<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10 - Q
[x] Quarterly Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 For the Period Ended September 30, 1996
or
[ ] 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 33-89506
BERTHEL GROWTH & INCOME TRUST I
------------------------------------------------------
(Exact name of Registrant as specified in its charter)
<TABLE>
<S> <C>
DELAWARE 52-1915821
------------------------------- ------------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
</TABLE>
100 Second Street SE, Cedar Rapids, Iowa 52401
------------------------------------------------------
(Address of principal executive offices) (Zip Code)
(319) 365-2506
--------------
Registrant's telephone number, including area code:
Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports) and (2) has been subject to such
filing requirements for the past 90 days. Yes X No
--- ----
Applicable Only to Corporate Issuers
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practical date.
Shares of Beneficial Interest - 8,595 shares as of October 31, 1996.
<PAGE> 2
Page 2
BERTHEL GROWTH & INCOME TRUST I
INDEX
<TABLE>
<CAPTION>
PART I. FINANCIAL INFORMATION PAGE
- ------------------------------ ----
<S> <C> <C>
Item 1. Financial statements (unaudited):
Statements of assets and liabilities - September 30, 1996 and
December 31, 1995 3
Statements of operations - three months ended September 30,
1996 and September 30, 1995 4
Statements of operations - nine months ended September 30,
1996 and the period from February 10, 1995 (date of inception)
to September 30, 1995 5
Statements of changes in net assets - nine months ended
September 30, 1996 and the period from February 10, 1995
(date of inception) to September 30, 1995 6
Statements of cash flows - nine months ended September 30,
1996 and for the period from February 10, 1995 (date
of inception) to September 30, 1995 7
Notes to financial statements 8
Item 2. Management's discussion and analysis of financial condition and
results of operations. 10
</TABLE>
PART II. OTHER INFORMATION
- ----------------------------
Item 1. Legal proceedings - none
Item 2. Changes in securities - none
Item 3. Defaults upon senior securities - none
Item 4. Submission of matters to a vote of security holders - none
Item 5. Other information - none
Item 6. Exhibits and reports on Form 8-K
a. Exhibits - none
b. No report or Form 8-K was filed for the quarter ended
September 30, 1996.
SIGNATURES
<PAGE> 3
Page 3
BERTHEL GROWTH & INCOME TRUST I
STATEMENTS OF ASSETS AND LIABILITIES (UNAUDITED)
<TABLE>
<CAPTION>
September 30, December 31,
1996 1995
------------- ------------
ASSETS
<S> <C> <C>
Cash $ 33,505 $ 102,269
Temporary investment in money
market securities at market value 3,865,722 4,272,549
Interest receivable 25,433 17,830
Other receivables 9,758 -0-
Organizational costs 3,417 4,167
Investments 2,180,000 -0-
----------- -----------
Total assets 6,117,835 4,396,815
----------- -----------
LIABILITIES
Accounts payable 14,545 -0-
Due to affiliate 42,681 27,214
Distributions payable to shareholders 366,373 126,787
----------- -----------
Total liabilities 423,599 154,001
----------- -----------
NET ASSETS (equivalent to $677.89 per share
in 1996 and $827.38 per share in 1995) $ 5,694,236 $ 4,242,814
=========== ===========
Net assets consist of:
Shares of beneficial interest (25,000 shares
authorized; 8,400 shares in 1996 and
5,128 shares in 1995, issued and outstanding) $ 6,578,163 $ 4,257,497
Undistributed net investment loss (883,927) (14,683)
----------- -----------
$ 5,694,236 $ 4,242,814
=========== ===========
</TABLE>
See notes to financial statements.
<PAGE> 4
Page 4
BERTHEL GROWTH & INCOME TRUST I
STATEMENTS OF OPERATIONS (UNAUDITED)
<TABLE>
<CAPTION>
Three Months Ended Three Months Ended
September 30, 1996 September 30, 1995
------------------ ------------------
<S> <C> <C>
Investment income:
Interest income $ 126,373 $ 462
----------- ---------
Total investment income 126,373 462
Expenses:
Management fees 42,681 5,510
Administrative services 9,912 -0-
Trustee fees 6,000 4,000
Data processing 1,800 490
Audit and accounting fees 3,375 -0-
Legal expense 18,891 -0-
Other general and administrative
expenses 2,439 3,224
----------- ---------
Total expenses 85,098 13,224
----------- ---------
Net investment income (loss) 41,275 (12,762)
Unrealized loss on investments (1,000,000) -0-
----------- ---------
Net decrease in net assets
resulting from operations $ (958,725) $ (12,762)
=========== =========
Net investment income (loss)
per share $ 5.13 $ (7.25)
Unrealized loss on investments
per share (124.18) -0-
----------- ---------
$ (119.05) $ (7.25)
=========== =========
Weighted average number of shares
in per share computation 8,053 1,760
=========== =========
</TABLE>
See notes to financial statements.
<PAGE> 5
Page 5
BERTHEL GROWTH & INCOME TRUST I
STATEMENTS OF OPERATIONS (UNAUDITED)
<TABLE>
<CAPTION>
February 10, 1995
Nine Months Ended (date of inception) to
September 30, 1996 September 30, 1995
------------------ ----------------------
<S> <C> <C>
Investment income:
Interest income $ 288,877 $ 487
Commitment fee 63,600 -0-
---------- -----------
Total investment income 352,477 487
Expenses:
Management fees 108,825 5,510
Administrative services 29,736 -0-
Trustee fees 30,000 4,000
Data processing 6,000 490
Audit and accounting fees 23,625 -0-
Legal expense 18,891 -0-
Other general and administrative
expenses 4,644 3,552
----------- -----------
Total expenses 221,721 13,552
----------- -----------
Net investment income (loss) 130,756 (13,065)
Unrealized loss on investments (1,000,000) -0-
----------- -----------
Net decrease in net assets
resulting from operations $ (869,244) $ (13,065)
=========== ===========
Net investment income (loss)
per share $ 19.41 $ (7.42)
Unrealized loss on investments
per share (148.41) -0-
----------- -----------
$ (129.00) $ (7.42)
=========== ===========
Weighted average number of shares in
per share computation 6,738 1,760
=========== ===========
</TABLE>
See notes to financial statements.
<PAGE> 6
Page 6
BERTHEL GROWTH & INCOME TRUST I
STATEMENTS OF CHANGES IN NET ASSETS (UNAUDITED)
<TABLE>
<CAPTION>
Nine months ended February 10, 1995 (date of
September 30, 1996 inception) to September 30,
1995
------------------------- ------------------------
Shares of Shares of
Beneficial Beneficial
Interest Amount Interest Amount
---------- ------ -------- ------
<S> <C> <C> <C> <C>
Net investment income (loss) --- $ 130,756 --- $ (13,065)
Unrealized loss on investments --- (1,000,000) --- -0-
Net decrease in assets ----------- ----------
resulting from operations --- (869,244) (13,065)
Proceeds from sales of Shares of
beneficial interest (initial capitalizations) --- -0- 10 10,000
Proceeds from sales of Shares of
beneficial interest 3,272 3,272,000 2,994 2,994,000
Syndication costs incurred --- (461,748) --- (434,160)
Distributions --- (250,000) --- -0-
Distributions payable
to shareholders --- (239,586) --- (22,431)
Net assets at beginning of period 5,128 4,242,814 --- -0-
------ ----------- ------ ----------
Net assets at end of period 8,400 $ 5,694,236 3,004 $2,534,344
====== =========== ====== ==========
</TABLE>
See notes to financial statements.
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Page 7
BERTHEL GROWTH & INCOME TRUST I
STATEMENTS OF CASH FLOWS (UNAUDITED)
<TABLE>
<CAPTION>
Nine Months Ended February 10, 1995
September 30, 1996 (date of inception) to
September 30, 1995
--------------------------------------------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net decrease in net assets $ (869,244) $ (13,065)
Adjustments to reconcile net decrease in net assets
to net cash flows from operating activities
Unrealized loss on investments 1,000,000 -0-
Amortization of organizational costs 750 583
Changes in operating assets and liabilities:
Temporary investment in money
market securities 406,827 -0-
Other receivables (9,758) -0-
Interest receivable (7,603) -0-
Due to affiliate 15,467 5,510
Accounts payable 14,545 -0-
------------ ------------
Net cash flows from operating activities 550,984 (6,972)
------------ ------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Investment in:VisionComm, Inc. (2,180,000) -0-
Soil Recovery Systems, Inc. (1,000,000) -0-
------------ ------------
Net cash flows from investing activities (3,180,000) -0-
------------ ------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Distributions (250,000) -0-
Proceeds from sales of shares of beneficial interest 3,272,000 3,004,000
Syndication costs incurred (461,748) (434,160)
------------ ------------
Net cash flows from financing activities 2,560,252 2,569,840
------------ ------------
NET INCREASE (DECREASE) IN CASH (68,764) 2,562,868
CASH AT BEGINNING OF PERIOD 102,269 -0-
------------ ------------
CASH AT END OF PERIOD $ 33,505 $ 2,562,868
============ ============
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Noncash financing activities:
Distributions accrued to shareholders $ 239,586 $ 22,431
</TABLE>
See notes to financial statements.
<PAGE> 8
Page 8
BERTHEL GROWTH & INCOME TRUST I
NOTES TO FINANCIAL STATEMENTS (UNAUDITED)
NOTE A -- BASIS OF PRESENTATION
The accompanying unaudited financial statements have been prepared in
accordance with generally accepted accounting principles for interim financial
information and with the instructions to Form 10-Q and Article 10 of Regulation
S-X. Accordingly, they do not include all information and footnotes required
by generally accepted accounting principles for complete financial statements
and should be read in conjunction with the Trust's Form 10-K filed with the
Securities and Exchange Commission on March 22, 1996. In the opinion of
management, all adjustments (consisting of normal recurring accruals)
considered necessary for a fair representation have been included. Operating
results for the nine months ended September 30, 1996 are not necessarily
indicative of the results that may be expected for the year ended December 31,
1996.
NOTE B - INVESTMENTS
In accordance with accounting practices, investments that are not readily
marketable are valued at fair value, as determined by the Trustees. The
resulting difference between cost and fair value is included in the Statements
of Operations.
In determining fair value for securities not readily marketable, investments
are initially stated at cost until significant subsequent events and operating
trends require a change in valuation. Among the factors considered by the
Trustees in determining fair value of investments are the cost of the
investment, developments since the acquisition of the investment, the sales
price of recently issued securities, the financial condition and operating
results of the issuer, earnings trends and consistency of operating cash flows,
the long-term business potential of the issuer, the quoted market price of
securities with similar quality and yield that are publicly traded and other
factors generally pertinent to the valuation of investments. The Trustees, in
making their evaluation, have relied on financial data of investees provided by
the management of the investee companies.
<PAGE> 9
Page 9
NOTE B - INVESTMENTS CONTINUED
<TABLE>
<CAPTION>
VISIONCOMM, INC.: Original Cost Valuation
------------- ----------
<S> <C> <C>
14% five year secured note $ 2,180,000 $ 2,180,000
Warrants for 125,000 shares at $5 per share -0- -0-
----------- -----------
Total $ 2,180,000 $ 2,180,000
</TABLE>
VisionComm's has installed more payphones than projected and has acquired or
contracted for a greater number of private cable operations than originally
projected to date.
Since (1.) the age of the Trust's investment is less than one year, (2.)
VisionComm, Inc. is performing satisfactorily, (3.) the Trust is adequately
collateralized, and (4.) the absence of any transaction that would imply a
different value, the Trustees have recommended that the Trust's investment in
VisionComm, Inc. be valued at its original cost.
<TABLE>
<CAPTION>
SOIL RECOVERY SERVICES, INC.: Original Cost Valuation
------------- ---------
<S> <C> <C>
Convertible subordinated debenture $1,000,000 -0-
</TABLE>
During the 3rd quarter of 1996, Soil Recovery Services, Inc. ("SRS"),
experienced and continues to experience severe cash flow problems. As a
result, the August and September interest payments to the Trust were not paid.
On September 26, 1996, the Trust served a Notice of Default and a Notice of
Rescission on SRS. The Trust presently believes that SRS is insolvent and will
be unable to make payments pursuant to the convertible subordinated debenture
("Debenture"), or to refund the amount of the Debenture. Accordingly, the
Trust has decided to recognize a unrealized loss of $1,000,000, the cost of the
investment. The Trust believes that it was intentionally mislead by SRS, SRS's
investment banker, and SRS's financial statements. The Trust believes that
these statements were inaccurate and not a true representation of SRS's
financial condition. The Trust has commenced litigation against SRS, the
President and CEO of SRS, and others associated with SRS or involved in the
investment of the Trust in SRS to attempt to recover the amount of the
Debenture and other damages sustained by the Trust. Given the available assets
of SRS, there is a low likelihood of recovery from SRS. The available assets
of the other defendants are unknown. The Trust is engaged in negotiations with
SRS and exploring alternatives to restructure the Debenture, or to provide for
its repayment.
<PAGE> 10
Page 10
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS.
RESULTS OF OPERATIONS
<TABLE>
<CAPTION>
Three Months Ended Three Months Ended Nine Months Ended February 10, 1995
DESCRIPTION: September 30, 1996 September 30, 1995 September 30, 1996 (date of inception) to
September 30, 1995
- -------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Interest income $ 126,373 $ 462 $ 288,897 $ 487
Commitment fee income $ -0- $ -0- $ 63,600 $ -0-
Management fees $ 42,681 $5,510 $ 108,825 $ 5,510
Administrative services $ 9,912 $ -0- $ 29,736 $ -0-
Trustee fees $ 6,000 $4,000 $ 30,000 $ 4,000
Audit and accounting fees $ 3,375 $ -0- $ 23,625 $ -0-
Legal Expense $ 18,891 $ -0- $ 18,891 $ -0-
Unrealized loss $1,000,000 $ -0- $1,000,000 $ -0-
</TABLE>
Berthel Growth & Income Trust I ("The Trust") was formed on February 10, 1995.
The Trust received approval from the Securities and Exchange Commission to
begin offering shares of beneficial interest ("shares") effective June 21,
1995.
The minimum offering of 1,500 shares sold was reached on August 30, 1995. As
of September 30, 1996, 8,400 shares were issued and outstanding.
COMMITMENT FEE INCOME: The Trust received a 2% commitment fee from VCI and
SRS. This amounted to $43,000 from VCI and $20,000 from SRS.
INTEREST INCOME: The Trust has earned $37,975 of interest from short term
temporary investments for the three months ended September 30, 1996. On April
30, 1996, $2,180,000 of short term money market investments were liquidated to
acquire a 14% senior secured note with VisionComm, Inc. ("VCI"). The VCI
investment generated $76,299 of interest income during the current quarter. On
May 31, 1996, $1,000,000 of money market funds were liquidated to acquire a 15%
convertible subordinated debenture issued by Soil Recovery Systems, Inc. The
SRS investment has generated $12,099 of interest income during the current
quarter.
MANAGEMENT FEES: Management Fees of $42,681 were incurred for the three months
ended September 30, 1996. The Trust pays the Trust Advisor an annual
management fee equal to 2.5% of the net asset value of the Trust.
ADMINISTRATIVE SERVICES: Administrative fees of $9,912 were paid to the Dealer
Manager for administration of shareholder accounts and other administrative
services during the third quarter.
TRUSTEE FEES: As compensation for services rendered to the Trust, each
Independent Trustee is paid $12,000 annually plus $1,000 per meeting of the
Board attended up to a maximum of $24,000 in meeting fees per year.
<PAGE> 11
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS (CONTINUED).
AUDIT AND ACCOUNTING FEES: The Trust is accruing $1,125 per month for the
1996 year.
LEGAL EXPENSE: The Trust incurred $18,891 of legal expenses associated with
the administration of the Trust. The legal expenses are primarily associated
with fees associated with structuring and monitoring of Trust activities and
Trust investments.
UNREALIZED LOSS: During the 3rd quarter of 1996, Soil Recovery Services, Inc.
("SRS"), experienced and continues to experience severe cash flow problems. As
a result, the August and September interest payments to the Trust were not
paid. On September 26, 1996, the Trust served a Notice of Default and a Notice
of Rescission on SRS. The Trust presently believes that SRS is insolvent and
will be unable to make payments pursuant to the convertible subordinated
debenture ("Debenture"), or to refund the amount of the Debenture.
Accordingly, the Trust has decided to recognize a unrealized loss of
$1,000,000, the cost of the investment. The Trust believes that it was
intentionally mislead by SRS, SRS's investment banker, and SRS's financial
statements. The Trust believes that these statements were inaccurate and not a
true representation of SRS's financial condition. The Trust has commenced
litigation against SRS, the President and CEO of SRS, and others associated
with SRS or involved in the investment of the Trust in SRS to attempt to
recover the amount of the Debenture and other damages sustained by the Trust.
Given the available assets of SRS, there is a low likelihood of recovery from
SRS. The available assets of the other defendants are unknown. The Trust is
engaged in negotiations with SRS and exploring alternatives to restructure the
Debenture, or to provide for its repayment.
OTHER PORTFOLIO COMPANY INVESTMENTS: The Trust continues to actively consider
new investment opportunities. Since inception, the Trust has received and
considered approximately 210 written business plans representing approximately
$700 million in total potential financing. The Trust has also received
numerous other inquiries for financing. As of September 30, 1996, the Trust
had made total investments and commitments of $3,180,000, as discussed herein.
<PAGE> 12
Page 12
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS (CONTINUED).
LIQUIDITY AND CAPITAL RESOURCES
<TABLE>
<CAPTION>
February 10, 1995
Nine Months Ended (date of inception) to
September 30, 1996 September 30, 1995
- ------------------------------------------------------------------------------------------
<S> <C> <C>
Major Cash Source:
Proceeds from issuance of beneficial shares $3,272,000 $3,004,000
Major Cash Use:
Distributions $ 250,000 $ -0-
Payments for syndication costs $ 461,748 $ 434,160
Investments $3,180,000 $ -0-
- ------------------------------------------------------------------------------------------
</TABLE>
Pending investment in Enhanced Yield Investments, the Trust invests funds not
invested in portfolio companies in a money market mutual fund. There was
$3,865,722 in money market investments as of September 30, 1996.
An underwriting return of $366,373 has been accrued as of September 30, 1996.
The Trust will continue to accrue the underwriting return based on 10% simple
annual interest computed on a daily basis from the initial closing (August 30,
1995) until the Final Closing. On July 3, 1996, the Trust made a special
distribution of a portion of the investors underwriting return. This special
distribution amounted to $250,000 and was paid to investors of record as of
June 30, 1996.
<PAGE> 13
Page 13
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
BERTHEL GROWTH & INCOME TRUST I
--------------------------------
(Registrant)
Date
-------------------- ----------------------------------------------
Ronald O. Brendengen, Chief Financial Officer,
Treasurer
Date
-------------------- ----------------------------------------------
Daniel P. Wegmann, Controller
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY OF FINANCIAL INFORMATION EXTRACTED FROM
THE UNAUDITED STATEMENTS OF ASSETS AND LIABILITIES OF BERTHEL GROWTH & INCOME
TRUST I AS OF SEPTEMBER 30, 1996, AND THE UNAUDITED STATEMENT OF OPERATIONS OF
THE TRUST FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1996, AND IS QUALIFIED IN ITS
ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JAN-01-1996
<PERIOD-END> SEP-30-1996
<CASH> 33,505
<SECURITIES> 3,865,722
<RECEIVABLES> 3,215,191
<ALLOWANCES> (1,000,000)
<INVENTORY> 0
<CURRENT-ASSETS> 6,114,418
<PP&E> 3,417<F2>
<DEPRECIATION> 0
<TOTAL-ASSETS> 6,117,835
<CURRENT-LIABILITIES> 423,599
<BONDS> 0
<COMMON> 6,578,163
0
0
<OTHER-SE> (883,927)<F3>
<TOTAL-LIABILITY-AND-EQUITY> 6,117,835
<SALES> 352,477
<TOTAL-REVENUES> 352,477
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 221,721
<LOSS-PROVISION> 1,000,000
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (869,244)
<INCOME-TAX> 0
<INCOME-CONTINUING> (869,244)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (869,244)
<EPS-PRIMARY> (129.00)<F1>
<EPS-DILUTED> (129.00)
<FN>
<F1>NET INCOME PER BENEFICIAL SHARE IS BASED ON THE WEIGHTED AVERAGE OF SHARES
OUTSTANDING WHICH WAS 8,053 SHARES FOR THE PERIOD ENDED SEPTEMBER 30, 1996.
<F2>ORGANIZATIONAL COSTS - NET
<F3>RETAINED EARNINGS
</FN>
</TABLE>
