y
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 2O549
FORM 1O-K
(Mark One)
/ x /Annual Report Pursuant to Section 13 or 15 (d) of the Securities and
Exchange Act of 1934 [Fee Required] for the fiscal year ended December 31, 2004.
or / /Transition report pursuant to section 13 or 15(d) of the Securities
Exchange Act of 1934 [No fee required] for the transition period from
____________ to ______________.
Commission File No. 2-90168.
DSI REALTY INCOME FUND VIII, a California Limited Partnership
(Exact name of registrant as specified in governing instruments)
_________California___________________________33-0050204_____
(State of other jurisdiction of (I.R.S. Employer
incorporation or organization identification
number
6700 E. Pacific Coast Hwy., Long Beach, California 9O8O3
(Address of principal executive offices) (Zip Code)
Registrants telephone number, including area code-(562)493-8881
Securities registered pursuant to Section 12(b) of the Act: none.
Securities registered pursuant to Section 12(g) of the Act:
Units of Limited Partnership Interests
(Class of Securities Registered)
Indicate by check mark, whether the registrant (l) 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 9O days. Yes_X____. No______.
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K (Section 229.405 of this chapter) is not contained herein, and
will not be contained, to the best of registrant's knowledge, in definitive
proxy or information statements incorporated by reference in Part III of this
Form 10-K or any amendment to this Form 10-K. /x/
The Registrant is a limited partnership and there is no voting stock. All units
of limited partnership sold to date are owned by non-affiliates of the
registrant. All such units were sold at $5OO.OO per unit.
DOCUMENTS INCORPORATED BY REFERENCE
Item 8. Registrant's Financial Statements for its fiscal year ended December 31,
2004, incorporated by reference to Form 10-K, Part II.
Item 11. Registrant's Financial Statements for its fiscal year ended December
31, 2004, incorporated by reference to Form 10-K, Part III.
Item 12. Registration Statement on Form S-11, previously filed with the
Securities and Exchange Commission pursuant to Securities Act of 1933, as
amended, incorporated by reference to Form 10-K Part III.
Item 13. Registrant's Financial Statements for its fiscal year ended December
31, 2004, incorporated by reference to Form 10-K, Part III.
PART I
Item l. BUSINESS
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, as amended and
restated to November 1, 1985. The General Partners are DSI Properties, Inc., a
California corporation, Diversified Investors Agency, a general partnership,
whose current partners are Robert J. Conway and Joseph W. Conway, brothers. The
General Partners are affiliates 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 (l%) 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. Registrant is
engaged in the business of investing in and operating mini-storage facilities
with the primary objectives of generating, for its partners, cash flow, capital
appreciation of its properties, and obtaining federal income tax deductions so
that during the early years of operations, all or a portion of such
distributable cash may not represent taxable income to its partners. Funds
obtained by Registrant during the public offering period of its units were used
to acquire five mini-storage facilities and a thirty percent (30%) interest in a
joint venture with DSI Realty Income Fund IX, an affiliated California limited
partnership, owning a sixth mini-storage facility. Registrant does not intend to
sell additional limited partnership units. The term of the Partnership is fifty
years but it is anticipated that Registrant will sell and/or refinance its
properties prior to the termination of the Partnership. The Partnership is
intended to be self-liquidating and it is not intended that proceeds from the
sale or refinancing of its operating properties will be reinvested. Registrant
has no full time employees but shares one or more employees with other
publicly-held limited partnerships sponsored by the General Partners. The
General Partners are vested with authority as to the general management and
supervision of the business and affairs of Registrant. Limited Partners have no
right to participate in the management or conduct of such business and affairs.
An independent management company has been retained to provide day-to-day
management services with respect to all of the Partnership's investment
properties.
Average occupancy levels for each of the Partnership's six properties for
the years ended December 31, 2004 and December 31, 2003 were as follows:
Location of Property Average Occupancy Average Occupancy
Level for the Level for the
Year Ended Year Ended
Dec. 31, 2004 Dec. 31, 2003
El Centro, CA 87% 89%
Lompoc, CA 89% 90%
Pittsburg, CA 82% 83%
Stockton, CA 80% 82%
Huntington Beach, CA 87% 89%
Aurora, CO* 79% 80%
- ----------
*The Partnership owns a 30% fee interest in this facility.
The business in which the Partnership is engaged is highly competitive.
Each of its mini-storage facilities is located in or near a major urban area,
and accordingly, competes with a significant number of individuals and
organizations with respect to both the purchase and sale of its properties and
rental of units. Generally, Registrant's business is not affected by the change
in seasons.
Item 2. PROPERTIES
Registrant owns a fee interest in five mini-storage facilities and a thirty
percent (30%) interest in a joint venture with DSI Realty Income Fund IX, an
affiliated California limited partnership, owning a sixth mini-storage facility,
none of which are subject to long-term indebtedness. Additional information is
set forth in Registrant's letter to its Limited Partners regarding the Annual
Report, attached hereto as Exhibit 2, and incorporated by this reference. The
following table sets forth information as of December 31, 2004 regarding
properties owned by the Partnership.
Location Size of Net Rentable No. of Completion
Parcel Area Rental Units Date
Stockton, CA 2.88 acres 48,017 560 2/11/85
Pittsburg, CA 1.91 acres 30,483 383 6/01/85
El Centro, CA 1.42 acres 24,818 276 4/01/85
Huntington
Beach, CA 3.28 acres 62,192 601 6/14/85
Lompoc, CA 2.24 acres 47,472 438 2/28/85
Aurora, CO* 4.6 acres 86,676 887 9/05/85
- ----------
*The Partnership has a 30% fee interest in this facility. DSI Realty Income Fund
IX, a California Limited Partnership, (an affiliated partnership) owns a 70% fee
interest in this facility.
Item 3. LEGAL PROCEEDINGS
Registrant is not a party to any material pending legal proceedings.
Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None.
PART II
Item 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY AND
RELATED STOCKHOLDER MATTERS
Registrant, a publicly-held limited partnership, sold 24,000 limited
partnership units during its offering and currently has 838 limited partners of
record. There is no intention to sell additional limited partnership units nor
is there a market for these units.
Average cash distributions of $15.05 per Limited Partnership Unit were
declared and paid each quarter for the year ended December 31, 2004 and $12.55
per Limited Partnership Unit were declared and paid each quarter for the year
ended December 31, 2003 and $16.94 per Limited Partnership Unit were declared
and paid each quarter for the year ended December 31, 2002. It is Registrant's
expectations that distributions will continue to be paid in the future.
Item 6. SELECTED FINANCIAL DATA
FOR THE YEARS ENDED DECEMBER 31, 2004, 2003, 2002, 2001, and 2000
--------------------------------------------------------------------
2004 2003 2002 2001 2000
---- ---- ---- ---- ----
TOTAL REVENUES
AND OTHER
INCOME $2,365,551 $2,422,720 $2,469,376 $2,560,170 $2,191,329
TOTAL
EXPENSES 1,089,755 1,146,634 1,083,555 1,017,264 1,124,448
EQUITY IN
INCOME OF
REAL ESTATE
JOINT
VENTURE 115,732 128,775 143,534 168,986 121,220
---------- ---------- ---------- ---------- ----------
NET
INCOME $1,391,528 $1,404,861 $1,529,355 $1,711,892 $1,188,101
========== ========== ========== ========== ==========
TOTAL
ASSETS $3,281,954 $3,280,715 $3,073,394 $3,159,545 $3,039,636
========== ========== ========== ========== ==========
CASH FLOW FROM (USED IN):
OPERATING $1,268,567 $1,300,536 $1,381,661 $1,522,378 $1,291,175
INVESTING (19,729) - (1,211) - (26,440)
FINANCING (1,341,815) (1,089,177) (1,497,574) 1,417,681 (1,233,546)
NET INCOME
PER LIMITED
PARTNERSHIP
UNIT $ 57.40 $ 57.95 $ 63.09 $ 70.62 $ 49.01
========== ========== ========== ========== ==========
CASH
DISTRIBUTIONS
PER LIMITED
PARTNERSHIP
UNIT $ 60.18 $ 50.21 $ 67.75 $ 65.25 $ 57.77
========== ========== ========== ========== ==========
Item 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS.
Critical Accounting Policies
Revenue recognition - Rental 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
2004 COMPARED TO 2003
Total revenues decreased from $2,421,945 in 2003 to $2,364,809 in 2004,
total expenses decreased from $1,146,634 to $1,089,755, other income decreased
from $775 to $742 and income from the real estate joint venture decreased from
$128,775 to $115,732. As a result, net income decreased from $1,404,861 in
2003 to $1,391,528 in 2004. The approximate $57,100 (2.4%) decrease in rental
revenues can be attributed primarily to lower occupancy rates. Occupancy levels
for the Partnership's six mini-storage facilities averaged 85.1% for the year
ended December 31, 2004 and 87.6% for the year ended December 31, 2003. The
Partnership continued its advertising campaign to attract and keep new tenants
in its various mini-storage facilities. The approximate $26,500 (4.2%) increase
in operating expenses was due primarily to increases in advertising, real estate
tax and salaries and wages expenses, partially offset by a decrease in repairs
and maintenance expense. General and administrative expenses decreased approx-
imately $44,300 (19.5%) primarily as result of decreases in legal and pro-
fessional and equipment and computer lease expenses, partially offset by an
increase in office supplies and printing expense. The decrease in legal and
professional expense is related to unsuccessful legal challenges by two
dissident Limited Partners to a proposed amendment to the Partnership Agreement
(see paragraph). General Partners' incentive management fee which is based
on cash available for distribution, decreased as a result of the increase in
net cash provided by operating activities reduced by additions of property.
Property management fees, which are based on revenue, decreased as a result of
the decrease in rental revenue. Income from real estate joint venture decreased
aproximately $13,000 (10.1%) primarily as a result of a decrease in rental
revenue. Average occupancy of the joint venture facility was 78.9% in 2004 and
81.4% in 2003.
2003 COMPARED TO 2002
Total revenues decreased from $2,468,178 in 2002 to $2,421,945 in 2003,
total expenses increased from $1,083,555 to $1,146,634, other income decreased
from $1,198 to $775 and income from the real estate joint venture decreased
from $143,534 to $128,775. As a result, net income decreased from $1,529,355
in 2002 to $1,404,861 in 2003. The approximate $46,200 (1.9%) decrease in
rental revenues can be attributed to lower unit rental rates, partially offset
by higher occupancy rates. Occupancy levels for the Partnership's six mini-
storage facilities averaged 87.6% for the year ended December 31, 2003 and
85.9% for the year ended December 31, 2002. The Partnership continued its
advertising campaign to attract and keep new tenants in its various mini-
storage facilities. The approximate $17,500 (2.8%) increase in operating
expenses was due primarily to relatively insignificant fluctuations in various
expense accounts as decreases in workers compensation insurance and security
alarm services expenses was offset by increases in repairs and maintenance and
salaries and wages expenses. General and administrative expenses increased
approximately $35,700 (18.6%) primarily as a result of increases in legal and
professional expense, partially offset by a decrease in equipment and computer
lease expense. Legal expense increased as a result of legal challenges by
dissident Limited Partners to a proposed amendment to the Partnership Agreement
(see paragraph below). General Partners' incentive management fees increased
from $151,538 to $163,577. Property management fees, which are based on revenue
decreased as a result of the decrease in rental revenue. Income from real
estate joint venture decreased approximately $14,700 (10.2%) primarily as a
result of a decrease in rental revenue. Average occupancy of the joint venture
facility was $81.4% in 2003 and 83.0% in 2002.
Operating expense consists mainly of expenses such as yellow pages and
other advertising, utilities, repairs and maintenance, real estate taxes,
salaries and wages and their related expenses. General and administrative
expenses consist mainly of expenses such as legal and professional, office
supplies, postage, accounting services and computer expenses.
LIQUIDITY AND CAPITAL RESOURCES
Net cash provided by operating activities increased approximately $73,100
(5.6%) in 2004 compared to 2003, primarily due to an increase in customer
deposits and other liabilities. Net cash provided by operating activities
decreased approximately $81,100 (5.9%) in 2003 compared to 2002, primarily due
to a decrease in net income.
Cash used in financing activities, as set forth in the statements of cash
flows, has been limited to distributions paid to the partners. A special
distribution of 3.0%, 1.0%, and 4.5%, of capital contributed by Limited Partners
was declared and paid on December 15, 2004, 2003 and 2002 respectively.
Cash used in investing activities, as set forth in the statements of cash
flows, consisted of acquisitions of equipment for the Partnership's mini-
storage properties in 2004 and 2002. The Partnership has no material commit-
ments for capital expenditures.
In 2003, the Limited Partners 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 rejected all preliminary attempts to halt the
implementation 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 the
continuing improvement and maintenance of Partnership properties with cash
generated from operations. The Partnership anticipates that cash flows
generated from operations of the Partnership's real estate operations will be
sufficient to cover operating expenses and distributions for the next twelve
months and beyond.
The General Partners are not aware of any environmental problems which
could have a material adverse effect upon the financial position of the
Partnership.
QUARTERLY FINANCIAL INFORMATION (UNAUDITED)
Summarized quarterly financial data for the years ended December 31, 2004 and
2003 was as follows:
2004 Quarter Ended
------------------
March 31 June 30 September 30 December 31
Total revenues $592,660 $589,499 $596,859 $585,791
Income before interest
in joint venture 311,461 302,017 331,849 330,469
Net income 343,402 329,301 360,547 358,278
Net income per limited
partnership unit $ 14.17 $ 13.58 $ 14.87 $ 14.78
Weighted average number
of limited partnership
units outstanding 24,000 24,000 24,000 24,000
2003 Quarter Ended
------------------
March 31 June 30 September 30 December 31
Total revenues $638,203 $589,816 $612,173 $581,753
Income before interest
in joint venture 348,819 324,867 302,350 300,050
Net income 387,003 356,372 332,474 329,012
Net income per limited
partnership unit $ 15.96 $ 14.70 $ 13.72 $ 13.57
Weighted average number
of limited partnership
units outstanding 24,000 24,000 24,000 24,000
Item 7a. QUANTITATIVE AND QUALITATIVE DISCOLSURES ABOUT MARKET RISK
None
Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Attached hereto as Exhibit l is the information required to be set forth as
Item 8, Part II hereof.
See the financial statements
Item 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE.
None.
Item 9a. 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
Parnership 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
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 III
Item 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT'S
GENERAL PARTNER
The General Partners of Registrant are the same as when the Partnership was
formed, i.e., DSI Properties, Inc., a California corporation, and Diversified
Investors Agency. As of December 31, 2004, Messrs. Robert J. Conway and Joseph
W. Conway, each of whom own approximately 48.4% of the issued and outstanding
capital stock of DSI Financial, Inc., a California corporation, together with
Mr. Joseph W. Stok, currently comprise the entire Board of Directors of DSI
Properties, Inc.
Mr. Robert J. Conway is 71 years of age and is a licensed California real
estate broker, and since 1965 has been President and a member of the Board of
Directors of Diversified Securities, Inc., and since 1973 President, Chief
Financial Officer and a member of the Board of Directors of DSI Properties, Inc.
Mr. Conway received a Bachelor of Science Degree from Marquette University with
majors in Corporate Finance and Real Estate.
Mr. Joseph W. Conway is age 76 and has been Executive Vice President,
Treasurer and a member of the Board of Directors of Diversified Securities, Inc.
since 1965 and since 1973 the Vice President, Treasurer and member of the Board
of Directors of DSI Properties, Inc. Mr. Conway received a Bachelor of Arts
Degree from Loras College with a major in Accounting.
Mr. Joseph W. Stok is age 82 and has been a member of the Board of
Directors of DSI Properties, Inc. since 1994, a Vice President of Diversified
Securities, Inc. since 1973, and an Account Executive with Diversified
Securities, Inc. since 1967.
Item 11. EXECUTIVE COMPENSATION (MANAGEMENT REMUNERATION AND
TRANSACTIONS)
The information required to be furnished in Item 11 of Part III is
contained in Registrant's Financial Statements for its fiscal year ended
December 31, 2004, which together with the report of its independent auditors,
Deloitte & Touche LLP, is attached hereto as Exhibit 1 and incorporated herein
by this reference. In addition to such information:
(a) No annuity, pension or retirement benefits are proposed to be paid by
Registrant to any of the General Partners or to any officer or
director of the corporate General Partner;
(b) No standard or other arrangement exists by which directors of the
Registrant are compensated;
(c) The Registrant has not granted any option to purchase any of its
securities; and
(d) The Registrant has no plan, nor does the Registrant presently propose
a plan, which will result in any renumeration being paid to any
officer or director upon termination of employment.
Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT
As of December 31, 2004, no person of record owned more than 5% of the
limited partnership units of Registrant, nor was any person known by Registrant
to own of record and beneficially, or beneficially only, more than 5% thereof.
The balance of the information required to be furnished in Item 12 of Part III
is contained in Registrant's Registration Statement on Form S-11, previously
filed pursuant to the Securities Act of 1933, as amended, and which is
incorporated herein by this reference. The only change to the information
contained in said Registration Statement on Form S-11 is the fact that Messrs.
Benes and Blakley have retired and Messrs. Robert J. Conway and Joseph W. Conway
equity interest in DSI Financial, Inc., parent of DSI Properties, Inc., has
increased. Please see information contained in Item 10 hereinabove.
Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The information required to be furnished in Item 13 of Part III is
contained in Registrant's Financial Statements for its fiscal year ended
December 31, 2004, attached hereto as Exhibit l and incorporated herein by this
reference.
Item 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
Audit Fees
The aggregate fees for professional services rendered by Deloitte & Touche
LLP for the audit of the Partnership's annual financial statements and for re-
view of the financial statements included in the Partnership's Quarterly Reports
on Form 10-Q for 2004 were $26,920 and for 2003 were $25,600.
Tax Fees
The aggregate fees for professional services rendered by Deloitee & Touche
LLP for tax compliance, tax advice and tax planning for 2004 were $21,800 and
for 2003 were $20,400. Most of the fees related to preparation of the Partner-
ship's tax returns.
PART IV
Item 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON
FORM 8-K
(a)(l) Attached hereto and incorporated herein by this reference as Exhibit
l are Registrant's Financial Statements and Supplemental Schedule for
its fiscal year ended December 31, 2004, together with the reports of
its independent auditors, Deloitte & Touche LLP. See Index to
Financial Statements and Supplemental Schedule.
(a)(2) Attached hereto and incorporated herein by this reference as Exhibit
2 is Registrant's letter to its Limited Partners regarding its Annual
Report for its fiscal year ended December 31, 2004.
(b) No reports on Form 8K were filed during the fiscal year ended December
31, 2004.
SIGNATURES
Pursuant to the requirements of Section 13 or 15 (d) 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
by: DSI Properties, Inc., a
California corporation, as
General Partner
By_____________________________ Dated: March 31, 2005
ROBERT J. CONWAY, President
(Chief Executive Officer, Chief
Financial Officer, and Director)
By____________________________ Dated: March 31, 2005
JOSEPH W. CONWAY (Executive
Vice President and Director)
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed by the following persons on behalf of the registrant and
in the capacities and on the date indicated.
DSI REALTY INCOME FUND VIII
by: DSI Properties, Inc., a
California corporation, as
General Partner
By:__________________________ Dated: March 31, 2005
ROBERT J. CONWAY, President,
Chief Executive Officer, Chief
Financial Officer, and Director
By___________________________ Dated: March 31, 2005
JOSEPH W. CONWAY
(Executive Vice President
and Director)
DSI REALTY INCOME FUND VIII
CROSS REFERENCE SHEET
FORM 1O-K ITEMS TO ANNUAL REPORT
PART I, Item 3. There are no legal proceedings pending or threatened.
PART I, Item 4. Not applicable.
PART II, Item 5. Not applicable.
PART II, Item 6. The information required is contained in Registrant's Financial
Statements for its fiscal year ended December 31, 2004, attached as Exhibit l to
Form 10-K.
PART II, Item 8. See Exhibit l to Form 10-K filed herewith.
PART II, Item 9. Not applicable.
EXHIBIT l
DSI REALTY INCOME FUND VIII
(A California Real Estate Limited Partnership)
SELECTED FINANCIAL DATA
FIVE YEARS ENDED DECEMBER 31, 2004
--------------------------------------------------------------------
2004 2003 2002 2001 2000
---- ---- ---- ---- ----
TOTAL REVENUES
AND OTHER
INCOME $2,365,551 $2,422,720 $2,469,376 $2,560,170 $2,191,329
TOTAL
EXPENSES 1,089,755 1,146,634 1,083,555 1,017,264 1,124,448
EQUITY IN
INCOME OF
REAL ESTATE
JOINT
VENTURE 115,732 128,775 143,534 168,986 121,220
---------- ---------- ---------- ---------- ----------
NET
INCOME $1,391,528 $1,404,861 $1,529,355 $1,711,892 $1,188,101
========== ========== ========== ========== ==========
TOTAL
ASSETS $3,281,954 $3,280,715 $3,073,394 $3,159,545 $3,039,636
========== ========== ========== ========== ==========
CASH FLOW FROM (USED IN):
OPERATING $1,268,567 $1,300,536 $1,381,661 $1,522,378 $1,291,175
INVESTING (19,729) - (1,211) - (26,440)
FINANCING (1,341,815) (1,089,177) (1,497,574) 1,417,681 (1,233,546)
NET INCOME
PER LIMITED
PARTNERSHIP
UNIT $ 57.40 $ 57.95 $ 63.09 $ 70.62 $ 49.01
========== ========== ========== ========== ==========
CASH
DISTRIBUTIONS
PER LIMITED
PARTNERSHIP
UNIT $ 60.18 $ 50.21 $ 67.75 $ 65.25 $ 57.77
========== ========== ========== ========== ==========
The following are reconciliations between the net income and partners' equity
for the financial statements and the Partnership's income tax return for the
year ended December 31, 2004.
Net Partners'
Income Equity
Per financial statements $ 1,391,528 $ 2,531,099
Excess tax depreciation (35,765) 490,250
Joint venture income adjustment (26,927) 83,881
Accrued incentive management fees (266,768)
Accrued expenses 19,153 19,153
Capitalization of property acquisition costs 80,713
Fixed asset adjustments (7,500) (5,420)
Recognition of deferred rental revenues 66,083
Excess book distributions 272,728
Tax expense adjustment (4,270)
----------- -----------
Per Partnership income tax return $ 1,069,451 $ 3,538,487
=========== ===========
Net taxable income per limited
partnership unit $ 44.11
===========
DSI REALTY INCOME FUND VIII
(A California Real Estate Limited Partnership)
INDEX TO FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULE
Page
FINANCIAL STATEMENTS:
Report of Independent Registered Public
Accounting Firm F-1
Balance Sheets as of December 31, 2004 and 2003 F-2
Statements of Income for each of the Three
Years Ended December 31, 2004 F-3
Statements of Changes in Partners' Equity (Deficit) for
each of the Three Years Ended December 31, 2004 F-4
Statements of Cash Flows for each of the Three Years
Ended December 31, 2004 F-5
Notes to Financial Statements F-6
SUPPLEMENTAL SCHEDULE:
Schedule III - Real Estate and Accumulated Depreciation F-10
NOTE: Financial statements and schedules not listed above are omitted
because of the absence of conditions under which they are
required or because the information is included in the financial
statements named above, or in the notes thereto.
REPORT OF INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM
Partners of
DSI Realty Income Fund VIII:
We have audited the accompanying balance sheets of DSI Realty Income Fund VIII,
a California Limited Partnership (the "Partnership") as of December 31,
2004 and 2003, and the related statements of income, changes in partners'
equity (deficit), and cash flows for each of the three years ended December 31,
2004. Our audits also included the financial statement schedule listed in
the Index at Item 15. These financial statements and the financial statement
schedule are the responsibility of the Partnership's management. Our responsi-
bility is to express an opinion on these financial statements and financial
statement schedule based on our audits.
We conducted our audits in accordance with the standards of the Public
Company Accounting Oversight Board (United States). Those standards require
that we plan and perform the audit to obtain reasonable assurance about whether
the financial statements are free of material misstatement. The Partnership
is not required to have, nor were we engaged to perform, an audit of its
internal control over financial reporting. Our audit included consideration
of internal control over financial reporting as a basis for designing audit
procedures that are appropriate in the circumstances, but not for the purpose
of expressing an opinion on the effectiveness of the Company's internal control
over financial reporting. Accordingly, we express no such opinion. An audit
also includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements, assessing the accounting principles
used and significant estimates made by management, as well as evaluating the
overall financial statement presentation. We believe that our audits provide
a reasonable basis for our opinion.
In our opinion, such financial statements present fairly, in all material
respects, the financial position of DSI Realty Income Fund VIII at December
31, 2004 and 2003 and the results of its operations and its cash flows for
each of the three years ended December 31, 2004 in conformity with accounting
principles generally accepted in the United States of America. Also, in our
opinion, such financial statement schedule, when considered in relation to the
basic financial statements taken as a whole, presents fairly, in all material
respects, the information set forth therein.
Deloitte & Touche LLP
March 14, 2005
DSI REALTY INCOME FUND VIII
(A California Real Estate Limited Partnership)
BALANCE SHEETS
DECEMBER 31, 2004 AND 2003
- --------------------------------------------------------------------------------
ASSETS 2004 2003
CASH AND CASH EQUIVALENTS $ 620,452 $ 713,429
PROPERTY, net (Note 3) 2,410,252 2,288,638
INVESTMENT IN REAL ESTATE
JOINT VENTURE
(Note 6) 179,700 180,968
OTHER ASSETS 71,550 97,680
----------- -----------
TOTAL $ 3,281,954 $ 3,280,715
=========== ===========
LIABILITIES AND PARTNERS' EQUITY (DEFICIT)
LIABILITIES:
Distribution due to partners (Note 4) $ 272,727 $ 272,727
Incentive management fee payable to
general partners (Note 4) 285,347 323,942
Property management fees payable 9,353 9,601
Customer deposits and other liabilities 85,859 76,059
Capital lease obligations (Note 3) 97,569
----------- -----------
Total liabilities 750,855 682,329
----------- -----------
PARTNERS' EQUITY (DEFICIT) (Notes 4):
General partners (82,471) (81,798)
Limited partners (24,000 limited
partnership units outstanding
at December 31, 2004 and 2003) 2,613,570 2,680,184
------------ -----------
Total partners' equity 2,531,099 2,598,386
------------ -----------
TOTAL $ 3,281,954 $ 3,280,715
============ ===========
See accompanying notes to financial statements.
DSI REALTY INCOME FUND VIII
(A California Real Estate Limited Partnership)
STATEMENTS OF INCOME
THREE YEARS ENDED DECEMBER 31, 2004
- --------------------------------------------------------------------------------
2004 2003 2002
REVENUES:
Rental $ 2,364,809 $2,421,945 $2,468,178
---------- ---------- ----------
EXPENSES:
Depreciation 3,184 - -
Operating 660,950 634,462 616,944
General and administrative 183,043 227,358 191,664
General partners' incentive
management fee (Note 4) 124,534 163,577 151,538
Property management fee 118,044 121,237 123,409
---------- ---------- ----------
Total expenses 1,089,755 1,146,634 1,083,555
---------- ---------- ----------
OPERATING INCOME 1,275,054 1,275,311 1,384,623
OTHER INCOME:
Interest income 742 775 1,198
--------- ---------- ----------
INCOME BEFORE EQUITY IN
INCOME OF REAL ESTATE
JOINT VENTURE 1,275,796 1,276,086 1,385,821
EQUITY IN INCOME OF
REAL ESTATE JOINT
VENTURE (Notes 2 and 6) 115,732 128,775 143,534
__________ __________ _________
NET INCOME $1,391,528 $1,404,861 $1,529,355
========== ========== ==========
AGGREGATE NET INCOME ALLOCATED
TO (Note 4):
Limited partners $1,377,613 $1,390,812 $1,514,061
General partners 13,915 14,049 15,294
---------- ---------- ----------
TOTAL $1,391,528 $1,404,861 $1,529,355
========== ========== ==========
NET INCOME PER LIMITED PARTNERSHIP
UNIT (Notes 2 and 4) $ 57.40 $ 57.95 $ 63.09
========== ========== ==========
See accompanying notes to financial statements.
DSI REALTY INCOME FUND VIII
(A California Real Estate Limited Partnership)
STATEMENTS OF CHANGES IN PARTNERS' EQUITY
THREE YEARS ENDED DECEMBER 31, 2004
- --------------------------------------------------------------------------------
General Limited
Partners Partners Total
BALANCE, JANUARY 1, 2002 $(82,543) $2,606,465 $2,523,922
Net income 15,294 1,514,061 1,529,355
Distributions (16,425) (1,626,050) (1,642,475)
-------- ----------- -----------
BALANCE, DECEMBER 31, 2002 (83,674) 2,494,476 2,410,802
Net income 14,049 1,390,812 1,404,861
Distributions (12,173) (1,205,104) (1,217,277)
-------- ----------- -----------
BALANCE, DECEMBER 31, 2003 (81,798) 2,680,184 2,598,386
Net income 13,915 1,377,613 1,391,528
Distributions (14,588) (1,444,227) (1,458,815)
-------- ----------- -----------
BALANCE - DECEMBER 31, 2004 $(82,471) $2,613,570 $2,531,099
======== =========== ===========
See accompanying notes to financial statements.
DSI REALTY INCOME FUND VIII
(A California Real Estate Limited Partnership)
STATEMENTS OF CASH FLOWS
THREE YEARS ENDED DECEMBER 31, 2004
- --------------------------------------------------------------------------------
2004 2003 2002
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 1,391,528 $ 1,404,861 $ 1,529,355
Adjustments to reconcile net
income to net cash provided
by operating activities:
Depreciation 3,184
Equity in earnings of
real estate joint venture (115,732) (128,775) (143,534)
Changes in assets and liabilities:
Other assets 26,130 4,713 (31,129)
Incentive management fee
payable to general partners (38,595) 19,712 27,508
Property management fees payable (248) 25 (511)
Customer deposits and
other liabilities 9,800 (28)
Capital lease obligations (7,500)
----------- ----------- -----------
Net cash provided by operating
activities 1,268,567 1,300,536 1,381,661
CASH FLOWS USED IN INVESTING ACTIVITIES -
Additions of property (19,729) (1,211)
----------- ----------- ------------
CASH FLOWS USED IN FINANCING ACTIVITIES -
Distributions to partners (1,458,815) (1,217,277) (1,642,475)
Distributions from real
estate joint venture 117,000 128,100 144,901
----------- ----------- ------------
Net cash used in
financing activities (1,341,815) (1,089,177) (1,497,574)
NET (DECREASE)INCREASE IN CASH AND
CASH EQUIVALENTS (92,977) 211,359 (117,124)
CASH AND CASH EQUIVALENTS,
AT BEGINNING OF YEAR 713,429 502,070 619,194
----------- ----------- ------------
CASH AND CASH EQUIVALENTS,
AT END OF YEAR $ 620,452 $ 713,429 $ 502,070
=========== =========== ============
NON CASH INVESTING ACTIVITIES
Acquisition of trucks utilizing capial leases $105,069
See accompanying notes to financial statements.
DSI REALTY INCOME FUND VIII
(A California Real Estate Limited Partnership)
NOTES TO FINANCIAL STATEMENTS
THREE YEARS ENDED DECEMBER 31, 2004
1. GENERAL
DSI Realty Income Fund VIII, a California Limited Partnership (the
"Partnership"), has two general partners (DSI Properties, Inc. and
Diversified Investors Agency) and limited partners owning 24,000 limited
partnership units, which were purchased for $500 a unit. The general
partners have made no capital contribution to the Partnership and are not
required to make any capital contribution in the future. The Partnership
has a maximum life of 50 years and was formed on April 23, 1984 under the
California Uniform Limited Partnership Act for the primary purpose of
acquiring and operating real estate.
The Partnership has acquired five mini-storage facilities located in
Stockton, Pittsburgh, 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 (see Note 6). 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 mini-storage facilities are
operated for the Partnership by Dahn under various agreements that are
subject to renewal annually. Under the terms of the agreements, the
Partnership is required to pay Dahn a property management fee equal to
5% of gross revenue from operations, defined as the entire amount
of all receipts from the renting or leasing of storage compartments and
sale of locks.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Cash and Cash Equivalents - The Partnership classifies its short-term
investments purchased with an original maturity of three months or less as
cash equivalents.
Property and Depreciation - Property was recorded at cost and is composed
primarily of mini-storage facilities. Depreciation was provided for using
the straight-line method over an estimated useful life of 15 years.
Building improvements are depreciated over a five year period. Property
under capital leases is amortized over the lives of the respective leases
or the estimated useful lives of the assets.
Income Taxes - No provision has been made for income taxes in the
accompanying financial statements. The taxable income or loss of the
Partnership is allocated to each partner in accordance with the terms of
the Agreement of Limited Partnership. Each partner's tax status, in turn,
determines the appropriate income tax for its allocated share of the
Partnership's taxable income or loss. The net difference between the basis
of the Partnership's assets and liabilities for federal income tax purposes
and as reported for financial statement purposes is $322,077.
Revenues - Rental revenue is recognized using the accrual method based
on contractual amounts provided in the lease agreements, which approximates
recognition on a straight line basis. The term of the lease agreements
is usually less than one year.
Investment in Real Estate Joint Venture - The Partnership accounts for its
30% interest in the Aurora, Colorado, facility using the equity method of
accounting (see Note 6).
Net Income per Limited Partnership Unit - Net income per limited
partnership unit is computed by dividing the net income allocated to
the limited partners by the weighted average number of limited
partnership units outstanding during each year.
Estimates - The preparation of financial statements in conformity with
accounting principles generally accepted in the United States of America
requires the Partnership's management to make estimates and assumptions
that affect the reported amounts of assets and liabilities at the date of
the financial statements and the reported amounts of revenues and expenses
during the reporting period. Actual results could differ from those
estimates.
Impairment of Long-Lived Assets - The Partnership regularly reviews long-
lived assets for impairment whenever events or changes in circumstances
indicate that the carrying amount of the asset may not be recoverable.
If the sum of the expected undiscounted future cash flow is less than the
carrying amount of the asset, the Partnership would recognize an impair-
ment loss to the extent that the carrying value exceeded the fair value
of the property. No impairment losses were required in 2004, 2003, or
2002.
Fair Value of Financial Instruments - The Partnership's financial instru-
ments consist primarily of cash and cash equivalents, receivables, accounts
payable and accrued liabilities. The carrying values of all financial
instruments are representative of their fair values due to their short-term
maturities.
Concentrations of Credit Risk - Financial instruments that potentially
subject the Partnership to concentrations of credit risk consist primarily
of cash and cash equivalents and rent receivables. The Partnership places
its cash equivalents with high credit quality institutions.
Reclassifications - Certain reclassifications have been made to the 2003
and 2002 amounts to conform to the 2004 presentation.
3. PROPERTY
The total cost of property and accumulated depreciation is as
follows as of December 31:
2004 2003
Land $ 2,287,427 $2,287,427
Buildings and improvements 7,170,768 7,151,039
----------- ----------
Total 9,458,195 9,438,466
Less accumulated depreciation (7,153,012) (7,149,828)
----------- ----------
Total 2,305,183 2,288,638
Rental trucks under capital leases 105,069
----------- ----------
Property - net $ 2,410,252 $2,288,638
=========== ==========
The rental trucks under capital leases were not placed into service until
January 2005 and therefore no depreciation expense was recorded during
2004.
The Partnership leases certain vehicles under agreements that meet the
criteria for classification as capital leases and expire in 2008. Future
minimum lease payments under these capital at December 31, 2004 are
summarized as follows:
2005 $27,000
2006 27,000
2007 27,000
2008 27,000
--------
Total future minimum payment obligations 108,000
Less interest portion 10,431
--------
Present value of net minimum lease payments $ 97,569
========
4. ALLOCATION OF PROFITS AND LOSSES AND GENERAL PARTNERS' MANAGEMENT FEES
Under the Agreement of Limited Partnership, the general partners are to
be allocated 1% of the net profits or net 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 a real estate 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 operation less capital expenditures.
5. BUSINESS SEGMENT INFORMATION
The following disclosure about segment reporting of the Partnership is
made in accordance with the requirements of SFAS No. 131, "Disclosures
about Segments of an Enterprise and Related Information." The Partnership
operates in a single segment; storage facility operations, under which
the Partnership rents its storage facilities to its customers on a need
basis and charges rent on a predetermined rate.
6. INVESTMENT IN REAL ESTATE JOINT VENTURE
The Partnership is involved in a joint venture (the Buckley Road facility)
that owns a mini-storage facility in Aurora, Colorado. Under the terms
of the joint venture agreement, the Partnership is entitled to 30% of
the profits or losses of the venture and owns 30% of the mini-storage
facility as a tenant in common with DSI Realty Income Fund IX ("Fund
IX"), which has the remaining 70% interest in the venture. The agree-
ment specifies that DSI Properties, Inc. (a general partner in both the
Partnership and Fund IX) shall make all decisions relating to the
activities of the joint venture and the management of the property.
Investment in real estate joint venture is summarized as follows:
Year Ended December 31
----------------------
2004 2003 2002
Beginning balance $ 180,968 $ 180,293 $ 181,660
Income allocation 115,732 128,775 143,534
Distribution (117,000) (128,100) (144,901)
--------- --------- ---------
Ending balance $ 179,700 $ 180,968 $ 180,293
========= ========= =========
Summarized financial information of the Buckley Road financial statements is
as follows as of December 31:
2004 2003
Assets:
Cash $ 9,165 $ 18,034
---------- ----------
Property:
Land 586,500 586,500
Building 2,642,406 2,602,784
---------- ----------
Total 3,228,906 3,189,284
Less accumulated
depreciation 2,601,277 2,598,771
---------- ----------
Property, net 627,629 590,513
Other assets 20,486 20,486
---------- ----------
Total $ 657,280 $ 629,033
========== ==========
Liabilities and Partners' Equity:
Liabilities $ 55,041 $ 22,571
Partners' equity 602,239 606,462
---------- ----------
Total $ 657,280 $ 629,033
========== ==========
2004 2003 2002
Income Statement Data:
Rental revenues $ 602,888 $ 634,225 $ 696,462
Less expenses 217,114 204,974 218,016
------- ------- -------
Net income 385,774 429,251 478,446
======= ======= =======
Allocation of net income $ 115,732 $ 128,775 $ 143,534
========== ========== ==========
Property is stated at cost; depreciation is provided for using the
straight-line method over the estimated useful life of 15 years.
DSI REALTY INCOME FUND VIII
(A California Real Estate Limited Partnership)
REAL ESTATE AND ACCUMULATED DEPRECIATION
- --------------------------------------------------------------------------------
Costs Capitalized
Initial Cost to Subsequent to Gross Amount at Which Carried
Partnership Acquisition at Close of Period
------------------- ----------------- -----------------------------
Buildings Buildings Date
and Improve- Carrying and Accum. of Date
Description Encumbrances Land Improvements ments Costs Land Improvements Total Deprec. Const. Acq. Life
MINI-U-STORAGE
Stockton, CA None $353,117 $1,375,823 $ 48,206 $353,117 $1,424,029 $1,777,146 $1,419,968 01/85 07/84 15 Yrs
Pittsburgh, CA None 317,550 1,122,032 23,208 317,550 1,145,240 1,462,790 1,411,354 05/85 11/84 15 Yrs
El Centro, CA None 163,560 708,710 6,104 163,560 714,814 878,374 712,202 04/85 12/84 15 Yrs
Lompoc, CA None 277,200 1,524,419 9,352 277,200 1,533,771 1,810,971 1,531,027 02/85 02/85 15 Yrs
Huntington Bch, CA None 1,176,000 2,306,020 46,894 1,176,000 2,352,914 3,528,914 2,348,461 06/85 02/85 15 Yrs
-------- ---------- ------- -------- ---------- ---------- ----------
$2,287,427 $7,037,004 $133,764 $2,287,427 $7,170,768 $ 9,458,195 $7,423,012
========== ========== ======== ========== ========== =========== ==========
Real Estate Accumulated
at Cost Depreciation
Balance, January 1, 2002 $ 9,437,255 $7,149,828
Additions 1,211 -
----------- ----------
Balance, December 31, 2002 $ 9,438,466 $7,149,828
Additions - -
----------- ----------
Balance, December 31, 2003 $ 9,438,466 $7,149,828
Additions 19,729 3,184
----------- ----------
Balance, December 31, 2004 $ 9,458,195 $7,153,012
=========== ==========
EXHIBIT 2
March 14, 2005
ANNUAL REPORT TO LIMITED PARTNERS OF
DSI REALTY INCOME FUND VIII
Dear Limited Partner:
This report contains the Partnership's balance sheets as of December 31,
2004 and 2003, and the related statements of income, changes in partners' equity
and cash flows for each of the three years ended December 31, 2004 accompanied
by an independent auditors' report. The Partnership owns five mini-
storage facilities, plus a 30% interest in a sixth mini-storage facility on
a joint venture basis with an affiliated Partnership, DSI Realty Income Fund IX,
a California Limited Partnership. The Partnership's properties were each
purchased for all cash and funded solely from subscriptions for limited
partnership interests without the use of mortgage financing.
Your attention is directed to the section entitled Management's Discussion
and Analysis of Financial Condition and Results of Operations for the General
Partners' discussion and analysis of the financial statements and operations of
the Partnership.
Average occupancy levels for each of the Partnership's six properties for
the years ended December 31, 2004 and December 31, 2003 were as follows:
Location of Property Average Occupancy Average Occupancy
Levels for the Levels for the
Year Ended Year Ended
Dec. 31, 2004 Dec. 31, 2003
El Centro, CA 87% 89%
Lompoc, CA 89% 90%
Pittsburg, CA 82% 83%
Stockton, CA 80% 82%
Huntington Beach, CA 87% 89%
Aurora, CO* 79% 80%
- ----------
*The Partnership owns a 30% fee interest in this facility.
We will keep you informed of the activities of DSI Realty Income Fund VIII
as they develop. If you have any questions, please contact us at your
convenience at (562) 493-3022.
If you would like a copy of the Partnership's Annual Report on Form 10-K
for the year ended December 31, 2004 which was filed with the Securities and
Exchange Commission (which report includes the enclosed Financial Statements),
we will forward a copy of the report to you upon written request.
Very truly yours,
DSI REALTY INCOME FUND VIII
By: DSI Properties, Inc.
By___________________________
ROBERT J. CONWAY, President
CERTIFICATIONS
I, Robert J. Conway, certify that:
1. I have reviewed this annual report on Form 10-K of DSI Realty Income
Fund VIII;
2. Based on my knowledge, this annual 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 annual report.
3. Based on my knowledge, the financial statements, and other financial
information included in this annual 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 annual 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 controls over financial reporting,
to the registrant's auditors:
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: March 14, 2005
Robert J. Conway
Chief Executive Officer
CERTIFICATIONS
I, Richard P. Conway, certify that:
1. I have reviewed this annual report on Form 10-K of DSI Realty Income
Fund VIII;
2. Based on my knowledge, this annual 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 annual report.
3. Based on my knowledge, the financial statements, and other financial
information included in this annual 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 annual 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 controls over financial reporting,
to the registrant's auditors:
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: March 14, 2005
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 Annual Report of DSI Realty Income Fund VIII (the
"Partnership") on Form 10-K for the period ending December 31, 2004 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
March 14, 2005
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 Annual Report of DSI Realty Income Fund VIII (the
"Partnership") on Form 10-K for the period ending December 31, 2004 as filed
with the Securities and Exchange Commission on the date hereof (the "Report"),
I, Richard P. 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.
Richard P. Conway
Vice President
March 14, 2005