total decrease
(20,791,650
)
 
(9,470,375
)
 
 
 
 
Net assets
 
 
 
Beginning of period
137,015,488

 
194,365,857

 
 
 
 
End of period
$
116,223,838

 
$
184,895,482







See notes to condensed financial statements.


5



VENTURE LENDING & LEASING VI, INC.

CONDENSED STATEMENTS OF CASH FLOWS (UNAUDITED)
FOR THE THREE MONTHS ENDED MARCH 31, 2015 AND 2014

 
For the Three Months Ended March 31, 2015
 
For the Three Months Ended March 31, 2014
CASH FLOWS FROM OPERATING ACTIVITIES:
 
 
 
Net increase in net assets resulting from operations
$
2,517,527

 
$
10,676,212

Adjustments to reconcile net increase in net assets resulting from operations to net cash provided by operating activities:
 
 
 
Net realized loss from investments
1,018,031

 
1,309,141

Net change in unrealized (gain) loss from investments
4,522,997

 
(1,186,141
)
Net change in unrealized (gain) loss from hedging activities
53,383

 
(257,041
)
Receipt of equity securities as payment for waiver

 
(283,366
)
Amortization of deferred costs related to borrowing facility
56,998

 
122,950

Net (increase) decrease in other assets
811,370

 
(77,439
)
Net decrease in accounts payable, other accrued liabilities, and accrued management fees
(519,035
)
 
(349,892
)
Origination of loans
(2,112,500
)
 
(31,830,000
)
Principal payments on loans
39,582,754

 
45,316,057

Acquisition of equity securities
(56,163
)
 
(2,673,354
)
Net cash provided by operating activities
45,875,362

 
20,767,127

CASH FLOWS FROM FINANCING ACTIVITIES:
 
 
 
Cash distribution to shareholder
(22,000,000
)
 
(16,800,000
)
  Repayment of debt facility
(18,850,000
)
 
(8,400,000
)
 

 
 
Net cash used in financing activities
(40,850,000
)
 
(25,200,000
)
       Net increase (decrease) in cash and cash equivalents
5,025,362

 
(4,432,873
)
CASH AND CASH EQUIVALENTS:
 
 
 
Beginning of period
14,006,961

 
35,377,189

End of period
$
19,032,323

 
$
30,944,316

SUPPLEMENTAL DISCLOSURES:
 
 
 
CASH PAID DURING THE PERIOD:
   

 
 
Interest
$
751,005

 
$
1,045,056

Settlement under interest rate swap agreement
$

 
$
300,149

NON-CASH ACTIVITIES:
   

 
 
Distributions of equity securities to shareholder
$
1,309,177

 
$
3,346,587

Receipt of equity securities as repayment of loans
$
1,253,014

 
$
389,867


See notes to condensed financial statements.


6



VENTURE LENDING & LEASING VI, INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)

1.
ORGANIZATION AND OPERATIONS OF THE FUND

Venture Lending & Leasing VI, Inc. (the “Fund”), was incorporated in Maryland on January 11, 2010 as a nondiversified closed-end management investment company electing status as a business development company (“BDC”) under the Investment Company Act of 1940, as amended ("1940 Act") and is managed by Westech Investment Advisors, LLC, formerly known as Westech Investment Advisors, Inc. (“Manager” or “Management”). The Fund will be dissolved on December 31, 2020 unless an election is made to dissolve earlier by the Board of Directors of the Fund (the “Board”). One hundred percent of the stock of the Fund is held by Venture Lending & Leasing VI, LLC (the “Company”).  Prior to commencing its operations on June 29, 2010, the Fund had no operations other than the sale to the Company of 100,000 shares of common stock, $0.001 par value for $25,000 in January 2010.  This issuance of stock was a requirement in order to apply for a finance lender's license from the California Commissioner of Corporations, which was obtained on April 13, 2010.

In the Manager's opinion, the accompanying financial statements include all adjustments (consisting only of normal recurring adjustments) necessary for a fair presentation of financial position and results of operations for interim periods. Certain information and note disclosures normally included in audited annual financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been omitted; however, the Fund believes that the disclosures made are adequate to make the information presented not misleading. The interim results for the three months ended March 31, 2015 are not necessarily indicative of what the results would be for a full year. It is suggested that these financial statements be read in conjunction with the financial statements and the notes included in the Fund's Annual Report on Form 10-K for the year ended December 31, 2014.

2.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Accounting

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires Management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period.  Actual results could differ from those estimates.

Cash and Cash Equivalents

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

Interest Income

Interest income on loans is recognized using the effective interest method including amounts from the amortization of discounts attributable to equity securities received as part of the loan transaction.  Additionally, fees received as part of the transaction are added to the loan discount and amortized over the life of the loan.

Valuation Procedures

The Fund accounts for loans at fair value in accordance with the “Valuation Methods” below.  All valuations are determined under the direction of the Manager, in accordance with this policy.

The Fund's loans are valued in connection with the issuance of its periodic financial statements, the issuance or repurchase of the Fund's shares at a price equivalent to the current net asset value per share, and at such other times as

7



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

As of March 31, 2015 and December 31, 2014, the financial statements include nonmarketable investments of $183.5 million and $227.7 million, respectively (or 89% and 93% 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. There is no secondary market for the loans made by the Fund to borrowers, hence Management determines fair value based on hypothetical markets. Venture loans are generally held to maturity and are recorded at estimated fair value. The determination of fair value is based on a number of factors including the amount for which an investment could be exchanged in a current sale, which assumes an orderly disposition over a reasonable period other than in a forced sale. Management considers the fact that no ready market exists for substantially all of the investments held by the Fund. Management determines whether to adjust the estimated fair value of a loan based on a number of factors including but not limited to the borrower's payment history, available cash and “burn rate,” revenues, net income or loss, the likelihood that the borrower will be able to secure additional financing in the future, as well as an evaluation of the general interest rate environment. The amount of any valuation adjustment considers liquidation analysis and is determined based upon a credit analysis of the borrower and an analysis of the expected recovery from the borrower, including consideration of factors such as the nature and quality of the Fund's security interests in collateral, the estimated value of the Fund's collateral, the size of the loan, and the estimated time that will elapse before the Fund achieves a recovery. Management has evaluated these factors and has concluded that the effect of deterioration in the quality of the underlying collateral, increase in the size of the loan and increase in the estimated time to recovery would have the effect of lowering the value of the current portfolio of loans.

Non-accrual Loans

The Fund's policy is to place a loan on non-accrual status when the loan stops performing and Management deems that it is unlikely that the loan will return to performing status.  When a loan is placed on non-accrual status, all interest previously accrued but not collected is reversed for the quarter in which the loan was placed on non-accrual status.  Any uncollected interest related to quarters prior to when the loan was placed on non-accrual status is added to the principal balance, and the aggregate balance of the principal and interest is evaluated in accordance with the policy for valuation of loans in determining Management's best estimate of fair value. Interest received by the Fund on non-accrual loans will be recorded on a cash basis.

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

As of March 31, 2015, loans with a cost basis of $21.2 million and a fair value of $7.4 million, have been classified as non-accrual. As of December 31, 2014, loans with a cost basis of $18.5 million and a fair value of $7.3 million, have been classified as non-accrual.


8



Warrants and Stock

Warrants and stock that are received in connection with loan transactions generally will be assigned a fair value at the time of acquisition. These securities are then distributed by the Fund to the Company at the assigned value. Warrants are valued based on a modified Black-Scholes option pricing model which takes into account among other factors underlying stock value, expected term, volatility and the risk-free interest rate.  
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 client 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 client company's industry for a period of time approximating the expected life of the warrants. 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 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, 2015 and and March 31, 2014, the Fund assumed the average duration of a warrant is 3.5 years and 3 years, respectively. 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.
On an annual basis, the Fund engages an independent valuation company to provide valuation assistance to value the warrants which are received as part of loan consideration. These warrants are immediately distributed to the Fund’s shareholder. This independent third party evaluates the Fund's valuation methodology and assumptions for reasonableness from the perspective of a market participant. The independent third party also calculates several of the inputs used such as volatility and risk free rate. Upon the receipt of such data, a sample test is performed to ensure the accuracy of the independent calculations and that the source of data is reliable and consistent with the way in which the calculations were made in prior periods. Such inputs are entered into the database with a second review to ensure the accuracy of the input information. All calculations of warrant values are performed by one employee and reviewed by a second party. The inputs of the modified Black-Scholes option pricing model are reevaluated every quarter.
    
Other Assets and Liabilities
Other Assets include costs incurred in conjunction with borrowings under the Fund's debt facility and are stated at initial cost, with the exception of the interest rate cap which is marked to market. The costs are amortized over the term of the facility.
As of March 31, 2015 and December 31, 2014, based on borrowing rates available to the Fund, which are Level 2 inputs, the estimated fair values of the borrowings under the debt facility were $87.7 million and $106.6 million, respectively.



9




Commitment Fees

Unearned income and commitment fees on loans are recognized in interest on loans using the effective interest method over the term of the loan. Commitment fees are carried as liabilities when received for commitments upon which no draws have been made. When the first draw is made, the fee is treated as unearned income and is recognized as described above.  If a draw is never made, the forfeited commitment fee less any applicable legal costs becomes recognized as other income after the commitment expires.

Interest Rate Cap Agreements

On September 30, 2014, the Fund entered into interest rate cap agreements which are primarily valued on the basis of 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 cap instruments. The contracts are recorded at fair value in either other assets or accounts payable and other accrued liabilities in the Condensed Statements of Assets and Liabilities, depending on whether the value of the contract is in favor of the Fund or the counter party. The changes in fair value are recorded in Net change in unrealized gain (loss) from hedging activities in the Condensed Statements of Operations.

Deferred Bank Fees

The deferred bank fees and costs associated with the debt facility have been allocated over the estimated life of the facility, which was originally determined to be January 2014. Starting in October 2011, the estimated life of the facility changed to September 2014. Through September 30, 2014, the deferred bank fees and costs associated with the September 30, 2014 extended expiration date previously had been amortized over the estimated life of the facility.

The debt facility was extended again on September 23, 2014 and then on September 30, 2014, it was amended, restated and renewed through March 23, 2017. Deferred bank fees and costs associated with the renewal of the debt facility are being amortized over the estimated life of the renewed facility through March 23, 2017.
 
Through March 31, 2015, the deferred bank fees and costs associated with the September 30, 2014 extended expiration date previously had been amortized over the estimated life of the facility. The amortization of these costs was recorded as interest expense in the Condensed Statement of Operations (see Note 6).

Recent Accounting Pronouncements

In April 2015, the Financial Accounting Standards Board (“FASB”) issued ASU 2015-03 Interest-Imputation of Interest, Simplifying the Presentation of Debt Issuance Costs, which changes the presentation of debt issuance costs in financial statements. Under the ASU, an entity presents such costs in the balance sheet as a direct deduction from the related debt liability rather than as an asset. Amortization of the costs is reported as interest expense. The amended
guidance is effective for the Fund’s interim and annual periods beginning on January 1, 2016. Management does not
expect the adoption of this guidance to significantly impact the Fund’s financial position or results of operations.

Tax Status

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

In order to qualify for favorable tax treatment as a RIC, the Fund is required to distribute annually to its shareholder at least 90% of its investment company taxable income, as defined by the Code. To avoid federal excise taxes, the Fund must distribute annually at least 98% of its ordinary income and 98.2% of net capital gains from the current year and any undistributed ordinary income and net capital gains from the preceding years. The Fund, at its discretion, may

10



carry forward taxable income in excess of calendar year distributions and pay a 4% excise tax on this income. If the Fund chooses to do so, all other things being equal, this would increase expenses and reduce the amount available to be distributed to shareholder. The Fund will accrue excise tax on estimated undistributed taxable income as required.

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

Book and tax basis differences relating to shareholder dividends and distributions and other permanent book and tax differences are reclassified among the Fund's capital accounts. In addition, the character of income and gains to be distributed is determined in accordance with income tax regulations that may differ from GAAP.

The Fund may pay distributions in excess of its taxable net investment income. This excess would be a tax-free return of capital in the period and reduce the shareholder's tax basis in its shares. The cumulative amount is disclosed on the Condensed Statements of Assets and Liabilities as return of capital distributions. Cumulative return of capital distributions were $105.6 million and $89.4 million as of March 31, 2015 and December 31, 2014, respectively. As of March 31, 2015, the Fund had no uncertain tax positions.

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

3.
SUMMARY OF INVESTMENTS

Loans generally are made to borrowers pursuant to commitments whereby the Fund agrees to finance assets and provide working or growth capital up to a specified amount for the term of the commitment, upon the terms and subject to the conditions specified by such commitment. As of March 31, 2015, the Fund's investments in loans were primarily to companies based within the United States and were diversified among borrowers in the industry segments shown below.  The percentage of net assets that each industry group represents is shown with the industry totals below  (the sum of the percentages does not equal 100 percent because the percentages are based on net assets as opposed to total loans).  All loans are senior to unsecured creditors except where indicated.

The Fund defines fair value as the price that would be received to sell an asset or paid to settle a liability in an orderly transaction between market participants at the measurement date; that is, an exit price. The exit price assumes the asset or liability was exchanged in an orderly transaction; it was not a forced liquidation or distressed sale.

Loan balances are summarized by borrower.  Typically a borrower's balance will be composed of several loans drawn under a commitment made by the Fund with the interest rate on each loan fixed at the time each loan is funded. Each loan drawn under a commitment may have a different maturity date and amount.  For the three months ended March 31, 2015 and 2014, the weighted-average interest rate on the performing loans was 18.97% and 19.02%, respectively. These rates were inclusive of both cash and non-cash interest income. For the three months ended March 31, 2015 and 2014, the weighted-average interest rate on the cash portion of the interest income was 13.57% and 14.37%, 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 being adjusted from par value of the individual loan. Where the risk profile is consistent with the original underwriting, which is primarily the case for this loan portfolio, the par value of the loan will approximate fair value.

11




All loans as of March 31, 2015 were to non-affiliates and consisted of the following:

 
 
Estimated Fair
Par Value
Final
Borrower
 
Value 3/31/15
Value 3/31/15
Maturity Date
Computers & Storage
 
 
 
 
Clustrix, Inc.
 
 $ 1,928,409

 $ 1,928,409

5/1/2017
Connected Data, Inc.
 
1,662,315

1,662,315

5/1/2017
D-Wave Systems, Inc.
 
1,466,442

1,466,442

2/1/2017
Gridstore, Inc.
 
1,295,818

1,295,818

6/1/2017
Veloxum, Inc.
 
416,093

416,093

*
Vidcie, Inc.
 
                342,550

            342,550

12/1/2015
Subtotal:
6.1%
 $ 7,111,627

 $ 7,111,627

 
 
 
 
 
 
Enterprise Networking
 
 
 
 
Apprion, Inc.
 
 $ 445,253

 $ 445,253

4/1/2016
Splashtop, Inc.
 
                951,322

            951,322

5/1/2016
Subtotal:
1.2%
 $ 1,396,575

 $ 1,396,575

 
 
 
 
 
 
Internet
 
 
 
 
Behalf, Inc.
 
 $ 1,351,438

 $ 1,351,438

5/1/2017
Better Doctor, Inc.
 
258,195

258,195

6/1/2016
Change.org, Inc.
 
1,708,354

1,708,354

11/1/2016
CloudTalk, Inc.
 
5,000

124,008

*
CustomMade, Inc.
 
1,561,376

1,561,376

5/1/2017
DailyFeats, Inc.
 
166,920

166,920

1/1/2016
Desti, Inc.
 
38,983

43,283

*
Digital Caddies, Inc.
 
0

872,256

*
FanBridge, Inc.
 
453,896

643,896

*
FanDuel, Inc.
 
1,223,376

1,223,376

9/1/2016
Fast Labs, Inc.
 
332,522

332,522

3/1/2017
FlipTop, Inc.
 
510,524

510,524

2/1/2018
Giddy Apps, Inc.
 
944,997

944,997

12/1/2017
Giga Omni Media, Inc.
 
278,008

2,378,008

*
Giveforward, Inc.
 
554,654

554,654

7/1/2017
Good Eggs, Inc.
 
257,656

257,656

6/1/2016
Grovo Learning, Inc.
 
792,736

792,736

3/1/2017
HEXAGRAM 49, Inc.
 
321,356

321,356

1/1/2016
Inside Vault, Inc.
 
395,261

395,261

5/1/2017
Jun Group, LLC
 
641,940

641,940

2/1/2017
KargoCard, Co.
 
324,172

324,172

1/1/2016
Kitsy Lane, Inc.
 
191,585

191,585

12/1/2016
Kiwi Crate, Inc.
 
936,167

936,167

4/1/2018
Komli Media, Inc.
 
2,176,199

2,176,199

11/1/2015
Kulbyt, Inc.
 
67,234

67,234

8/1/2015
Lenddo International
 
804,742

804,742

12/1/2015
Lightside Games, Inc.
 
135,230

208,230

*

12



LocalResponse, Inc.
 
267,963

267,963

3/1/2016
Madison Reed, Inc.
 
1,417,473

1,417,473

6/1/2018
MediaSpike, Inc.
 
51,693

176,693

*
MeetMe, Inc.
 
1,100,712

1,100,712

4/1/2016
Minno, Inc.
 
1,601,177

1,601,177

3/1/2018
Moda Operandi, Inc.
 
95,556

95,556

12/1/2015
Monetate, Inc.
 
3,118,574

3,118,574

6/1/2018
Navigating Cancer, Inc.
 
737,899

737,899

7/1/2016
Osix Corp.
 
244,727

244,727

10/1/2016
Piryx, Inc.
 
1,238,817

1,518,817

*
Pixalate, Inc.
 
364,994

364,994

3/1/2017
Playstudios, Inc.
 
3,104,482

3,104,482

6/1/2018
Pleying, Inc.
 
165,252

165,252

12/1/2016
Quantcast Corp.
 
5,473,212

5,473,212

4/1/2017
Quri, Inc.
 
1,924,853

1,924,853

6/1/2018
Radius Intelligence, Inc.
 
1,625,219

1,625,219

10/1/2017
Relay Network, LLC
 
184,626

184,626

7/1/2015
Retail Innovation Group
 
1,383,243

1,383,243

7/1/2016
Rivet Games, Inc.
 
108,082

175,082

*
The SavvySource For Parents, Inc.
 
274,883

274,883

12/1/2016
Schooltube, Inc.
 
0

108,222

*
ServiceMarketplace, Inc.
 
205,926

205,926

7/1/2017
Session M, Inc.
 
1,399,583

1,399,583

2/1/2017
Smart Lunches, Inc.
 
134,005

134,005

6/1/2016
Sociable Labs, Inc.
 
266,736

266,736

7/1/2016
The Black Tux, Inc.
 
725,101

725,101

2/1/2018
The Lucky Group Inc.
 
2,700,103

5,400,103

8/1/2018
UserVoice, Inc.
 
217,136

217,136

11/1/2015
Weddington Way, Inc.
 
694,899

694,899

11/1/2016
WHI, Inc.
 
1,721,578

1,721,578

7/1/2017
YouDocs Beauty, Inc.
 
                971,998

          1,171,998

5/1/2018
Subtotal:
43.0%
49,953,023

 $ 56,791,809

 
 
 
 
 
 
Medical Devices
 
 
 
 
AxioMed, Inc.
 
 $ 14,238

 $ 1,560,238

*
Blockade Medical, LLC
 
468,213

468,213

9/1/2017
Cayenne Medical, Inc.
 
4,458,373

4,458,373

12/1/2017
HourGlass Technologies, Inc.
 
243,351

869,351

*
MimOSA, Inc.
 
202,437

202,437

12/1/2016
Redox Medical, Inc.
 
                500,000

          3,600,000

*
Subtotal:
5.1%
 $ 5,886,612

 $ 11,158,612

 
 
 
 
 
 
Other Healthcare
 
 
 
 
Cogito Health, Inc.
 
 $ 465,226

 $ 465,226

4/1/2017
Health Integrated, Inc.
 
1,913,481

1,913,481

10/1/2017
HealthEquityLabs, Inc.
 
932,835

932,835

6/1/2018
Mulberry Health, Inc.
 
4,483,759

4,483,759

12/1/2017

13



Physician Software Systems, LLC
 
450,191

450,191

7/1/2017
Practice Fusion, Inc.
 
3,771,642

3,771,642

6/1/2016
Project Healthy Living, Inc.
 
786,520

786,520

10/1/2016
Therapydia, Inc.
 
551,703

551,703

10/1/2017
Urgent Care Centers of New England, Inc.
 
              2,363,144

          2,363,144

4/1/2018
Subtotal:
13.5%
 $ 15,718,501

 $ 15,718,501

 
 
 
 
 
 
Other Technology
 
 
 
 
21e6, Inc.
 
 $ 11,825,686

 $ 11,825,686

8/1/2017
Automatic Labs, Inc.
 
679,826

679,826

12/1/2016
Beeline Bikes, Inc.
 
124,805

124,805

6/1/2017
Daylight Solutions, Inc.
 
2,095,791

2,095,791

8/1/2017
Ecologic Brands, Inc.
 
575,483

575,483

6/1/2017
General Assembly, Inc.
 
1,740,206

1,740,206

12/1/2016
InsideTrack, Inc.
 
1,260,865

1,260,865

9/1/2017
LanzaTech New Zealand, Ltd.
 
6,689,741

6,689,741

7/1/2016
Lumo BodyTech, Inc.
 
1,186,681

1,186,681

12/1/2017
Neuehouse, LLC
 
3,727,334

3,727,334

7/1/2017
nWay, Inc.
 
1,303,691

1,303,691

3/1/2018
Pinnacle Engines, Inc.
 
1,129,770

1,129,770

12/1/2017
PLAE, Inc.
 
424,554

424,554

6/1/2017
Prana Holdings, Inc.
 
3,811,300

3,811,300

7/1/2016
Scoot Networks, Inc.
 
377,431

377,431

3/1/2017
Skully Helmets, Inc.
 
217,647

217,647

7/1/2017
Sproutling, Inc.
 
655,767

655,767

9/1/2017
Thoughtful Media Group, Inc.
 
165,808

345,808

*
Tribogenics, Inc.
 
1,018,156

1,018,156

9/1/2016
YPX Cayman Holdings Co.
 
796,365

796,365

4/1/2016
ZeaChem, Inc.
 
                110,960

          3,812,960

*
Subtotal:
34.4%
 $ 39,917,867

 $ 43,799,867

 
 
 
 
 
 
Security
 
 
 
 
Agari Data, Inc.
 
 $ 999,703

 $ 999,703

9/1/2017
Guardian Analytics, Inc.
 
2,870,693

2,870,693

1/1/2018
Uplogix, Inc.
 
1,207,779

1,207,779

5/1/2017
Venafi, Inc.
 
              3,406,919

          3,406,919

6/1/2017
Subtotal:
7.3%
 $ 8,485,094

 $ 8,485,094

 
 
 
 
 
 
Software
 
 
 
 
3Scale, Inc.
 
 $ 674,190

 $ 674,190

9/1/2017
AcousticEye, Ltd.
 
116,941

116,941

12/1/2015
Appconomy, Inc.
 
826,362

1,839,362

*
Apportable, Inc.
 
751,949

751,949

3/1/2017
Atigeo, LLC.
 
2,810,298

2,810,298

9/1/2017
Beanstock Media, Inc.
 
1,340,196

1,340,196

12/1/2018
BlazeMeter, Inc.
 
904,527

904,527

1/1/2018

14



Brightpearl, Inc.
 
388,535

388,535

6/1/2016
ClearPath, Inc.
 
234,065

234,065

5/1/2016
Clypd, Inc.
 
505,095

505,095

11/1/2016
Corduro, Inc.
 
34,712

124,712

*
DropThought, Inc.
 
425,303

425,303

12/1/2016
eCommera, Inc.
 
3,440,454

3,440,454

3/1/2017
Encoding.com, Inc.
 
457,087

457,087

11/1/2016
gloStream, Inc.
 
901,560

1,201,560

*
Innerworkings Holdings, Ltd.
 
4,845

332,067

*
Intalio, Inc.
 
179,413

179,413

8/1/2015
MediaPlatform, Inc.
 
469,711

469,711

9/1/2016
Mintigo, Inc.
 
1,363,714

1,363,714

1/1/2018
Nectar Holdings, Inc.
 
1,128,261

1,128,261

12/1/2017
OrderGroove, Inc.
 
806,682

806,682

12/1/2017
Palantir Technologies, Inc.
 
5,710,926

5,710,926

4/1/2016
Pursway, Inc.
 
1,012,938

1,012,938

7/1/2016
SCVNGR, Inc.
 
1,600,861

1,600,861

10/1/2016
SnapLogic, Inc.
 
1,586,208

1,586,208

7/1/2016
SoundHound, Inc.
 
3,256,049

3,256,049

5/1/2017
STG-Impact Holdings Corp.
 
4,828,504

4,828,504

3/1/2016
StreetLight Data, Inc.
 
574,319

574,319

4/1/2017
Superfish, Inc.
 
211,258

211,258

10/1/2015
Top Hat Monocle Corp.
 
549,150

549,150

7/1/2016
Vuemix, Inc.
 
20,319

20,319

8/1/2015
Workspot, Inc.
 
145,058

145,058

9/1/2016
Xceedium, Inc.
 
37,716

37,716

4/1/2015
ZeroTurnaround USA, Inc.
 
              1,434,085

          1,434,085

6/1/2018
Subtotal:
33.3%
 $ 38,731,291

 $ 40,461,513

 
 
 
 
 
 
Technology Services
 
 
 
 
Akademos, Inc.
 
 $ 824,042

 $ 824,042

6/1/2017
Amped, Inc.
 
1,374,774

1,374,774

11/1/2017
BidPal, Inc.
 
525,513

525,513

4/1/2016
Blazent, Inc.
 
489,429

489,429

5/1/2016
Blue Technologies Limited
 
642,629

642,629

6/1/2017
BountyJobs, Inc.
 
626,512

626,512

10/1/2017
Callisto Media, Inc.
 
498,867

498,867

9/1/2016
FSA Store, Inc.
 
1,128,236

1,128,236

9/1/2017
Grassroots Unwired, Inc.
 
62,751

62,751

8/1/2016
Maxi Mobility, Inc.
 
133,738

133,738

7/1/2016
Rated People, Ltd.
 
1,124,901

1,469,902

*
Stackstorm, Inc.
 
263,507

263,507

8/1/2017
TiqIQ, Inc.
 
                232,604

            232,604

7/1/2017
Subtotal:
6.8%
 $ 7,927,503

 $ 8,272,504

 
 
 
 
 
 
Wireless
 
 
 
 
Azumio, Inc.
 
 $ 570,259

 $ 760,259

*

15



Clementine Labs, Inc.
 
213,102

213,102

3/1/2017
GPShopper, LLC
 
601,616

601,616

7/1/2017
InfoReach, Inc.
 
391,765

391,765

3/1/2017
Meru Networks, Inc.
 
1,777,937

1,777,937

8/1/2015
Receivd, Inc.
 
154,959

382,959

*
SpiderCloud Wireless, Inc.
 
              4,643,666

          4,643,666

7/1/2017
Subtotal:
7.2%
 $ 8,353,304

 $ 8,771,304

 
 
 
 
 
 
Total (Cost of $200,167,406):
157.9%
183,481,397

200,167,406

 


*As of March 31, 2015, loans with a cost basis of $21.2 million and a fair value of $7.4 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.

All loans as of December 31, 2014 were to non-affiliates and consisted of the following:
 
 
Estimated Fair
Par Value
Final
Borrower
 
Value 12/31/14
Value 12/31/14
Maturity Date
Carrier Networking
 
 
 
 
Treq Labs, Inc.
 
 $ 1,823,279
 $ 1,823,279
*
Subtotal:
1.3%
 $ 1,823,279
 $ 1,823,279
 
 
 
 
 
 
Computers & Storage
 
 
 
 
Clustrix, Inc.
 
 $ 2,134,611
 $ 2,134,611
5/1/2017
Connected Data, Inc.
 
1,881,044
1,881,044
5/1/2017
D-Wave Systems, Inc.
 
1,598,859
1,598,859
2/1/2017
Gridstore, Inc.
 
1,413,836
1,413,836
6/1/2017
Veloxum, Inc.
 
416,093
416,093
*
Vidcie, Inc.
 
                 431,642
                 431,642
12/1/2015
Subtotal:
5.7%
 $ 7,876,085
 $ 7,876,085
 
 
 
 
 
 
Enterprise Networking
 
 
 
 
Apprion, Inc.
 
 $ 534,558
 $ 534,558
4/1/2016
Splashtop, Inc.
 
              1,127,792
               1,127,792
5/1/2016
Subtotal:
1.2%
 $ 1,662,350
 $ 1,662,350
 
 
 
 
 
 
Internet
 
 
 
 
Behalf, Inc.
 
 $ 1,488,729
 $ 1,488,729
5/1/2017
Better Doctor, Inc.
 
304,363
304,363
6/1/2016
Change.org, Inc.
 
1,923,173
1,923,173
11/1/2016
CloudTalk, Inc.
 
5,000
124,008
*
CustomMade, Inc.
 
1,713,379
1,713,379
5/1/2017
DailyFeats, Inc.
 
210,068
210,068
1/1/2016
Desti, Inc.
 
38,983
43,283
*
Digital Caddies, Inc.
 
854,469
854,469
6/1/2017
FanBridge, Inc.
 
453,896
643,896
*
FanDuel, Inc.
 
1,400,975
1,400,975
9/1/2016
Fast Labs, Inc.
 
373,488
373,488
3/1/2017

16



Fingi, Inc.
 
275,000
352,718
6/1/2018
FlipTop, Inc.
 
379,583
379,583
6/1/2017
Giddy Apps, Inc.
 
938,861
938,861
12/1/2017
Giga Omni Media, Inc.
 
2,498,405
2,498,405
2/1/2016
Giveforward, Inc.
 
474,588
474,588
7/1/2017
Good Eggs, Inc.
 
303,029
303,029
6/1/2016
Grovo Learning, Inc.
 
876,425
876,425
3/1/2017
HEXAGRAM 49, Inc.
 
421,188
421,188
1/1/2016
Inside Vault, Inc.
 
437,370
437,370
5/1/2017
Jun Group, LLC
 
710,184
710,184
2/1/2017
KargoCard, Co.
 
473,843
473,843
1/1/2016
Kitsy Lane, Inc.
 
193,730
193,730
12/1/2016
Kiwi Crate, Inc.
 
1,042,522
1,042,522
7/1/2017
Komli Media, Inc.
 
2,981,677
2,981,677
11/1/2015
Kulbyt, Inc.
 
109,363
109,363
8/1/2015
Lenddo International, Inc.
 
1,045,505
1,045,505
12/1/2015
Lightside Games, Inc.
 
162,230
235,230
*
LocalResponse, Inc.
 
341,958
341,958
3/1/2016
MassDrop, Inc.
 
358,248
358,248
9/1/2017
MediaSpike, Inc.
 
207,440
207,440
12/1/2016
MeetMe, Inc.
 
1,322,995
1,322,995
4/1/2016
Minno, Inc.
 
1,588,734
1,588,734
3/1/2018
Moda Operandi, Inc.
 
125,127
125,127
12/1/2015
Modasuite, Inc.
 
1,256,711
1,256,711
7/1/2016
Monetate, Inc.
 
3,736,811
3,736,811
6/1/2018
Moveline, Inc.
 
0
929,799
*
Navigating Cancer, Inc.
 
934,389
934,389
7/1/2016
Osix Corp.
 
302,026
302,026
10/1/2016
PerformLine, Inc.
 
68,562
68,562
5/1/2015
Piryx, Inc.
 
1,511,061
1,511,061
6/1/2017
Pixalate, Inc.
 
407,620
407,620
3/1/2017
Playstudios, Inc.
 
3,400,117
3,400,117
6/1/2018
Pleying, Inc.
 
184,031
184,031
12/1/2016
Quantcast Corp.
 
7,331,527
7,331,527
4/1/2017
Quri, Inc.
 
1,906,998
1,906,998
6/1/2018
Radius Intelligence, Inc.
 
1,608,479
1,608,479
10/1/2017
Relay Network, LLC
 
435,496
435,496
7/1/2015
Retail Innovation Group, Inc.
 
1,611,875
1,611,875
7/1/2016
Rivet Games, Inc.
 
123,082
190,082
*
The SavvySource For Parents, Inc.
 
396,598
396,598
12/1/2016
Schooltube, Inc.
 
68,222
108,222
*
ServiceMarketplace, Inc.
 
215,178
215,178
7/1/2017
Session M, Inc.
 
1,557,014
1,557,014
2/1/2017
Smart Lunches, Inc.
 
155,505
155,505
6/1/2016
Sociable Labs, Inc.
 
313,361
313,361
7/1/2016
TangoCard, Inc.
 
47,019
47,019
3/1/2015

17



The Black Tux, Inc.
 
722,390
722,390
2/1/2018
The Lucky Group Inc.
 
4,845,416
5,345,416
8/1/2018
UserVoice, Inc.
 
317,346
317,346
11/1/2015
Waluzi, Inc.
 
79,987
79,987
8/1/2016
Weddington Way, Inc.
 
815,644
815,644
11/1/2016
WHI, Inc.
 
1,877,385
1,877,385
7/1/2017
YouDocs Beauty, Inc.
 
                 961,655
               1,161,655
5/1/2018
Subtotal:
46.1%
 $ 63,226,033
 $ 65,426,858
 
 
 
 
 
 
Medical Devices
 
 
 
 
AxioMed, Inc.
 
 $ 23,748
 $ 1,569,748
*
Blockade Medical, LLC
 
463,868
463,868
9/1/2017
Cayenne Medical, Inc.
 
4,765,638
4,765,638
12/1/2017
Cervilenz, Inc.
 
1,823,990
1,823,990
4/1/2016
HourGlass Technologies, Inc.
 
243,351
869,351
*
MimOSA, Inc.
 
194,284
194,284
12/1/2015
NasoForm, Inc.
 
30,077
30,077
2/1/2015
Redox Medical, Inc.
 
500,000
3,600,000
 
Sonoma Orthopedic Products, Inc.
 
              2,362,253
               2,362,253
4/1/2016
Subtotal:
7.6%
 $ 10,407,209
 $ 15,679,209
 
 
 
 
 
 
Other Healthcare
 
 
 
 
Cogito Health, Inc.
 
 $ 512,736
 $ 512,736
4/1/2017
Health Integrated, Inc.
 
2,089,102
2,089,102
10/1/2017
HealthEquityLabs, Inc.
 
927,690
927,690
6/1/2018
Mulberry Health, Inc.
 
4,812,610
4,812,610
12/1/2017
Physician Software Systems, LLC
 
476,037
476,037
7/1/2017
Practice Fusion, Inc.
 
4,443,620
4,443,620
6/1/2016
Project Healthy Living, Inc.
 
892,851
892,851
10/1/2016
Therapydia, Inc.
 
602,420
602,420
10/1/2017
Urgent Care Centers of New England, Inc.
 
2,349,955
2,349,955
4/1/2018
ZocDoc, Inc.
 
              4,517,666
               4,517,666
6/1/2017
Subtotal:
15.8%
 $ 21,624,687
 $ 21,624,687
 
 
 
 
 
 
Other Technology
 
 
 
 
21e6, LLC
 
 $ 12,754,495
 $ 12,754,495
8/1/2017
Automatic Labs, Inc.
 
766,320
766,320
12/1/2016
Beeline Bikes, Inc.
 
135,592
135,592
6/1/2017
Daylight Solutions, Inc.
 
2,571,168
2,571,168
8/1/2017
Ecologic Brands, Inc.
 
635,944
635,944
6/1/2017
General Assembly, Inc.
 
1,956,427
1,956,427
12/1/2016
InsideTrack, Inc.
 
1,304,318
1,304,318
9/1/2017
LanzaTech New Zealand, Ltd.
 
8,090,966
8,090,966
7/1/2016
Lumo BodyTech, Inc.
 
1,179,641
1,179,641
12/1/2017
Neuehouse, LLC
 
3,997,428
3,997,428
7/1/2017
nWay, Inc.
 
1,361,505
1,361,505
3/1/2018
Pinnacle Engines, Inc.
 
1,583,540
1,583,540
12/1/2017

18



PLAE, Inc.
 
462,689
462,689
6/1/2017
Prana Holdings, Inc.
 
4,514,012
4,514,012
7/1/2016
Scoot Networks, Inc.
 
414,974
414,974
3/1/2017
Skully Helmets, Inc.
 
227,456
227,456
7/1/2017
Sproutling, Inc.
 
709,251
709,251
9/1/2017
Thoughtful Media Group, Inc.
 
393,020
573,020
*
Tribogenics, Inc.
 
1,186,455
1,186,455
9/1/2016
YPX Cayman Holdings Co.
 
1,003,708
1,003,708
4/1/2016
ZeaChem, Inc.
 
                 374,248
               4,076,248
*
Subtotal:
33.3%
 $ 45,623,157
 $ 49,505,157
 
 
 
 
 
 
Security
 
 
 
 
Agari Data, Inc.
 
 $ 1,082,097
 $ 1,082,097
9/1/2017
Guardian Analytics, Inc.
 
2,856,906
2,856,906
1/1/2018
Kinamik, Inc.
 
633,670
643,670
*
Uplogix, Inc.
 
1,250,804
1,250,804
5/1/2017
Venafi, Inc.
 
3,709,903
3,709,903
6/1/2017
Voltage Security, Inc.
 
              2,369,626
               2,369,626
9/1/2017
Subtotal:
8.7%
 $ 11,903,006
 $ 11,913,006
 
 
 
 
 
 
Software
 
 
 
 
3Scale, Inc.
 
 $ 712,931
 $ 712,931
9/1/2017
AcousticEye, Ltd.
 
153,386
153,386
12/1/2015
Appconomy, Inc.
 
1,024,362
2,037,362
*
Apportable, Inc.
 
835,072
835,072
3/1/2017
Artificial Solutions ASH AB
 
123,155
123,155
2/1/2015
Atigeo, LLC
 
2,784,801
2,784,801
9/1/2017
Beanstock Media, Inc.
 
1,336,495
1,336,495
12/1/2018
BlazeMeter, Inc.
 
699,151
699,151
10/1/2017
Brightpearl, Inc.
 
457,337
457,337
6/1/2016
ClearPath, Inc.
 
275,217
275,217
5/1/2016
Clypd, Inc.
 
571,745
571,745
11/1/2016
Corduro, Inc.
 
42,212
132,212
*
D Software, Inc.
 
156,130
156,130
6/1/2016
Dataium, LLC
 
162,472
354,472
7/1/2016
DropThought, Inc.
 
477,668
477,668
12/1/2016
eCommera, Inc.
 
3,885,784
3,885,784
3/1/2017
Encoding.com, Inc.
 
524,900
524,900
11/1/2016
gloStream, Inc.
 
939,981
1,239,981
*
Innerworkings Holdings, Ltd.
 
14,249
341,471
*
Intalio, Inc.
 
286,710
286,710
8/1/2015
MediaPlatform, Inc.
 
563,199
563,199
9/1/2016
Mintigo, Inc.
 
1,427,018
1,427,018
1/1/2018
Nectar Holdings, Inc.
 
1,171,556
1,171,556
12/1/2017
OrderGroove, Inc.
 
878,707
878,707
12/1/2016
Palantir Technologies, Inc.
 
6,892,406
6,892,406
4/1/2016
Pursway, Inc.
 
1,078,449
1,078,449
7/1/2016

19



Riskonnect, Inc.
 
184,191
184,191
8/1/2015
SCVNGR, Inc.
 
1,821,982
1,821,982
10/1/2016
SnapLogic, Inc.
 
1,648,742
1,648,742
7/1/2016
SoundHound, Inc.
 
3,640,099
3,640,099
5/1/2017
STG-Impact Holdings Corp.
 
5,677,173
5,677,173
3/1/2016
StreetLight Data, Inc.
 
635,179
635,179
4/1/2017
Superfish, Inc.
 
376,601
376,601
10/1/2015
Top Hat Monocle Corp.
 
640,324
640,324
7/1/2016
Vuemix, Inc.
 
44,466
44,466
8/1/2015
Workspot, Inc.
 
164,807
164,807
9/1/2016
Xceedium, Inc.
 
147,224
147,224
4/1/2015
ZeroTurnaround USA, Inc.
 
              1,428,219
               1,428,219
6/1/2018
Subtotal:
32.0%
 $ 43,884,100
 $ 45,806,322
 
 
 
 
 
 
Technology Services
 
 
 
 
Akademos, Inc.
 
 $ 890,914
 $ 890,914
6/1/2017
Amped, Inc
 
1,431,563
1,431,563
11/1/2017
BidPal, Inc.
 
623,702
623,702
4/1/2016
Blazent, Inc.
 
583,639
583,639
5/1/2016
Blue Technologies, Ltd.
 
700,984
700,984
6/1/2017
BountyJobs, Inc.
 
909,044
909,044
10/1/2017
Callisto Media, Inc.
 
576,716
576,716
9/1/2016
FSA Store, Inc.
 
1,220,757
1,220,757
9/1/2017
Grassroots Unwired, Inc.
 
73,323
73,323
8/1/2016
Maxi Mobility, Inc.
 
154,981
154,981
7/1/2016
Rated People, Ltd.
 
1,913,091
1,913,091
12/1/2016
Stackstorm, Inc.
 
267,700
267,700
8/1/2017
TiqIQ, Inc.
 
                 244,011
                 244,011
7/1/2017
Subtotal:
7.0%
 $ 9,590,425
 $ 9,590,425
 
 
 
 
 
 
Wireless
 
 
 
 
Appstack, Inc.
 
0
295,965
 
Azumio, Inc.
 
675,052
675,052
11/1/2015
Clementine Labs, Inc.
 
235,375
235,375
3/1/2017
Flint Mobile, Inc.
 
571,293
571,293
1/1/2016
GPShopper, LLC
 
685,378
685,378
7/1/2017
InfoReach, Inc.
 
431,000
431,000
3/1/2017
Meru Networks, Inc.
 
2,791,500
2,791,500
8/1/2015
Receivd, Inc.
 
40,459
420,459
*
SpiderCloud Wireless, Inc.
 
              4,695,305
               4,695,305
7/1/2017
Subtotal:
7.4%
 $ 10,125,362
 $ 10,801,327
 
 
 
 
 
 
Total (Cost of $239,908,705):
166.2%
 $ 227,745,693
 $ 241,708,705
 
 
 
 
 
 


20




*As of December 31, 2014, loans with a cost basis of $18.5 million and a fair value of $7.3 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.

The Fund provides asset-based financing primarily to start-up and emerging growth venture-capital-backed companies.  These loans are generally secured by assets of the borrowers.  As a result, the Fund is subject to general credit risk associated with such companies.  As of March 31, 2015 and December 31, 2014, the Fund had unexpired unfunded commitments to borrowers of $15.8 million and $21.2 million, respectively.

Valuation Hierarchy
 
Under FASB Accounting Standards Codification (ASC) 820-10, 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.

Transfer of investments between levels of the fair value hierarchy is 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, 2015.

The Fund's cash equivalents were valued at the traded net asset value of the money market mutual fund. As a result, these measurements are classified as Level 1. The Fund's investments in the interest rate swaps are based on quotes from the market makers and therefore, are classified as Level 2. The Fund uses estimated exit values when determining the value of its investments.  Because loan transactions are individually negotiated and unique, and there is no market in which these assets trade, the inputs for these assets, which are discussed in the Valuation Methods listed above, are classified as Level 3.




















21









The following tables provide quantitative information about the Fund's Level 3 fair value measurements of its investments as of March 31, 2015 and December 31, 2014. 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. The below tables are not intended to be all-inclusive, but rather to provide information on significant Level 3 inputs as they relate to the Fund's fair value measurements.
Investment Type
 
 
 
 
 
 
 
 
- Level 3
 
Fair Value at
 
Valuation Techniques/
 
 
 
Weighted Average/
Debt Investments
 
3/31/2015
 
Methodologies
 
Unobservable Input
 
Range
Computer & Storage
 
$7,111,627
 
Hypothetical Market Analysis
 
Hypothetical Market Coupon Rate
 
19%
 
 
 
 
Liquidation
 
Investment Collateral
 
$416,093
 
 
 
 
 
 
 
 
 
Enterprise Networking
$1,396,575
 
Hypothetical Market Analysis
 
Hypothetical Market Coupon Rate
 
17%
 
 
 
 
 
 
 
 
 
Internet
 
49,953,023
 
Hypothetical Market Analysis
 
Hypothetical Market Coupon Rate
 
15%
 
 
 
 
Liquidation
 
Investment Collateral
 
$0- $1,238,817
 
 
 
 
 
 
 
 
 
Medical Devices
 
$5,886,612
 
Hypothetical Market Analysis
 
Hypothetical Market Coupon Rate
 
15%
 
 
 
 
Liquidation
 
Investment Collateral
 
$14,238-$500,000
 
 
 
 
 
 
 
 
 
Other Healthcare
 
$15,718,501
 
Hypothetical Market Analysis
 
Hypothetical Market Coupon Rate
 
14%
 
 
 
 
 
 
 
 
 
Other Technology
 
$39,917,867
 
Hypothetical Market Analysis
 
Hypothetical Market Coupon Rate
 
15%
 
 
 
 
Liquidation
 
Investment Collateral
 
$110,960-$165,808
 
 
 
 
 
 
 
 
 
Security
 
$8,485,094
 
Hypothetical Market Analysis
 
Hypothetical Market Coupon Rate
 
16%
 
 
 
 
 
 
 
 
 
Software
 
$38,731,291
 
Hypothetical Market Analysis
 
Hypothetical Market Coupon Rate
 
16%
 
 
 
 
Liquidation
 
Investment Collateral
 
$4,845-$901,560
 
 
 
 
 
 
 
 
 
Technology Services
 
$7,927,503
 
Hypothetical Market Analysis
 
Hypothetical Market Coupon Rate
 
17%
 
 
 
 
Liquidation
 
Investment Collateral
 
$1,124,901
 
 
 
 
 
 
 
 
 
Wireless
 
$8,353,304
 
Hypothetical Market Analysis
 
Hypothetical Market Coupon Rate
 
16%
 
 
 
 
Liquidation
 
Investment Collateral
 
$154,959-$570,259
 
 
 
 
 
 
 
 
 
Total
 
183,481,397
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 


22



Investment Type
 
 
 
 
 
 
 
 
- Level 3
 
Fair Value at
 
Valuation Techniques/
 
 
 
Weighted Average/
Debt Investments
 
12/31/2014
 
Methodologies
 
Unobservable Input
 
Range
Carrier Networking
 
$1,823,279
 
Liquidation
 
Investment Collateral
 
$1,823,279
 
 
 
 
 
 
 
 
 
Computer & Storage
 
$7,876,085
 
Hypothetical Market Analysis
 
Hypothetical Market Coupon Rate
 
19%
 
 
 
 
Liquidation
 
Investment Collateral
 
$416,093
 
 
 
 
 
 
 
 
 
Enterprise Networking
$1,662,350
 
Hypothetical Market Analysis
 
Hypothetical Market Coupon Rate
 
17%
 
 
 
 
 
 
 
 
 
Internet
 
$63,226,033
 
Hypothetical Market Analysis
 
Hypothetical Market Coupon Rate
 
16%
 
 
 
 
Liquidation
 
Investment Collateral
 
$0- $453,896
 
 
 
 
 
 
 
 
 
Medical Devices
 
$10,407,209
 
Hypothetical Market Analysis
 
Hypothetical Market Coupon Rate
 
15%
 
 
 
 
Liquidation
 
Investment Collateral
 
$23,748-$500,000
 
 
 
 
 
 
 
 
 
Other Healthcare
 
$21,624,687
 
Hypothetical Market Analysis
 
Hypothetical Market Coupon Rate
 
15%
 
 
 
 
 
 
 
 
 
Other Technology
 
$45,623,157
 
Hypothetical Market Analysis
 
Hypothetical Market Coupon Rate
 
15%
 
 
 
 
Liquidation
 
Investment Collateral
 
$374,248-$393,020
 
 
 
 
 
 
 
 
 
Security
 
$11,903,006
 
Hypothetical Market Analysis
 
Hypothetical Market Coupon Rate
 
16%
 
 
 
 
Liquidation
 
Investment Collateral
 
$633,670
 
 
 
 
 
 
 
 
 
Software
 
$43,884,100
 
Hypothetical Market Analysis
 
Hypothetical Market Coupon Rate
 
16%
 
 
 
 
Liquidation
 
Investment Collateral
 
$14,249-$1,024,362
 
 
 
 
 
 
 
 
 
Technology Services
 
$9,590,425
 
Hypothetical Market Analysis
 
Hypothetical Market Coupon Rate
 
16%
 
 
 
 
 
 
 
 
 
Wireless
 
$10,125,362
 
Hypothetical Market Analysis
 
Hypothetical Market Coupon Rate
 
16%
 
 
 
 
Liquidation
 
Investment Collateral
 
$0-$40,459
 
 
 
 
 
 
 
 
 
Total
 
 $ 227,745,693
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 


The following table presents the balances of assets and liabilities as of March 31, 2015 and December 31, 2014 measured at fair value on a recurring basis:

As of March 31, 2015
Level 1
 
Level 2
 
Level 3
 
Total
ASSETS:
 
 
 
 
 
 
 
Loans*

 
$

 
$
183,481,397

 
$
183,481,397

Other Investment

 
73,461

 

 
73,461

Cash equivalents
19,032,323

 

 

 
19,032,323

Total
$
19,032,323

 
$
73,461

 
$
183,481,397

 
$
202,587,181

 
 
 
 
 
 
 
 
As of December 31, 2014
Level 1
 
Level 2
 
Level 3
 
Total
ASSETS:
 
 
 
 
 
 
 
Loans*
$

 
$

 
$
227,745,693

 
$
227,745,693

Other Investment

 
149,844

 

 
149,844

Cash equivalents
14,006,961

 

 

 
14,006,961

Total
$
14,006,961

 
$
149,844

 
$
227,745,693

 
$
241,902,498

 
 
 
 
 
 
 
 

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





23



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, 2015
 
 
Loans
Warrants
Stock
Convertible Note
Beginning balance
 
$
227,745,693

$

$

$

Acquisitions and originations
 
2,112,500

416,950

642,227

250,000

Principal reductions
 
(40,835,768
)



Distribution to shareholder
 


(416,950
)
(642,227
)
(250,000
)
Net change in unrealized gain (loss) from investments
 
(4,522,997
)



Net realized loss from investments
 
(1,018,031
)



Ending balance
 
$
183,481,397

$

$

$

Net change in unrealized loss on investments relating to investments still held at March 31, 2015
 
$
(6,028,478
)
 
 
 

 
 
For the Three Months Ended March 31, 2014
 
 
Loans
 
Warrants
 
Convertible Note
Beginning balance
 
$
293,800,885

 
$

 
$

Acquisitions and originations
 
31,830,000

 
3,309,433

 
37,154

Principal reductions
 
(45,705,924
)
 

 

Distribution to shareholder
 

 
(3,309,433
)
 
(37,154
)
Net change in unrealized loss from investments
 
1,186,141

 

 

Net realized loss from investments
 
(1,309,141
)
 

 

Ending balance
 
$
279,801,961

 
$

 
$

Net change in unrealized loss on investments relating to investments still held at March 31, 2014
 
$
(309,449
)
 
 
 
 


4.
EARNINGS PER SHARE

Basic earnings per share are computed by dividing net increase in net assets resulting from operations by the weighted average common shares outstanding.  Diluted earnings per share are computed by dividing net increase in net assets resulting from operations by the weighted average common shares outstanding, including the dilutive effects of potential common shares (e.g., stock options).  The Fund held no instruments that would be potential common shares; thus, reported basic and diluted earnings per share are the same.

5.
CAPITAL STOCK

As of March 31, 2015 and December 31, 2014, there were 10,000,000 shares of $0.001 par value common stock authorized, and 100,000 shares issued and outstanding.  Total committed capital of the Company, as of March 31, 2015, was $294.0 million.  Total contributed capital to the Company through March 31, 2015 and December 31, 2014 was $279.3 million, of which $241.5 million was contributed to the Fund.  


24



The chart below shows the distributions of the Fund for the three months ended March 31, 2015 and 2013.
 
For the Three Months Ended March 31, 2015
 
For the Three Months Ended March 31, 2014
Cash distributions
$
22,000,000

 
$
16,800,000

Distributions of equity securities
1,309,177

 
3,346,587

 
 
 
 
Total distributions to shareholder
$
23,309,177

 
$
20,146,587


Final classification of the distributions as either a return of capital or a distribution of income is an annual determination made at the end of each year dependent upon the Fund's current year and cumulative earnings and profits.

6. DEBT FACILITY

The Fund established a secured revolving loan facility in an amount of up to $160 million with Union Bank, N.A., Wells Fargo Bank, N.A. and Bank Leumi USA on September 23, 2011 (the "Loan Agreement"). 

The Loan Agreement was extended on September 23, 2014 and then amended and restated in its entirely on September 30, 2014, reducing the size to $120 million, and securing an initial 12-month repayment plan and a subsequent 18-month amortized repayment plan. Amounts borrowed under the Loan Agreement may be, at the option of the Fund, either Reference Rate loans (as defined in the Loan Agreement) or LIBOR loans. As of March 31, 2015, $87.7 million was outstanding under the Loan Agreement. The Loan Agreement will terminate on March 23, 2017, but can be accelerated under an event of default such as failure by the Fund to make timely interest or principal payments.

Borrowings under the Loan Agreement are collateralized by receivables under loans advanced by the Fund with assignment to the financial institution, plus other assets of the Fund. The Fund pays a commitment fee of 0.325 percent (annual fee paid quarterly) based on the total unused portion of the facility.  The Fund pays interest on its borrowings. The facility revolves for 12 months, at which time the Loan Agreement size begins to reduce.

Bank fees of $280,000 were incurred in connection with the renewal of the facility on September 30, 2014. The bank fees and other costs incurred will be capitalized and amortized to interest expense on a straight line basis over the expected life of the facility. Fees and costs previously incurred under the facility have been fully amortized.

The facility contains various covenants including financial covenants related to: (i) debt to net worth ratio, (ii) minimum debt service coverage ratio, (iii) interest coverage ratio, (iv) asset coverage, (v) asset coverage under investment company act, (vi) maximum loan loss reserves, and (vii) unfunded commitment ratio. There are also various restrictive covenants, including limitations on (i) the incurrence of liens, (ii) consolidations, mergers and asset sales, and (iii) capital expenditures. As of March 31, 2015, 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, 2015:
Roll-Over Date
Amount
 
Maturity Date
Floating Interest Rate
March 13, 2015
$
16,000,000

(*)
4/13/2015
2.93%
March 13, 2015
$
71,700,000

 
6/15/2015
3.02%
TOTAL OUTSTANDING
$
87,700,000

 
 
 
(*) $7.7 million was paid on 4/10/2015 and $8.3 million loan was subsequently rolled for a 60-day LIBOR loan, maturing on June 12, 2015.



25



7. INTEREST RATE CAP AGREEMENT

As of March 31, 2015, the Fund has entered into interest rate cap transactions with MUFG Union Bank, N.A. and Wells Fargo Bank, N.A. with a notional principal amount of $63 million for both agreements, 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, as the Fund originates loans with fixed interest rates. The Fund continues to adjust the notional principal amount as the outstanding balance under the debt facility changes. The Fund paid upfront fees of $0.2 million which are amortized on a straight line basis over the life of the instrument and receives from the counterparty a payment of interest amounts above the 0.7% cap based on 30-day LIBOR. Payments, if necessary are made monthly and will terminate on March 23, 2017.

As of March 31, 2015 and December 31, 2014, the fair value of the Fund's derivative financial instruments was as follows:
 
 
Asset Derivatives
 
 
March 31, 2015
 
December 31, 2014
Derivatives Not Designated as Hedging Instruments:
 
Balance Sheet Location
 
Fair Value
 
Balance Sheet Location
 
Fair Value
Interest rate cap agreement
 
Other Investment
 
 
$
73,461

 
 
Other Investment
 
$
149,844


For the three months ended March 31, 2015 , the derivative financial instruments had the following effect on the Condensed Statements of Operations:

Derivatives Not Designated as Hedging Instruments:
 
Location of Loss Recognized
 
 
For the Three Months Ended March 31, 2015
Interest rate cap agreement
 
Net change in unrealized gain (loss) from hedging activities
 
$
(53,383)


8.  FINANCIAL HIGHLIGHTS

GAAP requires disclosure of financial highlights of the Fund for the periods presented, the three months ended March 31, 2015.  The total rate of return is defined as the return based on the change in value during the period of a theoretical investment made at the beginning of the period.  The total rate of return assumes a constant rate of return for the Fund during the period reported and weights each cash flow by the amount of time held in the Fund.  This required methodology differs from an internal rate of return.

The ratios of expenses and net investment income to average net assets, calculated below, are annualized and are computed based upon the aggregate weighted average net assets of the Fund for the periods presented.  Net investment income is inclusive of all investment income net of expenses, and excludes realized or unrealized gains and losses.

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

26



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

 
 
For the Three Months Ended March 31, 2015
 
For the Three Months Ended March 31, 2014
 
 
 
 
 
Total return **
 
1.98
%
 
5.93
%
 
 
 
 
 
Per share amounts:
 
 
 
 
   Net asset value, beginning of period
 
$
1,370.15

 
$
1,943.66

   Net investment income
 
81.12

 
108.42

   Net realized and change in unrealized
 
 
 
 
   (loss) from investments and
 
 
 
 
    hedging activities
 
(55.94
)
 
(1.66
)
   Net increase in net assets from operations
 
25.18

 
106.76

   Distributions of income to shareholder
 
(70.94
)
 
(92.33
)
   Return of capital to shareholder
 
(162.15
)
 
(109.14
)
 
 
 
 
 
Net asset value, end of period
 
$
1,162.24

 
$
1,848.95

 
 
 
 
 
Net assets, end of period
 
$
116,223,838

 
$
184,895,482

 
 
 
 
 
Ratios to average net assets:
 
 
 
 
 
 
 
 
 
Expenses*
 
6.95
%
 
7.11
%
Net investment income*
 
25.19
%
 
23.90
%
* Annualized
 
 
 
 
** Total return amounts presented above are not annualized.

27



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 Venture Lending & Leasing VI, Inc. (the “Fund”) with respect to future events and financial performance and are subject to a number of risks and uncertainties, many of which are beyond the Fund's control.  All statements, other than statements of historical facts included in this report, regarding the strategy, future operations, financial position, estimated revenues, projected costs, prospects, plans and objectives of the Fund are forward-looking statements.  When used in this report, the words “will”, “believe”, “anticipate”, “intend”, “estimate”, “expect”, “project” and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words.  All forward-looking statements speak only as of the date of this report.  The reader of this Quarterly Report should understand that all such forward-looking statements are subject to various uncertainties and risks that could affect their outcome.  The Fund's actual results could differ materially from those suggested by such forward-looking statements.  Factors that could cause or contribute to such differences include, but are not limited to, variances in the actual versus projected growth in assets, return on assets, loan losses, expenses, rates charged on loans and earned on securities investments and competition.  This entire Quarterly Report should be read to put such forward-looking statements in context and to gain a more complete understanding of the uncertainties and risks involved in the Fund's business. The Fund does not undertake any obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise.

Overview

The Fund is 100% owned by Venture Lending & Leasing VI, LLC (the “Company”).  The Fund's shares of Common Stock, at $0.001 par value, were sold to its shareholder, 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 primarily providing financing and advisory services to a variety of carefully selected venture-backed companies primarily located throughout the United States with a focus on growth-oriented companies.  The Fund's portfolio is well diversified and consists of companies in the communications, information services, media, and technology, including software and technology-enabled business services, bio-technology, and medical devices industry sectors, among others.  The Fund's capital is generally used by our portfolio companies to finance acquisitions of fixed assets and/or for working capital.  On June 29, 2010, the Fund completed its first closing of capital contributions, made its first investments, and became a non-diversified, closed-end investment company that elected to be treated as a business development company under the Investment Company Act of 1940.  The Fund elected to be treated for federal income tax purposes as a Regulated Investment Company ("RIC") under the Internal Revenue Code with the filing of its federal corporate income tax return for 2010.  Pursuant to this election, the Fund generally will not have to pay corporate-level taxes on any income it distributes to the 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 Internal Revenue Code.  If the Fund fails to meet these requirements, it would be taxed as an ordinary corporation on its taxable income for that year (even if that income were distributed to the Company) and all distributions out of its earnings and profits would be taxable to the Members of the Company as ordinary income; thus, such income would be subject to a double layer of tax.  There is no assurance that the Fund will meet the ongoing requirements to qualify as a RIC for tax purposes.

The Fund's investment objective is to achieve superior risk adjusted investment returns.  The Fund seeks to achieve its investment objective by providing debt financing to portfolio companies.  Since inception, the Fund's investing activities have focused primarily on private debt securities.  The Fund generally receives warrants to acquire equity securities in connection with its portfolio investments.  The Fund distributes these warrants to its

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shareholder upon receipt.  The Fund also has guidelines for the percentages of total assets which will be invested in different types of assets.

The portfolio investments of the Fund primarily consist of debt financing to venture capital backed companies.  The borrower's ability to repay its loans may be adversely impacted by a number of factors, and as a result, the loan may not fully be repaid.  Furthermore, the Fund's security interest in any collateral over the borrower's assets may be insufficient to make up any shortfall in payments.

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

The Manager also served as investment manager for Fund V, which was dissolved on August 6, 2014 and no longer funded any commitments. However, prior to the dissolution of Fund V, the Fund's Board of Directors determined that so long as Fund V has capital available to invest in loan transactions with final maturities earlier than December 31, 2015 (the date on which Fund V was planned to be dissolved), the Fund will invest in each portfolio company in which Fund V invests (“Investments”). Initially the amount of each Investment was allocated 50% to the Fund and 50% to Fund V so long as Fund V had capital available to invest. After February 2011, Fund V was no longer permitted to enter into new commitments to borrowers, after June 2014, the Fund was no longer permitted to enter into new commitments to borrowers; however, both the Fund and Fund V are permitted to fund existing commitments. While investing the Fund's capital in the same companies in which Fund V is also investing could provide the Fund with greater diversification and access to larger transactions, it could also result in a slower pace of investment than would be the case if the Fund were investing in companies by itself.

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

The Manager also serves as investment manager for Fund VII. The Fund's Board of Directors determined that so long as the Fund has capital available to invest in loan transactions with final maturities earlier than December 31, 2020 (the date on which the Fund will be dissolved), the Fund had invested in each portfolio company in which Fund VII invested (“Investments”). Initially the amount of each Investment had been allocated 50% to the Fund and 50% to Fund VII so long as the Fund has capital available to invest. After June 2014, the Fund was no longer permitted to enter into new commitments to borrowers; however, the Fund will be permitted to fund existing commitments. While investing the Fund's capital in the same companies in which Fund VII is also investing could provide the Fund with greater diversification and access to larger transactions, it could also result in a slower pace of investment than would be the case if the Fund were investing in companies by itself.

Critical Accounting Policies

The Manager has identified the most critical accounting estimates upon which the financial statements depend and determined the critical accounting estimates by considering accounting policies that involve the most complex or subjective decisions or assessments. The two critical accounting policies relate to the valuation of loans and treatment of non-accrual loans.  

Loans are held at fair value as determined by Management, in accordance with the valuation methods described in the valuation of loans section of Note 2 in the Fund's financial statements (Summary of Significant Accounting Policies).  Critical factors in determining the fair value of a loan include payment history, collateral position, financial strength of the borrower, prospects for the borrower raising future equity rounds, likelihood of sale or acquisition of the borrower, and length of expected holding period of the loan, as well as an evaluation of the general interest rate environment.  The actual value of the loans may differ from Management's estimates, which would affect net income as well as assets.

Results of Operations - For the Three Months Ended March 31, 2015 and 2014

Total investment income for the three months ended March 31, 2015 and 2014 was $10.3 million and $14.1 million, respectively, which primarily consisted of interest on the venture loans outstanding. The remaining income

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consisted of interest and dividends on the temporary investment of cash, forfeited commitment fees, and fees earned from waivers to loan agreements. The decrease in investment income is due to the decrease in the average loans outstanding from $280.8 million for the three months ended March 31, 2014 to $201.0 million for the three months ended March 31, 2015. This decrease is also because of the decrease in average interest rates from 19.02% for the three months ended March 31, 2014 to 18.97% for the three months ended March 31, 2015. Interest is calculated using the effective interest method, and rates earned by the Fund will fluctuate based on many factors including volatility of values ascribed to warrants, and new loans funded during the year and early payoffs.

Management fees for the three months ended March 31, 2015 and 2014 were $1.3 million and $2.0 million, respectively. Management fees are calculated as 2.5 percent of the Fund's total assets. Management fees decreased because assets under management as of March 31, 2015 were lower than assets as of March 31, 2014.

Total interest expense was $0.8 million and $1.1 million for the three months ended March 31, 2015 and 2014, respectively. Interest expense slightly decreased primarily due to the decreased average borrowings, which decreased from from $129.2 million for the three months ended March 31, 2014 to $96.9 million for the three months ended March 31, 2015. These decreases in interest expense is also because of the decreased interest rate from 3.41% for the three months ended March 31, 2014 to 3.18% for the three months ended March 31, 2015.

Total banking and professional fees were $0.2 million and $0.1 million for the three months ended March 31, 2015 and 2014, respectively. The banking and professional fees were comprised of legal, audit, banking and other professional fees. These fees increased in 2015 primarily because of increased legal fees.

Total other operating expenses were less than $0.1 million for the three months ended March 31, 2015 and 2014.

Net investment income for the three months ended March 31, 2015 and 2014, was $8.1 million and $10.8 million, respectively.

Net realized loss from investments was $1.0 million and $1.3 million for the three months ended March 31, 2015 and 2014, respectively.

Net change in unrealized gain (loss) from investments was $(4.5) million and $1.2 million for the three months ended March 31, 2015 and 2014, respectively. The unrealized loss consists of fair market value adjustments to loans.  

Net change in unrealized gain (loss) from hedging activities was less than $0.1 million for the three months ended March 31, 2015 and 2014. The unrealized gain (loss) consists of the unrealized losses from hedging activities. The Fund entered into interest rate swap transactions with Union Bank, N.A and Wells Fargo Bank, N.A. to convert floating rate liabilities to fixed rates, which terminated on September 23, 2014. On September 30, 2014, the Fund entered into interest rate cap transactions with Union Bank, N.A and Wells Fargo Bank, N.A. to cap the floating rate liabilities at a fixed rate (see Note 7 in the Fund's financial statements).

Net increase in net assets resulting from operations for the three months ended March 31, 2015 and 2014 was $2.5 million and $10.7 million, respectively. On a per share basis, the net increase in net assets resulting from operations was $25.18 and $106.76 for the three months ended March 31, 2015 and 2014, respectively.

Liquidity and Capital Resources – March 31, 2015 and December 31, 2014

Total capital contributed to the Fund was $241.5 million, prior to distribution of capital, as of March 31, 2015. Committed capital to the Company at March 31, 2015 was $294.0 million, of which $279.3 million had been called.  The remaining $14.7 million in committed capital as of March 31, 2015 is due to expire in June 2015 as the five year anniversary will have passed, at which time no further capital can be called.


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The Fund established a secured revolving debt facility in an amount of up to $160 million with Union Bank, N.A., Wells Fargo Bank, N.A. and Bank Leumi USA. The facility was extended through March 23, 2017 and the amount available was reduced to $120 million. The size of the facility was reduced to $94 million on February 18, 2015, and to $84 million on April 15, 2015. The Fund will continue to reduce the facility because of its sufficient cash and cash flow to meet the needs of the unfunded commitments as well as pay expenses without further need to borrow. As of March 31, 2015 and December 31, 2014, the outstanding balance under the facility was $87.7 million and $106.6 million, respectively. Subsequent to the quarter-end, the Fund paid $7.7 million on April 10, 2015 and the outstanding balance under the facility was reduced to $80.0 million.

As of March 31, 2015 and December 31, 2014, 9% and 6%, 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, 2015. Amounts disbursed under the Fund's loan commitments totaled approximately $2.1 million during the three months ended March 31, 2015.  Net loan amounts outstanding after amortization and fair market adjustment decreased by approximately $44.2 million for the same period.  Unexpired, unfunded commitments totaled approximately $15.8 million as of March 31, 2015.
 
 
 
 
 
 
 
 
As of
Cumulative Amount
Disbursed
Principal
Reductions and Fair
Market Adjustments
Balance
Outstanding - Fair
Value
Unexpired
Unfunded
Commitments
 
 
March 31, 2015
$714.1 million
$530.6 million
$183.5 million
$15.8 million
 
 
December 31, 2014
$712.0 million
$484.3 million
$227.7 million
$21.2 million
 
 
 
 
 
 
 
 

Because venture loans are privately negotiated transactions, investments in these assets are relatively illiquid.  It is the Fund's experience that not all unfunded commitments will be used by borrowers.

The Fund seeks to meet the requirements to qualify for the special pass-through status available to RICs under the Internal Revenue Code, and thus to be relieved of federal income tax on that part of its net investment income and realized capital gains that it distributes to 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 income in its gross income for each taxable year even if it receives no portion of such residual income in that year.  Thus, in order to meet the Distribution Requirement and avoid payment of income taxes or an excise tax on undistributed income, the Fund may be required in a particular year to distribute as a dividend an amount in excess of the total amount of income it actually receives.  Those distributions will be made from the Fund's cash assets, from amounts received through amortization of loans or from borrowed funds.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

The Fund's business activities contain elements of risk.  The Fund considers the principal types of market risk to be interest rate risk and credit risk.  The Fund considers the management of risk essential to conducting its business and to maintaining profitability.  Accordingly, the Fund's risk management procedures are designed to identify and analyze the Fund's risks, to set appropriate policies and limits and to continually monitor these risks and limits by means of reliable administrative and information systems and other policies and programs.  

The Fund 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 distributes all equity investments upon receipt to the Company.


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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, available liquidity, "burn
rate", revenue income, security interest, secondary markets for collateral, the size of the loan, and term of the loan.

The Fund's sensitivity to changes in interest rates is regularly monitored and analyzed by measuring the
characteristics of assets and liabilities. The Fund utilizes various methods to assess interest rate risk in terms of the
potential effect on interest income net of interest expense, the value of net assets and the value at risk in an effort to
ensure that the Fund is insulated from any significant adverse effects from changes in interest rates. At March 31, 2015, the outstanding debt balance was $87.7 million with interest based on a weighted averaged interest rate of 0.25%, for which the Fund had an interest rate cap in place at 0.70% on $63.0 million of outstanding debt, leaving the Fund's maximum exposure to interest rate sensitivity at 0.45%, which the Manager does not believe is material to the financial statements. Additionally, the Fund has interest rate risk on the $24.7 million uncapped portion of the debt facility.

Although the Manager believes that this measure is indicative of the Fund's sensitivity to interest rate changes, it makes estimates to adjust for potential changes in credit quality, size and composition of the balance sheet and other business developments that could affect net income. Accordingly, no assurances can be given that actual results would not differ materially from the potential outcome simulated by these estimates.

Item 4.  Controls and Procedures:

Evaluation of Disclosure Controls and Procedures:

As of the end of the period covered by this quarterly report on Form 10-Q, the Fund's chief executive officer and chief financial officer conducted an evaluation of the Fund's disclosure controls and procedures (as defined in Rules 13a-15 and 15d-15 of the Securities Exchange Act of 1934).  Based upon this evaluation, the Fund's chief executive officer and chief financial officer concluded that the Fund's disclosure controls and procedures were effective in timely alerting them of any material information relating to the Fund that is required to be disclosed by the Fund in the reports it files or submits under the Securities Exchange Act of 1934.

Changes in Internal Controls:

There were no changes in the Fund's internal controls or in other factors that could materially affect these controls during the period covered by this quarterly report on Form 10-Q.

PART II OTHER INFORMATION

Item 1.  Legal Proceedings

The Fund may become party to certain lawsuits from time to time in the normal course of business.  While the outcome of any legal proceedings cannot at this time 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 2014 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, 2015.

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

Prior to the Fund's commencement of operations on June 29, 2010, the Fund sold 100,000 shares to the Fund's sole shareholder, the Company, for $25,000 in January 2010.  No other shares of the Fund have been sold; however,

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the Fund received an additional $241.5 million of paid in capital during the period from June 29, 2010 through March 31, 2015 which is expected to be used to acquire venture loans and fund operations.

Item 3.  Defaults Upon Senior Securities

Not applicable.

Item 4. Mine Safety Issues

Not applicable.

Item 5.  Other Information

None.

Item 6.  Exhibits

Exhibit Number
Description
3(i)
Articles of Incorporation of the Fund as filed with the Maryland Secretary of State on January 11, 2010, incorporated by reference to the Fund's Form 10 filed with the Securities and Exchange Commission on February 9, 2010.
3(ii)
Bylaws of the Fund, incorporated by reference to the Fund's Form 10 filed with the Securities and Exchange Commission on February 9, 2010.
4.1
Form of Purchase Agreement between the Fund and the Company, incorporated by reference to the Fund's Registration Statement on Form 10 filed with the Securities and Exchange Commission on February 9, 2010.
31.1-32.2
Certifications pursuant to The Sarbanes-Oxley Act of 2002.


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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 duly authorized.

VENTURE LENDING & LEASING VI, INC.
(Registrant)

By:
/s/ Maurice C. Werdegar
By:
/s/ Martin D. Eng
Maurice C. Werdegar
Martin D. Eng
President and Chief Executive Officer
Chief Financial Officer
Date:
May 14, 2015
Date:
May 14, 2015


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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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