<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 SEPTEMBER 30, 2000
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)
<TABLE>
<S> <C>
California 94-3122430
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
</TABLE>
One Front 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 SEPTEMBER 30, 2000
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
<S> <C>
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
Condensed Balance Sheets (unaudited) - September 30, 2000 and December 31, 1999 4
Condensed Statements of Operations (unaudited) for the three and nine months ended
September 30, 2000 and 1999 5
Condensed Statements of Cash Flows (unaudited) for the nine months ended
September 30, 2000 and 1999 6
Notes to Condensed 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 11
PART II - OTHER INFORMATION
Item 1. Legal Proceedings 12
Item 6. Exhibits and Reports on Form 8-K 13
</TABLE>
2
<PAGE> 3
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
Presented herein are the Registrant's condensed balance sheets as of
September 30, 2000 and December 31, 1999, condensed statements of
operations for the three and nine months ended September 30, 2000 and
1999, and condensed statements of cash flows for the nine months ended
September 30, 2000 and 1999.
3
<PAGE> 4
IEA INCOME FUND XI, L.P.
CONDENSED BALANCE SHEETS
(UNAUDITED)
<TABLE>
<CAPTION>
September 30, December 31,
2000 1999
------------ ------------
<S> <C> <C>
Assets
Current assets:
Cash and cash equivalents, includes $1,477,669 at September 30, 2000 and
$1,309,950 at December 31, 1999 in interest-bearing accounts $ 1,572,791 $ 1,310,050
Net lease receivables due from Leasing Company
(Notes 1 and 2) 454,813 423,048
------------ ------------
Total current assets 2,027,604 1,733,098
------------ ------------
Container rental equipment, at cost 30,029,174 33,358,710
Less accumulated depreciation 15,729,105 16,077,971
------------ ------------
Net container rental equipment 14,300,069 17,280,739
------------ ------------
Total assets $ 16,327,673 $ 19,013,837
============ ============
Liabilities and Partners' Capital
Current liabilities:
Accrued expenses $ 22,500 $ 75,000
------------ ------------
Total current liabilities 22,500 75,000
------------ ------------
Partners' capital (deficit):
General partner (107,118) (80,783)
Limited partners 16,412,291 19,019,620
------------ ------------
Total partners' capital 16,305,173 18,938,837
------------ ------------
Total liabilities and partners' capital $ 16,327,673 $ 19,013,837
============ ============
</TABLE>
The accompanying notes are an integral part of these condensed
financial statements.
4
<PAGE> 5
IEA INCOME FUND XI, L.P.
CONDENSED STATEMENTS OF OPERATIONS
(UNAUDITED)
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
--------------------------------- ---------------------------------
September 30, September 30, September 30, September 30,
2000 1999 2000 1999
------------ ----------- ----------- -----------
<S> <C> <C> <C> <C>
Net lease revenue (Notes 1 and 3) $ 655,113 $ 544,460 $ 1,809,797 $ 1,641,275
Other operating expenses:
Depreciation 457,145 531,621 1,406,051 1,538,293
Other general and administrative expenses 23,793 18,677 67,085 58,066
----------- ----------- ----------- -----------
480,938 550,298 1,473,136 1,596,359
----------- ----------- ----------- -----------
Income (loss) from operations 174,175 (5,838) 336,661 44,916
Other income (loss):
Interest income 14,561 19,603 46,316 54,064
Net loss on disposal of equipment (271,087) (8,726) (524,934) (241,752)
----------- ----------- ----------- -----------
(256,526) 10,877 (478,618) (187,688)
----------- ----------- ----------- -----------
Net income (loss) $ (82,351) $ 5,039 $ (141,957) $ (142,772)
=========== =========== =========== ===========
Allocation of net income (loss):
General partner $ 21,280 $ 26,714 $ 65,593 $ 79,965
Limited partners (103,631) (21,675) (207,550) (222,737)
----------- ----------- ----------- -----------
$ (82,351) $ 5,039 $ (141,957) $ (142,772)
=========== =========== =========== ===========
Limited partners' per unit share of net loss $ (0.05) $ (0.01) $ (0.10) $ (0.11)
=========== =========== =========== ===========
</TABLE>
The accompanying notes are an integral part of these condensed
financial statements.
5
<PAGE> 6
IEA INCOME FUND XI, L.P.
CONDENSED STATEMENTS OF CASH FLOWS
(UNAUDITED)
<TABLE>
<CAPTION>
Nine Months Ended
---------------------------------
September 30, September 30,
2000 1999
----------- -----------
<S> <C> <C>
Net cash provided by operating activities $ 2,006,798 $ 1,857,167
Cash provided by investing activities:
Proceeds from disposal of equipment 747,651 548,558
Cash used in financing activities:
Distribution to Partners (2,491,708) (2,203,224)
----------- -----------
Net increase in cash and cash equivalents 262,741 202,501
Cash and cash equivalents, beginning of period 1,310,050 1,506,163
----------- -----------
Cash and cash equivalents, end of period $ 1,572,791 $ 1,708,664
=========== ===========
</TABLE>
The accompanying notes are an integral part of these condensed
financial statements.
6
<PAGE> 7
IEA INCOME FUND XI, L.P.
NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)
(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. CCC and the Leasing
Company also manage the container leasing business for other
partnerships affiliated with the general partner. 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 condensed financial statements.
(Continued)
7
<PAGE> 8
IEA INCOME FUND XI, L.P.
NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)
(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 condensed financial statements have been prepared without
audit. Certain information and footnote disclosures normally
included in financial statements prepared in accordance with
accounting principles generally accepted in The United States of
America ("GAAP) have been omitted. It is suggested that these
condensed 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 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. The results of operations for such interim periods are
not necessarily indicative of the results to be expected for the
full year.
(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 September
30, 2000 and December 31, 1999 were as follows:
<TABLE>
<CAPTION>
September 30, December 31,
2000 1999
---------- ----------
<S> <C> <C>
Gross lease receivables $1,334,012 $1,107,844
Less:
Direct operating payables and accrued expenses 429,918 322,542
Damage protection reserve 110,440 127,239
Base management fees payable 105,865 103,287
Reimbursed administrative expenses 35,819 19,447
Allowance for doubtful accounts 197,157 112,281
---------- ----------
Net lease receivables $ 454,813 $ 423,048
========== ==========
</TABLE>
(Continued)
8
<PAGE> 9
IEA INCOME FUND XI, L.P.
NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)
(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 nine-month periods ended
September 30, 2000 and 1999 was as follows:
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
------------------------------ ------------------------------
September 30, September 30, September 30, September 30,
2000 1999 2000 1999
---------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
Rental revenue $ 921,105 $ 926,709 $2,821,613 $2,878,247
Less:
Rental equipment operating expenses 168,402 268,000 665,045 874,290
Base management fees 63,973 63,949 189,517 196,679
Reimbursed administrative expenses 33,617 50,300 157,254 166,003
---------- ---------- ---------- ----------
$ 655,113 $ 544,460 $1,809,797 $1,641,275
========== ========== ========== ==========
</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 cargo marine containers. As of
September 30, 2000, the Partnership operated 5,085 twenty-foot, 2,657
forty-foot and 167 forty-foot high-cube dry cargo marine containers, as
well as 103 twenty-foot and 47 forty-foot refrigerated cargo marine
containers. A summary of gross lease revenue, by product, for the three
and nine-month periods ended September 30, 2000 and 1999 follows:
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
------------------------------ ------------------------------
September 30, September 30, September 30, September 30,
2000 1999 2000 1999
---------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
Dry cargo containers $ 836,727 $ 858,410 $2,573,856 $2,629,743
Refrigerated containers 84,378 68,299 247,757 248,504
---------- ---------- ---------- ----------
Total $ 921,105 $ 926,709 $2,821,613 $2,878,247
========== ========== ========== ==========
</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.
******
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 September 30, 2000 and
December 31, 1999.
At September 30, 2000, the Registrant had $1,572,791 in cash and cash
equivalents, an increase of $262,741 from the cash balances at December
31, 1999.
The Registrant's allowance for doubtful accounts increased from $112,281
at December 31, 1999 to $197,157 at September 30, 2000. This increase was
attributable to the delinquent account receivable balances of
approximately 17 lessees. The Leasing Company has either negotiated
specific payment terms with these lessees or is pursuing other
alternatives to collect the outstanding balances. In each instance, the
Registrant believes it has recorded appropriate allowance.
The Registrant's cash distribution from operations for the third quarter
of 2000 was 5.25% (annualized) of the limited partners' original capital
contributions, unchanged from the second quarter of 2000. These
distributions are directly related to the Registrant's results from
operations and may fluctuate accordingly. The cash distribution from
sales proceeds for the third quarter of 2000 was 6.50% (annualized) of
the limited partners' original capital contribution, an increase of 3.75%
from the second quarter of 2000. Sales proceeds distributed to its
partners may fluctuate in subsequent periods, reflecting the level of
container disposals. Distributions for the general and limited partners
are calculated based upon the Partnership Agreement.
During the third quarter of 2000, growth in the volume of containerized
trade continued to improve. As a result, demand for leased equipment
strengthened in many locations, but most significantly throughout Asia.
With the growth in the volume of world trade, ocean carriers are
committing their capital to the purchase of additional containerships and
turning to leasing companies to supply them with the containers they need
to meet their growing freight requirements. The container leasing market
has rebounded and prospects have somewhat improved, but lease rates have
remained at generally the same low level as at the beginning of this
year. At the same time, inventories of idle equipment have been reduced
in Europe, but there has been no appreciable reduction in the U.S. The
strong U.S. economy continued to import more than it exported. This
imbalance has had the effect of further increasing idle container
inventories, particularly on the U.S. East Coast.
2) Material changes in the results of operations between the three and
nine-month periods ended September 30, 2000 and the three and nine-month
periods ended September 30, 1999.
Net lease revenue for the three and nine-month periods ended September
30, 2000 was $655,113 and $1,809,797, respectively, an increase of
approximately 20% and 10% from the respective periods in the prior year.
Gross rental revenue (a component of net lease revenue) for the three and
nine-month periods ended September 30, 2000 was $921,105 and $2,821,613,
respectively, reflecting a decrease of 1% and 2% when compared to the
same respective periods in the prior year. Gross lease revenue was
primarily impacted by higher utilization levels and lower dry per-diem
rental rates. Average dry cargo container per-diem rental rates for the
three and nine-month periods ended September 30, 2000 declined 3% and 8%,
respectively, when compared to the same periods in the prior year.
Average refrigerated container per-diem rental rates for the three and
nine-month periods ended September 30, 2000 increased 14% and 4%,
respectively, when compared to the same periods in the prior year.
(Continued)
10
<PAGE> 11
The Registrant's average fleet size and utilization rates for the three
and nine-month periods ended September 30, 2000 and 1999 were as follows:
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
------------------------------ ------------------------------
September 30, September 30, September 30, September 30,
2000 1999 2000 1999
------------- ------------- ------------- -------------
<S> <C> <C> <C> <C>
Average fleet size (measured in
twenty-foot equivalent units (TEU))
Dry cargo containers 10,937 12,164 11,515 12,164
Refrigerated containers 197 200 197 200
Average Utilization
Dry cargo containers 81% 75% 79% 75%
Refrigerated containers 65% 54% 63% 54%
</TABLE>
The Registrant's declining fleet size contributed to reductions in
depreciation expense of 14% and 9%, respectively, for the three and
nine-month periods ended September 30, 2000 when compared to the same
three and nine-month periods in the prior year. Rental equipment
operating expenses, as a percent of the Registrant's gross lease revenue,
were 18% and 24%, respectively, during the three and nine-month periods
ended September 30, 2000, as compared to 29% and 30%, respectively,
during the three and nine-month periods ended September 30, 1999. The
large decrease for the three-month period ended September 30, 2000 was
attributable to the recovery of doubtful accounts. The Registrant's
operating results contributed to an increase of less than 1% and a
decrease of 4% respectively, in base management fees during the three and
nine-month periods ended September 30, 2000 when compared to the same
periods in the prior year.
The Registrant disposed of 347 twenty-foot, 114 forty-foot and six
forty-foot high-cube dry cargo marine containers during the third quarter
of 2000, as compared to 28 twenty-foot and 26 forty-foot dry cargo marine
containers during the same period in the prior year. These disposals
resulted in a loss of $524,934 for the third quarter of 2000, as compared
to a loss of $241,752 for the same period in the prior year. The
Registrant does not believe that the carrying amount of its containers
has been permanently impaired or that events or changes in circumstances
have indicated that the carrying amount of its containers may not be
fully recoverable. The Registrant believes that the loss on container
disposals was a result of various factors including the age, condition,
suitability for continued leasing, as well as the geographical location
of the containers when disposed. These factors will continue to influence
the amount of sales proceeds received and the related gain or loss on
container disposals, which may fluctuate in subsequent periods.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
Not applicable.
11
<PAGE> 12
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
On March 20, 2000, KM Investments, LLC, a California limited liability company
("KM") filed its complaint (the "Complaint") in the Superior Court for the
County of Los Angeles against CCC, as general partner of the Partnership,
alleging violation of the California Revised Limited Partnership Act, breach of
fiduciary duty, and unfair competition. KM claims to be an assignee of units of
limited partnership interests in the Partnership and six other California
limited partnerships (collectively, the "Cronos Partnerships") managed by CCC as
general partner. KM, which is in the business of making unregistered tender
offers for up to 4.9% of the outstanding interests in limited partnerships,
claims that CCC has wrongfully refused to provide KM with lists of the limited
partners of the Cronos Partnerships to enable KM to make unregistered tender
offers to the limited partners of the Cronos Partnerships.
KM asks for declaratory relief, damages according to proof, attorneys' fees,
costs, interest, a temporary restraining order and/or a preliminary injunction
barring CCC from giving limited partner lists to any other party before
delivering such lists to KM, punitive damages, and an order prohibiting CCC from
receiving reimbursement of its legal fees incurred in defending the action from
the Cronos Partnerships.
On April 24, 2000, CCC filed its demurrer to the Complaint and its motion to
strike those portions of the Complaint seeking punitive damages. By its
demurrer, CCC asserted that KM, as an assignee of units of the Cronos
Partnerships, is not entitled to review or receive a copy of the lists of the
limited partners of the Cronos Partnerships; that CCC has not breached any
fiduciary duty to KM; and that CCC has not engaged in unfair competition as
alleged by KM. CCC requested that the Court dismiss KM's Complaint.
On June 8, 2000, the Court heard CCC's demurrer, and sustained (i.e., granted)
it in its entirety, allowing KM thirty days to file an amended complaint. KM did
so on or about July 10, 2000, asserting the same causes of action as set forth
in its original complaint. On August 25, 2000, CCC filed its demurrer to KM's
First Amended Complaint and its motion to strike those portions of the First
Amended Complaint seeking punitive damages. On October 11, 2000, the Court heard
CCC's motions. It sustained CCC's demurrer to KM's fourth cause of action
seeking declaratory relief, but overruled (i.e., denied) CCC's demurrer to KM's
first three causes of action, on the ground that the evidence submitted by CCC
was not properly before the Court on CCC's demurrer to KM's First Amended
Complaint. At the same time, the Court granted CCC's motion to strike those
portions of KM's First Amended Complaint seeking punitive damages.
On October 20, 2000, CCC filed its answer to KM's First Amended Complaint,
denying the allegations thereof, denying that plaintiff is entitled to any
damages, and asserting various affirmative defenses. CCC believes that KM does
not have standing to inspect or receive lists of the limited partners of the
limited partnerships managed by CCC, and that CCC has meritorious defenses to
KM's First Amended Complaint.
12
<PAGE> 13
PART II - OTHER INFORMATION (CONTINUED)
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 September 30, 2000.
----------
* 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, 1999.
13
<PAGE> 14
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: November 14, 2000
14
<PAGE> 15
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, 1999.
