<PAGE> 1
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, 1999
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 0-19770
IEA INCOME FUND XI, L.P.
(Exact name of registrant as specified in its charter)
California 94-3122430
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
444 Market Street, 15th Floor, San Francisco, California 94111
(Address of principal executive offices) (Zip Code)
(415) 677-8990
(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 [ ].
<PAGE> 2
IEA INCOME FUND XI, L.P.
REPORT ON FORM 10-Q FOR THE QUARTERLY PERIOD
ENDED MARCH 31, 1999
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
Balance Sheets - March 31, 1999 (unaudited) and December 31, 1998 4
Statements of Operations for the three months ended March 31, 1999 and 1998
(unaudited) 5
Statements of Cash Flows for the three months ended March 31, 1999 and 1998
(unaudited) 6
Notes to Financial Statements (unaudited) 7
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 9
Item 3. Quantitative and Qualitative Disclosures About Market Risk 12
PART II - OTHER INFORMATION
Item 1. Legal Proceedings 13
Item 3. Defaults Upon Senior Securities 13
Item 5. Other Information 13
Item 6. Exhibits and Reports on Form 8-K 15
</TABLE>
2
<PAGE> 3
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
Presented herein are the Registrant's balance sheets as of March 31,
1999 and December 31, 1998, statements of operations for the three
months ended March 31, 1999 and 1998, and statements of cash flows for
the three months ended March 31, 1999 and 1998.
3
<PAGE> 4
IEA INCOME FUND XI, L.P.
BALANCE SHEETS
(UNAUDITED)
<TABLE>
<CAPTION>
March 31, December 31,
1999 1998
------------ ------------
<S> <C> <C>
Assets
Current assets:
Cash and cash equivalents, includes $1,610,339 at March 31, 1999
and $1,506,063 at December 31, 1998 in interest-bearing accounts $ 1,610,439 $ 1,506,163
Net lease receivables due from Leasing Company
(notes 1 and 2) 468,497 499,399
------------ ------------
Total current assets 2,078,936 2,005,562
------------ ------------
Container rental equipment, at cost 34,223,544 34,982,063
Less accumulated depreciation 15,007,739 14,838,118
------------ ------------
Net container rental equipment 19,215,805 20,143,945
------------ ------------
$ 21,294,741 $ 22,149,507
============ ============
Liabilities and Partners' Capital
Current liabilities:
Accrued expenses $ 75,000 $ 75,000
------------ ------------
Total current liabilities 75,000 75,000
------------ ------------
Partners' capital (deficit):
General partner (57,973) (49,424)
Limited partners 21,277,714 22,123,931
------------ ------------
Total partners' capital 21,219,741 22,074,507
------------ ------------
$ 21,294,741 $ 22,149,507
============ ============
</TABLE>
The accompanying notes are an integral part of these financial statements.
4
<PAGE> 5
IEA INCOME FUND XI, L.P.
STATEMENTS OF OPERATIONS
(UNAUDITED)
<TABLE>
<CAPTION>
Three Months Ended
-------------------------
March 31, March 31,
1999 1998
--------- ---------
<S> <C> <C>
Net lease revenue (notes 1 and 3) $ 597,360 $ 815,523
Other operating expenses:
Depreciation 504,209 521,622
Other general and administrative expenses 23,035 19,273
--------- ---------
527,244 540,895
--------- ---------
Earnings from operations 70,116 274,628
Other income (loss):
Interest income 16,081 18,410
Net gain (loss) on disposal of equipment (206,486) 8,020
--------- ---------
(190,405) 26,430
--------- ---------
Net earnings (loss) $(120,289) $ 301,058
========= =========
Allocation of net earnings (loss):
General partner $ 25,995 $ 43,578
Limited partners (146,284) 257,480
--------- ---------
$(120,289) $ 301,058
========= =========
Limited partners' per unit share of net earnings (loss) $ (0.07) $ 0.13
========= =========
</TABLE>
The accompanying notes are an integral part of these financial statements.
5
<PAGE> 6
IEA INCOME FUND XI, L.P.
STATEMENTS OF CASH FLOWS
(UNAUDITED)
<TABLE>
<CAPTION>
Three Months Ended
-----------------------------
March 31, March 31,
1999 1998
----------- -----------
<S> <C> <C>
Net cash provided by operating activities $ 634,872 $ 663,540
Cash flows provided by investing activities:
Proceeds from disposal of equipment 203,880 114,882
Cash flows used in financing activities:
Distribution to partners (734,476) (815,712)
----------- -----------
Net increase (decrease) in cash and cash equivalents 104,276 (37,290)
Cash and cash equivalents at January 1 1,506,163 1,394,672
----------- -----------
Cash and cash equivalents at March 31 $ 1,610,439 $ 1,357,382
=========== ===========
</TABLE>
The accompanying notes are an integral part of these financial statements.
6
<PAGE> 7
IEA INCOME FUND XI, L.P.
NOTES TO UNAUDITED FINANCIAL STATEMENTS
(1) Summary of Significant Accounting Policies
(a) Nature of Operations
IEA Income Fund XI, L.P. (the "Partnership") is a limited partnership
organized under the laws of the State of California on July 30, 1990
for the purpose of owning and leasing marine cargo containers worldwide
to ocean carriers. To this extent, the Partnership's operations are
subject to the fluctuations of world economic and political conditions.
Such factors may affect the pattern and levels of world trade. The
Partnership believes that the profitability of, and risks associated
with, leases to foreign customers is generally the same as those of
leases to domestic customers. The Partnership's leases generally
require all payments to be made in United States currency.
Cronos Capital Corp. ("CCC") is the general partner and, with its
affiliate Cronos Containers Limited (the "Leasing Company"), manages
the business of the Partnership. The Partnership shall continue until
December 31, 2010, unless sooner terminated upon the occurrence of
certain events.
The Partnership commenced operations on January 31, 1991, when the
minimum subscription proceeds of $1,000,000 were obtained. The
Partnership offered 2,000,000 units of limited partnership interest at
$20 per unit, or $40,000,000. The offering terminated on November 30,
1991, at which time 1,999,812 limited partnership units had been
purchased.
(b) Leasing Company and Leasing Agent Agreement
The Partnership has entered into a Leasing Agent Agreement whereby the
Leasing Company has the responsibility to manage the leasing operations
of all equipment owned by the Partnership. Pursuant to the Agreement,
the Leasing Company is responsible for leasing, managing and re-leasing
the Partnership's containers to ocean carriers and has full discretion
over which ocean carriers and suppliers of goods and services it may
deal with. The Leasing Agent Agreement permits the Leasing Company to
use the containers owned by the Partnership, together with other
containers owned or managed by the Leasing Company and its affiliates,
as part of a single fleet operated without regard to ownership. Since
the Leasing Agent Agreement meets the definition of an operating lease
in Statement of Financial Accounting Standards (SFAS) No. 13, it is
accounted for as a lease under which the Partnership is lessor and the
Leasing Company is lessee.
The Leasing Agent Agreement generally provides that the Leasing Company
will make payments to the Partnership based upon rentals collected from
ocean carriers after deducting direct operating expenses and management
fees to CCC and the Leasing Company. The Leasing Company leases
containers to ocean carriers, generally under operating leases which
are either master leases or term leases (mostly one to five years).
Master leases do not specify the exact number of containers to be
leased or the term that each container will remain on hire but allow
the ocean carrier to pick up and drop off containers at various
locations; rentals are based upon the number of containers used and the
applicable per-diem rate. Accordingly, rentals under master leases are
all variable and contingent upon the number of containers used. Most
containers are leased to ocean carriers under master leases; leasing
agreements with fixed payment terms are not material to the financial
statements. Since there are no material minimum lease rentals, no
disclosure of minimum lease rentals is provided in these financial
statements.
(Continued)
7
<PAGE> 8
IEA INCOME FUND XI, L.P.
NOTES TO UNAUDITED FINANCIAL STATEMENTS
(c) Basis of Accounting
The Partnership utilizes the accrual method of accounting. Net lease
revenue is recorded by the Partnership in each period based upon its
leasing agent agreement with the Leasing Company. Net lease revenue is
generally dependent upon operating lease rentals from operating lease
agreements between the Leasing Company and its various lessees, less
direct operating expenses and management fees due in respect of the
containers specified in each operating lease agreement.
(d) Financial Statement Presentation
These financial statements have been prepared without audit. Certain
information and footnote disclosures normally included in financial
statements prepared in accordance with generally accepted accounting
procedures have been omitted. It is suggested that these financial
statements be read in conjunction with the financial statements and
accompanying notes in the Partnership's latest annual report on Form
10-K.
The preparation of financial statements in conformity with generally
accepted accounting principles (GAAP) requires the Partnership 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 the financial statements and the reported amounts of
revenues and expenses during the reported period. Actual results could
differ from those estimates.
The interim financial statements presented herewith reflect all
adjustments of a normal recurring nature which are, in the opinion of
management, necessary to a fair statement of the financial condition
and results of operations for the interim periods presented.
(2) Net Lease Receivables Due from Leasing Company
Net lease receivables due from the Leasing Company are determined by
deducting direct operating payables and accrued expenses, base management
fees payable, and reimbursed administrative expenses payable to CCC and its
affiliates from the rental billings payable by the Leasing Company to the
Partnership under operating leases to ocean carriers for the containers
owned by the Partnership. Net lease receivables at March 31, 1999 and
December 31, 1998 were as follows:
<TABLE>
<CAPTION>
March 31, December 31,
1999 1998
---------- ------------
<S> <C> <C>
Lease receivables, net of doubtful accounts of $110,906 at
March 31, 1999 and $134,182 at December 31, 1998 $1,110,240 $1,124,544
Less:
Direct operating payables and accrued expenses 379,020 354,547
Damage protection reserve 146,495 142,346
Base management fees 98,126 108,788
Reimbursed administrative expenses 18,102 19,464
---------- ----------
$ 468,497 $ 499,399
========== ==========
</TABLE>
(Continued)
8
<PAGE> 9
IEA INCOME FUND XI, L.P.
NOTES TO UNAUDITED FINANCIAL STATEMENTS
(3) Net Lease Revenue
Net lease revenue is determined by deducting direct operating expenses,
base management fees and reimbursed administrative expenses to CCC and its
affiliates from the rental revenue billed by the Leasing Company under
operating leases to ocean carriers for the containers owned by the
Partnership. Net lease revenue for the three-month periods ended March 31,
1999 and 1998 was as follows:
<TABLE>
<CAPTION>
Three Months Ended
--------------------------
March 31, March 31,
1999 1998
---------- ----------
<S> <C> <C>
Rental revenue (note 4) $1,031,888 $1,253,370
Less:
Rental equipment operating expenses 307,215 262,384
Base management fees 69,755 86,013
Reimbursed administrative expenses 57,558 89,450
---------- ----------
$ 597,360 $ 815,523
========== ==========
</TABLE>
(4) Operating Segment
The Financial Accounting Standards Board has issued SFAS No. 131,
"Disclosures about Segments of an Enterprise and Related Information",
which changes the way public business enterprises report financial and
descriptive information about reportable operating segments. An operating
segment is a component of an enterprise that engages in business activities
from which it may earn revenues and incur expenses, whose operating results
are regularly reviewed by the enterprise's chief operating decision maker
to make decisions about resources to be allocated to the segment and assess
its performance, and about which separate financial information is
available. Management operates the Partnership's container fleet as a
homogenous unit and has determined, after considering the requirements of
SFAS No. 131, that as such it has a single reportable operating segment.
The Partnership derives its revenues from owning and leasing marine cargo
containers. As of March 31, 1999, the Partnership operated 5,902
twenty-foot, 3,049 forty-foot and 184 forty-foot high-cube marine dry cargo
containers, as well as 100 twenty-foot and 50 forty-foot marine
refrigerated cargo containers. A summary of gross lease revenue, by
product, for the three-month periods ended March 31, 1999 and 1998 follows:
<TABLE>
<CAPTION>
1999 1998
---------- ----------
<S> <C> <C>
Dry cargo containers $ 933,120 $1,140,536
Refrigerated containers 98,768 112,834
---------- ----------
Total $1,031,888 $1,253,370
========== ==========
</TABLE>
Due to the Partnership's lack of information regarding the physical
location of its fleet of containers when on lease in the global shipping
trade, it is impracticable to provide the geographic area information
required by SFAS No. 131. Any attempt to separate "foreign" operations from
"domestic" operations would be dependent on definitions and assumptions
that are so subjective as to render the information meaningless and
potentially misleading.
9
<PAGE> 10
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations
It is suggested that the following discussion be read in conjunction with the
Registrant's most recent annual report on Form 10-K.
1) Material changes in financial condition between March 31, 1999 and December
31, 1998.
At March 31, 1999, the Registrant had $1,610,439 in cash and cash
equivalents, an increase of $104,276 from the cash balances at December 31,
1998.
Net lease receivables at March 31, 1999 decreased 6% when compared to
December 31, 1998. Contributing to this change was an increase in direct
operating payables and accrued expenses, a component of net lease
receivables. Direct operating payables and accrued expenses increased 7%
from December 31, 1998 due to the increase in costs associated with lower
utilization levels, including handling, storage and repositioning.
The Registrant's cash distribution from operations for the first quarter of
1999 was 6.50% (annualized) of the limited partners' original capital
contributions, unchanged from the fourth quarter of 1998. These
distributions are directly related to the Registrant's results from
operations and may fluctuate accordingly. The cash distribution from sales
proceeds for the first quarter of 1999 was .50% (annualized) of the limited
partners' original capital contribution, unchanged from the fourth quarter
of 1998. Sales proceeds distributed to its partners may fluctuate in
subsequent periods, reflecting the level of container disposals.
Growth in intra-Asian trade and improving lease-out activity in some key
locations have expanded the requirement for leased containers in selected
locations. As a result of these slowly improving trends, trade volumes in
several markets are rebounding and utilization of the Registrant's
equipment has been recently improving. However, per-diem rental rates
remain unchanged and container imbalances are expected to continue for the
remainder of 1999. In light of the encouraging signs mentioned above, the
Registrant will selectively increase its repositioning of available
equipment to higher demand locations when it believes that the impact will
have a positive effect on operations.
2) Material changes in the results of operations between the three-month
period ended March 31, 1999 and the three-month period ended March 31,
1998.
Net lease revenue for the three-month period ended March 31, 1999 was
$597,360, a decrease of approximately 27% from the same period in the prior
year. Gross rental revenue (a component of net lease revenue) for the
three-month period ended March 31, 1999 was $1,031,888, reflecting a
decline of 18% from the same period in the prior year. Gross lease revenue
was primarily impacted by lower per-diem rental rates and utilization
levels. Average dry cargo container per-diem rental rates for the
three-month period ended March 31, 1999 declined 5% when compared to the
same period in the prior year. Average refrigerated container per-diem
rental rates for the three-month period ended March 31, 1999 declined 3%
when compared to the same period in the prior year.
10
<PAGE> 11
The Registrant's average fleet size and utilization rates for the
three-month periods ended March 31, 1999 and March 31, 1998 were as
follows:
<TABLE>
<CAPTION>
Three Months Ended
--------- ---------
March 31, March 31,
1999 1998
--------- ---------
<S> <C> <C>
Average fleet size (measured in twenty-foot
equivalent units (TEU))
Dry cargo containers 12,520 12,982
Refrigerated containers 200 200
Average Utilization
Dry cargo containers 69% 78%
Refrigerated containers 65% 83%
</TABLE>
Rental equipment operating expenses were 30% of the Registrant's gross
lease revenue during the three-month period ended March 31, 1999, as
compared to 21% during the three-month period ended March 31, 1998. This
increase was largely attributable to an increase in costs associated with
lower utilization levels, including handling and storage. The Registrant's
operating results contributed to a decline in base management fees when
compared to the same period in the prior year.
The Registrant disposed of 89 twenty-foot, 104 forty-foot and six
forty-foot high-cube marine dry cargo containers during the first quarter
of 1999, as compared to 28 twenty-foot and 14 forty-foot marine dry cargo
containers during the same period in the prior year. The decision to repair
or dispose of a container is made when it is returned by a lessee. This
decision is influenced by various factors including the age, condition,
suitability for continued leasing, as well as the geographical location of
the container when disposed. These factors also influence the amount of
sales proceeds received and the related gain on container disposals.
Year 2000
The Registrant relies upon the financial and operational systems provided
by the Leasing Company and its affiliates, as well as the systems provided
by other independent third parties to service the three primary areas of
its business: investor processing/maintenance; container leasing/asset
tracking; and accounting finance. The Registrant has received confirmation
from its third-party investor processing/maintenance vendor that their
system is Year 2000 compliant. The Registrant does not expect a material
increase in its vendor servicing fee to reimburse Year 2000 costs.
Container leasing/asset tracking and accounting/finance services are
provided to the Registrant by CCC and its affiliate, the Leasing Company,
pursuant to the respective Limited Partnership Agreement and Leasing Agent
Agreement. CCC and the Leasing Company have initiated a program to prepare
their systems and applications for the Year 2000. Preliminary studies
indicate that testing, conversion and upgrading of system applications is
expected to cost CCC and the Leasing Company less than $500,000. Pursuant
to the Limited Partnership Agreement, CCC or the Leasing Company, may not
seek reimbursement of data processing costs associated with the Year 2000
program. The financial impact of making these required system changes is
not expected to be material to the Registrant's financial position, results
of operations or cash flows.
11
<PAGE> 12
Cautionary Statement
This Quarterly Report on Form 10-Q contains statements relating to future
results of the Registrant, including certain projections and business
trends, that are "forward-looking statements" as defined in the Private
Securities Litigation Reform Act of 1995. Actual results may differ
materially from those projected as a result of certain risks and
uncertainties, including but not limited to changes in economic conditions;
trade policies; demand for and market acceptance of leased marine cargo
containers; competitive utilization and per-diem rental rate pressures; as
well as other risks and uncertainties, including but not limited to those
described above in the discussion of the marine container leasing business
under Item 2., Management's Discussion and Analysis of Financial Condition
and Results of Operations; and those detailed from time to time in the
filings of the Registrant with the Securities and Exchange Commission.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
Not applicable.
12
<PAGE> 13
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
As reported in the Registrant's Current Report on Form 8-K and
Amendment No. 1 to Current Report on Form 8-K, filed with the
Commission on February 7, 1997 and February 26, 1997, respectively,
Arthur Andersen, London, England, resigned as auditors of The Cronos
Group, (the "Parent Company"), on February 3, 1997.
The Parent Company is the indirect corporate parent of CCC, the general
partner of the Registrant. In its letter of resignation to the Parent
Company, Arthur Andersen stated that it resigned as auditors of the
Parent Company and all other entities affiliated with the Parent
Company. While its letter of resignation was not addressed to CCC,
Arthur Andersen confirmed to CCC that its resignation as auditors of
the entities referred to in its letter of resignation included its
resignation as auditors of CCC and the Registrant.
CCC does not believe, based upon the information currently available to
it, that Arthur Andersen's resignation was triggered by any concern
over the accounting policies and procedures followed by the Registrant.
Arthur Andersen's reports on the financial statements of CCC and the
Registrant, for years preceding 1996, had not contained an adverse
opinion or a disclaimer of opinion, nor were any such reports qualified
or modified as to uncertainty, audit scope, or accounting principles.
During the Registrant's fiscal year ended December 31, 1995 and the
subsequent interim period preceding Arthur Andersen's resignation,
there were no disagreements between CCC or the Registrant and Arthur
Andersen on any matter of accounting principles or practices, financial
statement disclosure, or auditing scope or procedure.
In connection with its resignation, Arthur Andersen also prepared a
report pursuant to the provisions of Section 10A(b)(2) of the
Securities Exchange Act of 1934, as amended, for filing by the Parent
Company with the Securities and Exchange Commission (the "SEC").
Following the report of Arthur Andersen, the SEC, on February 10, 1997,
commenced a private investigation of the Parent Company for the purpose
of investigating the matters discussed in such report and related
matters. The Registrant does not believe that the focus of the SEC's
investigation is upon the Registrant or CCC. CCC is unable to predict
the outcome of the SEC's ongoing private investigation of the Parent
Company.
Item 3. Defaults Upon Senior Securities
See Item 5. Other Information.
Item 5. Other Information
In 1993, the Parent Company negotiated a credit facility (hereinafter,
the "Credit Facility") with several banks for the use by the Parent
Company and its subsidiaries, including CCC. At December 31, 1996,
approximately $73,500,000 in principal indebtedness was outstanding
under the Credit Facility. As a party to the Credit Facility, CCC is
jointly and severally liable for the repayment of all principal and
interest owed under the Credit Facility. The obligations of CCC, and
the five other subsidiaries of the Parent Company that are borrowers
under the Credit Facility, are guaranteed by the Parent Company.
13
<PAGE> 14
Following negotiations in 1997 with the banks providing the Credit
Facility, an Amended and Restated Credit Agreement was executed in June
1997, subject to various actions being taken by the Parent Company and
its subsidiaries, primarily relating to the provision of additional
collateral. This Agreement was further amended in July 1997 and the
provisions of the Agreement and its Amendment converted the facility to
a term loan, payable in installments, with a final maturity date of May
31, 1998. The terms of the Agreement and its Amendment also provided
for additional security over shares in the subsidiary of the Parent
Company that owns the head office of the Parent Company's container
leasing operations. They also provided for the loans to the former
Chairman of $5,900,000 and $3,700,000 to be restructured as obligations
of the former Chairman to another subsidiary of the Parent Company (not
CCC), together with the pledge to this subsidiary company of 2,030,303
Common Shares beneficially owned by him in the Parent Company as
security for these loans. They further provided for the assignment of
these loans to the lending banks, together with the pledge of 1,000,000
shares and the assignment of the rights of the Parent Company in
respect of the other 1,030,303 shares. Additionally, CCC granted the
lending banks a security interest in the fees to which it is entitled
for the services it renders to the container leasing partnerships of
which it acts as general partner, including its fee income payable by
the Registrant. The Parent Company did not repay the Credit Facility at
the amended maturity date of May 31, 1998.
On June 30, 1998, the Parent Company entered into a third amendment
(the "Third Amendment") to the Credit Facility. Under the Third
Amendment, the remaining principal amount of $36,800,000 was to be
amortized in varying monthly amounts commencing on July 31, 1998 with
$26,950,000 due on September 30, 1998 and a final maturity date of
January 8, 1999. The Parent Company did not repay the amounts due on
September 30, 1998 and January 8, 1999. The balance outstanding on the
Credit Facility at December 31, 1998 was $33,110,000.
In March 1999, the Parent Company agreed to a fourth amendment (the
"Fourth Amendment") to the Bank Facility under which the final maturity
date will be September 1999. The Fourth Amendment became effective as
of March 31, 1999 subject to the satisfaction thereafter of various
conditions, including the delivery of the Parent Company's audited
financial statements for 1998, together with various legal opinions and
other loan documentation by April 15, 1999. This date was extended to
April 30, 1999. The Parent Company furnished the required legal
opinions and other loan documentation and are now under review.
The directors of the Parent Company also are pursuing alternative
sources of financing to meet the amended repayment obligations
anticipated under the Fourth Amendment. Failure to meet revised lending
terms would constitute an event of default with the lenders. The
declaration of an event of default would result in further defaults
with other lenders under loan agreement cross-default provisions.
Should a default of the term loans be enforced, the Parent Company and
CCC may be unable to continue as going concerns.
The Registrant is not a borrower under the Credit Facility, and neither
the containers nor the other assets of the Registrant have been pledged
as collateral under the Credit Facility.
CCC is unable to determine the impact, if any, these issues may have on
the future operating results, financial condition and cash flows of the
Registrant or CCC and on the Leasing Company's ability to manage the
Registrant's fleet in subsequent periods.
14
<PAGE> 15
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
<TABLE>
<CAPTION>
Exhibit
No. Description Method of Filing
--------- ---------------------------------------------------- ------------------
<S> <C> <C>
3(a) Limited Partnership Agreement of the Registrant, *
amended and restated as of December 14, 1990
3(b) Certificate of Limited Partnership of the Registrant **
10(a) Form of Leasing Agent Agreement with LPI Leasing ***
Partners International N.V.
10(b) Assignment of Leasing Agent Agreement dated ****
January 1, 1992 between the Registrant, CCC
(formerly Intermodal Equipment Associates),
Cronos Containers N.V. (formerly LPI Leasing
Partners International N.V.) and Cronos
Containers Limited
27 Financial Data Schedule Filed with this document
</TABLE>
(b) Report on Form 8-K
No reports on Form 8-K were filed by the Registrant during the quarter
ended March 31, 1999.
- ----------
* Incorporated by reference to Exhibit "A" to the Prospectus of the
Registrant dated December 14, 1990, included as part of Registration
Statement on Form S-1 (No.
33-36701)
** Incorporated by reference to Exhibit 3.2 to the Registration Statement
on Form S-1 (No. 33-36701)
*** Incorporated by reference to Exhibit 10.2 to the Registration Statement
on Form S-1 (No. 33-36701)
**** Incorporated by reference to Exhibit 10(b) to the Report on Form 10-K
for the fiscal year ended December 31, 1997.
15
<PAGE> 16
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.
IEA INCOME FUND XI, L.P.
By Cronos Capital Corp.
The General Partner
By /s/ Dennis J. Tietz
-----------------------------------
Dennis J. Tietz
President and Director of Cronos
Capital Corp. ("CCC") Principal
Executive Officer of CCC
Date: May 15, 1999
16
<PAGE> 17
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit
No. Description Method of Filing
--------- ---------------------------------------------------- ------------------
<S> <C> <C>
3(a) Limited Partnership Agreement of the Registrant, *
amended and restated as of December 14, 1990
3(b) Certificate of Limited Partnership of the Registrant **
10(a) Form of Leasing Agent Agreement with LPI Leasing ***
Partners International N.V.
10(b) Assignment of Leasing Agent Agreement dated ****
January 1, 1992 between the Registrant, CCC
(formerly Intermodal Equipment Associates),
Cronos Containers N.V. (formerly LPI Leasing
Partners International N.V.) and Cronos
Containers Limited
27 Financial Data Schedule Filed with this document
</TABLE>
- ----------
* Incorporated by reference to Exhibit "A" to the Prospectus of the
Registrant dated December 14, 1990, included as part of Registration
Statement on Form S-1 (No. 33-36701)
** Incorporated by reference to Exhibit 3.2 to the Registration Statement
on Form S-1 (No. 33-36701)
*** Incorporated by reference to Exhibit 10.2 to the Registration Statement
on Form S-1 (No. 33-36701)
**** Incorporated by reference to Exhibit 10(b) to the Report on Form 10-K
for the fiscal year ended December 31, 1997.
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE BALANCE
SHEET AT MARCH 31, 1999 (UNAUDITED) AND THE STATEMENT OF OPERATIONS FOR THE
QUARTERLY PERIOD ENDED MARCH 31, 1999 (UNAUDITED) AND IS QUALIFIED IN ITS
ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS INCLUDED AS PART OF ITS
QUARTERLY REPORT ON FORM 10-Q FOR THE PERIOD MARCH 31, 1999
</LEGEND>
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> JAN-01-1999
<PERIOD-END> MAR-31-1999
<CASH> 1,610,439
<SECURITIES> 0
<RECEIVABLES> 468,497
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 2,078,936
<PP&E> 34,223,544
<DEPRECIATION> 15,007,739
<TOTAL-ASSETS> 21,294,741
<CURRENT-LIABILITIES> 75,000
<BONDS> 0
0
0
<COMMON> 0
<OTHER-SE> 21,219,741
<TOTAL-LIABILITY-AND-EQUITY> 21,294,741
<SALES> 0
<TOTAL-REVENUES> 597,360
<CGS> 0
<TOTAL-COSTS> 527,244
<OTHER-EXPENSES> 0
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<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (120,289)
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
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