10-Q 1 de-yp063001_10q.txt QUARTERLY REPORT 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, 2001 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: (800) 829-8585 -------------- 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 [ ] PART I - FINANCIAL INFORMATION ------------------------------ Item 1. Financial Statements DEAN WITTER REALTY YIELD PLUS, L.P. CONSOLIDATED BALANCE SHEETS

See accompanying notes to consolidated financial statements. DEAN WITTER REALTY YIELD PLUS, L.P. CONSOLIDATED INCOME STATEMENTS Three and six months ended June 30, 2001 and 2000

See accompanying notes to consolidated financial statements. DEAN WITTER REALTY YIELD PLUS, L.P. CONSOLIDATED STATEMENT OF PARTNERS' CAPITAL (DEFICIENCY) Six months ended June 30, 2001

See accompanying notes to consolidated financial statements. DEAN WITTER REALTY YIELD PLUS, L.P. CONSOLIDATED STATEMENTS OF CASH FLOWS Six months ended June 30, 2001 and 2000

See accompanying notes to consolidated financial statements. 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 Partnership's last property investments were sold in 2000. The sale of the Deptford Crossing property on December 22, 2000 has effectuated the dissolution of the Partnership. Accordingly, the Partnership is in the process of winding up its affairs, and it plans to terminate. However, the Partnership will not terminate until its litigation with respect to the 401 East Ontario property is resolved. The financial statements include the accounts of the Partnership, Deptford Crossing Associates and the entities which jointly owned the Military Crossing land 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 owned the One Congress Street property (sold August 31, 2000), was accounted for under the equity method. The remaining 42% general partnership interest in GCGA was owned by Dean Witter Realty Yield Plus II, L.P. ("YPII"), an affiliate. 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, such adjustments consist only of normal recurring accruals. DEAN WITTER REALTY YIELD PLUS, L.P. Notes to Consolidated Financial Statements 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, 2000. Operating results of interim periods may not be indicative of the operating results for the entire year. 2. Investment in Joint Venture --------------------------- As part of the One Congress Street sale agreement, GCGA continues to be responsible for completing the repair work it began relating to the parking garage area of the property. At closing of the sale, $1.2 million was deducted from the sale proceeds GCGA received, and placed in escrow to ensure that GCGA would complete and pay for all the required repair work; the Partnership's 58% share of such escrow deposit was approximately $700,000. The Managing General Partner expects that the remaining repair work will be completed in the Summer of 2001, and the funds needed to complete such work will not exceed the amount of the escrow deposit. GCGA can terminate its operations after GCGA determines that the parking garage repair work has been satisfactorily completed. DEAN WITTER REALTY YIELD PLUS, L.P. Notes to Consolidated Financial Statements Summarized financial information of GCGA are as follows:

The property was sold in August 2000. GCGA's second mortgage loan was the participating mortgage loan from the Partnership (58%) and YPII (42%). The Partnership did not recognize interest income on its share of the second mortgage loan; instead, the Partnership recognized 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 certain investor transactions and prepares tax information for the Partnership. For the six-month periods ended June 30, 2001 and 2000, the Partnership incurred approximately $18,000 and $34,000, respectively, for these services. These amounts are included in general and administrative expenses. 4. Distributions ------------- On January 31, 2001, the Partnership paid a distribution, to Limited Partners only, of approximately $13.4 million ($1.50 DEAN WITTER REALTY YIELD PLUS, L.P. Notes to Consolidated Financial Statements per Unit), consisting of approximately $10.2 million ($1.14 per Unit)from a portion of the net proceeds received from the December 2000 sale of the Deptford Crossing property and $3.2 million ($0.36 per Unit) from the remaining undistributed proceeds from the August 2000 sale of the One Congress Street property. 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 ------------------------------- On December 22, 2000, the Partnership sold its last remaining property interest, the Deptford Crossing shopping center. As a result of this sale, all of the properties in which the Partnership had an interest have either been sold to unaffiliated purchasers or lost through foreclosure. 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 occurs giving rise to the dissolution. Accordingly, the Partnership dissolved pursuant to the terms of its Partnership Agreement, effective December 22, 2000, the date the Partnership sold the Deptford Crossing property. However, the Partnership will not wind up its operations until its outstanding litigation with respect to the 401 East Ontario Street property is resolved. The timing of such resolution is uncertain. As discussed in Note 4 to the Financial Statements, on January 31, 2001, the Partnership paid, to Limited Partners only, a distribution of $1.50 per Unit. The Managing General Partner believes that the Partnership's remaining cash reserves are adequate to fund all of the Partnership's cash requirements while the Partnership winds up its affairs. In July 2001, the Partnership received approximately $274,400, the remaining proceeds (plus interest) from the sale of the Deptford Crossing property. Such proceeds had been placed in escrow to secure the Partnership's obligations, if any, pursuant to its representations and warranties in the property's purchase and sale agreement. At June 30, 2001, the Partnership's other assets primarily consisted of a receivable for the proceeds received in July 2001. The Partnership plans to distribute the remaining undistributed proceeds from the sale of Deptford Crossing (approximately $700,000, which is payable to Limited Partners DEAN WITTER REALTY YIELD PLUS, L.P. only) and Partnership cash reserves when the Partnership concludes winding up its affairs. 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. Operations ---------- The absence of rental revenue and depreciation and amortization expenses in 2001 and the decrease in property operating expenses in 2001 compared to 2000 were due to the sale of the Deptford Crossing property in December 2000. During the six months ended June 30, 2001, property operating expenses primarily consisted of approximately $58,000 in connection with the wind-up of the operations of the Deptford Crossing property and $54,000 in connection with the above-mentioned 401 East Ontario Street litigation. The decreases of the Partnership's equity in earnings of joint venture in 2001 compared to 2000 was due to the loss of operating income resulting from the August 2000 sale of the One Congress Street property. The loss on sale of real estate resulted from the February 2000 sale of the Military Crossing land. Interest and other income increased in 2001 compared to 2000 primarily due to the interest earned on the proceeds from the December 2000 sale of the Deptford Crossing property before such proceeds were distributed to the Limited Partners in 2001. There were no other individually significant factors which caused significant fluctuations in the Partnership's operating results for the three- and six-month period ended June 30, 2001 compared to 2000. Inflation --------- Inflation has been consistently low during the periods presented in the financial statements and, as a result, has DEAN WITTER REALTY YIELD PLUS, L.P. 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. None. (b) Reports on Form 8-K. Report on Form 8-K dated August 31, 2000 disclosing the sale of the One Congress Street property by GCGA Limited Partnership. 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 9, 2001 By: /s/ E./Davisson Hardman, Jr. -------------------------------------- E. Davisson Hardman, Jr. (President) Date: August 9, 2001 By: /s/ Raymond E. Koch -------------------------------------- Raymond E. Koch Vice President, Assistant Secretary and Controller (Principal Financial and Accounting Officer)

DEAN WITTER REALTY YIELD PLUS L P 10-Q