IEA INCOME FUND XI LP
10-Q, 1997-11-10
EQUIPMENT RENTAL & LEASING, NEC
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<PAGE>   1
                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                    FORM 10-Q


[X]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
     ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 1997

                                       OR

[ ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
     EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM _______ TO ______


                         Commission file number 0-19770

                            IEA INCOME FUND XI, L.P.
             (Exact name of registrant as specified in its charter)


         California                                94-3122430
(State or other jurisdiction of                  (I.R.S. Employer
incorporation or organization)                   Identification No.)

         444 Market Street, 15th Floor, San Francisco, California 94111
               (Address of principal executive offices) (Zip Code)

                                 (415) 677-8990
              (Registrant's telephone number, including area code)


Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes [X]. No [ ].


<PAGE>   2
                            IEA INCOME FUND XI, L.P.

                      REPORT ON FORM 10-Q FOR THE QUARTERLY
                         PERIOD ENDED SEPTEMBER 30, 1997

                                TABLE OF CONTENTS


<TABLE>
<CAPTION>
                                                                                                                PAGE
                                                                                                                ----
<S>                                                                                                             <C>
PART I - FINANCIAL INFORMATION

Item 1.  Financial Statements

         Balance Sheets - September 30, 1997 (unaudited) and December 31, 1996                                    4

         Statements of Operations for the three and nine months ended September 30, 1997 and 1996 (unaudited)     5

         Statements of Cash Flows for the nine months ended September 30, 1997 and 1996 (unaudited)               6

         Notes to Financial Statements (unaudited)                                                                7

Item 2.  Management's Discussion and Analysis of Financial Condition and Results Operations                      10


PART II - OTHER INFORMATION

Item 6.  Exhibit and Reports on Form 8-K                                                                         13
</TABLE>


                                       2


<PAGE>   3
                         PART I - FINANCIAL INFORMATION


Item 1.  Financial Statements

         Presented herein are the Registrant's balance sheets as of September
         30, 1997 and December 31, 1996, statements of operations for the three
         and nine-month periods ended September 30, 1997 and 1996, and
         statements of cash flows for the nine months ended September 30, 1997
         and 1996.


                                       3


<PAGE>   4
                            IEA INCOME FUND XI, L.P.

                                 BALANCE SHEETS

                                   (UNAUDITED)


<TABLE>
<CAPTION>
                                                       September 30,      December 31,
                                                          1997               1996
                                                       ------------       -----------
<S>                                                    <C>                <C>        
               Assets
Current assets:
   Cash and cash equivalents, includes $1,059,797
      at September 30, 1997 and $1,605,226 at
      December 31, 1996 in interest-bearing
      accounts                                         $  1,275,369       $ 1,605,557
   Net lease receivables due from Leasing Company
      (notes 1 and 2)                                       654,062           738,235
                                                       ------------       -----------

         Total current assets                             1,929,431         2,343,792
                                                       ------------       -----------

Container rental equipment, at cost                      35,936,805        35,888,165
   Less accumulated depreciation                         12,639,851        11,163,236
                                                       ------------       -----------
      Net container rental equipment                     23,296,954        24,724,929
                                                       ------------       -----------

Organizational costs, net                                         -            25,624
                                                       ------------       -----------

                                                       $ 25,226,385       $27,094,345
                                                       ============       ===========

  Liabilities and Partners' Capital

Current liabilities:
   Accrued expenses                                    $     75,000       $    75,000
                                                       ------------       -----------

         Total current liabilities                           75,000            75,000
                                                       ------------       -----------

Partners' capital (deficit):
   General partner                                          (18,656)               24
   Limited partners                                      25,170,041        27,019,321
                                                       ------------       -----------

         Total partners' capital                         25,151,385        27,019,345
                                                       ------------       -----------

                                                       $ 25,226,385       $27,094,345
                                                       ============       ===========
</TABLE>


   The accompanying notes are an integral part of these financial statements.


                                       4


<PAGE>   5
                            IEA INCOME FUND XI, L.P.

                            STATEMENTS OF OPERATIONS

                                   (UNAUDITED)


<TABLE>
<CAPTION>
                                                     Three Months Ended                 Nine Months Ended
                                               -----------------------------    -----------------------------
                                               September 30,   September 30,    September 30,   September 30,
                                                   1997             1996            1997             1996
                                               -------------   -------------    -------------   -------------
<S>                                              <C>             <C>             <C>               <C>       
Net lease revenue (notes 1 and 3)                $ 807,236       $  933,405      $ 2,330,110       $2,956,602
Other operating expenses:
  Depreciation                                     524,008          559,167        1,602,096        1,678,189
  Other general and administrative expenses         17,257           18,826           54,208           52,681
                                                 ---------       ----------      -----------       ----------
                                                   541,265          577,993        1,656,304        1,730,870
                                                 ---------       ----------      -----------       ----------
    Earnings from operations                       265,971          355,412          673,806        1,225,732
Other income (expense):
  Interest income                                   14,572           22,806           48,168           71,746
  Net gain (loss) on disposal of equipment         (14,503)          20,718          (11,229)          23,841
                                                 ---------       ----------      -----------       ----------
                                                        69           43,524           36,939           95,587
                                                 ---------       ----------      -----------       ----------
    Net earnings                                 $ 266,040       $  398,936      $   710,745       $1,321,319
                                                 =========       ==========      ===========       ==========
Allocation of net earnings:
  General partner                                $  32,047       $   65,900      $   110,255       $  176,453
  Limited partners                                 233,993          333,036          600,490        1,144,866
                                                 ---------       ----------      -----------       ----------
                                                 $ 266,040       $  398,936      $   710,745       $1,321,319
                                                 =========       ==========      ===========       ==========
Limited partners' per unit
   share of net earnings                         $     .12       $      .16      $       .30       $      .57
                                                 =========       ==========      ===========       ==========
</TABLE>


   The accompanying notes are an integral part of these financial statements.


                                       5


<PAGE>   6
                            IEA INCOME FUND XI, L.P.

                            STATEMENTS OF CASH FLOWS

                                   (UNAUDITED)


<TABLE>
<CAPTION>
                                                                     Nine Months Ended
                                                                 -----------------------------
                                                                September 30,     September 30,
                                                                     1997             1996
                                                                 -----------       -----------
<S>                                                              <C>               <C>        
Net cash provided by operating activities                        $ 2,422,162       $ 3,059,883

Cash flows provided by (used in) investing activities:
  Proceeds from sale of container rental equipment                   155,625           224,085
  Purchase of container rental equipment                            (313,588)         (207,960)
  Acquisition fees paid to general partner                           (15,679)          (10,398)
                                                                 -----------       -----------

        Net cash provided by (used in) investing activities         (173,642)            5,727
                                                                 -----------       -----------

Cash flows used in financing activities:
  Distribution to partners                                        (2,578,708)       (3,490,898)
                                                                 -----------       -----------

Net decrease in cash and cash equivalents                           (330,188)         (425,288)

Cash and cash equivalents at January 1                             1,605,557         2,024,584
                                                                 -----------       -----------

Cash and cash equivalents at September 30                        $ 1,275,369       $ 1,599,296
                                                                 ===========       ===========
</TABLE>


   The accompanying notes are an integral part of these financial statements.


                                       6


<PAGE>   7
                            IEA INCOME FUND XI, L.P.

                     NOTES TO UNAUDITED FINANCIAL STATEMENTS


(1)  Summary of Significant Accounting Policies

     (a) Nature of Operations

         IEA Income Fund XI, L.P. (the "Partnership") is a limited partnership
         organized under the laws of the State of California on July 30, 1990
         for the purpose of owning and leasing marine cargo containers. Cronos
         Capital Corp. ("CCC") is the general partner and, with its affiliate
         Cronos Containers Limited (the "Leasing Company"), manages the business
         of the Partnership. The Partnership shall continue until December 31,
         2010, unless sooner terminated upon the occurrence of certain events.

         The Partnership commenced operations on January 31, 1991, when the
         minimum subscription proceeds of $1,000,000 were obtained. As of
         September 30, 1997, the Partnership operated 6,152 twenty-foot, 3,252
         forty-foot and 197 forty-foot high-cube marine dry cargo containers, as
         well as 100 twenty-foot and 50 forty-foot marine refrigerated cargo
         containers.

         The Partnership offered 2,000,000 units of limited partnership interest
         at $20 per unit, or $40,000,000. The offering terminated on November
         30, 1991, at which time 1,999,812 limited partnership units had been
         purchased.


     (b) Leasing Company and Leasing Agent Agreement

         The Partnership has entered into a Leasing Agent Agreement whereby the
         Leasing Company has the responsibility to manage the leasing operations
         of all equipment owned by the Partnership. Pursuant to the Agreement,
         the Leasing Company is responsible for leasing, managing and re-leasing
         the Partnership's containers to ocean carriers and has full discretion
         over which ocean carriers and suppliers of goods and services it may
         deal with. The Leasing Agent Agreement permits the Leasing Company to
         use the containers owned by the Partnership, together with other
         containers owned or managed by the Leasing Company and its affiliates,
         as part of a single fleet operated without regard to ownership. Since
         the Leasing Agent Agreement meets the definition of an operating lease
         in Statement of Financial Accounting Standards (SFAS) No. 13, it is
         accounted for as a lease under which the Partnership is lessor and the
         Leasing Company is lessee.

         The Leasing Agent Agreement generally provides that the Leasing Company
         will make payments to the Partnership based upon rentals collected from
         ocean carriers after deducting direct operating expenses and management
         fees to CCC and the Leasing Company. The Leasing Company leases
         containers to ocean carriers, generally under operating leases which
         are either master leases or term leases (mostly two to five years).
         Master leases do not specify the exact number of containers to be
         leased or the term that each container will remain on hire but allow
         the ocean carrier to pick up and drop off containers at various
         locations; rentals are based upon the number of containers used and the
         applicable per-diem rate. Accordingly, rentals under master leases are
         all variable and contingent upon the number of containers used. Most
         containers are leased to ocean carriers under master leases; leasing
         agreements with fixed payment terms are not material to the financial
         statements. Since there are no material minimum lease rentals, no
         disclosure of minimum lease rentals is provided in these financial
         statements.

                                                                     (Continued)


                                       7


<PAGE>   8
                            IEA INCOME FUND XI, L.P.

                     NOTES TO UNAUDITED FINANCIAL STATEMENTS


     (c) Basis of Accounting

         The Partnership utilizes the accrual method of accounting. Net lease
         revenue is recorded by the Partnership in each period based upon its
         leasing agent agreement with the Leasing Company. Net lease revenue is
         generally dependent upon operating lease rentals from operating lease
         agreements between the Leasing Company and its various lessees, less
         direct operating expenses and management fees due in respect of the
         containers specified in each operating lease agreement.


     (d) Financial Statement Presentation

         These financial statements have been prepared without audit. Certain
         information and footnote disclosures normally included in financial
         statements prepared in accordance with generally accepted accounting
         procedures have been omitted. It is suggested that these financial
         statements be read in conjunction with the financial statements and
         accompanying notes in the Partnership's latest annual report on Form
         10-K.

         The preparation of financial statements in conformity with generally
         accepted accounting principles (GAAP) requires the Partnership to make
         estimates and assumptions that affect the reported amounts of assets
         and liabilities and disclosure of contingent assets and liabilities at
         the date of the financial statements and the reported amounts of
         revenues and expenses during the reported period. Actual results could
         differ from those estimates.

         The interim financial statements presented herewith reflect all
         adjustments of a normal recurring nature which are, in the opinion of
         management, necessary to a fair statement of the financial condition
         and results of operations for the interim periods presented.


(2)  Net Lease Receivables Due from Leasing Company

     Net lease receivables due from the Leasing Company are determined by
     deducting direct operating payables and accrued expenses, base management
     fees payable, and reimbursed administrative expenses payable to CCC and its
     affiliates from the rental billings payable by the Leasing Company to the
     Partnership under operating leases to ocean carriers for the containers
     owned by the Partnership. Net lease receivables at September 30, 1997 and
     December 31, 1996 were as follows:


<TABLE>
<CAPTION>
                                                                           September 30,    December 31,
                                                                               1997            1996
                                                                             ----------      ----------
<S>                                                                          <C>             <C>       
Lease receivables, net of doubtful accounts
   of $164,318 at September 30, 1997 and $166,016
   at December 31, 1996                                                      $1,284,592      $1,375,901
Less:
Direct operating payables and accrued expenses                                  350,614         296,859
Damage protection reserve                                                       141,289         193,112
Base management fees                                                            115,869         122,447
Reimbursed administrative expenses                                               22,758          25,248
                                                                             ----------      ----------
                                                                             $  654,062      $  738,235
                                                                             ==========      ==========
</TABLE>


                                                                     (Continued)


                                       8


<PAGE>   9
                            IEA INCOME FUND XI, L.P.

                     NOTES TO UNAUDITED FINANCIAL STATEMENTS


(3)  Net Lease Revenue

     Net lease revenue is determined by deducting direct operating expenses,
     base management fees and reimbursed administrative expenses to CCC and its
     affiliates from the rental revenue billed by the Leasing Company under
     operating leases to ocean carriers for the containers owned by the
     Partnership. Net lease revenue for the three and nine-month periods ended
     September 30, 1997 and 1996 was as follows:


<TABLE>
<CAPTION>
                                             Three Months Ended               Nine Months Ended
                                         --------------------------      --------------------------
                                        September 30,   September 30,  September 30,    September 30,
                                            1997            1996            1997            1996
                                         ----------      ----------      ----------      ----------
<S>                                      <C>             <C>             <C>             <C>       
Rental revenue                           $1,261,349      $1,486,188      $3,854,903      $4,595,991
Less:
Rental equipment operating expenses         298,964         364,799       1,050,149       1,064,257
Base management fees                         86,766         101,258         267,223         314,071
Reimbursed administrative expenses           68,383          86,726         207,421         261,061
                                         ----------      ----------      ----------      ----------
                                         $  807,236      $  933,405      $2,330,110      $2,956,602
                                         ==========      ==========      ==========      ==========
</TABLE>


                                       9


<PAGE>   10
Item 2. Management's Discussion and Analysis of Financial Condition and Results
        of Operations

It is suggested that the following discussion be read in conjunction with the
Registrant's most recent annual report on Form 10-K.

1)   Material changes in financial condition between September 30, 1997 and
     December 31, 1996.

     At September 30, 1997, the Registrant had $1,275,369 in cash and cash
     equivalents, a decrease of $330,188 from the December 31, 1996 cash
     balances. At September 30, 1997, the Registrant had approximately $75,000
     in cash generated from equipment sales reserved as part of its cash
     balances. Throughout the remainder of 1997, the Registrant expects to
     continue using cash generated from equipment sales to purchase and replace
     containers which have been lost or damaged beyond repair.

     Net lease receivables at September 30, 1997 declined 11% when compared to
     December 31, 1996. Contributing to this change was an increase in direct
     operating payables and accrued expenses, a component of net lease
     receivables. Direct operating payables and accrued expenses increased 18%
     from December 31, 1996 due to the increase in costs associated with lower
     utilization levels, including handling, storage and repositioning.

     The Registrant's cash distribution from operations for the third quarter of
     1997 was 7.75% (annualized) of the limited partners' original capital
     contribution, unchanged from the second quarter of 1997. These
     distributions are directly related to the Registrant's results from
     operations and may fluctuate accordingly.

     During 1996, ocean carriers and other transport companies moved away from
     leasing containers outright, as declining container prices, favorable
     interest rates and the abundance of available capital resulted in ocean
     carriers and transport companies purchasing a larger share of equipment for
     their own account, reducing their need for leased containers. Once the
     demand for leased containers began to fall, per-diem rental rates were also
     adversely affected. Since the beginning of 1997, the container leasing
     industry has experienced a modest recovery indicated by an upward trend in
     container utilization. The impact of this trend on the utilization rates of
     the Registrant has been mixed. The Registrant's dry container utilization
     rate increased from 74% at December 31, 1996 to 79% at September 30, 1997,
     while the refrigerated container utilization rate declined from 90% at
     December 31, 1996 to 80% at September 30, 1997, respectively. Increasing
     cargo volumes and continuing equipment imbalances within the container
     fleets of shipping lines and transport companies have re-established a need
     for these companies to replenish their leased fleets during 1997.

     Although there has been an improvement in container utilization rates,
     per-diem rental rates continue to remain under pressure as a result of the
     following factors: start-up leasing companies offering new containers and
     low rental rates in an effort to break into the leasing market; established
     leasing companies reducing rates to very low levels; and a continuing
     oversupply of containers. The recent volatility of the Hong Kong and other
     Asian financial markets and its impact on trade, shipping, and container
     leasing, especially intra-Asia and Asia-Europe routes, has yet to be
     determined. While these conditions could impact the Registrant's financial
     condition and operating performance through the remainder of 1997 and first
     half of 1998, the Registrant is well positioned to take advantage of
     further improvements in the container leasing market.


                                       10


<PAGE>   11
2)   Material changes in the results of operations between the three and
     nine-month periods ended September 30, 1997 and the three and nine-month
     periods ended September 30, 1996.

     Net lease revenue for the three and nine-month periods ended September 30,
     1997 was $807,236 and $2,330,110, respectively, a decline of approximately
     14% and 21% from the same periods in the prior year, respectively. Gross
     rental revenue (a component of net lease revenue) for the three and
     nine-month periods ended September 30, 1997 was $1,261,349 and $3,854,903,
     respectively, reflecting a decline of 15% and 16% from the same periods in
     the prior year respectively. During 1997, gross lease revenue was primarily
     impacted by lower per-diem rental rates and utilization levels. Average dry
     cargo container per-diem rental rates for the three and nine-month periods
     ended September 30, 1997 declined 14% and 11%, respectively, when compared
     to the same periods in the prior year. Average refrigerated container
     per-diem rental rates for the three and nine-month periods ended September
     30, 1997 declined 14% and 9%, respectively, when compared to the same
     periods in the prior year.

     Dry cargo container utilization, which steadily increased since December
     31, 1996, did not recover to the same levels experienced during the three
     and nine-month periods ended September 30, 1996. Refrigerated container
     utilization rates declined in each of the three and nine-month periods
     ended September 30, 1997, as many of the term leases entered into during
     the Registrant's initial years of operations have since expired. The
     Registrant's average fleet size and utilization rates for the three and
     nine-month periods ended September 30, 1997 and September 30, 1996 were as
     follows:


<TABLE>
<CAPTION>
                                             Three Months Ended           Nine Months Ended
                                       ----------------------------  ----------------------------
                                       September 30,  September 30,  September 30,  September 30,
                                            1997          1996           1997           1996
                                       -------------  -------------  -------------  -------------
<S>                                        <C>            <C>           <C>            <C>   
Average Fleet Size (measured in
  twenty-foot equivalent units (TEU))
     Dry cargo containers                  13,059         13,028        13,052         13,029
     Refrigerated containers                  200            200           200            200
Average Utilization 
     Dry cargo containers                      77%            79%           75%            81%
     Refrigerated containers                   81%            94%           83%            95%
</TABLE>


     Rental equipment operating expenses were 24% and 27%, respectively, of the
     Registrant's gross lease revenue during the three and nine-month periods
     ended September 30, 1997, as compared to 25% and 23%, respectively, during
     the three and nine-month period ended September 30, 1996. These changes
     were largely attributable to an increase in costs associated with lower
     utilization levels, including handling and storage. The Registrant's
     operating results contributed to a decline in base management fees and
     reimbursed administrative expenses when compared to the same periods in the
     prior year.

     As reported in the Registrant's Current Report on Form 8-K and Amendment
     No. 1 to Current Report on Form 8-K, filed with the Commission on February
     7, 1997 and February 26, 1997, respectively, Arthur Andersen, London,
     England, resigned as auditors of The Cronos Group, a Luxembourg Corporation
     headquartered in Orchard Lea, England (the "Parent Company"), on February
     3, 1997.


                                       11


<PAGE>   12
     The Parent Company is the indirect corporate parent of Cronos Capital
     Corp., the general partner of the Registrant. In its letter of resignation
     to the Parent Company, Arthur Andersen states that it resigned as auditors
     of the Parent Company and all other entities affiliated with the Parent
     Company. While its letter of resignation was not addressed to the general
     partner or the Registrant, Arthur Andersen confirmed to the general partner
     that its resignation as auditors of the entities referred to in its letter
     of resignation included its resignation as auditors of Cronos Capital Corp.
     and the Registrant. Following Arthur Andersen's resignation, the Parent
     Company subsequently received notification from the Securities and Exchange
     Commission that it was conducting a private investigation of the Parent
     Company regarding the events and circumstances leading to Arthur Andersen's
     resignation. The results of this investigation are still pending.
     Accordingly, the Registrant does not, at this time, have sufficient
     information to determine the impact, if any, that the Securities and
     Exchange Commission investigation of the Parent Company and the concerns
     expressed by Arthur Andersen in its letter of resignation may have on the
     future operating results and financial condition of the Registrant or the
     Leasing Company's ability to manage the Registrant's fleet in subsequent
     periods. However, the general partner of the Registrant does not believe,
     based upon the information currently available to it, that Arthur
     Andersen's resignation was triggered by any concern over the accounting
     policies and procedures followed by the Registrant.

     Arthur Andersen's report on the financial statements of Cronos Capital
     Corp. and the Registrant, for either of the previous two years, has not
     contained an adverse opinion or a disclaimer of opinion, nor was any such
     report qualified or modified as to uncertainty, audit scope, or accounting
     principles. During the Registrant's previous two fiscal years and the
     subsequent interim period preceding Arthur Andersen's resignation, there
     have been no disagreements between Cronos Capital Corp. or the Registrant
     and Arthur Andersen on any matter of accounting principles or practices,
     financial statement disclosure, or auditing scope or procedure.

     The Registrant retained a new auditor, Moore Stephens, P.C. ("Moore
     Stephens") on April 10, 1997, as reported in the Registrant's Current
     Report on Form 8-K, filed April 14, 1997.

     The President of the Leasing Company, a subsidiary of the Parent Company,
     along with two marketing Vice Presidents, resigned in June 1997. These
     vacancies were filled by qualified, long-time employees who average over 15
     years of experience in the container leasing industry, therefore providing
     continuity in the management of the Leasing Company. The Registrant and
     general partner do not believe these changes will have a material impact on
     the future operating results and financial condition of the Registrant.


     Cautionary Statement

     This Quarterly Report on Form 10-Q contains statements relating to future
     results of the Registrant, including certain projections and business
     trends, that are "forward-looking statements" as defined in the Private
     Securities Litigation Reform Act of 1995. Actual results may differ
     materially from those projected as a result of certain risks and
     uncertainties, including but not limited to changes in: economic
     conditions; trade policies; demand for and market acceptance of leased
     marine cargo containers; competitive utilization and per-diem rental rate
     pressures; as well as other risks and uncertainties, including but not
     limited to those described in the above discussion of the marine container
     leasing business under Item 2., Management's Discussion and Analysis of
     Financial Condition and Results of Operations; and those detailed from time
     to time in the filings of Registrant with the Securities and Exchange
     Commission.


                                       12


<PAGE>   13
                           PART II - OTHER INFORMATION


Item 6.  Exhibits and Reports on Form 8-K

(a)  Exhibits

<TABLE>
<CAPTION>
       Exhibit
         No.                       Description                              Method of Filing
       -------                     -----------                              ----------------
<S>              <C>                                                           <C>
         3(a)    Limited Partnership Agreement of the Registrant,               *
                 amended and restated as of December 14, 1990

         3(b)    Certificate of Limited Partnership of the Registrant           **

         10(a)   Form of Leasing Agent Agreement with LPI Leasing               ***
                 Partners International N.V.

         10(b)   Assignment of Leasing Agent Agreement dated January 1,         ****
                 1992 between the Registrant, CCC (formerly Intermodal
                 Equipment Associates), Cronos Containers N.V.
                 (formerly LPI Leasing Partners International N.V.) and
                 Cronos Containers Limited

         27      Financial Data Schedule                                        Filed with this document
</TABLE>


(b)  Report on Form 8-K

     No reports on Form 8-K were filed by the Registrant during the quarter
     ended September 30, 1997.

- -------------

*    Incorporated by reference to Exhibit "A" to the Prospectus of the
     Registrant dated December 14, 1990, included as part of Registration
     Statement on Form S-1 (No. 33-36701)

**   Incorporated by reference to Exhibit 3.2 to the Registration Statement on
     Form S-1 (No. 33-36701)

***  Incorporated by reference to Exhibit 10.2 to the Registration Statement on
     Form S-1 (No. 33-36701)

**** Incorporated by reference to Exhibit 10(b) to the Report on Form 10-K for
     the fiscal year ended December 31, 1996.


                                       13


<PAGE>   14
                                   SIGNATURES


        Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this Report to be signed on its behalf by the
undersigned thereunto duly authorized.
 


                         IEA INCOME FUND XI, L.P.

                         By   Cronos Capital Corp.
                              The General Partner



                         By    /s/ JOHN KALLAS
                           -------------------------------
                              John Kallas
                              Vice President, Treasurer
                              Principal Finance & Accounting Officer



Date: November 10, 1997


                                       14


<PAGE>   15
                                  EXHIBIT INDEX



<TABLE>
<CAPTION>
Exhibit
   No.                           Description                               Method of Filing
- -------                          -----------                               ----------------
<S>        <C>                                                            <C>
  3(a)     Limited Partnership Agreement of the Registrant,                *
           amended and restated as of December 14, 1990

  3(b)     Certificate of Limited Partnership of the Registrant            **

  10(a)    Form of Leasing Agent Agreement with LPI Leasing                ***
           Partners International N.V.

  10(b)    Assignment of Leasing Agent Agreement dated January 1,          ****
           1992 between the Registrant, CCC (formerly Intermodal
           Equipment Associates), Cronos Containers N.V. (formerly
           LPI Leasing Partners International N.V.) and Cronos
           Containers Limited

  27       Financial Data Schedule                                         Filed with this document
</TABLE>

- -------------

*    Incorporated by reference to Exhibit "A" to the Prospectus of the
     Registrant dated December 14, 1990, included as part of Registration
     Statement on Form S-1 (No. 33-36701)

**   Incorporated by reference to Exhibit 3.2 to the Registration Statement on
     Form S-1 (No. 33-36701)

***  Incorporated by reference to Exhibit 10.2 to the Registration Statement on
     Form S-1 (No. 33-36701)

**** Incorporated by reference to Exhibit 10(b) to the Report on Form 10-K for
     the fiscal year ended December 31, 1996.





<TABLE> <S> <C>

<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE BALANCE
SHEET AT SEPTEMBER 30, 1997 (UNAUDITED) AND THE STATEMENT OF OPERATIONS FOR THE
QUARTERLY PERIOD ENDED SEPETEMBER 30, 1997 (UNAUDITED) AND IS QUALIFIED IN ITS
ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS INCLUDED AS PART OF ITS
QUARTERLY REPORT ON FORM 10-Q FOR THE PERIOD SEPTEMBER 30, 1997.
</LEGEND>
       
<S>                             <C>
<PERIOD-TYPE>                   9-MOS
<FISCAL-YEAR-END>                          DEC-31-1997
<PERIOD-START>                             JAN-01-1997
<PERIOD-END>                               SEP-30-1997
<CASH>                                       1,275,369
<SECURITIES>                                         0
<RECEIVABLES>                                  645,062
<ALLOWANCES>                                         0
<INVENTORY>                                          0
<CURRENT-ASSETS>                             1,929,431
<PP&E>                                      35,936,805
<DEPRECIATION>                              12,639,851
<TOTAL-ASSETS>                              25,226,385
<CURRENT-LIABILITIES>                           75,000
<BONDS>                                              0
                                0
                                          0
<COMMON>                                             0
<OTHER-SE>                                  25,151,385
<TOTAL-LIABILITY-AND-EQUITY>                25,226,385
<SALES>                                              0
<TOTAL-REVENUES>                             2,330,110
<CGS>                                                0
<TOTAL-COSTS>                                1,656,304
<OTHER-EXPENSES>                                     0
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                                   0
<INCOME-PRETAX>                                      0
<INCOME-TAX>                                         0
<INCOME-CONTINUING>                                  0
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                   710,745
<EPS-PRIMARY>                                        0
<EPS-DILUTED>                                        0
        

</TABLE>


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