VENTURE LENDING & LEASING INC
10-Q, 1999-02-12
ASSET-BACKED SECURITIES
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                                   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 December 31, 1998


          [ ] 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      (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 February 15, 1999
      --------------                        ------------------------------------
Common Stock, $.001 par value                          48,318.58

                 Page 1 of 17; Exhibit Index appears on Page 16


                                     <PAGE>


                                                                                
VENTURE LENDING & LEASING, INC.

                                      INDEX

                                                                  Page Number

PART I -- FINANCIAL INFORMATION

Item 1.  Financial Statements

     Statement of Financial Position                                  3
     December 31, 1998 (Unaudited) and June 30, 1998 (Audited)
                  
     Statement of Operations (Unaudited)                              4
     Six months ended December 31, 1998 and December 31, 1997

     Statement of Operations (Unaudited)                              5
     Three months ended December 31, 1998 and December 31, 1997

     Statement of Changes in Shareholders Equity                      6
     Six months ended December 31, 1998 (Unaudited)
     and the Year Ended June 30, 1998 (Audited)

     Statement of Cash Flows (Unaudited)                              7
     Six months ended December 31, 1998 and
     December 31, 1997

     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)
                                                     December 31        June 30
                                                         1998             1998
Assets

Loans and leases, at estimated fair value
  (cost of $65,395,556 and   $81,421,224)           $65,381,740      $79,821,224
Investments in warrants, at estimated fair value
 (cost of $1,146,850 and $1,208,550)                  1,233,272        1,289,713
Investments in stocks, at estimated fair value
(cost of $192,330  and $650,263)                        506,286        4,276,393
Cash and cash equivalents                             6,522,716        2,301,753
Past due loans receivable                               102,248          584,577
Other assets                                            172,581          215,423
                                                 -------------------------------
         Total assets                                73,918,843       88,489,083
                                                 -------------------------------


Liabilities & Shareholders' Equity

Liabilities

Bank loans                                           29,564,958       36,114,059
Management fees payable                                 460,986          560,821
Accounts payable and
other accrued liabilities                               840,476          750,953
                                                  ------------------------------
                                                  ------------------------------
         Total liabilities                           30,866,420       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                                      (29,490,921)     (16,871,073)
Accumulated earnings                                 25,902,244       21,293,223
                                                   -----------------------------
         Total shareholders' equity                  43,052,423       51,063,250
                                                   -----------------------------
         Total liabilities & shareholders' equity   $73,918,843      $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 Six Months Ended December 31,

                                                  1998                 1997    

Investment income:
Interest on loans and leases                     $6,517,485           $5,974,287
Interest on short-term investments                   99,560              204,698
                                               --------------        -----------
                                                               
      Total investment income                     6,617,045            6,178,985
                                               --------------        -----------
                                                             
Expenses:
Interest expense                                  1,195,434            1,600,173
Management fee                                      975,698            1,167,588
Bank loan facility fee                              170,391               38,997
Professional fees                                    61,047               72,574
Other operating expenses                             71,962               64,509
                                               --------------        -----------
                                                              
      Total expenses                              2,474,532            2,943,841
                                               --------------        -----------
                                                             

Net investment income                             4,142,513            3,235,144
Net change in unrealized loss from 
investment transactions                         (1,720,732)            (867,968)
Net realized gain from investment transactions    3,773,423            2,385,478
Realized loss on loans                          (1,586,183)                ----
                                               --------------        -----------
                                                               
    Net income                                   $4,609,021           $4,752,654
                                               ==============        ===========
                                                           
Basic earnings per share                             $95.39              $102.42
                                               ==============        ===========
                                                              
Weighted average shares outstanding                  48,318               46,405
                                               ==============        ===========



                                       4
<PAGE>


VENTURE LENDING & LEASING, INC.

Statement of Operations  (Unaudited)

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


                                         For the Three Months Ended December 31,

                                              
                                                  1998                 1997   

                                                                            

Investment income:
   Interest on loans and leases                 $ 3,235,529          $ 3,227,374
   Interest on short-term investments                54,044              129,705
                                               --------------        -----------
                                                                            
      Total investment income                     3,289,573            3,357,079
                                               --------------        -----------

Expenses:
   Interest expense                                 561,833              832,015
   Management fee                                   460,986              605,146
   Other operating expenses                         155,938               88,728
                                               --------------        -----------
      Total expenses                              1,178,757            1,525,889
                                               --------------        -----------

Net investment income                             2,110,816            1,831,190
Net change in unrealized loss from 
investment transactions                          (2,201,514)         (1,331,406)
Net realized gain from investment transactions    3,903,122            1,147,559
                                               --------------        -----------

    Net income                                  $ 3,812,424          $ 1,647,343
                                               ==============        ===========
                                                                            

Basic earnings per share                        $     78.90          $     34.09
                                               ==============        ===========

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




                                       5
<PAGE>



VENTURE LENDING & LEASING, INC.

Statement of Changes in Shareholders' Equity (Unaudited)

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




                     For the Year Ended June 30, 1998 and

                     the Six Months Ended December 31, 1998




               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      --     --      --      (12,619,848)      --      (12,619,848)
Net income         --     --      --           --        4,609,021     4,609,021
                ----------------------------------------------------------------

Balance, December
31, 1998       48,318.58 $49 $46,641,051 ($29,490,921) $25,902,244   $43,052,423
               =================================================================




                                       6
<PAGE>


VENTURE LENDING & LEASING, INC.

Statement of Cash Flows (Unaudited)

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

                                                   For the Six       For the Six
                                                  Months Ended      Months Ended
                                                   December 31       December 31
                                                       1998              1997

Cash flows from operating activities:

Net income                                           $4,609,021       $4,752,654
Adjustments to reconcile net investment income
     to net cash provided by operating activities:
Amortization of organizational expenses                  15,041           15,033
Amortization of bank loan expenses                       33,391           38,997
Gain on sale of securities                           (3,773,423)     (2,385,478)
Realized loss on loans                                1,586,183             ----
Increase in unrealized gain from 
investment transactions                               1,720,732          867,968
Increase in past due loans receivable                  (999,717)            ----
Decrease in other assets                                 (5,590)       (284,649)
Increase (decrease) in management fees payable          (99,835)         125,658
Decrease in accounts payable and other
  accrued liabilities                                    89,523           68,860

                                                    -------------     ----------
Net cash provided by operating activities             4,657,372        3,199,043
                                                    -------------     ----------
Cash flows from investing activities:

Acquisition of loans and leases                     (6,150,173)     (33,354,134)
Principal payments on loans and leases               20,589,657       13,133,690
Acquisition of warrants and common stock               (74,809)        (252,362)
Proceeds from sale of securities                      4,367,865        2,220,618
                                                    -------------     ----------
Cash provided by (used in) investing activities      18,732,540     (18,252,188)
                                                    -------------     ----------

Cash flows from financing activities:

Sales of common stock, net                                ----         9,323,778
Distributions to shareholders                      (12,619,848)      (4,202,787)
Loan from bank                                       4,500,000        15,000,000
Principal payments on bank loan                    (11,049,101)             ----
                                                   -------------      ----------
Net cash provided by (used in)
financing activities                               (19,168,949)       20,120,991
                                                   -------------      ----------
Net increase in cash and cash equivalents            4,220,963        5,067,846
                                                   -------------      ---------

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

Cash and cash equivalents -- end of period           $6,522,716       $9,014,801
                                                   =============     ===========



                                       7
<PAGE>


                         VENTURE LENDING & LEASING, INC.

                    NOTES TO FINANCIAL STATEMENTS (UNAUDITED)
                                DECEMBER 31, 1998



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 six months
ended December 31, 1998 and 1997, 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 net assets that each industry  group  represents is shown with
the industry totals:


                                                       Outstanding
Borrower                                            December 31, 1998

Biotechnology:
Biosys, Inc.                                                 $1,411,463
Ceres, Inc.                                                     463,147
Desmos, Inc.                                                    116,681
Advanced Therapies, Inc.                                        150,000
Gene Logic, Inc.                                                743,233
Idec Pharmaceuticals Corporation                                428,537
Protien Delivery, Inc.                                           22,116
Regen Biologics, Inc.                                           778,932
Telek, Inc.                                                     762,170
Therics, Inc.                                                   382,767
                                                   ---------------------
  Total biotechnology (12.2%)                                 5,259,046
                                                   ---------------------


                                       8
<PAGE>


Communications:
AUnet Corporation                                               427,922
Brocade Communications, Inc.                                  1,200,651
Cerent Corporation                                            4,153,652
Digital Generation Systems, Inc.                              3,678,715
Exodus Communications, Inc.                                   3,150,430
Fabrik Communications, Inc.                                   1,930,169
Jetstream Communications, Inc.                                  833,928
Juniper Networks, Inc.                                        2,016,785
Optimal Networks Corporation                                    309,567
Optivision, Inc.                                                397,189
Silicon Wireless, Inc.                                        1,319,559
Socket Communications, Inc.                                      43,504
Yago Systems, Inc.                                              233,294
                                                   ---------------------
  Total communications (45.7%)                               19,695,365
                                                   ---------------------

Computers and peripherals:
Das Devices, Inc.                                             3,768,313
Headway Technologies, Inc.                                    4,772,149
Aptix Corporation                                               624,401
Neomagic Corporation                                            361,062
SVision, Inc.                                                   658,327
                                                   ---------------------
  Total computers and peripherals (23.7%)                    10,184,252
                                                   ---------------------

Internet:
Active Software, Inc.                                           212,220
Adforce, Inc.                                                 1,484,784
Intermedia Communications                                       269,141
Inverse Network Technology                                      270,825
Keynote Systems Incorporated                                    363,008
Netratings, Inc.                                                 73,817
Wallop Software, Inc.                                           761,383
                                                   ---------------------
  Total Internet (8.0%)                                       3,435,178
                                                   ---------------------


Medical devices:
Ciphergen Biosystems                                            251,362
eMed                                                            148,400
Encelle, Inc.                                                   260,043
Heartstent Corporation                                          130,822
Integ Incorporated                                            4,082,380
Aerogen, Inc.                                                   279,030
Intratherapeutics, Inc.                                         863,330
Myelotec, Inc.                                                  179,234
Oratec Interventions, Inc.                                      213,749
Spinal Concepts, Inc.                                           215,734
Survivalink Corporation                                         510,383
                                                   ---------------------
  Total medical devices (16.6%)                               7,134,467
                                                   ---------------------



                                       9
<PAGE>



Other:
Intelligent Systems for Retail                                1,483,462
Volumetrics Medical Imaging Inc.                                273,945
Larex, Inc.                                                   1,246,841
Uniax Corporation                                             1,012,737
                                                   ---------------------
  Total other (9.3%)                                          4,016,985
                                                   ---------------------

Semiconductors and equipment:
Abpac, Inc.                                                     892,815
Apache, Inc.                                                     21,015
Dynachip Corporation                                          1,159,759
Equator Technologies, Inc.                                    1,891,566
iCompression, Inc.                                               86,270
I-Cube, Inc.                                                    833,994
Lightwave Microsystems Corporation                              579,191
Poseidon Technology, Inc.                                       375,956
Quantum3D, Inc.                                                 108,209
SiRF Technology                                                 669,046
Telecruz Technology, Inc.                                       493,687
Tessera, Inc.                                                   113,136
Transmeta Corporation                                         2,814,894
O-In Design Automation                                          339,902
ZSP Corporation                                                 918,689
                                                   ---------------------
  Total semiconductors and equipment (26.2%)                 11,298,129
                                                   ---------------------

Software:
Calico Technology, Inc.                                         472,745
Commerce One, Inc.                                              275,568
Comps Infosystems, Inc.                                       1,502,163
Datamind Corporation                                            449,807
Mineshare Corpration                                            195,024
Personic Software Inc.                                          124,697
Persistence Software, Inc.                                      208,932
Perspecta, Inc.                                                 312,450
Release Software Corporation                                    315,137
Relevance Technologies, Inc.                                    242,306
Solopoint, Inc.                                                  86,755
Tenth Planet Exploration, Inc.                                  163,718
Xatrix Entertainment, Inc.                                       22,831
                                                   ---------------------
  Total software (10.2%)                                      4,372,133
                                                   ---------------------

Total                                                       $65,395,555
                                                   =====================



                                       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 September 30, 1998, the
Fund has unfunded commitments to borrowers of $41.1 million.


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

                                                               Percentage of Net
Industry                                           Warrant Value       Assets
- --------------------------------------------------------------------------------

Biotechnology                                          $163,163             0.4%
Communications                                          313,000             0.7%
Computer and peripherals                                141,000             0.3%
Internet                                                 43,250             0.1%
Medical devices                                         162,300             0.4%
Semiconductor                                           225,600             0.5%
Software                                                119,700             0.3%
Other                                                    60,000             0.2%
                                                --------------------------------
                                                                      
            Total warrants                           $1,233,272             2.9%
                                                ================================


The  Fund's  investment  in  common  stock at  December  31,  1998  consists  of
investments  in three  securities  within the United  States and is  diversified
among  the  software,   semiconductor  and  communications   industries.   These
investments  have a carrying value of $0.5 million and represents 1.2 percent of
the Fund's net assets.

At December 31, 1998, the Fund held 0.3 million  warrants to purchase the common
and preferred  shares of 7 publicly  traded  companies.  Because of the illiquid
nature  of these  warrants,  the Fund is  carrying  the  public  companies  at a
discounted  value of $260,000.  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 $1.0 million at December
31, 1998.


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 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.




                                       11
<PAGE>



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 8, 1997.  Total
committed  capital of $46.6  million has been fully  funded as of  December  31,
1998.  The  Fund has  completed  its  investment  period  and will now  focus on
efficiently managing the Fund's portfolio. As of December 31, 1998, the Fund has
distributed $29.5 million to its investors, including approximately $7.1 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 --   Six Months Ended December 31, 1998 and December 31, 
                           1997

         Total investment income for the six months ending December 31, 1998 and
1997 were $6.6 million and $6.2 million, respectively, of which $6.5 million and
$6.0 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 six months ending December 31, 1998 and 1997 were $2.5
million  and $2.9  million,  respectively.  Net income for the six months  ended
December  31, 1998 and 1997 was $4.6  million and $4.8  million and includes net
change in  realized  and  unrealized  gains  (losses)  of $0.5  million and $1.5
million.  On a per share basis,  for the six months ending December 31, 1998 and
1997 net income was $95 and $102.


                                       13
<PAGE>



         Net  investment  income  increased  to $4.1  million for the six months
ending  December  31, 1998  compared to $3.2  million for the six months  ending
December  31,  1997,  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 $0.5  million for the six months  ending  December  31, 1998
compared to the net gain of $1.5 million for the six months ending  December 31,
1997.

         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 December
31, 1998 and 1997,  the Fund had loan balances  outstanding  of $1.6 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 --  December 31, 1998 and 1997

         Total  capital   committed  to  the  purchase  of  shares  pursuant  to
subscription agreements was approximately $46.6 million at December 31, 1998 and
1997. As of December 31, 1998 and 1997, 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 $45  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
December 31, 1998, there was $23.4 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
$6.2  million  outstanding  on  December  31,  1998.  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 December 31, 1998, the Fund had
interest swap transactions outstanding with a total notional principal amount of
$37.3 million. The effect of the swap is to convert the variable LIBOR rate into
a fixed rate on the contract notional value.

          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



                                       14
<PAGE>



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

         On November 11, 1998, the Fund held its Annual Meeting of Shareholders.
The incumbent board of directors was elected,  with all of the 47,294.067  votes
cast voting in favor of each  nominee.  At the meeting,  the selection of Arthur
Andersen  LLP as the Fund's  independent  auditors  was  ratified,  with all the
47,294.067 votes cast voting in favor of such ratification.


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


By:    /S/ Ronald W. Swenson                      By:   /S/ Salvador O.Gutierrez
- ----------------------------                      ------------------------------
Ronald W. Swenson                                 Salvador O. Gutierrez
Chairman                                          President & Treasurer
[Chief Executive Officer]                         [Chief Financial Officer]



Date: February 15, 1999                           Date: February 15, 1999



                                       17
<PAGE>

WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.

<TABLE> <S> <C>

<ARTICLE>                                6
<CIK>                                    0000913570
<NAME>                                   Venture Lending & Leasing, Inc.
<SERIES>
    <NUMBER>                             01
    <NAME>                               Venture Lending & Leasing, Inc.
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<S>                                                <C>
<PERIOD-TYPE>                                               YEAR
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<DISTRIBUTIONS-OF-INCOME>                                  6,345
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<EXPENSE-RATIO>                                            5.46%
<AVG-DEBT-OUTSTANDING>                                    33,497
<AVG-DEBT-PER-SHARE>                                      693.26
        


</TABLE>


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