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SECURITIES AND EXCHANGE
COMMISSION Washington, D.C. 20549
 FORM 10-Q [X]
    
    REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2004
 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 0-21518 IEA INCOME FUND XII, L.P.  California
(State or other jurisdiction of
incorporation or organization)
    
    94-3143940
(I.R.S. Employer
Identification No.)
 One Front Street, Suite 925,
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 [  ] . Indicate by check mark whether the registrant is an accelerated filer (as
defined in Exchange Act Rule 12b-2). Yes [  ]. No [ X] . The aggregate market value of the voting stock held by non-affiliates of the
registrant is not applicable.




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IEA INCOME FUND XII, L.P. Report
on Form 10-Q for the Quarterly Period
Ended March 31, 2004 TABLE OF CONTENTS  
 PAGEPART
I - FINANCIAL INFORMATION
    
    
    3Item 1. Financial Statements
    
    
    3Condensed Balance Sheets  March 31, 2004 and December 31, 2003 (unaudited)
    
    
    4Condensed Statements of Operations for the three months ended March 31, 2004 and 2003 (unaudited)
    
    
    5Condensed
Statements of Cash Flows for the three months ended March 31, 2004 and 2003 (unaudited)
    
    
    6Notes to Condensed Financial Statements (unaudited)
    
    
    7Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    11Item 3. Quantitative and Qualitative Disclosures About Market Risk
    
    
    14Item 4. Controls and Procedures
    
    
    14PART II - OTHER INFORMATION
    
    
    15Item 1. Legal Proceedings
    
    
    15Item 2. Changes in Securities and Use of Proceeds
    
    
    15Item 3. Defaults Upon Senior Securities
    
    
    15Item 4. Submissions of Matters to a Vote of Securities Holders
    
    
    15Item 5. Other Information
    
    
    15Item 6. Exhibits and Reports on Form 8-K
    
    
    15EXHIBIT 31.1EXHIBIT 31.2EXHIBIT 32
 2




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PART I - FINANCIAL INFORMATION 
 Item 1. Financial Statements  Presented herein are the Registrants condensed balance sheets as of
March 31, 2004 and December 31, 2003, condensed statements of operations
for the three months ended March 31, 2004 and 2003, and condensed
statements of cash flows for the three months ended March 31, 2004 and
2003, (collectively the Financial Statements) prepared by the
Registrant without audit, pursuant to the rules and regulations of the
Securities and Exchange Commission (SEC). Certain information and
footnote disclosures normally included in financial statements prepared
in accordance with accounting principals generally accepted in the United
States have been condensed or omitted pursuant to such rules and
regulations, although the Registrant believes that the disclosures are
adequate to make the information present not misleading. It is suggested
that these Financial Statements be read in conjunction with the financial
statements and the notes thereto included in the Registrants December
31, 2003 Annual Report on Form 10-K. These Financial Statements reflect,
in the opinion of the Registrant and Cronos Capital Corp., the general
partner, all adjustments (consisting only of normal recurring
adjustments) necessary to present fairly the results for the interim
periods. The statements of operations for such interim periods are not
necessarily indicative of the results for the full year.The information in this Quarterly Report on Form 10-Q contains certain
forward-looking statements within the meaning of the securities laws.
These forward-looking statements reflect the current view of the
Registrant with respect to future events and financial performance and
are subject to a number of risks and uncertainties, many of which are
beyond the Registrants control. All statements, other than statements
of historical facts included in this report, including the statements
under Managements Discussion and Analysis of Financial Condition and
Results of Operations, regarding the Registrants strategy, future
operations, financial position, estimated revenues, projected costs,
prospects, plans and objectives of the Registrant are forward-looking
statements. When used in this report, the words will, believe,
anticipate, intend, estimate, expect, project, and similar
expressions are intended to identify forward-looking statements, although
not all forward-looking statements contain these identifying words. All
forward-looking statements speak only as of the date of this report. The
Registrant does not undertake any obligation to update or revise publicly
any forward-looking statements, whether as a result of new information,
future events or otherwise. Although the Registrant believes that its
plans, intentions and expectations reflected in or suggested by the
forward-looking statements made in this report are reasonable, the
Registrant can give no assurance that these plans, intentions or
expectations will be achieved. Future economic and industry trends that
could potentially impact revenues and profitability are difficult to
predict. 3




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IEA INCOME FUND XII, L.P. 
 Condensed Balance Sheets (Unaudited) March 31,
    
    December 31,2004
    
    2003AssetsCurrent assets:Cash and cash equivalents, includes $1,253,894 at March 31, 2004 and
$1,276,827 at December 31, 2003 in interest-bearing accounts
    
    $
    1,467,102
    
    
    $
    1,476,987Net lease receivables due from Leasing Company (notes 1 and 2)
    
    
    306,709
    
    
    
    264,402Total current assets
    
    
    1,773,811
    
    
    
    1,741,389Container rental equipment, at cost
    
    
    37,638,120
    
    
    
    39,287,266Less accumulated depreciation
    
    
    (25,437,370
    )
    
    
    (25,998,066
    )Net container rental equipment
    
    
    12,200,750
    
    
    
    13,289,200Total assets
    
    $
    13,974,561
    
    
    $
    15,030,589Partners CapitalPartners capital (deficit):General partner
    
    $
    (528,132
    )
    
    $
    (502,160
    )Limited partners
    
    
    14,502,693
    
    
    
    15,532,749Total partners capital
    
    $
    13,974,561
    
    
    $
    15,030,589
 The Accompanying notes are an integral part of these financial statements. 4




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IEA INCOME FUND XII, L.P. 
 Condensed Statements of Operations (Unaudited) Three Months EndedMarch 31,
    
    March 31,2004
    
    2003Net lease revenue (notes 1 and 3)
    
    $
    467,730
    
    
    $
    539,281Other operating expenses:Depreciation
    
    
    580,573
    
    
    
    668,174Other general and administrative expenses
    
    
    33,082
    
    
    
    32,759Net loss on disposal of equipment
    
    
    170,828
    
    
    
    137,529Loss from operations
    
    
    (316,753
    )
    
    
    (299,181
    )Other income:Interest income
    
    
    898
    
    
    
    2,488Net loss
    
    $
    (315,855
    )
    
    $
    (296,693
    )Allocation of net loss:General partner
    
    $
    (3,159
    )
    
    $
    (2,967
    )Limited partners
    
    
    (312,696
    )
    
    
    (293,726
    )$
    (315,855
    )
    
    $
    (296,693
    )Limited partners per unit share of net loss
    
    $
    (0.09
    )
    
    $
    (0.08
    )
 The Accompanying notes are an integral part of these financial statements. 5




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IEA INCOME FUND XII, L.P. 
 Condensed Statements of Cash Flows (Unaudited) Three Months EndedMarch 31,
    
    March 31,2004
    
    2003Net cash provided by operating activities
    
    $
    494,709
    
    
    $
    498,142Cash provided by investing activities:Proceeds from disposal of equipment
    
    
    235,579
    
    
    
    271,269Cash used in financing activities:Distribution to partners
    
    
    (740,173
    )
    
    
    (1,056,320
    )Net decrease in cash and cash equivalents
    
    
    (9,885
    )
    
    
    (286,909
    )Cash and cash equivalents at January 1
    
    
    1,476,987
    
    
    
    1,843,633Cash and cash equivalents at March 31
    
    $
    1,467,102
    
    
    $
    1,556,724
 The Accompanying notes are an integral part of these financial statements. 6




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IEA INCOME FUND XII, L.P. 
 Notes to Unaudited Condensed Financial Statements  (1)
    
    Summary of Significant Accounting Policies  (a)
    
    Nature of Operations  IEA Income Fund XII, L.P. (the Partnership) is a limited partnership
organized under the laws of the State of California on November 28, 1991
for the purpose of owning and leasing marine cargo containers worldwide
to ocean carriers. To this extent, the Partnerships operations are
subject to the fluctuations of world economic and political conditions.
Such factors may affect the pattern and levels of world trade. The
Partnership believes that the profitability of, and risks associated
with, leases to foreign customers is generally the same as those of
leases to domestic customers. The Partnerships leases generally require
all payments to be made in United States currency.Cronos Capital Corp. (CCC) is the general partner and, with its
affiliate Cronos Containers Limited (the Leasing Company), manages the
business of the Partnership. CCC and the Leasing Company also manage the
container leasing business for other partnerships affiliated with CCC.
The Partnership shall continue until December 31, 2011, unless sooner
terminated upon the occurrence of certain events.The Partnership commenced operations on January 31, 1992, when the
minimum subscription proceeds of $2,000,000 were obtained. The
Partnership offered 3,750,000 units of limited partnership interest at
$20 per unit, or $75,000,000. The offering terminated on November 30,
1992, at which time 3,513,594 limited partnership units had been sold.  (b)
    
    Leasing Company and Leasing Agent Agreement  A Leasing Agent Agreement exists between the Partnership and the
Leasing Company, whereby the Leasing Company has the responsibility to
manage the leasing operations of all equipment owned by the Partnership.
Pursuant to the Agreement, the Leasing Company is responsible for
leasing, managing and re-leasing the Partnerships containers to ocean
carriers, and has full discretion over which ocean carriers and suppliers
of goods and services it may deal with. The Leasing Agent Agreement
permits the Leasing Company to use the containers owned by the
Partnership, together with other containers owned or managed by the
Leasing Company and its affiliates, as part of a single fleet operated
without regard to ownership. Since the Leasing Agent Agreement meets the
definition of an operating lease in Statement of Financial Accounting
Standards (SFAS) No. 13, it is accounted for as a lease under which the
Partnership is lessor and the Leasing Company is lessee.The Leasing Agent Agreement generally provides that the Leasing
Company will make payments to the Partnership based upon rentals
collected from ocean carriers after deducting direct operating expenses
and management fees to CCC and the Leasing Company. The Leasing Company
leases containers to ocean carriers, generally under operating leases
which are either master leases or term leases (mostly one to five years).
Master leases do not specify the exact number of containers to be leased
or the term that each container will remain on hire but allow the ocean
carrier to pick up and drop off containers at various locations, and
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




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IEA INCOME FUND XII, L.P. Notes to Unaudited Condensed 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)
    
    Container Rental Equipment  In accordance with SFAS No. 144, Accounting for the Impairment or
Disposal of Long-Lived Assets, container rental equipment is considered
to be impaired if the carrying value of the asset exceeds the expected
future cash flows from related operations (undiscounted and without
interest charges). If impairment is deemed to exist, the assets are
written down to fair value. An analysis is prepared each quarter
projecting future cash flows from container rental equipment operations.
Current and projected utilization rates, per-diem rental rates, direct
operating expenses, fleet size and container disposals are the primary
variables utilized by the analysis. Additionally, the Partnership
evaluates future cash flows and potential impairment by container type
rather than for each individual container, and as a result, future losses
could result for individual container dispositions due to various
factors, including age, condition, suitability for continued leasing, as
well as the geographical location of containers when disposed. There were
no impairment charges to the carrying value of container rental equipment
for the three-month periods ended March 31, 2004 and 2003.Depreciation policies are also evaluated to determine whether subsequent
events and circumstances warrant revised estimates of useful lives.
Container rental equipment is depreciated using the straight-line basis.  (e)
    
    Use of Estimates  The financial statements are prepared in conformity with accounting
principles generally accepted in the United States of America (GAAP),
which 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 most significant estimates included within the financial statements
are the container rental equipment estimated useful lives and residual
values, and the estimate of future cash flows from container rental
equipment operations, used to determine the adequacy of the carrying
value of container rental equipment in accordance with SFAS No. 144.
Considerable judgment is required in estimating future cash flows from
container rental equipment operations. Accordingly, the estimates may
not be indicative of the amounts that may be realized in future periods.
As additional information becomes available in subsequent periods,
reserves for the impairment of the container rental equipment carrying
values may be necessary based upon changes in market and economic
conditions.  (f)
    
    Financial Statement Presentation  These financial statements have been prepared without audit pursuant
to the rules and regulations of the Securities and Exchange Commission.
Certain information and footnote disclosures normally included in
financial statements prepared in accordance with accounting principles
generally accepted in the United States of America (GAAP) have been
condensed or omitted pursuant to such rules and regulations, although the
Registrant believes that the disclosures are adequate to make the
information presented not misleading. It is suggested that these
financial statements be read in conjunction with the financial statements
and accompanying notes in the Partnerships December 31, 2003 Annual
Report on Form 10-K. (Continued) 8




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IEA INCOME FUND XII, L.P. Notes to Unaudited Condensed Financial Statements  (f)
    
    Financial Statement Presentation (continued)  The interim financial statements presented herewith reflect in the
opinion of management, all adjustments of a normal recurring necessary to
present fairly the results for the interim periods presented. The
results of operations for such interim periods are not necessarily
indicative of the results to be expected for the full year.  (2)
    
    Net Lease Receivables Due from Leasing Company  Net lease receivables due from the Leasing Company are determined by
deducting direct operating payables and accrued expenses, base management
fees payable, and reimbursed administrative expenses payable to CCC and its
affiliates from the rental billings earned by the Leasing Company under
operating leases to ocean carriers for the containers owned by the
Partnership, as well as proceeds earned from container disposals. Net lease
receivables at March 31, 2004 and December 31, 2003 were as follows: March 31,
    
    December 31,2004
    
    2003Gross lease receivables
    
    $
    861,553
    
    
    $
    800,917Less:Direct operating payables and accrued expenses
    
    
    302,640
    
    
    
    318,474Damage protection reserve
    
    
    78,440
    
    
    
    60,333Base management fees payable
    
    
    27,978
    
    
    
    25,800Reimbursed administrative expenses
    
    
    15,563
    
    
    
    18,176Allowance for doubtful accounts
    
    
    130,223
    
    
    
    113,732Net lease receivables
    
    $
    306,709
    
    
    $
    264,402
  (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 earned by the Leasing Company under
operating leases to ocean carriers for the containers owned by the
Partnership. Net lease revenue for the three-month periods ended March 31,
2004 and 2003 were as follows: Three Months EndedMarch 31,
    
    March 31,2004
    
    2003Rental revenue (note 4)
    
    $
    828,607
    
    
    $
    922,367Less:Rental equipment operating expenses
    
    
    249,561
    
    
    
    279,895Base management fees
    
    
    58,145
    
    
    
    45,535Reimbursed administrative expenses
    
    
    53,171
    
    
    
    57,656Net lease revenue
    
    $
    467,730
    
    
    $
    539,281
 (Continued) 9




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IEA INCOME FUND XII, L.P. Notes to Unaudited Condensed Financial Statements  (4)
    
    Operating Segment  An operating segment is a component of an enterprise that engages in
business activities from which it may earn revenues and incur expenses,
whose operating results are regularly reviewed by the enterprises chief
operating decision maker to make decisions about resources to be allocated
to the segment and assess its performance, and about which separate
financial information is available. The Leasing Company operates the
Partnerships container fleet as a homogenous unit and has determined that
as such it has a single reportable operating segment.The Partnership derives its revenues from dry cargo and refrigerated
containers used by its customers in global trade routes. As of March 31,
2004, the Partnership operated 5,526 twenty-foot, 3,368 forty-foot and 144
forty-foot high-cube marine dry cargo containers, as well as 202 twenty-foot
and 136 forty-foot marine refrigerated cargo containers. A summary of gross
lease revenue, by product, for the three-month periods ended March 31, 2004
and 2003 follows: Three Months EndedMarch 31,
    
    March 31,2004
    
    2003Dry cargo containers
    
    $
    663,001
    
    
    $
    719,131Refrigerated containers
    
    
    165,606
    
    
    
    203,236Total
    
    $
    828,607
    
    
    $
    922,367
  Due to the Partnerships lack of information regarding the physical location
of its fleet of containers when on lease in the global shipping trade, the
Partnership believes that it does not possess discernible geographic
reporting segments as defined in SFAS No. 131 (SFAS 131), Disclosures
about Segments of an Enterprise and Related Information. 10




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Item 2. Managements Discussion and Analysis of Financial Condition and
Results of Operations The following discussion of the Registrants historical financial condition and
results of operations should be read in conjunction with the Registrants
December 31, 2003 Annual Report on Form 10-K and the financial statements and
the notes thereto appearing elsewhere in this report. General A Leasing Agent Agreement exists between the Registrant and the Leasing
Company, whereby the Leasing Company has the responsibility to manage the
leasing operations of all equipment owned by the Registrant. Pursuant to the
Agreement, the Leasing Company is responsible for leasing, managing and
re-leasing the Registrant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 Registrant, 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. At March 31, 2004, 59% of the original
equipment remained in the Registrants fleet, as compared to 61% at December
31, 2003. The following chart summarizes the composition of the Registrants
fleet (based on container type) at March 31, 2004. Dry Cargo
    
    RefrigeratedContainers
    
    Containers40-Foot20-Foot
    
    40-Foot
    
    High-Cube
    
    20-Foot
    
    40-FootContainers on lease:Master lease
    
    
    2,816
    
    
    
    1,552
    
    
    
    106
    
    
    
    104
    
    
    
    5Term lease (1-5 years)
    
    
    2,181
    
    
    
    1,234
    
    
    
    24
    
    
    
    58
    
    
    
    98Subtotal
    
    
    4,997
    
    
    
    2,786
    
    
    
    130
    
    
    
    162
    
    
    
    103Containers off lease
    
    
    529
    
    
    
    582
    
    
    
    14
    
    
    
    40
    
    
    
    33Total container fleet
    
    
    5,526
    
    
    
    3,368
    
    
    
    144
    
    
    
    202
    
    
    
    136
 Dry Cargo
    
    RefrigeratedContainers
    
    Containers40-Foot20-Foot
    
    40-Foot
    
    High-Cube
    
    20-Foot
    
    40-FootUnits
    
    %
    
    Units
    
    %
    
    Units
    
    %
    
    Units
    
    %
    
    Units
    
    %Total purchases
    
    
    9,743
    
    
    
    100
    %
    
    
    5,426
    
    
    
    100
    %
    
    
    213
    
    
    
    100
    %
    
    
    248
    
    
    
    100
    %
    
    
    309
    
    
    
    100
    %Less disposals
    
    
    4,217
    
    
    
    43
    %
    
    
    2,058
    
    
    
    38
    %
    
    
    69
    
    
    
    32
    %
    
    
    46
    
    
    
    19
    %
    
    
    173
    
    
    
    56
    %Remaining fleet at
March 31, 2004
    
    
    5,526
    
    
    
    57
    %
    
    
    3,368
    
    
    
    62
    %
    
    
    144
    
    
    
    68
    %
    
    
    202
    
    
    
    81
    %
    
    
    136
    
    
    
    44
    %
 A general surge in trade volumes during the three-month period ending March 31,
2004 contributed to robust container leasing market conditions and high levels
of demand for new and existing containers. The Registrants own dry cargo
containers utilization measured 87% at March 31, 2004, compared to 85% at
December 31, 2003. Industry analysts report that the surge in trade volumes exasperated
operational inefficiencies within the worlds ports and railroads, contributing
to congestion and the absorption of containers from the shipment chain as
turnaround times for containers increased. Additionally, the production of
additional, new containers was hampered by steel shortages, affecting the
container manufacturers ability to meet the increase in demand. Chinas rise
in foreign investment, trade revenues and consumer spending has resulted in
high levels of spending on infrastructure projects and industrial production,
and accordingly, the consumption of large quantities of steel, aluminum and
other raw materials. This shortage of steel and other raw materials has had
implications for the container leasing and shipping industries. Container
manufacturers were forced to reduce the level of container production, and as a
result, fewer new containers were available to meet the increase in demand,
resulting in an increase in container prices. The price of a new twenty-foot
dry cargo container increased from $1,350 in the fourth quarter of 2003 to
$2,000 in the first quarter of 2004. Also contributing to the drastic rise in
container prices were increases in the price of steel, primarily due to
increases in the cost of steel components, iron ore and coke. A number of
major leasing companies and shipping lines have reported that the combination
of rising container prices and manufacturer production shortages will result in
lower container acquisition targets for 2004. 11




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\

The increase in demand for containers, combined with the reduction in new
container production, has contributed to reducing off-hire inventories of
existing, older containers throughout the world, as shipping lines employed
leased containers to meet their container requirements. The strong demand has
also resulted in many leasing companies delaying and canceling their container
disposal programs. Should the price of new containers decline or the level of
new container production increase, the demand for existing older containers,
such as those owned by the Registrant could diminish. Per-diem rates for new containers are rising in line with the increase in new
container costs. Industry analysts are predicting per-diem rates for existing
fleets of containers to also increase for the duration of the steel and
container supply shortages. The opinion of the analysts is divided on whether
the steel shortage will correct in the second half of 2004 or whether it will
be long term in nature. Although per-diem rates are predicted to increase for
existing fleets of containers, such as those owned by the Registrant, actual
increases will not be realized until a significant number of the Leasing
Companys sub-leases with the shipping lines expire and are renegotiated at
higher per-diem rates. The Registrants average dry cargo container per-diem
rate for the three-month period ended March 31, 2004 declined approximately 2%
in comparison to the same period in the prior year, however, this average
per-diem rate was consistent with the average per-diem rate realized for the
three-month period ended December 31, 2003. Although favorable market conditions currently exist for container lessors, the
container shortages and their rising costs may negatively impact the shipping
lines. Although shipping lines have experienced an increase in freight rates
in line with strong demand on major trade routes, particularly the Asia to
Europe and Asia to US routes, shipping lines are under financial pressures.
Sharply rising charter rates for ships, combined with the rise in steel prices,
the related increase in new container prices, and rising costs associated with
implementing higher levels of security within the shipping industry have
created a concern for both the shipping lines and leasing companies. Current
conditions appear to favor the larger more established shipping lines, which
have witnessed strong recoveries in their performance over the last few years.
The Registrant, CCC and the Leasing Company remain cautious, and continue to
monitor the aging of lease receivables, collections and the credit exposure to
various existing and new customers. The financial impact of losses from these
shipping lines may eventually influence the demand for leased containers, as
some shipping lines may experience additional financial difficulties,
consolidate, or become insolvent. The ultimate outcome, as well as its impact
on the container leasing industry and the Registrants results of operations is
unknown, however CCC, on behalf of the Registrant, believes that its leasing
strategies will assist in reducing these risks. Lastly, wide-ranging concerns remain regarding recovery of the worlds major
economies, performance of global stock markets, geopolitical concerns arising
from uncertainties within the Middle East and Asia, as well as new container
production levels, all of which may temper the current demand for leased
containers. The Registrants average fleet size and utilization rates for the three and
nine-month periods ended March 31, 2004 and 2003 were as follows: Three Months EndedMarch 31,
    
    March 31,2004
    
    2003Average fleet size (measured in twenty-foot equivalent units (TEU))Dry cargo containers
    
    
    12,780
    
    
    
    14,562Refrigerated containers
    
    
    493
    
    
    
    671Average UtilizationDry cargo containers
    
    
    85
    %
    
    
    79
    %Refrigerated containers
    
    
    78
    %
    
    
    72
    %
 The primary component of the Registrants results of operations is net lease
revenue. Net lease revenue is determined by deducting direct operating
expenses, management fees and reimbursed administrative expenses, from rental
revenues billed by the Leasing Company from the leasing of the Registrants
containers. Net lease revenue is directly related to the size, utilization and
per-diem rental rates of the Registrants fleet. 12




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Three Months Ended March 31, 2004 Compared to the Three Months Ended March 31,
2003 Net lease revenueof $467,730 for the three months ended March 31, 2004 was
$71,551 lower than in the corresponding period of 2003. The decrease was
primarily a result of a $93,760 decrease in gross lease revenue (a component of
net lease revenue) arising from lower, average per-diem rental rates and the
Registrants smaller fleet size. This decrease in gross lease revenue was
partially offset by a $22,210 aggregate decline in rental equipment operating
expenses, management fees and reimbursed administrative expenses, when compared
to the corresponding period in 2003. Contributing to the decline in rental
equipment operating expenses were decreases in storage costs, a direct result
of higher utilization and its impact on reducing the number of off-hire
containers in inventory, partially offset by an increase in repositioning
expenses. Repositioning expenses are expected to decline in subsequent periods
in response to the increase in demand for containers and lower inventory
levels. The provision for doubtful accounts also declined by $30,782 from the
corresponding period in the prior year. Depreciation expenseof $580,573 for the three months ended March 31, 2004 was
$87,600 lower than the same period in 2003, a direct result of the Registrants
declining fleet size. Other general and administrative expenseswere $33,082 in the first quarter of
2004, consistent with the corresponding period of 2003. Net loss on disposal of equipmentwas a result of the Registrant disposing of
312 containers during the three-month period ended March 31, 2004, as compared
to 325 containers during the same period in 2003. These disposals resulted in
a net loss of $170,828 for the three-month period ended March 31, 2004, as
compared to $137,529 for the three-month period ended March 31, 2003. The
Registrant believes that the net loss on container disposals in the three-month
period ended March 31, 2004 was a result of various factors including the
volume of disposed containers, age, condition, suitability for continued
leasing, as well as the geographical location of the containers when disposed.
These factors will continue to influence the decision to repair or dispose of a
container when it is returned by a lessee, as well as the amount of sales
proceeds received and the related gain or loss on container disposals. The
level of the Registrants container disposals in subsequent periods, as well as
the price of steel, new container prices, and the current leasing markets
impact on sales prices for existing, older containers, such as those owned by
the Registrant, will also contribute to fluctuations in the net gain or loss on
disposals. There were no reductions to the carrying value of container rental
equipment due to impairment during the three-month periods ended March 31, 2004
and 2003. Liquidity and Capital Resources Cash from Operating Activities:Net cash provided by operating activities was
$494,709 and $498,142 during the first three months of 2004 and 2003,
respectively, primarily generated from the billing and collection of net lease
revenue. Cash from Investing Activities:Net cash provided by investing activities
during the three-month periods ending March 31, 2004 and 2003, included sales
proceeds generated from the sale of rental equipment of $235,579 and $271,579,
respectively. Cash from Financing Activities:Net cash used in financing activities was
$740,173 during the first three months of 2004 compared to $1,056,320 in the
corresponding period of 2003. These amounts represent distributions to the
Registrants general and limited partners. The Registrants diminishing fleet
size may produce lower operating results and, consequently, lower distributions
to its partners in subsequent periods. Sales proceeds distributed to its
partners may fluctuate in subsequent periods, reflecting the level of container
disposals. Capital Resources Capital Resources:Aside from the initial working capital reserve retained
from the gross subscription proceeds (equal to approximately 1% of such
proceeds), the Registrant relied primarily on container rental receipts and
proceeds from container sales to generate distributions to its general and
limited partners, as well as to finance current operating needs. Quarterly
distributions are also affected by periodic increases or decreases to working
capital reserves, as deemed appropriate by CCC, to ensure cash reserves on hand
are sufficient to meet the Registrants operating requirements. No credit
lines are maintained to finance working capital. 13




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##### Table of Contents



Critical Accounting Policies The Registrants accounting policies are fundamental to understanding
managements discussion and analysis of results of operations and financial
condition. The Registrant has identified three policies as being significant
because they require the Registrant to make subjective and/or complex judgments
about matters that are inherently uncertain. These policies include the
following:  
    
    Container equipment  depreciable lives
    
    Container equipment  valuation
    
    Allowance for doubtful accounts The Registrant, in consultation with its audit committee, has reviewed and
approved these significant accounting policies which are further described in
the Registrants 2003 Annual Report on Form 10-K. Inflation The Registrant believes inflation has not had a material adverse effect on the
results of its operations. 
 Item 3. Quantitative and Qualitative Disclosures About Market Risk Exchange rate risk:Substantially all of the Registrants revenues are billed
and paid in US dollars and a significant portion of costs are billed and paid
in US dollars. The Leasing Company believes that the proportion of US dollar
revenues may decrease in future years, reflecting a more diversified customer
base and lease portfolio. Of the remaining costs, the majority are
individually small, unpredictable and incurred in various denominations and
thus are not suitable for cost effective hedging. The Leasing Company may hedge a portion of the expenses that are predictable
and are principally in UK pounds sterling. As exchange rates are outside of
the control of the Registrant and Leasing Company, there can be no assurance
that such fluctuations will not adversely affect its results of operations and
financial condition. 
 Item 4. Controls and Procedures The principal executive and principal financial officers of CCC have evaluated
the disclosure controls and procedures of the Registrant as of the end of the
period covered by this report. As used herein, the term disclosure controls
and procedures has the meaning given to the term by Rule 13a-15 under the
Securities Exchange Act of 1934, as amended (Exchange Act), and includes the
controls and other procedures of the Registrant that are designed to ensure
that information required to be disclosed by the Registrant in the reports that
it files with the SEC under the Exchange Act is recorded, processed, summarized
and reported within the time periods specified in the SECs rules and forms.
Based upon their evaluation, the principal executive and principal financial
officers of CCC have concluded that the Registrants disclosure controls and
procedures were effective such that the information required to be disclosed by
the Registrant in this report is recorded, processed, summarized and reported
within the time periods specified in the SECs rules and forms applicable to
the preparation of this report and is accumulated and communicated to CCCs
management, including CCCs principal executive officer and principal financial
officer, as appropriate to allow timely decisions regarding required
disclosures. There have been no significant changes in the Registrants internal controls or
in other factors that could significantly affect the Registrants internal
controls subsequent to the evaluation described above conducted by CCCs
principal executive and financial officers. 14




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##### Table of Contents



PART II - OTHER INFORMATION 
  Item 1. Legal Proceedings  Not applicable. 
  Item 2. Changes in Securities and Use of Proceeds  Not applicable. 
  Item 3. Defaults Upon Senior Securities  Not applicable. 
  Item 4. Submissions of Matters to a Vote of Securities Holders  Not applicable. 
  Item 5. Other Information  Not applicable. 
  Item 6. Exhibits and Reports on Form 8-K(a)
    
    Exhibits ExhibitNo.
    
    Description
    
    Method of Filing3(a)
    
    Limited Partnership Agreement of the Registrant, amended
and restated as of December 2, 1991
    
    *3(b)
    
    Certificate of Limited Partnership of the Registrant
    
    **10
    
    Form of Leasing Agent Agreement with Cronos Containers
Limited
    
    ***31.1
    
    Rule 13a-14 Certification
    
    Filed with this document31.2
    
    Rule 13a-14 Certification
    
    Filed with this document32
    
    Section 1350 Certification
    
    Filed with this document
****
  (b)
    
    Reports on Form 8-K  No reports on Form 8-K were filed by the Registrant during the quarter ended
March 31, 2004.   *
    
    Incorporated by reference to Exhibit A to the Prospectus of the Registrant
dated December 2, 1991, included as part of Registration Statement on Form S-1
(No. 33-42697)**
    
    Incorporated by reference to Exhibit 3.2 to the Registration Statement on
Form S-1 (No. 33-42697)***
    
    Incorporated by reference to Exhibit 10.2 to the Registration Statement
on Form S-1 (No. 33-42697)****
    
    This certification, required by Section 906 of the Sarbanes-Oxley Act of
2003, other than as required by Section 906, is not to be deemed filed
with the Commission or subject to the rules and regulations promulgated by
the Commission under the Securities Exchange Act of 1934, as amended, or
to the liabilities of Section 18 of said Act. 15




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##### Table of Contents



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 XII, L.P.By
    Cronos Capital Corp.The General PartnerBy
    /s/ Dennis J. TietzDennis J. TietzPresident and Director of Cronos Capital Corp. (CCC)Principal Executive Officer of CCCBy
    /s/ John KallasJohn KallasChief Financial Officer and

Director of Cronos Capital Corp. (CCC)

Principal Financial and Accounting Officer of CCC
 Date: May 14, 2004 16




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##### Table of Contents



EXHIBIT INDEX ExhibitNo.
    
    Description
    
    Method of Filing3(a)
    
    Limited Partnership Agreement of the Registrant, amended
and restated as of December 2, 1991
    
    *3(b)
    
    Certificate of Limited Partnership of the Registrant
    
    **10
    
    Form of Leasing Agent Agreement with Cronos Containers
Limited
    
    ***31.1
    
    Rule 13a-14 Certification
    
    Filed with this document31.2
    
    Rule 13a-14 Certification
    
    Filed with this document32
    
    Section 1350 Certification
    
    Filed with this document
****
   *
    
    Incorporated by reference to Exhibit A to the Prospectus of the
Registrant dated December 2, 1991, included as part of Registration
Statement on Form S-1 (No. 33-42697)**
    
    Incorporated by reference to Exhibit 3.2 to the Registration Statement on
Form S-1 (No. 33-42697)***
    
    Incorporated by reference to Exhibit 10.2 to the Registration Statement
on Form S-1 (No. 33-42697)****
    
    This certification, required by Section 906 of the Sarbanes-Oxley Act of
2003, other than as required by Section 906, is not deemed to be filed
with the Commission or subject to the rules and regulations promulgated by
the Commission under the Securities Exchange Act of 1934, as amended, or
to the liabilities of Section 18 of said Act.