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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(X) Annual Report Pursuant to Section 13 or 15 (d) of the Securities Exchange
Act of 1934
For the fiscal year ended December 31, 2003
( ) 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 - 000-25593
TELECOMMUNICATIONS INCOME FUND XI, L.P.
----------------------------------------------------
(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
-------------------------------------- --------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code 319-447-5700
------------
Securities registered pursuant to Section 12(b) of the Act: NONE
Securities pursuant to section 12 (g) of the Act:
Limited Partnership Interests (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 filing
requirements for the past 90 days. [X] Yes [ ] No
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K (ss.229.405 of this chapter) is not contained herein, and will
not be contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-K
or any amendment to this Form 10-K. [X]
Indicate by check mark whether registrant is an accelerated filer (as defined in
Rule 12b-2 of the Securities Exchange Act of 1934). [ ] Yes [X] No
As of June 30, 2003, 12,369 units were issued and outstanding. Based on the book
value of $137.36 per unit at that time, the aggregate market value at June 30,
2003 was $1,699,006. As of February 4, 2004, 12,323 units were issued and
outstanding.
DOCUMENTS INCORPORATED BY REFERENCE. Portions of the Registration Statement on
Form S-1, dated November 26, 1997, are incorporated by reference into Part IV.
TELECOMMUNICATIONS INCOME FUND XI, L.P.
2003 FORM 10-K ANNUAL REPORT
TABLE OF CONTENTS
Page
PART I
Item 1. Business--------------------------------------------------------- 3
Item 2. Properties------------------------------------------------------- 5
Item 3. Legal Proceedings------------------------------------------------ 5
Item 4. Submission of Matters to a Vote of Unit Holders------------------ 5
PART II
Item 5. Market for the Registrant's Common Equity
and Related Stockholder Matters------------------------------ 5
Item 6. Selected Financial Data------------------------------------------ 5
Item 7. Management's Discussion and Analysis of Financial Condition
and Results of Operations------------------------------------ 6
Item 7A. Quantitative and Qualitative Disclosures About Market Risk------ 10
Item 8. Financial Statements and Supplementary Data--------------------- 10
Item 9. Changes in and Disagreements with Accountants
on Accounting and Financial Disclosure---------------------- 27
Item 9A. Controls and Procedures----------------------------------------- 27
PART III
Item 10. Directors and Executive Officers of the Registrant-------------- 28
Item 11. Executive Compensation------------------------------------------ 29
Item 12. Security Ownership of Certain Beneficial Owners and Management-- 30
Item 13. Certain Relationships and Related Transactions------------------ 30
Item 14. Principal Accountant Fees and Services-------------------------- 30
PART IV
Item 15. Exhibits, Financial Statement Schedules and Reports on Form 8-K. 31
Signatures------------------------------------------------------ 32
2
PART I
Item 1. Business
--------
Telecommunications Income Fund XI, L.P., an Iowa limited partnership (the
"Partnership"), was organized on August 26, 1997. The general partner is
Commercial Power Finance, Inc. (the "General Partner"), which changed its name
from Berthel Fisher & Company Leasing, Inc. in March 2004, an Iowa corporation
that has been in operation since 1988. The Partnership's business and the
executive offices of the General Partner are located at 701 Tama Street, Marion,
Iowa 52302. Substantially all of the voting stock of the General Partner is
owned by Berthel Fisher & Company ("Berthel Fisher").
The Partnership began offering units to the public on December 23, 1997. The
General Partner elected to extend the offering period and the closing date to
December 23, 1999. The business of the Partnership is the acquisition and
leasing of equipment, primarily telecommunications equipment such as pay
telephones and call processing equipment. The Partnership began its primary
business activities in February of 1998.
The Partnership will operate until December 31, 2012 unless dissolved sooner due
to the occurrence of any of the following events: (i) the vote by limited
partners owning a majority of the Partnership in accordance with the Partnership
Agreement; (ii) the withdrawal, bankruptcy, or dissolution and liquidation or
other cessation to exist as a legal entity of the General Partner (unless any
successor general partner elected in accordance with the provisions of the
Partnership Agreement elects to continue the business of the Partnership); (iii)
the final distribution of all liquidating distributions among the limited
partners pursuant to the Partnership Agreement; or (iv) the sale or disposition
of all or substantially all of the assets of the Partnership without the
subsequent reinvestment in equipment.
A significant portion of the Partnership's business is and is intended to be
with customers who are in the telecommunications industry. The
telecommunications industry, particularly the pay telephone and long distance
facets of the industry, is heavily regulated by the Federal Communications
Commission ("FCC") and by various state public utility commissions. Regulation
is not directed at the ownership or leasing of telecommunications equipment, but
is focused primarily on the business of the Partnership's customers that operate
in the telecommunications industry. Generally, regulation affects rates that can
be charged and the relationship of the regional Bell operating companies to the
rest of the pay telephone industry. Management does not expect regulation to
have any significant negative impact upon the business of the Partnership.
The principle investment objective of the Partnership is to obtain the maximum
available economic return from its investment in equipment leases to
unaffiliated third parties with a view toward: (i) generating cash flow from
operations, with the intent to make distributions during the Operating Phase
(the period which ends when the General Partner elects to begin the liquidation
of the Partnership assets); (ii) reinvesting (during the Operating Phase) any
undistributed cash flow from operations in additional equipment to be leased to
increase the Partnership's assets; (iii) obtaining the residual values of
equipment upon sale; (iv) obtaining value from sales of the Partnership's lease
portfolio upon entering the Liquidating Phase (the period during which the
General Partner will liquidate the Partnership assets); and (v) providing cash
distributions to the partners during the liquidating phase.
The Partnership intends to acquire primarily telecommunications equipment
(specifically pay telephones and call processing equipment) that is leased to
third parties. Other types of equipment have also been and will be acquired by
the Partnership and leased to customers. During 2003 the Partnership acquired
equipment subject to leases with a cost of $37,931. The Partnership also
provides financing to customers under note agreements.
3
Equipment acquired by the Partnership is installed in various locations by the
lessees. When the lessee installs the equipment in a location, a site location
agreement gives the lessee the right to have the equipment at this site for a
specified period of time. These site location agreements generally have a three
to five year term. The Partnership, in addition to its ownership of the
equipment, takes an assignment of and a first security interest in these site
location agreements. Therefore, if a lessee defaulted, the Partnership could
have the ability to re-sell or re-lease the equipment in place. This "in place"
value is generally much higher than the residual value of the equipment.
Telecommunications equipment generates revenue primarily through long distance
phone calls. The Partnership's lessee generally receives long distance revenue
from a contracted third party billing company. The Partnership also takes an
assignment of this revenue.
The General Partner acquires and approves leases on behalf of the Partnership.
The General Partner established guidelines to use in approving lessees.
Generally, before any lease is approved, there is a review of the potential
lessees' financial statements, credit references are checked, and outside
business and/or individual credit reports are obtained.
The equipment purchased by the Partnership consists of advanced technology pay
telephones and call processing systems to be used in hotels, hospitals,
colleges, universities, correctional institutions, and other locations. Although
the Partnership will concentrate its equipment acquisitions in
telecommunications equipment, it will also acquire other types of equipment that
meet the investment objectives of the Partnership.
The Partnership's equipment leases are concentrated in pay telephones and
industrial equipment representing approximately 71% and 13% of the Partnership's
direct finance lease and notes receivable portfolio at December 31, 2003,
respectively. For the year ended December 31, 2003, no customers accounted for
more than 10% of the income from direct financing leases and notes receivable.
Three customers account for approximately 36% of the Partnership's net
investment in direct financing leases and notes receivable portfolio at December
31, 2003.
The telecommunications industry has seen a significant downturn in recent years
that has adversely affected the Partnership. The value of payphones and payphone
routes has declined substantially in recent years 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
Given the current market in general as well as the specific telecommunications
market, the General Partner has determined to limit its investment in new leases
and notes receivable at this time. As cash is available, the General Partner
will continue to assess market conditions to determine whether to make
distributions or reinvest in new leases and notes receivable during the
remaining operating phase of the Partnership.
The leasing industry is highly competitive and the Partnership has fewer assets
than some of its major competitors. The principal methods of competition include
service and price (interest rate). The Partnership operates in one segment.
4
The Partnership has no employees and utilizes the administrative services of the
General Partner for which it pays an administrative service fee.
Item 2. Properties
----------
The Partnership does not own or lease any real estate. The Partnership's
materially important assets consist entirely of equipment under lease, primarily
telecommunications equipment and industrial equipment, as described in Item 1.
Item 3. Legal Proceedings
-----------------
None.
Item 4. Submission of Matters to a Vote of Unit Holders
No matters were submitted to a vote of limited partners, through the
solicitation of proxies or otherwise during the year covered by this report.
PART II
Item 5. Market for the Registrant's Common Equity and Related Stockholder
Matters
The Registrant's units are not publicly traded. There is no market for the
Registrant's units and it is unlikely that any will develop. The General Partner
will resist the development of a public market for the units.
Number of Partners
Title of Class at February 4, 2004
-------------------------------------------------------
Limited Partner 659
General Partner 1
Distributions are paid to Partners on a monthly basis. Through December 31, 2003
distributions paid or payable to Partners over the life of the Partnership have
been $6,597,766. As of December 31, 2003 the Partnership had accrued
distributions to Partners of $98,584.
Item 6. Selected Financial Data
Year Ended Year Ended Year Ended Year Ended Year Ended
Dec. 31, 2003 Dec. 31, 2002 Dec. 31, 2001 Dec. 31, 2000 Dec. 31, 1999
------------- ------------- ------------- ------------- -------------
Total revenue $ 301,284 $ 454,822 $ 912,425 $ 1,378,819 $ 1,172,549
Net income (loss) (79,333) (1,015,105) (2,633,022) (399,728) 676,665
Total assets 1,159,555 3,124,698 6,399,122 11,991,088 13,196,905
Line of credit agreement -0- -0- 898,873 2,374,423 1,973,142
Distributions to partners 1,786,064 1,189,352 1,202,320 1,208,928 886,545
Earnings (loss) per unit (6.42) (81.92) (210.04) (31.74) 72.99
Distributions per unit 144.53 95.99 95.91 96.00 95.63
The above selected financial data should be read in connection with the
financial statements and related notes appearing elsewhere in this report.
5
Item 7. Management's Discussion and Analysis of Financial Condition and Results
-----------------------------------------------------------------------
of Operations
-------------
Results of Operations
Year Ended Year Ended Year Ended
Dec. 31, 2003 Dec. 31, 2002 Dec. 31, 2001
------------- ------------- -------------
Lease and notes receivable income $ 214,920 $ 516,009 $ 1,013,484
Gain (loss) on lease terminations 64,170 (87,784) (150,796)
Interest and other income 22,194 26,597 49,737
Management fees 39,082 58,390 74,249
Administrative service fees 153,600 194,500 156,000
Other general & administrative expenses 112,935 245,950 169,480
Interest expense -0- 25,387 123,879
Depreciation expense -0- -0- 394,481
Impairment loss -0- -0- 1,299,457
Provision for possible losses 75,000 945,700 1,327,901
The decrease in lease and notes receivable income in 2003 compared to prior
years is primarily due to a smaller portfolio of direct financing leases and
notes receivable. Income also decreased due to 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
$1,312,834 at December 31, 2003, $3,617,605 at December 31, 2002, and $8,247,891
at December 31, 2001. During 2002, the Partnership acquired equipment for direct
financing leases of $13,182 and issued notes receivable in the amount of
$76,226. During 2003, the Partnership acquired equipment for direct financing
leases of $37,931 and issued notes receivable in the amount of $41,000. Given
the current market in general as well as the specific telecommunications market,
the General Partner has determined to limit its investment in new leases and
notes receivable at this time. Interest and other income of $22,194 in 2003 is
primarily interest income on a money market account and other investments, late
charges on lease payments, and other income.
Certain lessees have requested early termination of their lease contracts with
the Partnership. When this occurs, the Partnership will always quote an amount
at least equal to the Partnership's net investment and typically an amount
exceeding the net investment. In some cases, lessees may experience financial
difficulty and the Partnership may sell the equipment or enter into a new
agreement with another lessee at a loss. As such, the Partnership's gain or loss
on lease terminations can and will vary from year to year based on the number of
requests received to terminate leases as well as the size of the contract being
terminated. The Partnership uses the cash generated from these early
terminations for various activities, including investing in other direct
financing leases and notes receivable, paying off debt, distributing cash to
partners, or other operating or financing activities. For 2003, the proceeds
from early contract terminations were $894,015, resulting in a gain of $64,170.
For 2002, the proceeds from early contract terminations were $1,226,909,
resulting in a loss of $87,784.
Management fees are paid to the General Partner and represent 2% of the gross
rental payments, note payments, and other financing payments received. Payments
received in the years ended December 31 are as follows:
2003 2002 2001
---- ---- ----
Rental and note payments received $ 1,954,100 $ 2,919,500 $ 3,712,450
The Partnership pays a monthly administrative service fee to the General
Partner, resulting in expense of $153,600 in 2003, $194,500 in 2002, and
$156,000 in 2001. This expense represents administrative fees paid monthly to
the General Partner for the operations of the Partnership as defined in the
Partnership Agreement.
6
Interest expense in 2003 was $0, compared to $25,387 in 2002 and $123,879 in
2001, and was the result of borrowings on the line of credit agreement. The line
of credit agreement was terminated and paid off entirely in June, 2002.
In November 2000, the Partnership exercised its right to manage the assets
leased to Alpha Telecommunications, Inc. ("ATI") due to nonpayment of
receivables. The Partnership engaged a company to oversee the operations of the
pay phone routes and to attempt to sell the equipment. Depreciation expense on
this equipment was $394,481 for 2001. In March of 2001 the Partnership signed an
agreement to sell a portion of these phones for $286,114. That sale resulted in
a loss of $115,476. In the fourth quarter of 2001, the Partnership agreed to
sell the remaining equipment to the company that was operating the phones for
$224,000. The Partnership wrote the equipment down to this sales price and
incurred an impairment loss of $1,124,457 on the equipment in 2001, in addition
to an impairment loss of $584,966 in 2000. During 2001, the additional losses on
this equipment were a result of a substantial loss in the number of operable
payphones and also due to the general decline in payphone equipment, as
described in item 1. Many payphone site owners signed contracts with other
payphone operators as a result of ATI's bankruptcy filing.
The Partnership repossessed equipment, primarily office furniture, from another
lessee during the third quarter of 2001. An impairment loss of $175,000 was
taken in 2001 to write this equipment down to its estimated value of $23,949 at
December 31, 2001. This equipment was sold in February, 2002 for $25,000.
The allowance for possible loan and lease losses is based upon a continuing
review of past loss experience, current economic conditions, and the underlying
asset values of the portfolio. At the end of each quarter a review of the
allowance account is conducted. The Partnership has a total allowance of
$555,101 ($32,954 relating to other receivables) or 40% of the portfolio of
leases and notes and other receivables as of December 31, 2003. The
Partnership's provision for possible loan and lease losses was $75,000 in 2003,
$945,700 in 2002, and $1,327,901 in 2001, and is the result of various lease and
note contract delinquencies and bankruptcy filings by several customers.
Management will continue to monitor the portfolio of leases and notes adjust the
allowance for possible loan and lease losses accordingly.
At December 31, 2003, three 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
$403,065. Management will continue to monitor the past due contracts and take
the necessary steps to protect the Partnership's investment.
The telecommunications industry has seen a significant downturn in recent years
that has adversely affected the Partnership. The net investment on the above
delinquencies of $403,065 represents approximately 31% of the Partnership's
total portfolio of leases and notes. Management believes its total allowance of
$555,101 is adequate for these customers and the remainder of the portfolio and
other receivables at December 31, 2003, 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 total allowance will not be necessary.
Other general and administrative expenses consists of legal and accounting, data
processing, insurance, office supplies, and other miscellaneous expenses. These
expenses totalled $112,935 in 2003, $245,950 in 2002, and $169,480 in 2001. The
increase in 2002 is primarily due to increased legal and repossession expenses
incurred as a result of the past due customers mentioned previously.
7
The General Partner is engaged directly for its own account in the business of
acquiring and leasing equipment. The General Partner also serves as the general
partner of Telecommunications Income Fund IX, L.P. ("TIF IX") and
Telecommunications Income Fund X, L.P. ("TIF X"), publicly owned limited
partnerships that are engaged in the equipment leasing business. Also, an
affiliate of the General Partner is the general partner of a privately offered
active limited partnership. As of December 31, 2003, the net proceeds of the
private program, TIF IX, and TIF X have been invested in specific equipment. TIF
IX is in its liquidation phase and must be dissolved by December 31, 2005. TIF X
is in its liquidation phase and was scheduled to liquidate by December 31, 2002.
TIF X did not liquidate by December 31, 2002 and did not ask the limited
partners to vote via a proxy statement to extend the Partnership; therefore the
Partnership will be liquidated as soon as feasibly possible. The activities of
the General Partner, in regards to its other leasing activities, has had no
impact on the Partnership to date in management's opinion.
The equipment that the Partnership leases is maintained by the lessee, and the
lessee is responsible for keeping the equipment upgraded with any improvements
that may be developed. The Partnership generally establishes the equipment's
residual value at 10% of the equipment's original cost. The Partnership
generally expects to realize the residual value by the sale of the equipment at
the expiration of the original lease term. The General Partner monitors the
maintenance and upgrades to the equipment and expects the Partnership to realize
residual values of at least 10%.
The General Partner is not aware of any regulatory issues that may have a
substantial negative impact on the telecommunications businesses to whom the
Partnership leases equipment. There are and will continue to be regulatory
issues in the telecommunications industry that the General Partner will monitor.
The equipment leases or notes acquired by the Partnership have been financed to
yield rates of return between 8% and 17%. The lease terms vary from 36 months to
60 months. The rate charged on a particular lease or note depends on the size of
the transaction and the financial strength of the lessee. Generally, before any
lease or note is approved, there is a review of the potential lessees' financial
statements, credit references are checked, and outside business and/or
individual credit reports are obtained.
Inflation affects the cost of equipment purchased and the residual values
realized when leases terminate and equipment is sold. The impact of inflation is
mitigated as any increases in lease related expenses are passed on to the
lessees through corresponding increases in rental rates as new leases are
entered into.
Berthel Fisher & Company (BFC), the parent of the General Partner, had
$2,242,000 of unsecured debt that was due December 31, 2002. This debt was
refinanced in January, 2004 with new notes payable due June, 2008. BFC raised
$725,000 under the debt offering and $712,000 of the $2,242,000 debt due in 2002
was rolled over into the new debt issue. In addition, BFC issued a note payable
to a bank for $1,000,000. The proceeds raised were used to payoff the $1,530,000
of unsecured debt that was not rolled over into the new debt issue.
Liquidity and Capital Resources
Year Ended Year Ended Year Ended
Major Cash Sources (Uses): Dec. 31, 2003 Dec. 31, 2002 Dec. 31, 2001
------------- ------------- -------------
Net cash from operating activities $ (88,816) $ 95,846 $ 320,471
Proceeds from line of credit borrowings -0- 1,146,090 2,604,209
Repayments/terminations of leases & notes 1,882,022 2,673,119 3,538,682
Acquisitions of equip for direct finance leases (37,931) (13,182) (793,134)
Issuance of Notes Receivable (41,000) (76,226) (532,249)
Repayments of line of credit borrowings -0- (2,044,963) (4,079,759)
Distributions & withdrawals paid to partners (1,792,745) (1,206,616) (1,307,217)
8
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 December 31, 2003, that working capital reserve, as defined, would
be $125,930, and the Partnership had $312,480 of cash and cash equivalents at
December 31, 2003.
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.
Cash flow from operating activities was a net use of cash of $88,816 for 2003
and is derived from the leasing operations of the Partnership, resulting from
the income from direct financing leases and notes receivable, less operating
expenses. During 2003, the Partnership used proceeds from the repayment and
termination of leases and notes to make distributions to the partners.
Given the current market in general as well as the specific telecommunications
market, the General Partner has determined to limit its investment in new leases
and notes receivable at this time. As cash is available, the General Partner
will continue to assess market conditions to determine whether to make
distributions or reinvest in new leases and notes receivable during the
remaining operating phase of the Partnership. In conjunction with this,
management has determined that the current level of monthly distributions cannot
be sustained. Beginning in 2004, the Partnership will only distribute cash as it
is available. As the portfolio of leases and notes receivable continues to
decline, it is expected that expenses will exceed revenues except to the extent
the Partnership is able to generate gains on termination.
The General Partner, has $1.9 million of notes payable due December 31, 2004 and
may not have sufficient liquid assets to repay the notes payable and could
impact its ability to continue as a going concern. The General Partner is
pursuing refinancing and other alternatives to meet its obligations. No
assurance can be provided that the General Partner will be successful in its
efforts.
9
Item 7A. 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 December 31, 2003.
Expected Fixed Rate Average
Maturity Date Notes Receivable Interest Rate
------------- ---------------- -------------
2004 $ 249,329 12.39%
2005 208,370 12.80%
2006 181,192 14.20%
2007 33,314 14.20%
-------------
Total $ 672,205
=============
Fair Value $ 349,000
=============
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 8. Financial Statements and Supplementary Data
-------------------------------------------
The following financial statements and related information as of and for the
years ended December 31, 2003, 2002, and 2001 are included in Item 8:
Independent Auditors' Reports
Balance Sheets
Statements of Operations
Statements of Changes in Partners' Equity
Statements of Cash Flows
Notes to Financial Statements
10
McGLADREY & PULLEN
CERTIFIED PUBLIC ACCOUNTANTS
Independent Auditor's Report
To the Partners
Telecommunications Income Fund XI, L.P.
Marion, Iowa
We have audited the accompanying balance sheet of Telecommunications Income Fund
XI, L.P. (the "Partnership") as of December 31, 2003, and the related statements
of operations, changes in partners' equity, and cash flows for the year then
ended. These financial statements are the responsibility of the Partnership's
management. Our responsibility is to express an opinion on these financial
statements based on our audit.
We conducted our audit in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audit provides a
reasonable basis for our opinion.
In our opinion, such financial statements present fairly, in all material
respects, the financial position of Telecommunications Income Fund XI, L.P. at
December 31, 2003, and the results of its operations and its cash flows for the
year then ended, in conformity with accounting principles generally accepted in
the United States of America.
/s/ McGladrey & Pullen, LLP
-----------------------------------
McGladrey & Pullen, LLP
Cedar Rapids, Iowa
January 29, 2004
McGladrey & Pullen, LLP is a member firm of RSM International - an affiliation
of separate and independent legal entities.
11
INDEPENDENT AUDITORS' REPORT
To the Partners
Telecommunications Income Fund XI, L.P.
We have audited the accompanying balance sheet of Telecommunications Income Fund
XI, L.P. (the "Partnership") as of December 31, 2002, and the related statements
of operations, changes in partners' equity and cash flows for each of the two
years in the period ended December 31, 2002. These financial statements are the
responsibility of the Partnership's management. Our responsibility is to express
an opinion on these financial statements based on our audits.
We conducted our audits in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, such financial statements present fairly, in all material
respects, the financial position of Telecommunications Income Fund XI, L.P. at
December 31, 2002, and the results of its operations and its cash flows for each
of the two years in the period ended December 31, 2002, in conformity with
accounting principles generally accepted in the United States of America.
/s/ DELOITTE & TOUCHE LLP
- --------------------------
DELOITTE & TOUCHE LLP
Cedar Rapids, Iowa
March 10, 2003
12
Telecommunications Income Fund XI, L.P.
Balance Sheets
December 31, 2003 and 2002
Assets 2003 2002
- ---------------------------------------------------------------------------------------
Cash and cash equivalents $ 312,480 $ 408,718
----------- -----------
Net investment in direct financing leases and
notes receivable (Note 2) 1,312,834 3,617,605
Allowance for possible loan and lease losses (Note 3) (522,147) (984,556)
----------- -----------
790,687 2,633,049
----------- -----------
Other receivables 56,388 82,931
----------- -----------
$ 1,159,555 $ 3,124,698
=========== ===========
Liabilities and Partners' Equity
- ---------------------------------------------------------------------------------------
Liabilities:
Due to affiliates $ 1,523 $ 2,065
Distributions payable to partners 98,584 98,952
Accounts payable and accrued expenses 38,616 113,371
Lease security deposits 18,622 36,392
----------- -----------
157,345 250,780
----------- -----------
Contingency (Note 11)
Partners' equity, 25,000 units authorized (Note 5):
General partner, 10 units issued and outstanding 1,405 2,914
Limited partners, 12,313 units issued and outstanding at
December 31, 2003; 12,359 units issued and outstanding
at December 31, 2002 1,000,805 2,871,004
----------- -----------
1,002,210 2,873,918
----------- -----------
$ 1,159,555 $ 3,124,698
=========== ===========
See Notes to Financial Statements.
13
Telecommunications Income Fund XI, L.P.
Statements of Operations
Years Ended December 31, 2003, 2002, and 2001
2003 2002 2001
- ---------------------------------------------------------------------------------------------------
Revenue:
Income from direct financing leases and
notes receivable $ 214,920 $ 516,009 $ 1,013,484
Gain (loss) on lease terminations 64,170 (87,784) (150,796)
Interest and other income 22,194 26,597 49,737
----------- ----------- -----------
Total revenue 301,284 454,822 912,425
----------- ----------- -----------
Expenses:
Management and administrative fees (Note 7) 192,682 252,890 230,249
Other general and administrative expenses 112,935 245,950 169,480
Interest expense -- 25,387 123,879
Depreciation expense (Note 4) -- -- 394,481
Impairment loss (Note 4) -- -- 1,299,457
Provision for possible loan and lease losses (Note 3) 75,000 945,700 1,327,901
----------- ----------- -----------
Total expenses 380,617 1,469,927 3,545,447
----------- ----------- -----------
Net (loss) $ (79,333) $(1,015,105) $(2,633,022)
=========== =========== ===========
Net (loss) allocated to:
General partner $ (64) $ (819) $ (2,094)
Limited partners (79,269) (1,014,286) (2,630,928)
----------- ----------- -----------
$ (79,333) $(1,015,105) $(2,633,022)
=========== =========== ===========
Net (loss) per partnership unit $ (6.42) $ (81.92) $ (210.04)
=========== =========== ===========
Weighted average partnership units outstanding 12,358 12,391 12,536
=========== =========== ===========
See Notes to Financial Statements.
14
Telecommunications Income Fund XI, L.P.
Statements of Changes in Partners' Equity
Years Ended December 31, 2003, 2002, and 2001
General
Partner Limited Partners Total
-------------------------- Partners'
(10 Units) Units Amount Equity
- ------------------------------------------------------------------------------------------------------------------
Net assets, December 31, 2000 $ 7,747 12,583 $ 9,026,340 $ 9,034,087
Distributions to partners ($95.91 per unit) (Note 5) (960) -- (1,201,360) (1,202,320)
Withdrawals of limited partners -- (181) (103,450) (103,450)
Net (loss) (2,094) -- (2,630,928) (2,633,022)
----------- ----------- ----------- -----------
Net assets, December 31, 2001 4,693 12,402 5,090,602 5,095,295
Distributions to partners ($95.99 per unit) (Note 5) (960) -- (1,188,392) (1,189,352)
Withdrawals of limited partners -- (43) (16,920) (16,920)
Net (loss) (819) -- (1,014,286) (1,015,105)
----------- ----------- ----------- -----------
Net assets, December 31, 2002 2,914 12,359 2,871,004 2,873,918
Distributions to partners ($144.53 per unit) (Note 5) (1,445) -- (1,784,619) (1,786,064)
Withdrawals of limited partners -- (46) (6,311) (6,311)
Net (loss) (64) -- (79,269) (79,333)
----------- ----------- ----------- -----------
Net assets, December 31, 2003 $ 1,405 12,313 $ 1,000,805 $ 1,002,210
=========== =========== =========== ===========
See Notes to Financial Statements.
15
Telecommunications Income Fund XI, L.P.
Statements of Cash Flows
Years Ended December 31, 2003, 2002, and 2001
2003 2002 2001
- ----------------------------------------------------------------------------------------------------
Cash Flows from Operating Activities:
Net (loss) $ (79,333) $(1,015,105) $(2,633,022)
Adjustments to reconcile net (loss) to net cash
provided by (used in) operating activities:
(Gain) loss on lease terminations (64,170) 87,784 150,796
Amortization of intangibles 1 8 63
Provision for possible loan and lease losses 75,000 945,700 1,327,901
Impairment loss -- -- 1,299,457
Depreciation -- -- 394,481
Changes in operating assets and liabilities:
Other receivables 54,983 41,470 (118,054)
Outstanding checks in excess of bank balance -- (12,586) (33,615)
Due to affiliates (542) (916) (3,556)
Accounts payable and accrued expenses (74,755) 49,491 (63,980)
----------- ----------- -----------
Net cash provided by (used in)
operating activities (88,816) 95,846 320,471
----------- ----------- -----------
Cash Flows from Investing Activities:
Purchases of equipment for direct financing leases (37,931) (13,182) (793,134)
Repayments of direct financing leases 754,923 1,006,583 1,719,419
Proceeds from termination of direct financing leases 894,015 1,226,909 1,634,435
Proceeds from sale of equipment under operating leases -- 23,949 324,040
Repayments of notes receivable 233,084 439,627 184,828
Issuance of notes receivable (41,000) (76,226) (532,249)
Net lease security deposits collected (paid) (17,770) (189,819) (75,025)
----------- ----------- -----------
Net cash provided by investing activities 1,785,321 2,417,841 2,462,314
----------- ----------- -----------
Cash Flows from Financing Activities:
Proceeds from borrowings -- 1,146,090 2,604,209
Repayment of borrowings -- (2,044,963) (4,079,759)
Distributions and withdrawals paid to partners (1,792,743) (1,206,616) (1,307,218)
----------- ----------- -----------
Net cash (used in) financing activities (1,792,743) (2,105,489) (2,782,768)
----------- ----------- -----------
Net increase (decrease) in cash and
cash equivalents (96,238) 408,198 17
Cash and cash equivalents:
Beginning 408,718 520 503
----------- ----------- -----------
Ending $ 312,480 $ 408,718 $ 520
=========== =========== ===========
(Continued)
16
Telecommunications Income Fund XI, L.P.
Statements of Cash Flows (Continued)
Years Ended December 31, 2003, 2002, and 2001
2003 2002 2001
- ------------------------------------------------------------------------------------------------
Supplemental Disclosure of Cash Flows Information,
cash payments for interest $ -- $ 30,066 $ 141,979
Supplemental Disclosures of Noncash Investing Activities:
Conversion of leases to equipment under operating lease -- -- 198,947
Conversion of equipment under operating leases to
note receivable -- -- 224,000
Conversion of leases to notes receivable -- 428,749 --
Reclassification of a portion of the allowance to
other receivables -- 61,395 --
See Notes to Financial Statements.
17
Telecommunications Income Fund XI, L.P.
Notes to Financial Statements
- --------------------------------------------------------------------------------
Note 1. Nature of Business and Significant Accounting Policies
Nature of business:
Telecommunications Income Fund XI, L.P. (the "Partnership") was formed on
August 26, 1997 under the Iowa Limited Partnership Act. The general partner
is Commercial Power Finance, Inc. (the "General Partner"), which changed
its name from Berthel Fisher & Company Leasing, Inc. in March 2004, an Iowa
corporation. During its offering period, the Partnership sold 12,583
limited partnership units at a price per unit of $1,000.
The Partnership operates in one segment. The Partnership's operations are
conducted throughout the United States. The Partnership primarily acquires
equipment for lease to third parties under a direct finance arrangement.
The Partnership will also provide financing to customers under a note
agreement. Certain agreements exceed 10% of the Partnership's direct
finance lease and notes receivable portfolio. On December 23, 2004 (or
earlier if the General Partner determines it to be in the Partnership's
best interest), the Partnership will cease reinvestment in equipment and
notes receivable and will begin the orderly liquidation of Partnership
assets. The Partnership must dissolve on December 31, 2012, or earlier,
upon the occurrence of certain events (see Note 5).
Significant accounting policies:
Use of estimates: The preparation of financial statements in conformity
with accounting principles generally accepted in the United States of
America requires management to make estimates and assumptions that affect
the reported amounts of assets and liabilities and disclosure of contingent
assets and liabilities at the date of the financial statements and the
reported amounts of revenues and expenses during the reporting period.
Actual results could differ significantly from those estimated. Material
estimates that are particularly susceptible to significant change in the
near-term relate to the determination of the allowance for possible loan
and lease losses and the estimated unguaranteed residual values of the
Partnership's leased equipment.
Most of the Partnership's leases and notes receivable are with customers
that are in the entrepreneurial stage, are highly leveraged, and require
financing in place of or to supplement financing from banks. Although the
Partnership attempts to mitigate its credit risk through the use of a
variety of commercial credit reporting agencies when processing the
applications of its customers, failure of the Partnership's customers to
make scheduled payments under their equipment leases and notes receivable
could have a material near-term impact on the allowance for possible loan
and lease losses.
Realization of residual values depends on many factors, several of which
are not within the Partnership's control, including general market
conditions at the time of the lease contract's expiration, whether there
has been unusual wear and tear on, or use of, the equipment, the cost of
comparable new equipment, the extent, if any, to which the equipment has
become technologically or economically obsolete during the contract term
and the effects of any additional or amended government regulations. Also,
the used equipment market, particularly the telecommunications market, can
be volatile. These factors, among others, could have a material near-term
impact on the estimated unguaranteed residual values.
18
Telecommunications Income Fund XI, L.P.
Notes to Financial Statements
- --------------------------------------------------------------------------------
Note 1. Nature of Business and Significant Accounting Policies (Continued)
Certain risk concentrations: The Partnership's portfolio of leases and
notes receivable are concentrated in pay telephones, industrial equipment,
and office and computer equipment representing approximately 71%, 13%, and
8% as of December 31, 2003 and 64%, 8%, and 21% of the portfolio as of
December 31, 2002, respectively.
Three customers account for approximately 36% of the Partnership's net
investment in direct financing leases and notes receivable portfolio at
December 31, 2003. (Two customers represented 23% at December 31, 2002.)
Related party transactions: In fulfilling its role as general partner,
Commercial Power Finance, Inc. enters into transactions with the
Partnership in the normal course of business. Further, the Partnership
enters into transactions with affiliates of Commercial Power Finance, Inc.
These transactions are set forth in the notes that follow. Management is of
the opinion that these transactions are in accordance with the terms of the
Agreement of Limited Partnership.
Cash and cash equivalents: The Partnership considers all highly liquid
investments with a maturity of three months or less when purchased to be
cash equivalents.
Net investment in direct financing leases: The Partnership's primary
activity consists of leasing equipment under direct financing leases
generally over a period of three to five years. At the time of closing a
direct financing lease, the Partnership records the gross lease contract
receivable, the estimated unguaranteed residual value and unearned lease
income. The unearned lease income represents the excess of the gross lease
receivable plus the estimated unguaranteed residual value over the cost of
the equipment leased. In addition, the Partnership capitalizes all initial
direct costs associated with originating the direct financing lease. The
unearned income and initial direct costs are amortized to income over the
lease term so as to produce a constant periodic rate-of-return on the net
investment in the lease. Lessees are responsible for all taxes, insurance,
and maintenance costs.
The realization of the estimated unguaranteed residual value of Ieased
equipment depends on the value of the leased equipment at the end of the
lease term and is not a part of the contractual agreement with the lessee.
Estimated residual values are based on estimates of amounts historically
realized by the Partnership for similar equipment and are periodically
reviewed by management for possible impairment.
Notes receivable: Notes receivable are carried at the principal balance
outstanding. Interest income on notes receivable is accrued based on the
principal amount outstanding.
Allowance for possible loan and lease losses: The Partnership performs
credit evaluations prior to approval of a loan and lease. Subsequently, the
creditworthiness of the customer and the value of the underlying assets are
monitored on an ongoing basis. Under its lease agreements, the Partnership
retains legal ownership of the leased asset. The Partnership maintains an
allowance for possible loan and lease losses which could arise should
customers become unable to discharge their obligations under the loan and
lease agreements. The allowance for possible loan and lease losses is
maintained at a level deemed appropriate by management to provide for known
and inherent risks in the loan and lease portfolio. The allowance is based
upon a continuing review of past loss experience, current economic
conditions, delinquent loans and leases, an estimate of potential loss
exposure on significant customers in adverse situations, and the underlying
asset value. The consideration of such future probable losses also includes
an evaluation for other than temporary declines in value of the underlying
assets. Loans and leases, which are deemed uncollectible, are charged off
and deducted from the allowance. The provision for possible loan and lease
losses and recoveries are added to the allowance.
19
Telecommunications Income Fund XI, L.P.
Notes to Financial Statements
- --------------------------------------------------------------------------------
Note 1. Nature of Business and Significant Accounting Policies (Continued)
Tax status: Under present income tax laws, the Partnership is not liable
for income taxes, as each partner recognizes a proportionate share of the
Partnership income or loss in their income tax return. Accordingly, no
provision for income taxes is made in the financial statements of the
Partnership.
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' units).
Note 2. 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 at December 31, 2003 and 2002:
2003 2002
----------- -----------
Minimum lease payments receivable $ 683,634 $ 2,343,231
Estimated unguaranteed residual values 65,187 242,762
Unamortized initial direct costs -- 1
Unearned income (108,192) (360,026)
Notes receivable collateralized primarily by pay phone
equipment and related site agreements, 8% to 17.2%,
maturing through 2007 672,205 1,391,637
Net investment in direct financing leases and
notes receivable $ 1,312,834 $ 3,617,605
=========== ===========
As of December 31, 2003, the contractual principal maturities of notes
receivable, the future minimum payments to be received under direct financing
leases, and the estimated unguaranteed residuals to be realized at the
expiration of direct financing leases are as follows:
Minimum Estimated
Contractual Lease Unguaranteed
Principal Payments Residual
Maturities Receivable Values
--------------------------------------------------
Year ending December 31:
2004 $ 249,329 $ 452,121 $ 49,685
2005 208,370 185,366 13,997
2006 181,192 37,396 1,504
2007 33,314 8,078 --
2008 -- 673 1
---------- ---------- -----------
672,205 683,634 65,187
========== ========== ===========
The Partnership leases equipment to certain companies for which the General
Partner or its affiliates have an ownership interest in, provide financing to,
or provide investment advisory services for such companies. The Partnership's
net investment in direct financing leases with these companies approximated none
and $127,978 as of December 31, 2003 and 2002, respectively.
20
Telecommunications Income Fund XI, L.P.
Notes to Financial Statements
- --------------------------------------------------------------------------------
Note 2. Net Investment in Direct Financing Leases and Notes Receivable
(Continued)
One customer accounting for 10% or more of the amount of income from direct
financing leases and notes receivable during one or more of the periods
presented is as follows:
2003 2002 2001
------------ ------------ ------------
Customer A
-- % 11% 4%
Note 3. Allowance for Possible Loan and Lease Losses
The changes in the allowance for possible loan and lease losses for the years
ended December 31, 2003, 2002, and 2001 are as follows:
2003 2002 2001
------------ ------------ ------------
Balance, beginning $ 984,556 $ 2,059,034 $ 739,699
Provision 75,000 945,700 1,327,901
Charge-offs, net of recoveries (565,849) (1,958,783) (8,566)
Reclassification to other receivables 28,440 (61,395) --
------------ ------------ ------------
Balance, ending $ 522,147 $ 984,556 $ 2,059,034
============ ============ ============
The allowance for possible loan and lease losses consisted of specific
allowances for leases and notes receivable of $484,057, $733,370, and $1,706,000
and a general unallocated allowance of $38,090, $251,186, and $353,034,
respectively, at December 31, 2003, 2002, and 2001.
As of December 31, 2003, the Partnership had three customers with payments over
90 days past due or that have filed bankruptcy. The Partnership's net investment
in lease contracts or notes receivable with these customers totaled $403,064.
Management has provided a specific allowance of $332,000 at December 31, 2003
related to these customers. As of December 31, 2002, the Partnership had nine
customers with payments over 90 days past due or that have filed bankruptcy. The
Partnership's net investment in lease contracts or notes receivable with these
customers totaled $988,448. Management has provided a specific allowance of
$553,000 at December 31, 2002 related to these customers. Management believes
that the underlying collateral is adequate to recover the Partnership's net
investment for the remaining balances. As of December 31, 2001, the Partnership
had eight customers with payments over 90 days past due or that have filed
bankruptcy subsequent to year-end through March 1, 2002. The Partnership's net
investment in lease contracts or notes receivable with these customers totaled
$3,209,236. Management has provided a specific allowance of $1,706,000 at
December 31,2001 related to these customers. If a lease or note receivable is
past due more than 90 days, the Partnership discontinues recognizing income on
the contract.
21
Telecommunications Income Fund XI, L.P.
Notes to Financial Statements
- --------------------------------------------------------------------------------
Note 4. Equipment under Operating Lease
In November 2000, the Partnership exercised its right to manage the assets
leased to Alpha Telecommunications, Inc. due to nonpayment of lease receivables.
The remaining net equipment cost, representing primarily pay phones, was
expected by management to be recovered through the operation and/or sale of the
equipment at December 31, 2000. Such equipment cost was adjusted for an
impairment loss of $584,966, to reflect management's estimated fair market value
of the equipment. In March 2001, a portion of the equipment was sold for
$286,114 and the Partnership recorded a loss of $115,476. The equipment was
depreciated in the amount of $394,481 during 2001 and additional impairments
were recorded during the second and third quarters totaling $1,124,457 to the
expected sales price. The remainder of the equipment was sold for $224,000 in
2001 at no gain or loss to the Partnership.
The significant impairment loss in 2001 discussed above resulted because the pay
phone site lease contracts were not accepted by the trustee during the
bankruptcy of Alpha Telecommunications, Inc. Without the contracts in place, the
value of the payphones decreased significantly. Additionally, the market value
of pay phones decreased due to the general decline experienced in the industry.
In September 2001, the Partnership exercised its right to repossess the assets
leased to a lessee due to nonpayment of lease receivables. Such equipment cost
was adjusted for an impairment loss of $175,000, to reflect management's
estimated fair market value of the equipment of $23,949 at December 31, 2001.
This equipment was sold in February 2002 for $25,000.
Note 5. Limited Partnership Agreement
The Partnership was formed pursuant to an Agreement of Limited Partnership dated
as of August 26, 1997 (Agreement). The Agreement outlines capital contributions
to be made by the partners and the allocation of cash distributions, net income,
and net loss to the partners. Capital contributions by the partners to the
partnership will consist of the $10,000 contributed by the General Partner and
the amounts contributed by limited partners for the purchase of their units
($1,000 per unit).
Net income or net loss allocated to the limited partners (and to the General
Partner) is apportioned among them based on the number of units held and on the
number of days within the fiscal year that they were limited partners. Any
Partnership net loss will first be allocated to the partners to the extent of
their positive capital accounts. Any additional Partnership net loss will be
allocated to the General Partner. Any Partnership net income will first be
allocated to partners with negative capital accounts in proportion to, and to
the extent of, such negative capital accounts. Except as provided below, any
Partnership net income will then be allocated to the partners. During the
liquidating phase of the Partnership, net income earned that results in
Partnership assets to be distributed 80% to the limited partners and 20% to the
General Partner will be allocated 80% to the limited partners and 20% to the
General Partner.
A partner's share of profits, losses, and operating distributions to partners
(distributions of up to 9.6% annually made during the operating phase) is based
upon the amount of each partner's adjusted capital contribution (a partner's
capital contribution, reduced by all payments to the partner that qualify as a
liquidating distribution or return of capital) and each limited partner's
admission date (the date a limited partner is admitted to the Partnership).
22
Telecommunications Income Fund XI, L.P.
Notes to Financial Statements
- --------------------------------------------------------------------------------
Note 5. Limited Partnership Agreement (Continued)
During the Partnership's operating phase, to the extent there is cash available
for distribution, cash distributions will be made on a monthly basis in the
following order of priority: first, to reimburse the General Partner for
administrative services it provides to the Partnership, as further described in
the Agreement (see Note 7); second, to the limited partners up to amounts
representing a 9.6% cumulative annual return on their adjusted capital
contribution (as defined); and, third, to the General Partner, representing a
monthly equipment management fee of 2% of the gross rental payments received by
the Partnership (see Note 7). To the extent that cash is not available to pay
all or a portion of the equipment management fee pursuant to the above priority
distributions, such fee will accrue and accumulate. Any remaining cash
distributions after payment of the above (including arrearages) will be paid, at
the discretion of the General Partner, to the limited partners.
The Partnership will cease reinvesting in assets and will not enter into
additional leases during the liquidating phase. The liquidating phase shall
begin at any time after June 23, 2003 (or earlier if the General Partner
determines it to be in the Partnership's best interest), but no later than
December 23, 2004. During the liquidating phase, the Partnership will proceed
with all due and deliberate speed and care to wind up the Partnership's affairs
and to convert all of the Partnership's assets into cash. Operating
distributions will not be paid during the liquidating phase.
During the liquidating phase, amounts available to be distributed among the
partners after satisfaction of all Partnership liabilities and obligations
and/or the provision of reserves for future or contingent Partnership
liabilities will be distributed in order of priority as follows:
o First, payment of the General Partner's expense reimbursement;
o Second, payment to the partners, to the extent necessary to pay to the
partners during the term of their investment in the Partnership,
operating distributions of 8% annually (on a cumulative, compounded
daily basis) on their adjusted capital contributions;
o Third, payment to the partners of 100% of their adjusted capital
contributions to the Partnership;
o Fourth, payment to the partners to the extent they have not received,
during the term of their investment in the Partnership, distributions
totaling 9.6% annually (calculated only through the end of the
operating phase), noncompounded, on their adjusted capital
contributions;
o Fifth, payment to the General Partner of any unpaid arrearages in its
management fee; and
o Sixth, payment of any remaining amounts will be made 80% to the
limited partners and 20% to the General Partner; provided, however,
the General Partner will not receive its share of these remaining
amounts until such time as the limited partners have received
operating distributions and liquidating distributions equal to their
capital contributions plus 9.6% annually (calculated only through the
end of the operating phase), noncompounded, on their adjusted capital
contributions.
23
Telecommunications Income Fund XI, L.P.
Notes to Financial Statements
- --------------------------------------------------------------------------------
Note 6. 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 to increase the
available amount from $2,000,000 to $4,400,000 (limited by 32% of qualified
accounts) and extend the maturity from June 30, 2000 to June 30, 2002. The line
of credit agreement bore interest at I % over the prime rate (combined rate of
5.75% at December 31, 2001), with a $4,000 minimum monthly interest charge, and
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. The line of credit was terminated in June 2002.
Note 7. Management and Service Agreements
The Partnership paid the General Partner acquisition fees of 5% of the cost of
equipment financing provided by the Partnership, which was $559, $1,033, and
$34,714 for the years ended December 31, 2003, 2002, and 2001, respectively.
The Partnership also pays an equipment management fee equal to 2% of the amount
of gross rental payments received, to the General Partner. During the years
ended December 31, 2003, 2002, and 2001, those management fees aggregated
$39,082, $58,390, and $74,249, respectively.
In addition, the General Partner is reimbursed for certain other costs under an
administrative services agreement. Amounts incurred by the Partnership pursuant
to this agreement amounted to $153,600, $194,500, and $156,000 for the years
ended December 31, 2003, 2002, and 2001, respectively.
Note 8. Reconciliation of Financial and Income Tax Reporting Basis
A reconciliation of net loss for financial reporting purposes with the related
amount reported for income tax purposes for the years ended December 31, 2003,
2002, and 2001 is as follows:
2003 2002 2001
--------------------------- --------------------------- ---------------------------
Amount Per Unit Amount Per Unit Amount Per Unit
----------- ----------- ----------- ----------- ----------- -----------
Net loss for financial reporting
purposes $ (79,333) $ (6.42) $(1,015,105) $ (81.92) $(2,633,022) $ (210.04)
Adjustments to convert direct
financing leases to operating
leases for income tax purposes
537,837 43.52 (136,703) (11.03) (1,792,061) (142.95)
Net change in allowance for
possible loan and lease losses
(372,964) (30.18) (1,074,478) (86.71) 1,319,335 105.24
Impairment loss on equipment
-- -- -- -- 1,299,457 103.66
Gain (loss) on lease terminations
(117,886) (9.54) 1,132,407 91.38 19,016 1.52
----------- ----------- ----------- ----------- ----------- -----------
Net (loss) for income tax
reporting purposes (32,346) (2.62) (1,093,879) (88.28) (1,787,275) (142.57)
=========== =========== =========== =========== =========== ===========
24
Telecommunications Income Fund XI, L.P.
Notes to Financial Statements
- --------------------------------------------------------------------------------
Note 9. Disclosure About Fair Value of Financial Instruments
The fair value amounts disclosed below are based on estimates prepared by
management based on valuation methods appropriate in the circumstances.
Accounting principles generally accepted in the United States of America do not
require disclosure for lease contracts. The carrying amount for financial
instruments included among cash and cash equivalents, other receivables and
short-term payables approximates their fair value because of the short maturity
of those instruments. The estimated fair value of notes receivable is based
principally on discounted future cash flows at rates commensurate with the
credit and interest rate risk involved.
The estimated fair values of the Partnership's other significant financial
instruments are as follows at December 31, 2003 and 2002:
2003 2002
------------------------------ -----------------------------
Carrying Fair Carrying Fair
Amount Value Amount Value
------------------------------ -----------------------------
Notes receivable $ 672,205 $ 349,000 $ 1,391,637 $ 1,014,000
Note 10. Quarterly Financial Information (Unaudited)
First Second Third Fourth Fifth
------------------------------------------------------------------------------
2003
------------------------------------------------------------------------------
Revenues $ 144,531 $ 62,840 $ 53,797 $ 40,116 $ 301,284
Expenses 120,551 68,021 65,524 126,521 380,617
Net income (loss) 23,980 (5,181) (11,727) (86,405) (79,333)
Net income (loss) per partnership unit $ 1.94 $ (0.42) $ (0.95) $ (7.00) $ (6.42)
Expenses for the fourth quarter of 2003 include a provision for possible loan
and lease losses of $71,000, primarily the result of a deteriorated value of the
phones under certain lease and note contracts.
First Second Third Fourth Fifth
------------------------------------------------------------------------------
2002
------------------------------------------------------------------------------
Revenues $ 188,088 $ 174,022 $ 105,529 $ (12,817) $ 454,822
Expenses 328,147 748,483 207,037 186,260 1,469,927
Net (loss) (140,059) (574,461) (101,508) (199,077) (1,015,105)
Net (loss) per partnership unit $ (11.29) $ (46.35) $ (8.19) $ (16.09) $ (81.92)
Expenses for the second quarter of 2002 include a provision for possible loan
and lease losses of $575,000, primarily the result of a significantly
deteriorated value of the phones and other equipment under certain lease and
note contracts.
25
Telecommunications Income Fund XI, L.P.
Notes to Financial Statements
- --------------------------------------------------------------------------------
Note 11. Contingency
Berthel Fisher & Company (BFC), the parent of the General Partner, had
$2,242,000 of unsecured debt that was due December 31, 2002. This debt was
refinanced in January 2004 with new notes payable due June 2008. BFC raised
$725,000 under the debt offering and $712,000 of the $2,242,000 debt due in 2002
was rolled over into the new debt issue. In addition, BFC issued a note payable
to a bank for $1,000,000. The proceeds raised were used to payoff the $1,530,000
of unsecured debt that was not rolled over into the new debt issue.
The General Partner has $1,900,000 of notes payable due December 31, 2004 and
may not have sufficient liquid assets to repay the notes payable and could
impact its ability to continue as a going-concern. The General Partner is
pursuing refinancing and other alternatives to meet its obligations. No
assurance can be provided that the General Partner will be successful in its
efforts.
26
Item 9. Changes in and Disagreements with Accountants on Accounting and
---------------------------------------------------------------
Financial Disclosure
--------------------
On October 13, 2003, Telecommunications Income Fund XI, L.P. notified Deloitte &
Touche (Deloitte) that it would be dismissing Deloitte and appointing a new
independent certifying accountant for the current fiscal year. The Partnership
has engaged McGladrey & Pullen, LLP as its new independent certifying accountant
for the current fiscal year.
Prior to such notification, the Partnership did not consult with McGladrey &
Pullen, LLP regarding the application of accounting principles to a specific
completed or contemplated transaction or any matter that was either the subject
of a disagreement or a reportable event. The Partnership also did not consult
with McGladrey & Pullen, LLP regarding the type of opinion that might be
rendered on the Partnership's financial statements.
The reports of Deloitte on the Partnership's financial statements for the fiscal
years ended December 31, 2002 and 2001 contained no adverse opinion or
disclaimer of opinion and were not qualified or modified as to uncertainty,
audit scope or accounting principles. In connection with its audits for the
fiscal years ended December 31, 2002 and 2001 and the subsequent interim
accounting period preceding the Partnership's notification to Deloitte of its
intention to dismiss such firm, there has been no disagreements with Deloitte on
any matter of accounting principles or practices, financial statement
disclosure, or auditing scope or procedure that, if not resolved to the
satisfaction of Deloitte, would have caused such firm to make reference to the
subject matter of the disagreement(s) in connection with this report.
The Audit Committee of the Parent of the General Partner participated in and
approved the decision to change the Partnership's external auditors and the
Board made the appointment.
Item 9A. Controls and Procedures
-----------------------
Evaluation of Disclosure Controls and Procedures
An evaluation was performed under the supervision and with the participation of
the Partnership's management, including the Chief Executive Officer (CEO) and
Chief Financial Officer (CFO), of the effectiveness of our disclosure controls
and procedures. Based on that evaluation, the CEO and CFO concluded that as of
the end of the period covered by this report, our disclosure controls and
procedures are effective to provide reasonable assurance that information
required to be disclosed by us in reports that we file or submit under the
Securities Exchange of 1934 is recorded, processed, summarized, and timely
reported as provided in the SEC's rules and forms.
Changes in Internal Controls
No changes occurred since the quarter ended September 30, 2003 in our internal
controls over financial reporting that have materially affected, or are
reasonably likely to materially affect, our internal control over financial
reporting.
27
Part III
Item 10. Directors and Executive Officers of the Registrant
--------------------------------------------------
A. The General Partner of the registrant:
Commercial Power Finance, Inc., an Iowa corporation.
B. Executive officers of the General Partner of the Registrant:
Thomas J. Berthel (age 52) - Mr. Berthel is the Chief Executive Officer,
President, and Director of the General Partner, a position he has held since the
General Partner's inception in 1988. Mr. Berthel is also President and a
Director of the General Partner's parent, Berthel Fisher & Company ("Berthel
Fisher"), which he founded in 1985, and Berthel Fisher's other subsidiaries,
Berthel Fisher & Company Financial Services, Inc.; Berthel Fisher & Company
Management Corp.; Berthel Fisher & Company Planning, Inc.; and one other
corporation which acts as general partner of a separate private program. He also
serves as the Chairman of the Board and Director of Amana Colonies Golf Course,
Inc. Mr. Berthel holds a bachelor's degree from St. Ambrose College in
Davenport, Iowa (1974). From 1974 to 1982, Mr. Berthel was President and
majority shareholder of Insurance Planning Services Corporation in Maquoketa,
Iowa, which was engaged in the operation of a securities and insurance business.
Mr. Berthel holds a Financial and Operation Principal license issued by the
National Association of Securities Dealers, Inc. Mr. Berthel is also a Certified
Life Underwriter. Mr. Berthel also serves as an individual general partner of
the limited partnership referred to above. Mr. Berthel received a MBA degree
from the University of Iowa in 1993.
Ronald O. Brendengen (age 49) - Mr. Brendengen is the Treasurer, Chief Operating
Officer, Chief Financial Officer, and a Director (1988 to present) of the
General Partner. He was elected to his current offices in October 1996. He
served as Treasurer and Chief Financial Officer since October 1996. He has also
served as Secretary (1994 - March, 1995), Treasurer (1988-August 1995) and Chief
Financial Officer (1994 - August 1995) of the General Partner. He served as
Controller (1985-1993), Treasurer (1987-present), Chief Financial Officer,
Secretary and a Director (1987-present), and was also elected Chief Operating
Officer in January 1998, of Berthel Fisher & Company, the parent company of the
General Partner. Mr. Brendengen serves as the Treasurer, Chief Financial Officer
and a Director of Berthel Fisher & Company Planning, Inc., the trust advisor of
Berthel Growth & Income Trust I, a company required to file reports pursuant to
the Securities Exchange Act of 1934. He also serves in various offices and as a
Director of each subsidiary of Berthel Fisher & Company. Mr. Brendengen holds a
certified public accounting certificate and worked in public accounting during
1984 and 1985. From 1979 to 1984, Mr. Brendengen worked in various capacities
for Morris Plan and MorAmerica Financial Corp., Cedar Rapids, Iowa. Mr.
Brendengen attended the University of Iowa before receiving a bachelor's degree
in Accounting and Business Administration with a minor in Economics from Mt.
Mercy College, Cedar Rapids, Iowa, in 1978.
28
Item 11. Executive Compensation
----------------------
Set forth is the information relating to all direct remuneration paid or accrued
by the Registrant during the last three years to the General Partner:
(A) (B) (C) (C1) (C2) (D)
Securities of
property
insurance Aggregate
benefits or of
Cash and cash reimbursement contingent
Name of individual Year equivalent forms personal or forms of
and capacities served Ended of remuneration Fees benefits remuneration
- --------------------------------------------------------------------------------------------------------------------------
Commercial Power Finance, Inc. 2003 $ -0- $ 192,682 $ -0- $ -0-
(General Partner) 2002 $ -0- $ 252,890 $ -0- $ -0-
2001 $ -0- $ 230,249 $ -0- $ -0-
29
Item 12. Security Ownership of Certain Beneficial Owners and Management
--------------------------------------------------------------
(a) No person owns of record, or is known by the Registrant to own
beneficially, more than five percent of the Partnership Units.
(b) The General Partner of the Registrant owns Units of the Registrant
set forth in the following table.
(1) (2) (3) (4)
Name and Address of Amount and Nature of
Title of Class Beneficial Ownership Beneficial Ownership Percent of Class
- -------------- -------------------- -------------------- ----------------
Units Commercial Power Finance, Inc. Ten (10) Units; .08%
701 Tama Street sole owner.
Marion, IA 52302
Item 13. Certain Relationships and Related Transactions
----------------------------------------------
Related party transactions are described in Notes 2 and 7 of the notes to the
financial statements.
Item 14. Principal Accountant Fees and Services
--------------------------------------
Audit and Non-Audit Fees
The following table presents fees for professional audit services rendered by
McGladrey & Pullen, LLP for the audit of Telecommunications Income Fund XI, L.P.
annual financial statements for the year ended December 31, 2003, and fees
billed for other services rendered by McGladrey & Pullen, LLP and RSM McGladrey,
Inc. (an affiliate of McGladrey & Pullen, LLP).
2003
- --------------
Audit Fees (1) $ 29,500
Audit-Related Fees -0-
Tax Services -0-
All Other Fees -0-
(1) Audit fees consist of fees for professional services rendered for the audit
of Telecommunications Income Fund XI, L.P.'s (the "Partnership") financial
statements and review of financial statements included in Partnership's third
quarter report and services normally provided by the independent auditor in
connection with statutory and regulatory filings or engagements.
30
Part IV
Item 15. Exhibits, Financial Statement Schedules, and Reports on Form 8-K
(a) 1. Financial Statements
Page No.
Balance Sheets as of December 31, 2003 and 2002 13
Statements of Operations for the years ended
December 31, 2003, 2002, and 2001 14
Statements of Changes in Partners' Equity for the years ended
December 31, 2003, 2002, and 2001 15
Statements of Cash Flows for the years ended
December 31, 2003, 2002, and 2001 16
Notes to Financial Statements 18
2. Financial Statements Schedules
Information pursuant to Rule 12-09 (Schedule II) is included in the
financial statements and notes thereto.
3. Exhibits
3,4 Amended and Restated Agreement of Telecommunications Income
Fund XI, L.P. currently in effect dated as of November 26, 1997 (1)
10.3 Revolving Loan and Security Agreement incorporated herein by
reference to the Partnership's Form 10-Q filed on May 13, 1999
31.1 Certification of Chief Executive Officer
31.2 Certification of Chief Financial Officer
32.1 Certification of Chief Executive Officer Pursuant to 18
U.S.C. Section 1350
32.2 Certification of Chief Financial Officer Pursuant to 18
U.S.C. Section 1350
(b) Reports on Form 8-K
A report was filed on October 16, 2003 for a Change in Registrant's
Certifying Accountant.
- --------------------------------
(1) Incorporated herein by reference to Exhibit A in the Partnership's
registration statement on Form S-1, effective November 26,1997
31
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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)
By Commercial Power Finance, Inc.
By: /s/ Thomas J. Berthel Date: March 29, 2004
--------------------------------
Thomas J. Berthel
President, Chief Executive Officer
By Commercial Power Finance, Inc.
By: /s/ Ronald O. Brendengen Date: March 29, 2004
--------------------------------
Ronald O. Brendengen
Chief Operating Officer,
Chief Financial Officer, Treasurer
Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the Registrant and
in the capacities and on the dates indicated.
/s/ Thomas J. Berthel Date: March 29, 2004
- ------------------------------------
Thomas J. Berthel
Chief Executive Officer,
President, Director
Commercial Power Finance, Inc.
Corporate General Partner
/s/ Ronald O. Brendengen Date: March 29, 2004
- ------------------------------------
Ronald O. Brendengen
Chief Operating Officer,
Chief Financial Officer,
Treasurer, Director
Commercial Power Finance, Inc.
Corporate General Partner
/s/ Daniel P. Wegmann Date: March 29, 2004
- ------------------------------------
Daniel P. Wegmann
Controller
Commercial Power Finance, Inc.
Corporate General Partner
/s/ Leslie D. Smith Date: March 29, 2004
- ------------------------------------
Leslie D. Smith
Director
Commercial Power Finance, Inc.
Corporate General Partner
32
Exhibit 32.2