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 period ended January 31, 1996
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ________ to ________.
Commission File Number: 0-13260
DEAN WITTER REALTY INCOME PARTNERSHIP I, L.P.
(Exact name of registrant as specified in governing instrument)
Delaware 13-3174553
(State of organization) (IRS Employer Identification No.)
2 World Trade Center, New York, NY 10048
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (212) 392-1054
Former name, former address and former fiscal year, if changed since
last report: not applicable
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
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PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
DEAN WITTER REALTY INCOME PARTNERSHIP I, L.P.
CONSOLIDATED BALANCE SHEETS
January 31, October 31,
1996 1995
ASSETS
<S> <C> <C>
Cash and cash equivalents, at cost
which approximates market $ 3,684,046 $ 3,572,041
Real estate, at cost:
Land 11,379,400 12,230,400
Buildings and improvements 48,962,195 56,550,871
60,341,595 68,781,271
Accumulated depreciation 24,710,427 24,089,561
35,631,168 44,691,710
Investment in joint venture 8,402,653 8,341,537
Deferred leasing commissions, net 266,329 260,912
Other assets 1,649,781 1,429,535
$ 49,633,977 $ 58,295,735
LIABILITIES AND PARTNERS' CAPITAL
Accounts payable and accrued liabilities $ 725,149 $ 808,003
Security deposits 220,300 210,413
Loan from affiliate 4,032,527 4,032,527
Deferred distributions 2,467,674 2,467,674
7,445,650 7,518,617
Partners' capital (deficiency):
General partners (4,148,679) (3,289,800)
Limited partners ($1,000 per Unit,
92,780 Units issued) 46,337,006 54,066,918
Total partners' capital 42,188,327 50,777,118
$ 49,633,977 $ 58,295,735
See accompanying notes to consolidated financial statements.
/TABLE
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<TABLE>
<CAPTION>
DEAN WITTER REALTY INCOME PARTNERSHIP I, L.P.
CONSOLIDATED STATEMENTS OF OPERATIONS
Three months ended January 31, 1996 and 1995
1996 1995
<S> <C> <C>
Revenues:
Rental $ 1,858,302 $ 1,755,391
Equity in earnings of joint venture 158,422 168,944
Interest and other 53,248 22,970
2,069,972 1,947,305
Expenses:
Property operating 780,329 788,303
Depreciation 620,866 633,293
Amortization 53,043 51,864
Interest 88,814 83,913
General and administrative 90,267 107,955
Loss on impairment of real estate 8,510,000 -
10,143,319 1,665,328
Net income (loss) $(8,073,347) $ 281,977
Net income (loss) allocated to:
Limited partners $(7,266,012) $ 253,779
General partners (807,335) 28,198
$(8,073,347) $ 281,977
Net income (loss) per Unit of limited
partnership interest $(78.31) $ 2.74
See accompanying notes to consolidated financial statements.
/TABLE
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<TABLE>
<CAPTION>
DEAN WITTER REALTY INCOME PARTNERSHIP I, L.P.
CONSOLIDATED STATEMENT OF PARTNERS' CAPITAL
Three months ended January 31, 1996
Limited General
Partners Partners Total
<S> <C> <C> <C>
Partners' capital (deficiency)
at November 1, 1995 $ 54,066,918 $(3,289,800) $ 50,777,118
Net loss (7,266,012) (807,335) (8,073,347)
Distributions (463,900) (51,544) (515,444)
Partners' capital (deficiency)
at January 31, 1995 $ 46,337,006 $(4,148,679) $ 42,188,327
See accompanying notes to consolidated financial statements.
</TABLE>
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<TABLE>
<CAPTION>
DEAN WITTER REALTY INCOME PARTNERSHIP I, L.P.
CONSOLIDATED STATEMENTS OF CASH FLOWS
Three months ended January 31, 1996 and 1995
1996 1995
<S> <C> <C>
Cash flows from operating activities:
Net income (loss) $ (8,073,347) $ 281,977
Adjustments to reconcile net income (loss)
to net cash provided by operating activities:
Depreciation 620,866 633,293
Amortization 53,043 51,864
Loss on impairment of real estate 8,510,000 -
Equity in earnings of joint venture (158,422) (168,944)
Increase in operating assets:
Deferred expenses (58,460) (35,429)
Other assets (220,246) (192,371)
(Decrease) increase in operating liabilities:
Accounts payable and accrued liabilities (82,854) (105,518)
Security deposits 9,887 14,878
Net cash provided by operating activities 600,467 479,750
Cash flows from investing activities:
Additions to real estate (70,324) (414,805)
Investment in joint venture (96,319) (240,608)
Distributions from joint venture 193,625 282,836
Net cash provided by (used in) investing
activities 26,982 (372,577)
Cash flows from financing activities:
Distributions (515,444) (347,925)
Increase (decrease) in cash and cash equivalents 112,005 (240,752)
Cash and cash equivalents at
beginning of period 3,572,041 2,230,923
Cash and cash equivalents at end
of period $ 3,684,046 $ 1,990,171
Supplemental disclosure of cash flow information:
Cash paid for interest $ 88,814 $ 83,913
See accompanying notes to consolidated financial statements.
/TABLE
<PAGE>
DEAN WITTER REALTY INCOME PARTNERSHIP I, L.P.
Notes to Consolidated Financial Statements
1. The Partnership
Dean Witter Realty Income Partnership I, L.P. (the "Partnership") is a limited
partnership organized under the laws of the State of Delaware in 1983. The
Partnership's fiscal year ends on October 31.
The financial statements include the accounts of the Partnership and 1718
Connecticut, Ltd. on a consolidated basis. The Partnership's interest in the
Century Square property is accounted for on the equity method.
The Partnership's records are maintained on the accrual basis of accounting for
financial reporting and tax purposes.
Net income (loss) per Unit of limited partnership amounts are calculated by
dividing net income (loss) allocated to the Limited Partners, in accordance with
the Partnership Agreement, by the weighted average number of Units outstanding.
In the opinion of management, the accompanying financial statements, which have
not been audited, include all adjustments necessary to present fairly the
results for the interim period. Except for the losses on impairment of real
estate, such adjustments consist only of normal recurring accruals.
These financial statements should be read in conjunction with the annual
financial statements and notes thereto included in the Partnership's annual
report on Form 10-K filed with the Securities and Exchange Commission for the
year ended October 31, 1995. Operating results of interim periods may not be
indicative of the operating results for the entire year.
2. Real Estate
In the first quarter of fiscal 1996, in accordance with its policies, the
Partnership evaluated the recoverability of its investments in real estate and
concluded that, based on revised expectations as to the holding period of the
properties, the Partnership will be unable to recover its investment in certain
properties. Accordingly, the Partnership has written down to fair value (based
on independent appraisal) its Westwood 10, 1718 Connecticut, Northlake Plaza and
Carmel Park properties and recorded losses on impairment of $2,634,000,
$1,742,000, $1,377,000 and $2,757,000, respectively.
3. Related Party Transactions
An affiliate of the Managing General Partner provided property management
services for six properties for the three months ended January 31, 1996 and
1995. The Partnership paid the affiliate management fees of approximately
$49,709 and $50,000 for the three months ended January 31, 1996 and 1995.
Another affiliate of the Managing General Partner performs administrative
functions, processes certain investor transactions and prepares tax information
for the Partnership. For the three months ended January 31, 1996 and 1995, the
Partnership incurred approximately $52,100 and $69,800, respectively, for these
services.
As of January 31, 1996 the affiliates were owed a total of approximately $23,000
for these services.
Prior to 1990, the Partnership borrowed funds under a line of credit from an
affiliate of the Managing General Partner. The loan bears interest at the prime
rate (8.50% as of January 31, 1996). During the first quarter of fiscal year
1996, the affiliate and the Partnership agreed to amend and restate the
Partnership's borrowing relationship. The Partnership agreed to repay all
outstanding amounts borrowed from the affiliate no later than October 31, 1997.
In addition, advances to the Partnership under the Partnership's line of credit
are capped at $4,500,000.
Through January 31, 1995, the General Partners deferred receipt of distributions
aggregating $2,467,674 to which they are entitled; amounts deferred were charged
against partners' capital and recorded as liabilities to the General Partner.
Beginning with the February 28, 1995 distribution, the General Partners began to
receive their distributions currently.
4. Litigation
Various public partnerships sponsored by Realty (including the Partnership and
its Managing General Partner) have been named as defendants in four class
actions lawsuits pending in state and federal courts. The complaints allege
a variety of claims, including breach of fiduciary duty, fraud,
misrepresentation and related claims, and seek compensatory and other
damages and equitable relief. The defendants have not yet responded to the
complaints and intend to vigorously defend the actions. It is impossible
to predict the effect, if any, the outcome of these actions might have on
the Partnership's financial statements.
5. Subsequent Event
On February 28, 1996, the Partnership paid a cash distribution of $5.00 per
Unit to Limited Partners. The distribution totalled $515,444, with $463,900
distributed to the Limited Partners and $51,544 distributed to the General
Partners.
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DEAN WITTER REALTY INCOME PARTNERSHIP I, L.P.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS.
Liquidity and Capital Resources
The Partnership raised $92,780,000 in a public offering which was terminated in
1984. The Partnership has no plans to raise additional capital.
The Partnership has purchased six properties and has made one investment in a
partnership on an all-cash basis. The Partnership's acquisition program has
been completed. No additional investments are planned.
The condition of the real estate market varies among different regions of the
country and by property type. The relative absence of office construction as
well as growth in business services has resulted in absorption of office space
in cities such as Boston, Charlotte and suburban Chicago (locations of Westwood
10, Carmel Park, and Arlington Business Center, respectively). In contrast,
office vacancy levels in southern California (locations of Harborgate and
Century Square) remain essentially unchanged from the prior year as certain
large corporations and financial companies continue to restructure and
consolidate their operations. In most markets, office construction is
limited to build-to-suit projects. Office/research and development
properties in certain regions are benefiting from growth in the computer,
communications and electronics industries. At retail properties, the demand
for space in 1995 was subdued as a result of generally sluggish retail sales
and competition from large power centers, discounters and reorganized
department stores.
The Partnership's liquidity depends on the cash flow from operations of its
properties and expenditures for tenant improvements and leasing commissions in
connection with the leasing of vacant space. During the three months ended
January 31, 1996, all of the Partnership's properties generated positive cash
flow from operations before capital expenditures, and it is anticipated that
they will continue to do so.
In addition, the Partnership's liquidity will be affected by the sale of the
Partnership's properties. The Managing General Partner believes that, barring
a change in circumstances, it will offer the Partnership's properties for sale
over the next two years. Accordingly, the Managing General Partner currently
plans to (1) offer for sale 1718 Connecticut Avenue, (2) engage real estate
brokers to offer Century Square and Arlington Business Center for sale and (3)
offer Carmel Park for sale during the second half of 1996. The Managing General
Partner currently plans to offer the remaining three properties, Harborgate,
Westwood 10 and North lake Plaza, for sale at the earlier of the completion of
additional leasing at the properties or the first half of 1997. Therefore, the
Partnership currently plans to offer all of its properties for sale by 1997.
However, there can be no assurance that all properties will be sold in 1997.
During the three months ended January 31, 1996, Partnership cash flow from
operations and distributions received from the joint venture exceeded
distributions to partners and capital expenditures. The Partnership expects
that such cash flows for the remainder of 1996 will be sufficient to fund
capital expenditures and distributions to partners. The Partnership cash
distribution rate remained at an annual rate of $20 per Unit.
During the three months ended January 31, 1995, the Partnership incurred
approximately $70,000 of capital expenditures, primarily in connection with the
leasing of space at the Carmel Park office building. The Partnership also
contributed approximately $96,000 to the Century Square joint venture, primarily
for its share of leasing commissions in connection with the extended Countrywide
lease.
As of January 31, 1996, the Partnership has commitments to fund approximately
$801,000 of capital expenditures, primarily relating to the Carmel Park and
Harborgate properties. The Partnership also has commitments to contribute
approximately $125,000, its share of capital expenditures, to the Century Square
Joint Venture.
Except as discussed above and in the consolidated financial statements, the
Managing General Partner is not aware of any trends or events, commitments or
uncertainties that will have a material impact on liquidity.
The increase in other assets during the three months ended January 31, 1996,
primarily resulted from increases in tenant accounts receivable and the accrual
to recognize rental revenue on a straight-line basis.
On February 28, 1996, the Partnership paid the first quarter cash distribution
of $5.00 per Unit to Limited Partners. The total distribution aggregated
$515,444 with $463,900 distributed to the Limited Partners and $51,544
distributed to the General Partners.
Operations
Fluctuations in the Partnership's operations for the three-month period ended
January 31, 1996 compared to 1995 are primarily attributable to the following:
Rental income increased primarily due to increased average occupancy levels at
Westwood 10, 1718 Connecticut and Carmel Park during the first quarter of 1996.
The increase in interest expense was primarily due to higher interest rates in
1996 on the loan from the affiliate.
In the first quarter of fiscal 1996, the Partnership recorded losses on
impairment of the Westwood 10, 1718 Connecticut, Northlake Plaza and Carmel Park
properties totalling $8,510,000. See Note 2 to the consolidated financial
statements.
A summary of the office, retail and research and development building markets
where the Partnership's properties are located and the performance of each
property is as follows:
In Pasadena, California, the location of the Century Square office building, the
overall office market vacancy rate is approximately 15%, and it is expected to
remain at approximately the same level as there has been a noticeable lack of
leasing activity in that market. However, Century Square remained 100% leased
during the year. The property's largest tenant, Countrywide Credit, occupied
84% of the property's rentable space. No leases are due to expire in 1996.
The Los Angeles, California office market, the location of Harborgate, is weak
primarily as a result of cuts in the defense and aerospace industries. The
vacancy rate (including sublet space) in this market has increased to
approximately 29%. Although the property is well located within this market,
there is a limited number of tenants seeking to lease space in this area.
Reduced tenant demand, an oversupply of available space and competition from
surrounding office markets impedes improvement in this market. At January 31,
1996, occupancy at the property was 89%. The property is leased to 10 tenants.
The lease to U.S. Sprint Communications, which occupies approximately 52% of the
property's net rentable space, was renewed until October 31, 2000 subject to
certain termination rights. Included in the U.S. Sprint lease renewal are
tenant improvement costs approximating $490,000 to be spent by the Partnership
over the next two to three years. Lease expirations in 1996 total 7.6% of
total rentable space.
Arlington Business Center, a research and development building is located
in Arlington Heights, Illinois. An improved midwest economy and the absence of
office construction during the past few years have reduced office vacancy levels
in this suburban Chicago market. The vacancy rate in this market is
approximately 16%. However, as of January 31, 1996, occupancy at the property
was 100%. The property is leased to 8 tenants. Tenants occupying more than 10%
of rentable space are Racal Data Communications, CTC International, Inc.,
Digital Equipment, Electronic Prepress and Pitney Bowes. Digital Equipment's
lease, which was due to expire in 1996, was renewed for five years. No other
leases expire in 1996.
Westwood 10, located in Westwood, Massachusetts, has recently experienced
some easing of the oversupply of research and development buildings. The vacancy
rate in this market is approximately 16%. As of January 31, 1996, the property
was 85% leased to 6 tenants. Tenants occupying more than 10% of rentable space
are Executone Information Systems, LIDDS LP, Mobile Media X-Ray, and Mitek
Surgical Products. Leases totaling 3.3% of rental space expire in 1996.
The Washington D.C., office market in which 1718 Connecticut is located
has a vacancy rate of approximately 12% and is expected to get worse as
uncertainties over government cut backs continue. As of January 31, 1996,
occupancy at the property was 98%. The property is leased to 9 tenants.
Tenants occupying more than 10% of rentable space are Policy Studies
Association, Island Press, Embassy of Argentina, Association of American
Publishers, and the Door Store. No leases expire in 1996.
The Charlotte, North Carolina office market, in which Carmel Park is
located, has a vacancy rate of approximately 3%. In this market, there is
little new construction and rental rates have increased slightly. Carmel
Park's occupancy was 99% as of January 31, 1996. The property is leased
to 18 tenants.
Tenants occupying more than 10% of rentable space are CIGNA and Royal
Indemnity. Leases totaling less than 1% of rental space expire in 1996.
Altamonte Springs, Florida, the location of the North Lake Plaza Shopping
Center, is a difficult retail market where overbuilding has exerted downward
pressure on rents and the market vacancy rate is approximately 20%. Occupancy
at the property as of January 31, 1996 was 85%. The property was leased to 13
tenants as of January 31, 1996. Tenants occupying more than 10% of rentable
space are Marshalls and Burlington Coat Factory. In March 1992, Home Depot sub-
leased its space to Burlington Coat Factory for the remainder of the lease
term. Home Depot will remain obligated to pay rent under its lease until the
lease expires. In 1996, no leases expire at this property.
Inflation
Inflation has been consistently low during the periods presented in the
financial statements and, as a result, has not had a significant effect on the
operations of the Partnership or its properties.
<PAGE>
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
On December 27, 1995, a class action lawsuit (the "Grigsby Action") naming
various public real estate partnerships sponsored by Realty (including the
Partnership and its Managing General Partner and Associate General Partner),
Realty, Dean Witter Reynolds Inc. and others as defendants was filed in Superior
Court in California. The complaint alleges fraud, negligent misrepresentation,
intentional and negligent breach of fiduciary duty, unjust enrichment and
related claims and seeks compensatory and punitive damages in unspecified
amounts and injunctive and other equitable relief. The defendants have removed
the case to the United States District Court for the Southern District of
California. The parties have signed a stipulation requesting that the action
be transferred to the United States District Court for the Southern District
of New York. The defendants have not yet responded to the complaint and
intend to vigorously defend the action.
On February 14, 1996, a class action lawsuit (the "Schectman Action") naming
various public real estate partnerships sponsored by Realty (including the
Partnership and its Managing General Partner), Realty, Dean Witter Discover &
Co., and Dean Witter Reynolds Inc. as defendants was filed in the Chancery Court
of Delaware for New Castle County. The complaint alleges reckless and/or
negligent misrepresentation and nondisclosure, breach of fiduciary duty and
related claims and seeks an accounting of profits and rescissory and/or
compensatory damages in unspecified amounts. The defendants have not yet
responded to the complaint and intend to vigorously defend the action.
On February 23, 1996, a class action lawsuit (the "Dosky Action") naming various
public real estate partnerships sponsored by Realty (including the Partnership
and its Managing General Partner), Realty, Dean Witter Discover & Co., Dean
Witter Reynolds Inc. and others as defendants was filed in the Chancery Court of
Delaware for New Castle County. The complaint alleges breach of fiduciary duty
and seeks an accounting of profits, compensatory damages in unspecified amounts,
possible liquidation of the Partnership under a receiver's supervision and other
equitable relief. The defendants have not yet responded to the complaint and
intend to vigorously defend the action.
On February 29, 1996, a class action lawsuit (the "Segel Action") naming various
public real estate partnerships sponsored by Realty (including the Partnership
and its Managing General Partner), Realty, Dean Witter Reynolds Inc., Dean
Witter Discover & Co. and others as defendants was filed in the Chancery Court
of Delaware for New Castle County. The complaint alleges breach of fiduciary
duty and seeks an accounting of profits, compensatory damages in unspecified
amounts, possible liquidation of the Partnership under a receiver's supervision
and other equitable relief. The defendants have not yet responded to the
complaint and intend to vigorously defend the action.
<PAGE>
DEAN WITTER REALTY INCOME PARTNERSHIP I, L.P.
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.
DEAN WITTER REALTY INCOME
PARTNERSHIP I, L.P.
By: Dean Witter Realty Income
Properties I Inc.
Managing General Partner
Date: March 18, 1996 By: /s/E. Davisson Hardman, Jr.
E. Davisson Hardman, Jr.
President
Date: March 18, 1996 By: /s/Lawrence Volpe
Lawrence Volpe
Controller
(Principal Financial and
Accounting Officer)
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
Registrant is a limited partnership which invests in real estate and real
estate joint ventures. In accordance with industry practice, its balance
sheet is unclassified. For full information, refer to the accompanying
unaudited financial statements.
</LEGEND>
<CIK> 0000726315
<NAME> DEAN WITTER REALTY INCOME PARTNERSHIP I, L.P.
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> OCT-31-1996
<PERIOD-END> JAN-31-1996
<CASH> 3,684,046
<SECURITIES> 0
<RECEIVABLES> 1,649,781
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 49,633,977<F1>
<CURRENT-LIABILITIES> 0
<BONDS> 0
<COMMON> 0
0
0
<OTHER-SE> 42,188,327<F2>
<TOTAL-LIABILITY-AND-EQUITY> 49,633,977<F3>
<SALES> 0
<TOTAL-REVENUES> 2,069,972<F4>
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 1,544,505
<LOSS-PROVISION> 8,510,000
<INTEREST-EXPENSE> 88,814
<INCOME-PRETAX> (8,073,347)
<INCOME-TAX> 0
<INCOME-CONTINUING> (8,073,347)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (8,073,347)
<EPS-PRIMARY> (78.31)<F5>
<EPS-DILUTED> 0
<FN>
<F1>In addition to cash and receivables, total assets include net investments
in real estate of $35,631,168, investment in joint venture of $8,402,653 and
net deferred leasing commissions of $266,329.
<F2>Represents partners' capital.
<F3>Liabilities include accounts payable and accrued liabilities of
$725,149, and other liabilities of $6,720,501.
<F4>Total revenue includes rent of $1,858,302, equity in earnings of joint
venture of $158,422, and interest and other revenue of $53,248.
<F5>Represents net loss per Unit of limited partnership interest.
</FN>
</TABLE>
