IEA INCOME FUND XI LP
10-Q, 1997-08-13
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 JUNE 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 JUNE 30, 1997

                                TABLE OF CONTENTS


<TABLE>
<CAPTION>
PART I - FINANCIAL INFORMATION                                                               PAGE
<S>                                                                                           <C>
  Item 1. Financial Statements

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

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

          Statements of Cash Flows for the six months ended June 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 June 30,
          1997 and December 31, 1996, statements of operations for the three and
          six-month periods ended June 30, 1997 and 1996, and statements of cash
          flows for the six months ended June 30, 1997 and 1996.



                                       3
<PAGE>   4


                            IEA INCOME FUND XI, L.P.

                                 BALANCE SHEETS

                                   (UNAUDITED)


<TABLE>
<CAPTION>
                                                                                   June 30,       December 31,
                                                                                     1997             1996
                                                                                 ------------     ------------
                   Assets
                   ------

<S>                                                                              <C>              <C>        
Current assets:
    Cash and cash equivalents, includes $1,282,246 at June 30, 1997
       and $1,605,226 at December 31, 1996 in interest-bearing accounts          $  1,297,832     $ 1,605,557
    Net lease receivables due from Leasing Company
       (notes 1 and 2)                                                                650,460         738,235
                                                                                 ------------     -----------

           Total current assets                                                     1,948,292       2,343,792
                                                                                 ------------     -----------
Container rental equipment, at cost                                                35,984,198      35,888,165
    Less accumulated depreciation                                                  12,156,433      11,163,236
                                                                                 ------------     -----------
       Net container rental equipment                                              23,827,765      24,724,929
                                                                                 ------------     -----------
Organizational costs, net                                                                   -          25,624
                                                                                 ------------     -----------
                                                                                 $ 25,776,057     $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                                                                    (9,918)             24
    Limited partners                                                               25,710,975      27,019,321
                                                                                 ------------     -----------
           Total partners' capital                                                 25,701,057      27,019,345
                                                                                 ------------     -----------
                                                                                 $ 25,776,057     $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                 Six Months Ended
                                                       ------------------------        --------------------------
                                                         June 30,     June 30,          June 30,        June 30,
                                                           1997        1996               1997             1996
                                                       -----------   ----------        ----------      ----------
<S>                                                      <C>          <C>              <C>             <C>
Net lease revenue (notes 1 and 3)                        $780,603     $961,977         $1,522,874      $2,023,197
Other operating expenses:
     Depreciation                                         529,648      559,047          1,078,088       1,119,022
     Other general and administrative expenses             24,298       17,128             36,951          33,855
                                                         --------     --------         ----------      ----------
                                                          553,946      576,175          1,115,039       1,152,877
                                                         --------     --------         ----------      ----------
         Earnings from operations                         226,657      385,802            407,835         870,320
Other income: 
     Interest income                                       15,265       24,385             33,596          48,940
     Net gain (loss) on disposal of equipment              (5,530)      (6,470)             3,274           3,123
                                                         --------     --------         ----------      ----------
                                                            9,735       17,915             36,870          52,063
                                                         --------     --------         ----------      ----------
         Net earnings                                    $236,392     $403,717         $  444,705      $  922,383
                                                         ========     ========         ==========      ==========
Allocation of net earnings:
     General partner                                     $ 32,167     $ 45,047         $   78,208      $  110,553
     Limited partners                                     204,225      358,670            366,497         811,830
                                                         --------     --------         ----------      ----------
                                                         $236,392     $403,717         $  444,705      $  922,383
                                                         ========     ========         ==========      ==========
Limited partners' per unit share of net earnings         $    .10     $    .18         $      .18      $      .41
                                                         ========     ========         ==========      ==========






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


</TABLE>


                                       5
<PAGE>   6

                            IEA INCOME FUND XI, L.P.

                            STATEMENTS OF CASH FLOWS

                                   (UNAUDITED)

<TABLE>
<CAPTION>

                                                                          Six Months Ended
                                                                   ----------------------------
                                                                     June 30,         June 30,
                                                                       1997             1996
                                                                   -----------      -----------

<S>                                                                <C>              <C>        
Net cash provided by operating activities                          $ 1,647,678      $ 2,032,678

Cash flows provided by (used in) investing activities:
     Proceeds from sale of container rental equipment                   80,852          149,189
     Purchases of container rental equipment                          (260,247)        (102,000)
     Acquisition fees paid to general partner                          (13,012)          (5,100)
                                                                   -----------      -----------
           Net cash provided by (used in) investing activities        (192,407)          42,089
                                                                   -----------      -----------
Cash flows used in financing activities:
     Distribution to partners                                       (1,762,996)      (2,455,908)
                                                                   -----------      -----------
Net decrease in cash and cash equivalents                             (307,725)        (381,141)

Cash and cash equivalents at January 1                               1,605,557        2,024,584
                                                                   -----------      -----------
Cash and cash equivalents at June 30                               $ 1,297,832      $ 1,643,443
                                                                   ===========      ===========
</TABLE>




   The accomanying 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 June
          30, 1997, the Partnership operated 6,147 twenty-foot, 3,263 forty-foot
          and 198 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.



                                       7
<PAGE>   8

                            IEA INCOME FUND XI, L.P.

                     NOTES TO UNAUDITED FINANCIAL STATEMENTS


      (c) Basis of Accounting

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


      (d) Financial Statement Presentation

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

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

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


(2)   Net Lease Receivables Due from Leasing Company

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

<TABLE>
<CAPTION>

                                                                        June 30,      December 31,
                                                                          1997            1996
                                                                       ----------     ------------
<S>                                                                    <C>              <C>       
           Lease receivables, net of doubtful accounts
              of $154,211 at June 30, 1997 and $166,016
              at December 31, 1996                                     $1,370,000       $1,375,901
           Less:
           Direct operating payables and accrued expenses                 375,448          296,859
           Damage protection reserve                                      191,489          193,112
           Base management fees                                           129,763          122,447
           Reimbursed administrative expenses                              22,840           25,248
                                                                       ----------      -----------
                                                                       $  650,460      $   738,235
                                                                       ==========      ===========
</TABLE>


                                       8
<PAGE>   9

                            IEA INCOME FUND XI, L.P.

                     NOTES TO UNAUDITED FINANCIAL STATEMENTS


(3)   Net Lease Revenue

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

                                                           Three months Ended               Six Months Ended
                                                       -------------------------      ------------------------ 
                                                        June 30,        June 30,       June 30,       June 30,
                                                          1997            1996           1997          1996
                                                       ----------      ----------     ----------    ----------
           <S>                                         <C>             <C>            <C>           <C>       
           Rental revenue                              $1,294,688      $1,512,378     $2,593,554    $3,109,803
            Less:
            Rental equipment operating expenses           354,781         362,016        751,185       699,458
           Base management fees                            90,754         104,093        180,457       212,813
           Reimbursed administrative expenses              68,550          84,292        139,038       174,335
                                                       ----------      ----------     ----------    ----------
                                                       $  780,603      $  961,977     $1,522,874    $2,023,197
                                                       ==========      ==========     ==========    ==========
</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 June 30, 1997 and 
      December 31, 1996.

      At June 30, 1997, the Registrant had $1,297,832 in cash and cash
      equivalents, a decrease of $307,725 from the December 31, 1996 cash
      balances. At June 30, 1997, the Registrant had approximately $55,000 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 June 30, 1997 declined 12% 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 21%
      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 second quarter
      of 1997 was 7.75% (annualized) of the limited partners' original capital
      contribution, unchanged from the first 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 the demand for leased containers. Once the
      demand for leased containers began to fall, per-diem rental rates were
      also adversely affected, contributing to an uncertain start to 1997. Since
      the beginning of the year, the container leasing industry has experienced
      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 76%
      at June 30, 1997, while the refrigerated container utilization rate
      declined from 90% at December 31, 1996 to 80% at June 30, 1997,
      respectively. During 1996, shipping lines and other transport companies
      had reduced their leased fleets to minimal levels in an attempt to reduce
      costs. However, increasing cargo volumes and continued equipment
      imbalances within the container fleets of shipping lines and transport
      companies have established a need for these companies to replenish their
      leased fleets.

      Although there has been a general improvement in container utilization
      rates, per-diem rental rates continue to remain under pressure. The
      decline in per-diem rental rates from those evidenced during 1996 can be
      attributed to the following factors: three new leasing companies have
      offered new containers and low rental rates in an effort to break into the
      leasing market; established leasing companies have reduced rates to very
      low levels; and a continued over supply of containers. Although these
      conditions are expected to continue to impact the Registrant's financial
      condition and operating performance throughout 1997, the long-term outlook
      remains a positive one.


2)    Material changes in the results of operations between the three and six
      month periods ended June 30, 1997 and the three and six-month periods
      ended June 30, 1996.


                                       10
<PAGE>   11

      Net lease revenue for the three and six-month periods ended June 30, 1997
      was $780,603 and $1,522,874, respectively, a decline of approximately 19%
      and 25% from the same periods in the prior year, respectively. Gross
      rental revenue (a component of net lease revenue) for the three and
      six-month periods ended June 30, 1997 was $1,294,688 and $2,593,554,
      respectively, reflecting a decline of 14% and 17% 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
      six-month periods ended June 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 six-month periods ended
      June 30, 1997 declined 10% and 7%, 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 six-month periods ended June 30, 1996. Refrigerated container
      utilization rates declined in each of the three and six-month periods
      ended June 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
      six-month periods ended June 30, 1997 and June 30, 1996 were as follows:

<TABLE>
<CAPTION>

                                                           Three Months Ended       Six Months Ended
                                                         ----------------------   -------------------
                                                         June 30,      June 30,   June 30,   June 30,
                                                           1997          1996       1997       1996
                                                         --------      --------   --------   -------- 
        <S>                                               <C>           <C>        <C>         <C> 
        Average Fleet Size (measured in
              twenty-foot equivalent units (TEU))
                  Dry cargo containers                    13,084         13,016     13,049     13,030
                  Refrigerated cargo containers              200            200        200        200
         Average Utilization
                  Dry cargo containers                        75%            80%        74%        81%
                  Refrigerated cargo containers               80%            95%        84%        95%
</TABLE>


      Rental equipment operating expenses were 27% and 29% of the Registrant's
      gross lease revenue during the three and six-month periods ended June 30,
      1997, respectively, as compared to 24% and 22% during the three and
      six-month period ended June 30, 1996, respectively. This increase was
      largely attributable to an increase in costs associated with lower
      utilization levels, including handling, storage and repositioning. 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

(b)   Report on Form 8-K
</TABLE>

      The Registrant filed a Report on Form 8-K, April 14, 1997, reporting the
      appointment of the Registrant's successor certifying accountant.








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

*        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:  August 14, 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 JUNE 30, 1997 (UNAUDITED) AND THE STATEMENT OF OPERATIONS FOR THE
QUARTERLY PERIOD ENDED JUNE 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 JUNE 30, 1997
</LEGEND>
       
<S>                             <C>
<PERIOD-TYPE>                   6-MOS
<FISCAL-YEAR-END>                          DEC-31-1997
<PERIOD-START>                             JAN-01-1997
<PERIOD-END>                               JUN-30-1997
<CASH>                                       1,297,832
<SECURITIES>                                         0
<RECEIVABLES>                                  650,460
<ALLOWANCES>                                         0
<INVENTORY>                                          0
<CURRENT-ASSETS>                             1,948,292
<PP&E>                                      35,984,198
<DEPRECIATION>                              12,156,433
<TOTAL-ASSETS>                              25,776,257
<CURRENT-LIABILITIES>                           75,000
<BONDS>                                              0
                                0
                                          0
<COMMON>                                             0
<OTHER-SE>                                  25,701,057
<TOTAL-LIABILITY-AND-EQUITY>                25,776,057
<SALES>                                              0
<TOTAL-REVENUES>                                     0
<CGS>                                                0
<TOTAL-COSTS>                                1,522,874
<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>                                   444,705
<EPS-PRIMARY>                                        0
<EPS-DILUTED>                                        0
        

</TABLE>


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