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 000-18286
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 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 20,000 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 XI (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 XI, a California Limited Partnership by: DSI Properties, Inc., a California Corporation, as General Partner
Date: September 12, 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.
|
Consolidated 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 | $ 457,389 | $ 467,340 | $ 900,978 | $ 935,767 |
| Ancillary operating revenue | 37,325 | 29,878 | 72,434 | 65,154 |
| Interest and other income | 9 | 31 | 19 | 66 |
| TOTAL | 494,723 | 497,249 | 973,431 | 1,000,987 |
| EXPENSES: | Â | Â | Â | Â |
| Depreciation | 21,663 | 57,639 | 35,268 | 134,877 |
| Operating | 236,990 | 241,173 | 447,776 | 451,194 |
| General and administrative | 48,076 | 50,746 | 132,481 | 125,340 |
| General partners' incentive management fee | 13,635 | 13,627 | 27,270 | 27,263 |
| Property management fee | 29,330 | 29,623 | 58,759 | 59,629 |
| TOTAL | 349,694 | 392,808 | 701,554 | 798,303 |
| NET INCOME | 145,029 | 104,441 | 271,877 | 202,684 |
| LESS: net income attributable to the non-controlling interest | 0 | 0 | 0 | 0 |
| NET INCOME ATTRIBUTABLE TO THE PARTNERSHIP | 145,029 | 104,441 | 271,877 | 202,684 |
| NET INCOME ATTRIBUTABLE TO THE PARTNERSHIP ALLOCATED TO: | Â | Â | Â | Â |
| General partners | 1,450 | 1,044 | 2,719 | 2,027 |
| Limited partners | 143,579 | 103,397 | 269,158 | 200,657 |
| TOTAL | $ 145,029 | $ 104,441 | $ 271,877 | $ 202,684 |
| Weighted average limited partnership units outstanding | 20,000 | 20,000 | 20,000 | 20,000 |
| NET INCOME ATTRIBUTABLE TO THE PARTNERSHIP PER LIMITED PARTNERSHIP UNIT | $ 7.18 | $ 5.17 | $ 13.46 | $ 10.3 |
|
Consolidated Statements of Partners' Equity (Deficit) (Unaudited) (USD $)
|
General Partners
|
Limited Partners
|
Non-controlling Interest
|
Total
|
|---|---|---|---|---|
| BALANCE, Begining at Dec. 31, 2010 | $ (68,404) | $ 2,194,715 | $ 0 | $ 2,126,311 |
| Net Income Allocation | 2,719 | 269,158 | 0 | 271,877 |
| Distributions | (3,037) | (300,707) | 0 | (303,744) |
| BALANCE, Ending at Jun. 30, 2011 | $ (68,722) | $ 2,163,166 | $ 0 | $ 2,094,444 |
|
Document and Entity Information
|
6 Months Ended |
|---|---|
|
Jun. 30, 2011
|
|
| Document And Entity Information | Â |
| Entity Registrant Name | DSI Realty Income Fund XI |
| Entity Central Index Key | 0000844048 |
| 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? | No |
| Is Entity a Voluntary Filer? | No |
| Is Entity's Reporting Status Current? | Yes |
| Entity Filer Category | Smaller Reporting Company |
| Entity Common Stock, Shares Outstanding | 20,000 |
| 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 XI (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 7, 1988. 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 twenty thousand (20,000) units of limited partnership interests aggregating Ten Million Dollars ($10,000,000). 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 entered into four joint venture arrangements with affiliates of Dahn Corporation ("Dahn"). The Partnership and its joint venture partners have acquired 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 Property) from the operation of the joint ventures. A non-controlling interest in real estate joint venture is recorded to the extent of any distributions due to the Joint Venture Partners. As of June 30, 2011, no non-controlling interest in real estate joint venture was recorded as the requirements under the subordination agreement had not been met. 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 unaudited consolidated 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 consolidated 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 consolidated 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 consolidated 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. |
|
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.
|