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, 2002
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 October 11, 2002
BERTHEL GROWTH & INCOME TRUST I
INDEX
PART I. FINANCIAL INFORMATION PAGE
----
Item 1. Financial Statements (unaudited)
Consolidated Statements of Assets and Liabilities -
September 30, 2002 and December 31, 2001 3
Consolidated Statements of Operations -
three months ended September 30, 2002 and September 30, 2001 4
Consolidated Statements of Operations -
nine months ended September 30, 2002 and September 30, 2001 5
Consolidated Statements of Changes in Net Assets -
nine months ended September 30, 2002 and September 30, 2001 6
Consolidated Statements of Cash Flows -
nine months ended September 30, 2002 and September 30, 2001 7
Notes to Consolidated Financial Statements 8
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 12
Item 3. Quantitative and Qualitative Disclosures About Market Risk 14
Item 4. Controls and Procedures 15
PART II. OTHER INFORMATION
Item 1. Legal Proceedings 15
Item 6. Exhibits and Reports on Form 8-K 15
Signatures 16
Certification of Chief Executive Officer 17
Certification of Chief Financial Officer 18
2
BERTHEL GROWTH & INCOME TRUST I
CONSOLIDATED STATEMENTS OF ASSETS AND LIABILITIES (UNAUDITED)
September 30, 2002 December 31, 2001
------------------ ----------------
ASSETS
Loans and investments (Note B) $ 8,448,426 $ 9,483,692
Cash and cash equivalents 1,060,306 1,631,387
Interest and dividends receivable 70,194 122,653
Deferred financing costs 206,096 239,426
Other receivables 872 1,631
Other assets 8,371 -0-
------------- -------------
TOTAL ASSETS 9,794,265 11,478,789
------------- -------------
LIABILITIES
Accrued interest payable 65,736 267,328
Accounts payable and other accrued expenses 33,695 52,456
Due to affiliate 26,554 3,200
Deferred income 15,454 21,536
Distributions payable to shareholders 3,769,267 3,138,539
Debentures (Note C) 9,500,000 9,500,000
------------- -------------
TOTAL LIABILITIES 13,410,706 12,983,059
------------- -------------
COMMITMENTS AND CONTINGENCIES
NET LIABILITIES (equivalent to ($343.08) per share
at September 30, 2002 and ($142.71) per share
at December 31, 2001) $ (3,616,441) $ (1,504,270)
============= =============
Net liabilities consist of:
Shares of beneficial interest (25,000 shares
authorized; 10,541 shares issued
and outstanding) $ 2,432,926 $ 3,492,983
Accumulated net realized losses (2,810,283) (2,416,372)
Accumulated net unrealized losses (3,239,084) (2,580,881)
------------ -------------
$ (3,616,441) $ (1,504,270)
============ =============
See notes to consolidated financial statements.
3
BERTHEL GROWTH & INCOME TRUST I
CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
Three Months Ended
September 30, 2002 September 30, 2001
------------------ ------------------
REVENUES:
Interest income $ 134,837 $ 213,993
Dividend income 22,167 46,750
Application, closing, and other fees 2,027 3,535
-------------- -------------
Total revenues 159,031 264,278
-------------- -------------
EXPENSES:
Management fees 68,046 79,170
Administrative services 9,600 9,600
Trustee fees 8,000 2,000
Professional fees 19,769 11,081
Interest expense 201,591 202,487
Other general and administrative expenses 20,234 19,060
-------------- -------------
Total expenses 327,240 323,398
-------------- -------------
Net investment loss (168,209) (59,120)
Unrealized loss on investments (1,069,705) (1,157,731)
-------------- ------------
Net decrease in net assets $ (1,237,914) $ (1,216,851)
============== ============
Per beneficial share amounts:
Net decrease in net assets $ (117.44) $ (115.44)
============== ============
Weighted average shares 10,541 10,541
============== ============
See notes to consolidated financial statements.
4
BERTHEL GROWTH & INCOME TRUST I
CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
Nine Months Ended
September 30, 2002 September 30, 2001
------------------ ------------------
REVENUES:
Interest income $ 407,861 $ 675,400
Dividend income 129,523 99,417
Application, closing, and other fees 7,348 8,340
-------------- --------------
Total revenues 544,732 783,157
-------------- --------------
EXPENSES:
Management fees 204,499 244,125
Administrative services 28,800 28,800
Trustee fees 24,000 18,000
Professional fees 59,042 43,547
Interest expense 598,201 604,671
Other general and administrative expenses 59,520 54,233
------------- -------------
Total expenses 974,062 993,376
------------- -------------
Net investment loss (429,330) (210,219)
Unrealized loss on investments (658,202) (1,536,552)
Realized loss on investments (393,911) -0-
------------- -------------
Net decrease in net assets $ (1,481,443) $ (1,746,771)
============= =============
Per beneficial share amounts:
Net decrease in net assets $ (140.54) $ (165.71)
============= =============
Weighted average shares 10,541 10,541
============= =============
See notes to consolidated financial statements.
5
BERTHEL GROWTH & INCOME TRUST I
CONSOLIDATED STATEMENTS OF CHANGES IN NET ASSETS (LIABILITIES)
(UNAUDITED)
Nine Months Ended Nine Months Ended
September 30, 2002 September 30, 2001
------------------ ------------------
Shares of Shares of
Beneficial Beneficial
Interest Amount Interest Amount
----------- ----------- ----------- -------------
Net investment loss -- $ (429,330) -- $ (210,219)
Unrealized loss on investments -- (658,202) -- (1,536,552)
Realized loss on investments -- (393,911) -- -0-
Distributions payable to shareholders -- (630,728) -- (630,729)
Net assets (liabilities) at
beginning of period 10,541 (1,504,270) 10,541 1,465,862
------ ----------- ------ ------------
Net liabilities at end of period 10,541 $(3,616,441) 10,541 $ (911,638)
====== =========== ====== ============
See notes to consolidated financial statements.
6
BERTHEL GROWTH & INCOME TRUST I
CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
Nine Months Ended
September 30, 2002 September 30, 2001
------------------ ------------------
OPERATING ACTIVITIES:
Net decrease in net assets $ (1,481,443) $ (1,746,771)
Adjustments to reconcile net increase in net assets
to net cash flows from operating activities:
Amortization 33,330 33,162
Accretion of discount on debt securities (31,193) (69,487)
Unrealized loss on investments 658,202 1,536,552
Realized loss on investments 393,911 -0-
Provision for possible losses -0- 922
Changes in operating assets and liabilities
Loans and investments 14,346 1,500,000
Interest and dividends receivable 52,459 (20,489)
Deferred financing costs -0- (838)
Other receivables 759 (2,632)
Other assets (8,371) -0-
Accrued interest payable (201,592) (191,649)
Accounts payable and other accrued expenses (18,761) (3,532)
Due to affiliate 23,354 (65,430)
Deferred income (6,082) (6,083)
--------------- ----------------
Net cash flows from operating activities (571,081) 963,725
--------------- ----------------
NET INCREASE (DECREASE) IN CASH (571,081) 963,725
CASH AT BEGINNING OF PERIOD 1,631,387 684,244
--------------- ----------------
CASH AT END OF PERIOD $ 1,060,306 $ 1,647,969
=============== ================
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid for interest $ 799,793 $ 796,320
Noncash financing activities:
Distributions payable to shareholders 630,728 630,729
See notes to consolidated financial statements.
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, 2001. 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, 2002
are not necessarily indicative of the results that may be expected for the year
ended December 31, 2002.
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.
Berthel SBIC, LLC ("SBIC"), a wholly owned subsidiary of the Trust, is in
violation of the maximum capital impairment percentage permitted by the SBA. On
August 26, 2002, the SBIC received notice from the SBA, dated August 22, 2002,
that the SBIC was in default pursuant to the terms of subordinated debentures
issued by the SBIC. Pursuant to the notice the SBA made demand for repayment of
$9,500,000 (plus accrued interest) outstanding pursuant to the subordinated
debentures. Management will be negotiating terms of the repayment with the SBA
and anticipates the disposal of assets in the SBIC in order to repay the
debentures. The actions taken by the SBA may impact the SBIC's ability to
continue as a going concern. The assets and liabilities of the SBIC as of
September 30, 2002 are $9,686,293 and $9,620,210, respectively.
8
NOTE B -LOANS AND INVESTMENTS
SEPTEMBER 30, 2002 DECEMBER 31, 2001
------------------------ -----------------------
COST VALUATION COST VALUATION
----------- ----------- -------- -----------
COMMUNICATIONS AND SOFTWARE:
MCLEODUSA, INC.
- ---------------
2,278 and 38,877 shares of common stock at September 30, 2002 and
December 31, 2001, respectively $ 610,000 $ 653 $ 610,000 --
OBJECT SPACE, INC.
- ------------------
108,108 shares of Series B convertible preferred stock -- -- 404,800 --
EDMIN.COM, INC.
- ---------------
204,500 and 200,000 shares of 9%, Series A cumulative convertible
preferred stock at September 30, 2002 and December 31, 2001, respectively,
and warrants to purchase 20,000 shares of common stock at $4.00 per share 746,000 1,323,125 728,000 1,295,000
CHEQUEMATE INTERNATIONAL, INC.
- ------------------------------
1,778,734 and 1,903,734 shares of common stock at September 30, 2002 and
December 31, 2001, respectively -- 28,460 -- 411,206
MEDIA SCIENCES INTERNATIONAL, INC. (FORMERLY NAMED CADAPULT GRAPHIC
- -------------------------------------------------------------------
SYSTEMS, INC.)
--------------
100,000 shares of 11.5%, Series A convertible preferred stock, 25,000
(20,000 options at December 31, 2001) options and 323,000 warrants to
purchase shares of common stock at various prices 930,000 930,000 930,000 930,000
52,273 shares of common stock 52,273 29,970 -- --
---------- ----------
TOTAL COMMUNICATIONS AND SOFTWARE (27.4% and 27.8% of total loans and
investments as of September 30, 2002 and December 31,2001, respectively) 2,312,208 2,636,206
---------- ----------
HEALTHCARE PRODUCTS AND SERVICES:
PHYSICIANS TOTAL CARE, INC.
- ---------------------------
10% promissory note due September, 2004 and warrants to purchase
350,000 shares of common stock for at various prices 807,795 -- 807,795 --
700 shares of common stock 4,000 -- 4,000 --
INTER-MED, INC.
- ---------------
1,743.248 shares of common stock 650,000 650,000 650,000 650,000
12% promissory note due July, 2005-June, 2006 186,760 186,760 183,416 183,416
Warrants to purchase 748.0551 shares of common stock at $.01 per share 22,271 22,271 22,271 22,271
9
SEPTEMBER 30, 2002 DECEMBER 31, 2001
--------------------- -----------------------
COST VALUATION COST VALUATION
------ ----------- ------ -----------
FUTUREMED INTERVENTIONAL, INC.
- ------------------------------
13.5% promissory note due February, 2005 950,391 950,391 934,995 934,995
Warrants to purchase 6% of the company at $.01 per share 102,640 765,306 102,640 765,306
IMED DEVICES, INC.
- ------------------
400,000 shares of common stock -- 100,000 -- --
--------- ---------
TOTAL HEALTHCARE PRODUCTS AND SERVICES (31.7% and 27.0% of total loans and
investments as of September 30, 2002 and December 31, 2001, respectively) 2,674,728 2,555,988
--------- ---------
MANUFACTURING:
CHILDS & ALBERT
- ---------------
12.5% promissory note due October, 2005 756,764 756,764 745,955 745,955
Warrants to purchase 833.334 shares of common stock at $10 per share 72,065 72,065 72,065 72,065
FEED MANAGEMENT SYSTEMS, INC. (FORMERLY EASY SYSTEMS, INC.)
- -----------------------------------------------------------
11% subordinated debenture due March, 2004 and warrants to purchase
291,393 shares of stock at $2.10 per share -- -- 777,422 100,000
142,857 shares of Series B preferred stock and warrants to purchase
240,000 shares of common stock at $2.10 per share -- -- 300,000 --
435,590 shares of common stock 1,077,422 304,913 -- --
HICKLIN ENGINEERING, L.C.
- ------------------------
10% subordinated note due June, 2003 400,000 400,000 400,000 400,000
Warrant for 68,570 membership interests at $.01 per share -- -- -- --
68,570 units of membership interests 69 69 -- --
12% subordinated note due January, 2001 through December, 2004 -- -- 13,800 13,800
THE SCHEBLER COMPANY
- --------------------
13% promissory note due March, 2005 161,188 161,188 159,544 159,544
Warrants to purchase 1.66% of common stock at $.01 per share 11,504 11,504 11,504 11,504
166,666 shares of 10% convertible cumulative preferred stock 166,667 166,667 166,667 166,667
166,666 shares of common stock 166,667 166,667 166,667 166,667
--------- ---------
TOTAL MANUFACTURING (24.1% and 19.4% of total loans and investments
as of September 30, 2002 and December 31, 2001, respectively) 2,039,837 1,836,202
--------- ---------
10
SEPTEMBER 30, 2002 DECEMBER 31, 2001
----------------------- ------------------------
COST VALUATION COST VALUATION
------- ------------ -------- ------------
OTHER SERVICE INDUSTRIES:
VOICEFLASH NETWORKS, INC.
- -------------------------
500,000 shares of 12% cumulative convertible preferred stock 820,083 162,035 820,083 134,246
Warrants to purchase 306,236 shares of common stock at $.01 per share 179,917 69,618 179,917 81,050
Options to purchase 32,500 shares of common stock at $.61 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 940,000 940,000 1,000,000 1,000,000
KINSETH HOSPITALITY COMPANY, INC.
- ---------------------------------
14% note due May, 2003 250,000 250,000 250,000 250,000
PICKERMAN'S DEVELOPMENT COMPANY
- -------------------------------
12% promissory notes due April, 2005 through March, 2006 547,663 -- 547,663 --
12% promissory note due on demand 12,520 -- 12,520 --
Warrants to purchase 2,406,250 shares of common stock at $0.01 per share 72,849 -- 72,849 --
SERVECORE BUSINESS SOLUTIONS, INC.
- ----------------------------------
3,663 shares of common stock 990,000 -- 990,000 990,000
---------- ----------
TOTAL OTHER SERVICE INDUSTRIES (16.8% and 25.8% of total loans and investments
as of September 30, 2002 and December 31, 2001, respectively) 1,421,653 2,455,296
---------- ----------
TOTAL LOANS AND INVESTMENTS $8,448,426 $9,483,692
========== ==========
11
NOTE C - DEBENTURES
The Trust has debentures payable to the SBA totalling $9,500,000 as of September
30, 2002 for which the SBA has demanded payment (see Note A). The debentures,
prior to the SBA's demand for repayment required the semiannual payment of
interest at annual interest rates ranging from 6.353% to 7.64%. In addition to
interest payments, the Trust was required to pay an annual 1% SBA loan fee on
the outstanding debentures balance. Management will be negotiating terms of the
repayment with the SBA.
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:
Three Months Ending Nine Months Ending
September 30 September 30
2002 2001 2002 2001
--------- --------- --------- ---------
Portfolio investments $ 128,320 $ 210,484 $ 387,203 $ 664,241
Money market 6,517 3,509 20,658 11,159
--------- --------- --------- ---------
Interest income $ 134,837 $ 213,993 $ 407,861 $ 675,400
========= ========= ========= =========
Dividend income $ 22,167 $ 46,750 $ 129,523 $ 99,417
========= ========= ========= =========
Changes in interest and dividends earned on portfolio investments reflect the
level of investment in interest and dividend earning securities. The decrease is
primarily due to a partial Kinseth payoff during 2001 and various portfolio
companies on non-accrual status. Money market interest reflects cash resources
that are invested in highly liquid money market savings funds. The increase in
dividend income for the first nine months of 2002 is primarily due to Media
Sciences International, which in the first quarter of 2002 paid dividends from
the first and second quarters of 2001 in the form of common stock, and also paid
their regular quarterly dividend.
Management fees, calculated as 2.5% of the combined temporary investment in
money market securities and loans and investments balances, were $204,499 for
the first nine months of 2002 and $244,125 the same period a year ago. The
decrease in management fees is due to a decreased portfolio of loans and
investments.
Interest expense is on debentures payable to the SBA through its wholly owned
subsidiary, Berthel SBIC, LLC. The Trust has issued debentures totalling
$9,500,000 for which the SBA has demanded repayment as described in Notes A and
C to the financial statements and in the Liquidity and Capital Resources section
below.
Professional fees include legal and accounting expenses, with the increase from
2001 to 2002 due to an increase in legal fees relating to the possibility of
restructuring the Trust resulting from the SBIC being in violation of the
maximum capital impairment percentage permitted by the SBA.
12
The change in unrealized and realized gains and losses recognized is summarized
in the following table:
Three Months Ending September 30 Nine Months Ending September 30
2002 2001 2002 2001
---- ---- ---- ----
Bristol Retail Solutions $ -0- $ -0- $ -0- $ 28,644
VoiceFlash Networks, Inc. (36,921) (735,246) 16,357 (851,151)
Chequemate International (42,689) (41,644) (382,747) (78,083)
Edmin.com, Inc. 10,125 -0- 10,125 567,000
iBEAM Broadcasting
Corporation -0- (232,722) -0- (577,259)
Feed Management Systems -0- -0- 204,913 -0-
McLeodUSA, Inc. 653 (148,119) 653 (425,703)
Media Sciences International (10,873) -0- (22,303) -0-
IMED Devices, Inc. -0- -0- 100,000 -0-
ServeCore Business
Solutions, Inc. (990,000) -0- (990,000) -0-
Object Space, Inc. -0- -0- 404,800 (200,000)
------------- ------------- ------------- -------------
Unrealized loss $ (1,069,705) $ (1,157,731) $ (658,202) $ (1,536,552)
============= ============= ============= =============
Three Months Ending September 30 Nine Months Ending September 30
2002 2001 2002 2001
---- ---- ---- ----
Chequemate International $ -0- $ -0- $ 10,889 $ -0-
Object Space, Inc. -0- -0- (404,800) -0-
------------- ------------- ------------- -------------
Realized loss $ -0- $ -0- $ (393,911) $ -0-
============= ============= ============= =============
VoiceFlash Networks, Inc., Chequemate International, Inc., McLeodUSA, Inc., and
Cadapult Graphic Systems are all publicly traded companies. Valuation of these
securities as of September 30, 2002 is based upon actual market value less
appropriate reserves to reflect restrictions on sales. During the second quarter
of 2002, 125,000 shares of Chequemate were sold, resulting in a realized gain of
$10,889. The increase in Feed Management Systems and IMED Devices reflects
management's increased estimated valuation of these privately held companies.
400,000 shares of IMED Devices were received during 2002 in conjunction with the
investment in Futuremed, with management estimating the value at $.25 per share.
The SBIC received 4,500 shares of EDmin.com preferred stock as a dividend in
lieu of cash during the third quarter of 2002 and valued accordingly. The
unrealized loss of ServeCore Business Solutions reflects management's estimation
that no value should be attributed to this investment at this time. ObjectSpace
is a reclassification from an unrealized loss to a realized loss.
LIQUIDITY AND CAPITAL RESOURCES
Cash and cash equivalents amounted to $1,060,306 at September 30, 2002 and
$1,631,387 at December 31, 2001. Net cash from operating activities was a net
use of cash of $571,081 for the nine months ending September 30, 2002, and a net
source of cash of $963,725 for the same period in 2001, with the difference
attributable to the Kinseth payoff in 2001.
The Trust intends to make quarterly distributions of all cash revenues to the
extent it has cash available for such distributions. The Trustees have declared
no distributions during 2002. 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 September 30, 2002, the SBIC had a
deficit of "earnings available for distribution" in the amount of $7,296,626.
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.
Distributions payable of $3,769,267 have been accrued as of September 30, 2002.
13
Berthel SBIC, LLC ("SBIC"), a wholly owned subsidiary of the Trust, is in
violation of the maximum capital impairment percentage permitted by the SBA. On
August 26, 2002, the SBIC received notice from the SBA, dated August 22, 2002,
that the SBIC was in default pursuant to the terms of subordinated debentures
issued by the SBIC. Pursuant to the notice the SBA made demand for repayment of
$9,500,000 (plus accrued interest) outstanding pursuant to the subordinated
debentures. Management will be negotiating terms of the repayment with the SBA
and anticipates the disposal of assets in the SBIC in order to repay the
debentures. The actions taken by the SBA may impact the SBIC's ability to
continue as a going concern. The assets and liabilities of the SBIC as of
September 30, 2002 are $9,686,293 and $9,620,210, respectively.
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. Investments 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 September 30, 2002, the portfolio is valued at fair value, as determined
by the Independent Trustees ("Trustees"). In determining fair value, 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, 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 September 30, 2002, the amount at risk was $8,448,426 and
consisted of the following:
Cost Valuation
------------ -----------
Debt securities and loans $ 5,013,082 $ 3,645,103
Preferred stocks 2,662,750 2,581,827
Common stocks 3,550,432 1,280,732
Warrants and options to purchase common stock 461,246 940,764
------------ -----------
Total loans and investments $ 11,687,510 $ 8,448,426
============ ===========
14
ITEM 4. CONTROLS AND PROCEDURES
An evaluation was performed under the supervision and with the participation of
the Trust's management, including the Chief Executive Officer and Chief
Financial Officer, of the effectiveness of the design and operation of the
Trust's disclosure controls and procedures within 90 days before the filing date
of this quarterly report. Based on that evaluation, the Trust's management,
including the Chief Executive Officer and Chief Financial Officer, concluded
that the Trust's disclosure controls and procedures were effective in timely
alerting them to material information relating to the Trust required to be
included in the Trust's periodic SEC filings. There have been no significant
changes in the Trust's internal controls or in other factors that could
significantly affect internal controls subsequent to their evaluation.
PART II
OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
None.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
a). Exhibits
Exhibit 99.1 First Clearing Corporation Account Agreement-Berthel
Growth & Income Trust I
Exhibit 99.2 First Clearing Corporation Account Agreement-Berthel
SBIC, LLC
Exhibit 99.3 Fidelity Bond
Exhibit 99.4 Section 906 Certification of Chief Executive Officer
Exhibit 99.5 Section 906 Certification of Chief Financial Officer
b). A report on Form 8-K was filed on August 29, 2002 relating to the SBA demand
for repayment of the subordinated debentures.
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: November 11, 2002 /s/ Ronald O. Brendengen
----------------- ---------------------------------------
Ronald O. Brendengen, Chief Financial
Officer, Treasurer
Date: November 11, 2002 /s/ Daniel P. Wegmann
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Daniel P. Wegmann, Controller
Date: November 11, 2002 /s/ Henry Royer
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Henry Royer, Executive Vice President
16
FORM OF CERTIFICATION OF RULE 302
I, Thomas J. Berthel, President and Chief Executive Officer of Berthel Fisher &
Company Planning, Inc., the Trust Advisor of Berthel Growth & Income Trust I,
certify that:
1. I have reviewed this quarterly report on Form 10-Q of Berthel
Growth & Income Trust I;
2. Based on my knowledge, this report does not contain any untrue statement of a
material fact or omit to state a material fact necessary to make the statements
made, in light of the circumstances under which such statements were made, not
misleading with respect to the period covered by this quarterly report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:
a) designed such disclosure controls and procedures to ensure that material
information relating to the registrant is made known to us by others,
particularly during the period in which this quarterly report is being
prepared;
b) evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this
quarterly report (the "Evaluation Date"); and
c) presented in this quarterly report our conclusions about the effectiveness
of the disclosure controls and procedures based on our evaluation as of the
Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation, to the registrant's auditors and the audit committee of
registrant's board of directors (or persons performing the equivalent function):
a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to record,
process, summarize and report financial data and have identified for the
registrant's auditors any material weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal controls;
and
6. The registrant's other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.
November 11, 2002 /s/ Thomas J. Berthel
President and Chief Executive Officer
Berthel Fisher & Company Planning, Inc.
Trust Advisor
Berthel Growth & Income Trust I
17
FORM OF CERTIFICATION OF RULE 302
I, Ronald O. Brendengen, Chief Financial Officer of Berthel Fisher & Company
Planning, Inc., the Trust Advisor of Berthel Growth & Income Trust I, certify
that:
1. I have reviewed this quarterly report on Form 10-Q of Berthel Growth & Income
Trust I;
2. Based on my knowledge, this report does not contain any untrue statement of a
material fact or omit to state a material fact necessary to make the statements
made, in light of the circumstances under which such statements were made, not
misleading with respect to the period covered by this quarterly report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:
a) designed such disclosure controls and procedures to ensure that material
information relating to the registrant is made known to us by others,
particularly during the period in which this quarterly report is being
prepared;
b) evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this
quarterly report (the "Evaluation Date"); and
c) presented in this quarterly report our conclusions about the effectiveness
of the disclosure controls and procedures based on our evaluation as of the
Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation, to the registrant's auditors and the audit committee of
registrant's board of directors (or persons performing the equivalent function):
a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to record,
process, summarize and report financial data and have identified for the
registrant's auditors any material weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal controls;
and
6. The registrant's other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.
November 11, 2002 /s/ Ronald O. Brendengen
Chief Financial Officer
Berthel Fisher & Company Planning, Inc.
Trust Advisor
Berthel Growth & Income Trust I
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