10-Q 1 vll510q09-30x2013.htm VLL5 10-Q 093013 VLL5 10Q 09-30-2013


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 September 30, 2013
[  ]
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ___________ to ______________

Commission file number 814-00731

Venture Lending & Leasing V, Inc.
(Exact Name of Registrant as specified in its charter)
Maryland
14-1974295
(State or other jurisdiction of incorporation or  organization)
(I.R.S. Employer Identification No.)
 
(State or other jurisdiction of incorporation or  organization)
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 November 8, 2013
Common Stock, $.001 par value
 
100,000



VENTURE LENDING & LEASING V, INC.
INDEX

PART I — FINANCIAL INFORMATION
 
 
Item 1.
Financial Statements
 
 
 
Condensed Statements of Assets and Liabilities (Unaudited)
 
As of September 30, 2013 and December 31, 2012
 
 
 
Condensed Statements of Operations (Unaudited)
 
For the three and nine months ended September 30, 2013 and 2012
 
 
 
Condensed Statements of Changes in Net Assets (Unaudited)
 
For the nine months ended September 30, 2013 and 2012
 
 
 
Condensed Statements of Cash Flows (Unaudited)
 
For the nine months ended September 30, 2013 and 2012
 
 
 
Notes to Condensed Financial Statements (Unaudited)
 
 
Item 2.
Management's Discussion and Analysis of Financial Condition and Results of Operations
 
 
Item 3.
Quantitative and Qualitative Disclosures About Market Risk
 
 
Item 4.
Controls and Procedures
 
 
PART II — OTHER INFORMATION
 
 
Item 1.
Legal Proceedings
 
 
Item 1A.
Risk Factors
 
 
Item 2.
Unregistered Sales of Equity Securities and Use of Proceeds
 
 
Item 3.
Defaults Upon Senior Securities
 
 
Item 4.
Mine Safety Issues
 
 
Item 5.
Other Information
 
 
Item 6.
Exhibits
 
 
SIGNATURES
                                                                                    




PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

VENTURE LENDING & LEASING V, INC.

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


 
September 30, 2013
 
December 31, 2012
ASSETS
 
 
 
Loans, at estimated fair value
     (Cost of $15,816,315 and $45,018,891)
$
13,059,307

 
$
42,029,457

Cash and cash equivalents
9,496,594

 
2,490,774

Other assets
240,370

 
524,169

 
 
 
 
Total assets
22,796,271

 
45,044,400

 
 
 
 
LIABILITIES
 
 
 
Accrued management fees
142,477

 
281,528

Accounts payable and other accrued liabilities
71,181

 
18,285

 
 

 
 

Total liabilities
213,658

 
299,813

 
 
 
 
NET ASSETS
$
22,582,613

 
$
44,744,587

 
 
 
 
Analysis of Net Assets:
 
 
 
 
 
 
 
Capital paid in on shares of capital stock
$
193,525,000

 
$
193,525,000

Return of capital distributions
(167,288,371
)
 
(144,893,971
)
Accumulated deficit
(3,654,016
)
 
(3,886,442
)
Net assets (equivalent to $225.83 and $447.45 per share based on 100,000 shares of capital stock outstanding - see Note 5)
$
22,582,613

 
$
44,744,587



See notes to condensed financial statements




3


VENTURE LENDING & LEASING V, INC.

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


 
 
For the Three Months Ended September 30, 2013
 
For the Three Months Ended September 30, 2012
 
For the Nine Months Ended September 30, 2013
 
For the Nine Months Ended September 30, 2012
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
INVESTMENT INCOME:
 
 
 
 
 
 
 
 
Interest on loans  
 
$
1,021,575

 
$
2,733,057

 
$
3,783,598

 
$
10,260,815

Other interest and other income
 
204

 
4,924

 
444

 
255,598

Total investment income
 
1,021,779

 
2,737,981

 
3,784,042

 
10,516,413

 
 
 
 
 
 
 
 
 
EXPENSES:
 
 
 
 
 
 
 
 
Management fees
 
142,477

 
361,461

 
568,873

 
1,480,980

Banking and professional fees
 
50,643

 
46,106

 
209,800

 
197,022

Other operating expenses
 
16,474

 
25,768

 
59,289

 
86,801

Total expenses
 
209,594

 
433,335

 
837,962

 
1,764,803

Net investment income
 
812,185

 
2,304,646

 
2,946,080

 
8,751,610

 
 
 
 
 
 


 
 
Net realized loss from investments
 
(526,843
)
 
(412,631
)
 
(1,707,566
)
 
(889,589
)
Net change in unrealized gain from investments
 
533,000

 
1,498,129

 
232,426

 
437,194

Net realized and change in unrealized gain (loss) from investments
 
6,157

 
1,085,498

 
(1,475,140
)
 
(452,395
)
 
 
 
 
 
 
 
 
 
Net increase in net assets resulting from operations
 
$
818,342

 
$
3,390,144

 
$
1,470,940

 
$
8,299,215

 
 
 
 
 
 
 
 
 
Net increase in net assets resulting from operations per share
 
$
8.18

 
$
33.90

 
$
14.71

 
$
82.99

Weighted average shares outstanding
 
100,000

 
100,000

 
100,000

 
100,000



See notes to condensed financial statements




4


VENTURE LENDING & LEASING V, INC.

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


 
 
For the Nine Months Ended September 30, 2013
 
For the Nine Months Ended September 30, 2012
Net increase in net assets resulting from operations:
 
 
 
 
Net investment income  
 
$
2,946,080

 
$
8,751,610

Net realized loss from investments
 
(1,707,566
)
 
(889,589
)
Net change in unrealized gain from investments
 
232,426

 
437,194

 
 
 
 
 
Net increase in net assets resulting from operations
 
1,470,940

 
8,299,215

 
 
 
 
 
Distributions of income to shareholder
 
(1,238,514
)
 
(7,862,021
)
Return of capital to shareholder
 
(22,394,400
)
 
(56,576,133
)
     Decrease in capital transactions
 
(23,632,914
)
 
(64,438,154
)
 
 
 
 
 
Total decrease
 
(22,161,974
)
 
(56,138,939
)
 
 
 
 
 
Net assets
 
 
 
 
Beginning of period
 
44,744,587

 
113,519,812

 
 
 
 
 
End of period
 
$
22,582,613

 
$
57,380,873



See notes to condensed financial statements




5


VENTURE LENDING & LEASING V, INC.

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


 
For the Nine Months Ended September 30, 2013
 
For the Nine Months Ended September 30, 2012
CASH FLOWS FROM OPERATING ACTIVITIES:
 
 
 
Net increase in net assets resulting from operations
$
1,470,940

 
$
8,299,215

  Adjustments to reconcile net increase in net assets
 
 
 
   resulting from operations to net cash provided by
 
 
 
   operating activities:
 
 
 
Net realized loss from investments
1,707,566

 
889,589

Net change in unrealized gain from investments
(232,426
)
 
(437,194
)
Receipt of equity securities as payment for waiver
—

 
(183,758
)
Income from receipt of equity securities
(65,282
)
 
—

Net decrease in other assets
283,800

 
758,933

Payments for other investment
—

 
(6,542
)
Proceeds from other investments
—

 
381,999

Net decrease in accounts payable, other accrued liabilities, and accrued management fees
(86,155
)
 
(479,834
)
Origination of loans
—

 
(531,197
)
Principal payments on loans
26,927,377

 
50,401,298

Acquisition of equity securities
—

 
(17,709
)
Net cash provided by operating activities
30,005,820

 
59,074,800

CASH FLOWS FROM FINANCING ACTIVITIES:
 

 
 
Cash distribution to shareholder
(23,000,000
)
 
(64,000,000
)
Net cash used in financing activities
(23,000,000
)
 
(64,000,000
)
Net increase (decrease) in cash and cash equivalents
7,005,820

 
(4,925,200
)
CASH AND CASH EQUIVALENTS:
 

 
 

Beginning of period
2,490,774

 
7,657,584

End of period
$
9,496,594

 
$
2,732,384

SUPPLEMENTAL DISCLOSURES:
 

 
 

NON-CASH ACTIVITIES:
   

 


Receipt of equity securities as repayment of loan
$
567,633

 
$
236,687

Distributions of equity securities to shareholder
$
632,915

 
$
438,154

 
 
 
 


See notes to condensed financial statements





VENTURE LENDING & LEASING V, INC.
NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)

6



1. ORGANIZATION AND OPERATIONS OF THE FUND

Venture Lending & Leasing V, Inc. (the “Fund”), was incorporated in Maryland on August 21, 2006 as a nondiversified closed-end management investment company electing status as a business development company (“BDC”) under the Investment Company Act of 1940, as amended ("1940 Act") and is managed by Westech Investment Advisors, LLC, formerly known as Westech Investment Advisors, Inc. (“Manager” or “Management”).
The Fund will be dissolved on December 31, 2015 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 V, LLC (the “Company”). Prior to commencing its operations on February 21, 2007, the Fund had no operations other than the sale to the Company of 100,000 shares of common stock, $0.001 par value for $25,000 in September 2006.  This issuance of stock was a requirement in order to apply for a finance lender's license from the California Commissioner of Corporations, which was obtained by the Fund on January 10, 2007.
In the Manager's opinion, the accompanying financial statements include all adjustments (consisting only of normal recurring adjustments) necessary for a fair presentation of financial position and results of operations for interim periods. Certain information and note disclosures normally included in audited annual financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been omitted; however, the Fund believes that the disclosures made are adequate to make the information presented not misleading.  The interim results for the three and nine months ended September 30, 2013 are not necessarily indicative of what the results would be for a full year. It is suggested that these financial statements be read in conjunction with the financial statements and the notes included in the Fund's Annual Report on Form 10-K for the year ended December 31, 2012.

On December 9, 2011, the Board resolved that no future capital calls would be made, thus the Fund no longer has access to additional capital from investors.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Accounting

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

Cash and Cash Equivalents

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

Interest Income

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

Valuation Procedures

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

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

7


as 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 September 30, 2013 and December 31, 2012, the financial statements include nonmarketable investments of $13.1 million and $42.0 million, respectively (or approximately 57% and 93% of total assets, respectively), with fair values determined by the Manager in the absence of readily determinable market values.  Because of the illiquidity of the Fund's investments, a substantial portion of its assets are carried at fair value as determined in good faith by the Manager in accordance with the Fund's policy as approved by the Board. Because of the inherent uncertainty of these valuations, estimated fair values of such investments may differ significantly from the values that would have been used had a ready market for the securities existed, and the differences could be material. Below is the information used by the Manager in making these estimates.

Loans

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

Non-accrual Loans

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

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

As of September 30, 2013 and December 31, 2012, loans with a cost basis of $5.7 million and $9.4 million and a fair value of $3.4 million and $6.4 million, respectively, were classified as non-accrual.



8


Warrants and Stock

Warrants and stock that are received in connection with loan transactions generally will be assigned a fair value at the time of acquisition, unless a market price is available. These securities are then distributed by the Fund to the Company at the assigned value. Warrants are valued based on a modified Black-Scholes option pricing model which takes into account underlying stock value, expected term, volatility, and risk-free interest rate, among other factors.  
Underlying asset value is estimated based on information available, including information regarding recent rounds of funding of the portfolio company, or the publicly-quoted stock price at the end of the financial reporting period for warrants for comparable publicly-quoted securities.
Volatility, or the amount of uncertainty or risk about the size of the changes in the warrant price, is based on an index of publicly traded companies grouped by industry and which are similar in nature to the underlying portfolio companies issuing the warrant (“Industry Index”). The volatility assumption for each Industry Index is based on the average volatility for individual public companies within the portfolio company's industry for a period of time approximating the expected life of the warrants. For the three months ended September 30, 2013, the Fund used volatility rates ranging from 37% to 72%. A hypothetical increase in the volatility calculated from the indexes used in the modified Black-Scholes option pricing model would have the effect of increasing the value of the warrants.
The remaining expected lives of warrants are based on historical experience of the average life of the warrants, as warrants are often exercised in the event of acquisitions, mergers, or initial public offerings, and terminated due to events such as bankruptcies, restructuring activities, or additional financings. These events cause the expected term to be less than the remaining contractual term of the warrants. The remaining expected lives of warrants may be adjusted from time to time to reflect new facts and circumstances. For the three months ended September 30, 2013, the Fund assumed the average duration of a warrant is 3 years. A hypothetical increase in the estimated initial term of the warrants used in the modified Black-Scholes option pricing model would have the effect of increasing the value of the warrants.
The risk-free interest rate is derived from the constant maturity tables issued by the U.S. Treasury Department. For the three months ended September 30, 2013, the Fund used a monthly risk-free rates ranging from 0.36% to 0.66%. The effect of a hypothetical increase in the estimated risk-free rate used in the modified Black-Scholes option pricing model would have the effect of increasing the value of the warrants.
On an annual basis, the Fund engages an independent valuation company to provide valuation assistance. This company evaluates the Fund's valuation methodology and assumptions for reasonableness from the perspective of a market participant. The independent third party also calculates certain inputs used such as volatility and risk-free rate. Upon the receipt of such data, a sample test is performed to ensure the accuracy of the third party calculations and that the source of data is reliable and consistent with the way in which the calculations were made in prior periods. Such inputs are entered into the database with a second review to ensure the accuracy of the input information. All calculations of warrant values are performed by one employee and reviewed by a second party. The inputs of the modified Black-Scholes option pricing model are reevaluated every quarter.

Other Assets and Liabilities

As of September 30, 2013 and December 31, 2012, the fair values of Other Assets and Liabilities are estimated at their carrying values because of their short-term nature.





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

9


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.

Tax Status

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

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

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

Book and tax basis differences relating to shareholder dividends and distributions and other permanent book and tax 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 $167.3 million and $144.9 million as of September 30, 2013 and December 31, 2012, respectively. As of September 30, 2013, the Fund had no uncertain tax positions.

The Fund's tax years open to examination by major jurisdictions are 2010 and forward.

3. SUMMARY OF INVESTMENTS

Loans generally are made to borrowers pursuant to commitments whereby the Fund agrees to finance assets and/or provide working or growth capital up to a specified amount for the term of the commitment, upon the terms and subject to the conditions specified by such commitment. As of September 30, 2013, the Fund's investments in loans were primarily to companies based within the United States and were diversified among borrowers in the industry segments shown below.  The percentage of net assets that each industry group represents is shown with the industry totals below (the sum of the percentages does not equal 100 percent because the percentages are based on net assets as opposed to total loans). All loans are senior to unsecured creditors except where indicated.

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


10


Loan balances are summarized by borrower.  Typically a borrower's balance will be composed of several loans drawn under a commitment made by the Fund with the interest rate on each loan fixed at the time each loan is funded. Each loan drawn under a commitment may have a different maturity date and amount. For the three and nine months ended September 30, 2013, the weighted-average interest rate on performing loans was 22.67% and 19.85%, respectively.  For the three and nine months ended September 30, 2012, the weighted-average interest rate on performing loans was 17.23% and 17.87%, respectively. These rates were inclusive of both cash and non-cash interest income.  For the three and nine months ended September 30, 2013, the weighted-average interest rate on the cash portion of the interest income was 15.83% and 14.89%, respectively.  For the three and nine months ended September 30, 2012, the weighted-average interest rate on the cash portion of the interest income was 13.11% and 13.55%, respectively. Interest is calculated using the effective interest method, and rates earned by the Fund will fluctuate based on many factors including early payoffs, volatility of values ascribed to warrants and new loans funded during the year.

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

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


 
Percentage of
 
Estimated Fair
 
Par Value
 
Final
Borrower
Net Assets
 
Value 9/30/13
 
9/30/2013
 
Maturity Date
Biotechnology
 
 
 
 
 
 
 
Stem CentRx, Inc.
 
 
$
90,878

 
$
90,878

 
1/1/2014
Subtotal:
0.4%
 
$
90,878

 
$
90,878

 
 
 
 
 
 
 
 
 
 
Computers & Storage
 
 
 
 
 
 
 
D-Wave Systems, Inc.
 
 
$
148,964

 
$
148,964

 
1/1/2014
Subtotal:
0.7%
 
$
148,964

 
$
148,964

 
 
 
 
 
 
 
 
 
 
Internet
 
 
 
 
 
 
 
CloudTalk, Inc.
 
 
$
5,000

 
$
124,008

 
*
LOLapps, Inc.
 
 
112,087

 
112,087

 
1/1/2014
MeetMe, Inc.
 
 
440,271

 
440,271

 
9/1/2014
Mojo Motors, Inc.
 
 
78,780

 
78,780

 
6/1/2014
Quantcast Corp.
 
 
548,987

 
548,987

 
4/1/2014
Radius Intelligence, Inc.
 
 
1,799

 
1,799

 
3/1/2014
Rivet Games, Inc.
 
 
270,571

 
337,571

 
*
Sittercity, Inc.
 
 
392,933

 
392,933

 
2/1/2014
Topsy Labs, Inc.
 
 
595,922

 
595,922

 
5/1/2015
Subtotal:
10.8%
 
$
2,446,350

 
$
2,632,358

 
 
 
 
 
 
 
 
 
 
Medical Devices
 
 
 
 
 
 
 
ConforMIS, Inc.
 
 
$
1,487,662

 
$
1,487,662

 
5/1/2014
CyberHeart, Inc.
 
 
282,114

 
562,114

 
*
Oculus Innovative Sciences, Inc.
 
 
136,260

 
136,260

 
11/1/2013
Spinal Kinetics, Inc.
 
 
14,334

 
14,334

 
10/1/2013
Xlumena, Inc.
 
 
270,876

 
270,876

 
5/1/2014
Subtotal:
9.7%
 
$
2,191,246

 
$
2,471,246

 
 
 
 
 
 
 
 
 
 
Other Technology
 
 
 
 
 
 
 
Solaria Corp.
 
 
$
1,032,617

 
$
1,512,617

 
9/1/2014

11


Svaya Nanotechnologies, Inc.
 
 
79,958

 
79,958

 
6/1/2014
ZeaChem, Inc.
 
 
234,784

 
904,784

 
*
Subtotal:
6.0%
 
$
1,347,359

 
$
2,497,359

 
 
 
 
 
 
 
 
 
 
Software
 
 
 
 
 
 
 
AcousticEye, Ltd.
 
 
$
286,984

 
$
286,984

 
12/1/2015
Athena Design Systems, Inc.
 
 
12,915

 
12,915

 
*
ClearPath, Inc.
 
 
423,440

 
423,440

 
11/1/2014
Corduro, Inc.
 
 
70,312

 
160,312

 
*
Future Point Systems, Inc.
 
 
45,268

 
91,268

 
*
gloStream, Inc.
 
 
1,213,500

 
1,213,500

 
11/1/2015
Image Vision Labs, Inc.
 
 
105,871

 
105,871

 
6/1/2014
Intalio, Inc.
 
 
661,783

 
661,783

 
6/1/2015
Kareo, Inc.
 
 
68,377

 
68,377

 
2/1/2014
Verix, Inc.
 
 
558,028

 
1,108,028

 
*
XOS Technologies, Inc.
 
 
1,173,148

 
1,173,148

 
10/1/2014
Subtotal:
20.5%
 
$
4,619,626

 
$
5,305,626

 
 
 
 
 
 
 
 
 
 
Technology Services
 
 
 
 
 
 
 
DigitalPath, Inc.
 
 
$
212,502

 
$
212,502

 
10/1/2014
Subtotal:
0.9%
 
$
212,502

 
$
212,502

 
 
 
 
 
 
 
 
 
 
Wireless
 
 
 
 
 
 
 
GPShopper, LLC
 
 
$
48,164

 
$
48,164

 
2/1/2014
Nextivity, Inc.
 
 
1,708,472

 
1,898,472

 
*
Silent Communication, Ltd.
 
 
245,746

 
510,746

 
*
Subtotal:
8.8%
 
$
2,002,382

 
$
2,457,382

 
 
 
 
 
 
 
 
 
 
Total (Cost of $15,816,315):
57.8%
 
$
13,059,307

 
$
15,816,315

 
 


* As of September 30, 2013, loans with a cost basis and fair value of $5.7 million and $3.4 million, respectively, were classified as non-accrual. These loans have been accelerated from original maturity and are due in their entirety. During the period for which these loans have been on non-accrual status, no interest income has been recognized.


12


All loans as of December 31, 2012 were to non-affiliates and consisted of the following:

 
Percentage of
Estimated Fair
 
Par Value
Final
Borrower
Net Assets
Value 12/31/12
 
12/31/2012
Maturity Date
Biotechnology
 
 
 
 
 
Stem CentRx, Inc.
 
$
396,153

 
$
396,153

1/1/2014
Subtotal:
0.9%
$
396,153

 
$
396,153

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

 
$
395,930

1/1/2014
Subtotal:
0.9%
$
395,930

 
$
395,930

 
 
 
 
 
 
 
Internet
 
 
 
 
 
Akademos, Inc.
 
$
311,300

 
$
311,300

12/1/2013
Blekko, Inc.
 
227,869

 
227,869

2/1/2013
CloudTalk, Inc.
 
4,882

 
128,753

*
Genius.com, Inc.
 
77,586

 
77,586

8/1/2013
Insider Guides, Inc.
 
1,426,487

 
1,426,487

9/1/2014
LOLapps, Inc.
 
423,796

 
423,796

1/1/2014
Mojo Motors, Inc.
 
171,364

 
171,364

6/1/2014
Philotic, Inc.
 
44,453

 
44,453

8/1/2013
Quantcast Corp.
 
1,546,171

 
1,546,171

4/1/2014
Queryable Corp.
 
190,707

 
190,707

4/1/2014
Radius Intelligence, Inc.
 
14,062

 
14,062

3/1/2014
Rivet Games, Inc.
 
398,500

 
998,500

*
Rocket Fuel, Inc.
 
112,839

 
112,839

3/1/2013
Sittercity, Inc.
 
1,062,435

 
1,062,435

2/1/2014
Topsy Labs, Inc.
 
1,169,135

 
1,169,135

5/1/2015
WeddingWire, Inc.
 
404,507

 
404,507

2/1/2014
Worktopia, Inc.
 
10,000

 
15,000

*
Youku.com, Inc.
 
596,782

 
596,782

7/1/2013
Subtotal:
18.3%
$
8,192,875

 
$
8,921,746

 
 
 
 
 
 
 
Medical Devices
 
 
 
 
 
ConforMIS, Inc.
 
$
2,964,771

 
$
2,964,771

5/1/2014
CyberHeart, Inc.
 
282,114

 
562,114

*
iBalance Medical, Inc.
 
94,417

 
94,417

*
Oculus Innovative Sciences, Inc.
 
962,931

 
962,931

11/1/2013
Spinal Kinetics, Inc.
 
453,933

 
453,933

10/1/2013
Suneva Medical, Inc.
 
399,202

 
399,202

6/1/2013
Xlumena, Inc.
 
596,038

 
596,038

5/1/2014
Subtotal:
12.9%
$
5,753,406

 
$
6,033,406

 
 
 
 
 
 
 
 
 
 
 
 
 
Other Healthcare
 
 
 
 
 
Pathway Genomics Corp.
 
$
104,860

 
$
104,860

7/1/2013
Subtotal:
0.2%
$
104,860

 
$
104,860

 
 
 
 
 
 
 
Other Technology
 
 
 
 
 
Ampulse Corp.
 
$
239,362

 
$
979,362

*
Daylight Solutions, Inc.
 
146,894

 
146,894

8/1/2013
EcoSMART Technologies, Inc.
 
864,821

 
864,821

10/1/2013
Lehigh Technologies, Inc.
 
2,204,908

 
2,204,908

2/1/2015

13


PlantSense, Inc.
 
94,534

 
183,044

*
Solaria Corp.
 
2,141,003

 
2,141,003

9/1/2014
Svaya Nanotechnologies, Inc.
 
176,376

 
176,376

6/1/2014
The Climate Corp.
 
792,165

 
792,165

4/1/2013
ZeaChem, Inc.
 
1,273,088

 
1,273,088

7/1/2013
Subtotal:
17.7%
$
7,933,151

 
$
8,761,661

 
 
 
 
 
 
 
Security
 
 
 
 
 
TrustedID, Inc.
 
$
221,937

 
$
233,937

*
Subtotal:
0.5%
$
221,937

 
$
233,937

 
 
 
 
 
 
 
Software
 
 
 
 
 
AcousticEye, Ltd.
 
$
608,301

 
$
608,301

9/1/2015
Athena Design Systems, Inc.
 
16,400

 
16,400

*
ClearPath, Inc.
 
789,980

 
789,980

11/1/2014
Corduro, Inc.
 
168,707

 
258,707

*
D Software, Inc.
 
12,387

 
12,387

1/1/2013
Future Point Systems, Inc.
 
98,948

 
98,948

*
gloStream, Inc.
 
1,239,502

 
1,239,502

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

 
212,671

6/1/2014
Intalio, Inc.
 
705,242

 
705,242

6/1/2015
Kareo, Inc.
 
169,775

 
169,775

2/1/2014
KIT Digital, Inc.
 
1,701,982

 
1,891,982

*
Lending Stream, Ltd.
 
6,476,266

 
6,476,266

12/1/2014
Palantir Technologies, Inc.
 
889,686

 
889,686

6/1/2013
SoundHound, Inc.
 
356,955

 
356,955

9/1/2013
Validare, Inc.
 
—

 
92,053

*
Verix, Inc.
 
828,028

 
1,108,028

*
XOS Technologies, Inc.
 
1,531,914

 
1,531,914

10/1/2014
Subtotal:
35.3%
$
15,806,744

 
$
16,458,797

 
 
 
 
 
 
 
Technology Services
 
 
 
 
 
DigitalPath, Inc.
 
$
625,926

 
$
625,926

10/1/2014
Subtotal:
1.4%
$
625,926

 
$
625,926

 
 
 
 
 
 
 
Wireless
 
 
 
 
 
GPShopper, LLC
 
$
118,402

 
$
118,402

2/1/2014
July Systems, Inc.
 
210,553

 
210,553

9/1/2013
Nextivity, Inc.
 
1,708,472

 
1,898,472

*
Silent Communication, Ltd.
 
258,522

 
523,522

*
Venturi Wireless, Inc.
 
302,526

 
335,526

*
Subtotal:
5.8%
$
2,598,475

 
$
3,086,475

 
 
 
 
 
 
 
Total (Cost of $45,018,891):
93.9%
$
42,029,457

 
$
45,018,891

 


*As of December 31, 2012, loans with a cost basis and fair value of $9.4 million and $6.4 million, respectively, were classified as non-accrual. These loans have been accelerated from original maturity and are due in their entirety. During the period for which these loans have been on non-accrual status, no interest income has been recognized.

The Fund provides asset-based financing primarily to start-up and emerging growth venture-capital-backed companies.  These loans are generally secured by assets of the borrowers.  As a result, the Fund is subject to general

14


credit risk associated with such companies.  As of September 30, 2013, and December 31, 2012, the Fund had no unexpired unfunded commitments to borrowers.

Valuation Hierarchy
 
The Fund categorizes its fair value measurements according to a three-level hierarchy, as required by GAAP. The hierarchy prioritizes the inputs used by the Fund's valuation techniques. A level is assigned to each fair value measurement based on the lowest level input that is significant to the fair value measurement in its entirety. The three levels of the fair value hierarchy are defined as follows:
 
Level 1
Unadjusted quoted prices for identical assets or liabilities in active markets that are accessible at the measurement date.
 
 
Level 2
Prices or valuations based on observable inputs other than quoted prices in active markets for identical assets and liabilities.
 
 
Level 3
Prices or valuations that require inputs that are both significant to the fair value measurement and unobservable.

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

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

The following table provides quantitative information about the Fund's Level 3 fair value measurements of its investments as of September 30, 2013. In addition to the techniques and inputs noted in the table below, the Fund may also use other valuation techniques and methodologies when determining its fair value measurements. The below table is not intended to be all-inclusive, but rather provides information on the significant Level 3 inputs as they relate to the Fund's fair value measurements.


15


Investment Type - Level 3
Fair Value at
Valuation Techniques/

Weighted Average/
Debt Investments
9/30/2013
Methodologies
Unobservable Input
Range
Internet
$2,446,350
Hypothetical Market Analysis
Hypothetical Market Coupon Rate
15%


Liquidation
Investment Collateral
$5,000 - $270,571
Medical Devices
$2,191,246
Hypothetical Market Analysis
Hypothetical Market Coupon Rate
18%


Liquidation
Investment Collateral
$282,114
Other Technology
$1,347,359
Hypothetical Market Analysis
Hypothetical Market Coupon Rate
18%


Liquidation
Investment Collateral
$234,784
Software
$4,619,626
Hypothetical Market Analysis
Hypothetical Market Coupon Rate
20%


Liquidation
Investment Collateral
$12,915 - $558,028
Wireless
$2,002,382
Hypothetical Market Analysis
Hypothetical Market Coupon Rate
21%


Liquidation
Investment Collateral
$245,746 - $1,708,472
Other*
$452,344
Hypothetical Market Analysis
Hypothetical Market Coupon Rate
17%






$13,059,307








* As of September 30, 2013, other loans were comprised of companies in the Biotechnology, Computers & Storage, and Technology Services industries.


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

As of September 30, 2013
Level 1
 
Level 3
 
Total
ASSETS:
 
 
 
 
 
      Loans*
$
—

 
$
13,059,307

 
$
13,059,307

      Cash equivalents
9,496,594

 
—

 
9,496,594

          Total
$
9,496,594

 
$
13,059,307

 
$
22,555,901

As of December 31, 2012
Level 1
 
Level 3
 
Total
ASSETS:
 

 
 

 
 

      Loans*
$
—

 
$
42,029,457

 
$
42,029,457

      Cash equivalents
2,490,774

 
—

 
2,490,774

          Total
$
2,490,774

 
$
42,029,457

 
$
44,520,231


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








16







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
 
For the Nine Months Ended
 
September 30, 2013
 
September 30, 2013
 
Loans
 
Warrants
 
Stock
 
Loans
 
Warrants
 
Stock
Beginning balance
$
18,800,571

 
$
—

 
$
—

 
$
42,029,457

 
$
—

 
$
—

Acquisitions and originations
—

 
282

 
65,000

 

 
125,142

 
507,773

Principal reductions
(5,747,421
)
 
—

 
—

 
(27,495,010
)
 
—

 
—

Distribution to shareholder
—

 
(282
)
 
(65,000
)
 
—

 
(125,142
)
 
(507,773
)
Net change in unrealized gain from investments
533,000

 
—

 
—

 
232,426

 
—

 
—

Net realized loss from investments
(526,843
)
 
—

 
—

 
(1,707,566
)
 
—

 
—

Ending balance
$
13,059,307

 
$
—

 
$
—

 
$
13,059,307

 
$
—

 
$
—

 
 
 
 
 
 
 
 
 
 
 
 
Net change in unrealized gain (loss) on investments relating to investments still held at September 30, 2013
$
533,000

 
 
 
 
 
$
(928,138
)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 



 
For the Three Months Ended
 
For the Nine Months Ended
 
September 30, 2012
 
September 30, 2012
 
Loans
 
Other
investment
 
Warrants
 
Loans
 
Other
investment
 
Warrants
Beginning balance
$
68,700,265

 
$
32,403

 
$
—

 
$
105,250,110

 
$
29,513

 
$
—

Acquisitions and originations
—

 
—

 
—

 
531,197

 
—

 
438,154

Additional Investments
—

 
—

 
—

 
—

 
6,542

 
—

Principal reductions
(15,094,837
)
 
(378,347
)
 
—

 
(50,637,986
)
 
(381,999
)
 
—

Distribution to shareholder
—

 
—

 
—

 
—

 
—

 
(438,154
)
Net change in unrealized gain (loss) from investments
763,129

 
735,000

 
—

 
(297,806
)
 
735,000

 
—

Net realized gain (loss) from investments
(23,575
)
 
(389,056
)
 
—

 
(500,533
)
 
(389,056
)
 
—

Ending balance
$
54,344,982

 
$
—

 
$
—

 
$
54,344,982

 
$
—

 
$
—

 
 
 
 
 
 
 
 
 
 
 
 
Net change in unrealized loss on investments relating to investments still held at September 30, 2012
$
3,129

 
 
 
 
 
$
(896,568
)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

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.


17





5. CAPITAL STOCK

As of September 30, 2013 and December 31, 2012, there were 10,000,000 shares of $0.001 par value common stock authorized, and 100,000 shares issued and outstanding.  Total committed capital of the Company is $270.0 million. Total contributed capital to the Company through September 30, 2013 and December 31, 2012 was $202.5 million, of which $193.5 million was contributed to the Fund.

The chart below shows the distributions of the Fund for the nine months ended September 30, 2013 and 2012.

 
For the Nine Months Ended September 30, 2013
 
For the Nine Months Ended September 30, 2012
Cash distributions
$
23,000,000

 
$
64,000,000

Distributions of equity securities
632,915

 
438,154

 
 

 
 

Total distributions to shareholder
$
23,632,915

 
$
64,438,154


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.  FINANCIAL HIGHLIGHTS

GAAP requires disclosure of financial highlights of the Fund for the periods presented, the three and nine months ended September 30, 2013 and 2012.  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.


18


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

 
For the Three Months Ended September 30, 2013
 
For the Three Months Ended September 30, 2012
 
For the Nine Months Ended September 30, 2013
 
For the Nine Months Ended September 30, 2012
 
 
 
 
 
 
 
 
Total return **
3.64
%
 
5.33
%
 
5.44
%
 
10.89
%
 
 
 
 
 
 
 
 
Per share amounts:
 
 
 
 
 
 
 
Net asset value, beginning of period
$
338.30

 
$
779.91

 
$
447.45

 
$
1,135.20

Net investment income
8.12

 
23.05

 
29.46

 
87.52

Net change in unrealized and realized gain (loss) from investments
0.06

 
10.84

 
(14.75
)
 
(4.53
)
Net increase in net assets from operations
8.18

 
33.89

 
14.71

 
82.99

Return of capital to shareholder
(117.80
)
 
(221.08
)
 
(223.94
)
 
(565.76
)
Distributions of income to shareholder
(2.85
)
 
(18.91
)
 
(12.39
)
 
(78.62
)
 
 
 
 
 
 
 
 
Net asset value, end of period
$
225.83

 
$
573.81

 
$
225.83

 
$
573.81

 
 
 
 
 
 
 
 
Net assets, end of period
$
22,582,613

 
$
57,380,873

 
$
22,582,613

 
$
57,380,873

 
 
 
 
 
 
 
 
Ratios to average net assets:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Expenses *
3.67
%
 
2.65
%
 
3.45
%
 
2.77
%
Net investment income *
14.24
%
 
14.08
%
 
12.13
%
 
13.71
%
         * Annualized
 
 
 
 
 
 
 
**Total return amounts presented above are not annualized.




19


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 V, Inc. (the “Fund”) with respect to future events and financial performance and are subject to a number of risks and uncertainties, many of which are beyond the Fund's control.  All statements, other than statements of historical facts included in this report, regarding the strategy, future operations, financial position, estimated revenues, projected costs, prospects, plans and objectives of the Fund are forward-looking statements.  When used in this report, the words “will”, “believe”, “anticipate”, “intend”, “estimate”, “expect”, “project” and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words.  All forward-looking statements speak only as of the date of this report.  The 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 V, 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 February 21, 2007, the Fund completed its first closing of capital contributions, made its first investments, and became a non-diversified, closed-end investment company that elected to be treated as a business development company under the Investment Company Act of 1940.  The Fund elected to be treated for federal income tax purposes as a Regulated Investment Company ("RIC") under the Internal Revenue Code with the filing of its federal corporate income tax return for 2007.  Pursuant to this election, the Fund generally will not have to pay corporate-level taxes on any income it distributes to the Company as dividends, allowing the Fund's 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 a high total return.  The Fund seeks to achieve its investment objective by providing debt financing to portfolio companies.  Since inception, the Fund's investing activities have focused primarily on private debt securities.  The Fund generally receives warrants to acquire equity securities in connection with its portfolio investments.  The Fund generally distributes these warrants to the Company upon

20


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

The portfolio investments of the Fund consist of debt financing to early and late stage venture-capital-backed 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 VI, Inc. (“Fund VI”)

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

Critical Accounting Policies

We identified and determined the most critical accounting principles upon which our financial statements depend by considering accounting policies that involve the most complex or subjective decisions or assessments. Such critical accounting policies relate to the valuation of loans and treatment of non-accrual loans.  

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

Results of Operations - For the Three and Nine Months Ended September 30, 2013 and 2012

Total investment income for the three months ended September 30, 2013 and 2012 was $1.0 million and $2.7 million, respectively, which primarily consisted of interest on the performing venture loans outstanding. The remaining income consisted of interest and dividends on the temporary investment of cash. The decrease in investment income is due to the decrease in the average loans outstanding from $54.4 million for the three months ended September 30, 2012 to $11.8 million for the three months ended September 30, 2013, and was marginally offset by the increase in average yield from 17.23% for the three months ended September 30, 2012 to 22.67% for the three months ended September 30, 2013. 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 loans funded during the year.

Total investment income for the nine months ended September 30, 2013 and 2012 was $3.8 million and $10.5 million, respectively, which primarily consisted of interest on the performing venture loans outstanding. The remaining income consisted of interest and dividends on the temporary investment of cash. The decrease in investment income is due to the decrease in the average loans outstanding from $73.7 million for the nine months ended September 30, 2012 to $22.1 million for the nine months ended September 30, 2013, and was marginally offset by the increase in average yield from 17.87% for the nine months ended September 30, 2012 to 19.85% for the nine months ended September 30, 2013. 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 loans funded during the year.


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Management fees for the three months ended September 30, 2013 and 2012 were $0.1 million and $0.4 million, respectively. Management fees for the nine months ended September 30, 2013 and 2012 were $0.6 million and $1.5 million, respectively. Management fees are equal to 2.5% of the Fund's assets under management. As management fees are based on the Fund's assets under management, the decrease is due to the decrease in assets under management relative to the previous year.

Total banking and professional fees for the three months ended September 30, 2013 and 2012 were less than $0.1 million, respectively. Total banking and professional fees for the nine months ended September 30, 2013 and 2012 were $0.2 million. The banking and professional fees were comprised of legal, audit, banking and other professional fees.

Total other operating expenses for the three and nine months ended September 30, 2013 and 2012 were less than $0.1 million. These expenses included director fees, custody fee, tax fees, and other expenses related to the operation of the Fund. Other operating expenses remained relatively stable for the periods presented.

Net investment income for the three months ended September 30, 2013 and 2012 was $0.8 million and $2.3 million, respectively. Net investment income for the nine months ended September 30, 2013 and 2012 was $2.9 million and $8.8 million, respectively.
 
Total net realized loss from investments was $0.5 million and $0.4 million for the three months ended September 30, 2013 and 2012, respectively. Total net realized loss from investments was $1.7 million and $0.9 million for the nine months ended September 30, 2013 and 2012, respectively. The realized losses consist of write-offs, net of recoveries of previously written off uncollectible loans.

Net change in unrealized gain from investments was $0.5 million and $1.5 million for the three months ended September 30, 2013 and 2012, respectively. Net change in unrealized gain from investments was $0.2 million and $0.4 million for the nine months ended September 30, 2013 and 2012, respectively. The unrealized gain consists of fair market value adjustments to loans.  

Net increase in net assets resulting from operations for the three months ended September 30, 2013 and 2012 was $0.8 million and $3.4 million, respectively.  Net increase in net assets resulting from operations for the nine months ended September 30, 2013 and 2012 was $1.5 million and $8.3 million, respectively. On a per share basis, the net increase in net assets resulting from operations was $8.18 and $33.90 for the three months ended September 30, 2013 and 2012, respectively. On a per share basis, the net increase in net assets resulting from operations was $14.71 and $82.99 for the nine months ended September 30, 2013 and 2012, respectively.

Liquidity and Capital Resources - September 30, 2013 and December 31, 2012

Total capital contributed to the Fund was $193.5 million, prior to distribution of capital, as of September 30, 2013 and December 31, 2012.  Committed capital to the Company at September 30, 2013 and December 31, 2012 was $270.0 million, of which $202.5 million had been called.  The remaining $67.5 million in committed capital as of September 30, 2013 remains uncalled. On December 9, 2011, the Fund's Board of Directors resolved that no future capital calls would be made, thus the Fund no longer has access to additional capital from investors.

As of September 30, 2013 and December 31, 2012, 41.7% and 5.5%, respectively, of the Fund's assets consisted of cash and cash equivalents.  The Fund has no unexpired unfunded commitments and does not anticipate funding any additional loans.  Net loan amounts outstanding after amortization and fair market adjustment decreased by approximately $28.9 million for the same period.  Unexpired, unfunded commitments totaled $0 as of September 30, 2013.


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As of
Cumulative Amount
Disbursed
Principal
Reductions and Fair
Market Adjustments
Balance
Outstanding – Fair
Value
Unexpired
Unfunded
Commitments
September 30, 2013
$450.7 million
$437.6 million
$13.1 million
$—
December 31, 2012
$450.7 million
$408.7 million
$42.0 million
$—


Because venture loans are privately negotiated transactions, investments in these assets are relatively illiquid.

The Fund will seek 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 credit risk by maintaining a portfolio that is diverse by industry, size of investment, stage of development, and borrower.  The Fund has limited exposure to public market price fluctuations as the Fund primarily invests in private business enterprises and the Fund generally distributes all equity securities upon receipt to the Company.

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

The Fund's sensitivity to changes in interest rates is regularly monitored and analyzed by measuring the characteristics of assets and liabilities.  The Fund utilizes various methods to assess interest rate risk in terms of the potential effect on interest income net of interest expense, the value of net assets and the value at risk in an effort to ensure that the Fund is insulated from any significant adverse effects from changes in interest rates.  Based on the model used for the sensitivity of interest income net of interest expense, if the balance sheet were to remain constant and no actions were taken to alter the existing interest rate sensitivity, a hypothetical immediate 100 basis point change in interest rates would have affected net income by less than $0.1 million.  This translates to less than 1% of net income for the three and nine months ended September 30, 2013.  

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


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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.


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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.


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PART II — OTHER INFORMATION

Item 1.  Legal Proceedings

The Fund may become party to certain lawsuits from time to time in the normal course of business.  While the outcome of these legal proceedings cannot at this time be predicted with certainty, the Fund does not expect these proceedings will have a material effect upon the Fund's financial condition or results of operation.  Management is not aware of any pending legal proceedings involving the Fund.

Item 1A. Risk Factors

See Item 1A - 'Risk Factors' in the Fund's 2012 Annual Report on Form 10-K for a detailed description of the risks attendant to the Fund and its business. There were no material changes to these factors during the three or six months ended September 30, 2013.

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

Prior to the Fund's commencement of operations on February 21, 2007, the Fund sold 100,000 shares to the Fund's sole shareholder, the Company, for $25,000 in September 2006.  No other shares of the Fund have been sold; however, the Fund received an additional $193.5 million of paid in capital during the period from February 21, 2007 through September 30, 2013, which has been and will 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.


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Item 6.  Exhibits

Exhibit Number
Description
3(i)
Articles of Incorporation of the Fund as filed with the Maryland Secretary of State on August 21, 2006, incorporated by reference to the Fund's Form 10 filed with the Securities and Exchange Commission on October 10, 2006.
3(ii)
Amended and Restated Bylaws of the Fund, incorporated by reference to the Fund's Form 10-K filed with the Securities and Exchange Commission on March 25, 2010.
4.1
Form of Purchase Agreement between the Fund and the Company, incorporated by reference to the Fund's Registration Statement on Form 10 filed with the Securities and Exchange Commission on October 10, 2006.
31.1-32.2
Certifications pursuant to The Sarbanes-Oxley Act of 2002.

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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 V, INC.
 
 
(Registrant)
 
 
 
Chairman and Chief Executive Officer
By:
/s/ Maurice C. Werdegar
By:
/s/ Martin D. Eng
Maurice C. Werdegar
Martin D. Eng
President and Chief Executive Officer
Chief Financial Officer
Date:
November 8, 2013
Date:
November 8, 2013




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EXHIBIT INDEX

Exhibit Number
Description
3(i)
Articles of Incorporation of the Fund as filed with the Maryland Secretary of State on August 21, 2006, incorporated by reference to the Fund's Form 10 filed with the Securities and Exchange Commission on October 10, 2006.
3(ii)
Amended and Restated Bylaws of the Fund, incorporated by reference to the Fund's Form 10-K filed with the Securities and Exchange Commission on March 25, 2010.
4.1
Form of Purchase Agreement between the Fund and the Company, incorporated by reference to the Fund's Registration Statement on Form 10 filed with the Securities and Exchange Commission on October 10, 2006.
31.1-32.2
Certifications pursuant to The Sarbanes-Oxley Act of 2002.













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