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 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 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 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 5 BERTHEL GROWTH & INCOME TRUST I CONSOLIDATED STATEMENTS OF CHANGES IN NET ASSETS (UNAUDITED) THREE MONTHS ENDED THREE MONTHS ENDED MARCH 31, 2000 MARCH 31, 1999 -------------- -------------- SHARES OF SHARES OF BENEFICIAL BENEFICIAL INTEREST AMOUNT INTEREST AMOUNT -------- ------ -------- ------ 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 ====== ========== ====== =========== See notes to financial statements. 5 6 BERTHEL GROWTH & INCOME TRUST I CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) THREE MONTHS ENDED MARCH 31, 2000 MARCH 31, 1999 -------------- -------------- 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. 6 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 8 NOTE B -LOANS AND INVESTMENTS MARCH 31, 2000 DECEMBER 31, 1999 -------------------- ------------------- COST VALUATION COST VALUATION ---- --------- ---- --------- 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 ---------- ---------- 8 9 MARCH 31, 2000 DECEMBER 31, 1999 -------------- ----------------- COST VALUATION COST VALUATION ---- --------- ---- --------- 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 -- -- 9 10 MARCH 31, 2000 DECEMBER 31, 1999 -------------- ----------------- COST VALUATION COST VALUATION ---- --------- ---- --------- 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 ============ =========== 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 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 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 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 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 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