VENTURE LENDING & LEASING INC
10-Q, 1999-05-14
ASSET-BACKED SECURITIES
Previous: WNC HOUSING TAX CREDIT FUND IV L P SERIES 2, 8-K, 1999-05-14
Next: ENCAD INC, 10-Q, 1999-05-14






                                    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 ending March 31, 1999


          [ ] 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 0-22618

                        Venture Lending & Leasing, Inc. 
             (Exact Name of Registrant as specified in its charter)

                    Maryland                                       13-3775187 
- -------------------------------------------------            -------------------
(State or other jurisdiction of incorporation or               (I.R.S. Employer
         or organization)                                    Identification No.)

             2010 North First Street, Suite 310, San Jose, CA 95131
             ------------------------------------------------------
                     (Address of principal executive offices)
                                   (Zip Code)

                                 (408) 436-8577
             ------------------------------------------------------
              (Registrant's telephone number, including area code)

         Indicate by check mark whether the registrant has (i) filed all reports
required to be filed by Section 13 or 15(d) of the  Securities  and Exchange Act
of 1934  during the  preceding  12 months (or for such  shorter  period that the
registrant was required to file such reports), and (ii) has been subject to such
filing requirements for the past 90 days.
Yes [X]   No    

         Indicate  the  number of  shares  outstanding  of each of the  issuer's
classes of common stock, as of the latest practicable date:

                   Class                        Outstanding as of May 15, 1999
- -------------------------------------------     ------------------------------
Common Stock, $.001 par value                              48,318.58

                 Page 1 of 17; Exhibit Index appears on Page 16



                                       1
<PAGE>





                         VENTURE LENDING & LEASING, INC.

                                      INDEX

                                                                    Page Number

PART I -- FINANCIAL INFORMATION

Item 1.  Financial Statements

                  Statement of Financial Position                             3
                  March 31, 1999 (Unaudited) and June 30, 1998 (Audited)

                  Statement of Operations (Unaudited)                         4
                  Nine Months ended March 31, 1999 and
                  March 31, 1998

                  Statement of Operations (Unaudited)                         5
                  Three months ended March 31, 1999 and
                  March 31, 1998

                  Statement of Changes in Shareholders Equity                 6
                  Nine Months ended March 31, 1999 (Unaudited)
                  and the Year Ended June 30, 1998 (Audited)

                  Statement of Cash Flows (Unaudited)                         7
                  Nine Months ended March 31, 1999 and
                  March 31, 1998

                  Notes to Financial Statements                           8 - 12

Item 2.  Management's Discussion and Analysis of Financial               13 - 15
                  Condition and Results of Operations

PART II -- OTHER INFORMATION

Item 4.  Submission of Matters to a Vote of Security Holders                 16

Item 6.  Exhibits                                                            16

SIGNATURES                                                                   17 



                                       2
<PAGE>



VENTURE LENDING & LEASING, INC.

Statement of Financial Position

- --------------------------------------------------------------------------------

                                                    (Unaudited)       (Audited)
                                                  March 31, 1999   June 30, 1998
Assets                                            --------------    ------------

Loans and leases, at estimated fair value
(cost of $60,348,846 and $81,421,224)               $ 60,335,030    $ 79,821,224
Investments in warrants, at estimated fair value
(cost of $1,125,350 and $1,208,550)                    1,180,019       1,289,713
Investments in stocks, at estimated fair value
(cost of $192,330 and $650,263)                          437,367       4,276,393
Cash and cash equivalents                              3,801,163       2,301,753
Past due loans receivable                                495,145         584,577
Other assets                                             147,791         215,423
                                                    ------------    ------------
  Total assets                                        66,396,515      88,489,083
                                                    ------------    ------------


Liabilities & Shareholders' Equity

Liabilities
Bank loans                                            28,993,882      36,114,059
Management fees payable                                  412,305         560,821
Accounts payable and other accrued liabilities           581,168         750,953
                                                    ------------    ------------
                                                    
  Total liabilities                                   29,987,355      37,425,833
                                                    ------------    ------------

Shareholders' Equity

Common stock, $.001 par value;
100,000,000 shares authorized;
issued and outstanding, 48,318.58 shares                      49              49
Capital in excess of par value                        46,641,051      46,641,051
Distributions                                        (37,591,048)   (16,871,073)
Accumulated earnings                                  27,359,108      21,293,223
                                                    ------------    ------------
Total shareholders' equity                            36,409,160      51,063,250
                                                    ------------    ------------
Total liabilities & shareholders' equity            $ 66,396,515    $ 88,489,083
                                                    ============    ============


The accompanying notes are an integral part of these statements.


                                       3
<PAGE>


VENTURE LENDING & LEASING, INC.

Statement of Operations (Unaudited)

- --------------------------------------------------------------------------------


                                                            For the Nine
                                                         Months Ended March 31,

                                                           1999           1998
                                                       -----------    ----------

  Investment income:
     Interest on loans and leases                     $ 9,088,170    $ 9,369,552
     Interest on short-term investments                   160,076        302,567
                                                       -----------    ----------
                                                       
       Total investment income                          9,248,246      9,672,119
                                                       -----------    ----------
                                                       


  Expenses:
     Interest expense                                   1,681,850      2,294,947
     Management fee                                     1,388,002      1,748,193
     Bank loan facility fee                               237,432        114,556
     Professional fees                                    124,398        148,360
     Other operating expenses                              96,515        115,919
                                                       -----------    ----------
                                                  
       Total expenses                                   3,528,197      4,421,975
                                                       -----------    ----------
                                                  
  Net investment income                                 5,720,049      5,250,144
  Net change in unrealized (loss) gain
   from investment transactions                        (1,821,404)        40,333
  Net realized gain from investment transactions        3,753,423      4,207,596
  Realized loss on loans                               (1,586,183)          --
                                                       -----------    ----------
                                                       
       Net income                                     $ 6,065,885    $ 9,498,073
                                                       ===========    ==========
                                                  

  Basic earnings per share                            $    125.54    $    201.94
                                                      ===========    ===========
                                                      
  Weighted average shares outstanding                      48,319         47,034
                                                      ===========    ===========
                                                      


The accompanying notes are an integral part of these statements.


                                       4
<PAGE>


VENTURE LENDING & LEASING, INC.

Statement of Operations  (Unaudited)

- --------------------------------------------------------------------------------


                                                            For the Three
                                                          Months Ended March 31,

                                                           1999          1998
                                                       ----------     ----------
                                                     
  Investment income:
     Interest on loans and leases                     $ 2,570,686    $ 3,395,265
     Interest on short-term investments                    60,516         97,869
                                                       -----------    ----------
                                         
          Total investment income                       2,631,202      3,493,134
                                                       -----------    ----------
                                        

  Expenses:
     Interest expense                                     486,415        694,774
     Management fee                                       412,305        578,605
     Other operating expenses                             154,945        204,753
                                                       -----------    ----------
                                         
          Total expenses                                1,053,665      1,478,132
                                                       -----------    ----------
                                         
  Net investment income                                 1,577,537      2,015,002
  Net change in unrealized (loss) gain
  from investment transactions                           (100,672)       908,301
  Net realized (loss) gain from
  investment transactions                                 (20,000)     1,822,117
                                                       -----------    ----------
                                        

          Net income                                  $ 1,456,865    $ 4,745,420
                                                       ===========    ==========
                                         

  Basic earnings per share                            $     30.15    $     98.21
                                                      ===========    ===========
                                         

  Weighted average shares outstanding                      48,318         48,319
                                                      ===========    ===========
                                        



The accompanying notes are an integral part of these statements.


                                       5
<PAGE>




VENTURE LENDING & LEASING, INC.

Statement of Changes in Shareholders' Equity (Unaudited)

- --------------------------------------------------------------------------------



                              For the Year Ended June 30, 1998 and

                              the Nine Months Ended March 31, 1999
                              ------------------------------------




               Common Stock      Capital
             ----------------      in
                                Excess of               Accumulated
              Shares   Amount   Par Value  Distributions  Earnings     Total
             -------------------------------------------------------------------

Balance,
June 30, 1997 39,054.38  $40  $37,317,282  ($5,828,791) $8,967,021   $40,455,552

Shares sold    9,264.20    9    9,323,769       ----        ----       9,323,778
Distributions    ----    ----      ----    (11,042,282)     ----    (11,042,282)
Net income       ----    ----      ----         ----    12,326,202    12,326,202
              ------------------------------------------------------------------

Balance,
June 30, 1998 48,318.58   49   46,641,051  (16,871,073) 21,293,223    51,063,250

Distributions    ----    ----      ----    (20,719,975)      ----   (20,719,975)
Net income       ----    ----      ----         ----     6,065,885     6,065,885
              ------------------------------------------------------------------

Balance,
March 31,1999 48,318.58  $49  $46,641,051 ($37,591,048) $27,359,108  $36,409,160
              ==================================================================




The accompanying notes are an integral part of these statements.


                                       6
<PAGE>


VENTURE LENDING & LEASING, INC.

Statement of Cash Flows (Unaudited)

- --------------------------------------------------------------------------------


                                                  For the Nine     For the Nine
                                                  Months Ended     Months Ended
                                                 March 31, 1999   March 31, 1998
                                                 --------------   --------------

Cash flows from operating activities:

Net income                                         $  6,065,885    $  9,498,073
Adjustments to reconcile net income
to net cash provided by operating activities:
Amortization of organizational expenses                  22,437          15,033
Amortization of bank loan expenses                       49,813          38,997
Gain on sale of securities                           (3,753,423)     (4,207,596)
Realized loss on loans                                1,586,183            --
Increase (Decrease) in unrealized gain
from investment transactions                          1,821,404         (40,333)
Increase in past due loans receivable                    89,432        (192,323)
Decrease in other assets                                 (4,618)       (171,248)
Increase (decrease) in management fees payable         (148,516)       (152,310)
Decrease in accounts payable and other
accrued liabilities                                    (169,785)       (331,826)

                                                   ------------    ------------
Net cash provided by operating activities             5,558,812       4,456,467
                                                   ------------    ------------

Cash flows from investing activities:

Acquisition of loans and leases                      (8,366,718)    (39,642,239)
Principal payments on loans and leases               27,852,912      19,557,375
Acquisition of warrants and common stock                (73,309)       (403,475)
Proceeds from sale of securities                      4,367,865       4,189,539

                                                   ------------    ------------
Cash provided by (used in) investing activities      23,780,750     (16,298,800)
                                                   ------------    ------------

Cash flows from financing activities:

Sales of common stock, net                                 --         9,323,778
Distributions to shareholders                       (20,719,975)     (7,203,371)
Loan from bank                                        7,500,000      15,000,000
Principal payments on bank loan                     (14,620,177)     (4,790,025)

                                                   ------------    ------------
Net cash provided by (used in)
financing activities                                (27,840,152)     12,330,382
                                                   ------------    ------------

Net increase in cash and cash equivalents             1,499,410         488,049
                                                   ------------    ------------

Cash and cash equivalents -- beginning of period      2,301,753       3,946,955
                                                   ------------    ------------

Cash and cash equivalents -- end of period         $  3,801,163    $  4,435,004
                                                   ============    ============



The accompanying notes are an integral part of these statements.



                                       7
<PAGE>


                         VENTURE LENDING & LEASING, INC.

                    NOTES TO FINANCIAL STATEMENTS (UNAUDITED)
                                 MARCH 31, 1999

- --------------------------------------------------------------------------------


1.  BASIS OF PRESENTATION:

The accompanying  condensed financial  statements have been prepared pursuant to
the rules and regulations of the Securities and Exchange Commission (SEC) and in
Management's  opinion,  include  all  adjustments  (consisting  only  of  normal
recurring  adjustments)  necessary for a fair  presentation  of results for such
interim periods.  Certain information and note disclosures  normally included in
annual  financial  statements  prepared in accordance  with  generally  accepted
accounting  principles  have been omitted  pursuant to SEC rules or regulations;
however,  the Fund believes that the  disclosures  made are adequate to make the
information  presented not  misleading.  The interim results for the nine months
ended March 31, 1999 and 1998, are not necessarily indicative of results for the
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 for the year ended June 30, 1998.

2.  SUMMARY OF INVESTMENTS:

Loans and leases generally are made to borrowers pursuant to commitments whereby
the Fund commits to finance assets up to a specified  amount for the term of the
commitments,  upon the terms and  subject to the  conditions  specified  by such
commitment.  The Fund's  investments in loans and leases are entirely within the
United States and are diversified among the following industries.

The percentage of  shareholders'  equity that each industry group  represents is
shown with the industry totals:

                                                       Outstanding
Borrower                                              March 31, 1999

Biotechnology:
Biosys, Inc.                                                 $1,411,463
Ceres, Inc.                                                   1,146,125
Desmos, Inc.                                                     99,718
Advanced Therapies, Inc.                                        128,000
Gene Logic, Inc.                                                690,039
Protien Delivery, Inc.                                          131,314
Regen Biologics, Inc.                                           679,545
Telek, Inc.                                                     665,905
Therics, Inc.                                                   365,143
                                                   ---------------------
  Total biotechnology (14.6%)                                 5,317,252
                                                   ---------------------



                                       8
<PAGE>



Communications:
AUnet Corporation                                              $400,344
Brocade Communications, Inc.                                    990,222
Cerent Corporation                                            3,738,175
Digital Generation Systems, Inc.                              3,271,462
Exodus Communications, Inc.                                   2,874,686
Fabrik Communications, Inc.                                   1,728,354
Juniper Networks, Inc.                                        1,872,459
Optimal Networks Corporation                                    273,418
Optivision, Inc.                                                357,081
Silicon Wireless, Inc.                                        1,276,299
Socket Communications, Inc.                                      17,634
Wink Communications, Inc.                                       667,706
Yago Systems, Inc.                                              206,644
                                                   ---------------------
  Total communications (48.5%)                               17,674,484
                                                   ---------------------

Computers and peripherals:
Das Devices, Inc.                                             3,491,580
Headway Technologies, Inc.                                    4,363,748
Aptix Corporation                                               568,623
Neomagic Corporation                                            300,082
SVision, Inc.                                                   594,626
                                                   ---------------------
  Total computers and peripherals (25.6%)                     9,318,659
                                                   ---------------------

Internet:
Active Software, Inc.                                           187,787
Adforce, Inc.                                                 1,362,158
Intermedia Communications                                       123,167
Inverse Network Technology                                      252,340
Keynote Systems Incorporated                                    326,094
Netratings, Inc.                                                155,703
                                                   ---------------------
  Total Internet (6.6%)                                       2,407,249
                                                   ---------------------

Medical devices:
Ciphergen Biosystems                                            191,433
eMed                                                            134,917
Encelle, Inc.                                                   226,410
Heartstent Corporation                                          125,620
Integ Incorporated                                            3,789,604
Aerogen, Inc.                                                   233,588
Intratherapeutics, Inc.                                         803,749
Myelotec, Inc.                                                  224,269
Oratec Interventions, Inc.                                      175,589
Spinal Concepts, Inc.                                           214,133
Survivalink Corporation                                         476,153
                                                   ---------------------
  Total medical devices (18.1%)                               6,595,465
                                                   ---------------------



                                       9
<PAGE>





Software:
Calico Technology, Inc.                                        $416,083
Commerce One, Inc.                                              245,056
Comps Infosystems, Inc.                                       1,730,475
Datamind Corporation                                            396,821
Documentum                                                      219,207
Mineshare Corpration                                            315,769
Personic Software Inc.                                          359,185
Persistence Software, Inc.                                      174,822
Perspecta, Inc.                                                 285,041
Release Software Corporation                                    266,551
Solopoint, Inc.                                                  74,590
Tenth Planet Exploration, Inc.                                  112,560
                                                   ---------------------
  Total software (12.6%)                                      4,596,160
                                                   ---------------------

Semiconductors and equipment:
Abpac, Inc.                                                     854,550
Apache, Inc.                                                     66,124
Dynachip Corporation                                          1,125,449
Equator Technologies, Inc.                                    1,679,089
iCompression, Inc.                                              148,835
I-Cube, Inc.                                                    760,882
Lightwave Microsystems Corporation                              520,225
Poseidon Technology, Inc.                                       503,863
Quantum3D, Inc.                                                  98,774
SiRF Technology                                                 623,638
Telecruz Technology, Inc.                                       462,035
Tessera, Inc.                                                    55,553
Transmeta Corporation                                         2,764,150
O-In Design Automation                                          311,964
ZSP Corporation                                                 807,805
                                                   ---------------------
  Total semiconductors and equipment (29.6%)                 10,782,936
                                                   ---------------------

Other:
Intelligent Systems for Retail                                1,398,673
Volumetrics Medical Imaging Inc.                                262,757
Larex, Inc.                                                   1,084,968
Uniax Corporation                                               910,243
                                                   ---------------------
  Total other (10.0%)                                         3,656,641
                                                   ---------------------


Total                                                       $60,348,846
                                                   =====================




                                       10
<PAGE>





The Fund  provides  asset-based  financing  primarily  to start-up  and emerging
growth  venture-capital-backed  companies.  As a result,  the Fund is subject to
general credit risk associated with such companies.  At March 31, 1999, the Fund
has unfunded commitments to borrowers of $38.9 million.


The Fund's investments in warrants are entirely within the United States and are
diversified  among the following  industries.  The  percentage of  shareholders'
equity that each industry group represents is shown with the industry totals:

                                                       Percentage of
Industry                       Warrant Value        Shareholders' Equity
- --------------------------------------------------------------------------
        

Biotechnology                 $  118,210                     0.33%
Communications                   291,500                     0.80%
Computer and peripherals         141,000                     0.39%
Internet                          43,250                     0.12%
Medical devices                  162,300                     0.45%
Semiconductor                    244,059                     0.67%
Software                         119,700                     0.33%
Other                             60,000                     0.17%
                              -------------------------------------------
                                        
     Total warrants           $1,180,019                     3.26%
                           ==============================================


The Fund's  investment in common stock at March 31, 1999 consists of investments
in four  securities  within  the  United  States  and is  diversified  among the
software,   computer  and  peripherals  and  communications  industries.   These
investments  have a carrying value of $0.4 million and represents 1.2 percent of
the Fund's shareholders' equity.

At March 31, 1999, the Fund held 0.3 million warrants to purchase the common and
preferred shares of 8 publicly traded companies.  Because of the illiquid nature
of these  warrants,  the Fund is carrying  the public  companies at a discounted
value of  $279,000.  The  warrants  issued by  private  companies  do not have a
readily ascertainable market value and were assigned a minimal value at the time
of acquisition. These warrants had a value of $0.9 million at March 31, 1999.


3.  EARNINGS PER SHARE:

The Fund adopted  Statement of Financial  Accounting  Standards  (SFAS) No. 128,
"Earnings per Share," effective December 31, 1997. SFAS No. 128 replaces primary
and fully diluted  earnings per share with basic and diluted  earnings per share
calculations. Basic earnings per share are computed by dividing net income, less
dividends on preferred stock, by the weighted average common shares outstanding.
Diluted earnings


                                       11
<PAGE>





3.  EARNINGS PER SHARE (continued):

per share are  computed by dividing  net income,  less  dividends  on  preferred
stock, by the weighted average common shares outstanding, including the dilutive
effects of  potential  common  shares  (e.g.,  stock  options).  The Fund has no
preferred  stock or instruments  that would be potential  common  shares;  thus,
reported basic and diluted earnings are the same.



4.  FUTURE FINANCIAL ACCOUNTING STANDARDS:

In June 1998, the Financial  Accounting  Standards  Board (FASB) issued SFAS No.
133,  "Accounting for Derivative  Instruments and Hedging  Activities." SFAS No.
133  establishes   accounting  and  reporting  standards  requiring  that  every
derivative  instrument  (including  certain derivative  instruments  embedded in
other  contracts)  be  recorded  in the  balance  sheet  as  either  an asset or
liability  measured at its fair value. SFAS No. 133 requires that changes in the
derivative's  fair value be  recognized  currently in earnings  unless  specific
hedge  accounting  criteria are met.  Special  accounting for qualifying  hedges
allows a derivative's  gains and losses to offset related  results on the hedged
item in the income  statement  and requires  that a company  formally  document,
designate,  and assess the  effectiveness  of  transactions  that receive  hedge
accounting.

SFAS No. 133 is effective for fiscal years  beginning  after June 15, 1999,  and
the Fund plans to adopt its  provisions  effective  July 1,  1999.  From time to
time,  the Fund  enters into  interest  rate swaps to hedge its  interest  rate.
Additionally,  certain of its  investments  and  long-term  borrowings  may have
embedded  options  due to call or put  features  that  would be  required  to be
accounted for differently  under SFAS No. 133 as compared to current  accounting
principles.  The Fund has not yet quantified the impact of adopting SFAS No. 133
on its financial statements; however, SFAS No. 133 could increase the volatility
of future earnings.




                                       12
<PAGE>



PART I -- FINANCIAL INFORMATION

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

General

         Venture  Lending  &  Leasing,   Inc.   ("Fund")  is  a  non-diversified
closed-end   management  investment  company  electing  status  as  a  "business
development  company"  ("BDC") under the  Investment  Company Act of 1940 ("1940
Act") whose  investment  objective is to achieve a high total  return.  The Fund
provides  asset-based  financing to carefully  selected  venture  capital-backed
companies,  in the  form  of  secured  loans,  installment  sales  contracts  or
equipment  leases.  The Fund  generally  receives  warrants  to  acquire  equity
securities  in  connection  with  its  portfolio  investments.  There  can be no
assurance that the Fund will attain its investment objective.

         The Fund's shares of Common Stock, $.001 par value (`Shares") were sold
to  subscribers  pursuant  to capital  calls made  through  August  1998.  Total
committed  capital of $46.6  million has been fully funded as of March 31, 1999.
The Fund has completed its  investment  period and will now focus on efficiently
managing the Fund's  portfolio.  As of March 31, 1999, the Fund has  distributed
$37.6  million  to  its  investors,  including  approximately  $9.9  million  of
committed capital.

         In  addition  to the  historical  information  contained  herein,  this
Quarterly Report contains certain forward-looking statements. The reader of this
Quarterly Report should understand that all such forward-looking  statements are
subject to various  uncertainties and risks that could affect their outcome. The
Fund's  actual  results  could differ  materially  from those  suggested by such
forward-looking  statements.  Factors  that could  cause or  contribute  to such
differences  include,  but are not limited to,  variances  in the actual  versus
projected  growth in assets,  return on assets,  loan  losses,  expenses,  rates
charged on loans and earned on securities investments and competition effects as
well as other factors.  This entire  Quarterly Report should be read to put such
forward-looking  statements in context and to gain a more complete understanding
of the uncertainties and risks involved in the Fund's business.


Results of Operations --   Nine Months Ended March 31, 1999 and 1998

         Total  investment  income for the Nine months ending March 31, 1999 and
1998 were $9.2 million and $9.7 million, respectively, of which $9.1 million and
$9.4 million,  respectively,  consisted of interest on venture loans outstanding
during the period.  Remaining  income  consisted  of  interest on the  temporary
investment  of  cash,   pending  investment  in  venture  loans  and  leases  or
application to the Fund's expenses.

         Expenses  for the Nine months  ending March 31, 1999 and 1998 were $3.5
million and $4.4  million,  respectively.  Net income for the Nine months  ended
March 31, 1999 and 1998 was $6.1  million  and $9.5  million  and  includes  net
change in  realized  and  unrealized  gains  (losses)  of $0.3  million and $4.2
million.  On a per share  basis,  for the Nine months  ending March 31, 1999 and
1998 net income was $126 and $202.



                                       13
<PAGE>




         Net  investment  income  increased  to $5.7 million for the nine months
ending March 31, 1999  compared to $5.3 million for the nine months ending March
31, 1998,  reflecting the early pay-off of several loans,  lower management fees
and  interest  expense.  As the  Fund  distributes  contributed  capital  to its
investors,  management fees based on the Fund's total asset base are expected to
continue to decrease  accordingly.  The most  significant  factor  effecting net
income for the period was the net change in realized and unrealized gain of $0.3
million for the nine months  ending  March 31, 1999  compared to the net gain of
$4.2 million for the nine months ending March 31, 1998.

         The Fund's policy is to place a loan on non-accrual  status when either
principal or interest  has become past due for 90 days or more.  As of March 31,
1999 and 1998,  the Fund had loan balances  outstanding of $3.2 million and $2.5
million to borrowers that were carried on a non-accrual  basis.  The amount that
the Fund will  ultimately  recover  on these  loans  cannot be  determined  with
certainty.

Liquidity and Capital Resources --  March 31, 1999 and 1998

         Total  capital   committed  to  the  purchase  of  shares  pursuant  to
subscription agreements was approximately $46.6 million at March 31, 1999. As of
March 31, 1999,  100% of  committed  capital was called to fund  investments  in
venture loans and leases and to meet the Fund's expenses.

         The Fund has in place a $30  million  securitization  debt  facility to
finance the acquisition of asset-based  loans and leases.  The principal balance
is a 39-month term loan.  Additional amounts can be drawn on the credit facility
by a minimum of $5 million and in $1 million  increments in excess  thereof.  At
March 31, 1999,  there was $27.9 million  outstanding  under this facility.  The
interest rate on the facility is LIBOR plus .50 percent.

         Borrowings  under the  facility  are  collateralized  by the  equipment
financed  by the Fund under loans and leases with  assignment  to the  financial
institution,  plus other assets of the Fund. The amortization  schedule for each
borrowing  under the facility is expected to correspond to the  amortization  of
the loans and leases acquired with the proceeds of each borrowing. The Fund pays
a commitment  fee of 0.25  percent  annually  based on the average  daily unused
portion of the commitment with respect to this facility.

         Additionally,  the Fund has a $10 million warehouse line of credit with
$1.1 million  outstanding  on March 31, 1999. The interest rate on the warehouse
line is LIBOR plus 1.25 percent.

         The Fund  enters  into  interest  rate swap  transactions  to hedge its
interest  rate on the debt  facility.  The net interest  received or paid on the
transactions  is included in interest  expense.  At March 31, 1999, the Fund had
interest swap transactions outstanding with a total notional principal amount of
$35.3 million. The effect of the swap is to convert the variable LIBOR rate into
a fixed rate on the contract notional value.



                                       14
<PAGE>




         As long as the Fund  qualifies as a RIC, it will not pay any federal or
state  corporate  income  tax on  income  that is  distributed  to  shareholders
(pass-through status). Should the Fund lose its qualification as a RIC, it could
be taxed as an ordinary corporation on its taxable income for that year (even if
that income is distributed to its  shareholders),  and all  distributions out of
its earnings and profits will be taxable to shareholders as ordinary income.

Year 2000 Issue

         The Fund utilizes  software and related  information  technologies that
will be affected by the date change in the year 2000. The year 2000 issue exists
because many computer  systems and  applications  currently  use two-digit  date
fields to  designate  a year.  When the  century  date  change  occurs,  certain
date-sensitive  systems may recognize the year 2000 as 1900, or not at all. This
inability to  recognize or properly  treat the year 2000 may result in a systems
failure  or  cause  systems  to  process  critical   financial  and  operational
information incorrectly.  Additionally, many of the Fund's customers and service
providers use software and information technology that could also be affected by
the date change.

         Based on ongoing assessments and testing,  the Fund believes that there
is no material risk of business  interruption  as a result of computer errors or
inefficiencies.  Consequently, the Fund does not anticipate that the remediation
costs  associated  with the year 2000 issue will be  material.  The Fund is also
working with its vendors and customers to obtain reasonable assurances that they
are taking comparable steps with respect to their year 2000 exposures.  However,
in the event that significant vendors or customers do not adequately address the
year  2000  issue,  it  could  have a  material  adverse  effect  on the  Fund's
operations  and  financial  position.   The  Fund's  contingency  plan  includes
switching to vendors that are year 2000  compliant and utilizing  backup systems
that do not rely on computers.  The steps the Fund is taking and intends to take
do not guarantee  complete  success or eliminate the  possibility  that the Fund
will not be adversely affected by the matters related to the year 2000.



                                       15
<PAGE>



PART II -- OTHER INFORMATION

Item 4.  Submission of Matters to a Vote of Security Holders

None

Item 6.  Exhibits

         Ex 27.1 Financial Data Schedule




                                       16
<PAGE>




                                   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, INC.
                                                     Registrant

Date: May 15, 1999                                                             
                                                 Ronald W. Swenson
                                                     Chairman
                                             [Chief Executive Officer]


Date: May 15, 1999                                                             
                                               Salvador O. Gutierrez
                                               President & Treasurer
                                             [Chief Financial Officer]



                                       17
<PAGE>

<TABLE> <S> <C>

<ARTICLE>                           6
<CIK>                               0000913570
<NAME>                              Venture Lending & Leasing, Inc.
<MULTIPLIER>                                       1,000

       
<S>                                         <C>
<PERIOD-TYPE>                                       YEAR
<FISCAL-YEAR-END>                            JUN-30-1999
<PERIOD-START>                               JUL-01-1998
<PERIOD-END>                                 Mar-31-1999
<INVESTMENTS-AT-COST>                             61,580
<INVESTMENTS-AT-VALUE>                            61,866
<RECEIVABLES>                                        495
<ASSETS-OTHER>                                     3,949
<OTHER-ITEMS-ASSETS>                                   0
<TOTAL-ASSETS>                                    66,310
<PAYABLE-FOR-SECURITIES>                               0
<SENIOR-LONG-TERM-DEBT>                           28,994
<OTHER-ITEMS-LIABILITIES>                            907
<TOTAL-LIABILITIES>                               29,901
<SENIOR-EQUITY>                                        0
<PAID-IN-CAPITAL-COMMON>                          46,641
<SHARES-COMMON-STOCK>                                 49
<SHARES-COMMON-PRIOR>                                 49
<ACCUMULATED-NII-CURRENT>                              0
<OVERDISTRIBUTION-NII>                            10,518
<ACCUMULATED-NET-GAINS>                                0
<OVERDISTRIBUTION-GAINS>                               0
<ACCUM-APPREC-OR-DEPREC>                             286
<NET-ASSETS>                                      36,409
<DIVIDEND-INCOME>                                      0
<INTEREST-INCOME>                                  9,248
<OTHER-INCOME>                                         0
<EXPENSES-NET>                                     3,528
<NET-INVESTMENT-INCOME>                            5,720
<REALIZED-GAINS-CURRENT>                           2,167
<APPREC-INCREASE-CURRENT>                         (1,821)
<NET-CHANGE-FROM-OPS>                              6,066
<EQUALIZATION>                                         0
<DISTRIBUTIONS-OF-INCOME>                          6,909
<DISTRIBUTIONS-OF-GAINS>                           2,167
<DISTRIBUTIONS-OTHER>                             11,799
<NUMBER-OF-SHARES-SOLD>                                0
<NUMBER-OF-SHARES-REDEEMED>                            0
<SHARES-REINVESTED>                                    0
<NET-CHANGE-IN-ASSETS>                           (14,654)
<ACCUMULATED-NII-PRIOR>                            1,529
<ACCUMULATED-GAINS-PRIOR>                            786
<OVERDISTRIB-NII-PRIOR>                                0
<OVERDIST-NET-GAINS-PRIOR>                             0
<GROSS-ADVISORY-FEES>                              1,388
<INTEREST-EXPENSE>                                 1,682
<GROSS-EXPENSE>                                    3,528
<AVERAGE-NET-ASSETS>                              44,270
<PER-SHARE-NAV-BEGIN>                           1,056.80
<PER-SHARE-NII>                                   143.00
<PER-SHARE-GAIN-APPREC>                            44.85
<PER-SHARE-DIVIDEND>                              432.05
<PER-SHARE-DISTRIBUTIONS>                              0
<RETURNS-OF-CAPITAL>                              244.20
<PER-SHARE-NAV-END>                               753.52
<EXPENSE-RATIO>                                     5.56
<AVG-DEBT-OUTSTANDING>                            32,372
<AVG-DEBT-PER-SHARE>                              669.96
        


</TABLE>


© 2022 IncJournal is not affiliated with or endorsed by the U.S. Securities and Exchange Commission