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, 2005 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 033-89506 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 Identification No.) incorporation or organization) 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 ----- ----- Indicate by check mark whether registrant is an accelerated filer (as defined in Rule 12b-2 of the Securities Exchange Act of 1934). Yes No X ----- ----- 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 6, 2005 BERTHEL GROWTH & INCOME TRUST I INDEX Part I. FINANCIAL INFORMATION - ------------------------------ PAGE Item 1. Financial Statements (unaudited) Consolidated Statements of Assets and Liabilities - September 30, 2005 and December 31, 2004 3 Consolidated Statements of Operations - three months ended September 30, 2005 and 2004 4 Consolidated Statements of Operations - nine months ended September 30, 2005 and 2004 5 Consolidated Statements of Changes in Net Liabilities - nine months ended September 30, 2005 and 2004 6 Consolidated Statements of Cash Flows - nine months ended September 30, 2005 and 2004 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 13 Item 4. Controls and Procedures 14 Part II. OTHER INFORMATION - ---------------------------- Item 6. Exhibits 15 Signatures 15 2 BERTHEL GROWTH & INCOME TRUST I CONSOLIDATED STATEMENTS OF ASSETS AND LIABILITIES (UNAUDITED) September 30, December 31, 2005 2004 ------------ ------------ ASSETS Loans and investments (Note B) $ 8,165,830 $ 8,079,782 Cash and cash equivalents 268,271 259,533 Interest and dividends receivable 86,382 110,183 ------------ ------------ TOTAL ASSETS $ 8,520,483 $ 8,449,498 ============ ============ LIABILITIES AND NET ASSETS (LIABILITIES) Accrued interest payable $ 71,078 $ 97,014 Accounts payable and other accrued expenses 76,290 87,519 Due to affiliate 612,384 418,906 Deferred income -- 833 Distributions payable to shareholders 6,301,336 5,670,689 Notes payable (Note C) 7,426,919 7,426,919 ------------ ------------ TOTAL LIABILITIES 14,488,007 13,701,880 ------------ ------------ COMMITMENTS AND CONTINGENCIES NET ASSETS (LIABILITIES), equivalent to ($566.13) per share at September 30, 2005 and ($498.28) per share at December 31, 2004: Shares of beneficial interest (25,000 shares authorized; 10,541 shares issued and outstanding) (2,120,900) (1,053,694) Accumulated net realized losses (5,141,829) (5,221,040) Accumulated net unrealized gains 1,295,205 1,022,352 ------------ ------------ TOTAL NET ASSETS (LIABILITIES) (5,967,524) (5,252,382) ------------ ------------ TOTAL LIABILITIES AND NET ASSETS (LIABILITIES) $ 8,520,483 $ 8,449,498 ============ ============ See notes to consolidated financial statements. 3 BERTHEL GROWTH & INCOME TRUST I CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) Three Months Ended September 30, September 30, 2005 2004 --------- --------- REVENUES: Interest income $ 48,057 $ 63,676 Dividend income 8,333 -- Application, closing, and other fees -- 1,250 --------- --------- Total revenues 56,390 64,926 --------- --------- EXPENSES: Management fees 52,511 57,973 Administrative services 932 966 Trustee fees 6,000 6,000 Professional fees 9,125 6,418 Interest expense 140,212 144,521 Other general and administrative expenses 10,498 10,825 --------- --------- Total expenses 219,278 226,703 --------- --------- Net investment loss (162,888) (161,777) Unrealized gain on investments 162,702 56,752 --------- --------- Net decrease in net assets $ (186) $(105,025) ========= ========= Per beneficial share amounts: Net decrease in net assets $ (.02) $ (9.96) ========= ========= 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, September 30, 2005 2004 --------- --------- REVENUES: Interest income $ 150,780 $ 205,487 Dividend income 70,476 41,604 Application, closing, and other fees 833 3,750 --------- --------- Total revenues 222,089 250,841 --------- --------- EXPENSES: Management fees 158,690 169,543 Administrative services 3,057 3,119 Trustee fees 18,000 18,000 Professional fees 27,175 62,718 Interest expense 416,064 432,139 Other general and administrative expenses 35,662 33,273 --------- --------- Total expenses 658,648 718,792 --------- --------- Net investment loss (436,559) (467,951) Unrealized gain on investments 272,853 675,129 Realized gain on investments 79,211 -- --------- --------- Net increase (decrease) in net assets $ (84,495) $ 207,178 ========= ========= Per beneficial share amounts: Net increase (decrease) in net assets $ (8.02) $ 19.65 ========= ========= 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 LIABILITIES (UNAUDITED) Nine Months Ended Nine Months Ended September 30, 2005 September 30, 2004 ------------------ ------------------ Shares of Shares of Beneficial Beneficial Interest Amount Interest Amount ----------- ----------- ----------- ----------- Net investment loss -- $ (436,559) -- $ (467,951) Unrealized gain on investments -- 272,853 -- 675,129 Realized gain on investments -- 79,211 -- -- Distributions payable to shareholders -- (630,647) -- (633,037) Net liabilities at beginning of period 10,541 (5,252,382) 10,541 (3,795,616) ----------- ----------- ----------- ----------- Net liabilities at end of period 10,541 $(5,967,524) 10,541 $(4,221,475) =========== =========== =========== =========== See notes to consolidated financial statements. 6 BERTHEL GROWTH & INCOME TRUST I CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) Nine Months Ended September 30 2005 2004 --------- --------- OPERATING ACTIVITIES: Net increase (decrease) in net assets $ (84,495) $ 207,178 Adjustments to reconcile change in net assets to net cash flows from operating activities: Accretion of discount on debt securities (13,853) (15,797) Unrealized gain on investments (272,853) (675,129) Realized gain on investments (79,211) -- Changes in operating assets and liabilities Loans and investments 279,869 253,400 Interest and dividends receivable 23,801 (29,572) Accrued interest payable (25,936) 85,180 Accounts payable and other accrued expenses (11,229) (15,064) Due to affiliate 193,478 248,852 Deferred income (833) (3,749) --------- --------- Net cash flows from operating activities 8,738 55,299 --------- --------- FINANCING ACTIVITIES: Payment of debentures -- (54,042) --------- --------- Net cash flows from operating activities -- (54,042) --------- --------- NET INCREASE IN CASH 8,738 1,257 CASH AT BEGINNING OF PERIOD 259,533 248,286 --------- --------- CASH AT END OF PERIOD $ 268,271 $ 249,543 ========= ========= SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: Cash paid for interest $ 442,000 $ 324,959 Noncash financing activities: Distributions payable to shareholders 630,647 633,037 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, 2004. 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, 2005 are not necessarily indicative of the results that may be expected for the year ended December 31, 2005. 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. The Trust continues to have a deficiency in net assets. Berthel SBIC, LLC ("SBIC"), a wholly owned subsidiary of the Trust, has agreed to liquidate its portfolio assets in order to pay its indebtedness to the United States Small Business Administration ("SBA"). In August 2002, the SBA notified the SBIC that all debentures, accrued interest and fees were immediately due and payable. The SBIC was transferred into the Liquidation Office of the SBA at that time. On September 1, 2003, management signed a loan agreement with the SBA for $8,100,000 (after paying $1,400,000 on the $9,500,000 debentures) with a term of 48 months at an interest rate of 7.49%. The Agreement requires principal payments on the debt to the extent the SBIC receives cash proceeds exceeding $250,000 for the sale or liquidation of investments. As of September 30, 2005, $7,426,919 is outstanding under the loan agreement, which is secured by substantially all assets of the SBIC. The loan agreement contains various covenants, including limits on the amounts of expenses, other than interest expense, that can be incurred and paid. The loan agreement also contains various events of default, including a decrease in the aggregate value of the SBIC's assets of 10% or greater. As of September 30, 2005, total assets and liabilities of the Trust are $8,520,483 and $14,488,007, respectively. These factors raise substantial doubt about the ability of the Trust to continue as a going concern. No assurance can be given that the Trust will have sufficient cash flow to repay the debt or that the Trust will be financially viable. 8 NOTE B -LOANS AND INVESTMENTS September 30, 2005 December 31, 2004 ----------------------------- ----------------------------- Cost Valuation Cost Valuation Communications and Software: EDmin.com, Inc. - -------------- 261,203 and 249,835 shares of 9%, Series A cumulative convertible preferred stock as of September 30, 2005 and December 31, 2004, respectively $ 972,812 $ 972,812 $ 927,340 $ 927,340 Media Sciences International, Inc. - ---------------------------------- 1,063,416 and 1,112,797 shares of common stock as of September 30, 2005 and December 31, 2004, respectively, and 20,000 options to purchase shares of common stock at various prices 957,942 1,847,153 1,012,777 1,629,135 ------------ ------------ Total Communications and Software (34% and 32% of total loans and investments as of September 30, 2005 and December 31, 2004, respectively) 2,819,965 2,556,475 ------------ ------------ Healthcare Products and Services: Physicians Total Care, Inc. - --------------------------- 10% promissory note due on demand and warrants to purchase 350,000 shares of common stock at various prices 807,795 -- 807,795 -- 700 shares of common stock 4,000 -- 4,000 -- Inter-Med, Inc. - --------------- 2,491.3031 shares of common stock 672,279 672,279 672,279 672,279 12% promissory note due June, 2006 49,288 49,288 196,792 196,792 FutureMatrix Interventional, Inc. (formerly known as Futuremed) - --------------------------------------------------------------- Warrants to purchase 6% of the company at $.01 per share 102,640 2,460,000 102,640 2,460,000 1,899,783 shares of common stock of IMED Devices, Inc. (an affiliate of FutureMatrix Interventional, Inc.) -- 265,970 -- 265,970 ------------ ------------ Total Healthcare Products and Services (42% and 44% of total loans and investments as of September 30, 2005 and December 31, 2004, respectively) 3,447,537 3,595,041 ------------ ------------ Manufacturing: Childs & Albert - --------------- 12.5% promissory note due October, 2005 800,000 800,000 789,191 789,191 Warrants to purchase 833.334 shares of common stock at $10 per share 72,065 72,065 72,065 72,065 9 September 30, 2005 December 31, 2004 ----------------------------- ----------------------------- Cost Valuation Cost Valuation Feed Management Systems, Inc. (formerly Easy Systems, Inc.) - ----------------------------------------------------------- 435,590 shares of common stock 1,077,422 304,913 1,077,422 304,913 The Schebler Company - -------------------- 13% promissory note due June, 2006 166,666 166,666 166,118 166,118 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 (21% and 21% of total loans and investments as of September 30, 2005 and December 31, 2004, respectively) 1,688,482 1,677,125 ------------ ------------ Other Service Industries: International Pacific Seafoods, Inc. - ------------------------------------ 1,501 shares of common stock 1,141 1,141 1,141 1,141 Kinseth Hospitality Company, Inc. 15% note due March, 2007 208,705 208,705 250,000 250,000 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 -- ------------ ------------ Total Other Service Industries (3% and 3% of total loans and investments as of September 30, 2005 and December 31, 2004, respectively) 209,846 251,141 ------------ ------------ TOTAL LOANS AND INVESTMENTS $ 8,165,830 $ 8,079,782 ============ ============ 10 NOTE C - NOTES PAYABLE The SBIC issued debentures payable to the SBA totalling $9,500,000 since inception. The original debenture terms required semiannual payments of interest at annual interest rates ranging from 6.353% to 7.64%. In addition to interest payments, the SBIC was required to pay an annual 1% SBA loan fee on the outstanding debentures balance. In August 2002, the SBA notified the SBIC that all debentures, accrued interest and fees were immediately due and payable. The SBIC was transferred into the Liquidation Office of the SBA at that time. On September 1, 2003, management signed a loan agreement with the SBA for $8,100,000 (after paying $1,400,000 on the $9,500,000 debentures) with a term of 48 months at an interest rate of 7.49%. The Agreement requires principal payments on the debt to the extent the SBIC receives cash proceeds exceeding $250,000 for the sale or liquidation of investments. As of September 30, 2005, $7,426,919 is outstanding under the loan agreement, which is secured by substantially all assets of the SBIC. The loan agreement contains various covenants, including limits on the amounts of expenses, other than interest expense, that can be incurred and paid. The loan agreement also contains various events of default, including a decrease in the aggregate value of the SBIC's assets of 10% or greater. 11 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 September 30 Nine Months Ending September 30 2005 2004 2005 2004 ---- ---- ---- ---- Portfolio investments $ 47,201 $ 62,965 $ 148,358 $ 203,302 Money market 856 711 2,422 2,185 ----------- ----------- ----------- ----------- Interest income $ 48,057 $ 63,676 $ 150,780 $ 205,487 =========== =========== =========== =========== Dividend income $ 8,333 $ -- $ 70,476 $ 41,604 =========== =========== =========== =========== Changes in interest earned on portfolio investments reflect the level of investment in interest earning debt securities and loans. Money market interest is earned on investments in highly liquid money market savings funds. Dividend income reflects dividends earned on preferred stock investments. Management fees, calculated as 2.5% of the combined temporary investment in money market securities and loans and investments balances, were $158,690 for the first nine months of 2005 and $169,543 the same period a year ago. These fees are currently accrued as payable to the Trust Advisor but are not paid, in accordance with the loan agreement with the SBA. Professional fees were $27,175 for the first nine months of 2005 compared to $62,718 for 2004 and include legal, accounting, and other professional fees. The decrease is due primarily to the accrual of fees in 2004, which were paid by Berthel Fisher & Company Planning, Inc. (Trust Advisor), for an independent investment banking firm to assist in the process of liquidating the SBIC's portfolio. Other general and administrative expenses were $35,662 for the first nine months of 2005 compared to $33,273 for 2004. Interest expense was $416,064 for the first nine months of 2005 and $432,139 for the same period of 2004 and is interest on the note payable to the SBA. The Trust continues to have a deficiency in net assets, as well as net investment losses. In addition, the SBIC is in violation of the maximum capital impairment percentage permitted by the SBA. In August, 2002, the SBA notified the SBIC that all debentures, accrued interest and fees were immediately due and payable. The SBIC was transferred into the Liquidation Office of the SBA at that time. On September 1, 2003, management signed a loan agreement with the SBA for $8,100,000 (after paying $1,400,000 on the $9,500,000 debentures) with a term of 48 months at an interest rate of 7.49%. The loan is secured by substantially all assets of the SBIC. The loan agreement contains various covenants including establishment of a reserve account in the amount of $250,000 with excess cash paid to the SBA, limits on the amounts of expenses, other than interest expense, that can be incurred and paid. The loan agreement also contains various events of default, including a decrease in the aggregate value of the SBIC's assets of 10% or greater. As of September 30, 2005, total assets and liabilities of the Trust are $8,520,483 and $14,488,007, respectively. These factors raise substantial doubt about the ability of the Trust to continue as a going concern. No assurance can be given that the Trust will have sufficient cash flow to repay the debt or that the Trust will be financially viable. 12 The change in unrealized and realized gains and losses is summarized in the following table: Three Months Ending September 30 Nine Months Ending September 30 2005 2004 2005 2004 ---- ---- ---- ---- EDmin.com $ -0- $ -0- $ -0- $ 23,401 Media Sciences International 162,702 56,752 272,853 651,728 ------------- ------------- ------------- ------------- Unrealized gain (loss) $ 162,702 $ 56,752 $ 272,853 $ 675,129 ============= ============= ============= ============= Media Sciences International $ -0- $ -0- $ 79,211 $ -0- ------------- ------------- ------------- ------------- Realized gain $ -0- $ -0- $ 79,211 $ -0- ============= ============= ============= ============= The change in the unrealized gains and losses are the result of carrying the Trust's portfolio of loans and investments at fair value. The fair value of the loans and investments are approved by the Independent Trustees, and in the case of the SBIC, are in accordance with SBA regulations. The Trust recognizes realized gains and losses when investments have been either sold or written off as deemed to be worthless. Securities that are traded publicly are valued at the market price less any appropriate discount for reasons of liquidity or restrictions. During the second quarter of 2004, management decreased the liquidity discount taken on Media Sciences International. Management decreased this discount from 20% to 10% due to the fact that the shares owned by the SBIC were included in a registration statement filed by Media Sciences. Liquidity and Capital Resources The Trust continues to have a deficiency in net assets, as well as net investment losses. In addition, the SBIC is in violation of the maximum capital impairment percentage permitted by the SBA. In August, 2002, the SBA notified the SBIC that all debentures, accrued interest and fees were immediately due and payable. The SBIC was transferred into the Liquidation Office of the SBA at that time. On September 1, 2003, management signed a loan agreement with the SBA for $8,100,000 (after paying $1,400,000 on the $9,500,000 debentures) with a term of 48 months at an interest rate of 7.49%. The loan is secured by substantially all assets of the SBIC. The loan agreement contains various covenants including establishment of a reserve account in the amount of $250,000 with excess cash paid to the SBA, limits on the amounts of expenses, other than interest expense, that can be incurred and paid. The loan agreement also contains various events of default, including a decrease in the aggregate value of the SBIC's assets of 10% or greater. The loan agreement with the SBA is due as follows: Maturity Date Amount ------------- ------ September 1, 2007 $7,426,919 As of September 30, 2005, total assets and liabilities of the Trust are $8,520,483 and $14,488,007, respectively. These factors raise substantial doubt about the ability of the Trust to continue as a going concern. No assurance can be given that the Trust will have sufficient cash flow to repay the debt or that the Trust will be financially viable. Item 3. Quantitative and Qualitative Disclosures About Market Risk ---------------------------------------------------------- The Trust's investment objective is capital appreciation and current income 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. 13 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, 2005, 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, 2005, the amount at risk was $8,165,830 and consisted of the following: Cost Valuation Debt securities and loans $ 2,592,637 $ 1,224,659 Preferred stocks 1,139,479 1,139,479 Common stocks 2,879,451 3,258,123 Warrants and options to purchase common stock 259,058 2,543,569 ------------- ------------- Total loans and investments $ 6,870,625 $ 8,165,830 ============= ============= On September 1, 2003, the SBIC signed a loan agreement with the SBA. This debt is carried on the balance sheet at its principal amount of $7,426,919 as of September 30, 2005, which represents the fair value of the loan to the SBA. Item 4. Controls and Procedures ----------------------- Evaluation of Disclosure Controls and Procedures An evaluation was performed under the supervision and with the participation of the Trust's management, including the Chief Executive Officer (CEO) and Chief Financial Officer (CFO), of the effectiveness of our disclosure controls and procedures. Based on that evaluation, the CEO and CFO concluded that as of the end of the period covered by this report, our disclosure controls and procedures are effective to provide reasonable assurance that information required to be disclosed by us in reports that we file or submit under the Securities Exchange of 1934 is recorded, processed, summarized, and timely reported as provided in the SEC's rules and forms. Changes in Internal Controls No changes occurred since the quarter ended June 30, 2005 in our internal controls over financial reporting that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. 14 PART II OTHER INFORMATION Item 6. Exhibits -------- Exhibit 31.1 Certification of Chief Executive Officer Exhibit 31.2 Certification of Chief Financial Officer Exhibit 32.1 Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350 Exhibit 32.2 Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350 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 8, 2005 /s/ Ronald O. Brendengen ---------------- ----------------------------------- Ronald O. Brendengen, Chief Financial Officer & Treasurer Date: November 8, 2005 /s/ Daniel P. Wegmann ---------------- ----------------------------------- Daniel P. Wegmann, Controller 15