10-Q 1 dsi11903.txt SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q /_x_/ Quarterly report pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934. For the quarterly period ended September 30, 2003 /___/ Transition report pursuant to Section 13 or 15(d) of the Securities Act of 1934 for the transition period from ______________ to ________________. Commission File Number 33-26038 DSI REALTY INCOME FUND XI, A California Limited Partnership (Exact name of registrant as specified in its charter) California_______________________________________33-0324161 (State or other jurisdiction of (I.R.S. Employer incorporation) Identification No.) 6700 E. Pacific Coast Hwy., Long Beach, California 90803 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code-(562)493-8881 _________________________________________________________________ Former name, former address and former fiscal year, if changed since last report. 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__. PART I - FINANCIAL INFORMATION Item 1. Financial Statements. The information required by Rule 10-01 of Regulation S-X is included in the Quarterly Report to the Limited Partners of Registrant for the period ended September 30, 2003, which is attached hereto as Exhibit "20" and incorporated herein by this reference. Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations. Registrant incorporates by this reference its Quarterly Report to Limited Partners for the period ended September 30, 2003. PART II - OTHER INFORMATION Item 6. Exhibits and Reports on Form 8K. (a) Attached hereto as Exhibit "20" is Registrant's Quarterly Report to Limited Partners for the period ended September 30, 2003. (B) Registrant did not file any reports on Form 8-K for the period reported upon. SIGNATURES Pursuant to the requirements of the Securities and Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. Dated: October 31, 2003 DSI REALTY INCOME FUND XI A California Limited Partnership (Registrant) By____\s\ Robert J. Conway_____ DSI Properties, Inc., as General Partner by ROBERT J. CONWAY, President and Chief Financial Officer SIGNATURES Pursuant to the requirements of the Securities and Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. Dated: October 31, 2003 DSI REALTY INCOME FUND XI A California Limited Partnership (Registrant) By__\s\ Robert J. Conway________ DSI Properties, Inc., as General Partner by ROBERT J. CONWAY, President and Chief Financial Officer October 31, 2003 QUARTERLY REPORT TO THE LIMITED PARTNERS OF DSI REALTY INCOME FUND XI DEAR LIMITED PARTNERS: We are pleased to enclose the Partnership's unaudited financial statements for the period ended September 30, 2003. The following is Management's discussion and analysis of the Partnership's financial condition and results of its operations. For the three-month periods ended September 30, 2003 and 2002, total revenues increased 0.2% from $585,847 to $587,206 and total expenses increased 8.7% from $331,876 to $360,853 and other income decreased from $203 to $83. Minority interest in income of real estate joint ventures increased 8,7% from $142,454 to $154,854. As a result, net income decreased 35.9% from $111,720 for the three-month period ended September 30, 2002, to $71,582 for the same period in 2003. Rental revenue remained relatively constant. Occupancy levels for the Partnership's four mini-storage facilities averaged 86.7% for the three- month period ended September 30, 2003 as compared to 84.9% for the same period in 2002. The Partnership is continuing its marketing efforts to attract and keep new tenants in its various mini-storage facilities. Operating expenses remained relatively constant as higher advertising, real estate tax and salaries and wages expenses was offset by decreases in repairs and maintenance and workers compensation insurance expenses. General and administrative expenses increased approximately $30,900 (96.8%) primarily due to higher legal and professional expenses, partially offset by lower equipment and computer lease expenses. Legal expense increased as a result of legal challenges by dissident Limited Partners to a proposed amendment to the Partnership Agree- ment (see paragraph below). For the nine-month periods ended September 30, 2003, and 2002, total revenues decreased 1.4% from $1,777,333 to $1,752,121 and total expenses increased 5.3% from $996,502 to $1,049,514 and other income decreased from $574 to $284. Minority interest in income of real estate joint ventures increased 8.7% from $142,454 to $154,854. As a result, net income decreased 14.2% from $638,951 for the nine-month period ended September 30, 2002, to $548,037 for the same period in 2003. Rental revenue decreased as a result of lower unit rental rates. Operating expenses increased approximately $11,200 (1.3%) primarily as a result of higher advertising, telephone, real estate tax, salaries and wages and power and sweeping expenses, partially offset by decreases in repairs and maintenance, office supplies and workers compensation insurance expenses. General and administrative expenses increased approximately $41,900 (33.0%) for the same reasons as discussed above. On April 5, 2002, the General Partners received a copy of a hostile tender offer from Mackenzie Patterson, Inc. and associated corporations and limited partnerships to purchase all of the Units in the Partnership. This offer was also filed with the Securities and Exchange Commission on the same date. The General Partners have determined that the hostile tender offer was not in the best interests of the Limited Partners, that the tender offer was grossly inadequate given the performance history of the Limited Partnership and the inherent value of the Units, and recommended that the Limited Partners reject the hostile tender offer and not tender their Units pursuant thereto. The offer was subsequently increased and extended to June 30, 2002 and again to July 22, 2002. The General Partners' initial determination regarding the offer did not change. Prior to the expiration date of the offer, Limited Partners tendered 30 Units representing 0.150% of the outstanding Units of the Partnership. The Limited Partners have approved an amendment to the Partnership Agreement granting the General Partners ten days to review certain types of transfers during which the General Partners may match, exceed or approve the proposed transfers. The Court has rejected all preliminary attempts to halt implemen- tation of the amendment. Subsequently, the dissident Limited Partners who initiated the legal proceedings decided not to pursue the matter any further. The General Partners plan to continue their policy of funding improvements and maintenance of Partnership properties with cash generated from operations. The Partnership's financial resources appear to be adequate to meet its needs. We are not enclosing a copy of the Partnership Form 10-Q as filed with the Securities and Exchange Commission since all the information set forth therein is contained either in this letter or in the attached financial statements. However, if you wish to receive a copy of said report, please send a written request to DSI Realty Income Fund XI, P.O. Box 357, Long Beach, California 90801. Very truly yours, DSI REALTY INCOME FUND XI By: DSI Properties, Inc., as General Partner By /s/ Robert J. Conway ____________________________ ROBERT J. CONWAY, President DSI REALTY INCOME FUND XI (A California Real Estate Limited Partnership) BALANCE SHEETS(UNAUDITED) SEPTEMBER 30, 2003 AND DECEMBER 31, 2002 September 30, December 31, 2003 2002 ASSETS CASH AND CASH EQUIVALENTS $ 809,375 $ 597,284 PROPERTY, Net 4,215,372 4,454,466 OTHER ASSETS 39,837 39,837 TOTAL $5,064,584 $5,091,587 LIABILITIES AND PARTNERS' EQUITY (DEFICIT) LIABILITIES $ 382,502 $ 351,482 PARTNERS' EQUITY (DEFICIT): General Partners (42,846) (42,266) Limited Partners 4,724,928 4,782,371 Total partners' equity 4,682,082 4,740,105 TOTAL $5,064,584 $5,091,587 See accompanying notes to financial statements(unaudited). STATEMENTS OF INCOME (UNAUDITED) FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2003 AND 2002 September 30, September 30, 2003 2002 REVENUES: Rental Income $ 587,206 $ 585,847 EXPENSES: Operating 298,122 299,997 General and administrative 62,731 31,879 Total expenses 360,853 331,876 OPERATING INCOME 226,353 253,971 OTHER INCOME Interest 83 203 INCOME BEFORE MINORITY INTEREST IN INCOME OR REAL ESTATE JOINT VENTURES 226,436 254,174 MINORITY INTEREST IN INCOME OF REAL ESTATE JOINT VENTURES (154,854) (142,454) NET INCOME $ 71,582 $ 111,720 AGGREGATE NET INCOME ALLOCATED TO: Limited partners $ 70,866 $ 110,603 General partners 716 1,117 TOTAL $ 71,582 $ 111,720 NET INCOME PER LIMITED PARTNERSHIP UNIT $ 3.54 $ 5.53 LIMITED PARTNERSHIP UNITS USED IN PER UNIT CALCULATION 20,000 20,000 See accompanying notes to financial statements(unaudited). STATEMENTS OF INCOME (UNAUDITED) FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2003 AND 2002 September 30, September 30, 2003 2002 REVENUES: Rental $1,752,121 $1,777,333 EXPENSES: Operating 880,670 869,509 General and administrative 168,844 126,993 Total expenses 1,049,514 996,502 OPERATING INCOME 702,607 780,831 OTHER INCOME Interest 284 574 INCOME BEFORE MINORITY INTEREST IN INCOME OF REAL ESTATE JOINT VENTURES 702,891 781,405 MINORITY INTEREST IN INCOME OF REAL ESTATE JOINT VENTURES (154,854) (142,454) NET INCOME 548,037 638,951 AGGREGATE NET INCOME ALLOCATED TO: Limited partners 542,557 632,561 General partners 5,480 6,390 TOTAL 548,037 638,951 NET INCOME PER LIMITED PARTNERSHIP UNIT $27.13 $31.63 LIMITED PARTNERSHIP UNITS USED IN PER UNIT CALCULATION 20,000 20,000 See accompanying notes to financial statements(unaudited). STATEMENTS OF CHANGES IN PARTNERS' EQUITY (UNAUDITED) FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2003 GENERAL LIMITED PARTNERS PARTNERS TOTAL BALANCE AT JANUARY 1, 2003 ($42,266) $4,782,371 $4,740,105 NET INCOME 5,480 542,557 548,037 DISTRIBUTIONS (6,060) (600,000) (606,060) BALANCE AT SEPTEMBER 30, 2003 ($42,846) $4,724,928 $4,682,082 See accompanying notes to financial statements(unaudited). STATEMENTS OF CASH FLOWS (UNAUDITED) FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2003 AND 2002 September 30, September 30, 2003 2002 CASH FLOWS FROM OPERATING ACTIVITIES: Net income $ 548,037 $ 638,951 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation 239,094 239,094 Changes in assets and liabilities: Decrease in other assets 0 1,827 Increase(decrease) in liabilities 31,020 (15,833) Net cash provided by operating activities 818,151 864,039 CASH FLOWS FROM INVESTING ACTIVITIES - Additions to property 0 (17,459) CASH FLOWS FROM FINANCING ACTIVITIES - Distributions to partners (606,060) (606,060) NET INCREASE CASH AND CASH EQUIVALENTS 212,091 240,520 CASH AND CASH EQUIVALENTS: At beginning of period 597,284 451,762 At end of period $ 809,375 $ 692,282 See accompanying notes to financial statements(unaudited). DSI REALTY INCOME FUND XI (A California Real Estate Limited Partnership) NOTES TO FINANCIAL STATEMENTS (UNAUDITED) 1. GENERAL DSI Realty Income Fund XI (the "Partnership"), a limited partnership, has three general partners (DSI Properties, Inc., Robert J. Conway and Joseph W. Conway) and limited partners owning 20,000 limited partnership units. The Partnership was formed under the California Uniform Limited Partnership Act for the primary purpose of acquiring and operating real estate. The accompanying financial information as of September 30, 2003, and for the periods ended September 30, 2003, and 2002 is unaudited. Such financial information includes all adjustments which are considered necessary by the Partnership's management for a fair presentation of the results for the periods indicated. 2. PROPERTY The Partnership holds a 90% interest in a joint venture that owns a mini- storage facility in Whittier, California; an 85% interest in an existing mini-storage in Edgewater Park, New Jersey; a 90% interest in an operating mini-storage facility in Bloomingdale, Illinois; and a 75% interest in an operating mini-storage in Sterling Heights, Michigan. As of September 30, 2003, the total property cost and accumulated depreciation are as follows: Land $ 1,894,250 Buildings 6,541,922 Furniture and equipment 8,803 Total 8,444,975 Less: Accumulated Depreciation ( 4,229,602) Property - Net $ 4,215,372 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. CONTROLS AND PROCEDURES Within 90 days prior to the date of this report, the Partnership evaluated the effectiveness of its disclosure controls and procedures. This evaluation was performed by the Partnership's Controller with the assistance of the Partnership's President and the Chief Executive Officer. These disclosure controls and procedures are designated to ensure that the information required to be disclosed by the Partnership in its periodic reports filed with the Securities and Exchange Commission (the "Commission") is recorded, processed, summarized and reported, within the time periods specified by the Commission's rules and forms, and that the information is communicated to the certifying officers on a timely basis. Based on this evaluation, the Partnership con- cluded that its disclosure controls and procedures were effective. There have been no significant changes in the Partnership's internal controls or in other factors that could significantly affect the internal controls subsequent to the date of their evaluation. DSI REALTY INCOME FUND XI Form 10-Q CERTIFICATION Each of the undersigned hereby certifies in his capacity as an officer of DSI Properties, Inc. (corporate General Partner) of DSI REALTY INCOME FUND XI (the "Partnership") that the Quarterly Report of the Partnership on Form 10-Q for the periods ended September 30, 2003 fully complies with the requirements of Section 13(a) of the Securities and Exchange Act of 1934 and that inform- ation contained in such report fairly presents, in all material respects, the financial condition of the Partnership at the end of such periods and the results of operations of the Partnership for such periods. ROBERT J. CONWAY, CEO RICHARD P. CONWAY, VP CERTIFICATIONS I, Robert Conway, certify that: 1. I have reviewed this quarterly report on Form 10-Q of DSI Realty Income Fund XI; 2. Based on my knowledge, this quarterly 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 quarterly report; 3. Based on my knowledge, the financial statements, and other financial information included in this quarterly 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 quarterly report; 4. The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have: a) designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consoli- dated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared; b) evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the "Evaluation Date"); and c) presented in this quarterly report our conclusions about the effec- tiveness of the disclosure controls and procedures based on our evalu- ation as of the Evaluation Date; 5. The registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit com- mitee of registrant's board of directors (or persons performing the equivalent functions): a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and 6. The registrant's other certifying officers and I have indicated in this quarterly report whether there were significant changes in internal controls or in other factors that could significantly affect internal controls sub- sequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses. Date: November, 2003 Robert Conway President CERTIFICATIONS I, Richard Conway, certify that: 1. I have reviewed this quarterly report on Form 10-Q of DSI Realty Income Fund XI; 2. Based on my knowledge, this quarterly 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 quarterly report; 3. Based on my knowledge, the financial statements, and other financial information included in this quarterly 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 quarterly report; 4. The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have: a) designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consoli- dated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared; b) evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the "Evaluation Date"); and c) presented in this quarterly report our conclusions about the effec- tiveness of the disclosure controls and procedures based on our evalu- ation as of the Evaluation Date; 5. The registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit com- mitee of registrant's board of directors (or persons performing the equivalent functions): a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and 6. The registrant's other certifying officers and I have indicated in this quarterly report whether there were significant changes in internal controls or in other factors that could significantly affect internal controls sub- sequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses. Date: November, 2003 Richard Conway Vice President