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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF
THE SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTER ENDED SEPTEMBER 30, 2002
Commission File Number 000-25593
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TELECOMMUNICATIONS INCOME FUND XI, L.P.
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(Exact name of Registrant as specified in its charter)
Iowa 39-1904041
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
701 Tama Street, Marion, Iowa 52302
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (319) 447-5700
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Securities registered pursuant to Section 12(b) of the Act:
NONE
Securities registered pursuant to Section 12(g) of the Act:
Limited Partnership Interest (the "Units")
------------------------------------------
Title of Class
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 filings
requirements for the past 90 days.
Yes X No
--- ---
As of October 11, 2002, 12,381 units were issued and outstanding. Based on the
book value at September 30, 2002 of $272.47 per unit, the aggregate market value
at October 11, 2002 was $3,373,451.
TELECOMMUNICATIONS INCOME FUND XI, L.P.
INDEX
Page
----
Part I. FINANCIAL INFORMATION
- -------------------------------
Item 1. Financial Statements (unaudited)
Balance Sheets - September 30, 2002 and
December 30, 2001 3
Statements of Operations -
Three months ended September 30, 2002 and 2001 4
Statements of Operations -
Nine months ended September 30, 2002 and 2001 5
Statement of Changes in Partners' Equity - nine months
ended September 30, 2002 6
Statements of Cash Flows - nine months ended
September 30, 2002 and 2001 7
Notes to Financial Statements 8
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 9
Item 3. Quantitative and Qualitative Disclosures About Market Risk 11
Item 4. Controls and Procedures 11
Part II. OTHER INFORMATION
- ---------------------------
Item 1. Legal Proceedings 11
Item 6. Exhibits 11
Signatures 12
Certification of Chief Executive Officer 13
Certification of Chief Financial Officer 14
2
TELECOMMUNICATIONS INCOME FUND XI, L.P.
BALANCE SHEETS (UNAUDITED)
SEPTEMBER 30, 2002 DECEMBER 31, 2001
------------------ -----------------
ASSETS
Cash and cash equivalents $ 391,559 $ 520
Net investment in direct financing leases
and notes receivable (Note B) 5,470,631 8,247,891
Allowance for possible loan and lease losses (2,225,072) (2,059,034)
-------------- -------------
Direct financing leases and notes receivable, net 3,245,559 6,188,857
Other receivables 158,939 185,796
Equipment under operating lease -0- 23,949
-------------- -------------
TOTAL ASSETS $ 3,796,057 $ 6,399,122
============== =============
LIABILITIES AND PARTNERS' EQUITY
LIABILITIES
Line of credit agreement (Note C) $ -0- $ 898,873
Outstanding checks in excess of bank balance -0- 12,586
Due to affiliates 2,726 2,981
Distributions payable to partners 99,048 99,296
Accounts payable and accrued expenses 119,597 63,880
Lease security deposits 201,179 226,211
-------------- -------------
TOTAL LIABILITIES 422,550 1,303,827
-------------- -------------
CONTINGENCY (Note E)
PARTNERS' EQUITY, 25,000 units authorized:
General partner, 10 units issued and outstanding 3,315 4,693
Limited partners, 12,371 and 12,402 units issued
and outstanding at September 30, 2002 and
December 31, 2001, respectively 3,370,192 5,090,602
-------------- -------------
TOTAL PARTNERS' EQUITY 3,373,507 5,095,295
-------------- -------------
TOTAL LIABILITIES AND PARTNERS' EQUITY $ 3,796,057 $ 6,399,122
============== =============
See accompanying notes.
3
TELECOMMUNICATIONS INCOME FUND XI, L.P.
STATEMENTS OF OPERATIONS
(UNAUDITED)
THREE MONTHS ENDED
---------------------------------------
SEPTEMBER 30, 2002 SEPTEMBER 30,2001
------------------ -----------------
REVENUES:
Income from direct financing leases and notes receivable $ 101,614 $ 212,037
Gain (loss) on lease terminations (3,573) 44,487
Other 7,488 7,444
------------- --------------
Total revenues 105,529 263,968
------------- --------------
EXPENSES:
Management fees 9,049 14,820
Administrative services 53,250 39,000
Interest expense -0- 23,838
Depreciation expense -0- 67,199
Provision for possible loan and lease losses 100,400 110,164
Impairment loss -0- 480,800
Other 44,338 29,406
------------- --------------
Total expenses 207,037 765,227
------------- --------------
Net loss $ (101,508) $ (501,259)
============= ==============
Net loss per partnership unit (Note D) $ (8.19) $ (39.96)
============= ==============
Weighted average partnership units outstanding 12,389 12,545
============= ==============
See accompanying notes.
4
TELECOMMUNICATIONS INCOME FUND XI, L.P.
STATEMENTS OF OPERATIONS
(UNAUDITED)
NINE MONTHS ENDED
----------------------------------------
SEPTEMBER 30, 2002 SEPTEMBER 30,2001
------------------ -----------------
REVENUES:
Income from direct financing leases and notes receivable $ 424,265 $ 782,420
Gain (loss) on lease terminations 22,310 (166,480)
Other 21,064 41,067
------------- --------------
Total revenues 467,639 657,007
------------- --------------
EXPENSES:
Management fees 50,662 59,025
Administrative services 141,250 117,000
Interest expense 25,387 106,561
Depreciation expense -0- 394,480
Provision for possible loan and lease losses 845,700 367,820
Impairment loss -0- 1,184,585
Other 220,668 104,267
------------- --------------
Total expenses 1,283,667 2,333,738
------------- --------------
Net loss $ (816,028) $ (1,676,731)
============= ==============
Net loss per partnership unit (Note D) $ (65.82) $ (133.36)
============= ==============
Weighted average partnership units outstanding 12,397 12,573
============= ==============
See accompanying notes.
5
TELECOMMUNICATIONS INCOME FUND XI, L.P.
STATEMENT OF CHANGES IN PARTNERS' EQUITY
NINE MONTHS ENDED SEPTEMBER 30, 2002
(UNAUDITED)
GENERAL LIMITED PARTNERS TOTAL
PARTNER ---------------- PARTNERS'
(10 UNITS) UNITS AMOUNTS EQUITY
- ------------------------------------------------------------------------------------------------------------------
Balance at December 31, 2001 $ 4,693 12,402 $ 5,090,602 $ 5,095,295
Distributions to partners (240) 0 (297,608) (297,848)
Net loss (111) 0 (139,948) (140,059)
Withdrawals of limited partners 0 (5) (2,013) (2,013)
----------------------------------------------------------------------
Balance at March 31, 2002 4,342 12,397 4,651,033 4,655,375
Distributions to partners (240) 0 (297,120) (297,360)
Net loss (465) 0 (573,996) (574,461)
Withdrawals of limited partners 0 (17) (8,509) (8,509)
----------------------------------------------------------------------
Balance at June 30, 2002 3,637 12,380 3,771,408 3,775,045
Distributions to partners (240) 0 (297,048) (297,288)
Net loss (82) 0 (101,426) (101,508)
Withdrawals of limited partners 0 (9) (2,742) (2,742)
----------------------------------------------------------------------
Balance at September 30, 2002 $ 3,315 12,371 $ 3,370,192 $ 3,373,507
======================================================================
See accompanying notes.
6
TELECOMMUNICATIONS INCOME FUND XI, L.P.
STATEMENTS OF CASH FLOWS
(UNAUDITED)
NINE MONTHS ENDED
SEPTEMBER 30, 2002 SEPTEMBER 30,2001
------------------ -----------------
OPERATING ACTIVITIES
Net loss $ (816,028) $(1,676,731)
Adjustments to reconcile net income (loss) to net cash from operating activities:
Loss (gain) on lease terminations (22,310) 166,480
Depreciation and amortization 7 394,539
Provision for possible loan and lease losses 845,700 367,820
Impairment loss -0- 1,184,585
Changes in operating assets and liabilities:
Other receivables 26,857 318,149
Outstanding checks in excess of bank balance (12,586) 4,853
Due to affiliates (255) (3,050)
Accrued expenses and other liabilities 55,717 (65,126)
----------- -----------
Net cash from operating activities 77,102 691,519
----------- -----------
INVESTING ACTIVITIES
Acquisitions of, and purchases of equipment for, direct financing leases (13,182) (753,277
Issuance of notes receivable (76,226) (532,249)
Repayments of direct financing leases 773,181 1,401,572
Repayments of notes receivable 378,135 179,532
Proceeds from sale or early termination of direct financing leases,
notes receivable, and equipment under operating lease 1,081,941 1,261,745
Net lease security deposits paid (25,032) (41,208)
----------- -----------
Net cash from investing activities 2,118,817 1,516,115
----------- -----------
FINANCING ACTIVITIES
Borrowings from line of credit 1,146,090 2,075,843
Repayments of line of credit (2,044,962) (3,284,684)
Withdrawals paid to partners (13,264) (93,218)
Distributions paid to partners (892,744) (905,560)
----------- -----------
Net cash from financing activities (1,804,880) (2,207,619)
----------- -----------
Net increase in cash and cash equivalents 391,039 15
Cash and cash equivalents at beginning of period 520 503
----------- -----------
Cash and cash equivalents at end of period $ 391,559 $ 518
=========== ===========
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Interest paid $ 30,066 $ 122,06
Reclassification of equipment from direct financing leases to notes receivable 428,749 -0-
See accompanying notes.
7
TELECOMMUNICATIONS INCOME FUND XI, L.P.
NOTES TO FINANCIAL STATEMENTS (UNAUDITED)
NOTE A - BASIS OF PRESENTATION
The accompanying unaudited financial statements have been prepared in accordance
with accounting principles generally accepted in the United States of America
for interim financial information and with the instructions to Form 10-Q and
Article 10 Regulation S-X. Accordingly, they do not include all of the
information and footnotes required by generally accepted accounting principles
for complete financial statements. In the opinion of management, all adjustments
(consisting of normal recurring accruals) considered necessary for a fair
presentation have been included. Operating results for the nine months ended
September 30, 2002 are not necessarily indicative of the results that may be
expected for the year ended December 31, 2002. For further information, refer to
the financial statements and notes thereto included in the Partnership's annual
report on Form 10-K for the year ended December 31, 2001.
NOTE B - NET INVESTMENT IN DIRECT FINANCING LEASES AND NOTES RECEIVABLE
The Partnership's net investment in direct financing leases and notes receivable
consists of the following:
September 30, 2002 December 31, 2001
------------------ -----------------
Minimum lease payments receivable $ 3,659,447 $ 5,768,242
Estimated unguaranteed residual values 327,805 455,000
Unamortized initial direct costs 2 9
Unearned income (477,464) (940,067)
Notes receivable 1,960,841 2,964,707
-------------- --------------
Net investment in direct financing leases and notes receivable $ 5,470,631 $ 8,247,891
============== ==============
NOTE C - BORROWING AGREEMENTS
In January 1999, the Partnership obtained financing under a line of credit
agreement with a bank. The amount available to borrow under the line of credit
was limited to $2,000,000 or 32% of qualified accounts, primarily leases and
notes receivable. On October 26, 1999, the agreement was amended, increasing the
available amount to $4,400,000 (limited by 32% of qualified accounts) and
extending the maturity from June 30, 2000 to June 30, 2002. The interest rate
was 1% over the prime rate, with a $4,000 minimum monthly interest charge which
began in July, 1999, and the line of credit was collateralized by substantially
all assets of the Partnership. The line of credit was guaranteed by the General
Partner and certain affiliates of the General Partner. This agreement was not
renewed and was paid in full in June, 2002.
NOTE D - NET LOSS PER PARTNERSHIP UNIT
Net loss per partnership unit is based on the weighted average number of units
outstanding (including both general and limited partners) which were 12,389 and
12,397 for the three and nine months ended September 30, 2002, respectively,
compared to 12,545 and 12,573 for the three and nine months ended September 30,
2001, respectively.
NOTE E - CONTINGENCY
The General Partner's parent has approximately $2.2 million of unsecured
subordinated debt due on December 31, 2002 and may not have sufficient liquid
assets to repay such amounts. The General Partner's parent is pursuing
additional financing, refinancing, and asset sales to meet its obligations. No
assurance can be provided that the General Partner's parent will be successful
in its efforts. The inability of the General Partner to continue as a going
concern as a result of the parent's inability to restructure its debts would
require the Partnership to elect a successor general partner.
8
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
RESULTS OF OPERATIONS
Income derived from direct financing leases and notes receivable was $424,265
for the nine months ending September 30, 2002 compared to $782,420 for the same
period of 2001. The decrease is due to a smaller portfolio of direct financing
leases and notes receivable and a significant number of lease and note contracts
that are past due over 90 days, at which time the Partnership places these
contracts on a non-accrual basis, as discussed below. The Partnership's net
investment in direct financing leases and notes receivable was $5,470,631 at
September 30, 2002 and $8,544,171 at September 30, 2001. Other income of $21,064
for the first nine months of 2002 is interest income on a money market account
and other investments and late charges on lease payments, and is down from
$41,067 a year ago. The decrease is due to a decrease in late charges received.
The Partnership had a gain on lease terminations for the first nine months of
2002 of $22,310 versus a loss of $166,480 a year ago. The loss in 2001 was
primarily due to the sale of equipment under operating lease resulting from the
repossessed equipment originally leased to Alpha Telecommunications, Inc.
("ATI").
Management fees are paid to the General Partner and represent 2% of the gross
rental payments, loan payments, and other financing payments received. These
rental payments were $2,533,100 the first nine months of 2002 compared to
$2,951,250 for the first nine months of 2001. The decreased management fees are
due to a decrease in the gross rental payments, loan payments, and other
financing payments received.
Administrative services were $141,250 for the first nine months of 2002 compared
to $117,000 for the same period a year ago, and represent fees paid monthly to
the General Partner for the operation of the Partnership as defined in the
Partnership Agreement. The increase is due to increased costs incurred by the
General Partner on behalf of the Partnership.
Interest expense is incurred on the Partnership's line of credit agreement.
Interest expense for the first nine months of 2002 was $25,387 compared to
$106,561 for the same period of 2001. The line of credit was paid in full in
June, 2002 and was not renewed.
Depreciation expense was $-0- for the first nine months of 2002 compared to
$394,480 for the first nine months of 2001. Depreciation was on the equipment
originally leased to ATI, which was sold in 2001. Other expenses include legal,
accounting, data processing, and other miscellaneous expenses. These costs
increased from $104,267 in 2001 to $220,668 in 2002, and is primarily the result
of legal and repossession expenses incurred as a result of past due customers.
The Partnership's delinquencies and other conditions are discussed in more
detail in the following paragraphs and in the Partnership's Form 10-K for the
year ended December 31, 2001.
The telecommunications industry has seen a significant downturn in recent years
that have adversely affected the Partnership. The value of payphones and
payphone routes has declined substantially in recent years and is due to various
factors, including but not limited to the following:
o Lack of sufficient dial around revenues for payphone operators
o Decrease in usage of payphones, due to the use of mobile phones, etc.
o Lack of economies of scale being achieved with the cost of lines purchased
from local exchange carriers
o Lack of available capital for payphone operators
o Decrease in the number of payphone operators
9
Management believes that these conditions may be overcome if current lobbying
efforts are successful and economic conditions become more favorable for
payphone operators. However, no assurance can be given that any of these
conditions may improve or that current values in the telecommunications industry
will not continue to decline.
At September 30, 2002, eleven customers were past due over 90 days. When a
payment is past due more than 90 days, the Partnership discontinues recognizing
income on the contract. The Partnership's net investment in the past due
contracts was $2,600,999, or 48% of the Partnership's portfolio of leases and
notes. The allowance for possible loan and lease losses is $2,225,072 at
September 30, 2002. The provision for possible loan and lease losses for the
first nine months of 2002 was $845,700 (compared to $367,820 a year ago), and is
primarily the result of a significantly deteriorated value of the phones and
other equipment under certain lease contracts. One lessee, Alpha Tel-Com, who
filed for bankruptcy during 2001, had a net investment of $762,952 at March 31,
2002. The value of the phones under the Alpha Tel-Com deteriorated
significantly, with the Partnership realizing approximately $232,000 from the
sale of the equipment during the second quarter of 2002. Approximately $210,000
of these proceeds was financed to a new customer under a note agreement. Another
lessee, Bax Group has filed for bankruptcy and the Partnership estimates that
proceeds will total approximately $177,000 on this contract. The Partnership's
net investment in the Bax Group contract was $532,371 at September 30, 2002.
These two lessees resulted in the Partnership increasing the provision for
possible loan and lease losses by approximately $400,000 for the first nine
months of 2002. Another lessee, Quentra Networks, has filed for bankruptcy and
has resulted in the Partnership increasing the provision for possible loan and
lease losses by $312,000 for the first nine months of 2002. Management believes
its allowance for possible loan and lease losses is adequate for the past due
customers and the remainder of the portfolio at September 30, 2002, based on the
underlying collateral values of the lease and note contracts for past due
contracts and historical loss ratios. However, no assurance can be given that
future losses or increases in the allowance for possible loan and lease losses
will not be necessary. Management will continue to monitor the past due
contracts and take the necessary steps to protect the Partnership's investment.
The Partnership's portfolio of leases and notes receivable are concentrated in
pay telephones, and office and computer equipment, representing approximately
55%, and 33%, respectively, of the portfolio at September 30, 2002. Two lessees
account for approximately 25% of the Partnership's portfolio at September 30,
2002, and these lessees were past due over 90 days.
LIQUIDITY AND CAPITAL RESOURCES
The Partnership is required to establish working capital reserves of no less
than 1% of the total capital raised to satisfy general liquidity requirements,
operating costs of equipment, and the maintenance and refurbishment of
equipment. At September 30, 2002, that working capital reserve, as defined,
would be $125,930, and the Partnership had this amount available from its cash
and cash equivalents.
In January 1999, the Partnership obtained financing under a line of credit
agreement with a bank. The amount available to borrow under the line of credit
was limited to $2,000,000 or 32% of qualified accounts, primarily leases and
notes receivable. On October 26, 1999, the agreement was amended, increasing the
available amount to $4,400,000 (limited by 32% of qualified accounts) and
extending the maturity from June 30, 2000 to June 30, 2002. The interest rate
was 1% over the prime rate, with a $4,000 minimum monthly interest charge which
began in July, 1999, and the line of credit was collateralized by substantially
all assets of the Partnership. The line of credit was guaranteed by the General
Partner and certain affiliates of the General Partner. This agreement was not
renewed and was paid in full in June, 2002.
10
Cash flow from operating activities was $77,102 for the first nine months of
2002, compared to $691,519 for the same period a year ago, resulting from the
income from direct financing leases and notes received less operating expenses.
Cash flow from investing activities was $2,118,817 for 2002, compared to
$1,516,115 for 2001. The Partnership used $1,804,880 of cash for financing
activities during the first nine months of 2002, compared to a use of cash of
$2,207,619 a year ago. Management believes the existing portfolio of direct
financing leases and notes receivable will sustain the current level of
distributions and operating expenses for the next twelve months.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
INTEREST RATE SENSITIVITY
The table below presents the principal amounts due and related weighted average
interest rates by expected maturity dates pertaining to the Partnership's notes
receivable as of September 30, 2002.
Expected Fixed Rate Average
Maturity Date Notes Receivable Interest Rate
------------- ---------------- -------------
2002 $ 201,562 13.15%
2003 411,306 12.95%
2004 389,254 12.77%
2005 334,561 12.86%
2006 624,158 14.02%
-------------
Total $ 1,960,841
=============
Fair Value $ 1,427,000
=============
The Partnership manages interest rate risk, its primary market risk exposure, by
limiting the terms of notes receivable to no more than five years and generally
requiring full repayment ratably over the term of the note.
ITEM 4. CONTROLS AND PROCEDURES
An evaluation was performed under the supervision and with the participation of
the Partnership's management, including the Chief Executive Officer and Chief
Financial Officer, of the effectiveness of the design and operation of the
Partnership's disclosure controls and procedures within 90 days before the
filing date of this quarterly report. Based on that evaluation, the
Partnership's management, including the Chief Executive Officer and Chief
Financial Officer, concluded that the Partnership's disclosure controls and
procedures were effective in timely alerting them to material information
relating to the Partnership required to be included in the Partnership's
periodic SEC filings. There have been no significant changes in the
Partnership's internal controls or in other factors that could significantly
affect internal controls subsequent to their evaluation.
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
None.
ITEM 6. EXHIBITS
Exhibit 99.1 Section 906 Certification of Chief Executive Officer
Exhibit 99.2 Section 906 Certification of Chief Financial Officer
11
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.
TELECOMMUNICATIONS INCOME FUND XI, L.P.
---------------------------------------
(Registrant)
Date: November 12, 2002 /s/ Ronald O. Brendengen
----------------- ----------------------------------------------
Ronald O. Brendengen, Chief Financial Officer,
Treasurer
Date: November 12, 2002 /s/ Daniel P. Wegmann
----------------- ----------------------------------------------
Daniel P. Wegmann, Controller
12
FORM OF SECTION 302 CERTIFICATION
I, Thomas J. Berthel, President and Chief Executive Officer of Berthel Fisher &
Company Leasing, Inc., the General Partner of Telecommunications Income Fund XI,
L.P., certify that:
1. I have reviewed this quarterly report on Form 10-Q of Telecommunications
Income Fund XI, L.P.;
2. Based on my knowledge, this report does not contain any untrue statement of a
material fact or omit to state a material fact necessary to make the statements
made, in light of the circumstances under which such statements were made, not
misleading with respect to the period covered by this quarterly report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:
a) designed such disclosure controls and procedures to ensure that material
information relating to the registrant is made known to us by others,
particularly during the period in which this quarterly report is being
prepared;
b) evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this
quarterly report (the "Evaluation Date"); and
c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation, to the registrant's auditors and the audit committee of
registrant's board of directors (or persons performing the equivalent function):
a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to record,
process, summarize and report financial data and have identified for the
registrant's auditors any material weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal
controls; and
6. The registrant's other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.
November 12, 2002 /s/ Thomas J. Berthel
President and Chief Executive Officer
Berthel Fisher & Company Leasing, Inc.
General Partner
Telecommunications Income Fund XI, L.P.
13
FORM OF SECTION 302 CERTIFICATION
I, Ronald O. Brendengen, Chief Financial Officer of Berthel Fisher & Company
Leasing, Inc., the General Partner of Telecommunications Income Fund XI, L.P.,
certify that:
1. I have reviewed this quarterly report on Form 10-Q of Telecommunications
Income Fund XI, L.P.;
2. Based on my knowledge, this report does not contain any untrue statement of a
material fact or omit to state a material fact necessary to make the statements
made, in light of the circumstances under which such statements were made, not
misleading with respect to the period covered by this quarterly report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;
4. The registrant's other certifying
officers and I are responsible for establishing and maintaining disclosure
controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for
the registrant and have:
a) designed such disclosure controls and procedures to ensure that material
information relating to the registrant is made known to us by others,
particularly during the period in which this quarterly report is being
prepared;
b) evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this
quarterly report (the "Evaluation Date"); and
c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation, to the registrant's auditors and the audit committee of
registrant's board of directors (or persons performing the equivalent function):
a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to record,
process, summarize and report financial data and have identified for the
registrant's auditors any material weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal
controls; and
6. The registrant's other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.
November 12, 2002 /s/ Ronald O. Brendengen
Chief Financial Officer
Berthel Fisher & Company Leasing, Inc.
General Partner
Telecommunications Income Fund XI, L.P.
14