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 quarterly period ended March 31, 2006
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
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(Exact name of Registrant as specified in its charter)
DELAWARE 52-1915821
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(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
701 Tama Street, Marion, Iowa 52302
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(Address of principal executive offices) (Zip Code)
(319) 447-5700
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(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 the registrant is a large accelerated filer, an
accelerated filer, or a non-accelerated filer. See definition of "accelerated
filer and large accelerated filer" in Rule 12b-2 of the Exchange Act.
(Check one):
Large accelerated filer [ ] Accelerated filer [ ] Non-accelerated filer [X]
Indicate by check mark whether registrant is a shell company (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 April 7, 2006
1
BERTHEL GROWTH & INCOME TRUST I
INDEX
Part I. FINANCIAL INFORMATION PAGE
- ------------------------------ ----
Item 1. Financial Statements (unaudited)
Consolidated Statements of Assets and Liabilities -
March 31, 2006 and December 31, 2005 3
Consolidated Statements of Operations -
three months ended March 31, 2006 and 2005 4
Consolidated Statements of Changes in Net Liabilities -
three months ended March 31, 2006 and 2005 5
Consolidated Statements of Cash Flows -
three months ended March 31, 2006 and 2005 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 12
Item 4. Controls and Procedures 13
Part II. OTHER INFORMATION
Item 1A. Risk Factors 14
Item 6. Exhibits 14
Signatures 14
2
BERTHEL GROWTH & INCOME TRUST I
CONSOLIDATED STATEMENTS OF ASSETS AND LIABILITIES (UNAUDITED)
March 31, December 31,
2006 2005
------------ ------------
ASSETS
Loans and investments (Note B) $ 6,906,654 $ 7,610,581
Cash and cash equivalents 434,039 336,447
Interest and dividends receivable 6,338 7,338
Other assets 25,894 --
------------ ------------
TOTAL ASSETS $ 7,372,925 $ 7,954,366
============ ============
LIABILITIES AND NET ASSETS (LIABILITIES)
Accounts payable and other accrued expenses $ 83,034 $ 110,169
Due to affiliate 766,808 680,316
Distributions payable to shareholders 6,721,821 6,513,888
Notes payable (Note C) 5,122,326 6,075,209
------------ ------------
TOTAL LIABILITIES 12,693,989 13,379,582
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COMMITMENTS AND CONTINGENCIES
NET ASSETS (LIABILITIES), equivalent to ($504.80)
per share at March 31, 2006 and ($514.68) per
share at December 31, 2005:
Shares of beneficial interest (25,000 shares authorized;
10,541 shares issued and outstanding) (2,999,565) (2,632,677)
Accumulated net realized losses (4,236,622) (4,759,506)
Accumulated net unrealized gains 1,915,123 1,966,967
------------ ------------
TOTAL NET ASSETS (LIABILITIES) (5,321,064) (5,425,216)
------------ ------------
TOTAL LIABILITIES AND NET ASSETS (LIABILITIES) $ 7,372,925 $ 7,954,366
============ ============
See notes to consolidated financial statements.
3
BERTHEL GROWTH & INCOME TRUST I
CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
Three Months Ended
March 31, March 31,
2006 2005
--------- ---------
REVENUES:
Interest income $ 18,313 $ 51,541
Dividend income 4,167 30,819
Application, closing, and other fees 500 833
--------- ---------
Total revenues 22,980 83,193
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EXPENSES:
Management fees 49,574 52,022
Administrative services 1,181 1,184
Trustee fees 6,000 6,000
Professional fees 11,659 8,614
Interest expense 102,118 137,164
Other general and administrative expenses 11,403 11,439
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Total expenses 181,935 216,423
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Net investment loss (158,955) (133,230)
Unrealized gain (loss) on investments (51,844) 376,153
Realized gain on investments 522,884 79,211
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Net increase in net assets $ 312,085 $ 322,134
========= =========
Per beneficial share amounts:
Net increase in net assets $ 29.61 $ 30.56
========= =========
Weighted average shares 10,541 10,541
========= =========
See notes to consolidated financial statements.
4
BERTHEL GROWTH & INCOME TRUST I
CONSOLIDATED STATEMENTS OF CHANGES IN NET LIABILITIES
(UNAUDITED)
Three Months Ended Three Months Ended
March 31, 2006 March 31, 2005
-------------- --------------
Shares of Shares of
Beneficial Beneficial
Interest Amount Interest Amount
----------- ----------- ----------- -----------
Net investment loss -- $ (158,955) -- $ (133,230)
Unrealized gain (loss) on investments -- (51,844) -- 376,153
Realized gain on investments -- 522,884 -- 79,211
Distributions payable to shareholders -- (207,933) -- (207,932)
Net liabilities at beginning of period 10,541 (5,425,216) 10,541 (5,252,382)
----------- ----------- ----------- -----------
Net liabilities at end of period 10,541 $(5,321,064) 10,541 $(5,138,180)
=========== =========== =========== ===========
See notes to consolidated financial statements.
5
BERTHEL GROWTH & INCOME TRUST I
CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
Three Months Ended March 31
2006 2005
----------- -----------
OPERATING ACTIVITIES:
Net increase in net assets $ 312,085 $ 322,134
Adjustments to reconcile change in net assets
to net cash flows from operating activities:
Accretion of discount on debt securities (267) (5,266)
Unrealized loss (gain) on investments 51,844 (376,153)
Realized gain on investments (522,884) (79,211)
Changes in operating assets and liabilities
Loans and investments 1,175,234 111,562
Interest and dividends receivable 1,000 17,102
Other assets (25,894) (721)
Accrued interest payable -- (33,836)
Accounts payable and other accrued expenses (27,135) (25,549)
Due to affiliate 86,492 63,365
Deferred income -- (833)
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Net cash flows from operating activities 1,050,475 (7,406)
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FINANCING ACTIVITIES:
Payment of debentures (952,883) --
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Net cash flows from operating activities (952,883) --
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NET INCREASE (DECREASE) IN CASH 97,592 (7,406)
CASH AT BEGINNING OF PERIOD 336,447 259,533
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CASH AT END OF PERIOD $ 434,039 $ 252,127
=========== ===========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid for interest $ 102,118 $ 171,000
Noncash financing activities:
Distributions payable to shareholders 207,933 207,932
See notes to consolidated financial statements.
6
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, 2005. 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, 2006 are
not necessarily indicative of the results that may be expected for the year
ended December 31, 2006.
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 March 31, 2006, $5,122,326 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 March 31, 2006, total assets and liabilities of the Trust are $7,372,925
and $12,693,989, 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.
7
NOTE B -LOANS AND INVESTMENTS
March 31, 2006 December 31, 2005
--------------------------- ---------------------------
Cost Valuation Cost Valuation
Communications and Software:
EDmin.com, Inc.
- ---------------
261,203 shares of 9%, Series A cumulative
convertible preferred stock $ 972,812 $ 972,812 $ 972,812 $ 972,812
Media Sciences International, Inc.
- ----------------------------------
209,200 and 409,200 shares of common stock
as of March 31, 2006 and December 31, 2005,
respectively 220,788 734,920 373,138 939,114
----------- -----------
Total Communications and Software (25% and 25% of total
loans and investments as of March 31, 2006 and
December 31, 2005, respectively) 1,707,732 1,911,926
----------- -----------
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 307,795 600,000 807,795 1,100,000
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 49,822 49,822 49,555 49,555
FutureMatrix Interventional, Inc. (formerly known as Futuremed)
- ---------------------------------------------------------------
Warrants to purchase 6.7% 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 CeloNova Biosciences,
Inc. (f/k/a IMED) (an affiliate of FutureMatrix
Interventional, Inc.) -- -- -- --
----------- -----------
Total Healthcare Products and Services (55% and 56% of total
loans and investments as of March 31, 2006 and
December 31, 2005, respectively) 3,782,101 4,281,834
----------- -----------
8
March 31, 2006 December 31, 2005
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Cost Valuation Cost Valuation
Manufacturing:
Childs & Albert
- ---------------
12.5% promissory note due October, 2005 800,000 400,000 800,000 400,000
Warrants to purchase 833.334 shares of common stock
at $10 per share 72,065 -- 72,065 --
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 166,666 166,666 166,666 166,666
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 (17% and 16% of total loans and investments
as of March 31, 2006 and December 31, 2005, respectively) 1,216,417 1,216,417
----------- -----------
Other Service Industries:
Kinseth Hospitality Company, Inc.
- ---------------------------------
15% note due March, 2007 200,404 200,404 200,404 200,404
----------- -----------
Total Other Service Industries (3% and 3% of total loans and
investments as of March 31, 2006 and December 31, 2005,
respectively) 200,404 200,404
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TOTAL LOANS AND INVESTMENTS $ 6,906,654 $ 7,610,581
=========== ===========
9
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 March 31, 2006, $5,122,326 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.
10
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 March 31
2006 2005
---- ----
Portfolio investments $ 17,184 $ 50,781
Money market 1,129 760
----------- -----------
Interest income $ 18,313 $ 51,541
=========== ===========
Dividend income $ 4,167 $ 30,819
=========== ===========
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 $49,574 for the
first three months of 2006 and $52,022 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 $11,659 for the first three months of 2006 compared to
$8,614 for 2005 and include legal and accounting fees. Other general and
administrative expenses were $11,403 for the first three months of 2006 compared
to $11,439 for 2005. Interest expense was $102,118 for the first three months of
2006 and $137,164 for the same period of 2005 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 March 31, 2006, total assets and liabilities of the Trust are $7,372,925
and $12,693,989, 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.
11
The change in unrealized and realized gains and losses is summarized in the
following table:
Three Months Ending March 31
2006 2005
---- ----
Media Sciences International $ (51,844) $ 376,153
------------- -------------
Unrealized gain (loss) $ (51,844) $ 376,153
============= =============
Media Sciences International $ 522,884 $ 79,211
------------- -------------
Realized gain $ 522,884 $ 79,211
============= =============
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.
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 $5,122,326
As of March 31, 2006, total assets and liabilities of the Trust are $7,372,925
and $12,693,989, 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.
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.
12
As of March 31, 2006, 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 March 31, 2006, the amount at risk was $6,906,654 and consisted
of the following:
Cost Valuation
---- ---------
Debt securities and loans $ 1,524,687 $ 1,416,892
Preferred stocks 1,139,479 1,139,479
Common stocks 2,141,156 1,878,779
Warrants to purchase common stock 186,209 2,471,504
------------- -------------
Total loans and investments $ 4,991,531 $ 6,906,654
============= =============
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 $5,122,326 as of
March 31, 2006, which approximates the fair value of the loan.
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 December 31, 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.
13
PART II
OTHER INFORMATION
Item 1A. Risk Factors
------------
Management of the Trust does not believe there have been any material changes in
the risk factors which were disclosed in the Form 10-K filed with the Securities
and Exchange Commission on March 9, 2006.
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: May 12, 2006 /s/ Ronald O. Brendengen
------------ -----------------------------------
Ronald O. Brendengen,
Chief Financial Officer &
Treasurer
Date: May 12, 2006 /s/ Daniel P. Wegmann
------------ -----------------------------------
Daniel P. Wegmann, Controller
14