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 June 30, 2002
/___/ Transition report pursuant to Section 13 or 15(d) of the
Securities Act of 1934
for the transition period from ______________ to ________________.
Commission File Number 33-26038
DSI REALTY INCOME FUND XI, A California Limited Partnership
(Exact name of registrant as specified in its charter)
California_______________________________________33-0324161
(State or other jurisdiction of (I.R.S. Employer
incorporation) Identification No.)
6700 E. Pacific Coast Hwy, Long Beach, California 90803
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code-(562)493-8881
_________________________________________________________________
Former name, former address and former fiscal year, if changed
since last report.
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act
of 1934 during the preceding 12 months (or for such shorter period that
the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days. Yes _x_. No__.
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements.
The information required by Rule 10-01 of Regulation S-X is
included in the Quarterly Report to the Limited Partners of Registrant for
the period ended June 30, 2002 which is attached hereto as Exhibit "20"
and incorporated herein by this reference.
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations.
Registrant incorporates by this reference its Quarterly Report to
Limited Partners for the period ended June 30, 2002.
PART II - OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8K.
(a) Attached hereto as Exhibit "20" is Registrant's Quarterly
Report to Limited Partners for the period ended June 30, 2002.
(B) Registrant did not file any reports on Form 8-K for the
period reported upon.
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act
of 1934, the Registrant has duly caused this report to be signed on its
behalf by the undersigned thereunto duly authorized.
Dated: July 31, 2002 DSI REALTY INCOME FUND XI
A California Limited Partnership
(Registrant)
By____\s\ Robert J. Conway_____
DSI Properties, Inc., as General
Partner by ROBERT J. CONWAY,
President and Chief Financial Officer
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act
of 1934, the Registrant has duly caused this report to be signed on its
behalf by the undersigned thereunto duly authorized.
Dated: July 31, 2002 DSI REALTY INCOME FUND XI
A California Limited Partnership
(Registrant)
By__\s\ Robert J. Conway________
DSI Properties, Inc., as General
Partner by ROBERT J. CONWAY,
President and Chief Financial Officer
July 31, 2002
QUARTERLY REPORT TO THE LIMITED PARTNERS
OF DSI REALTY INCOME FUND XI
DEAR LIMITED PARTNERS:
We are pleased to enclose the Partnership's unaudited financial statements
for the period ended June 30, 2002. 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 June 30, 2002 and 2001, total revenues
decreased 3.4% from $582,203 to $562,263 and total expenses decreased 2.2%
from $339,637 to $332,167 and other income decreased from $880 to $121. As
a result, net income decreased 5.4% from $243,446 for the three-month period
ended June 30, 2001, to $230,217 for the same period in 2002. Rental revenue
decreased as a result of lower occupancy levels. Occupancy levels for the
Partnership's four mini-storage facilities averaged 85.1% for the three-
month period ended June 30, 2002 as compared to 88.2% for the same period
in 2001. The Partnership is continuing its marketing efforts to attract and
keep new tenants in its various mini-storage facilities. Operating expenses
decreased approximately $22,900 (7.5%) primarily as a result of lower ad-
vertising, maintenance and repair and security alarm services expenses,
partially offset by lower workers compensation insurance expense. General
and administrative expenses increased approximately $15,400 (45.8%) primarily
as a result of higher legal and professional and equipment and computer
lease expenses.
For the six-month periods ended June 30, 2002, and 2001, total revenues
increased 1.9% from $1,169,624 to $1,191,486 and total expenses increased
3.4% from $642,515 to $664,626 and other income decreased from $2,025 to
$371. As a result, net income decreased 0.4% from $529,134 for the six-
month period ended June 30, 2001, to $527,231 for the same period in 2002.
Rental revenue remained relatively constant. Operating expenses increased
approximately $5,100 (0.9%) primarily as a result of higher maintenance
and repair, workers compensation insurance and bank and credit card fee
expenses, partially offset by decreases in advertising, security alarm
services and travel expenses. General and administrative expenses increased
approximately $17,000 (21.8%) for the same reasons as discussed above.
On April 5, 2002, the General Partners received a copy of a hostile tender
offer from MacKenzie Patterson, Inc. and associated corporations and limited
partnerships to purchase all of the Units in the Partnership. This offer was
also filed with the Securities and Exchange Commission on the same date. The
General Partners have determined that the hostile tender offer was not in
the best interests of the Limited Partners, that the tender offer was grossly
inadequate given the performance history of the Limited Partnership and the
inherent value of the Units, and recommended that the Limited Parners reject
the hostile tender offer and not tender their Units pursuant thereto. The
offer was subsequently increased and extended to June 30, 2002 and again to
July 22, 2002. The General Partners' initial determination regarding the
offer has not changed. Prior to the expiration date of the offer, Limited
Partners tendered 30 Units representing 0.150% of the outstanding Units of
the Partnership.
The General Partners plan to continue their policy of funding the continuing
improvement and maintenance of Partnership properties with cash generated
from operations. The Partnership's financial resources appear to be adequate
to meet its needs.
We are not enclosing a copy of the Partnership Form 10-Q as filed with the
Securities and Exchange Commission since all the information set forth
therein is contained either in this letter or in the attached financial
statements. However, if you wish to receive a copy of said report, please
send a written request to DSI Realty Income Fund XI, P.O. Box 357, Long
Beach, California 90801.
Very truly yours,
DSI REALTY INCOME FUND XI
By: DSI Properties, Inc., as
General Partner
By /s/ Robert J. Conway
____________________________
ROBERT J. CONWAY, President
DSI REALTY INCOME FUND XI
(A California Real Estate Limited Partnership)
BALANCE SHEETS(UNAUDITED)
JUNE 30, 2002 AND DECEMBER 31, 2001
June 30, December 31,
2002 2001
ASSETS
CASH AND CASH EQUIVALENTS $ 704,927 $ 451,762
PROPERTY,NET 4,647,648 4,790,794
OTHER ASSETS 49,414 51,241
TOTAL $5,401,989 $5,293,797
LIABILITIES AND PARTNERS' EQUITY (DEFICIT)
LIABILITIES $ 320,542 $ 335,541
PARTNERS' EQUITY(DEFICIT):
General Partners (38,852) (40,084)
Limited Partners 5,120,299 4,998,340
Total partners' equity 5,081,447 4,958,256
TOTAL $5,401,989 $5,293,797
See accompanying notes to financial statements(unaudited).
STATEMENTS OF INCOME (UNAUDITED)
FOR THE THREE MONTHS ENDED JUNE 30, 2002 AND 2001
June 30, June 30,
2002 2001
REVENUES:
Rental Income $ 562,263 $ 582,203
EXPENSES:
Operating 283,159 306,048
General and administrative 49,008 33,589
Total expenses 332,167 339,637
OPERATING INCOME 230,096 242,566
OTHER INCOME
Interest 121 880
NET INCOME $ 230,217 $ 243,446
AGGREGATE NET INCOME ALLOCATED TO:
Limited partners $ 227,915 $ 241,012
General partners 2,302 2,434
TOTAL $ 230,217 $ 243,446
NET INCOME PER LIMITED
PARTNERSHIP UNIT $ 11.40 $ 12.05
LIMITED PARTNERSHIP UNITS
USED IN PER UNIT CALCULATION 20,000 20,000
See accompanying notes to financial statements(unaudited).
STATEMENTS OF INCOME (UNAUDITED) FOR THE SIX MONTHS
ENDED JUNE 30, 2002 AND 2001
June 30, June 30,
2002 2001
REVENUES:
Rental income $1,191,486 $1,169,624
EXPENSES:
Operating 569,512 564,392
General and administrative 95,114 78,123
Total expenses 664,626 642,515
OPERATING INCOME 526,860 527,109
OTHER INCOME
Interest 371 2,025
NET INCOME $ 527,231 $ 529,134
AGGREGATE NET INCOME ALLOCATED TO:
Limited Partners 521,959 523,843
General Partners 5,272 5,291
TOTAL $ 527,231 $ 529,134
NET INCOME PER LIMITED
PARTNERSHIP UNIT $26.10 $26.19
LIMITED PARTNERSHIP UNITS
USED IN PER UNIT CALCULATION 20,000 20,000
See accompanying notes to financial statements(unaudited).
STATEMENTS OF CHANGES IN PARTNERS' EQUITY (DEFICIT)(UNAUDITED)
FOR THE THREE MONTHS ENDED JUNE 30, 2002 AND 2001
GENERAL LIMITED
PARTNERS PARTNERS TOTAL
BALANCE AT JANUARY 1, 2002 ($40,084) $4,998,340 $4,958,256
NET INCOME 5,272 521,959 527,231
DISTRIBUTIONS (4,040) (400,000) (404,040)
BALANCE AT JUNE 30, 2002 ($38,852) $5,120,299 $5,081,447
See accompanying notes to financial statements(unaudited).
STATEMENTS OF CASH FLOWS (UNAUDITED)
FOR THE THREE MONTHS ENDED JUNE 30, 2002 AND 2001
June 30, June 30,
2002 2001
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 527,231 $ 529,134
Adjustments to reconcile net
income to net cash provided
by operating activities:
Depreciation 159,396 159,396
Changes in assets and
liabilities:
Decrease(increase)in other assets 1,827 (6,000)
(Decrease)increase in liabilities (14,999) 10,501
Net cash provided by
operating activities 673,455 693,031
CASH FLOWS FROM INVESTING ACTIVITIES
Additions to property (16,250)
CASH FLOWS FROM FINANCING ACTIVITIES -
Distributions to partners (404,040) (404,040)
NET INCREASE CASH AND
CASH EQUIVALENTS 253,165 288,991
CASH AND CASH EQUIVALENTS:
At beginning of period 451,762 362,863
At end of period $ 704,927 $ 651,854
See accompanying notes to financial statements(unaudited).
DSI REALTY INCOME FUND XI
(A California Real Estate Limited Partnership)
NOTES TO FINANCIAL STATEMENTS (UNAUDITED)
1. GENERAL
DSI Realty Income Fund XI (the "Partnership"), a limited partnership, has
three general partners (DSI Properties, Inc., Robert J. Conway and
Joseph W. Conway) and limited partners owning 20,000 limited partnership
units. The Partnership was formed under the California Uniform Limited
Partnership Act for the primary purpose of acquiring and operating real
estate.
The accompanying financial information as of June 30, 2002, and for the
periods ended June 30, 2002, and 2001 is unaudited. Such financial
information includes all adjustments which are considered necessary by
the Partnership's management for a fair presentation of the results for
the periods indicated.
2. PROPERTY
The Partnership holds a 90% interest in a joint venture that owns a mini-
storage facility in Whittier, California; an 85% interest in an operating
mini-storage in Edgewater Park, New Jersey; a 90% interest in an operating
mini-storage facility in Bloomingdale, Illinois; and a 75% interest in an
operating mini-storage in Sterling Heights, Michigan.
As of June 30, 2002, the total property cost and accumulated depreciation
are as follows:
Land $ 1,894,250
Buildings 6,541,922
Furniture and equipment 7,594
Total 8,443,766
Less: Accumulated Depreciation ( 3,796,118)
Property - Net $ 4,647,648
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.
DSI REALTY INCOME FUND XI
Form 10-Q
CERTIFICATION
Each of the undersigned hereby certifies in his capacity as an officer of
DSI Properties Inc. (corporate General Partner) of DSI REALTY INCOME FUND XI
(the "Partnership") that the Quarterly Report of the Partnership on Form 10-Q
for the periods ended June 30, 2002 fully complies with the requirements of
Section 13(a) of the Securities and Exchange Act of 1934 and that information
contained in such report fairly presents, in all material respects, the
financial condition of the Partnership at the end of such periods and the
results of operations of the Partnership for such periods.
ROBERT J. CONWAY, CEO RICHARD P. CONWAY, VP