7
<PAGE>
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 June 30, 2000
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-
18148
DEAN WITTER REALTY YIELD PLUS,
L.P.
(Exact name of registrant as specified in governing
instrument)
Delaware 13-
3426531
(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) 392-2974
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>
<TABLE>
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
DEAN WITTER REALTY YIELD PLUS, L.P.
CONSOLIDATED BALANCE SHEETS
<CAPTION>
June 30,
December 31,
2000 1999 <S>
<C>
<C>
ASSETS
Real estate:
Land
$
1,770,000 $
1,770,000
Building and improvements
10,927,987
10,728,014
12,697,987 12,498,014
Accumulated depreciation
(2,399,362)
(2,248,131)
10,298,625 10,249,883
Real estate held for sale -
300,000
Investment in joint venture
19,909,156
20,007,478
Cash and cash equivalents
4,307,903
2,796,347
Other assets
506,022
455,025
$
35,021,706 $ 33,808,733
LIABILITIES AND PARTNERS' CAPITAL
Accounts payable and other liabilities $
691,108 $
226,968
Partners' capital (deficiency):
General partners
(7,299,902)
(7,376,315)
Limited partners ($20 per Unit, 8,909,969 Units
issued) 41,630,500
40,958,080
Total partners' capital
34,330,598
33,581,765
$
35,021,706 $ 33,808,733
See accompanying notes to consolidated financial
statements.
</TABLE>
<PAGE>
<TABLE>
DEAN WITTER REALTY YIELD PLUS, L.P.
CONSOLIDATED INCOME STATEMENTS
Three and six months ended June 30, 2000 and 1999
<CAPTION>
Three months ended
Six months ended
June 30,
June 30,
2000
1999
2000 1999
<S> <C> <C> <C>
<C>
Revenues:
Rental $ $ $
$
Equity in earnings of 472,062 461,166 981,222
970,739
joint
venture 373,827
Loss on sale of real 354,778 - 806,467
882,441
estate -
-
Interest and other 94,683
(15,301)
51,559
149,468
95,969
2,002,64 878,399 929,676 1,868,357 8
Expenses:
Property operating (181,735)
Depreciation and 633,246 (453,958) 867,184
amortization
172,148
General and 81,205 90,706 161,258
administrative
88,636
53,216 40,088 91,082
767,667 (323,164) 1,119,524
79,049
Net income $ $
$
110,732 $1,252,84 748,833
1,923,599
0
Net income allocated to:
Limited partners $ $
$
General partners 99,659 $1,127,55 672,420
1,731,239
6
11,073 76,413
192,360
125,284
$ $
$
110,732 $1,252,84 748,833
1,923,599
0
Sd
Net income per Unit of
Limited partnership $ $ Df $
$ $
interest 0.01 0.12 0.08
0.19
See accompanying notes to consolidated financial
statements.
</TABLE>
<PAGE>
<TABLE>
DEAN WITTER REALTY YIELD PLUS, L.P.
CONSOLIDATED STATEMENT OF PARTNERS' CAPITAL
(DEFICIENCY)
Six months ended June 30, 2000
<CAPTION>
Limited
General
Partners
Partners Total
<S>
<C> <C>
<C>
Partners' capital (deficiency)
at January 1, 2000 $40,958,080
$(7,376,315) $33,581,765
Net income 672,420
76,413 748,833
Partners' capital (deficiency)
at June 30, 2000 $41,630,500
$(7,299,902) $34,330,598
See accompanying notes to consolidated financial
statements.
</TABLE>
<PAGE>
<TABLE>
DEAN WITTER REALTY YIELD PLUS, L.P.
CONSOLIDATED STATEMENTS OF CASH FLOWS
Three months ended June 30, 2000 and 1999
<CAPTION>
2000 1999 <S>
<C>
<C>
Cash flows from operating activities:
Net income $
748,833 $
1,923,599
Adjustments to reconcile net income to net cash
provided by operating activities:
Equity in earnings of joint venture (806,467)
(882,441)
Loss on sale of real estate
15,301
- Depreciation and amortization
161,258
172,148
Increase in other assets
(79,169)
(63,029)
Increase(decrease)in accounts payable and other
liabilities 464,140
(128,209)
Net cash provided by operating activities
503,896
1,022,068
Cash flows from investing activities:
Contributions to joint venture
(351,590)
(1,448,794)
Distributions from joint venture
1,256,379
916,070
Proceeds from sale of real estate
302,844
-
Additions to real estate
(199,973)
(146,567)
Net cash provided by (used in) investing
activities 1,007,660
(679,291)
Increase in cash and cash equivalents
1,511,556 342,777
Cash and cash equivalents at beginning of
period
2,796,347
4,555,260
Cash and cash equivalents at end of period $
4,307,903 $ 4,898,037
See accompanying notes to consolidated financial
statements.
</TABLE>
<PAGE>
DEAN WITTER REALTY YIELD PLUS, L.P.
Notes to Consolidated Financial Statements
1. The Partnership
Dean Witter Realty Yield Plus, L.P. (the
"Partnership") is a limited partnership organized
under the laws of the State of Delaware in 1987.
The Managing General Partner of the
Partnership is Dean Witter Realty Yield Plus Inc.,
which is wholly-owned by Dean Witter Realty Inc.
("Realty").
The financial statements include the
accounts of the Partnership, Deptford Crossing
Associates and the entities which jointly
owned the Military Crossing land (sold
February 2000) on a consolidated basis. All
significant intercompany accounts and transactions
have been eliminated.
The Partnership's 58% share of the general
partnership interest in GCGA Limited
Partnership ("GCGA"),the
partnership which owns the One Congress Street
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 per Unit amounts are calculated by
dividing net income 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 necessary to present fairly the
results for the interim periods. Except for the
loss on sale of real estate in 2000 and the
proceeds received in the second quarter of 1999
pursuant to a litigation settlement, 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 December 31, 1999. Operating
results of interim periods may not be indicative
of the operating results for the entire year.
<PAGE>
DEAN WITTER REALTY YIELD PLUS, L.P.
Notes to Consolidated Financial Statements
2. Sale of Real Estate
On February 14, 2000, the Partnership sold
the Military Crossing land to an unaffiliated
party for $350,000. At
closing, the Partnership received proceeds, net
of closing costs, of approximately $303,000;
such proceeds were added to the
Partnership's cash reserves. The Partnership
recognized a loss on this sale of
approximately $15,000, which was allocated
100% to the Limited Partners. At
December 31, 1999, the Partnership had
classified the net book value of the land as
real estate held for sale.
3. Investment in Joint Venture
GCGA has entered into an agreement with an
unaffiliated third party to sell the One
Congress Street property for $118.5 million.
Consummation of the sale is subject to
customary closing costs and conditions, including
final due diligence by the buyer. If the
sale is consummated in accordance with the
agreement and without modification of the sale
price, the Partnership's share of the net sale
proceeds would be approximately $42.5
million after satisfaction of GCGA's first
mortgage loan payable.
There can be no assurance that the sale
contemplated by the agreement will be
consummated and that, if the sale is
consummated, the final sale price would not be
less than $118.5 million.
<PAGE>
<TABLE>
Summarized financial information of GCGA is as
follows: <CAPTION>
Three months ended Six
months ended
June 30,
June 30,
<S> <C> <C> <C> <C>
2000 1999 2000 1999
Revenue $ $ $
$
4,006,59 3,694,33
7,518,10 7,673,21 0
9 9 3
Expenses:
Interest on second
mortgage loan
2,130,68 2,085,87
4,236,78 4,091,72 5
2 6 0
Other interest
944,801 946,737
1,890,10 1,893,93
4 0
Property operating
1,971,28 1,744,45
3,281,60 3,443,41 1
0 2
1
2 5
Depreciation and
amortization 714,073 568,856
1,426,44 1,254,97
3
0
5,760,84 5,345,91
10,834,9 10,684,0 0
5 35 35
Net loss $(1,754, $(1,651,
$(3,316, $(3,010,
250) 576) 826)
822)
GCGA's second mortgage loan is the
participating mortgage loan from the Partnership
(58%) and Dean Witter Realty Yield Plus II, L.P.,
an affiliated public partnership (42%). The
Partnership does not recognize interest income on
its share of the second mortgage loan;
instead, the Partnership recognizes its share
of GCGA's earnings exclusive of GCGA's interest
expense on the second mortgage loan.
4. Related Party Transactions
In 1999, an affiliate of Realty provided property
management services for the Deptford
Crossing property. The
Partnership paid the affiliate management
fees of approximately $29,000 for the six
months ended June 30, 1999. This amount
is included in property operating expenses.
Realty performs administrative functions,
processes certain investor transactions and
prepares tax information for the Partnership.
For the six-month periods ended June 30, 2000
and 1999, the Partnership incurred approximately
$34,000 and $38,000, respectively, for these
services. These amounts are included in
general and administrative expenses.
<PAGE>
DEAN WITTER REALTY YIELD PLUS, L.P.
ITEM 2. MANAGEMENT'S DISCUSSION
AND
ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
Liquidity and Capital Resources
In February 2000, the Partnership sold the
Military Crossing land. See Note 2 to the
consolidated financial statements.
The Managing General Partner is currently
marketing for sale the Deptford Crossing
property. There can be no assurance that the
property will be sold.
The partnership ("GCGA") which owns the One
Congress Street property has entered into an
agreement with an unaffiliated third party to
sell the property for $118.5 million.
Consummation of the sale is subject to
customary closing costs and conditions,
including final due diligence by the buyer.
If the sale is consummated in accordance with
the agreement and without modification of
the sale price, the Partnership's share
of the net sale proceeds would be
approximately $42.5 million after satisfaction
of GCGA's
first mortgage loan payable. Accordingly, if
the sale is consummated in accordance with
the agreement and without modification of the
sale price, the Partnership would expect to
distribute net sale proceeds of approximately
$4.77 per Unit to Limited Partners.
Approximately $4.60 per Unit would be
distributed shortly after the sale and $0.17
per Unit would be distributed approximately six
months after the closing of the sale.
There can be no assurance that the sale
contemplated by the agreement will be
consummated and that, if the sale is
consummated, the final price would not be less
than $118.5 million.
The Partnership will not terminate until
the remaining property interests are sold and
the outstanding litigation brought by the
Partnership with respect to the 401 East
Ontario property (sold in 1998) is resolved.
<PAGE>
The retail market in Deptford, New Jersey, the
location of Deptford Crossing, is an
improving market, with no new significant
construction. During the three months ended June
30, 2000, occupancy at the property remained at
84%. Leases covering approximately 26% and 35%
of the property's space expire in 2001 and
2002, respectively.
The Partnership leased 5% of the space at
Deptford Crossing to a new tenant which will
occupy its space beginning in the third quarter
of 2000. As of June 30, 2000, the Partnership
has a commitment to fund tenant-related capital
expenditures and leasing commissions totaling
$412,000 in connection with the new lease.
The Partnership will use its cash reserves to
fund these expenditures.
The Managing General Partner determined that the
surface of the parking lot at Deptford
Crossing was in need of repair, and after
consulting with an engineer, determined and
planned the necessary repair work. The
repair work was substantially completed during
the second quarter of 2000. Through June 30,
2000, the Partnership incurred repair costs of
approximately $450,000; the total costs of this
repair project are expected to total $485,000.
During the second quarter of 2000, GCGA signed
a lease for all the vacant retail space at the
property to a single new tenant. The tenant
will begin to occupy the vacant space in 2001.
Currently, the One Congress Street building is
100% leased. No leases expire before August
2003.
The Partnership will use its cash reserves to
fund its 58% share (approximately $711,000) of
the capital expenditures and leasing
commissions that GCGA incurs in connection with
the new retail lease. However, if the
Partnership doesn't fully fund theses
expenditures by the time of the closing of the
sale of the One Congress Street property, the
unfunded portion will instead be deducted
from the Partnership's share of the proceeds
from the sale of the property.
In 1998, the Partnership and Dean Witter Realty
Yield Plus II, L.P., an affiliate,
(collectively, the "New GP") identified
several areas of the parking garage at the One
Congress Street property which were in need of
repair, and subsequently, the New GP hired
two engineering firms to investigate the
overall garage space to determine what
additional repairs were required. The New
GP, after
consulting with the
<PAGE>
engineering firms, determined and planned
the necessary repair work. The repair work
began during the second quarter of 2000,
and the New GP expects that the project will
be completed by the end of 2000. GCGA will
expense the costs of these repairs, expected to
total between $2 million and $3 million, as
work progresses. Through June 30, 2000, GCGA
has incurred repair costs of approximately
$550,000.
The Partnership will fund its 58% share of
the parking garage repair costs (up to
$1,740,000) from its cash reserves; through
June 30, 2000, the Partnership incurred
approximately $319,000 of its funding
commitment.
During the three and six months ended June 30,
2000, the Deptford Crossing and One
Congress Street properties
generated positive cash flow from operations,
and it is anticipated that they will
continue to do so (excluding funding of the
repair costs at both properties) for the
remainder of the period the Partnership owns
its interests in them.
During the three and six months ended June 30,
2000, the Partnership's cash flow from
operations and distributions from GCGA
exceeded its capital expenditures (for tenant
improvements and building improvements at
the Deptford Crossing property) and
contributions to GCGA (to fund its share of
repair costs and tenant improvements at the
One Congress Street property). This surplus,
along with the net proceeds received from the
sale of the Military Crossing land, was added
to the Partnership's cash reserves.
The Managing General Partner believes that the
Partnership's cash reserves are adequate for
its needs during the
remainder of 2000.
The Partnership did not pay any cash
distributions during the six months ended June
30, 2000. Generally, future cash distributions
will be paid from proceeds received from the
sales of the One Congress Street and
Deptford Crossing properties and any remaining
cash reserves.
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 may
have a material impact on liquidity.
<PAGE>
Operations
The loss on sale of real estate was
generated by the February 2000 sale of the
Military Crossing land.
In 2000, real estate tax expenses at the One
Congress Street property decreased
significantly; the Partnership's share of such
decrease was approximately $207,000 in both the
first and second quarters of 2000. During the
second quarter of 2000, the Partnership's
share of the One Congress Street repair costs
was approximately $319,000. There were no
other individually significant factors
which caused
fluctuations in the Partnership's equity in
earnings of joint venture in 2000 compared to
1999.
Property operating expenses increased in 2000
primarily due to a) the above-mentioned second
quarter parking lot repair
costs incurred at the Deptford Crossing property
and b) the second quarter 1999 receipt of the
$700,000 cash settlement relating to 401 East
Ontario Street property litigation.
There were no other individually significant
factors which caused fluctuations in the
Partnership's revenues or expenses in 2000
compared to 1999.
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>
DEAN WITTER REALTY YIELD PLUS, L.P.
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.
<PAGE>
DEAN WITTER REALTY YIELD PLUS, 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
YIELD PLUS, L.P.
By: Dean Witter Realty
Yield Plus Inc.
Managing General
Partner
Date: August 14, 2000
By: /S/
E./Davisson Hardman, Jr.
E. Davisson Hardman,
Jr. President
Date: August 14, 2000 By:
/S/ Raymond
E. Koch
Raymond E. Koch
Principal
Accounting Officer <PAGE>
DEAN WITTER REALTY YIELD
PLUS, L.P.
Quarter Ended June 30,
2000
Exhibit Index
Exhibit No. Description
27 Financial Data Schedule
E1
</TABLE>
