UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No. 1 to
FORM 10-Q
(Mark One)
| x | Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 |
For the quarterly period ended June 30, 2011 or
| | Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 |
For the transition period from __________________ to ______________________.
Commission file number 000-15346
DSI REALTY INCOME FUND X
a California Limited Partnership
(Exact name of registrant as specified in its charter)
| California | 33-0195079 |
| (State or other jurisdiction of | (I.R.S. Employer |
| incorporation or organization) | Identification No.) |
6700 E. Pacific Coast Hwy.
Long Beach, CA 90803
(Address of principal executive offices)(Zip Code)
(562) 493-8881
(Registrant’s telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes x No
Indicate by check mark whether the registrant 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 (§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. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | Accelerated filer | |
| Non-accelerated filer | (Do not check if smaller reporting company) | 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 31,790 limited partnership units originally sold for $500.00 per unit. There is no trading market for the limited partnership units.
EXPLANATORY NOTE
The sole purpose of this amendment to the Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2011, originally filed by DSI Realty Income Fund X (the “Registrant”) with the Securities and Exchange Commission on August 22, 2011 (the “Original Form 10-Q”), is to furnish the exhibits required by Item 601(b)(101) (Interactive Data File) of Regulation S-K, which are being furnished within 30 days of the filing of the Original Form 10-Q, as permitted by Rule 405(a)(2)(ii) of Regulation S-T.
No other changes have been made to the Original Form 10-Q and the Original Form 10-Q has not been modified or updated to reflect events occurring subsequent to its original filing date.
Item 6. Exhibits
The Exhibit Index following the signature page is hereby incorporated by reference herein.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
DSI REALTY INCOME FUND X, a California Limited Partnership by: DSI Properties, Inc., a California Corporation, as General Partner
Date: September 9, 2011 /s/ Robert J. Conway
By: Robert J. Conway
Its: President, Chief Executive Officer and Director
(Principal Executive Officer)
/s/ Joseph W. Conway
By: Joseph W. Conway
Its: Executive Vice President
(Director)
/s/ Richard P. Conway
By: Richard P. Conway
Its: Senior Vice President and Chief Financial Officer
(Principal Financial Officer)
EXHIBIT INDEX
| Exhibit Number | Exhibit Title |
31.1 Certification of Principal Executive Officer pursuant to Securities Exchange Act Rules 13a-14(a) and 15d-14(a) as adopted pursuant to section 302 of the Sarbanes-Oxley Act of 2002.*
31.2 Certification of Principal Financial Officer pursuant to Securities Exchange Act Rules 13a-14(a) and 15d-14(a) as adopted pursuant to section 302 of the Sarbanes-Oxley Act of 2002.*
32.1 Certification of Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002.*
32.2 Certification of Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002.*
101.PRE XBRL Taxonomy Extension Presentation Linkbase Document**
101.INS XBRL Instance Document**
101.SCH XBRL Taxonomy Extension Schema Document**
101.CAL XBRL Taxonomy Extension Calculation Linkbase Document**
101.DEF XBRL Taxonomy Extension Definition Linkbase Document**
101.LAB XBRL Taxonomy Extension Label Linkbase Document**
______________________________
* Previously filed or furnished as an exhibit to the Registrant’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2011.
** Furnished with this Amendment No. 1. 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.
|
Statements of Income (Unaudited) (USD $)
|
3 Months Ended | 6 Months Ended | ||
|---|---|---|---|---|
|
Jun. 30, 2011
|
Jun. 30, 2010
|
Jun. 30, 2011
|
Jun. 30, 2010
|
|
| REVENUES: | Â | Â | Â | Â |
| Self-storage rental income | $ 497,065 | $ 567,483 | $ 1,034,037 | $ 1,129,846 |
| Ancillary operating revenue | 50,442 | 47,964 | 102,121 | 101,834 |
| Interest and other income | 38 | 64 | 76 | 133 |
| TOTAL | 547,545 | 615,511 | 1,136,234 | 1,231,813 |
| EXPENSES: | Â | Â | Â | Â |
| Depreciation | 3,905 | 1,252 | 4,910 | 2,823 |
| Operating | 263,414 | 322,337 | 546,665 | 625,770 |
| General and administrative | 65,622 | 47,484 | 165,278 | 153,087 |
| General partners' incentive management fee | 18,058 | 18,058 | 36,116 | 36,116 |
| Property management fee | 27,140 | 29,592 | 58,569 | 60,178 |
| Total | 378,139 | 418,723 | 811,538 | 877,974 |
| NET INCOME | 169,406 | 196,788 | 324,696 | 353,839 |
| AGGREGATE INCOME ALLOCATED TO: | Â | Â | Â | Â |
| General partners | 1,694 | 1,968 | 3,247 | 3,538 |
| Limited partners | 167,712 | 194,820 | 321,449 | 350,301 |
| TOTAL | $ 169,406 | $ 196,788 | $ 324,696 | $ 353,839 |
| Weighted average limited partnership units outstanding | 31,783 | 31,783 | 31,783 | 31,783 |
| NET INCOME ATTRIBUTABLE TO THE PARTNERSHIP PER LIMITED PARTNERSHIP UNIT | $ 5.28 | $ 6.13 | $ 10.11 | $ 11.02 |
|
Statements of Changes in Partners' Equity (Deficit) (Unaudited) (USD $)
|
General Partners
|
Limited Partners
|
Total
|
|---|---|---|---|
| BALANCE, Beginning at Dec. 31, 2010 | $ (124,904) | $ 1,837,242 | $ 1,712,338 |
| Net Income Allocation | 3,247 | 321,449 | 324,696 |
| Distributions | (4,069) | (402,872) | (406,941) |
| BALANCE, Ending at Jun. 30, 2011 | $ (125,726) | $ 1,755,819 | $ 1,630,093 |
|
Document and Entity Information
|
6 Months Ended |
|---|---|
|
Jun. 30, 2011
|
|
| Document And Entity Information | Â |
| Entity Registrant Name | DSI Realty Income Fund X |
| Entity Central Index Key | 0000792989 |
| Document Type | 10-Q |
| Document Period End Date | Jun. 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 | 31,783 |
| Document Fiscal Period Focus | Q2 |
| Document Fiscal Year Focus | 2011 |
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|
Net Income Per Limited Partnership Unit
|
6 Months Ended |
|---|---|
|
Jun. 30, 2011
|
|
| Notes to Financial Statements | Â |
| 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
|
6 Months Ended |
|---|---|
|
Jun. 30, 2011
|
|
| Notes to Financial Statements | Â |
| General |
DSI Realty Income Fund X (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 December 16, 1985 and restated to April 15, 1986. The General Partners are DSI Properties, Inc., a California corporation and RJC Capital Management, LLC and JWC Capital Management, LLC. The two LLCs are those of Robert J. Conway and Joseph W. Conway, two of the initial General Partners of Registrant. 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 thirty-one thousand seven hundred eighty-three (31,783) units of limited partnership interests aggregating Fifteen Million Eight Hundred Ninety One Thousand Five Hundred Dollars ($15,891,500). 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.
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. Reclassifications Certain amounts previously
reported have been reclassified to conform to the current period presentation. The reclassifications were made to change the income
statements presentation. The reclassifications had no effect on net income or assets and liabilities. 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
|
6 Months Ended |
|---|---|
|
Jun. 30, 2011
|
|
| Notes to Financial Statements | Â |
| 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 distributions to limited partners in the fund and the payment of such fee is subordinated to a cumulative return to the limited partners of 8.1% of the offering proceeds. |
|
Related Party Transactions
|
6 Months Ended |
|---|---|
|
Jun. 30, 2011
|
|
| Notes to Financial Statements | Â |
| 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 $58,569 and $60,178, for the six month periods ended June 30, 2011 and 2010, respectively. Amounts payable to Dahn at June 30, 2011 and December 31, 2010 were $310,384 and $310,727, respectively. |
|
Subsequent Events
|
6 Months Ended |
|---|---|
|
Jun. 30, 2011
|
|
| Notes to Financial Statements | Â |
| Subsequent Events | Events subsequent to June 30, 2011, have been evaluated through the date these unaudited interim consolidated 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
|
6 Months Ended | |||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
|
Jun. 30, 2011
|
||||||||||||||||||||||
| Notes to Financial Statements | Â | |||||||||||||||||||||
| 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 June 30, 2011 and December 31, 2010, were as follows:
|
|
Balance Sheets (Unaudited) (USD $)
|
Jun. 30, 2011
|
Dec. 31, 2010
|
|---|---|---|
| ASSETS: | Â | Â |
| Cash & Equivalents | $ 552,289 | $ 484,880 |
| Property Net | 2,100,183 | 2,105,093 |
| Uncollected Rental Revenue | 98,974 | 175,275 |
| Prepaid Advertising | 3,972 | 0 |
| Other Assets | 56,625 | 56,625 |
| TOTAL | 2,812,043 | 2,821,873 |
| LIABILITIES: | Â | Â |
| Distribution due to Partners | 200,650 | 200,650 |
| Incentive Management Fee Liability | 351,357 | 340,800 |
| Property Management Fee Liability | 310,384 | 310,727 |
| Deferred Income | 43,192 | 32,545 |
| Accrued Expenses | 26,143 | 19,679 |
| Other Liabilities | 250,224 | 205,134 |
| Total Liabilities | 1,181,950 | 1,109,535 |
| PARTNERS' EQUITY: | Â | Â |
| General Partners | (125,726) | (124,904) |
| Limited Partners | 1,755,819 | 1,837,242 |
| Total Partners' Equity | 1,630,093 | 1,712,338 |
| TOTAL | $ 2,812,043 | $ 2,821,873 |