10-Q 1 dsixi907.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, 2007 /___/ 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 DSI REALTY INCOME FUND XI (A Limited Partnership) BALANCE SHEETS (UNAUDITED) SEPTEMBER 30, 2007 AND DECEMBER 31, 2006 September 30, December 31, 2007 2006 ASSETS CASH AND CASH EQUIVALENTS $ 484,646 $ 475,705 PROPERTY,NET 2,978,099 3,248,480 OTHER ASSETS 147,866 121,743 ---------- ---------- TOTAL $3,610,611 $3,845,928 ========== ========== LIABILITIES AND PARTNERS' EQUITY LIABILITIES Distribution to Partners $202,020 $202,020 Property management fee payable 11,900 12,224 Customer deposits and other liabilities 130,051 189,825 Capital lease obligation 66,087 93,630 -------- -------- Total liabilities 410,058 497,699 ---------- ---------- PARTNERS' EQUITY (DEFICIT): General Partners (57,661) (56,185) Limited Partners (20,000 limited partnership units outstanding at September 30, 2007 and December 31, 2006) 3,258,214 3,404,414 ---------- ---------- Total partners' equity 3,200,553 3,348,229 ---------- ---------- TOTAL $3,610,611 $3,845,928 ========== ========== See accompanying notes to financial statements (unaudited). STATEMENTS OF INCOME (UNAUDITED) FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2007 AND 2006 September 30, September 30, 2007 2006 REVENUES: Rental Income $ 594,817 $ 618,190 ---------- ---------- EXPENSES: Operating 364,822 394,955 General and administrative 30,877 29,689 ---------- ---------- Total expenses 395,699 424,644 OPERATING INCOME 199,118 193,546 OTHER INCOME Interest 83 84 ---------- ---------- INCOME BEFORE MINORITY INTEREST IN INCOME OF REAL ESTATE JOINT VENTURE 199,201 193,630 MINORITY INTEREST IN INCOME OF REAL ESTATE JOINT VENTURE (123,491) (123,204) ---------- ---------- NET INCOME $ 75,710 $ 70,426 ========== ========== AGGREGATE NET INCOME ALLOCATED TO: Limited partners $ 74,953 $ 69,722 General partners 757 704 ---------- ---------- TOTAL $ 75,710 $ 70,426 ========== ========== NET INCOME PER LIMITED PARTNERSHIP UNIT $ 3.75 $ 3.49 ========== ========== 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, 2007 AND 2006 September 30, September 30, 2007 2006 REVENUES: Rental Income $1,775,571 $1,820,567 ---------- ---------- EXPENSES: Operating 1,017,753 1,081,449 General and administrative 176,192 156,026 ---------- ---------- Total expenses 1,193,945 1,237,475 OPERATING INCOME 581,626 583,092 OTHER INCOME Interest 249 249 ---------- ---------- INCOME BEFORE MINORITY INTEREST IN INCOME OF REAL ESTATE JOINT VENTURE 581,875 583,341 MINORITY INTEREST IN INCOME OF REAL ESTATE JOINT VENTURE (123,491) (123,204) ---------- ---------- NET INCOME $ 458,384 $ 460,137 ========== ========== AGGREGATE NET INCOME ALLOCATED TO: Limited partners $ 453,800 $ 455,536 General partners 4,584 4,601 ---------- ---------- TOTAL $ 458,384 $ 460,137 ========== ========== NET INCOME PER LIMITED PARTNERSHIP UNIT $ 22.69 $ 22.78 ========== ========== LIMITED PARTNERSHIP UNITS USED IN PER UNIT CALCULATION 20,000 20,000 ====== ====== See accompanying notes to financial statements (unaudited). STATEMENT OF CHANGES IN PARTNERS' EQUITY (DEFICIT)(UNAUDITED) FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2007 GENERAL LIMITED PARTNERS PARTNERS TOTAL BALANCE AT JANUARY 1, 2007 ($56,185) $3,404,414 $3,348,229 NET INCOME 4,584 453,800 458,384 DISTRIBUTIONS (6,060) (600,000) (606,060) -------- ---------- ---------- BALANCE AT SEPTEMBER 30, 2007 ($57,661) $3,258,214 $3,200,553 ======== ========== ========== See accompanying notes to financial statements (unaudited). STATEMENTS OF CASH FLOWS (UNAUDITED) FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2007 AND 2006 September 30, September 30, 2007 2006 CASH FLOWS FROM OPERATING ACTIVITIES: Net income $ 458,384 $ 460,137 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation 270,381 269,556 Minority interests in income of real estate joint ventures 123,491 123,204 Changes in assets and liabilities: Increase in other assets (26,123) (500) Increase in incentive management fees payable to general partners - 18,182 Increase in property management fee payable 202 362 Increase(decrease) in customer deposits and other liabilities (60,301) (10,204) --------- --------- Net cash provided by operating activities 766,034 860,737 CASH FLOWS FROM FINANCING ACTIVITIES - Distributions to partners (606,060) (606,060) Distributions paid to minority interests in real estate joint ventures (123,491) (123,204) Payment on capital lease obligations (27,542) (22,908) --------- --------- Net cash used in financing activities (757,093) (752,172) --------- --------- NET INCREASE IN CASH AND CASH EQUIVALENTS 8,941 108,565 CASH AND CASH EQUIVALENTS: At beginning of period 475,705 439,781 --------- --------- At end of period $ 484,646 $ 548,346 ========= ========= SUPPLEMENTAL DISCLOSURE OF CASH FLOW INORMATION - Cash paid for interest $ 3,208 $ 2,844 ========= ========= NONCASH FINANCING ACTIVITIES - Distributions due partners included in partners' equity $ 202,020 $ 202,020 ========= ========= See accompanying notes to financial statements (unaudited). DSI REALTY INCOME FUND XI (A 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 Partnership has entered into four joint venture arrangements with affiliates of Dahn Corporation ("Dahn"). The Partnership and its joint venture partners have acquired four mini-storage properties located in Whittier, California; Edgewater, New Jersey; Bloomingdale, Illinois; and Sterling Heights, Michigan. The properties were acquired from Dahn. Pursuant to the terms of each joint venture agreement, annual profits (before depreciation) of each joint venture will be allocated to the Joint Venture Partners on the basis of actual distributions received, while annual losses (before depreciation) are to be allocated in proportion to the ownership percentages as specified below. Cash distributions are to be made to each Joint Venture Partner based upon each Joint Venture Partner's ownership percentage. However, the Joint Venture Partners have subordinated their rights to any distributions to the Partnership's receipt of an annual, noncumulative, 8% return (7.75% for the Whittier Mini) from the operation of the joint ventures. Requirements under the subordination agreement were met during 2006, 2005 and 2004. A minority interest in real estate joint venture is recorded to the extent of any distributions due to the Joint Venture Partners. The Joint Venture Partners are also entitled to receive a percentage, based upon a pre-determined formula, of the net proceeds from the sale of the properties. The accompanying interim financial statements have been prepared by the Company'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 regu- lations. Accordingly, the 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 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, 2007. These financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in the Company's annual report on Form 10-K for the year ended December 31, 2006. 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 operating 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. The total property cost and accumulated depreciation are as follows: September 30, December 31, 2007 2006 Land $ 1,894,250 $ 1,894,250 Buildings and improvements 6,622,462 6,622,462 Rental trucks under capital leases 163,382 163,382 ------------ ------------ Total 8,680,094 8,680,094 Less: Accumulated Depreciation ( 5,701,995) (5,431,614) ------------ ------------ Property - Net $ 2,978,099 $ 3,248,480 ============ ============
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 6% 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 $35,689 and $37,091, for the three month periods ended September 30, 2007 and 2006, respectively, and $106,534 and $109,234 for the nine month periods ended September 30, 2007 and 2006. Amounts payable to Dahn at September 30, 2007 and December 31, 2006, were $11,900 and $12,224, respectively. In 2004, the Partnership entered into truck lease agreements with KMD Trucks, LLC ("KMD"). The president of Dahn, Brian Dahn, is also a member of KMD. Trucks are leased under 48-month leases with total monthly payments in the amount of $3,750. Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations. We are pleased to enclose the Partnership's unaudited financial statements for the period ended September 30, 2007. 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, 2007 and 2006, total revenues decreased 3.8% from $618,190 to $594,817 and total expenses decreased 6.8% from $424,644 to $395,699 and other income decreased from $84 to $83. Minority interest in income of real estate joint ventures increased 0.2% from $123,204 to $123,491. As a result, net income increased 7.5% from $70,426 for the three-month period ended September 30, 2006, to $75,710 for the same period in 2007. Total revenue decreased as a result of lower rental revenue and sale of locks and packing materials, partially offset by an increase in truck rental income. Rental revenue decreased as a result of lower occupancy rates. Occupancy levels for the Partnership's four mini-storage facilities averaged 81.0% for the three-month period ended September 30, 2007 as compared to 84.0% for the same period in 2006. The Partnership is continuing its marketing efforts to attract and keep new tenants in its various mini-storage facilities. Operating expenses decreased approximately $30,100 (7.6%) primarily as a result of decreases in advertising, legal and maintenance and repair expenses. General and administrative expenses remained constant. For the nine-month periods ended September 30, 2007, and 2006, total revenues decreased 2.5% from $1,820,567 to $1,775,571 and total expenses decreased 3.5% from $1,237,475 to $1,193,945 and other income remained constant at $249. Minority interest in income of real estate joint ventures increased 0.2% from $123,204 to $123,491. As a result, net income decreased 0.4% from $460,137 for the nine-month period ended September 30, 2006, to $458,384 for the same period in 2007. Revenue decreased as a result of lower rental income and sale of locks and packing materials, partially offset by an increase in truck rental revenue. Operating expenses decreased approximately $63,700 (5.9%) primarily as a result of decreases in advertising, purchase of locks and packing materials, maintenance and repair and workers' compensation expenses, partially offset by increases in real estate tax and salaries and wages expenses. General and administrative expenses increased approximately $20,200 $12.9%) primarily as a result of increases in legal and professional, admin- istrative and state tax expenses. The General Partners plan to continue their policy of funding the continuing improvement and maintenance of Partnership properties with cash generated from operations. The Partnership's financial resources appear to be adequate to meet its needs. Item 3. Quantitative and Qualitative Disclosures About Market Risk NONE Item 4. CONTROLS AND PROCEDURES 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 designed 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 inform- ation is communicated to the certifying officers on a timely basis. Based on this evaluation, the Partnership concluded 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. PART II - OTHER INFORMATION Item 1. Legal Proceedings Registrant is not a party to any material pending legal proceedings. Item 1A. Risk Factors Please refer to the risk factors disclosed by the partnership in response to Item 1A, part I of the Form 10-K filed on March 30, 2007. There has been no material change to the risk factors disclosed therein. Item 2. Unregistered Sales of Equity Securities and Use of Proceeds NONE Item 3. Defaults Upon Senior Securities NONE Item 4. Submission of Matters to a Vote of Security Holders NONE Item 5. Other Information NONE Item 6. Exhibits NONE 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: November 14, 2007 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: November 14, 2007 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 CERTIFICATIONS I, Robert J. Conway, certify that: 1. I have reviewed this report on Form 10-Q for the quarter ended September 30, 2007 of DSI Realty Income Fund XI; 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 cover- ed 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 officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15e and 15d-15e) for the registrant and have: a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our super- vision, 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 annual report is being prepared; b) 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 c) 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 our annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and 5. The registrant's other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and general partners (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 affect the registrant's ability to record, pro- cess, 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 in- ternal controls over financial reporting. Date: November 14, 2007 Robert J. Conway Chief Executive Officer CERTIFICATIONS I, Richard P. Conway, certify that: 1. I have reviewed this report on Form 10-Q for the quarter ended September 30, 2007 of DSI Realty Income Fund XI; 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 cover- ed 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 officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15e and 15d-15e) for the registrant and have: a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our super- vision, 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 annual report is being prepared; b) 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 c) 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 our annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and 5. The registrant's other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and general partners (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 affect the registrant's ability to record, pro- cess, 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 in- ternal controls over financial reporting. Date: November 14, 2007 Richard P. Conway Vice President 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 XI (the "Partnership") on Form 10-Q for the period ending September 30, 2007 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Robert J. Conway, 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. Robert J. Conway Chief Executive Officer November 14, 2007 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 XI (the "Partnership") on Form 10-Q for the period ending September 30, 2007 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Richard P. Conway, Vice President of the Corporate General Partner, 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. Richard P. Conway Vice President November 14, 2007