e10vq

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q


þ		QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2007


o		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.

(Exact name of registrant as specified in its charter)


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 þ No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer o Accelerated filer o Non-accelerated filer þ

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes o No þ

PART I — FINANCIAL INFORMATION

Item 1. Financial Statements

Presented herein are IEA Income Fund XII, L.P.’s (the “Partnership”) condensed balance sheets as of September 30, 2007 and December 31, 2006, condensed statements of operations for the three and nine months ended September 30, 2007 and 2006, and condensed statements of cash flows for the nine months ended September 30, 2007 and 2006, (collectively the “Financial Statements”) prepared by the Partnership 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 principles generally accepted in the United States of America have been condensed or omitted pursuant to such rules and regulations, although the Partnership 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 the notes thereto included in the Partnership’s December 31, 2006 Annual Report on Form 10-K. These Financial Statements reflect, in the opinion of the Partnership and Cronos Capital Corp. (“CCC”), 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 Partnership with respect to future events and financial performance and are subject to a number of risks and uncertainties, many of which are beyond the Partnership’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 Partnership’s strategy, future operations, estimated revenues, projected costs, prospects, plans and objectives of the Partnership are forward-looking statements. When used in this report, the words “would”, “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 Partnership does not undertake to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise. Although the Partnership believes that its plans, intentions and expectations reflected in or suggested by the forward-looking statements made in this report are reasonable, the Partnership 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.

IEA INCOME FUND XII, L.P.

Condensed Statements of Operations

(Unaudited)


	Three Months Ended						Nine Months Ended
	September 30,			September 30,			September 30,			September 30,
	2007			2006			2007			2006
Net lease revenue	$	174,177		$	299,777		$	587,049		$	928,399

Other operating income (expenses):
Depreciation		(142,419	)		(265,193	)		(573,335	)		(871,497	)
Other general and administrative expenses		(32,684	)		(50,344	)		(128,357	)		(133,058	)
Net gain on disposal of equipment		135,673			100,080			391,296			271,136

		(39,430	)		(215,457	)		(310,396	)		(733,419	)


Income from operations		134,747			84,320			276,653			194,980

Other income:
Interest income		7,555			12,631			25,941			38,580

Net income	$	142,302		$	96,951		$	302,594		$	233,560


Allocation of net income (loss):
General partner	$	12,384		$	100,048		$	266,733		$	270,760
Limited partners		129,918			(3,097	)		35,861			(37,200	)

	$	142,302		$	96,951		$	302,594		$	233,560


Limited partners’ per unit share of net income (loss)	$	0.04		$	—			0.01			(0.01	)

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

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 August 28, 1991 for the purpose of owning and leasing marine cargo containers worldwide to ocean carriers. 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 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 (“Units”) had been sold.

			One of the principal investment objectives of the Partnership was to lease its containers for ten to fifteen years, and then to dispose of them and liquidate. The Partnership has been in operation for over fifteen years. Through occasional sales, retirements and casualty losses, the Partnership had sold or disposed of approximately 78% of its container fleet (measured on a TEU-basis) as of September 30, 2007. With the reduction in the size of the Partnership’s container fleet, the administrative expenses incurred by the Partnership, as a percent of its gross revenues, has increased. For these reasons, CCC, as the general partner, concluded that it would be in the best interest of the Partnership and its limited partners to sell its remaining containers in bulk.

			CCC distributed a request for proposal (“RFP”) on September 7, 2007 to various third parties seeking their interest in purchasing the Partnership’s remaining containers. As of August 31, 2007 (the date of the data in the RFP), the Partnership owned 2,466 twenty-foot, 1,054 forty-foot and 61 forty-foot high-cube marine dry cargo containers as well as 44 twenty-foot and 2 forty-foot refrigerated cargo containers.

			On October 12, 2007, CCC, on behalf of the Partnership, resolved to sell 3,306 of the Partnership’s remaining containers on November 1, 2007 (the “Container Sale”) to the high bidder for the Partnership’s containers, Dr. John Gayner, a resident of the United Kingdom for $3,390,000 (see Note 6). An affiliate of CCC currently manages 437 TEUs of marine cargo containers for Dr. Gayner. With the completion of this sale of containers, the Partnership has now resolved to wind up and dissolve. CCC will proceed with the orderly liquidation of the Partnership, the payment of its remaining liabilities, and the distribution of the net proceeds of the Partnership’s liquidation to the general and limited partners.

			The Partnership will make one liquidating distribution to the limited partners of the Partnership, representing the net proceeds generated from the sale of the Partnership’s containers and the Partnership’s remaining assets, after payment or reservation for payment of the Partnership’s remaining liabilities, in the amount CCC estimates to be $1.19 per Unit. The liquidating distribution is expected to be made on or about November 30, 2007 to limited partners of record on November 1, 2007.

			CCC anticipates that the Partnership will complete its liquidation no later than December 31, 2007 and de-register the Partnership’s outstanding limited partnership units under the Securities Exchange Act of 1934, as amended, thereby terminating the Partnership’s obligation to file periodic reports under the Exchange Act with the SEC.

(Continued)

IEA INCOME FUND XII, L.P.

Notes to Unaudited Condensed Financial Statements

(1) Summary of Significant Accounting Policies (continued)

	(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 “Accounting for Lease”, 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 the Leasing Company. The Leasing Company leases containers to ocean carriers, under operating leases which are either master leases or term leases (mostly one to five years) and sales-type leases. 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. Sales-type leases have fixed payment terms and provide the lessee with a purchase option. The net investment in sales-type leases represents a receivable due from the Leasing Company, net of unearned income. Unearned income, when recognized, is reflected in the Partnership’s statements of operations, providing a constant return on capital over the lease term. Unearned income is recorded as part of the net lease receivable due from the Leasing Company. 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 Presentation

			These unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (GAAP) and regulation S-X, Article 10 under the Securities Exchange Act of 1934 for interim financial information. Certain information and footnote disclosures normally included in annual financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations, although the Partnership 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, 2006 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.

(Continued)

IEA INCOME FUND XII, L.P.

Notes to Unaudited Condensed Financial Statements

(1) Summary of Significant Accounting Policies (continued)

	(d)		Use of Estimates

			The preparation of financial statements in conformity with 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 significant estimates included within the financial statements are the container rental equipment’s estimated useful lives and residual values, and the estimate of future cash flows from container rental equipment operations, used to evaluate the carrying value of container rental equipment in accordance with SFAS No. 144 “Accounting for the Impairment or Disposal of Long Lived Assets” (“SFAS No. 144”).

	(e)		Container Rental Equipment

			Container rental equipment is depreciated over a 15-year period using the straight-line basis to its salvage value, estimated to be 10% of its original equipment cost. Depreciation policies are also evaluated to determine whether subsequent events and circumstances warrant revised estimates of useful lives and residual values.

			In accordance with SFAS No. 144, 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 projecting future cash flows from container rental equipment operations is prepared annually, or upon material changes in market conditions. Current and projected utilization rates, per-diem rental rates, direct operating expenses, fleet size and container disposals are the primary variables utilized in 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 nine-month periods ended September 30, 2007 and 2006.

	(f)		Allocation of Net Income or Loss, Partnership Distributions and Partners’ Capital Accounts

			Net income or loss has been allocated between the general and limited partners in accordance with the Partnership Agreement. The Partnership Agreement generally provides that CCC shall at all times maintain at least a 1% interest in each item of income or loss, including the gain arising from the sale of containers. The Partnership Agreement further provides that the gain arising from the sale of containers be allocated first to the partners with capital account deficit balances in an amount sufficient to eliminate any deficit capital account balance. Thereafter, the Partnership’s gains arising from the sale of containers are allocated to the partners in accordance with their share of sale proceeds distributed. The Partnership Agreement also provides for income (excluding the gain arising from the sale of containers) for any period, be allocated to CCC in an amount equal to that portion of CCC’s distributions in excess of 1% of the total distributions made to both CCC and the limited partners of the Partnership for such period, as well as other allocation adjustments.

(Continued)

IEA INCOME FUND XII, L.P.

Notes to Unaudited Condensed Financial Statements

(1)

Summary of Significant Accounting Policies (continued)

	(f)		Allocation of Net Income or Loss, Partnership Distributions and Partners’ Capital Accounts (continued)

			Actual cash distributions differ from the allocations of net income or loss between the general and limited partners as presented in these financial statements. Partnership distributions are paid to its partners (general and limited) from distributable cash from operations, allocated 95% to the limited partners and 5% to CCC. Distributions of sales proceeds are allocated 99% to the limited partners and 1% to CCC. The allocations remain in effect until such time as the limited partners have received from the Partnership aggregate distributions in an amount equal to their capital contributions plus a 10% cumulative, compounded (daily), annual return on their adjusted capital contributions.

			Thereafter, all Partnership distributions will be allocated 85% to the limited partners and 15% to CCC. Cash distributions from operations to CCC in excess of 5% of distributable cash will be considered an incentive fee and will be recorded as compensation to CCC, with the remaining distributions from operations charged to partners’ capital.

			Upon dissolution, the assets of the Partnership will be sold and the proceeds thereof distributed as follows: (i) all of the Partnership’s debts and liabilities to person’s other than CCC or the limited partners shall be paid and discharged; (ii) all of the Partnership’s debts and liabilities to CCC and the limited partners shall be paid and discharged; and (iii) the balance of such proceeds shall be distributed to CCC and the limited partners in accordance with the positive balances of CCC and the limited partners’ capital accounts. CCC shall contribute to the Partnership, if necessary, an amount equal to the lesser of the deficit balance in its capital account at the time of such liquidation, or 1.01% of the excess of the Limited Partners’ capital contribution to the Partnership over the capital contributions previously made to the Partnership by CCC, after giving effect to the allocation of income or loss arising from the liquidation of the Partnership’s assets.

(2)		Net Lease and Other Receivables Due from Leasing Company

		Net lease and other 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 and sales-type leases to ocean carriers for the containers owned by the Partnership as well as proceeds earned from container disposals. Net lease and other receivables at September 30, 2007 and December 31, 2006 were as follows:


	September 30,		December 31,
	2007		2006
Gross lease and other receivables	$	514,712	$	523,929
Less:
Direct operating payables and accrued expenses		143,262		180,112
Base management fees payable		12,840		208
Reimbursed administrative expenses		5,348		6,310
Allowance for doubtful accounts		157,555		141,513

		319,005		328,143


Net lease and other receivables	$	195,707	$	195,786

(Continued)

IEA INCOME FUND XII, L.P.

Notes to Unaudited Condensed Financial Statements

(3)		Net Lease Revenue

		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 and sales-type lease agreements between the Leasing Company and its various lessees, less direct operating expenses, management fees and reimbursed administrative expenses incurred in respect of the containers specified in each operating lease agreement. Net lease revenue for the nine-month periods ended September 30, 2007 and 2006 were as follows:


	Three Months Ended				Nine Months Ended
	September 30,		September 30,		September 30,		September 30,
	2007		2006		2007		2006
Rental revenue	$	253,963	$	348,598	$	819,071	$	1,194,736
Interest income from sales-type lease		—		—		—		185

		253,963		348,598		819,071		1,194,921


Less:
Rental equipment operating expenses		50,234		4,262		131,435		106,614
Base management fees		15,757		25,647		54,614		85,031
Reimbursed administrative expenses
Salaries		10,211		13,965		32,008		54,044
Other payroll related expenses		1,018		962		4,711		6,827
General and administrative expenses		2,566		3,985		9,254		14,006

Total reimbursed administrative expenses		13,795		18,912		45,973		74,877

		79,786		48,821		232,022		266,522

Net lease revenue	$	174,177	$	299,777	$	587,049	$	928,399

On December 1, 2004, the Leasing Company, on behalf of the Partnership, amended a term lease agreement with one lessee to include a bargain purchase option in exchange for the lessee’s continued lease of these older containers and their eventual sale. As a result of the amendment, the Partnership reclassified the term lease agreement as a sales-type lease, recorded a sales-type lease receivable and recognized the sale of 532 on-hire containers that were subject to the amended term lease agreement. The sales-type lease expired on March 31, 2006, at which time the lessee exercised its bargain purchase option to acquire the containers subject to the sales-type lease.

(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. Management operates the Partnership’s container fleet as a homogenous unit and has determined that as such, it has a single reportable operating segment.

(Continued)

IEA INCOME FUND XII, L.P.

Notes to Unaudited Condensed Financial Statements

(4)		Operating Segment (continued)

		The Partnership derives revenues from marine dry cargo and refrigerated containers used by its customers in global trade routes. As of September 30, 2007, the Partnership operated 2,428 twenty-foot, 1,032 forty-foot and 61 forty-foot high-cube marine dry cargo containers, as well as 41 twenty-foot and two forty-foot marine refrigerated containers. A summary of gross lease revenue earned by the Leasing Company on behalf of the Partnership, by product, for the three and nine-month periods ended September 30, 2007 and 2006 follows:


	Three Months Ended				Nine Months Ended
	September 30,		September 30,		September 30,		September 30,
	2007		2006		2007		2006
Dry cargo containers	$	229,133	$	301,752	$	734,485	$	1,041,779
Refrigerated containers		24,830		46,846		84,586		153,142


Total	$	253,963	$	348,598	$	819,071	$	1,194,921

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.”

(5)		The Cronos Group

		At a special meeting held August 1, 2007, the shareholders of The Cronos Group (“CGH”), a Luxembourg holding company, approved the Asset Purchase Agreement with CRX Acquisition Ltd., a Bermuda exempted company (“CRX”) and FB Transportation Capital LLC, a Delaware limited liability company (“FB Transportation”) and the transactions contemplated thereunder, including CGH’s dissolution and liquidation. Under the terms of the Asset Purchase Agreement, and subject to the conditions stated therein, CGH agreed to sell all of its assets to CRX and CRX agreed to assume all of CGH’s liabilities. Closing of the sale of CGH’s assets and liabilities to CRX occurred later that same day. The container leasing business of CGH will be continued by CRX as a private company. Management of CGH, which includes members of the management of CCC, are continuing as management of CRX and acquired an equity interest in CRX. CCC is now an indirect subsidiary of CRX.

(6)		Subsequent Event

		On October 12, 2007, CCC, on behalf of the Partnership, resolved to sell 3,306 of the Partnership’s remaining containers on November 1, 2007 to a third party for the amount of $3,390,000. At September 30, 2007, the net book value of these containers was $1,518,375. The Partnership reported this sale and the related purchase agreement as part of its November 1, 2007 Report on Form 8-K to the SEC.

		With the completion of this sale of containers, the Partnership has now resolved to wind up and dissolve. See Note 1(a), herein, for further discussions.


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

The following discussion of the Partnership’s historical financial condition and results of operations should be read in conjunction with the Partnership’s December 31, 2006 Annual Report on Form 10-K and the financial statements and the notes thereto appearing elsewhere in this report.

Market Overview

The demand for containerized trade remained favorable during the first nine months of 2007, despite continued declines in the GDP growth rate for most developed countries during the same period, and the recent credit and liquidity challenges experienced by the US and European financial markets. World containerized trade growth is forecasted to grow between 9% and 10% during 2007, indicating that globalization of the supply chain and trade liberalization have greatly stimulated the demand for containerized transport. Also contributing to the demand has been the inability of the shipping industry infrastructure to handle the increase in containerized trade, resulting in port and rail congestion, and ultimately longer turnaround times for ships and containers. As a result, the shipping lines have reduced their redeliveries of on-hire containers and have increasingly looked to container leasing in order to supplement their owned fleets of containers.

Utilization for the Partnership’s dry cargo container fleet averaged 97% and 96% for the three and nine-month periods ended September 30, 2007. In comparison, dry cargo container utilization rates averaged 96% and 93% for both the three and nine-month periods ended September 30, 2006, respectively. The utilization rate for the Partnership’s refrigerated container fleet averaged 88% and 80% for the three and nine-month periods ended September 30, 2007, respectively. In comparison, refrigerated container utilization rates for the three and nine-month periods ended September 30, 2006 averaged 82% and 80%, respectively.

The average per-diem rate for the Partnership’s dry cargo containers decreased approximately 15% and 12% for the three and nine-month periods ending September 30, 2007, when compared to the same periods in the prior year. The average per-diem rate for the Partnership’s refrigerated cargo containers during the three and nine-month periods ending September 30, 2007 decreased approximately 9% and 8%, respectively, when compared to the same periods in the prior year. The lease market for the Partnership’s older containers continues to be very competitive and, therefore, subject to significant pricing pressures. Unlike dry cargo containers, the refrigerated containers are built for specific market demands. As such, the markets for the leasing of refrigerated containers are narrower than the market for dry cargo containers and are subject to different trends and fluctuations than the dry cargo container market.

The sale of the Partnership’s off-hire containers is in accordance with one of the Partnership’s original investment objectives, which was to realize the residual value of its containers after the expiration of their useful lives, estimated to be between 12 and 15 years after placement in service. The sale of these containers has positively affected the Partnership’s results from operations and minimized storage and other inventory-related costs incurred for its off-hire containers. The secondary market demand for used containers remained favorable during the three and nine month periods ending September 30, 2007, resulting indirectly from the current price level for new cargo containers, as well as the demand for older, existing containers. Changes in future inventory levels, as well as significant fluctuations in new container prices, could adversely affect sales proceeds realized on the sale of the Partnership’s remaining containers.

The price of a new twenty-foot dry cargo container varied during 2006, ending the year at approximately $2,000, an increase from approximately $1,500 at the beginning of the year. By the end of the third quarter of 2007, new twenty-foot dry cargo container prices fluctuated to $1,850. The volatility in new container pricing is expected throughout the remainder of 2007. Although the Partnership no longer purchases new containers, the price and production levels of new containers indirectly contributed to the Partnership’s results of operations by influencing the available supply of containers and utilization, the level of lease per-diems for existing older containers, as well as container sale prices realized upon their eventual disposal.

The Partnership’s primary lessees, the shipping lines, experienced a substantial decline in profits during 2006, as additional cargo capacity created by the delivery of new containerships resulted in a corresponding decline in freight rates. A significant number of new containerships built under various shipbuilding programs were delivered during 2006, producing an additional slot capacity of 1.85 million TEU (twenty-foot equivalent unit), an increase of approximately 55% from 2005. During 2007, supply and demand fundamentals are reported to be in favor of the shipping lines, with average containership utilization within the dominant shipping routes reported at a favorable 90%. These factors have contributed an improvement in the financial condition and operating performance of the shipping lines. Despite the improvement, the shipping lines remain challenged by downward pressures on freight rates and the continued expansion of cargo capacity. Containership capacity is forecasted to increase by approximately 47% by December 31, 2009, renewing capacity concerns for the shipping industry. The financial performance of shipping lines may eventually influence the demand for leased containers, as some shipping lines may experience financial difficulties, consolidate, or become insolvent, while others prosper. The Partnership, CCC and the Leasing Company continue to monitor the aging of lease receivables, collections and the credit exposure to various existing and new customers.

Results of Operations

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 (“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.

The primary component of the Partnership’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 gross lease revenues billed by the Leasing Company from the leasing of the Partnership’s containers. Net lease revenue is directly related to the size, utilization and per-diem rental rates of the Partnership’s fleet. Direct operating expenses are direct costs associated with the Partnership’s containers. Direct operating expenses may be categorized as follows:

	•		Activity-related expenses, including agent and depot costs such as repairs, maintenance and handling.

	•		Inventory-related expenses for off-hire containers, comprising storage and repositioning costs. These costs are sensitive to the quantity of off-hire containers as well as the frequency at which containers are re-delivered.

	•		Legal and other expenses, including legal costs related to the recovery of containers and doubtful accounts, insurance and provisions for doubtful accounts.

At September 30, 2007, approximately 22% of the original equipment remained in the Partnership’s fleet, compared to approximately 27% at December 31, 2006. The following table summarizes the composition of the Partnership’s fleet (based on container type) at September 30, 2007.


	Dry Cargo						Refrigerated
	Containers						Containers
					40-Foot
	20-Foot		40-Foot		High-Cube		20-Foot		40-Foot
Containers on lease:
Master lease		1,348		491		41		27		2
Term lease
Short term¹		423		120		7		5		—
Long term²		566		350		8		—		—
Sales-type lease		1		8		—		7		—

Subtotal		2,338		969		56		39		2
Containers off lease		90		63		5		2		—

Total container fleet		2,428		1,032		61		41		2


1.		Short term leases represent term leases that are either scheduled for renegotiation or that may expire on or before September 2008.

2.		Long term leases represent term leases, the majority of which will expire between October 2008 and December 2011.


	Dry Cargo															Refrigerated
	Containers															Containers
											40-Foot
	20-Foot					40-Foot					High-Cube					20-Foot					40-Foot
	Units		%			Units		%			Units		%			Units		%			Units		%
Total purchases		9,743		100	%		5,426		100	%		213		100	%		248		100	%		309		100	%
Less disposals		7,315		75	%		4,394		81	%		152		71	%		207		83	%		307		99	%

Remaining fleet at September 30, 2007		2,428		25	%		1,032		19	%		61		29	%		41		17	%		2		1	%

Three Months Ended September 30, 2007 Compared to the Three Months Ended September 30, 2006

Net lease revenue was $174,177 for the three months ended September 30, 2007 compared to $299,777 for the same period in the prior year. This decline was primarily due to a $94,635 decrease in gross rental revenue (a component of net lease revenue) when compared to the same period in the prior year. Gross rental revenue was impacted by the Partnership’s smaller fleet size and a 15% decline in the dry cargo container per-diem rental rates. The decline in net rental revenue was also due to an increase in rental equipment operating expenses (a component of net lease revenue) of $45,972. This increase in rental equipment operating expenses was attributable to an increase in both activity-related expense and the provision for doubtful accounts. The Partnership’s average fleet size and utilization rates for the three-month periods ended September 30, 2007 and 2006 were as follows:


	Three Months Ended
	September 30,			September 30,
	2007			2006
Fleet size (measured in twenty-foot equivalent units (TEU))
Dry cargo containers		4,770			6,210
Refrigerated containers		50			90

Average utilization rates
Dry cargo containers		97	%		96	%
Refrigerated containers		88	%		82	%

Depreciation expense of $142,419 for the three months ended September 30, 2007 declined by $122,774 when compared to the corresponding period in 2006, a direct result of the Partnership’s aging and declining fleet size.

Other general and administrative expenses amounted to $32,684 for the three-month period ended September 30, 2007, a decrease of $17,660, or 35% when compared to the same period in 2006, due primarily to a decrease in professional fees for third-party investor administration services and bank service charges.

Net gain on disposal of equipment for the three months ended September 30, 2007 was $135,673, compared to a net gain of $100,080 for the corresponding period in 2006. The Partnership disposed of 239 containers, compared to 276 containers during the same three-month period in 2006. The Partnership continued to dispose of additional containers during 2007 in response to its original investment objective, to realize the residual value of its containers after the expiration of their useful lives. The net gain on container disposals in the three-month period ended September 30, 2007 was a result of the various factors, including the proceeds realized from the container disposal, age, condition, suitability for continued leasing, as well as the geographical location of the containers when disposed.

On November 1, 2007, the Partnership completed the sale of 3,306 remaining containers as discussed in the following Liquidity and Resources section. This container sale will be the primary contributing factor to net gain or loss on disposals in the subsequent quarter. There were no reductions to the carrying value of container rental equipment due to impairment during the three-month periods ended September 30, 2007 and 2006.

Nine Months Ended September 30, 2007 Compared to the Nine Months Ended September 30, 2006

Net lease revenue was $587,049 for the nine months ended September 30, 2007 compared to $928,399 for the same period in the prior year. This decline was primarily due to a $375,850 decrease in gross rental revenue (a component of net lease revenue), when compared to the same period in the prior year. Gross rental revenue was impacted by the Partnership’s smaller fleet size and a 12% decline in the dry cargo per-diem rental rates. The decline in net rental revenue was also due to an increase in rental equipment operating expenses (a component of net lease revenue) of $24,822. This increase in rental equipment operating expenses was attributable to an increase in both activity-related expenses and the provision for doubtful accounts. The Partnership’s average fleet size and utilization rates for the nine-month periods ended September 30, 2007 and 2006 were as follows:


	Nine Months Ended
	September 30,			September 30,
	2007			2006
Fleet size (measured in twenty-foot equivalent units (TEU))
Dry cargo containers		5,117			7,034
Refrigerated containers		61			103

Average utilization rates
Dry cargo containers		96	%		93	%
Refrigerated containers		80	%		80	%

Depreciation expense of $573,335 for the nine months ended September 30, 2007 declined by $298,162 when compared to the corresponding period in 2006, a direct result of the Partnership’s aging and declining fleet size.

Other general and administrative expenses amounted to $128,357 for the nine-month period ended September 30, 2007, a decrease of $4,701 or 4% when compared to the same period in 2006, due primarily to higher professional fees for third-party investor administration and audit services offset by a decrease in bank service charges.

Net gain on disposal of equipment for the nine months ended September 30, 2007 was $391,296, as compared to a net gain of $271,136 for the corresponding period in 2006. The Partnership disposed of 760 containers during the first nine months of 2007, compared to 1,680 containers during the same nine-month period in 2006. The Partnership continued to dispose of additional containers during 2007 in response to its original investment objective, to realize the residual value of its containers after the expiration of their useful lives. The net gain on container disposals in the nine-month period ended September 30, 2007 was a result of various factors, including the proceeds realized from the container disposal, age, condition, suitability for continued leasing, as well as the geographical location of the containers when disposed. There was no reduction to the carrying value of container rental equipment due to impairment during the nine-month periods ended September 30, 2007 and 2006.

Liquidity and Capital Resources

During the Partnership’s first 10 years of operations, the Partnership’s primary objective was to generate cash flow from operations for distribution to its limited partners. Aside from the initial working capital reserve retained from the gross subscription proceeds (equal to approximately 1% of such proceeds), the Partnership relied primarily on container rental receipts to meet this objective as well as to finance current operating needs. No credit lines are maintained to finance working capital. Commencing in 2002, the Partnership’s 11th year of operations, the Partnership entered its liquidation phase and began focusing its attention on the disposition of its fleet in accordance with another of its original investment objectives, realizing the residual value of its containers after the expiration of their economic useful lives, estimated to be 15 years after placement in leased service. At September 30, 2007, the Partnership had been in operation for over 15 years, and had sold or disposed of approximately 78% of its container fleet (measured on a TEU basis). With the reduction in the size of the Partnership’s container fleet, the administrative expenses incurred by the Partnership, as a percent of its gross revenues, has increased. For these reasons, CCC, as the general partner, concluded that it would be in the best interest of the Partnership and its limited partners to sell its remaining containers in bulk.

CCC distributed a request for proposal (“RFP”) on September 7, 2007 to various third parties seeking their interest in purchasing the Partnership’s remaining containers. As of August 31, 2007 (the date of the data in the RFP), the Partnership owned 2,466 twenty-foot, 1,054 forty-foot and 61 forty-foot high-cube marine dry cargo containers as well as 44 twenty-foot and 2 forty-foot refrigerated cargo containers. CCC distributed the RFP to 19 parties, including competitors of CCC and the Leasing Company in the container leasing business. Nine parties submitted proposals to purchase the Partnership’s remaining containers. CCC selected the three highest bidders to conduct final due diligence and to submit a final and best bid by the close of business on October 12, 2007. After completion of due diligence, the high bidder for the Partnership’s remaining containers was Dr. John Gayner, a resident of the United Kingdom. An affiliate of CCC currently manages 437 TEUs of marine cargo containers for Dr. Gayner. Dr. Gayner’s final bid for the Fund’s remaining containers was $1,000 per dry cargo container and $3,000 per refrigerated container, equivalent to $3,719,000, based on the Fund’s August 31, 2007 fleet size and subject to adjustment for certain containers not readily saleable and disposals of containers prior to the date of closing. The net book value of the Fund’s remaining containers at August 31, 2007 was $1,682,801.

On October 12, 2007, CCC, on behalf of the Partnership, resolved to sell 3,306 of the Partnership’s remaining containers on November 1, 2007 to a third party, for the amount of $3,390,000. The Partnership reported this sale and the related purchase agreement as part of its November 1, 2007 Report on Form 8-K to the SEC.

With the completion of this sale of containers, the Partnership has now resolved to wind up and dissolve. CCC will proceed with the orderly liquidation of the remaining assets of the Partnership, with the proceeds thereof distributed as follows: (i) all of the Partnership’s debts and liabilities to persons other than CCC or the limited partners shall be paid and discharged; (ii) all of the Partnership’s debts and liabilities to CCC and the limited partners shall be paid and discharged; and (iii) the balance of such proceeds shall be distributed to CCC and the limited partners in accordance with the positive balances of CCC and the limited partners’ capital accounts. CCC shall contribute to the Partnership, if necessary, an amount equal to the lesser of the deficit balance in its capital account at the time of such liquidation, or 1.01% of the excess of the Limited Partners’ capital contribution to the Partnership over the capital contributions previously made to the Partnership by CCC, after giving effect to the allocation of income or loss arising from the liquidation of the Partnership’s assets.

Distributions are paid monthly, based primarily on each quarter’s cash flow from operations. Monthly distributions are also affected by periodic increases or decreases to working capital reserves, as deemed appropriate by CCC. Cash distributions from operations are allocated 5% to the CCC and 95% to the limited partners. Distributions of sales proceeds are allocated 1% to CCC and 99% to the limited partners. This sharing arrangement will remain in place until the limited partners have received aggregate distributions in an amount equal to their capital contributions, plus a 10% cumulative, compounded (daily) annual return on their adjusted capital contributions. Thereafter, all distributions will be allocated 15% to CCC and 85% to the limited partners, pursuant to Section 6.1(b) of the Partnership’s Partnership Agreement.

The Partnership will make one liquidating distribution to the limited partners of the Partnership, representing the net proceeds generated from the sale of the Partnership’s containers and the Partnership’s remaining assets, after payment or reservation for payment of the Partnership’s remaining liabilities, in the amount CCC estimates to be $1.19 per Unit. The liquidating distribution is expected to be made on or about November 30, 2007 to limited partners of record on November 1, 2007.

CCC anticipates that the Partnership will complete its liquidation no later than December 31, 2007 and de-register the Partnership’s outstanding limited partnership units under the Securities Exchange Act of 1934, as amended, thereby terminating the Partnership’s obligation to file periodic reports under the Exchange Act with the SEC. .

At September 30, 2007, the Partnership had $696,715 in cash and cash equivalents, a decrease of $145,276 from cash balances at December 31, 2006. The Partnership invests its working capital, as well as cash flows from operations and the sale of containers that have not yet been distributed to CCC or its limited partners in money market funds. At September 30, 2007, the Partnership had an additional $30,000 as part of its working capital for estimated expenses related to the ultimate sale of its remaining containers, final liquidation of its remaining assets and subsequent dissolution.

Cash from Operating Activities: Net cash provided by operating activities, primarily generated from the billing and collection of net lease revenue, was $534,677 during the nine months ended September 30, 2007, compared to $880,703 for the same nine-month period in 2006.

Cash from Investing Activities: Net cash provided by investing activities was $794,789 during the nine months ended September 30, 2007, compared to $1,284,217 in the corresponding period of 2006. These amounts represent sales proceeds generated from the sale of container rental equipment.

Cash from Financing Activities: Net cash used in financing activities was $1,474,742 during the nine months ended September 30, 2007, compared to $2,724,547 during the nine months ended September 30, 2006. These amounts represent distributions to the Partnership’s general and limited partners. The Partnership’s continuing container disposals should produce lower operating results, and consequently, lower distributions to its partners in subsequent periods.

Critical Accounting Policies

The Partnership’s accounting policies are fundamental to understanding management’s discussion and analysis of results of operations and financial condition. The Partnership has identified three policies as being significant because they require the Partnership to make subjective and/or complex judgments about matters that are inherently uncertain. These policies include the following:

	•		Container equipment — depreciable lives and residual values

	•		Container equipment — recoverability and valuation in accordance with SFAS 144 “Accounting for the Impairment or Disposal of Long Lived Assets”

	•		Allowance for doubtful accounts

The Partnership, in consultation with its audit committee, has reviewed and approved these significant accounting policies which are further described in the Partnership’s 2006 Annual Report on Form 10-K.

Inflation

The Partnership believes inflation has not had a material adverse effect on the results of its operations.

The Cronos Group

For a discussion of the recent change in control of The Cronos Group, the indirect parent company of CCC, the general partner of the Partnership, see note 5 to the condensed financial statements of the Partnership, included in Item 1, herein.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Exchange rate risk: Substantially all of the Partnership’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 non-US dollar direct operating expenses, the majority are individually small, unpredictable and incurred in various denominations. Thus, the Leasing Company determined such amounts are not suitable for cost effective hedging. As exchange rates are outside of the control of the Partnership and Leasing Company, there can be no assurance that such fluctuations will not adversely affect the Partnership’s results of operations and financial condition. The Partnership believes it does not have significant exposure to other forms of market risk.

Item 4. Controls and Procedures

The principal executive and principal financial officers of CCC have evaluated the disclosure controls and procedures of the Partnership as of the end of the period covered by this quarterly 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 Partnership that are designed to ensure that information required to be disclosed by the Partnership 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 Partnership’s disclosure controls and procedures were effective such that the information required to be disclosed by the Partnership in this quarterly 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 quarterly 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 has been no change in the Partnership’s internal control over financial reporting (as defined in Rule 13a-15(f)) that occurred during the fiscal quarter ended September 30, 2007, that has materially affected, or is reasonably likely to materially affect, the Partnership’s internal control over financial reporting.

Item 4T. Controls and Procedures

Not applicable.

PART II — OTHER INFORMATION

Item 1. Legal Proceedings

Not applicable.

Item 1A. Risk Factors

There are no material changes from the risk factors as previously disclosed in the Partnership’s December 31, 2006 Form 10-K in response to Item 1A to Part I of Form 10-K.

Item 2. Unregistered Sales of Equity 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

(a) Exhibits


Exhibit
No	Description	Method of Filing
3(a)	Limited Partnership Agreement, amended and restated as of December 2, 1991	*

3(b)	Certificate of Limited Partnership	**

10	Form of Leasing Agent Agreement with Cronos Containers Limited	***

31.1	Rule 13a-14 Certification	Filed with this document

31.2	Rule 13a-14 Certification	Filed with this document

32	Section 1350 Certification	Filed with this document
		****


*		Incorporated by reference to Exhibit “A” to the Prospectus of the Partnership 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 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.

EXHIBIT INDEX


Exhibit
No	Description	Method of Filing

3(a)	Limited Partnership Agreement, amended and restated as of December 2, 1991	*

3(b)	Certificate of Limited Partnership	**

10	Form of Leasing Agent Agreement with Cronos Containers Limited	***

31.1	Rule 13a-14 Certification	Filed with this document

31.2	Rule 13a-14 Certification	Filed with this document

32	Section 1350 Certification	Filed with this document
		****


*		Incorporated by reference to Exhibit “A” to the Prospectus of the Partnership 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 2002, 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.


	September 30,			December 31,
	2007			2006
Assets
Current assets:
Cash and cash equivalents, includes $681,715 at September 30, 2007 and $826,991 at December 31, 2006 in interest-bearing accounts	$	696,715		$	841,991

Net lease and other receivables due from Leasing Company		195,707			195,786


Total current assets		892,422			1,037,777


Container rental equipment, at cost		12,499,669			15,591,314
Less accumulated depreciation		(10,893,882	)		(12,958,733	)

Net container rental equipment		1,605,787			2,632,581


Total assets	$	2,498,209		$	3,670,358


Partners’ Capital

Partners’ capital (deficit):
General partner	$	1,249		$	(225,462	)
Limited partners		2,496,960			3,895,820


Total partners’ capital	$	2,498,209		$	3,670,358


	Nine Months Ended
	September 30,			September 30,
	2007			2006
Net cash provided by operating activities	$	534,677		$	880,703

Cash flows from investing activities:
Proceeds from sale of container rental equipment		794,789			1,265,875
Proceeds collected on sales-type lease receivable		—			18,342

Net cash provided by investing activities		794,789			1,284,217


Cash flows from financing activities:
Distributions to general partner		(40,022	)		(74,711	)
Distributions to limited partners		(1,434,720	)		(2,649,836	)

Net cash used in financing activities		(1,474,742	)		(2,724,547	)


Net decrease in cash and cash equivalents		(145,276	)		(559,627	)

Cash and cash equivalents at the beginning of the period		841,991			1,478,829


Cash and cash equivalents at the end of the period	$	696,715		$	919,202


	IEA INCOME FUND XII, L.P.
	By	Cronos Capital Corp.
		The General Partner

	By	/s/ Dennis J. Tietz
		Dennis J. Tietz
		President and Director of Cronos Capital Corp. (“CCC”) Principal Executive Officer of CCC

	By	/s/ John Kallas
		John Kallas
		Chief Financial Officer and Director of Cronos Capital Corp. (“CCC”) Principal Financial and Accounting Officer of CCC


/s/ DENNIS J. TIETZ
Dennis J. Tietz
President of CCC
(Chief Executive Officer)


/s/ JOHN KALLAS
John Kallas
Vice President and
Chief Financial Officer of CCC

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	PAGE

PART I — FINANCIAL INFORMATION		3

Item 1. Financial Statements		3

Condensed Balance Sheets – September 30, 2007 and December 31, 2006 (unaudited)		4

Condensed Statements of Operations for the three and nine months ended September 30, 2007 and 2006 (unaudited)		5

Condensed Statements of Cash Flows for the nine months ended September 30, 2007 and 2006 (unaudited)		6

Notes to Condensed Financial Statements (unaudited)		7

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations		13

Item 3. Quantitative and Qualitative Disclosures About Market Risk		19

Item 4. Controls and Procedures		19

Item 4T. Controls and Procedures		19

PART II — OTHER INFORMATION		20

Item 1. Legal Proceedings		20

Item 1A. Risk Factors		20

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds		20

Item 3. Defaults Upon Senior Securities		20

Item 4. Submissions of Matters to a Vote of Securities Holders		20

Item 5. Other Information		20

Item 6. Exhibits		20
EXHIBIT 31.1
EXHIBIT 31.2
EXHIBIT 32

	(i)		The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

	(ii)		The information contained in the Report fairly presents, in all material respects, the financial condition and results of operation of the Partnership.



	By	/s/ Dennis J. Tietz
		Dennis J. Tietz, President and Chief Executive Officer of Cronos Capital Corp.,
		General Partner of the Partnership


		/s/ John Kallas
		John Kallas, Chief Financial Officer of Cronos Capital Corp., General Partner of the Partnership