<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 JUNE 30, 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 JUNE 30, 1999
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
<S> <C>
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
Balance Sheets - June 30, 1999 (unaudited) and December 31, 1998 4
Statements of Operations for the three and six months ended June 30,
1999 and 1998 (unaudited) 5
Statements of Cash Flows for the six months ended June 30, 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 10
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 14
</TABLE>
2
<PAGE> 3
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
Presented herein are the Registrant's balance sheets as of June 30, 1999
and December 31, 1998, statements of operations for the three and six
months ended June 30, 1999 and 1998, and statements of cash flows for
the six months ended June 30, 1999 and 1998.
3
<PAGE> 4
IEA INCOME FUND XI, L.P.
BALANCE SHEETS
(UNAUDITED)
<TABLE>
<CAPTION>
June 30, December 31,
1999 1998
------------ ------------
<S> <C> <C>
Assets
Current assets:
Cash and cash equivalents, includes $1,690,576 at June 30, 1999 and
$1,506,063 at December 31, 1998 in interest-bearing accounts $ 1,690,676 $ 1,506,163
Net lease receivables due from Leasing Company
(notes 1 and 2) 349,553 499,399
------------ ------------
Total current assets 2,040,229 2,005,562
------------ ------------
Container rental equipment, at cost 33,803,674 34,982,063
Less accumulated depreciation 15,311,496 14,838,118
------------ ------------
Net container rental equipment 18,492,178 20,143,945
------------ ------------
$ 20,532,407 $ 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 (65,596) (49,424)
Limited partners 20,523,003 22,123,931
------------ ------------
Total partners' capital 20,457,407 22,074,507
------------ ------------
$ 20,532,407 $ 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 Six Months Ended
------------------------------- -------------------------------
June 30, June 30, June 30, June 30,
1999 1998 1999 1998
----------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
Net lease revenue (notes 1 and 3) $ 499,455 $ 741,651 $ 1,096,815 $ 1,557,174
Other operating expenses:
Depreciation 502,463 520,768 1,006,672 1,042,390
Other general and administrative expenses 16,354 16,038 39,389 35,311
----------- ----------- ----------- -----------
518,817 536,806 1,046,061 1,077,701
----------- ----------- ----------- -----------
Earnings (loss) from operations (19,362) 204,845 50,754 479,473
Other income (loss):
Interest income 18,380 18,544 34,461 36,954
Net loss on disposal of equipment (26,540) (25,519) (233,026) (17,499)
----------- ----------- ----------- -----------
(8,160) (6,975) (198,565) 19,455
----------- ----------- ----------- -----------
Net earnings (loss) $ (27,522) $ 197,870 $ (147,811) $ 498,928
=========== =========== =========== ===========
Allocation of net earnings (loss):
General partner $ 27,256 $ 26,667 $ 53,251 $ 70,245
Limited partners (54,778) 171,203 (201,062) 428,683
----------- ----------- ----------- -----------
$ (27,522) $ 197,870 $ (147,811) $ 498,928
=========== =========== ----------- ===========
Limited partners' per unit share of net earnings $ (0.03) $ 0.08 $ (0.10) $ 0.21
=========== =========== =========== ===========
</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>
Six Months Ended
-------------------------------
June 30, June 30,
1999 1998
----------- -----------
<S> <C> <C>
Net cash provided by operating activities $ 1,239,289 $ 1,454,303
Cash flows provided by investing activities:
Proceeds from disposal of equipment 414,512 215,015
Cash flows used in financing activities:
Distribution to partners (1,469,288) (1,631,424)
----------- -----------
Net increase in cash and cash equivalents 184,513 37,894
Cash and cash equivalents at January 1 1,506,163 1,394,672
----------- -----------
Cash and cash equivalents at June 30 $ 1,690,676 $ 1,432,566
=========== ===========
</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. 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.
As of June 30, 1999, the Partnership owned and operated 5,819
twenty-foot, 3,010 forty-foot and 182 forty-foot high-cube marine dry
cargo containers, as well as 100 twenty-foot and 50 forty-foot marine
refrigerated cargo containers.
(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 two 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 June 30, 1999 and
December 31, 1998 were as follows:
<TABLE>
<CAPTION>
June 30, December 31,
1999 1998
---------- ----------
<S> <C> <C>
Lease receivables, net of doubtful accounts of $120,172
at June 30, 1999 and $134,182 at December 31, 1998 $ 941,905 $1,124,544
Less:
Direct operating payables and accrued expenses 344,727 354,547
Damage protection reserve 142,450 142,346
Base management fees 89,357 108,788
Reimbursed administrative expenses 15,818 19,464
---------- ----------
$ 349,553 $ 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 and six-month periods ended
June 30, 1999 and 1998 was as follows:
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
---------------------------- ----------------------------
June 30, June 30, June 30, June 30,
1999 1998 1999 1998
---------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
Rental revenue (note 4) $ 919,650 $1,178,950 $1,951,538 $2,432,320
Less:
Rental equipment operating expenses 299,075 292,412 606,290 554,796
Base management fees 62,975 80,119 132,730 166,132
Reimbursed administrative expenses 58,145 64,768 115,703 154,218
---------- ---------- ---------- ----------
$ 499,455 $ 741,651 $1,096,815 $1,557,174
========== ========== ========== ==========
</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 June 30, 1999, the Partnership operated 5,819
twenty-foot, 3,010 forty-foot and 182 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 and six- month periods ended June 30, 1999 and 1998
was as follows:
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
---------------------------- ----------------------------
June 30, June 30, June 30, June 30,
1999 1998 1999 1998
---------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
Dry cargo containers $ 838,213 $1,089,633 $1,771,333 $2,230,169
Refrigerated containers 81,437 89,317 180,205 202,151
---------- ---------- ---------- ----------
Total $ 919,650 $1,178,950 $1,951,538 $2,432,320
========== ========== ========== ==========
</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 June 30, 1999 and December
31, 1998.
At June 30, 1999, the Registrant had $1,690,676 in cash and cash
equivalents, an increase of $184,513 from the December 31, 1998 cash
balances. Net lease receivables at June 30, 1999 decreased 30% when
compared to December 31, 1998.
The Registrant's cash distribution from operations for the second quarter
of 1999 was 6.0% (annualized) of the limited partners' original capital
contributions, a decline from the first quarter of 1999 distribution of
6.5% (annualized). These distributions are directly related to the
Registrant's results from operations and may fluctuate accordingly.
The sentiment with respect to the container industry's slump over the past
two years has turned more favorable in recent months as evidence suggests a
turnaround is underway with respect to Asia's economic crisis. In recent
months, economic reforms in Asia, as well as in Latin America, have begun
to produce gradual improvement in terms of world trade, and there are
preliminary indications that containerized trade volumes from North America
and Europe to Asia, in particular, may be stabilizing. In addition,
intra-Asian trade, which also has stagnated since the Asia financial crisis
began nearly two years ago, has shown increased activity in recent months.
These favorable signs, however, have yet to produce any significant
positive impact on the Registrant's operating performance. In spite of the
reduced redelivery of on-hire equipment by the ocean carriers, per-diem
rental rates, which declined sharply over the past two years, have
continued to soften as a result of competitive market conditions, decreased
demand and high inventories.
The Registrant continues to take advantage of its strong marketing
resources in order to seek out leasing opportunities during this period in
which seasonal factors are also influencing the increased demand. At the
same time, it has identified specific strategies intended to strengthen
on-hire volumes and enhance utilization of the container fleet. The
short-term objective is to improve utilization by offering greater leasing
incentives and actively moving surplus, off-hire equipment to higher-demand
locations. While this short-term strategy will increase repositioning
expenses, it may also minimize those expenses related to handling and
storing off-hire containers. These measures will also provide the
longer-term advantage of placing the containers where the demand is
greatest.
2) Material changes in the results of operations between the three and
six-month periods ended June 30, 1999 and the three and six-month periods
ended June 30, 1998.
Net lease revenue for the three and six-month periods ended June 30, 1999
was $499,455 and $1,096,815, respectively, a decrease of approximately 33%
and 30% from the same respective periods in the prior year. Gross rental
revenue (a component of net lease revenue) for the three and six-month
periods ended June 30, 1999 was $919,650 and $1,951,538, respectively,
reflecting a decline of 22% and 20%, respectively, from the same periods 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 both the three and six-month periods ended June
30, 1999 declined 6% when compared to the same periods in the prior year.
Average refrigerated container per-diem rental rates for the three and
six-month periods ended June 30, 1999 increased 2% and declined 1%,
respectively, when compared to the same periods in the prior year.
10
<PAGE> 11
The Registrant's average fleet size and utilization rates for the three and
six-month periods ended June 30, 1999 and June 30, 1998 were as follows:
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
----------------------- ------------------------
June 30, June 30, June 30, June 30,
1999 1998 1999 1998
--------- --------- --------- --------
<S> <C> <C> <C> <C>
Average fleet size (measured in
twenty-foot equivalent units (TEU))
Dry cargo containers 12,288 12,900 12,409 12,946
Refrigerated containers 200 200 200 200
Average Utilization
Dry cargo containers 70% 79% 70% 78%
Refrigerated containers 61% 75% 63% 79%
</TABLE>
Rental equipment operating expenses were 33% and 31%, respectively, of the
Registrant's gross lease revenue during the three and six-month periods
ended June 30, 1999, as compared to 25% and 23%, respectively, of the
Registrant's gross lease revenue during the three and six-month periods
ended June 30, 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 during the three and six-month periods ended June 30,
1999 when compared to the same periods in the prior year.
The Registrant disposed of 83 twenty-foot, 39 forty-foot, and two high-cube
marine dry cargo containers during the second quarter of 1999, as compared
to 31 twenty-foot, 22 forty-foot and one high-cube 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 Leasing Company's computer systems
have undergone modifications in order to render the systems ready for the
Year 2000. The Leasing Company has completed a detailed inventory of all
software and hardware systems and has identified all components that need
to be modified. The Leasing Company has completed all the necessary changes
and testing in a dedicated Year 2000 environment. The Leasing Company
anticipates that all compliant code will be live by the end of August 1999.
The Leasing Company has contacted all of its critical business suppliers
and has been advised that their systems are Year 2000 compliant. The
Leasing Company has also confirmed the compliance of its suppliers'
products through its own extensive testing. Expenses associated with
addressing Year 2000 issues are being recognized as incurred. Management
has not yet assessed the Year 2000 compliance expense but does not
anticipate the costs incurred to date or to be incurred in the future by
the Leasing Company and its affiliates to be in excess of $500,000. None of
the costs incurred with respect to Year 2000 compliance will be borne by
the Registrant. The Leasing Company believes it will be able to resolve any
major Year 2000 issues. The Leasing Company is aware of the implications of
a Year 2000 computer system failure and is currently in the process of
developing its contingency plans. While management believes the possibility
of a Year 2000 system failure to be remote, if the Leasing Company's
internal systems or those of its critical business suppliers fail, the
Leasing Company's consolidated financial position, liquidity or results of
operations may be adversely affected.
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 in the above 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 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 the Registrant has previously reported, in February 1997, its former
outside auditors, Arthur Andersen LLP ("Arthur Andersen"), resigned as
auditors to The Cronos Group (the "Parent Company"), its subsidiaries,
and all other entities affiliated with the Parent Company, including the
Registrant. The Parent Company is the indirect corporate parent of CCC,
the managing general partner of 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 prepared a report
pursuant to Section 10A of the Securities Exchange Act of 1934, as
amended, for filing by the Parent Company with the Securities and
Exchange Commission ("SEC"). As a result of the Arthur Andersen report,
the SEC commenced an investigation of the Parent Company on February 10,
1997. The purpose of the investigation has been to determine whether the
Parent Company and persons associated with the Parent Company violated
the federal securities laws administered by the SEC. The Registrant does
not believe that the focus of the SEC's investigation is upon the
Registrant or CCC.
Current management of the Parent Company has been in discussions with
the staff of the SEC with a view to settling the investigation. The
Parent Company is hopeful of reaching a settlement of the investigation
by the end of 1999.
Item 3. Defaults Upon Senior Securities
See Item 5. Other Information.
Item 5. Other Information
In 1993, the Parent Company negotiated a credit facility with several
banks for the use by the Parent Company and its subsidiaries, including
CCC. At December 31, 1998, approximately $33,110,000 in principal
indebtedness was outstanding under that credit facility (none of which
had been borrowed by the Registrant). As a party to that credit
facility, CCC was jointly and severally liable for the repayment of all
principal and interest owed under the credit facility. On August 2,
1999, all outstanding amounts under the credit facility were repaid
through the establishment of a new credit facility with two financial
institutions. CCC is not a party to the new loan agreement. The Parent
Company has guaranteed up to $10 million of amounts borrowed under the
new credit facility and, as partial security for this guarantee, the
Parent Company has pledged all of the capital stock held by it in Cronos
Holding/Investments (U.S.), Inc., a Delaware corporation that, in turn,
owns all of the outstanding capital stock of CCC.
The Registrant is not a borrower under the new credit facility
established by the Parent Company, and neither the containers nor the
other assets of the Registrant have been pledged as collateral under the
new credit facility.
13
<PAGE> 14
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) Reports on Form 8-K
No reports on Form 8-K were filed by the Registrant during the quarter
ended June 30, 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, 1998.
14
<PAGE> 15
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this Report to be signed on its behalf by the
undersigned thereunto duly authorized.
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: August 16, 1999
15
<PAGE> 16
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, 1998.
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE BALANCE
SHEET AT JUNE 30, 1999 (UNAUDITED) AND THE STATEMENT OF OPERATIONS FOR THE
QUARTERLY PERIOD ENDED JUNE 30, 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 JUNE 30, 1999
</LEGEND>
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> JAN-01-1999
<PERIOD-END> JUN-30-1999
<CASH> 1,690,676
<SECURITIES> 0
<RECEIVABLES> 349,553
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 2,040,229
<PP&E> 33,803,674
<DEPRECIATION> 15,311,496
<TOTAL-ASSETS> 20,532,407
<CURRENT-LIABILITIES> 75,000
<BONDS> 0
0
0
<COMMON> 0
<OTHER-SE> 20,457,407
<TOTAL-LIABILITY-AND-EQUITY> 20,532,407
<SALES> 0
<TOTAL-REVENUES> 1,096,815
<CGS> 0
<TOTAL-COSTS> 1,046,061
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (147,811)
<EPS-BASIC> 0
<EPS-DILUTED> 0
</TABLE>
