##### Table of Contents



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, 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 0-17942 IEA INCOME FUND VIII, A California Limited Partnership
  California
(State or other jurisdiction of
incorporation or organization)
    
    94-3046886
(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].




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IEA INCOME FUND VIII,
A California Limited Partnership Report
on Form 10-Q for the Quarterly Period
Ended June 30, 2004 TABLE OF CONTENTS PAGEPART I - FINANCIAL INFORMATION
    
    
    3Item 1. Financial Statements
    
    
    3Condensed
Balance Sheets - June 30, 2004 and December 31, 2003 (unaudited)
    
    
    4Condensed Statements of Operations for the three and six months ended June 30, 2004 and 2003 (unaudited)
    
    
    5Condensed Statements of Cash Flows for the six months ended June 30, 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
    
    
    15Item 4. Controls and Procedures
    
    
    15PART II - OTHER INFORMATION
    
    
    16Item 1. Legal Proceedings
    
    
    16Item 2. Changes in Securities and Use of Proceeds
    
    
    16Item 3. Defaults Upon Senior Securities
    
    
    16Item 4. Submissions of Matters to a Vote of Securities Holders
    
    
    16Item 5. Other Information
    
    
    16Item 6. Exhibits and Reports on Form 8-K
    
    
    16EXHIBIT 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 June
30, 2004 and December 31, 2003, condensed statements of operations for
the three and six months ended June 30, 2004 and 2003, and condensed
statements of cash flows for the six months ended June 30, 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 VIII,
A California Limited Partnership 
 Condensed Balance Sheets (Unaudited) June 30,
    
    December 31,2004
    
    2003AssetsCurrent assets:Cash and cash equivalents, includes $236,994 at June 30, 2004 and
$261,416 at December 31, 2003 in interest-bearing accounts
    
    $
    267,030
    
    
    $
    293,068Net lease receivables due from Leasing Company
(notes 1 and 2)
    
    
    22,725
    
    
    
    7,046Total current assets
    
    
    289,755
    
    
    
    300,114Container rental equipment, at cost
    
    
    2,355,423
    
    
    
    2,645,655Less accumulated depreciation
    
    
    (1,929,732
    )
    
    
    (2,152,409
    )Net container rental equipment
    
    
    425,691
    
    
    
    493,246Total assets
    
    $
    715,446
    
    
    $
    793,360Partners CapitalPartners capital (deficit):General partner
    
    
    (152,765
    )
    
    $
    (185,339
    )Limited partners
    
    
    868,211
    
    
    
    978,699Total partners capital
    
    $
    715,446
    
    
    $
    793,360
 The accompanying notes are an integral part of these financial statements. 4




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IEA INCOME FUND VIII,
A California Limited Partnership 
 Condensed Statements of Operations (Unaudited) Three Months Ended
    
    Six Months EndedJune 30,
    
    June 30,
    
    June 30,
    
    June 30,2004
    
    2003
    
    2004
    
    2003Net lease revenue (notes 1 and 3)
    
    $
    42,242
    
    
    $
    41,299
    
    
    $
    78,245
    
    
    $
    83,570Other operating income (expenses):Depreciation
    
    
    (13,422
    )
    
    
    (38,830
    )
    
    
    (27,624
    )
    
    
    (96,420
    )Other general and administrative expenses
    
    
    (13,030
    )
    
    
    (10,448
    )
    
    
    (26,671
    )
    
    
    (24,329
    )Net gain on disposal of equipment
    
    
    15,522
    
    
    
    12,123
    
    
    
    33,829
    
    
    
    17,598Income (loss) from operations
    
    
    31,312
    
    
    

    4,144
    
    
    
    57,779
    
    
    
    (19,581
    )Other income:Interest income
    
    
    154
    
    
    
    365
    
    
    
    320
    
    
    
    747Net income (loss)
    
    $
    31,466
    
    
    $
    4,509
    
    
    $
    58,099
    
    
    $
    (18,834
    )Allocation of net income (loss):General partner
    
    $
    21,055
    
    
    $
    12,048
    
    
    $
    47,688
    
    
    $
    17,234Limited partners
    
    
    10,411
    
    
    
    (7,539
    )
    
    
    10,411
    
    
    
    (36,068
    )$
    31,466
    
    
    $
    4,509
    
    
    $
    58,099
    
    
    $
    (18,834
    )Limited partners per unit share of net income (loss)
    
    $
    0.48
    
    
    $
    (0.35
    )
    
    $
    0.48
    
    
    $
    (1.68
    )
 The accompanying notes are an integral part of these financial statements. 5




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IEA INCOME FUND VIII,
A California Limited Partnership 
 Condensed Statements of Cash Flows (Unaudited) Six Months EndedJune 30,
    
    June 30,2004
    
    2003Net cash provided by operating activities
    
    $
    40,412
    
    
    $
    54,601Cash provided by investing activities:Proceeds from sale of rental equipment
    
    
    69,563
    
    
    
    85,588Cash flows used in financing activities:Distribution to general partners
    
    
    (15,113
    )
    
    
    (7,556
    )Distribution to limited partners
    
    
    (120,900
    )
    
    
    (60,450
    )(136,013
    )
    
    
    (68,006
    )Net (decrease) increase in cash and cash equivalents
    
    
    (26,038
    )
    
    
    72,183Cash and cash equivalents at the beginning of the period
    
    
    293,068
    
    
    
    260,667Cash and cash equivalents at the end of the period
    
    $
    267,030
    
    
    $
    332,850
 The accompanying notes are an integral part of these financial statements. 6




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IEA INCOME FUND VIII,
A California Limited Partnership 
 Notes to Unaudited Condensed Financial Statements  (1)
    
    Summary of Significant Accounting Policies  (a)
    
    Nature of OperationsIEA Income Fund VIII, A California Limited Partnership (the
Partnership), was organized under the laws of the State of California
on August 31, 1987 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, 2008, unless sooner
terminated upon the occurrence of certain events.The Partnership commenced operations on January 6, 1988, when the minimum
subscription proceeds of $1,000,000 were obtained. The Partnership
offered 40,000 units of limited partnership interest at $500 per unit, or
$20,000,000. The offering terminated on August 31, 1988, at which time
21,493 limited partnership units had been sold.The decision to dispose of containers is influenced by various
factors including age, condition, suitability for continued leasing as
well as the geographical location when disposed. Although the
Partnerships fleet size has been reduced to approximately 18% of its
original fleet size, CCC has made the decision to continue the
Partnerships leasing operations and to capitalize on the current,
favorable market conditions. Within the next twenty-four months, the
Partnership is expected to enter the final phase of its liquidation and
wind-up stage of operations by disposing of its remaining fleet and
focusing on the collection of its lease receivables, a component of net
lease receivables. The Partnership will thereafter undertake a final
distribution to its partners, then cancel the Certificate of Limited
Partnership, thus terminating and dissolving the Partnership.(b)
    
    Leasing Company and Leasing Agent AgreementPursuant to the Limited Partnership Agreement of the Partnership,
all authority to administer the business of the Partnership is vested in
CCC. A Leasing Agent Agreement exists between CCC 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. (Continued) 7




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IEA INCOME FUND VIII,
A California Limited Partnership Notes to Unaudited Condensed Financial Statements  (b)
    
    Leasing Company and Leasing Agent Agreement (continued)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. 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.(c)
    
    Basis of AccountingThe 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 EquipmentIn 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 and six-month periods ended June 30, 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 EstimatesThe 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. (Continued) 8




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IEA INCOME FUND VIII,
A California Limited Partnership Notes to Unaudited Condensed Financial Statements  (e)
    
    Use of Estimates (continued)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,
recognition of an impairment of the container rental equipment carrying
values may be necessary based upon changes in market and economic
conditions.(f)
    
    Financial Statement PresentationThese 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.The interim financial statements presented herewith reflect in the
opinion of management, all adjustments of a normal recurring nature
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 CompanyNet lease receivables due from the Leasing Company are determined by
deducting direct operating payables and accrued expenses, base management
fees payable, reimbursed administrative expenses payable, and incentive fees
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 June 30, 2004 and December 31, 2003
were as follows: June 30,
    
    December 31,2004
    
    2003Gross lease receivables
    
    $
    79,859
    
    
    $
    75,139Less:Direct operating payables and accrued expenses
    
    
    37,596
    
    
    
    45,139Base management fees payable
    
    
    2,072
    
    
    
    2,095Reimbursed administrative expenses
    
    
    1,500
    
    
    
    1,566Allowance for doubtful accounts
    
    
    10,090
    
    
    
    10,058Incentive fees
    
    
    5,876
    
    
    
    9,235Net lease receivables
    
    $
    22,725
    
    
    $
    7,046
 (Continued) 9




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IEA INCOME FUND VIII,
A California Limited Partnership Notes to Unaudited Condensed Financial Statements  (3)
    
    Net Lease RevenueNet lease revenue is determined by deducting direct operating expenses,
base management and incentive fees and reimbursed administrative expenses to
CCC 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 and six-month periods ended June 30, 2004 and
2003 was as follows: Three Months Ended
    
    Six Months EndedJune 30,
    
    June 30,
    
    June 30,
    
    June 30,2004
    
    2003
    
    2004
    
    2003Rental revenue (note 4)
    
    $
    63,394
    
    
    $
    70,395
    
    
    $
    126,720
    
    
    $
    141,984Less:Rental equipment operating expenses
    
    
    9,507
    
    
    
    13,395
    
    
    
    18,763
    
    
    
    31,914Base management fees
    
    
    4,357
    
    
    
    2,033
    
    
    
    8,814
    
    
    
    3,912Reimbursed administrative expenses
    
    
    4,534
    
    
    
    5,268
    
    
    
    9,144
    
    
    
    10,830Incentive fees
    
    
    2,754
    
    
    
    8,400
    
    
    
    11,754
    
    
    
    11,758Net lease revenue
    
    $
    42,242
    
    
    $
    41,299
    
    
    $
    78,245
    
    
    $
    83,570
  (4)
    
    Operating SegmentAn 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 containers used by its
customers in global trade routes. As of June 30, 2004, the Partnership
operated 444 twenty-foot, 396 forty-foot and 23 forty-foot high-cube marine
dry cargo containers.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 Pursuant to the Limited Partnership Agreement of the Partnership, all authority
to administer the business of the Partnership is vested in CCC. A Leasing
Agent Agreement exists between CCC 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 June 30, 2004, 18% of the original equipment remained in the
Registrants fleet, as compared to 20% at December 31, 2003. The following
chart summarizes the composition of the Registrants fleet (based on container
type) at June 30, 2004. 40-Foot20-Foot
    
    40-Foot
    
    High-CubeContainers on lease:Term leases
    
    
    318
    
    
    
    294
    
    
    
    7Master leases
    
    
    115
    
    
    
    89
    
    
    
    14Subtotal
    
    
    433
    
    
    
    383
    
    
    
    21Containers off lease
    
    
    11
    
    
    
    13
    
    
    
    2Total container fleet
    
    
    444
    
    
    
    396
    
    
    
    23
 40-Foot20-Foot
    
    40-Foot
    
    High-CubeUnits
    
    %
    
    Units
    
    %
    
    Units
    
    %Total purchases
    
    
    2,244
    
    
    
    100
    %
    
    
    2,396
    
    
    
    100
    %
    
    
    150
    
    
    
    100
    %Less disposals
    
    
    1,800
    
    
    
    80
    %
    
    
    2,000
    
    
    
    83
    %
    
    
    127
    
    
    
    85
    %Remaining fleet at June 30, 2004
    
    
    444
    
    
    
    20
    %
    
    
    396
    
    
    
    17
    %
    
    
    23
    
    
    
    15
    %
 The general increase in trade volumes that emerged during the three-month
period ending March 31, 2004, continued during the three-month period ending
June 30, 2004, contributing to stronger container leasing market conditions and
higher levels of demand for new and existing containers. The Registrants dry
cargo container utilization measured 97% at June 30, 2004, compared to 92% at
December 31, 2003. The six-month period ending June 30, 2004 experienced substantial growth in
container trade volumes, especially within Asia-Europe and intra-Asian trade
routes. Chinas import and export markets were a catalyst to this growth.
These increases in trade volumes exasperated the worlds ports and railroads,
contributing to congestion and additional demand in some locations. Although container manufacturers stepped up production in the first half of
2004 in order to meet the increased container demand by shipping lines,
production of new containers was hampered somewhat by steel shortages earlier
in the year, contributing to stronger market conditions for leased containers.
As steel prices increased during 2004, the price of a new twenty-foot dry cargo
container also increased to as high as $2,000 in the first and second quarters
of 2004, compared to $1,350 in the latter part of 2003. (Continued) 11




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Off-hire inventories of older containers throughout the world declined, as
shipping lines employed more leased containers to meet their container
requirements. This decline in inventories has resulted in substantial
decreases in storage expenses, and expenditures to reposition containers from
low demand locations to locations of higher demand. Declining inventories have
also contributed to an increase in proceeds per container realized on the sale
of used containers, as fewer containers were available to meet the demand of
buyers of existing containers. The Registrants dry cargo inventory of
off-hire containers at June 30, 2004 decreased approximately 82% in comparison
to June 30, 2003. Per-diem rates for new containers increased in line with the increase in new
container costs, while per diems for older containers remained relatively
unchanged, as the lease market for older containers remains competitive, and
therefore, subject to significant pricing pressures. The Registrants average
dry cargo container per-diem rate for the three-month period ended June 30,
2004 increased approximately 1% in comparison to the same period in the prior
year. Although favorable market conditions currently exist for container lessors, the
current market conditions may negatively impact the shipping lines. Sharply
rising charter rates for ships, combined with the rise in steel prices and the
related increase in new container prices, have created a concern for both the
shipping lines and therefore, the leasing companies. Although some shipping
lines have experienced an increase in freight rates in line with the strong
demand on major trade routes, some shipping lines are facing increased
financial pressures, especially those shipping lines that rely on operating
their containerships via short-term charters. Current conditions appear to
favor the larger more established shipping lines, which have witnessed strong
recoveries in their performance over the last few quarters. Some regional
intra-Asia shipping lines have cut back services in some routes in an attempt
to reduce their rising costs. 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. Lastly, wide-ranging concerns remain regarding recovery of the worlds major
economies, including the price of oil, inflation concerns and its impact on
interest rates, US trade and budget deficits, Chinas efforts to cool its
economy, performance of global stock markets, geopolitical concerns arising
from uncertainties within the Middle East and Asia, threats of another major
terrorist attack, as well as new container production levels, all of which may
have an impact on the current demand for leased containers. The Registrants average fleet size and utilization rates for the three and
six-month periods ended June 30, 2004 and 2003 were as follows: Three Months Ended
    
    Six Months EndedJune 30,
    
    June 30,
    
    June 30,
    
    June 30,2004
    
    2003
    
    2004
    
    2003Average fleet size
(measured in
twenty-foot
equivalent units
(TEU))
    
    
    1,354
    
    
    
    1,665
    
    
    
    1,386
    
    
    
    1,703Average utilization
    
    
    94
    %
    
    
    84
    %
    
    
    93
    %
    
    
    84
    %
 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 and incentive 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. (Continued) 12




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Three Months Ended June 30, 2004 Compared to the Three Months Ended June 30,
2003 Net lease revenueof $42,242 for the three months ended June 30, 2004 was $943
higher than the corresponding period of 2003. The increase was due to a $3,888
decline in rental operating expenses, as well as a combined $4,056 decline in
management and related fees. These decreases were partially offset by a $7,001
decline in gross rental revenue (a component of net lease revenue) from the
same period in 2003, a result of Registrants smaller fleet size, partially
offset by an increase in utilization rates. The decline in rental equipment
operating expenses, which includes storage expenses, was primarily attributable
to the Registrants reduction in fleet size and favorable utilization levels. Depreciation expenseof $13,422 for the three months ended June 30, 2004 was
$25,408 lower than the same period in 2003, a direct result of the Registrants
aging and declining fleet size. Other general and administrative expenseswere $13,030 for the three months
ended June 30, 2004, an increase of $2,582, or 24%, when compared to the
corresponding period in 2003, primarily due to an increase in investor
communication expenses. Net gain on disposal of equipmentwas a result of the Registrant disposing of
68 containers during the three-month period ended June 30, 2004, as compared to
51 containers during the same period in 2003. These disposals resulted in a
net gain of $15,522 for the three-month period ended June 30, 2004, as compared
to $12,123 for the three-month period ended June 30, 2003. The Registrant
believes that the net gain on container disposals in the three-month period
ended June 30, 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 dispose. These factors
will continue to influence 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 June 30, 2004 and 2003. Six Months Ended June 30, 2004 Compared to the Six Months Ended June 30, 2003 Net lease revenueof $78,245 for the six months ended June 30, 2004 was $5,325
lower than the corresponding period of 2003. The decrease was due to a $15,264
decline in gross rental revenue (a component of net lease revenue) from the
same period in 2003. Gross rental revenue was impacted by the Registrants
smaller fleet size, partially offset by higher utilization rates. Other
components of net lease revenue, including management and incentive fees,
rental equipment operating expense and reimbursed administrative expenses were
lower by a combined $9,939 when compared to the corresponding period in 2003.
The decline in rental equipment operating expenses were attributable to the
Registrants reduction in fleet size and favorable utilization levels. The
decline in these components of net lease revenue partially offset the decline
in gross lease revenue. Depreciation expenseof $27,624 for the six months ended June 30, 2004 was
$68,796 lower than the same period in 2003, a direct result of the Registrants
aging and declining fleet size. Other
general and administrative expenseswere $26,671 for the six months ended
June 30, 2004, an increase of $2,343, or 10%, when compared to the
corresponding period in 2003, primarily due to an increase in investor
communication expenses. Net gain on disposal of equipmentwas a result of the Registrant disposing of
101 containers during the six-month period ended June 30, 2004, as compared to
98 containers during the same period in 2003. These disposals resulted in a
net gain of $33,829 for the six-month period ended June 30, 2004, as compared
to $17,598 for the six-month period ended June 30, 2003. There were no
reductions to the carrying value of container rental equipment during the
six-month periods ended June 30, 2004 and 2003. The Registrant believes that
the net gain on container disposals in the six-month period ended June 30, 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 dispose. These factors will continue to
influence 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
six-month periods ended June 30, 2004 and 2003. (Continued) 13




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Liquidity and Capital Resources Cash from Operating Activities: Net cash provided by operating activities was
$40,412 and $54,601 during the first six 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 six-month periods ending June 30, 2004 and 2003, included sales
proceeds generated from the sale of rental equipment of $69,563 and $85,588,
respectively. Cash from Financing Activities: Net cash used in financing activities was
$136,013 during the first six months of 2004 compared to $68,006 in the
corresponding period of 2003. These amounts represent distributions to the
Registrants general and limited partners. The Registrants continuing
container disposals, as well as current market conditions, should 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. Effective
July 1, 2003, the Registrant resumed distributions of cash generated from
operations. The distributions had been suspended as of October 1, 2002, in an
effort to reserve all excess cash as part of its working capital in order to
maintain sufficient cash reserves for expenses related to its final liquidation
and subsequent dissolution. The Registrant may also refrain from distributing
cash generated from sales proceeds to its partners in subsequent periods. Capital Resources Capital Resources:Aside from the initial working capital reserve retained
from the gross subscription proceeds (equal to approximately .7% of such
proceeds), the Registrant relied primarily on container rental receipts to
generate distributions and proceeds from container sales 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. 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. (Continued) 14




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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. 15




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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 October 13, 1987
    
    *3(b)
    
    Certificate of Limited Partnership of the Registrant
    
    **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 three-month
period ended June 30, 2004.   *
    
    Incorporated by reference to Exhibit A to the Prospectus of the
Registrant dated October 13, 1987, included as part of Registration
Statement on Form S-1 (No. 33-16984)**
    
    Incorporated by reference to Exhibit 3.4 to the Registration Statement on
Form S-1 (No. 33-16984)***
    
    This certification, required by Section 906 of the Sarbanes-Oxley Act of
2002, 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. 16




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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 VIII,A California Limited PartnershipBy
    
    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 andDirector of Cronos Capital Corp. (CCC)Principal Financial and Accounting Officer of CCC
 Date: August 12, 2004 17




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EXHIBIT INDEX ExhibitNo.
    
    Description
    
    Method of Filing3(a)
    
    Limited Partnership Agreement of the Registrant,
amended and restated as of October 13, 1987
    
    *3(b)
    
    Certificate of Limited Partnership of the Registrant
    
    **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 October 13, 1987, included as part of Registration
Statement on Form S-1 (No. 33-16984)**
    
    Incorporated by reference to Exhibit 3.4 to the Registration Statement on
Form S-1 (No. 33-16984)***
    
    This certification, required by Section 906 of the Sarbanes-Oxley Act of
2002, 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. 18