<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 June 30, 1997
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)
DELAWARE 52-1915821
-------- -------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
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 - 10,541 shares as of July 26, 1997
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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 - June 30, 1997 and
December 31, 1996 3
Statements of operations - three months ended June 30,
1997 and June 30, 1996 4
Statements of operations - six months ended June 30, 1997
and June 30, 1996 5
Statements of changes in net assets - six months ended
June 30, 1997 and June 30, 1996 6
Statements of cash flows - six months ended June 30,
1997 and June 30, 1996 7
Notes to the financial statements 8
Item 2. Management's discussion and analysis of financial condition and
results of operations. 10
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 shareholders - none
Item 5. Other information - none
Item 6. Exhibits and reports on Form 8-K
a. Exhibits - none
b. No report on Form 8-K was filed for the quarter ended
June 30, 1997
SIGNATURES
</TABLE>
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BERTHEL GROWTH & INCOME TRUST I
STATEMENTS OF ASSETS AND LIABILITIES (UNAUDITED)
<TABLE>
<CAPTION>
June 30, 1997 December 31, 1996
------------- -----------------
<S> <C> <C>
ASSETS
Investments in securities (Note B) $3,129,696 $1,405,000
Cash 45,152 97,025
Temporary investment in money
market securities 4,762,583 4,993,174
Interest receivable 42,033 40,186
Other assets 54,465 7,690
---------- ----------
Total Assets 8,033,929 6,543,075
---------- ----------
LIABILITIES
Accounts payable and other accrued expenses 41,846 23,594
Distributions payable to shareholders 1,041,092 584,480
Due to affiliate 48,183 47,022
---------- ----------
Total Liabilities 1,131,121 655,096
---------- ----------
COMMITMENTS AND CONTINGENCIES
NET ASSETS (equivalent to $655.97 per share
in 1997 and $662.24 per share in 1996) $6,902,808 $5,887,979
========== ==========
Net assets consist of:
Shares of beneficial interest (25,000 shares
authorized; 10,523 and 8,891 shares issued
and outstanding in 1997 and 1996,
respectively $7,724,722 $6,782,316
Undistributed net investment loss (821,914) (894,337)
---------- ----------
$6,902,808 $5,887,979
========== ==========
</TABLE>
See notes to financial statements.
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BERTHEL GROWTH & INCOME TRUST I
STATEMENTS OF OPERATIONS (UNAUDITED)
<TABLE>
<CAPTION>
Three Months Ended
June 30, 1997 June 30, 1996
------------- -------------
<S> <C> <C>
REVENUES:
Interest income $131,019 $106,459
Commitment fee -0- 63,600
Closing fees 20,000 -0-
------- -------
151,019 170,059
------- -------
EXPENSES:
Management fees 46,554 35,854
Administrative services 9,753 9,912
Trustee fees 6,000 22,000
Data processing 1,800 2,400
Auditing and accounting fees 12,005 16,875
Legal expense 22,273 -0-
Other general and administrative
expenses 5,669 583
------- -------
Total expenses 104,054 87,624
------- -------
NET INVESTMENT INCOME AND
NET INCREASE IN NET ASSETS
RESULTING FROM OPERATIONS $46,965 $82,435
======= =======
NET INVESTMENT INCOME PER
BENEFICIAL SHARE $4.74 $12.53
WEIGHTED AVERAGE SHARES 9,909 6,577
</TABLE>
See notes to financial statements.
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BERTHEL GROWTH & INCOME TRUST I
STATEMENTS OF OPERATIONS (UNAUDITED)
<TABLE>
<CAPTION>
Six Months Ended
June 30, 1997 June 30, 1996
------------- -------------
<S> <C> <C>
REVENUES:
Interest income $235,712 $162,504
Commitment fee -0- 63,600
Closing fees 20,000 -0-
Other Income 500 -0-
-------- --------
256,212 226,104
-------- --------
EXPENSES:
Management fees 88,027 66,144
Administrative services 19,507 19,824
Trustee fees 12,000 24,000
Data processing 3,600 4,200
Auditing and accounting fees 16,230 20,250
Legal expense 37,113 -0-
Other general and administrative
expenses 7,312 2,205
-------- --------
Total expenses 183,789 136,623
-------- --------
NET INVESTMENT INCOME AND
NET INCREASE IN NET ASSETS
RESULTING FROM OPERATIONS $72,423 $89,481
======== ========
NET INVESTMENT INCOME PER
BENEFICIAL SHARE $7.64 $14.72
WEIGHTED AVERAGE SHARES 9,476 6,080
</TABLE>
See notes to financial statements.
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BERTHEL GROWTH & INCOME TRUST I
STATEMENTS OF CHANGES IN NET ASSETS (UNAUDITED)
<TABLE>
<CAPTION>
SIX MONTHS ENDED SIX MONTHS ENDED
JUNE 30, 1997 JUNE 30, 1996
---------------- ----------------
Shares of Shares of
Beneficial Beneficial
Interest Amount Interest Amount
---------- ---------- ---------- ---------
<S> <C> <C> <C> <C>
Net investment income --- $ 72,423 --- $ 89,481
---------- ----------
Net increase in assets
resulting from operations --- 72,423 89,481
Proceeds from sales of Shares of
beneficial interest 1,655 1,655,000 1,820 1,820,000
Syndication costs incurred --- (232,982) --- (257,135)
Shares of beneficial interest redeemed (5) (5,000) --- -0-
Shares subscribed for but not issued (18) (18,000) --- -0-
Distributions payable to shareholders --- (456,612) --- (295,145)
Net assets at beginning of period 8,891 5,887,979 5,128 4,242,814
---------- ---------- ---------- ----------
Net assets at end of period 10,523 $6,902,808 6,948 $5,600,015
========== ========== ========== ==========
</TABLE>
See notes to financial statements.
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BERTHEL GROWTH & INCOME TRUST I
STATEMENTS OF CASH FLOWS (UNAUDITED)
<TABLE>
<CAPTION>
Six Months Ended Six Months Ended
June 30, 1997 June 30, 1996
---------------- ----------------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net investment income $ 72,423 $ 89,481
Adjustments to reconcile net investment loss
to net cash flows from operating activities:
Amortization of organizational costs 500 500
Gain on redemption of unit (500) -0-
Changes in operating assets and liabilities:
Temporary investment in money market securities 230,591 1,658,942
Other assets (47,275) (2,682)
Interest receivable (1,847) (21,368)
Due to affiliate (469) 8,640
Accounts payable and accrued expenses 18,252 6,944
---------- ----------
Net cash flows from operating activities 271,675 1,740,457
---------- ----------
CASH FLOWS FROM INVESTING ACTIVITIES:
Repayment of note receivable 275,304 -0-
Investment in:
Kinseth Hospitality (2,000,000) -0-
VisionComm, Inc. -0- (2,180,000)
Soil Recovery Systems, Inc. -0- (1,000,000)
---------- ----------
Net cash flows from investing activities (1,724,696) (3,180,000)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from sales of shares of beneficial interest 1,637,000 1,820,000
Redemption of shares of beneficial interest (4,500) -0-
Syndication costs incurred (231,352) (257,135)
---------- ----------
Net cash flows from financing activities 1,401,148 1,562,865
---------- ----------
NET INCREASE (DECREASE) IN CASH (51,873) 123,322
CASH AT BEGINNING OF PERIOD 97,025 102,269
---------- ----------
CASH AT END OF PERIOD $ 45,152 $ 225,591
========== ==========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Noncash financing activities:
Distributions payable to shareholders $ 456,612 $ 295,145
</TABLE>
See notes to financial statements.
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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 Company's Form 10-K filed with the
Securities and Exchange Commission for the year ended December 31, 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 six months ended June 30, 1997 are not necessarily
indicative of the results that may be expected for the year ended December 31,
1997.
The preparation of the Company's financial statements in conformity with
generally accepted accounting principles necessarily requires management to
make estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date of
financial statements and the reported amounts of revenues and expenses during
the reporting period. Actual results could differ from those estimates.
<TABLE>
<CAPTION>
NOTE B -- INVESTMENTS
Cost Valuation
-----------------------------
<S> <C> <C>
VISIONCOMM, INC.
14% five year secured note receivable $1,129,696 $1,129,696
Warrants for 125,000 shares at $5 per share -0- -0-
---------- ----------
Total $1,129,696 $1,129,696
========== ==========
</TABLE>
VisionComm continues to install payphones and has acquired or contracted for a
greater number of private cable operations than originally projected to date.
Since 1) VisionComm is performing satisfactorily, 2) the Trust is adequately
collateralized, and 3) the absence of any transaction that would imply a
different value, the Trustees have recommended that the Trust's investment in
VisionComm be valued at its original cost less principal repayments.
The original investment was $2,180,000 at 14%. VisionComm had a principal
repayment of $775,000 in December 1996 and $275,304 in January 1997. The
remaining $1,129,696 continues to perform at 14%. The Trust continues to hold
warrants to purchase 21.5% of the company.
<PAGE> 9
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<TABLE>
<CAPTION>
Cost Valuation
---------------------- ------------------------
Trust SBIC Trust SBIC
---------------------- ------------------------
<S> <C> <C> <C> <C>
KINSETH HOSPITALITY COMPANY, INC.
14% six year note receivable $1,000,000 $1,000,000 $1,000,000 $1,000,000
Warrants for 12.5% of the
outstanding common stock
of Kinseth at $.01 per share -0- -0- -0- -0-
---------------------- ------------------------
Total $1,000,000 $1,000,000 $1,000,000 $1,000,000
====================== ========================
</TABLE>
On April 16, 1997 the Trust - together with its subsidiary, Berthel SBIC, LLC -
invested $2,000,000 in Kinseth Hospitality Company, Inc. Kinseth is an owner
and operator of hotels and restaurants. In exchange for this investment,
Kinseth has issued to each of the Trust and the SBIC a Promissory Note in the
amount of $1,000,000 bearing interest at a rate of 14% per annum, paying
current interest and no principal during the term, and to be repaid in full in
six years; and a Warrant to purchase, for nominal consideration, approximately
12.5% of the outstanding common stock of Kinseth. Repayment of each Promissory
Note is guaranteed by Kinseth Hotel Corporation, an affiliate of Kinseth. The
Trust has also obtained from Kinseth the right to "put" the shares obtained by
exercise of the Warrant to Kinseth after 6 years, and certain registration
rights.
In addition to the investments with VisionComm, Inc., Soil Recovery Services,
Inc. and Kinseth Hospitality Company, Inc., the Trust Advisor is pursuing
several other investment opportunities. The Trust Advisor's present intent is
to locate up to four more potential investments for the Trust and/or the SBIC
during the remainder of 1997. There is no assurance that the Trust Advisor
will be successful in finding suitable investment candidates.
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS:
RESULTS OF OPERATIONS:
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
DESCRIPTION: June 30, 1997 June 30, 1996 June 30, 1997 June 30, 1996
------------------------------ ------------------------------
<C> <C> <C> <C> <C>
Interest income $131,019 $106,459 $235,712 $162,504
Commitment fee income -0- 63,600 -0- 63,600
Management fees 46,554 35,854 88,027 66,144
Trustee fees 6,000 22,000 12,000 24,000
Legal 22,273 -0- 37,113 -0-
Closing fees 20,000 -0- 20,000 -0-
</TABLE>
The Trust underwriting period was completed on June 21, 1997. A total of
$10,541,000 was raised. All undistributed cash revenues of the Trust during
the underwriting period was paid to Shareholders on July 30, 1997. As of June
30, 1997 10,523 shares were issued and outstanding. A total of 18 shares were
subscribed for but not issued until July 1997.
INTEREST INCOME: 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 is performing at 14%. 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.
("SRS"). As discussed in prior 10-Q and 10-K Reports, the Trust believes SRS
is insolvent and will be unable to make payments pursuant to the debenture. On
April 16, 1997, the Trust, together with it's newly formed subsidiary, Berthel
SBIC, LLC (the "SBIC"), liquidated $2,000,000 of money market funds to invest
in Kinseth Hospitality Company, Inc. ("Kinseth"). The formation of the SBIC is
discussed in greater detail below. In exchange for its investment, the Trust
and the SBIC were each issued by Kinseth, a Promissory Note in the amount of
$1,000,000 bearing interest at the rate of 14% per annum and paying current
interest and no principal during the term. See Investments for a further
discussion of this investment.
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
06/30/97 06/30/96 06/30/97 06/30/96
-------------------- -------------------
<S> <C> <C> <C> <C>
Money Market $ 62,625 $ 41,827 $126,048 $ 97,872
VisionComm 39,540 51,715 80,810 51,715
Soil Recovery Systems -0- 12,917 -0- 12,917
Kinseth 28,854 -0- 28,854 -0-
-------- -------- -------- --------
Total Interest Income $131,019 $106,459 $235,712 $162,504
======== ======== ======== ========
</TABLE>
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ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS (CONTINUED):
COMMITMENT FEE INCOME: The Trust received a 2% commitment fee from VCI and SRS
in 1996. This amounted to $43,600 from VCI and $20,000 from SRS.
MANAGEMENT FEES: The Trust accrues an annual management fee equal to 2.5% of
the total assets of the Trust paid quarterly. The increases over 1996 are
attributed to the increase in the assets of the Trust and the SBIC.
TRUSTEE FEES: As compensation for services rendered to the Trust, each
independent Trustee is paid $1,000 per month plus $1,000 per Board Meeting
attended up to a maximum of $24,000 in meeting fees per year. Each Trustee was
paid $7,000 in the quarter ending June 30, 1996 for prior unpaid fees.
LEGAL: The legal expenses incurred are associated with the structuring and
monitoring of Trust activities and Trust investments. Additional legal charges
were incurred in connection with the SRS bankruptcy and the formation of the
SBIC.
CLOSING FEES: The Trust and the SBIC each received $10,000 of fees relating to
the Kinseth investment.
FORMATION OF AN SBIC:
The SBIC, a newly formed entity wholly-owned by the Trust within the meaning of
Section 2(a)(43) of the Investment Company Act of 1940, has applied to the
Small Business Administration (the "SBA") for a license to operate as a Small
Business Investment Company. The Trust has funded the SBIC with a capital
contribution of $5,000,000, the minimum amount eligible to be contributed in
order to receive leverage under the SBA Small Business Investment Company
program. The Trust Advisor and Independent Trustees will have the same
responsibilities in the management of the SBIC as they currently do for the
Trust. Since the application was filed, the Kinseth investment has been
completed. Other investments by the SBIC may be completed while the
application is pending. If an investment has been completed prior to SBIC
approval and is subsequently not approved by the SBIC, the Trust will be
required to provide additional funds to the SBIC to maintain $5,000,000 of
"contributed capital" in order to remain eligible to receive SBA leverage.
The SBIC will attempt to obtain SBA pre-approval for all future investments in
order for the capital to qualify for leverage. The Kinseth investment has not
been pre-approved and there is a likelihood that additional investments may
not be pre-approved by the SBA.
There is no assurance that the Trust will have the additional funds needed if
the SBA does not approve the Kinseth investment or other investments.
<PAGE> 12
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ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS (CONTINUED):
LIQUIDITY AND CAPITAL RESOURCES
<TABLE>
<CAPTION>
Six Months Ended Six Months Ended
June 30, 1997 June 30, 1996
- -------------------------------------------------------------------------------------------------
<S> <C> <C>
Major Cash Source:
Proceeds from issuance of beneficial shares $1,637,000 $1,820,000
Repayment of note receivable 275,304 -0-
Liquidation of money market securities 230,591 1,658,942
Major Cash Use:
Payments for syndication costs $231,352 $257,135
Investments 2,000,000 3,180,000
- -------------------------------------------------------------------------------------------------
</TABLE>
Pending investment in portfolio companies, the Trust has invested $4,762,583 in
a money market mutual fund at June 30, 1997.
Distributions payable of $1,041,092 have been accrued as of June 30, 1997. The
Trust accrued distributions based on 10% simple annual interest computed on a
daily basis from the initial closing (August 30, 1995) until June 21, 1997, the
Final Closing. Since Final Closing, a priority return of 8% simple annual
interest computed on a daily basis has been accrued.
The Trust Advisor is not aware of any regulatory issues that may have a
material impact on the portfolio companies.
The effect of interest rate fluctuations and inflation on the current Trust
investments is negligible.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
BERTHEL GROWTH & INCOME TRUST I
-------------------------------
(Registrant)
Date August 13, 1997 /s/ Ronald O. Brendengen
--------------- ----------------------------------------------
Ronald O. Brendengen, Chief Financial Officer,
Treasurer
Date August 13, 1997 /s/ Daniel P. Wegmann
--------------- ----------------------------------------------
Daniel P. Wegmann, Controller
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
UNAUDITED STATEMENTS OF ASSETS AND LIABILITIES OF BERTHEL GROWTH & INCOME TRUST
I AS OF JUNE 30, 1997 AND THE UNAUDITED STATEMENTS OF OPERATIONS OF THE TRUST
FOR THE SIX MONTHS ENDED JUNE 30, 1997 AND IS QUALIFIED IN ITS ENTIRETY BY
REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> JUN-30-1997
<CASH> 45,152
<SECURITIES> 3,129,696
<RECEIVABLES> 42,033
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 3,216,881
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 8,033,929
<CURRENT-LIABILITIES> 1,131,121
<BONDS> 0
0
0
<COMMON> 7,724,722
<OTHER-SE> 0
<TOTAL-LIABILITY-AND-EQUITY> 7,724,722
<SALES> 0
<TOTAL-REVENUES> 256,212
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 183,789
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 72,423
<INCOME-TAX> 0
<INCOME-CONTINUING> 72,423
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 72,423
<EPS-PRIMARY> 7.64
<EPS-DILUTED> 7.64
</TABLE>
