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, 1998.
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. 2-83291.
DSI REALTY INCOME FUND VII, a California Limited Partnership (Exact name of
registrant as specified in governing instruments)
_________California___________________________95-3871044_____
(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.
<PAGE>
DOCUMENTS INCORPORATED BY REFERENCE
Item 8. Registrant's Financial Statements for its fiscal year ended December 31,
1998, incorporated by reference to Form 10-K, Part II.
Item 11. Registrant's Financial Statements for its fiscal year ended December
31, 1998, 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, 1998, incorporated by reference to Form 10-K, Part III.
PART I
Item l. BUSINESS
Registrant, DSI Realty Income Fund VII (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 August 1, 1983. 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 six mini-storage facilities.
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.
The average occupancy level for each of the Partnership's six properties
for the years ended December 31, 1998 and December 31, 1997 were as follows:
Location of Property Average Occupancy Average Occupancy Level
for the Level for the
Year Ended Year Ended
Dec. 31, 1998 Dec. 31, 1997
Chico, California 89% 86%
Fairfield, California 91% 92%
Ft. Collins, Colorado 81% 84%
LaVerne, California 88% 89%
Littleton, Colorado 87% 81%
Riverside, California 82% 87%
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
for rentals. Generally, Registrant's business is not affected by the change in
seasons.
<PAGE>
Item 2. PROPERTIES
Registrant owns a fee interest in six mini-storage facilities, 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, 1998 regarding properties owned
by the Partnership.
Location Size of Net Rentable No. of Completion
Parcel Area Rental Units Date
Chico, CA 1.97 acres 39,580 366 9/05/84
Fairfield, CA 2.29 acres 40,668 442 8/31/84
Ft.Collins, CO 2.49 acres 57,284 603 3/27/85
LaVerne, CA 2.78 acres 50,652 523 8/21/84
Riverside, CA 2.92 acres 60,011 567 12/12/84
Littleton, CO 3.071 acres 43,380 404 11/01/85
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 906 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 $12.59 per Limited Partnership Unit were
declared and paid each quarter for the year ended December 31, 1998 and $10.08
per Limited Partnership Unit were paid each quarter for the year ended 1997
and $10.00 per Limited Partnership Unit were paid each quarter for the year
ended 1996.
Item 6. SELECTED FINANCIAL DATA
FOR THE YEARS ENDED DECEMBER 31, 1998, 1997, 1996, 1995, and 1994
--------------------------------------------------------------------
1998 1997 1996 1995 1994
---- ---- ---- ---- ----
REVENUES $2,158,172 $1,963,464 $1,868,678 $1,857,684 $1,845,486
COSTS AND
EXPENSES 1,483,535 1,430,018 1,416,685 1,397,768 1,359,766
---------- ---------- ---------- ---------- ----------
NET
INCOME $ 674,637 $ 533,446 $ 451,993 $ 459,916 $ 485,720
========== ========== ========== ========== ==========
TOTAL
ASSETS $3,175,348 $3,719,366 $4,187,690 $4,697,315 $5,219,802
========== ========== ========== ========== ==========
NET CASH
PROVIDED BY
OPERATING
ACTIVITIES $1,179,538 $1,013,207 $ 980,482 $ 970,822 $ 992,128
========== ========== ========== ========== ==========
CASH
DISTRIBUTIONS
PER $500
LIMITED
PARTNERSHIP
UNIT $ 50.36 $ 40.35 $ 40.00 $ 40.00 $ 36.25
========== ========== ========== ========== ==========
NET INCOME
PER LIMITED
PARTNERSHIP
UNIT $ 27.83 $ 22.00 $ 18.64 $ 18.97 $ 20.03
========== ========== ========== ========== ==========
<PAGE>
Item 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS.
RESULTS OF OPERATIONS
1998 COMPARED TO 1997
Total revenues increased from $1,963,464 in 1997 to $2,158,172 in 1998, while
total expenses increased from $1,430,018 to $1,483,535 resulting in an increase
in net income from $533,446 to $674,637. The approximate $191,500 (9.8%)
increase in rental revenues can be attributed to unit higher rental rates.
Occupancy levels for the Partnership's six mini-storage units averaged 86.3%
for the year ended December 31, 1998 and 86.5% for the year ended December 31,
1997. The Partnership is continuing its advertising campaign to attract and
keep new tenants in its various mini-storage facilities. The approximate $33,400
(5.8%) increase in operating expenses was due primarily to an increase in
maintenance and repair, salaries and wages and real estate tax expenses.
General and administrative expenses decreased slightly as a result of relatively
insignificant fluctuations in various expense accounts. Property management
fees, which are based on revenue, increased as a result of the increase in
rental revenue. General Partners' incentive management fee, which is based
on cash available for distribution, increased as a result of the increase in
net income.
1997 COMPARED TO 1996
Total revenues increased from $1,868,678 in 1996 to $1,963,464 in 1997,
while total expenses increased from $1,416,685 to $1,430,018 resulting in an
increase in net income from $451,993 to $533,446. The approximate $96,100
(5.2%) increase in rental revenues can be attributed to higher average
occupancy and unit rental rates. Occupancy levels for the Partnership's six
mini-storage units averaged 86.5% for the year ended December 31, 1997 and
85.0% for the year ended December 31, 1996. The Partnership is continuing its
advertising campaign to attract and keep new tenants in its various mini-
storage facilities. The approximately $12,700 (2.2%) increase in operating
expenses was due primarily to an increase in yellow pages advertising costs,
maintenance and repair and salaries and wages partially offset by a decrease
in real estate tax expenses. General and administrative expenses increased
approximately $14,600 (10.1%) primarily as a result of increases in postage,
legal and office expenses. Property management fees, which are based on
revenue, increased as a result of the increase in rental revenue. General
Partners' incentive management fees decreased slightly.
LIQUIDITY AND CAPITAL RESOURCES
Net cash provided by operating activities increased by approximately
$166,300 (16.4%) in 1998 compared to 1997 primarily due to the increase in the
net income. Net cash provided by operating activities increased by
approximately $32,700 (3.3%) in 1997 compared to 1996 primarily due to the
increase in net income partially offset by decreases in customer deposits and
other liabilities, incentive management fees payable to general partners, other
assets and depreciation.
Cash used in financing activities, as set forth in the statements of cash
flows, has consisted solely of cash distributions to partners. A special
distribution of 2% was declared and paid on December 15, 1998. This action was
the result of the Partnership's increased cash flow from the operations of its
properties.
Cash used in investing activities, as set forth in the statements of cash
flows, has consisted solely of acquisitions of equipment for the Partnership's
mini-storage facilities. The Partnership has no material commitments for capital
expenditures.
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 for the next twelve months.
The Year 2000 issue refers to the inability of certain computer systems
to recognize a date using "00" as the Year 2000. The Partnership has
implemented a Year 2000 program, which has three phases: (1) identification;
(2) remediation; and (3) testing and verification. The Partnership, as well as
the property management company and the Partnership's warehouse facilities have
completed those phases. Computer programs have been upgraded and tested to
function properly with respect to the dates in the Year 2000 and thereafter.
Year 2000 compliance costs are nominal and have been expensed in the regular
course of business. The Partnership provides no assurance that third-party
suppliers and customers will be compliant. Nevertheless, the Partnership does
not believe that the Year 2000 issue will have a material adverse effect on its
financial condition or results of operations.
The General Partners are not aware of any environmental problems which could
have an adverse material effect upon the financial position of the Partnership.
<PAGE>
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.
Item 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE.
None.
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, 1998, 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 65 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 69 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 75 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, 1998, 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 remuneration 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, 1998, 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.
<PAGE>
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, 1998, attached hereto as Exhibit l and incorporated herein by this
reference.
PART IV
Item 14 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, 1998, 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, 1998.
(b) No reports on Form 8K were filed during the fiscal year ended December
31, 1998.
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 VII
by: DSI Properties, Inc., a
California corporation, as
General Partner
By_____________________________ Dated: March 31, 1999
ROBERT J. CONWAY, President
(Chief Executive Officer, Chief
Financial Officer, and Director)
By____________________________ Dated: March 31, 1999
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 VII
by: DSI Properties, Inc., a
California corporation, as
General Partner
By:__________________________ Dated: March 31, 1999
ROBERT J. CONWAY, President,
Chief Executive Officer, Chief
Financial Officer, and Director
By___________________________ Dated: March 31, 1999
JOSEPH W. CONWAY
(Executive Vice President
and Director)
<PAGE>
DSI REALTY INCOME FUND VII
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, 1998, 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.
<PAGE>
EXHIBIT l
DSI REALTY INCOME FUND VII
(A California Real Estate Limited Partnership)
SELECTED FINANCIAL DATA
FIVE YEARS ENDED DECEMBER 31, 1998
- --------------------------------------------------------------------------------
1998 1997 1996 1995 1994
REVENUES $2,158,172 $1,963,464 $1,868,678 $1,857,684 $1,845,486
COSTS AND EXPENSES 1,483,535 1,430,018 1,416,685 1,397,768 1,359,766
---------- ---------- ---------- ---------- ----------
NET INCOME $ 674,637 $ 533,446 $ 451,993 $ 459,916 $ 485,720
========== ========== ========== ========== ==========
TOTAL ASSETS $3,175,348 $3,719,366 $4,187,690 $4,697,315 $5,219,802
========== ========== ========== ========== ==========
NET CASH PROVIDED BY
OPERATING ACTIVITIES $1,179,538 $1,013,207 $ 980,482 $ 970,822 992,128
========== ========== ========== ========== ==========
CASH DISTRIBUTIONS
PER $500 LIMITED
PARTNERSHIP UNIT $ 50.36 $ 40.35 $ 40.00 $ 40.00 $ 36.25
========== ========== ========== ========== ==========
NET INCOME PER
LIMITED
PARTNERSHIP UNIT $ 27.83 $ 22.00 $ 18.64 $ 18.97 $ 20.03
========== ========== ========== ========== ==========
The following are reconciliations between the operating results and partners'
equity per the financial statements and the Partnership's income tax return for
the year ended December 31, 1998.
Operating Partners'
Results Equity
Per financial statements $ 674,637 $ 2,629,127
Excess financial statements depreciation 59,154 563,104
Accrued property taxes (13,055) (89,055)
Deferred rental revenues 67,065
Accrued incentive management fees (4,911) 216,206
Fixed asset adjustments 218,274
Accrued distributions to partners 242,415
State taxes (8,611)
----------- -----------
Per Partnership income tax return $ 707,214 $ 3,847,136
=========== ===========
Net taxable income per $500
limited partnership unit $ 29.48
===========
<PAGE>
DSI REALTY INCOME FUND VII
(A California Real Estate Limited Partnership)
INDEX TO FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULE
Page
FINANCIAL STATEMENTS:
Independent Auditors' Report F-1
Balance Sheets at December 31, 1998 and 1997 F-2
Statements of Income for the Three Years Ended December 31, 1998 F-3
Statements of Changes in Partners' Equity for the Three Years Ended
December 31, 1998 F-4
Statements of Cash Flows for the Three Years Ended December 31, 1998 F-5
Notes to Financial Statements F-6
SUPPLEMENTAL SCHEDULE:
Independent Auditors' Report F-8
Schedule XI - Real Estate and Accumulated Depreciation F-9
SCHEDULES OMITTED:
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.
<PAGE>
INDEPENDENT AUDITORS' REPORT
To the Partners of
DSI Realty Income Fund VII:
We have audited the accompanying balance sheets of DSI Realty Income Fund VII, a
California Real Estate Limited Partnership (the "Partnership") as of December
31, 1998 and 1997, and the related statements of income, changes in partners'
equity (deficit), and cash flows for each of the three years in the period ended
December 31, 1998. These financial statements are the responsibility of the
Partnership's management. Our responsibility is to express an opinion on
these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audits to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
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 VII at December 31,
1998 and 1997, and the results of its operations and its cash flows for each of
the three years in the period ended December 31, 1998, in conformity with
generally accepted accounting principles.
February 5, 1999
DELOITTE & TOUCHE LLP
LONG BEACH, CALIFORNIA
<PAGE>
DSI REALTY INCOME FUND VII
(A California Real Estate Limited Partnership)
BALANCE SHEETS
DECEMBER 31, 1998 AND 1997
- --------------------------------------------------------------------------------
ASSETS 1998 1997
CASH AND CASH EQUIVALENTS $ 459,100 $ 500,294
PROPERTY, net (Notes 1, 2 and 3) 2,672,106 3,181,412
OTHER ASSETS 44,142 37,660
----------- -----------
TOTAL $ 3,175,348 $3,719,366
=========== ===========
LIABILITIES AND PARTNERS' EQUITY
LIABILITIES:
Distribution due partners (Note 4) $ 242,424 $ 242,424
Incentive management fee payable to
general partners (Note 4) 216,206 214,665
Property management fees payable (Note 1) 8,527 7,991
Customer deposits and other liabilities 79,064 79,064
----------- -----------
Total liabilities 546,221 544,144
----------- -----------
PARTNERS' EQUITY (DEFICIT)(Notes 1 and 4):
General partners (81,477) (76,015)
Limited partners (24,000 limited
partnership units outstanding
at December 31, 1998 and 1997) 2,710,604 3,251,237
------------ -----------
Total partners' equity 2,629,127 3,175,222
------------ -----------
TOTAL $ 3,175,348 $ 3,719,366
============ ===========
See accompanying notes to financial statements.
<PAGE>
DSI REALTY INCOME FUND VII
(A California Real Estate Limited Partnership)
STATEMENTS OF INCOME
THREE YEARS ENDED DECEMBER 31, 1998
- --------------------------------------------------------------------------------
1998 1997 1996
REVENUES:
Rental revenues $2,143,909 $1,952,418 $1,856,287
Interest income 14,263 11,046 12,391
---------- ---------- ----------
Total revenues 2,158,172 1,963,464 1,868,678
---------- ---------- ----------
EXPENSES:
Depreciation (Note 2) 509,306 509,306 520,408
Operating expenses (Note 1) 611,775 578,411 565,727
General and administrative 155,704 158,808 144,242
General partners' incentive
management fee (Note 4) 99,798 86,172 93,494
Property management fee (Note 1) 106,952 97,321 92,814
---------- ---------- ----------
Total expenses 1,483,535 1,430,018 1,416,685
---------- ---------- ----------
NET INCOME $ 674,637 $ 533,446 $ 451,993
========== ========== ==========
AGGREGATE NET INCOME ALLOCATED
TO (Note 4):
Limited partners $ 667,891 $ 528,111 $ 447,473
General partners 6,746 5,335 4,520
---------- ---------- ----------
TOTAL $ 674,637 $ 533,446 $ 451,993
========== ========== ==========
NET INCOME PER LIMITED PARTNERSHIP
UNIT (Notes 2 and 4) $ 27.83 $ 22.00 $ 18.64
========== ========== ==========
See accompanying notes to financial statements.
<PAGE>
DSI REALTY INCOME FUND VII
(A California Real Estate Limited Partnership)
STATEMENTS OF CHANGES IN PARTNERS' EQUITY
THREE YEARS ENDED DECEMBER 31, 1998
- --------------------------------------------------------------------------------
General Limited
Partners Partners Total
BALANCE AT JANUARY 1, 1996 ($66,391) $ 4,204,098 $ 4,137,707
Net income 4,520 447,473 451,993
Distributions (9,697) (960,001) (969,698)
------- ----------- -----------
BALANCE DECEMBER 31, 1996 $(71,568) $ 3,691,570 $ 3,620,002
Net income 5,335 528,111 533,446
Distributions (9,782) (968,444) (978,226)
------- ----------- -----------
BALANCE AT DECEMBER 31, 1997 $(76,015) $ 3,251,237 $ 3,175,222
Net income 6,746 667,891 674,637
Distributions (12,208) (1,208,524) (1,220,732)
------- ----------- -----------
BALANCE, DECEMBER 31, 1998 $(81,477) $ 2,710,604 $ 2,629,127
========= =========== ===========
See accompanying notes to financial statements.
<PAGE>
DSI REALTY INCOME FUND VII
(A California Real Estate Limited Partnership)
STATEMENTS OF CASH FLOWS
THREE YEARS ENDED DECEMBER 31, 1998
- --------------------------------------------------------------------------------
1998 1997 1996
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 674,637 $ 533,446 $ 451,993
Adjustments to reconcile net income
to net cash provided by
operating activities:
Depreciation 509,306 509,306 520,408
Changes in assets and liabilities:
Other assets (6,482) (6,000)
Incentive management fee
payable to general partners 1,541 (6,452) (9,170)
Property management fees payable 536 (961) 1,119
Customer deposits and
other liabilities (16,132) 16,132
----------- ----------- -----------
Net cash provided by operating
activities 1,179,538 1,013,207 980,482
CASH FLOWS FROM FINANCING ACTIVITIES -
Distributions to partners (1,220,732) (978,226) (969,698)
CASH FLOWS FROM INVESTING ACTIVITIES -
Additions to property (15,988)
----------- ----------- ------------
NET DECREASE(INCREASE)IN CASH AND
CASH EQUIVALENTS (41,194) 18,993 10,784
CASH AND CASH EQUIVALENTS,
AT BEGINNING OF YEAR 500,294 481,301 470,517
----------- ----------- ------------
CASH AND CASH EQUIVALENTS,
AT END OF YEAR $ 459,100 $ 500,294 $ 481,301
=========== =========== ============
See accompanying notes to financial statements.
<PAGE>
DSI REALTY INCOME FUND VII
(A California Real Estate Limited Partnership)
NOTES TO FINANCIAL STATEMENTS
THREE YEARS ENDED DECEMBER 31, 1998
1. GENERAL
DSI Realty Income Fund VII, a California Real Estate Limited Partnership
(the "Partnership"), has two general partners (DSI Properties, Inc. and
Diversified Investors Agency) and limited partners owning 24,000 limited
partnership units that 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 August 1,
1983 under the California Uniform Limited Partnership Act for the
primary purpose of acquiring and operating real estate.
The Partnership has acquired six mini-storage facilities located in
Chico, Fairfield, La Verne, and Riverside, California and Ft. Collins
and Littleton, Colorado. All facilities were purchased 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, as defined.
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 is recorded at cost and is
composed primarily of mini-storage facilities. Depreciation is provided
for using the straight-line method over an estimated useful life of 15
years for the facilities. Building improvements are depreciated over
a five-year period.
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 taxable income or loss. The net
difference between the bases of the Partnership's assets and liabilities
for federal income tax purposes and as reported for financial statement
purpose is $ 1,218,009.
Revenues - 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.
Net Income per Limited Partnership Unit - Net income per limited
partnership unit is computed by dividing net income allocated to the
limited partners by the weighted average number of limited partnership
units outstanding during each year (24,000 in 1998, 1997 and 1996).
Estimates - The preparation of financial statements in conformity with
generally accepted accounting principles 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 future cash flow is less
than the carrying amount of the asset, the Partnership recognizes
an impairment loss. No impairment losses were required in 1998, 1997
and 1996.
Fair Value of Financial Instruments - The Company's financial
instruments consist primarily of cash, 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 equivalents and rent receivables. The Partnership
places its cash equivalents with high credit quality institutions.
3. PROPERTY
At December 31, 1998 and 1997, the total cost of property and
accumulated depreciation are as follows:
1998 1997
Land $ 2,089,800 $ 2,089,800
Buildings and improvements 7,717,469 7,717,469
----------- -----------
Total 9,807,269 9,807,269
Less accumulated depreciation (7,135,163) (6,625,857)
----------- ----------
Property, net $ 2,672,106 $ 3,181,412
=========== ===========
4. ALLOCATION OF PROFITS AND LOSSES AND GENERAL PARTNER MANAGEMENT FEES
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 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.
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 under a single segment; storage facility
operartions, under which the Partnership rents its storage facilities
to its customers on a need basis and charges rent on a predetermined
rate.
<PAGE>
INDEPENDENT AUDITORS' REPORT
To the Partners of
DSI Realty Income Fund VII:
We have audited the accompanying balance of DSI Realty Income Fund VII (the
"Partnership") as of December 31, 1998 and 1997, and the related statements of
income, changes in partners' equity (deficit), and cash flows for each of the
three years in the period ended December 31, 1998. These financial statements
are the responsibility of the Partnership's management. Our responsibility is
to express an opinion based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audits to
obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements.
An audit also includes 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 statement present fairly in all material
respects the financial position of DSI Realty Income Fund VII at December 31,
1998, in conformity with generally accepted accounting principles.
February 5, 1999
<PAGE>
DSI REALTY INCOME FUND VII
(A California Real Estate Limited Partnership)
REAL ESTATE AND ACCUMULATED DEPRECIATION
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
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
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Chico, CA None $209,700 $ 933,155 $ 5,888 $209,700 $ 939,043 $1,148,743 894,697 09/84 12/83 15 Yrs
Fairfield, CO None 264,500 1,268,897 6,659 264,500 1,275,556 1,540,056 1,223,192 08/84 01/84 15 Yrs
Fort Collins, CO None 375,100 1,389,919 15,686 375,100 1,405,605 1,780,705 1,318,774 12/84 05/84 15 Yrs
Riverside, CA None 356,000 1,381,634 18,137 356,000 1,399,771 1,755,771 1,291,695 12/84 06/84 15 Yrs
La Verne, CA None 453,250 1,243,972 6,127 453,250 1,250,099 1,703,349 1,144,405 03/85 08/84 15 Yrs
Littleton, CO None 431,250 1,423,813 23,582 431,250 1,447,395 1,878,645 1,262,400 10/85 05/85 15 Yrs
-------- ---------- ------- -------- ---------- ---------- ----------
$2,089,800 $7,641,390 $ 76,079 $2,089,800 $7,717,469 $9,807,269 $7,135,163
========== ========== ======== ========== ========== =========== ==========
</TABLE>
Real Estate Accumulated
at Cost Depreciation
Balance at January 1, 1995 9,791,281 5,596,143
Additions 520,408
----------- ----------
Balance at December 31, 1996 9,791,281 6,116,551
Additions 15,988 509,306
----------- ----------
Balance at December 31, 1997 $ 9,807,269 $6,625,857
Additions 509,306
----------- ----------
Balance at December 31, 1998 $ 9,807,269 $7,135,163
=========== ==========
<PAGE>
EXHIBIT 2
March 31, 1999
ANNUAL REPORT TO LIMITED PARTNERS OF
DSI REALTY INCOME FUND VII
Dear Limited Partner:
This report contains the Partnership's balance sheets as of December 31,
1998 and 1997, and the related statements of income, changes in partners' equity
and cash flows for each of the three years in the period ended December 31, 1998
accompanied by an independent auditors' report. The Partnership owns six
mini-storage facilities. 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, 1998 and December 31, 1997 were as follows:
Location of Property Average Occupancy Average Occupancy
Levels for the Levels for the
Year Ended Year Ended
Dec. 31, 1998 Dec. 31, 1997
Chico, California 89% 86%
Fairfield, California 91% 92%
Ft. Collins, Colorado 81% 84%
LaVerne, California 88% 89%
Littleton, Colorado 87% 81%
Riverside, California 82% 87%
We will keep you informed of the activities of DSI Realty Income Fund VII
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, 1998 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 VII
By: DSI Properties, Inc.
By___________________________
ROBERT J. CONWAY, President
<PAGE>
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
<TABLE> <S> <C>
<ARTICLE> 5
<CIK> 0000719581
<MULTIPLIER> 1
<CURRENCY> U.S. Dollars
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-END> DEC-31-1998
<CASH> 459100
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 9807269
<DEPRECIATION> 7135163
<TOTAL-ASSETS> 3175348
<CURRENT-LIABILITIES> 0
<BONDS> 0
0
0
<COMMON> 0
<OTHER-SE> 0
<TOTAL-LIABILITY-AND-EQUITY> 3175348
<SALES> 2143909
<TOTAL-REVENUES> 2158172
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
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<INCOME-PRETAX> 674637
<INCOME-TAX> 0
<INCOME-CONTINUING> 674637
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 674637
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
