10-Q/A 1 de-yieldplus_033101.txt QUARTERLY REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A [ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the period ended March 31, 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: (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 No X -------- -------- The registrant is filing this Quarterly Report on Form 10-Q/A because it inadvertently failed to file the Form 10-Q for the period ended March 31, 2000 and its August 31, 2000 Form 8-K during the 12 months preceding the original filing of the Report. Accordingly, this Report indicates on the cover page that in the 12 months preceding the filing of its original Report, the registrant did not file all reports required to be filed by Section 13 or Section 15(d) of the Securities Exchange Act of 1934. The registrant has since filed the reports. PART I - FINANCIAL INFORMATION ------------------------------ Item 1. Financial Statements DEAN WITTER REALTY YIELD PLUS, L.P. CONSOLIDATED BALANCE SHEETS March 31, December 31, 2001 2000 -------------------------------------------------------------------------------- ASSETS ------ Cash and cash equivalents $5,265,418 $18,589,178 Other assets 295,060 523,640 -------------------------------------------------------------------------------- $5,560,478 $19,112,818 ================================================================================ LIABILITIES AND PARTNERS' CAPITAL --------------------------------- Accounts payable and other liabilities $ 157,611 $ 310,310 -------------------------------------------------------------------------------- Partners' capital (deficiency): General Partners (7,311,543) (7,308,074) Limited Partners ($20 per Unit, 8,909,969 issued and outstanding) 12,714,410 26,110,582 -------------------------------------------------------------------------------- Total partners' capital 5,402,867 18,802,508 -------------------------------------------------------------------------------- $5,560,478 $19,112,818 ================================================================================ See accompanying notes to consolidated financial statements. DEAN WITTER REALTY YIELD PLUS, L.P. CONSOLIDATED STATEMENTS OF OPERATIONS Three months ended March 31, 2001 and 2000 2001 2000 -------------------------------------------------------------------------------- Revenues: Rental $ -- $ 509,160 Equity in earnings of joint venture -- 451,689 Loss on sale of real estate -- (15,301) Interest and other 125,539 44,410 -------------------------------------------------------------------------------- 125,539 989,958 -------------------------------------------------------------------------------- Expenses: Property operating 119,321 233,938 Depreciation and amortization - 80,053 General and administrative 40,906 37,866 -------------------------------------------------------------------------------- 160,227 351,857 -------------------------------------------------------------------------------- Net (loss) income $ (34,688) $ 638,101 ================================================================================ Net (loss) income allocated to: Limited Partners $ (31,219) $ 574,291 General Partners (3,469) 63,810 -------------------------------------------------------------------------------- $ (34,688) $ 638,101 ================================================================================ Net (loss) income per Unit of limited partnership interest $ 0.00 $ 0.06 ================================================================================ See accompanying notes to consolidated financial statements. DEAN WITTER REALTY YIELD PLUS, L.P. CONSOLIDATED STATEMENT OF PARTNERS' CAPITAL (DEFICIENCY) Three months ended March 31, 2001 Limited General Partners Partners Total -------------------------------------------------------------------------------- Partners' capital (deficiency) at January 1, 2001 $26,110,582 $ (7,308,074) $18,802,508 Net loss (31,219) (3,469) (34,688) Cash distributions (13,364,953) -- (13,364,953) -------------------------------------------------------------------------------- Partners' capital (deficiency) at March 31, 2001 $12,714,410 $ (7,311,543) $5,402,867 ================================================================================ See accompanying notes to consolidated financial statements. DEAN WITTER REALTY YIELD PLUS, L.P. CONSOLIDATED STATEMENTS OF CASH FLOWS Three months ended March 31, 2001 and 2000 2001 2000 -------------------------------------------------------------------------------- Cash flows from operating activities: Net (loss) income $ (34,688) $ 638,101 Adjustments to reconcile net (loss) income to net cash provided by operating activities: Equity in earnings of joint venture -- (451,689) Loss on sale of real estate -- 15,301 Depreciation and amortization -- 80,053 Decrease (increase) in other assets 228,580 (100,455) (Decrease) increase in accounts payable and other liabilities (152,699) 23,589 -------------------------------------------------------------------------------- Net cash provided by operating activities 41,193 204,900 -------------------------------------------------------------------------------- Cash flows from investing activities: Distributions from joint venture -- 393,235 Proceeds from sale of real estate -- 302,844 Additions to real estate -- (39,124) -------------------------------------------------------------------------------- Net cash provided by investing activities: -- 656,955 -------------------------------------------------------------------------------- Cash flows from financing activities: Cash distributions (13,364,953) -- -------------------------------------------------------------------------------- (Decrease) increase in cash and cash equivalents (13,323,760) 861,855 Cash and cash equivalents at beginning of period 18,589,178 2,796,347 -------------------------------------------------------------------------------- Cash and cash equivalents at end of period $ 5,265,418 $ 3,658,202 ================================================================================ 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% general partnership interest in GCGA Limited Partnership ("GCGA"), the partnership which owned the One Congress Street property(sold August 31, 2000), is accounted for under the equity method. The remaining 42% general partnership interest in GCGA is 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 (loss) income per Unit amounts are calculated by dividing net (loss) 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. Summarized income statements of GCGA are as follows: Quarter ended March 31, 2001 2000 -------------------------------------------------------------------------- Revenues $ -- $ 3,511,519 -------------------------------------------------------------------------- Expenses: Interest on second mortgage loan -- 2,106,101 Other interest -- 945,303 Property operating -- 1,310,321 Depreciation and amortization -- 712,370 -------------------------------------------------------------------------- -- 5,074,095 -------------------------------------------------------------------------- Net loss $ -- $(1,562,576) ========================================================================== DEAN WITTER REALTY YIELD PLUS, L.P. Notes to Consolidated Financial Statements The property was sold in August 2000. GCGA's second mortgage loan was a 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 three-month periods ended March 31, 2001 and 2000, the Partnership incurred approximately $9,000 and $17,000, respectively, for these services. These amounts are included in general and administrative expenses. 4. Cash Distributions ------------------ On January 31, 2001, the Partnership paid a distribution, to Limited Partners only, of approximately $13.4 million ($1.50 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 Partnership's cash requirements while the Partnership winds up its affairs. The Partnership plans to distribute the remaining undistributed proceeds from the sale of Deptford Crossing (approximately $700,000, which is payable to Limited Partners only) and Partnership cash reserves when the Partnership concludes winding up its affairs. The Partnership's other assets at March 31, 2001 primarily consist of $270,000 of proceeds from the sale of the Deptford Crossing property which was 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 (the obligations expire June 22, 2001). DEAN WITTER REALTY YIELD PLUS, L.P. 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. The absence of the Partnership's equity in earnings of joint venture in 2001 was due to the loss of operating income resulting from the sale of the One Congress Street property in August 2000. 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. In 2001, property operating expenses primarily consisted of approximately $74,000 in connection with the wind-up of the operations of the Deptford Crossing property and $36,000 in connection with the above-mentioned 401 East Ontario Street litigation. There were no other individually significant factors which caused significant fluctuations in the Partnership's operating results for the quarter ended March 31, 2001 compared to 2000. 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. DEAN WITTER REALTY YIELD PLUS, L.P. PART II - OTHER INFORMATION --------------------------- Item 6. Exhibits and Reports on Form 8-K (a) Exhibits. None. (b) Reports on Form 8-K. None. 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: June 14, 2001 By: /S/ E. Davisson Hardman, Jr. ----------------------------- E. Davisson Hardman, Jr. (President) Date: June 14, 2001 By: /S/ Raymond E. Koch ------------------------------ Raymond E. Koch Controller (Principal Financial and Accounting Officer)