UNITED STATES
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, 2008.
________________
/__/ 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: 33-5327
________
DSI REALTY INCOME FUND X, A California Limited Partnership
__________________________________________________________________
(Exact name of registrant as specified in its charter)
California 33-0195079
__________________________________________________________________
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
6700 E. Pacific Coast Hwy, Long Beach, California 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 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 [ ] Smaller reporting company [X]
Indicate by check mark whether the registrant is a shell company (as defined
in Rule 12b-2 of the Exchange Act).
Yes [ ] No [X]
The issuer is a limited partnership. All 31,783 limited partnership units
originally sold for $500 per unit. There is no trading market for the limited
partnership units.
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements.
DSI REALTY INCOME FUND X
(A Limited Partnership)
BALANCE SHEETS(UNAUDITED), September 30, 2008 AND DECEMBER 31, 2007
September 30, December 31,
2008 2007
ASSETS
CASH AND CASH EQUIVALENTS $ 681,827 $ 615,871
PROPERTY, NET 2,103,822 2,293,855
OTHER ASSETS 250,049 257,472
---------- ----------
TOTAL $3,035,698 $3,167,198
========== ==========
LIABILITIES AND PARTNERS' EQUITY
LIABILITIES
Distribution to Partners $240,780 $240,780
Incentive management fee
payable to general partners 345,944 280,934
Property management
fees payable 409,410 409,074
Customer deposits and
other liabilities 291,441 359,111
Capital lease obligation 8,912 39,942
-------- --------
Total liabilities 1,296,487 1,329,841
---------- ----------
PARTNERS' EQUITY (DEFICIT):
General Partners (124,635) (123,654)
Limited Partners (31,783
limited partnership units
outstanding at September 30,
2008 and December 31, 2007) 1,863,846 1,961,011
---------- ----------
Total partners' equity 1,739,211 1,837,357
---------- ----------
TOTAL $3,035,698 $3,167,198
========== ==========
See accompanying notes to financial statements (unaudited).
STATEMENTS OF INCOME (UNAUDITED)
FOR THE THREE MONTHS ENDED September 30, 2008 AND 2007
September 30, September 30,
2008 2007
REVENUES:
Rental revenue $660,951 $636,113
Ancillary operating revenue 55,783 58,193
Interest and other income 127 158
-------- --------
Total revenues 716,861 694,464
EXPENSES:
Operating 421,726 455,075
General and administrative 52,882 49,302
-------- --------
Total expenses 474,608 504,377
-------- --------
NET INCOME $242,253 $190,087
======== ========
AGGREGATE NET INCOME ALLOCATED TO :
Limited partners $239,830 $188,186
General partners 2,423 1,901
-------- --------
TOTAL $242,253 $190,087
======== ========
NET INCOME PER
LIMITED PARTNERSHIP UNIT $ 7.55 $ 5.92
====== ======
LIMITED PARTNERSHIP
UNITS USED IN PER
UNIT CALCULATION 31,783 31,783
====== ======
See accompanying notes to financial statements (unaudited).
STATEMENTS OF INCOME (UNAUDITED)
FOR THE NINE MONTHS ENDED September 30, 2008 AND 2007
September 30, September 30,
2008 2007
REVENUES:
Rental revenue $1,892,812 $1,870,656
Ancillary operating revenue 176,144 166,814
Interest and other income 391 472
-------- --------
Total revenues $2,069,347 $2,037,941
EXPENSES:
Operating 1,214,297 1,357,242
General and administrative 223,915 207,281
-------- --------
Total expenses 1,438,212 1,564,523
-------- --------
NET INCOME $631,135 $473,418
======== ========
AGGREGATE NET INCOME ALLOCATED TO :
Limited partners $624,824 $468,684
General partners 6,311 4,734
-------- --------
TOTAL $631,135 $473,418
======== ========
NET INCOME PER
LIMITED PARTNERSHIP UNIT $19.66 $14.75
====== ======
LIMITED PARTNERSHIP
UNITS USED IN PER
UNIT CALCULATION 31,783 31,783
====== ======
See accompanying notes to financial statements (unaudited).
STATEMENT OF CHANGES IN PARTNERS' EQUITY (DEFICIT)(UNAUDITED)
FOR THE NINE MONTHS ENDED September 30, 2008
GENERAL LIMITED
PARTNERS PARTNERS TOTAL
BALANCE AT JANUARY 1, 2008 ($123,654) $1,961,011 $1,837,357
NET INCOME 6,311 624,824 631,135
DISTRIBUTIONS (7,292) (721,989) (729,281)
--------- ---------- ----------
BALANCE AT September 30, 2008 ($124,635) $1,863,846 $1,739,211
========= ========== ==========
See accompanying notes to financial statements (unaudited).
STATEMENTS OF CASH FLOWS (UNAUDITED)
FOR THE NINE MONTHS ENDED September 30, 2008 AND 2007
September 30, September 30,
2008 2007
CASH FLOWS FROM OPERATING
ACTIVITIES:
Net income $ 631,135 $ 473,418
Adjustments to reconcile net
income to net cash provided
by operating activities:
Depreciation 200,848 433,892
Changes in assets and liabilities:
Decrease in other assets 7,423 -
Decrease in distributions
to partners - (80,261)
Increase in incentive
management fee payable
to general partners 65,011 78,959
Increase in property
management fee payable 335 603
Decrease in customer
deposits and other liabilities (67,670) (103,260)
--------- ---------
Net cash provided by
operating activities 837,082 803,351
CASH FLOWS FROM INVESTING ACTIVITIES -
Additions to property (10,815) -
--------- ---------
CASH FLOWS FROM FINANCING ACTIVITIES -
Distributions to partners (729,281) (882,860)
Payments on capital
lease obligations (31,030) (28,556)
--------- ---------
Net cash used in
financing activities (760,311) (911,416)
NET INCREASE(DECREASE) IN CASH AND
CASH EQUIVALENTS 65,956 (108,065)
--------- ---------
CASH AND CASH EQUIVALENTS:
At beginning of period 615,871 601,812
--------- ---------
At end of period $ 681,827 $ 493,747
========= =========
SUPPLEMENTAL DISCLOSURE OF CASH
FLOW INFORMATION -
Cash paid for interest $ 2,720 $ 3,131
========= =========
NONCASH FINANCING ACTIVITIES -
Distributions due partners
included in partners' equity $ 240,780 $ 240,780
========= =========
See accompanying notes to financial statements (unaudited).
DSI REALTY INCOME FUND X
(A Limited Partnership)
NOTES TO FINANCIAL STATEMENTS (UNAUDITED)
1. GENERAL
DSI Realty Income Fund X (the "Partnership") has three general partners
(DSI Properties, Inc., Robert J. Conway and Joseph W. Conway) and limited
partners owning 31,783 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 acquired five mini-storage properties, two of which
are located in Warren, Michigan; one in Crestwood, Illinois; one in Troy,
Michigan; and one in Forestville, Maryland. The 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., Robert J. Conway and Joseph W. Conway are the general
partners.
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, 2008. 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, 2007.
2. PROPERTY
The Partnership owns five mini-storage facilities. Two facilities are
located in Warren, Michigan; one facility is located in Troy, Michigan;
one facility is located in Crestwood, Illinois; and one facility is located
in Forestville, Maryland. The total cost and accumulated depreciation of the
mini-storage facilities is as follows:
September 30, December 31,
2008 2007
Land $ 2,076,627 $ 2,076,627
Buildings and Improvements 10,909,298 10,898,481
Rental trucks
under capital leases 157,604 157,604
----------- -----------
Total 13,143,529 13,132,712
Less: Accumulated Depreciation (11,039,707) (10,838,857)
----------- -----------
Property - Net $ 2,103,822 $ 2,293,855
=========== ===========
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 Partnership
distributions made from cash available for distribution, calculated as
cash generated from operations less capital expenditures, and the payment
of such fee is subordinated to a cumulative return to the limited partners
of 8.1% of the offering proceeds.
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
$33,819 and $34,715 for the three month periods ended September 30, 2008
and 2007, respectively, and $101,699 and $101,873 for the nine month period
ended September 30, 2008 and 2007, respectively. Amounts payable to Dahn at
September 30, 2008 and December 31, 2007, were $409,410 and $409,074,
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, 2008. 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, 2008 and 2007, total revenues
increased 3.2% from $694,464 to $716,861 and total expenses decreased 5.9%
from $504,377 to $474,608. As a result, net income increased 27.4% from
$190,087 to $242,253 for the three-month period ended September 30, 2008,
as compared to the same period in 2007. Rental revenues increased as a
result of higher unit rental rates. Occupancy levels for the Partnerships,
five mini-storage facilities averaged 79.5% for the three-month period ended
September 30, 2008, as compared to 85.0% for the same period in 2007. The
Partnership is continuing its marketing efforts to attract and keep new
tenants in its various mini-storage facilities. Operating expenses decreased
approximately $33,300 or 7.3% primarily as a result of decreases in salaries
and wages and depreciation expenses, partially offset by increases in adver-
tising, telephone, maintenance and repair and real estate tax expenses.
General and administrative expenses increased approximately $3,600 or 7.3%
primarily as a result of increases in legal and professional expense and
equipment and computer leases expenses, partially offset by a decrease in
state tax payments.
For the nine-month periods ended September 30, 2008, and 2007, total revenues
increased 1.5% from $2,037,941 to $2,069,347 and total expenses decreased 8.1%
from $1,564,523 to $1,438,212. As a result, net income increased 33.3% from
$473,418 for the nine-month period ended September 30, 2007, to $631,135 for
the same period in 2008. Rental revenues increased primarily as a result of
higher unit rental rates and late fee charges. Occupancy levels for the
Partnerships five mini-storage facilities averaged 78.3% for the nine-month
period ended September 30, 2008, as compared to 80.5% for the same period in
2007. Operating expenses decreased approximately $142,900 or 10.5% primarily
due to lower legal, travel and depreciation expenses partially offset by
increases in advertising, real estate tax salaries and wages and power and
sweeping expenses. General and administrative expenses increased approximately
$16,600 or 8.0% as a result of an increase in legal and professional and equip-
ment and computer lease expenses, partially offset by a decrease in incentive
management fee expense.
After a thorough review of operating results, the General Partners determined
that cash flow from operations of the Partnership's properties were not
sufficient to fund distributions at the previous annual rate of 8%. There-
fore, distributions were reduced to an annual rate of 6% beginning with the
October 15, 2007 distribution. This is a decrease of 1/2 of 1% from the
previous quarterly rate.
The General Partners will 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 4T. CONTROLS AND PROCEDURES
Evaluation of Effectiveness of Disclosure 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 informa-
tion 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.
Changes in Internal Control Over Financial Reporting
There have not been any changes in the Partnership's internal control over
financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f)
under the Exchange Act) during the most recent fiscal quarter that have
materially affected, or are reasonably likely to materially affect, the
Partnership's internal control over financial reporting.
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 April 15,
2008. 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
(a) Exhibits
31.1 Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer
31.2 Rule 13a-14(a)/15d-14(a) Certification of Principal Financial
Officer
32.1 Section 1350 Certification by Chief Executive Officer
32.2 Section 1350 Certification by Principal Financial Officer
SIGNATURES
Pursuant to the requirements 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 X,
a California Limited Partnership
by: DSI Properties, Inc., a
California corporation,
as General Partner
/s/ ROBERT J. CONWAY
By_____________________________
Dated: November 14, 2008
ROBERT J. CONWAY, President,
Chief Executive Officer, Chief
Financial Officer, and Director
/s/ JOSEPH W. CONWAY
By_____________________________
Dated: November 14, 2008
JOSEPH W. CONWAY, Executive
Vice President and Director
EXHIBIT 31.1
RULE 13A-14(A)/15D-14(A) CERTIFICATION
BY CHIEF EXECUTIVE OFFICER
I, Robert J. Conway, certify that:
1. I have reviewed this quarterly report of DSI Realty Income
Fund X;
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 covered 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 officer(s) and I are responsible
for establishing and maintaining disclosure controls and procedures
(as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal
control over financial reporting (as defined in Exchange Act Rules
13a-15(f) and 15d-15(f)) for the registrant and have:
(a) Designed such disclosure controls and procedures, or caused such
disclosure controls and procedures to be designed under our supervision,
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 report is being
prepared;
(b) Designed such internal control over financial reporting, or caused such
internal control over financial reporting to be designed under our
supervision, to provide reasonable assurance regarding the reliability of
financial reporting and the preparation of financial statements for external
purposes in accordance with generally accepted accounting principles;
(c) Evaluated the effectiveness of the registrant's disclosure controls and
procedures and presented in this report our conclusions about the effective-
ness of the disclosure controls and procedures, as of the end of the period
covered by this report based on such evaluation; and
(d) 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 an
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 officer(s) and I have disclosed, based
on our most recent evaluation of internal control over financial reporting,
to the registrant's auditors and the audit committee of the registrant's
board of directors (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 adversely affect the registrant's ability to record, process,
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 internal control
over financial reporting.
Date: November 14, 2008
/s/ ROBERT J. CONWAY
By_____________________________
ROBERT J. CONWAY, President,
Chief Executive Officer, Chief
Financial Officer, and Director
EXHIBIT 31.2
RULE 13A-14(A)/15D-14(A) CERTIFICATION
BY PRINCIPAL FINANCIAL OFFICER
I, Richard P. Conway, certify that:
1. I have reviewed this quarterly report of DSI Realty Income
Fund X;
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 covered 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 officer(s) and I are responsible
for establishing and maintaining disclosure controls and procedures
(as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal
control over financial reporting (as defined in Exchange Act Rules
13a-15(f) and 15d-15(f)) for the registrant and have:
(a) Designed such disclosure controls and procedures, or caused such
disclosure controls and procedures to be designed under our supervision,
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 report is being
prepared;
(b) Designed such internal control over financial reporting, or caused such
internal control over financial reporting to be designed under our
supervision, to provide reasonable assurance regarding the reliability of
financial reporting and the preparation of financial statements for external
purposes in accordance with generally accepted accounting principles;
(c) Evaluated the effectiveness of the registrant's disclosure controls and
procedures and presented in this report our conclusions about the effective-
ness of the disclosure controls and procedures, as of the end of the period
covered by this report based on such evaluation; and
(d) 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 an
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 officer(s) and I have disclosed, based
on our most recent evaluation of internal control over financial reporting,
to the registrant's auditors and the audit committee of the registrant's
board of directors (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 adversely affect the registrant's ability to record, process,
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 internal control
over financial reporting.
Date: November 14, 2008
/s/ RICHARD P. CONWAY
By_____________________________
RICHARD P. CONWAY, SR. VICE PRESIDENT
(PRINCIPAL FINANCIAL AND ACCOUNTING OFFICER)
EXHIBIT 32.1
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 X (the
"Partnership") on Form 10-Q for the period ending September 30, 2008 as filed
with the Securities and Exchange Commission on the date hereof (the "Report"),
I, Robert J. Conway, Chief Executive Officer 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.
/s/ ROBERT J. CONWAY
By_____________________________
ROBERT J. CONWAY,
Chief Executive Officer
November 14, 2008
EXHIBIT 32.2
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 X (the
"Partnership") on Form 10-Q for the period ending September 30, 2008 as filed
with the Securities and Exchange Commission on the date hereof (the "Report"),
I, Richard P. Conway, Senior 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.
/s/ RICHARD P. CONWAY
By_____________________________
Richard P. Conway
Senior Vice President
(Principal Financial and Accounting Officer)
November 14, 2008