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 September 30, 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: 0-18151
DEAN WITTER REALTY GROWTH PROPERTIES, L.P.
(Exact name of registrant as specified in governing instrument)
Delaware 13-3286866
(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
Page 1 of 14<PAGE>
<PAGE>
<TABLE>
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
DEAN WITTER REALTY GROWTH PROPERTIES, L.P.
CONSOLIDATED BALANCE SHEETS
ASSETS
<CAPTION>
September 30, December 31,
1996 1995
<S> <C> <C>
Real estate held for sale $ 561,000 $ 2,021,342
Real estate:
Buildings and improvements - 47,253,598
Land and land improvements - 4,658,353
- 51,911,951
Accumulated depreciation - 20,984,839
- 30,927,112
Cash and cash equivalents 2,056,580 2,072,917
Deferred expenses, net 214,141 1,277,687
Accounts receivable 192,976 1,671,728
Restricted cash - 3,570,238
Other assets 163,809 295,889
$ 3,188,506 $ 41,836,913
LIABILITIES AND PARTNERS' CAPITAL (DEFICIENCY)
Mortgage note payable $ - $ 42,000,000
Due to affiliates 149 6,385,499
Accounts payable and accrued expenses 257,977 3,085,982
Excess of distributions and losses over
cost of investments in partnerships 7,967,326 7,510,575
Minority interests - 1,583,135
8,225,452 60,565,191
Partners' capital (deficiency):
General partners (3,258,199) (3,298,849)
Limited partners ($1,000 per Unit,
78,594 Units issued) (1,778,747) (15,429,429)
Total partners' capital (deficiency) (5,036,946) (18,728,278)
$ 3,188,506 $ 41,836,913
</TABLE>
See accompanying notes to consolidated financial statements.<PAGE>
<PAGE>
<TABLE>
DEAN WITTER REALTY GROWTH PROPERTIES, L.P.
CONSOLIDATED STATEMENTS OF OPERATIONS
Three and nine months ended September 30, 1996 and 1995
<CAPTION>
Three months ended Nine months ended
September 30 September 30
Revenues: 1996 1995 1996 1995
<S> <C> <C> <C> <C>
Hotel operating $ 1,116,500 $5,272,445 $17,873,765 $20,143,508
Rental - 349,505 - 1,095,016
Interest and other 176,582 33,139 281,248 98,062
1,293,082 5,655,089 18,155,013 21,336,586
Expenses:
Hotel operating 1,356,897 4,555,639 12,604,624 14,851,972
Interest 1,024,900 1,319,332 3,079.643 4,194,648
Property operating - 131,098 33,912 264,191
Depreciation - 589,528 910,874 1,641,738
Amortization 40,850 50,635 139,259 188,837
Equity in net losses of
partnerships 145,986 173,715 456,751 623,385
General and administrative 106,214 112,167 346,040 341,455
(Gain) loss on real
estate sold (42,433,472) (12,110) (42,411,767) 1,031,057
(39,758,625) 6,920,004 (24,840,664) 23,137,283
Income (loss) before
minority interest 41,051,707 (1,264,915) 42,995,677 (1,800,697)
Minority interest in
(income) loss of joint
ventures 46,884 24,991 9,352 22,718
Net income (loss) $41,098,591 $(1,239,924) $43,005,029$(1,777,979)
Net income (loss) allocated to:
Limited partners $41,134,199 $(1,190,327) $42,964,379 $(1,706,860)
General partners (35,608) (49,597) 40,650 (71,119)
$41,098,591 $(1,239,924) $43,005,029 $(1,777,979)
Net income (loss) per Unit
of limited partnership
interest $523.38 $(15.15) $546.66 $ (21.72)
See accompanying notes to consolidated financial statements.
/TABLE
<PAGE>
<PAGE>
<TABLE>
DEAN WITTER REALTY GROWTH PROPERTIES, L.P.
CONSOLIDATED STATEMENT OF PARTNERS' CAPITAL DEFICIENCY
Nine months ended September 30, 1996
<CAPTION>
Limited General
Partners Partners Total
<S> <C> <C> <C>
Partners' capital deficiency
at January 1, 1996 $(15,429,429) $(3,298,849) $(18,728,278)
Cash distributions (29,313,697) - (29,313,697)
Net income 42,964,379 40,650 43,005,029
Partners' capital deficiency
at September 30, 1996 $ (1,778,747) $(3,258,199) $ (5,036,946)
See accompanying notes to consolidated financial statements.
/TABLE
<PAGE>
<PAGE>
<TABLE>
DEAN WITTER REALTY GROWTH PROPERTIES, L.P.
CONSOLIDATED STATEMENTS OF CASH FLOWS
Nine months ended September 30, 1996 and 1995
<CAPTION>
1996 1995
<S> <C> <C>
Cash flows from operating activities:
Net income (loss) $ 43,005,029 $(1,777,979)
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation and amortization 1,050,133 1,830,575
(Gain) loss on real estate (42,411,767) 1,031,057
Minority interest in joint ventures'
operations (9,352) (22,718)
Equity in net losses of partnerships 456,751 623,385
Decrease in:
Accounts receivable 1,478,752 512,077
Restricted cash 3,570,238 265,888
Deferred expenses - 13,026
Other assets 263,284 47,561
(Decrease) increase in:
Accounts payable and accrued expenses (2,828,641) 71,932
Due to affiliates (184,359) (456,388)
Other liabilities 636 (26,632)
Net cash provided by operating activities 4,390,704 2,111,784
Cash flows from investing activities:
Proceeds from sale of real estate 73,213,997 5,764,052
Additions to real estate (106,350) (521,216)
Investment in unconsolidated
partnerships - (39,784)
Net cash provided by
investing activities 73,107,647 5,203,052
Cash flows from financing activities:
Cash distributions to partners (29,313,697) -
Repayment of mortgage notes payable (42,000,000) (6,762,035)
Repayment of loan to affiliates (6,200,991) -
Net cash used in financing activities (77,514,688) (6,762,035)
(Decrease) increase in cash and cash equivalents (16,337) 552,801
Cash and cash equivalents at beginning of period 2,072,917 663,387
Cash and cash equivalents at end of period $ 2,056,580 $ 1,216,188
Supplemental disclosure of cash flow information:
Cash paid for interest $ 3,465,102 $ 3,438,310
See accompanying notes to consolidated financial statements.
/TABLE
<PAGE>
DEAN WITTER REALTY GROWTH PROPERTIES, L.P.
Notes to Consolidated Financial Statements
1. The Partnership
Dean Witter Realty Growth Properties, L.P. (the "Partnership") is a
limited partnership formed in 1985 under the laws of the State of
Delaware. The Managing General Partner of the Partnership is Dean Witter
Realty Growth Properties Inc., which is wholly-owned by Dean Witter
Realty Inc. ("Realty").
The financial statements include the accounts of the Partnership, Bayport
Ltd.'s investment in the Bayport Hotel, and Braker Associates on a
consolidated basis. The Partnership's interest in Peninsula/DW
Associates and Bayport Ltd.'s investment in the Bayport office building
are 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 amounts are calculated by dividing net income
(loss) allocated to 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, consisting only of
normal recurring accruals, necessary to present fairly the results for
the interim periods.
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 December 31, 1995. Operating results of
interim periods may not be indicative of the operating results for the
entire year.
2. Real Estate Investments
The closing of the sale of one of the remaining two parcels of land at
Braker Center, for approximately $856,000 (net of miscellaneous closing
costs of approximately $22,000), occurred in April 1996. Real estate
held for sale consists of the final parcel of land at Braker Center. The
closing of this parcel took place in November 1996, for a sales price
which approximated its carrying value.
In July 1996, the Partnership sold the Bayport Plaza Hyatt Hotel (the
"Hotel") to Hyatt Corporation, the manager of the Hotel, for a net sales
price of approximately $72.2 million, pursuant to Hyatt Corporation's
right of first offer contained in the Hotel management agreement. The
purchase price was paid in cash at closing. A portion of the sales
proceeds was used to repay the mortgage note encumbering the Hotel and
certain balances due to affiliates (see Note 3). In August 1996, the
Partnership made a distribution to the Limited Partners of $29.3 million
DEAN WITTER REALTY GROWTH PROPERTIES, L.P.
Notes to Consolidated Financial Statements
($373 per unit) from the net proceeds from the sale of the Hotel.
In October 1996, the Partnership (through Peninsula/DW Associates, which
is owned 98% by the Partnership) entered into an agreement to sell its
investment interests in Peninsula Office Park for a sale price of
approximately $7.3 million plus additional consideration based on final
valuation of the restaurant site at the property. The Partnership's
interests in Peninsula Office Park are included in excess of
distributions and losses over cost of investments in partnerships at
approximately ($1.2 million). The closing of the sale is expected to
occur in the fourth quarter of 1996.
3. Related Party Transactions
Prior to 1995, the Partnership borrowed funds from an affiliate of Realty
to fund working capital needs and capital expenditures at certain
properties. In May 1996, the Partnership repaid $2,770,000 from the
proceeds from the sale of the Braker Center properties. In July 1996,
the remaining balance of the loan (approximately $400,000) was repaid
from the proceeds of the sale of the Hotel. Interest expense, calculated
at the prime rate was $101,927 in 1996 through the date of repayment and
$196,067 for the nine months ended September 30, 1995.
Additionally, an affiliate of Realty guaranteed a portion of the first
mortgage debt on the Hotel. Advances (all of which were made prior to
1994) by the guarantor to the first mortgage lender under this guaranty
(which constituted loans from the guarantor to the Partnership) totaling
$2,166,098, and accrued interest (approximately $900,000) thereon, were
repaid from the proceeds of the sale of the Hotel. Interest expense,
calculated at the prime rate, was $136,723 in 1996 through the date of
repayment and $181,691 for the nine months ended September 30, 1995.
The Managing General Partner is entitled to a management fee based on a
percentage of distributable cash. Because there was no distributable
cash, the Managing General Partner did not receive a fee in 1996 or 1995.
Prior to 1996, $422,987 of pre-1991 management fees remained unpaid and
the General partners deferred receipt of pre-1991 cash distributions
totalling $262,316. In the third quarter of 1996, the Managing General
Partner determined that such amounts should not be paid and the General
Partners waived any claims thereto.
Realty performs administrative functions, processes investor transactions
and prepares tax information for the Partnership. For the nine months
ended September 30, 1996 and 1995, the Partnership incurred expenses of
$134,070 and $163,811, respectively, for these services. These amounts
are included in general and administrative expense.
4. Litigation
Various public partnerships sponsored by Realty (including the
Partnership and its Managing General Partner) are defendants in a
DEAN WITTER REALTY GROWTH PROPERTIES, L.P.
Notes to Consolidated Financial Statements
consolidated class action lawsuit pending in state court. The complaint
alleges breach of fiduciary duty, and seeks compensatory damages and
equitable relief. The defendants intend to vigorously defend the action.
It is impossible to predict the effect, if any, the outcome of this
action might have on the Partnership's financial statements.
<PAGE>
DEAN WITTER REALTY GROWTH PROPERTIES, L.P.
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations
Liquidity and Capital Resources
The Partnership raised $78,594,000 in a public offering which was
terminated in 1986. The Partnership has no plans to raise additional
capital.
The Partnership used the proceeds from the offering to make leveraged
investments in four properties. No additional investments are planned.
During the second quarter of 1996, the Partnership determined to sell the
Hotel. The closing occurred in July 1996 (see Note 2 to the consolidated
financial statements in Item 1). The Managing General Partner believes
that the timing of the sale took advantage of both the Hotel's improved
operating performance and the current investment environment for hotel
properties.
The closing of the sale of one of the remaining two parcels of land at
Braker Center, for approximately $856,000 (net of miscellaneous closing
costs of approximately $22,000), occurred in April 1996. The closing of
the sale of the second parcel took place in November 1996.
As described in Note 3 to the consolidated financial statements, in May
1996, the Partnership repaid approximately $2.8 million to affiliates
from the proceeds from the sales of Braker Center properties and in July
1996, the Partnership repaid the remaining $3.4 million due to affiliates
from the proceeds from the sale of the Hotel.
As described in Note 2 to the consolidated financial statements, in
October 1996, the Partnership entered into an agreement to sell its
interests in Peninsula Office Park to one of its joint venture partners.
The closing of the sale is expected to occur in the fourth quarter of
1996.
The Partnership's liquidity has depended upon cash flow from operations
of its properties and capital expenditures. For the nine months ended
September 30, 1996, all of the Partnership's property investments
generated positive cash flow from operations.
In addition, the Partnership's liquidity has been affected by the
disposition of the properties at Braker Center and the Hotel and will be
affected by the sale of other Partnership investments. The Partnership's
remaining investments consist of the final parcel of land at Braker
Center (which was disposed of in November 1996), the Bayport Office
Building and the Peninsula Office Park joint venture. The Bayport Office
Building is not expected to produce significant operating cash flow for
the Partnership in the near future. Although the Joint Venture
generates cash flow from operations, it is prohibited from distributing
cash from operations to its partners pursuant to its loan agreement.
Accordingly, subsequent to September 30, 1996, the Partnership will only
DEAN WITTER REALTY GROWTH PROPERTIES, L.P.
realize cash from the closings on the final parcel of land at Braker
Center and the sale of Partnership interests in its remaining
investments.
The Partnership has lent $210,005 to the Peninsula Office Park joint
venture as of September 30, 1996. The loan bears interest at the prime
rate plus 1%. Peninsula Office Park expects to incur capital
expenditures during 1996 of approximately $1 million to be funded from
cash reserves at the joint venture.
The decreases in deferred expenses, accounts receivable, accounts payable
and minority interests are primarily attributable to the Hotel sale. In
addition, the sale resulted in the release of previously restricted cash
balances to the Partnership.
In August 1996, the Partnership made a distribution to the Limited
Partners of approximately $29.3 million ($373 per unit) from the net
proceeds from the sale of the Hotel.
Except as discussed herein 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.
Operations
Fluctuations in the Partnership's operating results for the three- and
nine-months ended September 30, 1996 compared to 1995 are primarily
attributable to the following:
The sale of the Hotel in the third quarter of 1996 caused the decrease
in hotel operating revenues and expenses.
The sale of the Partnership's interests in the properties at Braker
Center in 1995 (and the satisfaction of the related mortgage loans
thereon) caused the decrease in rental income and property operating
expenses.
Interest expense, depreciation and amortization also decreased as a
result of these sales.
The decrease in equity in net losses of partnerships is primarily
attributable to higher rents on new leases at Peninsula Office Park.
A summary of the office markets where the Partnership's properties are
located and the performance of each property is as follows:
The Bayport Plaza Office Building is in a relatively stable market with
only a few large blocks of space available. Leasing activity has slowed
slightly from 1995 levels. The market vacancy rate for Class A buildings
in the Westshore market in Tampa, Florida is approximately 14%. The
downtown Tampa market is significantly weaker, and is competing with the
Westshore market for quality tenants; however, the property's
DEAN WITTER REALTY GROWTH PROPERTIES, L.P
accessability to the Tampa airport and its ability to offer free parking
are competitive advantages. Occupancy at the property decreased during
the quarter ended September 30, 1996 from 100% to 94% because of a lease
expiration. No other significant leases expire prior to 1998.
In San Mateo, CA, the location of Peninsula Office Park, the vacancy rate
was approximately 3% at September 30, 1996, market rents have increased
and speculative office construction has begun. During the third quarter
of 1996, occupancy at Peninsula Office Park increased to 100%. The
17,000 square foot restaurant remains vacant. No significant leases
expire prior to 1998.
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
The following developments have occurred since the filing of the
Partnership's most recent quarterly report on Form 10-Q with respect to
the purported class actions filed against the Partnership.
The Schechtman Action, the Dosky Action and the Segal Action have been
consolidated in a single action (the "Consolidated Action") in the
Delaware Court of Chancery for New Castle County. The plaintiffs in the
Young Action and the Grigbsy Action have joined the Consolidated Action.
The Grigsby Action remains stayed indefinitely subject to being reopened
for good cause.
On October 7, 1996, the plaintiffs in the Consolidated Action filed a
First Consolidated and Amended Class Action Complaint 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. This
complaint alleges breach of fiduciary duty and seeks an accounting of
profits, compensatory damages in an unspecified amount, possible
liquidation of the Partnership under a receiver's supervision and other
equitable relief. The defendants have not yet responded to this
complaint and intend to vigorously defend the action.
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
An exhibit index has been filed as part of this Report on
Page E1.
(b) Reports on Form 8-K - report dated July 18, 1996 as to the
sale of Bayport Plaza Hyatt Hotel.
<PAGE>
DEAN WITTER REALTY GROWTH PROPERTIES, 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 GROWTH
PROPERTIES, L.P.
By: Dean Witter Realty Growth
Properties Inc.
Managing General Partner
Date: November 14, 1996 By: /s/ E. Davisson Hardman, Jr.
E. Davisson Hardman, Jr.
President
Date: November 14, 1996 By: /s/ Lawrence Volpe
Lawrence Volpe
Controller
(Principal Financial and
Accounting Officer)
<PAGE>
DEAN WITTER REALTY GROWTH PROPERTIES, L.P.
Exhibit Index
Quarter Ended September 30, 1996
Exhibit
No. Description
27 Financial Data Schedule
E1
<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>
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-END> SEP-30-1996
<CASH> 2,056,580
<SECURITIES> 0
<RECEIVABLES> 192,976
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 3,188,506<F1>
<CURRENT-LIABILITIES> 0
<BONDS> 0
<COMMON> 0
0
0
<OTHER-SE> (5,036,946)<F2>
<TOTAL-LIABILITY-AND-EQUITY> 3,188,506<F3>
<SALES> 0
<TOTAL-REVENUES> 18,155,013<F4>
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> (27,929,659)<F5>
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 3,079,643
<INCOME-PRETAX> 43,005,029
<INCOME-TAX> 0
<INCOME-CONTINUING> 43,005,029
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 43,005,029
<EPS-PRIMARY> 546.66<F6>
<EPS-DILUTED> 0
<FN>
<F1>In addition to cash and receivables, total assets include real estate held
for sale of $561,000, net deferred expenses of $214,141, and other assets
of $163,809.
<F2>Represents partners' capital deficiency.
<F3>Liabilities include investments in unconsolidated partnerships of
$7,967,326, due to affiliates of $149 and accounts payable and other
liabilities of $257,977.
<F4>Total revenue includes hotel operating revenue of $17,873,765 and
interest and other revenue of $281,248.
<F5>Total expense includes gain on real estate sold of $42,411,767.
<F6>Represents net income per Unit of limited partnership interest.
</FN>
</TABLE>
