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 September 30, 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 ---------------------------------------------------- (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 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 October 16, 2006 1 BERTHEL GROWTH & INCOME TRUST I INDEX Part I. FINANCIAL INFORMATION PAGE - ------------------------------ ---- Item 1. Financial Statements (unaudited) Consolidated Statements of Assets and Liabilities - September 30, 2006 and December 31, 2005 3 Consolidated Statements of Operations - three months ended September 30, 2006 and 2005 4 Consolidated Statements of Operations - nine months ended September 30, 2006 and 2005 5 Consolidated Statements of Changes in Net Liabilities - nine months ended September 30, 2006 and 2005 6 Consolidated Statements of Cash Flows - nine months ended September 30, 2006 and 2005 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 1A. Risk Factors 15 Item 6. Exhibits 15 Signatures 15 2 BERTHEL GROWTH & INCOME TRUST I CONSOLIDATED STATEMENTS OF ASSETS AND LIABILITIES (UNAUDITED) September 30, December 31, 2006 2005 ------------ ------------ ASSETS Loans and investments (Note B) $ 6,123,463 $ 7,610,581 Cash and cash equivalents 266,449 336,447 Interest and dividends receivable 5,417 7,338 Other assets 8,631 -- ------------ ------------ TOTAL ASSETS $ 6,403,960 $ 7,954,366 ============ ============ LIABILITIES AND NET ASSETS (LIABILITIES) Accounts payable and other accrued expenses $ 127,211 $ 110,169 Due to affiliate 858,291 680,316 Distributions payable to shareholders 7,144,586 6,513,888 Notes payable (Note C) 3,498,329 6,075,209 ------------ ------------ TOTAL LIABILITIES 11,628,417 13,379,582 ============ ============ COMMITMENTS AND CONTINGENCIES NET ASSETS (LIABILITIES), equivalent to ($495.63) per share at September 30, 2006 and ($514.68) per share at December 31, 2005: Shares of beneficial interest (25,000 shares authorized; 10,541 shares issued and outstanding) (3,648,043) (2,632,677) Accumulated net realized losses (3,077,405) (4,759,506) Accumulated net unrealized gains 1,500,991 1,966,967 ------------ ------------ TOTAL NET ASSETS (LIABILITIES) (5,224,457) (5,425,216) ------------ ------------ TOTAL LIABILITIES AND NET ASSETS (LIABILITIES) $ 6,403,960 $ 7,954,366 ============ ============ See notes to consolidated financial statements. 3 BERTHEL GROWTH & INCOME TRUST I CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) Three Months Ended September 30, September 30, 2006 2005 --------- --------- REVENUES: Interest income $ 35,828 $ 48,057 Dividend income 4,166 8,333 --------- --------- Total revenues 39,994 56,390 --------- --------- EXPENSES: Management fees 39,800 52,511 Administrative services 943 932 Trustee fees 6,000 6,000 Professional fees 11,225 9,125 Interest expense 66,861 140,212 Other general and administrative expenses 10,640 10,498 --------- --------- Total expenses 135,469 219,278 --------- --------- Net investment loss (95,475) (162,888) Unrealized gain on investments 100,000 162,702 --------- --------- Net increase (decrease) in net assets $ 4,525 $ (186) ========= ========= Per beneficial share amounts: Net increase (decrease) in net assets $ .43 $ (.02) ========= ========= 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, 2006 2005 ----------- ----------- REVENUES: Interest income $ 85,600 $ 150,780 Dividend income 12,500 70,476 Application, closing, and other fees 1,500 833 ----------- ----------- Total revenues 99,600 222,089 ----------- ----------- EXPENSES: Management fees 135,137 158,690 Administrative services 3,063 3,057 Trustee fees 18,000 18,000 Professional fees 36,140 27,175 Interest expense 257,649 416,064 Other general and administrative expenses 34,279 35,662 ----------- ----------- Total expenses 484,268 658,648 ----------- ----------- Net investment loss (384,668) (436,559) Unrealized (loss) gain on investments (465,976) 272,853 Realized gain on investments 1,682,101 79,211 ----------- ----------- Net increase (decrease) in net assets $ 831,457 $ (84,495) =========== =========== Per beneficial share amounts: Net increase (decrease) in net assets $ 78.88 $ (8.02) =========== =========== 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, 2006 September 30, 2005 ------------------ ------------------ Shares of Shares of Beneficial Beneficial Interest Amount Interest Amount ----------- ----------- ----------- ----------- Net investment loss -- $ (384,668) -- $ (436,559) Unrealized gain (loss) on investments -- (465,976) -- 272,853 Realized gain on investments -- 1,682,101 -- 79,211 Distributions payable to shareholders -- (630,698) -- (630,647) Net liabilities at beginning of period 10,541 (5,425,216) 10,541 (5,252,382) ----------- ----------- ----------- ----------- Net liabilities at end of period 10,541 $(5,224,457) 10,541 $(5,967,524) =========== =========== =========== =========== See notes to consolidated financial statements. 6 BERTHEL GROWTH & INCOME TRUST I CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) Nine Months Ended September 30 2006 2005 ---- ---- OPERATING ACTIVITIES: Net increase (decrease) in net assets $ 831,457 $ (84,495) Adjustments to reconcile change in net assets to net cash flows from operating activities: Accretion of discount on debt securities (445) (13,853) Unrealized loss (gain) on investments 465,976 (272,853) Realized gain on investments (1,682,101) (79,211) Changes in operating assets and liabilities Loans and investments 2,703,688 279,869 Interest and dividends receivable 1,921 23,801 Other assets (8,631) -- Accounts payable and other accrued expenses 17,042 (37,165) Due to affiliate 177,975 193,478 Deferred income -- (833) ----------- ----------- Net cash flows from operating activities 2,506,882 8,738 ----------- ----------- FINANCING ACTIVITIES: Payment of debentures (2,576,880) -- ----------- ----------- Net cash flows from operating activities (2,576,880) -- ----------- ----------- NET (DECREASE) INCREASE IN CASH (69,998) 8,738 CASH AT BEGINNING OF PERIOD 336,447 259,533 ----------- ----------- CASH AT END OF PERIOD $ 266,449 $ 268,271 =========== =========== SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: Cash paid for interest $ 236,120 $ 442,000 Noncash financing activities: Distributions payable to shareholders 630,698 630,647 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, 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 nine months ended September 30, 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 September 30, 2006, $3,498,329 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, 2006, total assets and liabilities of the Trust are $6,403,960 and $11,628,417, 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, 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. - ---------------------------------- 0 and 409,200 shares of common stock as of September 30, 2006 and December 31, 2005, respectively -- -- 373,138 939,114 ---------- ---------- Total Communications and Software (16% and 25% of total loans and investments as of September 30, 2006 and December 31, 2005, respectively) 972,812 1,911,926 ---------- ---------- Healthcare Products and Services: Physicians Total Care, Inc. - --------------------------- 8% promissory note due beginning June 30, 2008 and warrants to purchase 350,000 shares of common stock at various prices (as of December 31, 2005) 307,795 700,000 807,795 1,100,000 100,000 and 700 shares of common stock as of September 30, 2006 and December 31, 2005, respectively 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 -- -- 49,555 49,555 FutureMatrix Interventional, Inc. (formerly known as Futuremed) - --------------------------------------------------------------- 905,203 shares of common stock 102,640 2,460,000 -- -- Warrants to purchase 6.7% of the company at $.01 per share -- -- 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 (62% and 56% of total loans and investments as of September 30, 2006 and December 31, 2005, respectively) 3,832,279 4,281,834 ---------- --------- 9 September 30, 2006 December 31, 2005 ------------------ ----------------- 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 (20% and 16% of total loans and investments as of September 30, 2006 and December 31, 2005, respectively) 1,216,417 1,216,417 ---------- ---------- Other Service Industries: Kinseth Hospitality Company, Inc. - --------------------------------- 15% note due March, 2007 101,955 101,955 200,404 200,404 Total Other Service Industries (2% and 3% of total loans and investments as of September 30, 2006 and December 31, 2005, respectively) 101,955 200,404 ---------- ---------- TOTAL LOANS AND INVESTMENTS $6,123,463 $7,610,581 ========== ========== 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, 2006, $3,498,329 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 Nine Months Ending September 30 September 30 2006 2005 2006 2005 ---- ---- ---- ---- Portfolio investments $ 35,010 $ 47,201 $ 80,750 $148,358 Money market 818 856 4,850 2,422 -------- -------- -------- -------- Interest income $ 35,828 $ 48,057 $ 85,600 $150,780 ======== ======== ======== ======== Dividend income $ 4,166 $ 8,333 $ 12,500 $ 70,476 ======== ======== ======== ======== 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 $135,137 for the first nine months of 2006 and $158,690 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 $36,140 for the first nine months of 2006 compared to $27,175 for 2005 and include legal and accounting fees. Other general and administrative expenses were $34,279 for the first nine months of 2006 compared to $35,662 for 2005. Interest expense was $257,649 for the first nine months of 2006 and $416,064 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 September 30, 2006, total assets and liabilities of the Trust are $6,403,960 and $11,628,417, 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 Nine Months Ending September 30 September 30 2006 2005 2006 2005 ---- ---- ---- ---- Media Sciences International $ -- $ 162,702 $ (565,976) $ 272,853 Physicians Total Care 100,000 -- 100,000 -- ----------- ----------- ----------- ----------- Unrealized gain (loss) $ 100,000 $ 162,702 $ (465,976) $ 272,853 =========== =========== =========== =========== Media Sciences International $ -- $ -- $ 1,182,101 $ 79,211 FutureMatrix Interventional -- -- 500,000 -- ----------- ----------- ----------- ----------- Realized gain $ -- $ -- $ 1,682,101 $ 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 $3,498,329 As of September 30, 2006, total assets and liabilities of the Trust are $6,403,960 and $11,628,417, 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. 13 As of September 30, 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 September 30, 2006, the amount at risk was $6,123,463 and consisted of the following: Cost Valuation ---- --------- Debt securities and loans $ 1,376,416 $ 1,368,621 Preferred stocks 1,139,479 1,139,479 Common stocks 2,023,008 3,603,859 Warrants to purchase common stock 83,569 11,504 ----------- ----------- Total loans and investments $ 4,622,472 $ 6,123,463 =========== =========== 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 $3,498,329 as of September 30, 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 June 30, 2006 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 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: November 9, 2006 /s/ Ronald O. Brendengen ----------------------------------- Ronald O. Brendengen, Chief Financial Officer & Treasurer Date: November 9, 2006 /s/ Daniel P. Wegmann ----------------------------------- Daniel P. Wegmann, Controller 15