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 March 31, 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>
<CAPTION>
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
DEAN WITTER REALTY GROWTH PROPERTIES, L.P.
CONSOLIDATED BALANCE SHEETS
<S>
March 31,
December 31,
1998 1997
<C> <C>
ASSETS
Cash and cash equivalents $ 4,666,591 $
8,481,665
Other assets 7,912
3,338
$ 4,674,503 $
8,485,003
LIABILITIES AND PARTNERS' CAPITAL (DEFICIENCY)
Accounts payable and accrued expenses $ 80,838 $
94,014
Partners' capital (deficiency):
General partners (3,266,929)
(3,269,479)
Limited partners ($1,000 per Unit, 78,594 Units issued)
7,860,594 11,660,468
Total partners' capital 4,593,665
8,390,989
$ 4,674,503 $
8,485,003
See accompanying notes to consolidated financial statements.
</TABLE>
<TABLE>
<CAPTION>
DEAN WITTER REALTY GROWTH PROPERTIES, L.P.
CONSOLIDATED STATEMENTS OF OPERATIONS
Three months ended March 31, 1998 and 1997
<S>
1998 1997
<C> <C>
Revenues:
Interest and other $103,795 $
38,957
Expenses:
Amortization - 9,309
General and administrative 40,042 33,410
40,042 42,719
Net income (loss) $ 63,753 $
(3,762)
Net income (loss) allocated to:
Limited partners $ 61,203 $
(3,612)
General partners 2,550 (150)
$ 63,753 $
(3,762)
Net income (loss) per Unit of
limited partnership interest $ 0.78
$ (0.05)
See accompanying notes to consolidated financial statements.
</TABLE>
<TABLE>
<CAPTION>
DEAN WITTER REALTY GROWTH PROPERTIES, L.P.
CONSOLIDATED STATEMENTS OF PARTNERS' CAPITAL DEFICIENCY
Three months ended March 31, 1998
<S>
Limited General
Partners Partners Total
Partners' capital (deficiency) <C> <C> <C>
at January 1, 1998 $ 11,660,468
$(3,269,479) $ 8,390,989
Net income 61,203
2,550 63,753
Cash distributions (3,861,077) -
(3,861,077)
Partners' capital (deficiency)
at March 31, 1998 $ 7,860,594
$(3,266,929) $ 4,593,665
See accompanying notes to consolidated financial statements.
</TABLE>
<TABLE>
<CAPTION>
DEAN WITTER REALTY GROWTH PROPERTIES, L.P.
CONSOLIDATED STATEMENTS OF CASH FLOWS
Three months ended March 31, 1998 and 1997
1998 1997
<S>
<C> <C>
Cash flows from operating activities:
Net income (loss) $ 63,753 $
(3,762)
Adjustments to reconcile net income (loss) to net cash
provided by operating activities:
Amortization -
9,309
Decrease (increase) in:
Sale proceeds receivable -
1,661,039
Other assets (4,574)
8,155
Decrease in accounts payable and accrued expenses
(13,176) (158,776)
Net cash provided by operating activities
46,003 1,515,965
Cash flows from financing activities:
Cash distributions (3,861,077)
(10,688,104)
Decrease in cash and cash equivalents (3,815,074)
(9,172,139)
Cash and cash equivalents at beginning of period
8,481,665 10,273,472
Cash and cash equivalents at end of period $
4,666,591 $ 1,101,333
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.
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 period.
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
DEAN WITTER REALTY GROWTH PROPERTIES, L.P.
Notes to Consolidated Financial Statements
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.
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 three months ended March 31,
1998 and 1997, the Partnership incurred expenses of
$12,158 and $19,047, respectively, for these services.
3. Litigation
Various public partnerships sponsored by Realty
(including the Partnership and its Managing General
Partner) are defendants in a number of class action
lawsuits pending in state and federal courts. The
complaints allege a number of claims, including breach
of fiduciary duty, fraud and misrepresentation and
related claims, and seek compensatory and other damages
and equitable relief. The defendants 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.
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. The amount
and timing of the remaining distribution is uncertain.
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 three-
month period ended March 31, 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 throughout the first quarter of 1998.
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 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: May 14, 1998 By: /s/ E. Davisson Hardman,
Jr. E. Davisson Hardman,
Jr.
President
Date: May 14, 1998 By: /s/ Lawrence Volpe
Lawrence Volpe
Controller
(Principal Financial and
Accounting Officer)
DEAN WITTER REALTY GROWTH PROPERTIES, L.P.
Exhibit Index
Quarter Ended March 31, 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
unaudited financial statements.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-END> MAR-31-1998
<CASH> 4,666,591
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 4,674,503<F1>
<CURRENT-LIABILITIES> 0
<BONDS> 0
<COMMON> 0
0
0
<OTHER-SE> 4,593,665<F2>
<TOTAL-LIABILITY-AND-EQUITY> 4,674,503<F3>
<SALES> 0
<TOTAL-REVENUES> 103,795<F4>
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 40,042<F5>
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 63,753
<INCOME-TAX> 0
<INCOME-CONTINUING> 63,753
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 63,753
<EPS-PRIMARY> 0.78<F6>
<EPS-DILUTED> 0
<FN>
<F1>In addition to cash, total assets include other assets of $7,912.
<F2>Represents partners' capital.
<F3>Liabilities include accounts payable and other liabilities of
$80,838.
<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>
