5
<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 March 31,
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-
18149
DEAN WITTER REALTY YIELD PLUS II,
L.P.
(Exact name of registrant as specified in governing
instrument)
Delaware 13-3469111
(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>
<TABLE>
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
DEAN WITTER REALTY YIELD PLUS II, L.P.
BALANCE SHEETS
<CAPTION>
March 31,
December 31,
2000 1999
<S>
<C>
<C>
ASSETS
Investment in joint venture
$14,354,019
$14,311,690
Cash and cash equivalents
1,702,872
1,377,357
Other assets
8,961
19,207
$16,065,852 $15,708,254
LIABILITIES AND PARTNERS' CAPITAL
Accounts payable and other liabilities
$ 74,110 $
66,874
Partners' capital:
General partners
3,451,906
3,416,870
Limited partners ($500 per Unit, 173,164
Units
issued) 12,539,836
12,224,510
Total partners' capital
15,991,742
15,641,380
$16,065,852 $15,708,254
See accompanying notes to financial
statements.
</TABLE>
<PAGE>
<TABLE>
DEAN WITTER REALTY YIELD PLUS II, L.P.
INCOME STATEMENTS
Three months ended March 31, 2000 and
1999
<CAPTION>
2000 1999 <S>
<C>
<C>
Revenues:
Equity in earnings of joint venture $
327,085 $ 368,306
Interest and other 40,046
33,310
367,131 401,616
Expenses:
General and administrative 16,769
22,971
Net income $
350,362 $ 378,645
Net income allocated to:
Limited partners $
315,326 $ 340,780
General partners 35,036
37,865
$ 350,362 $ 378,645
Net income per Unit of limited
partnership interest
$ 1.82 $ 1.97
See accompanying notes to financial
statements.
</TABLE>
<PAGE>
<TABLE>
DEAN WITTER REALTY YIELD
PLUS II, L.P.
STATEMENT OF PARTNERS'
CAPITAL Three months
ended March 31, 2000
<CAPTION>
Limited General
Partners Partners Total <S>
<C> <C>
<C>
Partners' capital at January 1, 2000
$12,224,510
$3,416,870
$15,641,380
Net income
315,326
35,036
350,362
Partners' capital at March 31, 2000
$12,539,836
$3,451,906
$15,991,742
See accompanying notes to financial
statements.
</TABLE>
<PAGE>
<TABLE>
DEAN WITTER REALTY YIELD PLUS II, L.P.
STATEMENTS OF CASH FLOWS
Three months ended March 31, 2000 and
1999
<CAPTION>
2000 1999 <S>
<C>
<C>
Cash flows from operating activities:
Net income $
350,362 $
378,645
Adjustments to reconcile net income to
net cash
provided by operating activities:
Equity in earnings of joint venture
(327,085) (368,306)
Decrease in other assets
10,246
626
Increase (decrease)in accounts
payable and other
liabilities
7,236
(3,888)
Net cash provided by
operating activities 40,759 7,077
Cash flows from investing
activities:
Distributions from joint venture
284,756
466,997
Contributions to joint venture
-
(852,763)
Net cash provided by (used in) investing
activities
284,756
(385,766)
Increase (decrease) in cash and cash
equivalents 325,515 (378,689)
Cash and cash equivalents at beginning
of period 1,377,357 2,062,767
Cash and cash equivalents at end of
period $ 1,702,872
$1,684,078
See accompanying notes to financial
statements. </TABLE>
<PAGE>
DEAN WITTER REALTY YIELD PLUS II,
L.P.
Notes to Financial Statements
1. The Partnership
Dean Witter Realty Yield Plus
II,
L.P. (the "Partnership") is a
limited partnership organized
under the laws of the State
of Delaware in 1988. The
Managing General Partner of
the Partnership is Dean Witter
Realty Yield Plus II Inc., which
is wholly-owned by Dean Witter
Realty Inc. ("Realty").
The Partnership's records are
maintained on the accrual basis
of accounting for financial and
tax reporting purposes.
The Partnership's interest in
GCGA Limited Partnership
("GCGA"), the partnership
which owns the the One
Congress Street property, is
accounted for on the equity
method.
Net income per Unit amounts were
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, 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, 1999. Operating
results of interim periods may
not be indicative of the
operating results for the
entire year.
<PAGE>
<TABLE>
DEAN WITTER REALTY YIELD PLUS
II, L.P.
Notes to Financial Statements
<CAPTION>
2. Investment in Joint Venture
Summarized financial information
of GCGA is as follows:
Quarter ended
March 31,
2000
1999 <S>
<C>
<C>
Revenues
$
3,511,519 $
3,978,874
Expenses:
Interest on second mortgage loan
2,106,101 2,005,848
Other interest
945,303
947,193
Property
operating
1,310,321
1,698,965
Depreciation and amortization
712,370 686,114
5,074,095 5,338,120
Net loss
$(1,562,576)
$(1,359,246)
</TABLE>
GCGA's second mortgage loan is the
participating mortgage loan
from the Partnership (42%)
and Dean Witter Realty Yield
Plus, L.P., an affiliated
public partnership (58%). 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.
3. Related Party Transactions
Realty performs administrative
functions, processes investor transactions and
prepares tax information for the Partnership.
During the three-month periods ended March 31,
2000 and 1999, the Partnership incurred
approximately $8,300 and $11,500, respectively,
for these services. These amounts are included in
general and administrative expenses.
<PAGE>
DEAN WITTER REALTY YIELD PLUS II, L.P.
ITEM 2. MANAGEMENT'S
DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
Liquidity and Capital Resources
The Partnership's 42% interest in the
partnership ("GCGA") which owns the One
Congress Street property is the
Partnership's sole property interest.
GCGA has accepted a bid from an
unaffiliated
third party to purchase the
property, and the parties are
currently negotiating the terms of a
purchase and sale agreement. However,
there can be no assurance that the
property will be sold.
The sale of the property would cause
the dissolution of the Partnership;
however, the timing of the final
liquidation of the Partnership is
uncertain at this time.
Currently, the vacancy rate in the
downtown Boston office market, the
location of One Congress Street,
is less than 7% and rental rates in
this
market are increasing. There is no
new significant construction in this
market. During the three months ended
March 31, 2000, occupancy at both the
parking garage and the office space at
the property remained at 100%. GCGA's
lease with the Government Services
Administration which occupies
approximately 82% of the office space
and a portion of the property's
retail space, expires
no earlier than August 1, 2003.
The
lease with the Commonwealth of
Massachusetts, which occupies
the remaining office space, is
scheduled to
expire in
January 2004. The lease for all of
the property's parking lot space with
Kinney
Systems, Inc. expires
in December 2003. The remainder of
the
retail space, which is not
a significant portion of the
overall space, remains
substantially vacant.
GCGA is negotiating a lease
of all the
vacant retail space at the property
to a
single tenant. If GCGA
is successful, it may incur a
significant
amount of
capital expenditures and leasing
commissions to lease the
space. The Partnership will
be responsible for making
additional loans to GCGA to
fund 42% of such
expenditures, if any.
<PAGE>
In 1998, the Partnership and
Dean Witter Realty Yield Plus,
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 spaceto determine what
additional repairs were
required. The New GP, after
consulting with the 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.
The Partnership will be responsible
for making additional loans to GCGA
to fund 42% of such fundings.
The Partnership will fund its
share of additional GCGA loans
from its cash
reserves. However, any costs
of tenant-related expenditures
which have not
been funded by the time of the
closing of the sale of the One
Congress Street property may instead be
deducted from the Partnership's share
of the sale proceeds.
During the quarter ended March 31,
2000, the One Congress Street
property generated positive cash flow
from
operations, and it is anticipated
that the property will continue to
do so (excluding
funding of
the repair costs) during the
period the Partnership owns
its interest in the property.
The Partnership did not pay
any cash distributions during
the quarter ended March 31,
2000. Generally, future cash
distributions will be paid from
proceeds received from the
sale of the One Congress
Street property and any
remaining cash reserves.
During the quarter ended
March 31, 2000, the
Partnership added the
distributions it received
from GCGA and the cash
provided by its operating
activities to cash reserves.
The Managing General
Partner believes that the
Partnership's cash reserves are
adequate for its needs during
the remainder of 2000.
Except as discussed above
and in the financial
statements, the Managing
General Partner is not aware
of any trends or events,
<PAGE>
commitments or uncertainties
that may have a material
impact on liquidity.
Operations
There were no individually
significant factors which
caused fluctuations in the
Partnership's operating
results for the three months
ended March 31, 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
II, 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
II, 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
II, L.P.
By:
Dean Witter Realty Yield Plus
II Inc.
Managing General Partner
Date: May 12, 2000
By:
/s/E. Davisson
Hardman, Jr.
E
.
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Date: May 12, 2000
By: /s/Charles
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Charrow
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Financial and Accounting
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<PAGE>
DEAN WITTER REALTY YIELD PLUS
II, L.P.
Quarter Ended
March 31, 2000
Exhibit Index
Exhibit No.
Description
27
Financial
Data Schedule
E1
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
Registrant is a limited partnership which invests in a real estate joint
venture. 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-31-2000
<PERIOD-END> MAR-31-2000
<CASH> 1,702,872
<SECURITIES> 0
<RECEIVABLES> 8,961
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 16,065,852<F1>
<CURRENT-LIABILITIES> 0
<BONDS> 0
0
0
<COMMON> 0
<OTHER-SE> 15,991,742<F2>
<TOTAL-LIABILITY-AND-EQUITY> 16,065,852<F3>
<SALES> 0
<TOTAL-REVENUES> 367,131(F4)
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 16,769<F5>
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 350,362
<INCOME-TAX> 0
<INCOME-CONTINUING> 350,362
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 350,362
<EPS-BASIC> 1.82<F6>
<EPS-DILUTED> 0
<FN>
<F1>In addition to cash and receivable, total assets include an investment
in unconsolidated partnership of $14,354,019.
<F2>Represents partners' capital.
<F3>Liabilities include accounts payable and other liabilities of $74,110.
<F4>Total revenue includes equity in earnings of unconsolidated partnership
of $327,085 and other revenue of $40,046.
<F5>Other expenses consist of general and administrative expenses.
<F6>Represent net income per Unit of limited partnership interest.
</FN>
</TABLE>
