UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
[x] Quarterly Report Pursuant to Section 13 or 15 (d) of the Securities and Exchange Act of 1934
For the quarterly period ended September 30, 2011
[ ] Transition report pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934
For the transition period from ________________ to _______________
Commission File No. 2-90168.
DSI REALTY INCOME FUND VIII
a California Limited Partnership
| California | 33-0050204 | |
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
6700 E. Pacific Coast Hwy., Long Beach, California 90803
(Address of principal executive offices)
Registrant’s telephone number, including area code (562) 493-8881
Indicate by check mark whether the issuer (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 has submitted electronically and posted on its corporate Web site, if any, every Interactive Date File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (Section 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
Yes [X] No [ ]
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.
Large accelerated filer [ ] Accelerated filer [ ] Non-accelerated filer [ ] Smaller reporting company [X]
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [ ] No [X]
The issuer is a limited partnership. All 24,000 limited partnership units originally sold for $500.00 per unit. There is no trading market for the limited partnership units.
Certain statements contained in this discussion or elsewhere in this report may be deemed “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 and Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Words and phrases such as “expects”, “anticipates”, “intends”, “plans”, “believes”, “seeks”, “estimates”, “designed to achieve”, variations of such words and similar expressions are intended to identify such forward-looking statements, which generally are not historical in nature. All statements that address operating performance, events or developments that we expect or anticipate will occur in the future – including statements relating to rent and occupancy growth, general conditions in the geographic areas where we operate – are forward-looking statements. These statements are not guarantees of future performance and involve certain risks, uncertainties and assumptions that are difficult to predict.
Although we believe the expectations reflected in any forward-looking statements are based on reasonable assumptions, we can give no assurance that our expectations will be attained and therefore, actual outcomes and results may differ materially from what is expressed or forecasted in such forward-looking statements. Many of the factors that may affect outcomes and results are beyond our ability to control.
PART I – FINANCIAL INFORMATION
ITEM 1. Financial Statements
DSI REALTY INCOME
FUND VIII
(A California Real Estate Limited Partnership)
| Condensed Balance Sheets (Unaudited) | ||
| September 30, 2011 | December 31, 2010 | |
| (Audited) | ||
| ASSETS: | ||
| Cash & Equivalents | $446,010 | $560,140 |
| Property Net | 2,006,717 | 1,997,662 |
| Investment in Joint Venture | 198,189 | 194,859 |
| Uncollected Rental Revenue | 76,721 | 79,231 |
| Prepaid Advertising | 3,582 | 3,281 |
| Other Assets | 25,103 | 24,280 |
| TOTAL | $2,756,322 | $2,859,453 |
| LIABILITIES AND PARTNERS' EQUITY | ||
| LIABILITIES: | ||
| Distribution due to Partners | $242,424 | $242,424 |
| Incentive Management Fee Liability | 18,717 | — |
| Property Management Fee Liability | 7,991 | 7,486 |
| Deferred Income | 40,926 | 37,991 |
| Accrued Expenses | 27,759 | 26,236 |
| Other Liabilities | 26,025 | 17,774 |
| Total Liabilities | 363,842 | 331,911 |
| PARTNERS' EQUITY: | ||
| General Partners | (80,463) | (79,292) |
| Limited Partners | 2,473,123 | 2,606,834 |
| Total Partners' Equity | 2,392,480 | 2,527,542 |
| TOTAL | $2,756,322 | $2,859,453 |
The accompanying notes are an integral part of these unaudited condensed financial statements.
DSI REALTY INCOME FUND
VIII
(A California Real Estate Limited Partnership)
| Condensed Statements of Income (Unaudited) | Three Months Ended | Nine Months Ended | ||
| September 30, 2011 | September 30, 2010 | September 30, 2011 | September 30, 2010 | |
| REVENUES: | ||||
| Self-storage rental income | $443,712 | $416,438 | $1,278,001 | $1,278,290 |
| Ancillary operating revenue | 41,803 | 32,320 | 117,239 | 96,715 |
| Interest and other income | 36 | 63 | 135 | 222 |
| TOTAL | 485,551 | 448,821 | 1,395,375 | 1,375,227 |
| EXPENSES: | ||||
| Depreciation | 5,108 | 3,499 | 11,961 | 10,951 |
| Operating | 165,196 | 156,206 | 492,434 | 487,583 |
| General and administrative | 58,845 | 39,883 | 213,558 | 181,952 |
| General partners' incentive management fee | 26,357 | 25,846 | 64,269 | 69,733 |
| Property management fee | 22,345 | 24,721 | 67,465 | 69,071 |
| Total | 277,851 | 250,155 | 849,687 | 819,290 |
| INCOME BEFORE EQUITY IN INCOME OF REAL ESTATE JOINT VENTURE: | 207,700 | 198,666 | 545,688 | 555,937 |
| EQUITY IN INCOME OF REAL ESTATE JOINT VENTURE: | 20,082 | 18,873 | 50,130 | 53,327 |
| NET INCOME | $227,782 | $217,539 | $595,818 | $609,261 |
| AGGREGATE INCOME ALLOCATED TO: | ||||
| General partners | $2,278 | $2,175 | $5,958 | $6,093 |
| Limited partners | 225,504 | 215,364 | 589,860 | 603,168 |
| TOTAL | $227,782 | $217,539 | $595,818 | $609,261 |
| Weighted average limited partnership units outstanding | 24,000 | 24,000 | 24,000 | 24,000 |
| NET INCOME ATTRIBUTABLE TO THE PARTNERSHIP PER LIMITED PARTNERSHIP UNIT | $ 9.40 | $ 8.97 | $ 24.58 | $ 25.13 |
The accompanying notes are an integral part of these unaudited condensed financial statements.
DSI REALTY INCOME FUND
VIII
(A California Real Estate Limited Partnership)
| Condensed Statements of Changes in Partners' Equity (Deficit) (Unaudited) | |||
| General Partners | Limited Partners | Total | |
| BALANCE, December 31, 2010 (Audited) | $(79,292) | $2,606,834 | $2,527,542 |
| Net Income Allocation | 5,958 | 589,860 | 595,818 |
| Distributions | (7,309) | (723,571) | (730,880) |
| BALANCE, September 30, 2011 | $(80,643) | $2,473,123 | $2,392,480 |
The accompanying notes are an integral part of these unaudited condensed financial statements.
DSI REALTY INCOME FUND
VIII
(A California Real Estate Limited Partnership)
| Condensed Statements of Cash Flows (Unaudited) | Nine Months Ended | Nine Months Ended |
| September 30, 2011 | September 30, 2010 | |
| CASH FLOWS FROM OPERATING ACTIVITIES: | ||
| Net income attributable to the Partnership | $595,818 | $609,261 |
| Adjustments to reconcile net income to net cash provided by operating activities: | ||
| Depreciation | 11,961 | 10,951 |
| Equity in earnings of real estate joint venture | (50,130) | (53,324) |
| Distributions from real estate joint venture | 46,800 | 49,500 |
| Changes in assets and liabilities: | ||
| Other assets | 1,386 | 21,728 |
| Incentive management fee payable to General Partners | 18,717 | (20,918) |
| Property management fees payable | 505 | 134 |
| Customer deposits and other liabilities | 12,709 | 17,817 |
| Net cash provided by operating activities | 637,766 | 635,149 |
| CASH FLOWS FROM INVESTING ACTIVITIES: | ||
| Additions to property | (21,016) | (5,533) |
| Net cash used in investing activities | (21,016) | (5,533) |
| CASH FLOWS FROM FINANCING ACTIVITIES: | ||
| Distributions to partners | (730,880) | (731,445) |
| Net cash used in financing activities | (730,880) | (731,445) |
| NET DECREASE IN CASH AND CASH EQUIVALENTS | (114,130) | (101,829) |
| CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD | 560,140 | 715,441 |
| CASH AND CASH EQUIVALENTS AT END OF PERIOD | $446,010 | $613,612 |
| SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION | ||
| Cash paid for interest | $0 | $0 |
| NON CASH INVESTING AND FINANCING ACTIVITIES: | ||
| Distributions due partners included in partners' equity | $242,424 | $242,424 |
The accompanying notes are an integral part of these unaudited condensed financial statements.
DSI REALTY INCOME FUND
VIII
(A California Real Estate Limited Partnership)
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
September 30, 2011
1. GENERAL
Registrant, DSI Realty Income
Fund VIII (the "Partnership") is a publicly-held limited partnership organized under the California Uniform Limited Partnership
Act pursuant to a Certificate and Agreement of Limited Partnership (hereinafter referred to as "Agreement") dated November
28, 1983 and restated April 23, 1984. The General Partners are DSI Properties, Inc., a California corporation, and RJC Capital
Management, LLC and JWC Capital Management, LLC.
DSI Properties, Inc. is an affiliate of Diversified Securities, Inc., a wholly-owned subsidiary of DSI Financial, Inc. The General
Partners provide similar services to other partnerships. Through its public offering of Limited Partnership Units, Registrant sold
twenty-four thousand (24,000) units of limited partnership interests aggregating Twelve Million Dollars ($12,000,000). The General
Partners have retained a one percent (1%) interest in all profits, losses and distributions (subject to certain conditions) without
making any capital contribution to the Partnership. The General Partners are not required to make any capital contributions to
the Partnership in the future.
The Partnership has acquired mini-storage facilities located in Stockton, El Centro, Huntington Beach, and Lompoc, California. The Partnership has also entered into a joint venture with DSI Realty Income Fund IX, through which the Partnership has a 30% interest in a mini-storage facility in Aurora, Colorado (Under the terms of the joint venture agreement, the Partnership is entitled to 30% of the profits and losses of the venture and owns 30% of the mini-storage facility as a tenant in common with DSI Realty Income Fund IX, which has the remaining 70% interest in the venture. The Partnership accounts for its investment in the real estate joint venture under the equity method of accounting). All facilities were acquired from Dahn Corporation ("Dahn"). Dahn is not affiliated with the Partnership. Dahn is affiliated with other partnerships in which DSI Properties, Inc. is a general partner.
The accompanying unaudited interim financial statements have been prepared by the Partnership's management in accordance with accounting
principles generally accepted in the United States of America ("GAAP") and in conjunction with the rules and regulations
of the Securities and Exchange Commission ("SEC"). Certain information and footnote disclosures required for annual financial
statements have been condensed or excluded pursuant to SEC rules and regulations. Accordingly, the unaudited interim financial
statements do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion
of management, the accompanying unaudited interim financial statements reflect all adjustments of a normal and recurring nature
which are considered necessary for a fair presentation of the results for the interim periods presented. However, the results of
operations for the interim periods are not necessarily indicative of the results that may be expected for the year ending December
31, 2011. These unaudited interim financial statements should be read in conjunction with the audited financial statements and
notes thereto included in the Partnership's annual Report on Form 10-K for the year ended December 31, 2010.
Fair Value of Financial Instruments
ASC 825-10 (formerly SFAS 107, “Disclosures about Fair Value of Financial Instruments”) defines financial instruments and requires disclosure of the fair value of financial instruments held by the Partnership. The Partnership considers the carrying amount of cash, accounts receivable, other receivables, accounts payable and accrued liabilities, to approximate their fair values because of the short period of time between the origination of such instruments and their expected realization.
Recent Accounting Pronouncements
In June 2011, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update 2011-05, Comprehensive Income (Topic 220): Presentation of Comprehensive Income, which amends current comprehensive income guidance. This accounting update eliminates the option to present the components of other comprehensive income (loss) as part of the statement of shareholders’ equity. Instead, the Partnership must report comprehensive income (loss) in either a single continuous statement of comprehensive income (loss) which contains two sections, net income (loss) and other comprehensive income (loss), or in two separate but consecutive statements. This guidance will be effective for the Partnership beginning in fiscal 2012. The Partnership does not expect the adoption of the standard update to impact its financial position or results of operations, as it only requires a change in the format of presentation.
In May 2011, the FASB issued Accounting Standards Update 2011-04, Fair Value Measurement (Topic 820): Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRSs. The new guidance results in a consistent definition of fair value and common requirements for measurement of and disclosure about fair value between U.S. GAAP and International Financial Reporting Standards. While many of the amendments to U.S. GAAP are not expected to have a significant effect on practice, the new guidance changes some fair value measurement principles and disclosure requirements. This new guidance is effective for fiscal years and interim periods beginning after December 15, 2011. The Partnership does not expect the adoption of the standard update to have a significant impact on its financial position or results of operations.
2. PROPERTY
Properties owned by the
Partnership are all mini-storage facilities. Depreciation is calculated using the straight-line method over the estimated useful
life of 20 years. Property under capital leases is amortized over the lives of the respective leases. The total cost of property
and accumulated depreciation at September 30, 2011 and December 31, 2010 were as follows:
| September 30, 2011 | December 31, 2010 | |
| Land | $ 1,969,877 | $ 1,969,877 |
| Buildings and improvements | 6,120,463 | 6,099,447 |
| Rental trucks under capital leases | 70,047 | 70,047 |
| Total | 8,160,387 | 8,139,371 |
| Less accumulated depreciation | (6,153,670) | (6,141,709) |
| Property, net |
$ 2,006,717 | $1,997,662 |
3. NET INCOME PER LIMITED PARTNERSHIP UNIT
Net income per limited partnership unit is calculated by dividing the net income allocated to the limited partners by the number of limited partnership units outstanding during the period.
4. ALLOCATION OF PROFITS AND LOSSES AND GENERAL PARTNERS' INCENTIVE MANAGEMENT FEE
Under the Agreement of Limited Partnership, the general partners are to be allocated 1% of the net profits or losses from operations, and the limited partners are to be allocated the balance of the net profits or losses from operations in proportion to their limited partnership interests. The general partners are also entitled to receive a percentage, based on a predetermined formula, of any cash distribution from the sale, other disposition, or refinancing of the project.
In addition, the general partners are entitled to receive an incentive management fee for supervising the operations of the Partnership. The fee is to be paid in an amount equal to 9% per annum of the cash available for distribution on a cumulative basis, calculated as cash generated from operations less capital expenditures.
5. RELATED-PARTY TRANSACTIONS
The Partnership has entered into a management agreement with Dahn to operate its mini-storage facilities. The management agreement provides for a management fee equal to 5% of gross revenue from operations, which is defined as the entire amount of all receipts from the renting or leasing of storage compartments and sale of locks. The management agreement is renewable annually. Dahn earned management fees equal to $64,269 and $69,733, for the nine month periods ended September 30, 2011 and 2010, respectively. Amounts payable to Dahn at September 30, 2011 and December 31, 2010 were $7,991 and $7,486, respectively.
Beginning in July 2011, the General Partner, DSI Properties, Inc. performs all tax related work with respect to the Partnership. These services are paid monthly in the amount of $3,685. Tax fees paid to DSI Properties, Inc. for the nine month period ended September 30, 2011 were $11,055.
6. SUBSEQUENT EVENTS
Events subsequent to September 30, 2011, have been evaluated through the date these unaudited interim financial statements were issued to determine whether they should be disclosed to keep the unaudited interim financial statements from being misleading. Management found no subsequent events that should be disclosed.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Critical Accounting Policies
Revenue recognition - Revenue
is recognized using the accrual method based on contractual amounts provided for in the lease agreements, which approximates recognition
on a straight-line basis. The term of the lease agreements is usually less than one year.
RESULTS OF OPERATIONS
2011 COMPARED TO 2010
For the three-month periods ended September 30, 2011 and 2010, revenues increased 8.2% to $485,551 from $448,821 and total expenses increased 11.1% to $277,851 from $250,155 resulting in an increase in net income of 4.7% to $227,782 from $217,539. Rental revenues increased primarily as a result of higher unit rental rates. Occupancy levels for the Partnership's mini-storage facilities averaged 71.2% for the three-month period ended September 30, 2011, compared to 70.6% for the same period in 2010. Operating expenses increased $8,990 or 5.8% primarily due to increases in repairs and maintenance, truck maintenance and salaries and wages expenses. General and administrative expenses increased $18,962 or 47.5% primarily as a result of an increase in legal and professional and office supplies expenses.
For the nine-month periods ended September 30, 2011 and 2010, revenues increased 1.5% to $1,395,375 from $1,375,227 and total expenses increased 3.7% to $849,687 from $819,290, resulting in a decrease in net income of 2.2% to $595,818 from $609,261. Rental revenues increased primarily as a result of higher unit rental rates. Occupancy levels for the Partnership's mini-storage facilities averaged 70.13% for the nine-month period ended September 30, 2011, compared to 71.6% for the same period in 2010. Operating expenses increased $4,851 or 1.0% primarily due to increases in repairs and maintenance partially offset by decreases in advertising. General and administrative expenses increased $31,606 or 17.4% primarily as a result of an increase in legal and professional and office supplies expenses.
The General Partners plan to continue their policy of funding the continuing improvement and maintenance of Partnership properties with cash generated from operations. In addition, the Partnership is continuing its marketing efforts to attract and keep new tenants in its various mini-storage facilities.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
Not required.
ITEM 4. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
The Partnership’s management, with the participation of the principal executive officer and principal financial officer of DSI Properties, Inc., its General Partner, who are the equivalent of the Partnership’s principal executive officer and principal financial officer, respectively, has evaluated the effectiveness of the Partnership’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) as of the end of the period covered by this report. Based on such evaluation, the principal executive officer and principal financial officer of the General Partner, who are the equivalent of the Partnership’s principal executive officer and principal financial officer, respectively, concluded that, as of the end of such period, the Partnership’s disclosure controls and procedures were effective.
Changes in Internal Control over Financial Reporting.
There have been no significant changes in the Partnership’s internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the reporting period that have materially affected, or are reasonably likely to materially affect, the Partnership’s internal control over financial reporting.
PART II – OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS.
Registrant is not a party to any material pending legal proceedings.
ITEM 1A. RISK FACTORS
Not required.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
None.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. (REMOVED AND RESERVED)
ITEM 5. OTHER INFORMATION
None.
ITEM 6. EXHIBITS
(a) Exhibits
31.1 Rule 13a-14(a)/15d-14(a)
Certification: Principal Executive Officer
31.2 Rule 13a-14(a)/15d-14(a) Certification: Principal Financial Officer
32.1 Section 1350 Certification: Principal Executive Officer
32.2 Section 1350 Certification: Principal Financial Officer
101 The unaudited financial statements and footnotes from the Partnership’s Quarterly Report on Form 10-Q for the quarter
ended September 30, 2011 formatted in Extensible Business Reporting Language (XBRL): (i) Condensed Balance Sheets (Unaudited);
(ii) Condensed Statements of Income (Unaudited); (iii) Condensed Statements of Stockholders’ Equity (Unaudited);
(iv) Condensed Statements of Cash Flows (Unaudited); and (v) the Notes to Unaudited Condensed Financial Statements, tagged
as blocks of text.*
*Pursuant to Rule 406T
of Regulation S-T, the Interactive Data Files on Exhibit 101 hereto are deemed not filed or part of a registration statement
or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, are deemed not filed for purposes of
Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise are not subject to liability under those sections.
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.
DSI REALTY INCOME FUND VIII,
a California Limited Partnership
by: DSI Properties, Inc., a California Corporation, as General Partner
By: /s/ ROBERT J. CONWAY
Dated: November 14, 2011
ROBERT J. CONWAY, President
(Chief Executive Officer and Director)
By: /s/ RICHARD P. CONWAY
Dated: November 14, 2011
RICHARD P. CONWAY, Executive Vice President
(Chief Financial Officer and Director)
EXHIBIT 31.1
Rule 13a-14(a)/15d-14(a) Certification
I, Robert J. Conway, certify
that:
1. I have reviewed this Quarterly Report on Form 10-Q of DSI Realty Income Fund VIII;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with
respect to the period covered by this report.
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in
all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods
presented in this report.
4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures
(as defined in Exchange Act Rules 13a-15e and 15d-15e) and internal control over financial reporting (as defined in Exchange Act
Rules 13a-15(f) and 15d-15(f)), for the registrant and have:
a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our
supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known
to us by others within those entities, particularly during the period in which this report is being prepared;
b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed
under my supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial
statements for external purposes in accordance with generally accepted accounting principles;
c) evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report
our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this
report based on such evaluation; and
d) disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's
most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected,
or is reasonably likely to materially affect, the registrant's internal control over financial reporting.
5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over
financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing
the equivalent functions):
a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting
which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information;
and
b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's
internal control over financial reporting.
/s/ ROBERT J. CONWAY
Robert J. Conway
President of DSI Properties, Inc.,
General Partner (chief executive officer)
November 14, 2011
EXHIBIT 31.2
Rule 13a-14(a)/15d-14(a) Certification
I, Richard P. Conway, certify
that:
1. I have reviewed this Quarterly Report on Form 10-Q of DSI Realty Income Fund VIII;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with
respect to the period covered by this report.
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in
all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods
presented in this report.
4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures
(as defined in Exchange Act Rules 13a-15e and 15d-15e) and internal control over financial reporting (as defined in Exchange Act
Rules 13a-15(f) and 15d-15(f)), for the registrant and have:
a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our
supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known
to us by others within those entities, particularly during the period in which this report is being prepared;
b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed
under my supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial
statements for external purposes in accordance with generally accepted accounting principles;
c) evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report
our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this
report based on such evaluation; and
d) disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's
most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected,
or is reasonably likely to materially affect, the registrant's internal control over financial reporting.
5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over
financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing
the equivalent functions):
a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting
which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information;
and
b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's
internal control over financial reporting.
/s/ RICHARD P. CONWAY
Richard P. Conway
Executive Vice President of DSI Properties, Inc.,
General Partner (chief financial officer)
November 14, 2011
EXHIBIT 32.1
CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of DSI Realty Income Fund VIII (the "Partnership")
on Form 10-Q for the period ending September 30, 2011 as filed with the Securities and Exchange Commission on the date hereof (the
"Report"), I, Robert J. Conway, President of DSI Properties, Inc., General Partner of the Partnership, and performing
the functions of chief executive officer of the Partnership, certify, pursuant to 18 U.S.C. 1350, as adopted pursuant to 906 of
the Sarbanes-Oxley Act of 2002, that:
(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Partnership.
/s/ ROBERT J. CONWAY
Robert J. Conway
President of DSI Properties, Inc.,
General Partner (chief executive officer)
November 14, 2011
EXHIBIT 32.2
CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of DSI Realty Income Fund VIII (the "Partnership")
on Form 10-Q for the period ending September 30, 2011 as filed with the Securities and Exchange Commission on the date hereof (the
"Report"), I, Richard P. Conway, Executive Vice President of DSI Properties, Inc., General Partner of the Partnership,
and performing the functions of chief financial officer of the Partnership, certify, pursuant to 18 U.S.C. 1350, as adopted pursuant
to 906 of the Sarbanes-Oxley Act of 2002, that:
(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Partnership.
/s/ RICHARD P. CONWAY
Richard P. Conway
Executive Vice President of DSI Properties, Inc.,
General Partner (chief financial officer)
November 14, 2011
Statements of Income (Unaudited) (USD $) | 3 Months Ended | 9 Months Ended | ||
|---|---|---|---|---|
Sep. 30, 2011 | Sep. 30, 2010 | Sep. 30, 2011 | Sep. 30, 2010 | |
| REVENUES: | ||||
| Self-storage rental income | $ 443,712 | $ 416,438 | $ 1,278,001 | $ 1,278,290 |
| Ancillary operating revenue | 41,803 | 32,320 | 117,239 | 96,715 |
| Interest and other income | 36 | 63 | 135 | 222 |
| TOTAL | 485,551 | 448,821 | 1,395,375 | 1,375,227 |
| EXPENSES: | ||||
| Depreciation | 5,108 | 3,499 | 11,961 | 10,951 |
| Operating | 165,196 | 156,206 | 492,434 | 487,583 |
| General and administrative | 58,845 | 39,883 | 213,558 | 181,952 |
| General partners' incentive management fee | 26,357 | 25,846 | 64,269 | 69,733 |
| Property management fee | 22,345 | 24,721 | 67,465 | 69,071 |
| Total | 277,851 | 250,155 | 849,687 | 819,290 |
| INCOME BEFORE EQUITY IN INCOME OF REAL ESTATE JOINT VENTURE: | 207,700 | 198,666 | 545,688 | 555,937 |
| EQUITY IN INCOME OF REAL ESTATE JOINT VENTURE: | 20,082 | 18,873 | 50,130 | 53,327 |
| NET INCOME | 227,782 | 217,539 | 595,818 | 609,261 |
| AGGREGATE INCOME ALLOCATED TO: | ||||
| General partners | 2,278 | 2,175 | 5,958 | 6,093 |
| Limited partners | 225,504 | 215,364 | 589,860 | 603,168 |
| TOTAL | 227,782 | 217,539 | 595,818 | 609,261 |
| Weighted average limited partnership units outstanding | 24,000 | 24,000 | 24,000 | 24,000 |
| NET INCOME ATTRIBUTABLE TO THE PARTNERSHIP PER LIMITED PARTNERSHIP UNIT | $ 9.40 | $ 8.97 | $ 24.58 | $ 25.13 |
Statements of Changes in Partners' Equity (Deficit) (Unaudited) (USD $) | General Partners | Limited Partners | Total |
|---|---|---|---|
| BALANCE, Beginning at Dec. 31, 2010 | $ (79,292) | $ 2,606,834 | $ 2,527,542 |
| Net Income Allocation | 5,958 | 589,860 | 595,818 |
| Distributions | (7,309) | (723,571) | (730,880) |
| BALANCE, Ending at Sep. 30, 2011 | $ (80,643) | $ 2,473,123 | $ 2,392,480 |
Document and Entity Information | 9 Months Ended |
|---|---|
Sep. 30, 2011 | |
| Document And Entity Information | |
| Entity Registrant Name | DSI Realty Income Fund VIII |
| Entity Central Index Key | 0000743366 |
| Document Type | 10-Q |
| Document Period End Date | Sep. 30, 2011 |
| Amendment Flag | false |
| Current Fiscal Year End Date | --12-31 |
| Is Entity a Well-known Seasoned Issuer? | Yes |
| Is Entity a Voluntary Filer? | No |
| Is Entity's Reporting Status Current? | Yes |
| Entity Filer Category | Smaller Reporting Company |
| Entity Common Stock, Shares Outstanding | 24,000 |
| Document Fiscal Period Focus | Q3 |
| Document Fiscal Year Focus | 2011 |
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Net Income Per Limited Partnership Unit | 9 Months Ended |
|---|---|
Sep. 30, 2011 | |
| Notes to Financial Statements | |
| Net Income Per Limited Partnership Unit |
Net income per limited partnership unit is calculated by dividing the net income allocated to the limited partners by the number of limited partnership units outstanding during the period. |
General | 9 Months Ended |
|---|---|
Sep. 30, 2011 | |
| Notes to Financial Statements | |
| General |
Registrant, DSI Realty Income
Fund VIII (the "Partnership") is a publicly-held limited partnership organized under the California Uniform Limited Partnership
Act pursuant to a Certificate and Agreement of Limited Partnership (hereinafter referred to as "Agreement") dated November
28, 1983 and restated April 23, 1984. The General Partners are DSI Properties, Inc., a California corporation, and RJC Capital
Management, LLC and JWC Capital Management, LLC. The Partnership has acquired mini-storage facilities located in Stockton, El Centro, Huntington Beach, and Lompoc, California. The Partnership has also entered into a joint venture with DSI Realty Income Fund IX, through which the Partnership has a 30% interest in a mini-storage facility in Aurora, Colorado (Under the terms of the joint venture agreement, the Partnership is entitled to 30% of the profits and losses of the venture and owns 30% of the mini-storage facility as a tenant in common with DSI Realty Income Fund IX, which has the remaining 70% interest in the venture. The Partnership accounts for its investment in the real estate joint venture under the equity method of accounting). All facilities were acquired from Dahn Corporation ("Dahn"). Dahn is not affiliated with the Partnership. Dahn is affiliated with other partnerships in which DSI Properties, Inc. is a general partner.
Fair Value of Financial Instruments
ASC 825-10 (formerly SFAS 107, “Disclosures about Fair Value of Financial Instruments”) defines financial instruments and requires disclosure of the fair value of financial instruments held by the Partnership. The Partnership considers the carrying amount of cash, accounts receivable, other receivables, accounts payable and accrued liabilities, to approximate their fair values because of the short period of time between the origination of such instruments and their expected realization.
Recent Accounting Pronouncements
In June 2011, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update 2011-05, Comprehensive Income (Topic 220): Presentation of Comprehensive Income, which amends current comprehensive income guidance. This accounting update eliminates the option to present the components of other comprehensive income (loss) as part of the statement of shareholders’ equity. Instead, the Partnership must report comprehensive income (loss) in either a single continuous statement of comprehensive income (loss) which contains two sections, net income (loss) and other comprehensive income (loss), or in two separate but consecutive statements. This guidance will be effective for the Partnership beginning in fiscal 2012. The Partnership does not expect the adoption of the standard update to impact its financial position or results of operations, as it only requires a change in the format of presentation.
In May 2011, the FASB issued Accounting Standards Update 2011-04, Fair Value Measurement (Topic 820): Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRSs. The new guidance results in a consistent definition of fair value and common requirements for measurement of and disclosure about fair value between U.S. GAAP and International Financial Reporting Standards. While many of the amendments to U.S. GAAP are not expected to have a significant effect on practice, the new guidance changes some fair value measurement principles and disclosure requirements. This new guidance is effective for fiscal years and interim periods beginning after December 15, 2011. The Partnership does not expect the adoption of the standard update to have a significant impact on its financial position or results of operations. |
Allocation of Profits and Losses | 9 Months Ended |
|---|---|
Sep. 30, 2011 | |
| Notes to Financial Statements | |
| Allocation of Profits and Losses |
Under the Agreement of Limited Partnership, the general partners are to be allocated 1% of the net profits or losses from operations, and the limited partners are to be allocated the balance of the net profits or losses from operations in proportion to their limited partnership interests. The general partners are also entitled to receive a percentage, based on a predetermined formula, of any cash distribution from the sale, other disposition, or refinancing of the project.
In addition, the general partners are entitled to receive an incentive management fee for supervising the operations of the Partnership. The fee is to be paid in an amount equal to 9% per annum of the cash available for distribution on a cumulative basis, calculated as cash generated from operations less capital expenditures. |
Related Party Transactions | 9 Months Ended |
|---|---|
Sep. 30, 2011 | |
| Notes to Financial Statements | |
| Related Party Transactions |
The Partnership has entered into a management agreement with Dahn to operate its mini-storage facilities. The management agreement provides for a management fee equal to 5% of gross revenue from operations, which is defined as the entire amount of all receipts from the renting or leasing of storage compartments and sale of locks. The management agreement is renewable annually. Dahn earned management fees equal to $64,269 and $69,733, for the nine month periods ended September 30, 2011 and 2010, respectively. Amounts payable to Dahn at September 30, 2011 and December 31, 2010 were $7,991 and $7,486, respectively.
Beginning in July 2011, the General Partner, DSI Properties, Inc. performs all tax related work with respect to the Partnership. These services are paid monthly in the amount of $3,685. Tax fees paid to DSI Properties, Inc. for the nine month period ended September 30, 2011 were $11,055.
|
Subsequent Events | 9 Months Ended |
|---|---|
Sep. 30, 2011 | |
| Notes to Financial Statements | |
| Subsequent Events |
Events subsequent to September 30, 2011, have been evaluated through the date these unaudited interim financial statements were issued to determine whether they should be disclosed to keep the unaudited interim financial statements from being misleading. Management found no subsequent events that should be disclosed. |
Property | 9 Months Ended | |||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Sep. 30, 2011 | ||||||||||||||||||||||
| Notes to Financial Statements | ||||||||||||||||||||||
| Property | Properties owned by the Partnership are all mini-storage facilities.
Depreciation is calculated using the straight-line method over the estimated useful life of 20 years. Property under capital leases
is amortized over the lives of the respective leases. The total cost of property and accumulated depreciation at September 30, 2011
and December 31, 2010 were as follows:
|
Balance Sheets (Unaudited) (USD $) | Sep. 30, 2011 | Dec. 31, 2010 |
|---|---|---|
| ASSETS: | ||
| Cash & Equivalents | $ 446,010 | $ 560,140 |
| Property Net | 2,006,717 | 1,997,662 |
| Investment in Joint Venture | 198,189 | 194,859 |
| Uncollected Rental Revenue | 76,721 | 79,231 |
| Prepaid Advertising | 3,582 | 3,281 |
| Other Assets | 25,103 | 24,280 |
| TOTAL | 2,756,322 | 2,859,453 |
| LIABILITIES: | ||
| Distribution due to Partners | 242,424 | 242,424 |
| Incentive Management Fee Liability | 18,717 | |
| Property Management Fee Liability | 7,991 | 7,486 |
| Deferred Income | 40,926 | 37,991 |
| Accrued Expenses | 27,759 | 26,236 |
| Other Liabilities | 26,025 | 17,774 |
| Total Liabilities | 363,842 | 331,911 |
| PARTNERS' EQUITY: | ||
| General Partners | (80,463) | (79,292) |
| Limited Partners | 2,473,123 | 2,606,834 |
| Total Partners' Equity | 2,392,480 | 2,527,542 |
| TOTAL | $ 2,756,322 | $ 2,859,453 |