<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 March 31, 2000
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.)
701 Tama Street, Marion, Iowa 52302
(Address of principal executive offices) (Zip Code)
(319) 447-5700
--------------
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 April 20, 2000
<PAGE> 2
BERTHEL GROWTH & INCOME TRUST I
INDEX
PART I. FINANCIAL INFORMATION PAGE
----
Item 1. Financial Statements (unaudited)
Consolidated Statements of Assets and Liabilities -
March 31, 2000 and December 31, 1999 3
Consolidated Statements of Operations -
three months ended March 31, 2000 and March 31, 1999 4
Consolidated Statements of Changes in Net Assets -
three months ended March 31, 2000 and March 31, 1999 5
Consolidated Statements of Cash Flows -
three months ended March 31, 2000 and March 31, 1999 6
Notes to Consolidated Financial Statements 7
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations. 11
Item 3. Quantitative and Qualitative Disclosures About Market Risk 13
PART II. OTHER INFORMATION
Item 1. Legal proceedings 14
SIGNATURES 15
2
<PAGE> 3
BERTHEL GROWTH & INCOME TRUST I
CONSOLIDATED STATEMENTS OF ASSETS AND LIABILITIES (UNAUDITED)
MARCH 31, 2000 DECEMBER 31, 1999
-------------- -----------------
ASSETS
Loans and investments (Note B) $ 15,064,561 $ 11,774,502
Cash 4,290 1,123,840
Temporary investment in money
market securities 272,805 13,695
Interest and dividends receivable 185,150 168,348
Deferred financing costs 272,794 226,042
Due from affiliates 1,406 -0-
Other receivables 7,742 10,368
Other assets 10,818 -0-
------------ ------------
Total Assets 15,819,566 13,316,795
------------ ------------
LIABILITIES
Accrued interest payable 11,898 73,273
Accounts payable and other accrued expenses 55,436 59,332
Due to affiliate 89,882 88,121
Deferred income 35,730 11,667
Distributions payable to shareholders 1,659,911 1,449,669
Debentures (Note C) 7,800,000 5,550,000
------------ ------------
Total Liabilities 9,652,857 7,232,062
------------ ------------
COMMITMENTS AND CONTINGENCIES
NET ASSETS (equivalent to $585.02 per share
at March 31, 2000 and 577.24 per share
at December 31, 1999) $ 6,166,709 $ 6,084,733
============ ============
Net assets consist of:
Shares of beneficial interest (25,000 shares
authorized; 10,541 shares issued
and outstanding $ 5,738,329 $ 5,954,103
Accumulated net realized losses (1,930,000) (1,930,000)
Accumulated net unrealized gains 2,358,380 2,060,630
------------ ------------
$ 6,166,709 $ 6,084,733
============ ============
See notes to financial statements.
3
<PAGE> 4
BERTHEL GROWTH & INCOME TRUST I
CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
THREE MONTHS ENDED
MARCH 31, 2000 MARCH 31, 1999
-------------- --------------
REVENUES:
Interest income $ 176,348 $ 142,121
Dividend income 76,356 -0-
Application, closing & other fees 1,687 15,010
--------- ---------
Total revenues 254,391 157,131
--------- ---------
EXPENSES:
Management fees 73,675 75,242
Administrative services 9,600 9,600
Trustee fees 8,000 9,000
Professional fees 17,980 43,887
Interest expense 129,710 1,457
Other general and administrative expenses 20,959 36,766
--------- ---------
Total expenses 259,924 175,952
--------- ---------
Net investment loss (5,533) (18,821)
Unrealized gain on investments 297,750 -0-
--------- ---------
Net increase (decrease) in net assets
resulting from operations 292,217 (18,821)
Cumulative effect of a change
in accounting principal (Note A) -0- (33,817)
--------- ---------
Net increase (decrease) in net assets $ 292,217 $ (52,638)
========= =========
Per beneficial share amounts:
Net increase (decrease) in net assets
resulting from operations $ 27.72 $ (1.78)
Cumulative effect of a change
in accounting principle -0- (3.21)
--------- ---------
Net increase (decrease) in net assets $ 27.72 $ (4.99)
========= =========
Weighted average shares 10,541 10,541
========= =========
Pro forma amounts applying the methodology
of organization costs retroactively:
Net increase (decrease) in net assets $ 292,217 $ (18,821)
Net increase (decrease) in net assets
per beneficial share $ 27.72 $ (1.78)
See notes to financial statements.
4
<PAGE> 5
BERTHEL GROWTH & INCOME TRUST I
CONSOLIDATED STATEMENTS OF CHANGES IN NET ASSETS (UNAUDITED)
<TABLE>
<CAPTION>
THREE MONTHS ENDED THREE MONTHS ENDED
MARCH 31, 2000 MARCH 31, 1999
-------------- --------------
SHARES OF SHARES OF
BENEFICIAL BENEFICIAL
INTEREST AMOUNT INTEREST AMOUNT
-------- ------ -------- ------
<S> <C> <C> <C> <C>
Net investment income (loss) -- $ (5,533) -- $ (18,821)
Unrealized gain on investments -- 297,750 -- --
Distributions payable to shareholders -- (210,241) -- (207,932)
Cumulative effect of a change
in accounting principle -- -- -- (33,817)
Net assets at beginning of period 10,541 6,084,733 10,541 11,191,710
------ ---------- ------ -----------
Net assets at end of period 10,541 $6,166,709 10,541 $10,931,140
====== ========== ====== ===========
</TABLE>
See notes to financial statements.
5
<PAGE> 6
BERTHEL GROWTH & INCOME TRUST I
CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
<TABLE>
<CAPTION>
THREE MONTHS ENDED
MARCH 31, 2000 MARCH 31, 1999
-------------- --------------
<S> <C> <C>
OPERATING ACTIVITIES:
Net increase (decrease) in net assets $ 292,217 $ (52,638)
Adjustments to reconcile net increase (decrease) in net
assets to net cash flows from operating activities:
Amortization of organizational costs and
deferred financing costs 9,498 1,159
Unrealized gain on investments (297,750) -0-
Changes in operating assets and liabilities
Loans and investments (2,992,308) (800,000)
Temporary investment in money market securities (259,110) 809,217
Interest and dividends receivable (16,802) (6,399)
Due from affiliate (1,406) -0-
Other receivables 2,626 -0-
Other assets (10,818) 32,240
Accrued interest payable (61,375) -0-
Accounts payable and other accrued expenses (3,896) 38,894
Due to affiliate 1,761 13,282
Deferred income 24,063 -0-
----------- ---------
Net cash flows from operating activities (3,313,300) 35,755
----------- ---------
FINANCING ACTIVITIES:
Note payable to investment advisor -0- 226,000
Distribution payments to shareholders -0- (184,220)
Deferred financing costs incurred (56,250) (50,000)
Proceeds from issuance of debentures 2,250,000 -0-
----------- ---------
Net cash flows from financing activities 2,193,750 (8,220)
----------- ---------
NET INCREASE (DECREASE) IN CASH (1,119,550) 27,535
CASH AT BEGINNING OF PERIOD 1,123,840 31,663
----------- ---------
CASH AT END OF PERIOD $ 4,290 $ 59,198
=========== =========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid for interest $ 191,085 $ -0-
Noncash financing activities:
Distributions payable to shareholders 210,241 207,932
See notes to financial statements.
</TABLE>
6
<PAGE> 7
BERTHEL GROWTH & INCOME TRUST I
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
NOTE A - BASIS OF PRESENTATION
The accompanying unaudited financial statements have been prepared in accordance
with accounting principles generally accepted in the United States of America
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 for the year ended
December 31, 1999. 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 three months ended March 31, 2000 are
not necessarily indicative of the results that may be expected for the year
ended December 31, 2000.
The preparation of the Trust's financial statements in conformity with
accounting principles generally accepted in the United States of America
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.
Deferred financing costs consist of a 1% Small Business Administration ("SBA")
commitment fee, which is amortized over the commitment period using the
straight-line method, and a 2.5% SBA leverage and underwriting fee, which is
amortized over the life of the loan using the straight-line method. The
straight-line method approximates the interest method and the relating
amortization is reported as amortization expense.
Prior to January 1, 1999, the Company capitalized SBIC organization costs and
amortized these costs over the life of the SBIC. The American Institute of
Certified Public Accountants issued Statement of Position ("SOP") 98-5,
"Reporting on the Costs of Start-up Activities". SOP 98-5 provides guidance on
the financial reporting of start-up costs and organization costs. SOP 98-5
requires the costs of start-up activities and organization costs to be expensed
as incurred. This SOP is effective for financial statements for fiscal years
beginning after December 15, 1998. Effective January 1, 1999, the Company
adopted this SOP and has written off SBIC organization costs of $33,817 and
reported this as a cumulative effect of a change in accounting principle for the
period ended March 31, 1999.
7
<PAGE> 8
NOTE B -LOANS AND INVESTMENTS
<TABLE>
<CAPTION>
MARCH 31, 2000 DECEMBER 31, 1999
-------------------- -------------------
COST VALUATION COST VALUATION
---- --------- ---- ---------
<S> <C> <C> <C> <C>
COMMUNICATIONS AND SOFTWARE:
VISIONCOMM INC.:
Warrants to purchase 889,153 shares of common stock at $.8414 per share $ -- $1,450,000 $ -- $1,450,000
LIVEWARE5, INC.:
2,726,667 shares of common stock, no par value and warrants for
920,000 shares at $.005 to $0.05 per share 400,000 400,000 400,000 102,250
12% debenture due September, 2004 200,000 200,000 200,000 200,000
OBJECT SPACE, INC.:
108,108 shares of Series B convertible preferred stock 404,800 400,000 404,800 400,000
EDMIN.COM, INC.:
200,000 shares of 9%, Series A cumulative convertible preferred stock and
warrants to purchase 20,000 shares of common stock at $4.00 per share 728,000 728,000 728,000 728,000
CADAPULT GRAPHIC SYSTEMS, INC.:
100,000 Shares of 11.5%, Series A convertible preferred stock and warrants
to purchase 300,000 shares of common stock at $3.125 to $4.50 per share 930,000 930,000 930,000 930,000
WEBCASTS.COM, INC.:
58,628 shares of 8% Series A preferred stock 500,000 500,000 500,000 500,000
1,373,691 shares of common stock 1,433 914,613 -- --
19,394 shares of Series D preferred stock 484,860 484,860 -- --
10% unsecured note and warrants -- -- 484,860 484,860
Warrants to purchase 1,354,297 common shares for $1,155 -- -- -- 913,180
BRISTOL RETAIL SOLUTIONS
500,000 shares of 12% cumulative convertible preferred stock and warrants
to purchase 425,000 shares of common stock at $.01 per share 1,000,000 1,000,000 -- --
---------- ----------
TOTAL COMMUNICATIONS AND SOFTWARE (46.5% and 48.5% of
total loans and investments as of March 31, 2000 and
December 31,1999, respectively) 7,007,473 5,708,290
---------- ----------
</TABLE>
8
<PAGE> 9
<TABLE>
<CAPTION>
MARCH 31, 2000 DECEMBER 31, 1999
-------------- -----------------
COST VALUATION COST VALUATION
---- --------- ---- ---------
<S> <C> <C> <C> <C>
HEALTHCARE PRODUCTS AND SERVICES:
PHYSICIANS TOTAL CARE:
10% promissory note due September, 2004 and Class A warrants to purchase
140,000 shares of common stock for a total of $5,000 and Class B
warrants to purchase 210,000 common shares at $5.00 per share 500,000 500,000 500,000 500,000
INTER-MED, INC.:
1,519.7547 shares and 1,340.96 shares of common stock at
March 31, 2000 and December 31, 1999, respectively 566,666 566,666 500,000 500,000
FUTUREMED INTERVENTIONAL, INC
13.5% promissory note due February, 2005 and warrants to purchase
383,111 shares of common stock at $.01 per share 1,000,000 1,000,000 -- --
--------- ---------
TOTAL HEALTHCARE PRODUCTS AND SERVICES (13.7% and 8.5% of total loans and
investments as of March 31, 2000 and
December 31,1999, respectively) 2,066,666 1,000,000
--------- ---------
MANUFACTURING:
HICKLIN ENGINEERING, L.C.:
10% subordinated note due June 30, 2003 400,000 400,000 400,000 400,000
Warrant for 6,857 membership interests at $.01 per share -- -- -- --
12% subordinated note due January, 2001 through December, 2004 23,000 23,000 23,000 23,000
EASY SYSTEMS, INC.:
11% subordinated debenture due March, 2004 and warrants to purchase 291,393
shares of stock at $2.10 per share with deferred interest
capitalized to the investment balance as of March 31, 2000 777,422 777,422 700,000 700,000
142,857 shares of Series B preferred stock and warrants to purchase
240,000 shares and 194,570 shares of common stock at March 31,
2000 and December 31, 1999, respectively, at $2.10 per share 300,000 300,000 243,212 243,212
THE SCHEBLER COMPANY, PREVIOUSLY KNOWN AS G.M.K.S. ACQUISITION CORP
13% promissory note due March 31, 2005 and warrants
to purchase 1.66% of common stock at $.01 per share 166,666 166,666 -- --
166,666 shares of convertible cumulative preferred stock 166,667 166,667 -- --
166,666 shares of common stock 166,667 166,667 -- --
</TABLE>
9
<PAGE> 10
<TABLE>
<CAPTION>
MARCH 31, 2000 DECEMBER 31, 1999
-------------- -----------------
COST VALUATION COST VALUATION
---- --------- ---- ---------
<S> <C> <C> <C> <C>
TOTAL MANUFACTURING (13.3% and 11.6% of total
loans and investments as of March 31, 2000 and
December 31,1999, respectively) 2,000,422 1,366,212
------------ -----------
OTHER SERVICE INDUSTRIES:
KINSETH HOSPITALITY COMPANY, INC.:
14% note due May 16, 2003 2,000,000 2,000,000 2,000,000 2,000,000
Warrants for 25% of the outstanding common stock at $0.01 per share --- --- --- ---
INTERNATIONAL PACIFIC SEAFOODS, INC.:
12% subordinated note due June 2003 through June 2005 and warrants
to purchase 1,501 shares of common stock for $.76 per share 1,000,000 1,000,000 1,000,000 1,000,000
SERVECORE BUSINESS SOLUTIONS, INC.:
3,663 shares and 2,661 shares of common stock at March 31, 2000 and
December 31, 1999 respectively 990,000 990,000 700,000 700,000
------------ -----------
TOTAL OTHER SERVICE INDUSTRIES (26.5% and 31.4% of total loans and investments
as of March 31, 2000 and
December 31,1999, respectively) 3,990,000 3,700,000
------------ -----------
TOTAL LOANS AND INVESTMENTS $ 15,064,561 $11,774,502
============ ===========
</TABLE>
SUBSEQUENT INVESTMENTS:
On April 3, 2000, the Trust invested $250,000 in Pickerman's Development
Company, Inc. in exchange for a 12% promissory note due April 15, 2005 plus
warrants to purchase 656,000 shares of common stock at $.01 per share expiring
March, 2010 with put options beginning 2006 and call options during 2005 through
2006.
10
<PAGE> 11
NOTE C - DEBENTURES
The Trust issued debentures payable to the SBA totalling $2,250,000 during the
quarter ending March 31, 2000. The debentures require the semiannual payment of
interest at annual interest rates ranging from 7.00% to 7.64%. In addition to
interest payments, the Trust is required to pay an annual 1% SBA loan fee on the
outstanding debentures balance. The debentures contain certain pre-payment
penalties and are subject to all of the regulations promulgated under the Small
Business Investment Act of 1958, as amended. Debentures totalling $1,000,000,
$6,575,000, and $225,000 are to be paid in full on September 1, 2009, March 1,
2010, and September 1, 2010, respectively.
As of March 31, 2000, the SBIC has unused leverage commitments totalling
$2,200,000 and will be required to pay a 2.5% leverage and underwriting fee
totalling $55,000, which will be deducted pro rata as proceeds are drawn. Each
issuance of debentures is conditioned upon the SBIC's credit worthiness and
compliance with specified regulations, as determined by the SBA. The SBA may
also limit the amount that may be drawn each year. The SBA commitment expires
September 30, 2004.
On April 3, 2000, the SBIC issued a $150,000 debenture that will mature
September 1, 2010.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS RESULTS OF OPERATIONS Net investment income (loss) reflects the
Trust's revenues and expenses excluding realized and unrealized gains and losses
on portfolio investments. Interest income consists of the following:
Quarter Ending Quarter Ending
March 31, 2000 March 31, 1999
-------------- --------------
Portfolio investments $171,280 $111,339
Money market 5,068 30,782
-------- --------
Interest income $176,348 $142,121
======== ========
Changes in interest earned on portfolio investments reflect the level of
investment in interest earning debt securities and loans. Money market interest
reflects cash resources that are invested in highly liquid money market savings
funds. Money market interest declined in 2000, reflecting uses of cash to
purchase new investments and finance operations.
Dividend income totalling $76,356 reflects dividends earned on preferred stock
investments. No dividend income was earned in the first quarter of 1999. Prior
to 1999 the Trust held no investments in dividend-paying equity securities.
Management fees, calculated as 2.5% of the combined temporary investment in
money market securities and loans and investments balances, and were $73,675 for
the first quarter of 2000 and $75,242 for the same period a year ago. Management
fees are paid quarterly to the Trust Advisor, in accordance with the management
agreement.
Professional fees were $17,980 for the first quarter of 2000 and $43,887 for the
first quarter of 1999, and include legal and accounting expenses. The decrease
is due to amounts paid in 1999 to pursue
11
<PAGE> 12
recovery of the Trust's investment in Soil Recovery Services ("SRS"). The
attempts at recovery of the SRS loss terminated in 1999.
Interest expense was first incurred by the Trust in 1999 when it issued
debentures payable to the SBA through its wholly owned subsidiary, Berthel SBIC,
LLC. The Trust has issued debentures totalling $7,800,000. The debentures
require the semiannual payment of interest at annual interest rates ranging from
7.00% to 7.64%. In addition to interest payments, the Trust is required to pay
an annual 1% SBA loan fee on the outstanding debentures balance. The debentures
contain certain pre-payment penalties and are subject to all of the regulations
promulgated under the Small Business Investment Act of 1958, as amended.
Prepayment penalties are not applicable within five years of maturity.
Debentures totalling $1,000,000, $6,575,000, and $225,000 are to be paid in full
on September 1, 2009, March 1, 2010, and September 1, 2010, respectively.
The change in unrealized gains and losses recognized during the first quarter of
1999 and 2000 is summarized in the following table:
Quarter Ending Quarter Ending
March 31, 2000 March 31, 1999
-------------- --------------
LIVEware5, Inc. $ 297,750 $ -0-
------------ ---------
Unrealized gain on investments $ 297,750 $ -0-
============ =========
LIVEware5, Inc. negotiated an arrangement to be acquired by McLeod USA, Inc.
("McLeod"). The Trust received 38,877 shares of McLeod in exchange for the
investments in LIVEware5, Inc. stock and debentures in early April, 2000
(adjusted for the April 25, 2000 three-for-one stock split). The Trust's shares
of McLeod are subject to a twelve-month restriction on sales. McLeod common
stock is publicly traded. Valuation of McLeod stock will be based upon actual
market value.
YEAR 2000 ISSUE
As of the date of this filing, the Trust has encountered no problems relating to
the year 2000 issue. The Trust is not aware of any Y2K problems or situations
encountered by its investee companies, vendors, affiliates, or others.
LIQUIDITY AND CAPITAL RESOURCES
Three Months Ending March 31
----------------------------
2000 1999
---- ----
Major Cash Source:
Issuance of debentures $ 2,250,000 $ ---
Major Cash Use:
Deferred financing costs incurred (56,250) (50,000)
Distributions --- (184,220)
Changes in loans and investments (2,992,308) (800,000)
Cash and temporary cash investments amounted to $277,095 at March 31, 2000 and
$1,137,535 at December 31, 1999. Net cash from operating activities was a net
use of cash of $3,313,300 for the three months ending March 31, 2000, and a net
source of cash of $35,755 for the same period in 1999. This decrease in cash
flow is primarily due to the net change in loans and investments in the
12
<PAGE> 13
first quarter of 2000 of $2,992,308.
Prior to 1999, the principal sources of liquidity and capital were the proceeds
of sales of beneficial shares of the Trust combined with the results of
investment operations. During 1999, the SBIC received commitments for SBA
Leverage in the form of debentures in the amount of $10,000,000. The Trust paid
a 1% commitment fee of $100,000 and pays leverage and underwriting fees
amounting to 2.5% of the debentures issued. As of March 31, 2000, unused SBA
leverage commitments amounted to $2,200,000. Each draw against SBA commitments
is conditional upon the SBIC's credit worthiness and compliance with specific
regulations, as determined by the SBA. The SBA may also limit the amounts that
may be drawn each year. The unused SBA commitment expires September 30, 2004.
The Board of Directors of the Trust Advisor has approved application for an
additional $5,000,000 of SBA Leverage commitments, which is subject to review by
the SBA.
The Trust intends to make quarterly distributions of all cash revenues to the
extent it has cash available for such distributions. The Trustees declared no
distribution for the quarter ended March 31, 2000. Distributions from the
Trust's wholly-owned subsidiary, Berthel SBIC, LLC, to the Trust are restricted
under SBA regulations. Under SBA regulations, the SBIC subsidiary is not able to
distribute income to the parent unless it has "earnings available for
distribution" as defined by the SBA. At March 31, 2000, the SBIC had a deficit
of "earnings available for distribution" in the amount of $598,099.
Regardless of the ability to make current distributions in cash, the Trust has
accrued an 8% priority return to beneficial owners of the Trust since June 1997.
A 10% underwriting return was accrued through the final closing of the offering
on June 21, 1997. Distributions payable of $1,659,911 have been accrued as of
March 31, 2000.
The effect of interest rate fluctuations and inflation on the current Trust
investments is negligible.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The Trust's investment objective is to achieve capital appreciation in the value
of its net assets and to achieve current income principally by making
investments through private placements in securities of small and medium sized
privately and publicly owned companies. Securities consist of subordinated debt,
preferred stock, or common stock combined with equity participation in common
stock or rights to acquire common stock. Securities held for investment at March
31, 2000 are not held for trading purposes.
The primary risk of the portfolio is derived from the underlying ability of
investee companies to satisfy debt obligations and their ability to maintain or
improve common equity values. Levels of interest rates are not expected to
impact the Trust's valuations, but could impact the capability of investee
companies to repay debt or create and maintain shareholder value.
As of March 31, 2000, the portfolio is valued at fair value, as determined by
the Independent Trustees ("Trustees"). In determining fair value for securities
and warrants, 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
13
<PAGE> 14
of the investment, terms and liquidity of warrants, 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 relied on financial data of the portfolio companies
provided by the management of the portfolio companies.
The Trust Advisor maintains ongoing contact with management of the portfolio
companies including participation on their Boards of Directors and review of
financial information.
There is no assurance that any investment made by the Trust will be repaid or
re-marketed. Accordingly, there is a risk of total loss of any investment made
by the Trust. At March 31, 2000, the amount at risk was $15,064,561.
At March 31, 2000, the portfolio consisted of the following:
Cost Valuation
---- ---------
Notes and debentures with warrants
to purchase common stock $ 6,067,088 $ 7,517,088
Preferred stock convertible into
common stock 4,514,327 4,509,527
Common stock 2,124,766 3,037,946
----------- -----------
Total loans and investments $12,706,181 $15,064,561
=========== ===========
PART II
OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
None.
14
<PAGE> 15
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: May 8, 2000 Ronald O. Brendengen/s/
----------- -----------------------
Ronald O. Brendengen, Chief Financial Officer,
Treasurer
Date: May 8, 2000 Daniel P. Wegmann/s/
----------- --------------------
Daniel P. Wegmann, Controller
15
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from the
unaudited consolidated financial statements of Berthel Growth & Income Trust I
as of March 31, 2000, and the three months ended March 31, 2000, and is
qualified in its entirety by reference to such financial statements.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-2000
<PERIOD-START> JAN-01-2000
<PERIOD-END> MAR-31-2000
<CASH> 4,290
<SECURITIES> 15,337,366
<RECEIVABLES> 194,298
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 15,819,566
<CURRENT-LIABILITIES> 1,852,857
<BONDS> 7,800,000
0
0
<COMMON> 0
<OTHER-SE> 6,166,709<F1>
<TOTAL-LIABILITY-AND-EQUITY> 0
<SALES> 0
<TOTAL-REVENUES> 254,391
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 130,214
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 129,710
<INCOME-PRETAX> 292,217
<INCOME-TAX> 0
<INCOME-CONTINUING> 292,217
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 292,217
<EPS-BASIC> 27.72<F2>
<EPS-DILUTED> 27.72<F2>
<FN>
<F1>Net Assets
<F2>Net Income per Beneficial Share Based on Weighted Average Shares Outstanding
which was 10,541
</FN>
</TABLE>
