5
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, 1998
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
<TABLE>
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
DEAN WITTER REALTY GROWTH PROPERTIES, L.P.
CONSOLIDATED BALANCE SHEETS
<CAPTION>
September 30,
December 31,
1998 1997
<S> <C>
<C>
ASSETS
Cash and cash equivalents $ 619,388 $
8,481,665
Other assets 1,451
3,338
$ 620,839 $
8,485,003
LIABILITIES AND PARTNERS' CAPITAL (DEFICIENCY)
Accounts payable and accrued expenses $ 84,526 $ 94,014
Partners' capital (deficiency):
General partners (3,267,613)
(3,269,479)
Limited partners ($1,000 per Unit, 78,594 Units issued)
3,803,926 11,660,468
Total partners' capital 536,313
8,390,989
$ 620,839 $
8,485,003
See accompanying notes to consolidated financial statements.
</TABLE>
<TABLE>
DEAN WITTER REALTY GROWTH PROPERTIES, L.P.
CONSOLIDATED STATEMENTS OF OPERATIONS
Three and nine months ended September 1998 and 1997
<CAPTION>
Three months ended Nine
months ended
September 30,
September 30,
1998 1997 1998 1997
<S> <C> <C> <C>
<C>
Revenues:
Interest and other $ 8,287 $ 10,467 $163,525
$ 54,683
Expenses:
General and administrative 25,054 56,214 116,863
110,851
Amortization - 9,309 - 27,927
25,054 65,523 116,863
138,778
Net income (loss) $(16,767) $(55,056) $
46,662 $(84,095)
Net income (loss) allocated to:
Limited partners $(16,096) $(52,854) $
44,796 $(80,731)
General partners (671) (2,202)
1,866 (3,364)
$(16,767) $(55,056) $
46,662 $(84,095)
Net income (loss) per Unit of limited
Partnership interest $ (0.20) $ (0.67) $
0.57 $ (1.03)
See accompanying notes to consolidated financial statements.
</TABLE>
<TABLE>
DEAN WITTER REALTY GROWTH PROPERTIES, L.P.
CONSOLIDATED STATEMENTS OF PARTNERS' CAPITAL DEFICIENCY
Nine months ended September 30, 1998
<CAPTION>
Limited General
Partners Partners Total
<S> <C> <C>
<C>
Partners' capital (deficiency)
at January 1, 1998 $11,660,468
$(3,269,479) $ 8,390,989
Net income 44,796
1,866 46,662
Cash distributions (7,901,338) -
(7,901,338)
Partners' capital (deficiency)
at September 30, 1998 $ 3,803,926
$(3,267,613) $ 536,313
See accompanying notes to consolidated financial statements.
</TABLE>
<TABLE>
DEAN WITTER REALTY GROWTH PROPERTIES, L.P.
CONSOLIDATED STATEMENTS OF CASH FLOWS
Nine months ended September 30, 1998 and 1997
<CAPTION>
1998 1997
<S> <C>
<C>
Cash flows from operating activities:
Net income (loss) $ 46,662 $
(84,095)
Adjustments to reconcile net income (loss) to net cash
provided by operating activities:
Amortization -
27,927
Decrease in:
Sale proceeds receivable -
1,661,039
Other assets 1,887
101,157
Decrease in accounts payable and accrued expenses
(9,488) (225,690)
Net cash provided by operating activities
39,061 1,480,338
Cash flows from financing activities:
Cash distributions (7,901,338)
(10,688,104)
Decrease in cash and cash equivalents (7,862,277)
(9,207,766)
Cash and cash equivalents at beginning of period
8,481,665 10,273,472
Cash and cash equivalents at end of period $
619,388 $ 1,065,706
See accompanying notes to consolidated financial statements.
</TABLE>
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, and in 1997, the Partnership's interest in
Bayport Ltd.'s investment in the Bayport Plaza office
building.
The sale of the Partnership's last remaining property
investment in 1997 effectuated the dissolution of the
Partnership and, accordingly, the Partnership is in the
process of winding up its affairs. After the final
distribution of remaining cash reserves, the
Partnership will terminate.
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,
1997. Operating results of interim periods may not be
indicative of the operating results for the entire
year.
DEAN WITTER REALTY GROWTH PROPERTIES, L.P.
Notes to Consolidated Financial Statements
The Partnership adopted Financial Accounting Standards
Board Statement No. 130, "Reporting Comprehensive
Income" and Statement No. 131, "Disclosures about
Segments of an Enterprise and Related Information,"
during the first quarter of 1998. Adoption of these
standards had no impact on the Partnership's
computation or presentation of net income per Unit of
Limited Partnership interest or other disclosures.
2. Related Party Transactions
Realty performs administrative functions, processes
investor transactions and prepares tax information for
the Partnership. For the nine months ended September
30, 1998 and 1997, the Partnership incurred expenses of
$37,763 and $57,145, respectively, for these services.
3. Litigation
Various public partnerships sponsored by Realty
(including the Partnership and its Managing General
Partner) were defendants in a class action lawsuit. On
July 17, 1998, the Delaware Chancery Court granted the
defendants' motion to dismiss the complaint in the
lawsuit. The Plaintiffs filed a notice of appeal from
the Court's order.
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 Agreement provides that the Partnership
shall terminate upon the sale of the Partnership's last
investment, and that dissolution shall be effective on
the day on which the event arises giving rise to the
dissolution. Accordingly, the Partnership dissolved,
pursuant to the terms of its Partnership Agreement,
effective October 20, 1997, the date on which it sold
its last investment. The Partnership intends to
proceed to wind up its affairs, distribute its
remaining cash reserves and, upon conclusion of
liquidation, terminate its existence by filing a
certificate of cancellation in the office of the
Delaware Secretary of State.
On March 13, 1998, the Partnership distributed a
portion of the proceeds (approximately $3.86 million or
$49.13 per Unit) from the sale of the Bayport Plaza
office building 100% to Limited Partners.
On June 9, 1998, the Partnership distributed the
remaining proceeds from the sale and a portion of
remaining partnership cash (approximately $4.04 million
or $51.41 per Unit) 100% to Limited Partners.
Total cash distributed to the Limited Partners over the
life of the Partnership will be less than the capital
contributed by the Limited Partners.
Operations
Interest and other revenues increased in the nine-month
period ended September 30, 1998 compared to 1997 as a
result of additional cash from the sale of the Bayport
Plaza office building held and invested by the
Partnership until the second quarter distribution to
Limited Partners.
DEAN WITTER REALTY GROWTH PROPERTIES, L.P.
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.
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
On August 14, 1998, the plaintiff in the
Consolidated Action filed a notice of appeal
from the order of the Delaware Chancery Court
which granted the defendants' motion to dismiss
the complaint.
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 - none.
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 16, 1998 By: /s/ E. Davisson Hardman,
Jr. E. Davisson Hardman,
Jr.
President
Date: November 16, 1998 By: /s/Charles M. Charrow
Charles M. Charrow
Controller
(Principal Financial and
Accounting Officer)
DEAN WITTER REALTY GROWTH PROPERTIES, L.P.
Exhibit Index
Quarter Ended September 30, 1998
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
audited financial statements.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-END> SEP-30-1998
<CASH> 619,388
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 620,839<F1>
<CURRENT-LIABILITIES> 0
<BONDS> 0
<COMMON> 0
0
0
<OTHER-SE> 536,313<F2>
<TOTAL-LIABILITY-AND-EQUITY> 620,839<F3>
<SALES> 0
<TOTAL-REVENUES> 163,525<F4>
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 116,863<F5>
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 46,662
<INCOME-TAX> 0
<INCOME-CONTINUING> 46,662
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 46,662
<EPS-PRIMARY> 0.57<F6>
<EPS-DILUTED> 0
<FN>
<F1>In addition to cash, total assets include other assets of $1,451.
<F2>Represents partners' capital.
<F3>Liabilities include accounts payable and other liabilities of $84,526.
<F4>Total revenue includes interest and other revenue.
<F5>Total expense includes general and administrative.
<F6>Represents net income per Unit of limited partnership interest.
</FN>
</TABLE>
