-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Vh04smtGoK2ClGFL6sFST9nxpXzuRdm4G26NeKLJ1bycRcUxKdomis8b1f9dvgJQ eJMA2y9YqT+nfR22YCFlBg== 0000950135-00-001850.txt : 20000331 0000950135-00-001850.hdr.sgml : 20000331 ACCESSION NUMBER: 0000950135-00-001850 CONFORMED SUBMISSION TYPE: 10-K405 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19991231 FILED AS OF DATE: 20000330 FILER: COMPANY DATA: COMPANY CONFORMED NAME: HANCOCK JOHN REALTY INCOME FUND II LIMITED PARTNERSHIP CENTRAL INDEX KEY: 0000818257 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE [6500] IRS NUMBER: 042969061 STATE OF INCORPORATION: MA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K405 SEC ACT: SEC FILE NUMBER: 000-17664 FILM NUMBER: 587209 BUSINESS ADDRESS: STREET 1: 200 BERKELEY STREET CITY: BOSTON STATE: MA ZIP: 02117 BUSINESS PHONE: 8007225457 10-K405 1 JOHN HANCOCK REALTY INCOME II 1 FORM 10-K SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 (Mark One) [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [FEE REQUIRED] FOR THE FISCAL YEAR ENDED December 31, 1999 ------------------------------------------------------ OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED] FOR THE TRANSITION PERIOD FROM N/A ------------------------------------------------- COMMISSION FILE NUMBER 0-17664 ---------------------------------------------------------- JOHN HANCOCK REALTY INCOME FUND-II LIMITED PARTNERSHIP (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) Massachusetts 04-2969061 (STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER IDENTIFICATION NO.) INCORPORATION OR ORGANIZATION) 200 Clarendon Street, Boston, MA 02116 (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE) REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (800) 722-5457 SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT: None SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT: Units of Investor Limited Partnership Interest 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 ---------- --------- INDICATE BY CHECK MARK IF DISCLOSURE OF DELINQUENT FILERS PURSUANT TO ITEM 405 OF REGULATION S-K IS NOT CONTAINED HEREIN, AND WILL NOT BE CONTAINED, TO THE BEST OF REGISTRANT'S KNOWLEDGE, IN DEFINITIVE PROXY OR INFORMATION STATEMENTS INCORPORATED BY REFERENCE IN PART III OF THIS FORM 10-K OR ANY AMENDMENT TO THIS FORM 10-K. [X] STATE THE AGGREGATE MARKET VALUE OF THE VOTING STOCK HELD BY NON-AFFILIATES OF THE REGISTRANT. THE AGGREGATE MARKET VALUE SHALL BE COMPUTED BY REFERENCE TO THE PRICE AT WHICH THE STOCK WAS SOLD, OR THE AVERAGE BID AND ASKED PRICES OF SUCH STOCK, AS OF A SPECIFIED DATE WITHIN 60 DAYS PRIOR TO THE DATE OF FILING. (SEE DEFINITION OF AFFILIATE IN RULE 405.) Not applicable, since the securities are non-voting NOTE: IF A DETERMINATION AS TO WHETHER A PARTICULAR PERSON OR ENTITY IS AN AFFILIATE CANNOT BE MADE WITHOUT INVOLVING UNREASONABLE EFFORT AND EXPENSE, THE AGGREGATE MARKET VALUE OF THE COMMON STOCK HELD BY NON-AFFILIATES MAY BE CALCULATED ON THE BASIS OF ASSUMPTIONS REASONABLE UNDER THE CIRCUMSTANCES, PROVIDED THAT THE ASSUMPTIONS ARE SET FORTH IN THIS FORM. Exhibit Index on Pages 19 - 23 Page 1 of 24 2 TABLE OF CONTENTS PART I Item 1 Business 3 Item 2 Properties 6 Item 3 Legal Proceedings 6 Item 4 Submission of Matters to a Vote of Security Holders 7 PART II Item 5 Market for the Partnership's Securities and Related Security Holder Matters 7 Item 6 Selected Financial Data 9 Item 7 Management's Discussion and Analysis of Financial Condition and Results of Operations 10 Item 8 Financial Statements and Supplementary Data 14 Item 9 Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 14 PART III Item 10 Directors and Executive Officers of the Registrant 15 Item 11 Executive Compensation 17 Item 12 Security Ownership of Certain Beneficial Owners and Management 17 Item 13 Certain Relationships and Related Transactions 17 PART IV Item 14 Exhibits, Financial Statement Schedules and Reports on Form 8-K 19 Signatures 24 2 3 PART I ITEM 1 - BUSINESS The Registrant, John Hancock Realty Income Fund-II Limited Partnership (the "Partnership"), is a limited partnership organized on June 30, 1987 under the Massachusetts Uniform Limited Partnership Act. As of December 31, 1999, the partners in the Partnership consisted of John Hancock Realty Equities, Inc. (the "General Partner"), John Hancock Realty Funding, Inc. (the "John Hancock Limited Partner"), John Hancock Income Fund-II Assignor, Inc. (the "Assignor Limited Partner") and 4,047 Unitholders (the "Investors"). The Assignor Limited Partner holds 2,601,552 Assignee Units (the "Units") for the benefit of the Investors. The John Hancock Limited Partner, the Assignor Limited Partner and the Investors are collectively referred to as the Limited Partners. The initial capital of the Partnership was $2,000, representing capital contributions of $1,000 by the General Partner and $1,000 by the John Hancock Limited Partner. During the offering period, the John Hancock Limited Partner made additional capital contributions of $4,161,483. The Amended Agreement of Limited Partnership of the Partnership (the "Partnership Agreement") authorized the sale of up to 5,000,000 Units representing economic and certain other rights attributable to Investor Limited Partnership Interests in the Partnership. The Units were offered and sold to the public during the period from October 2, 1987 to January 2, 1989, pursuant to a Registration Statement on Form S-11 under the Securities Act of 1933. The Partnership sold the Units for $20 per Unit. No established public market exists on which the Units may be traded. The Partnership is engaged solely in the business of (i) acquiring, improving, holding for investment and disposing of existing, income-producing retail, industrial, and office properties on an all-cash basis, free and clear of mortgage indebtedness, and (ii) making mortgage loans consisting of conventional first mortgage loans and participating first mortgage loans secured by income-producing retail, industrial and office properties. Although the Partnership's properties were acquired and are held free and clear of mortgage indebtedness, the Partnership may incur mortgage indebtedness on its properties under certain circumstances, as specified in the Partnership Agreement. The latest date on which the Partnership is due to terminate is December 31, 2017, unless it is sooner terminated in accordance with the terms of the Partnership Agreement. It is expected that, in the ordinary course of the Partnership's business, the investments of the Partnership will be disposed of, and the Partnership terminated, before December 31, 2017. The Partnership's equity real estate investments are subject to various risk factors. Although the risks of equity investing are reduced when properties are acquired on an unleveraged basis, the major risk of owning income-producing properties is the possibility that the properties will not generate income sufficient to meet operating expenses and to fund adequate reserves for repairs, replacements, contingencies and anticipated obligations. The income received from properties may be affected by many factors, including: i) adverse changes in general economic conditions and local conditions, such as competitive overbuilding, a decrease in employment, or adverse changes in real estate zoning laws, which may reduce the desirability of real estate in the area and ii) other circumstances over which the Partnership may have little or no control, such as fires, earthquakes and floods. To the extent that the Partnership's properties are leased in any substantial portion to specific retail, industrial or office tenants, the financial failure of any such major tenant, resulting in the termination of the tenant's lease or non-payment of rent when due, would likely cause at least a temporary reduction in cash flow from any such property and might result in a decrease in the market value of that property. Under various federal, state and local laws, ordinances and regulations, an owner or operator of real property may become liable for the costs of removal or remediation of certain hazardous substances released on or in its property. Such laws often impose such liability without regard to whether the owner or operator knew of, or was responsible for, the release of such hazardous substances. If any such substances were found in or on any property owned by the Partnership, the Partnership could be exposed to liability and be required to incur substantial remediation costs. The presence of such substances or the failure to undertake proper remediation could adversely affect the ability to finance, refinance or dispose of such property. 3 4 ITEM 1 - BUSINESS (CONTINUED) On July 15, 1988, the Partnership acquired Park Square Shopping Center, a 137,108 square foot community shopping center located in Brooklyn Park, Minnesota. Over the past few years, the Minneapolis-St. Paul area, which includes Brooklyn Park, has experienced tremendous population growth, fueling an increase in development across all property types. As a result, the supply of new retail properties has outpaced the demand for such space causing an increase in vacancy rates and, therefore, an increase in competition for tenants. This trend is projected to continue for some time. In addition, the Minnesota market, as a whole, has high occupancy costs primarily resulting from one of the highest real estate tax rates in the nation. Given these conditions, the General Partner expects market conditions in Brooklyn Park to remain competitive during 2000 and, therefore, no increase in market rental rates is anticipated. During 1999, the General Partner secured a lease renewal with one tenant occupying 1% of the property, and during 2000 three leases, representing approximately 3% of the property, are scheduled to expire. The General Partner will continue to offer aggressive rental packages in an effort to maintain and improve occupancy at the property. On December 28, 1988, the Partnership acquired a 99.5% interest in JH Quince Orchard Partners (the "Affiliated Joint Venture"), a joint venture between the Partnership and John Hancock Realty Income Fund-III Limited Partnership ("Income Fund-III"). Pursuant to the terms of the partnership agreement of the Affiliated Joint Venture, Income Fund-III had the option, exercisable prior to December 31, 1990, to increase its investment and interest in the Affiliated Joint Venture to 50%. During the second quarter of 1989, Income Fund-III exercised its option and the Partnership sold a 49.5% interest in the Affiliated Joint Venture to Income Fund-III. The Partnership has since held a 50% interest in the Affiliated Joint Venture. On December 28, 1988, the Affiliated Joint Venture contributed 98% of the invested capital of, and acquired a 75% interest in, QOCC-1 Associates, an existing partnership which owns and operates a 99,782 square foot, three-story office building and related land and improvements located in Gaithersburg, Maryland (the "Quince Orchard Corporate Center"). The partnership agreement of QOCC-1 Associates provides that the Affiliated Joint Venture shall contribute 95% of any required additional capital contributions. Of the cumulative total invested capital in QOCC-1 Associates at December 31, 1999, 97.55% has been contributed by the Affiliated Joint Venture. The Affiliated Joint Venture continues to hold a 75% interest in QOCC-1 Associates. The Quince Orchard Corporate Center is leased to Boehringer Mannheim Pharmaceuticals, Inc. under a ten-year lease which expires in February 2004. The tenant has two options under the lease agreement, one, to terminate the lease at the end of its seventy-sixth month, or June 2000, and, two, to extend the term of the lease for an additional five- year period. During the first quarter of 1998, Hoffman-LaRoche, Inc. received approval from the Federal Trade Commission to acquire Boehringer Mannheim Pharmaceuticals, Inc. Subsequently, Hoffman-LaRoche vacated and subleased the space. Hoffman-LaRoche has informed the General Partner that it intends to exercise its right to terminate the lease in June 2000. Real estate conditions in the Washington D.C. area for office space similar to the Quince Orchard Corporate Center continue to improve. The supply of such office space has been unable to keep pace with the demand, resulting in a slight increase in market rents. Further, this condition has given rise to new development in the area. The General Partner does not anticipate that this new development will negatively impact the market and, therefore, expects market conditions to remain favorable through 2000. The General Partner is actively marketing the property and is offering competitive leasing packages in an effort to secure prospective tenants for the building. On July 31, 1989, the Partnership acquired the Miami International Distribution Center ("MIDC"), a 215,019 square foot warehouse/distribution facility located in Miami, Florida. The General Partner acquired MIDC in its own name on an interim basis from a non-affiliated seller on December 20, 1988. As of July 31, 1989 the General Partner transferred title to the Partnership at its original cost. The Miami International Airport is the leading U.S. Airport for international cargo. MIDC's proximity to the airport makes it a desirable facility for those companies dealing in international trade. Although, the demand for warehouse space close to the airport is strong, new facilities continue to become available creating more space for tenants. During the third quarter of 1998 the General Partner secured a new tenant to take occupancy of approximately 29,000 square feet, or 13% of the property for a five year term beginning October 1, 1998. This lease brought occupancy at MIDC to 100%. Due to the securing of this lease at the property, the General Partner listed MIDC for sale during April 1999. On August 9, 1999, the Partnership sold the Miami International Distribution Center to a non-affiliated buyer and received net sales proceeds of $10,693,103. During November 1999, the Partnership distributed $10,676,769 of the net sales proceeds, of which $9,885,898 was distributed to the Investors and $790,871 was distributed to the John Hancock Limited Partner. The Partnership retained $16,334 in working capital reserves, as permitted by the Partnership Agreement. 4 5 ITEM 1 - BUSINESS (CONTINUED) On March 10, 1988, the Partnership made a participating mortgage loan to 205 Newbury Associates, a non-affiliated borrower, secured by a first mortgage on 205 Newbury Street, a 7,029 square foot office and retail property located in Boston, Massachusetts. The loan required the borrower to pay the Partnership on a monthly basis interest only at a fixed interest rate of 9.5% per annum with the entire principal balance due on April 1, 1998. In addition to these amounts, the borrower was also obligated to pay contingent interest payments to the Partnership in the amount of 25% of the net cash flow derived from the operations of the property during the term of the loan and 25% of the Net Appreciated Value of the property (defined in the Contingent Interest Agreement) upon its sale or refinancing. On April 1, 1998, the loan matured and the borrower repaid the entire outstanding principal balance of the loan in the amount of $1,700,000. The Net Appreciated Value of the property was not sufficient to provide the Partnership with any additional amounts. On May 15, 1998, the Partnership distributed $1,685,806 of the repayment proceeds, of which $1,560,931 was distributed to the Investors and $124,875 was distributed to the John Hancock Limited Partner. The Partnership retained $14,194 in working capital reserves. On June 30, 1989, the Partnership made a $5,500,000 mortgage loan to General Camera Corporation ("GCC"), a non-affiliated borrower, secured by a first mortgage on 540 West 36th Street, a 72,000 square foot office/warehouse/service facility located in New York, New York. In addition, the loan was personally guaranteed by the principal stockholders of GCC. Under the original terms of the loan agreement, GCC was required to pay interest only monthly at an annual rate of 11%. During the term of the loan, the loan was amended to require GCC to pay amounts toward the outstanding principal balance and the loan's original maturity date of July 1, 1996 was extended until January 1, 1997. On January 9, 1997, GCC paid the entire outstanding principal balance and all accrued but unpaid interest then due. The proceeds from the repayment of the entire original principal balance of $5,500,000 were distributed to the Limited Partners in the manner described below. On September 20, 1988, the Partnership acquired Fulton Business Park, a warehouse/distribution/office facility located in Atlanta, Georgia. Real estate market conditions for industrial space in Atlanta declined subsequent to the Partnership purchasing the Fulton Business Park. However, beginning in late 1993 vacancies in the Atlanta industrial real estate market declined and rental rates increased. With the gradual improvement in market conditions, Fulton Business Park sustained a stabilized occupancy rate and improved its income and cash flow performance. Given these market conditions and the income performance of the property, the General Partner listed the Fulton Business Park for sale during May 1996. On December 2, 1996, the Partnership sold the Fulton Business Park property to a non-affiliated buyer and received net sales proceeds of $3,313,190. The distribution of the proceeds of this sale is described below. The Partnership received an aggregate amount of $8,813,190 from the net sales proceeds from the Fulton Business Park ($3,313,190) and from cumulative repayments on the GCC mortgage loan ($5,500,000). During February 1997, the Partnership distributed $8,794,287, of which $8,142,858 was distributed to the Investors and $651,429 was distributed to the John Hancock Limited Partner. The Partnership retained $18,903 in working capital reserves, as permitted by the Partnership Agreement. On October 18, 1988, the Partnership made a participating first mortgage loan to Siete Properties IV, secured by a first mortgage on the Siete Square IV Office Building ("Siete Square"), a four-story garden office building located in Phoenix, Arizona. During 1990, the borrower was unable to meet the minimum required debt service payments and on July 25, 1990, the Partnership acquired title to this property by a deed-in-lieu of foreclosure. On December 10, 1992, the Partnership sold Siete Square to a non-affiliated buyer and received net sales proceeds of $1,605,675. Of this amount, during 1993 the Partnership distributed $1,456,869 to the Investors, $116,550 to the John Hancock Limited Partner and retained $32,256 in working capital reserves. Within the power accorded to the General Partner under the terms of the Partnership Agreement, the General Partner contracted, effective as of January 1, 1992, with Hancock Realty Investors Incorporated ("HRI"), a wholly-owned, indirect subsidiary of John Hancock Mutual Life Insurance Company ("John Hancock"), to assist the General Partner in the performance of its management duties as enumerated in the Partnership Agreement. Effective May 28, 1993, HRI subcontracted with John Hancock to assist HRI in the performance of its duties as enumerated in the January 1, 1992 contract. The Partnership has not incurred any additional costs or expenses as a result of these agreements. The General Partner is further described in Item 10 of this Report. Industry segment information has not been provided since the Partnership is engaged in only one industry segment. 5 6 ITEM 2 - PROPERTIES As of December 31, 1999, the Partnership held the following investment portfolio: PARK SQUARE SHOPPING CENTER On July 15, 1988, the Partnership purchased the Park Square Shopping Center ("Park Square") located in Brooklyn Park, Minnesota, from a non-affiliated seller. The property contains approximately 137,108 square feet of rentable space located on a 17 acre site. The average occupancy for Park Square for the year ended December 31, 1999 was 88%. At December 31, 1999, Park Square's occupancy was 88%. JH QUINCE ORCHARD PARTNERS On December 28, 1988, the Partnership acquired a 99.5% interest in JH Quince Orchard Partners (the "Affiliated Joint Venture"), a joint venture between the Partnership and John Hancock Realty Income Fund-III Limited Partnership ("Income Fund-III"). The Partnership had an initial 99.5% interest and Income Fund-III had an initial 0.5% interest in the Affiliated Joint Venture. Pursuant to the partnership agreement of the Affiliated Joint Venture, Income Fund-III had the option, exercisable prior to December 31, 1990, to increase its investment and interest in the Affiliated Joint Venture to 50%. During the second quarter of 1989, Income Fund-III exercised its option and the Partnership sold a 49.5% interest in the Affiliated Joint Venture to Income Fund-III. The Partnership has since held a 50% interest in the Affiliated Joint Venture since the second quarter of 1989. On December 28, 1988, the Affiliated Joint Venture contributed 98% of the invested capital of, and acquired a 75% interest in, QOCC-1 Associates, an existing partnership that owns and operates the Quince Orchard Corporate Center, a three-story office building and related land and improvements located in Gaithersburg, Maryland. The partnership agreement of QOCC-1 Associates provides that the Affiliated Joint Venture contribute 95% of any required additional capital contributions. Of the cumulative total invested capital in QOCC-1 Associates at December 31, 1999, 97.55% has been contributed by the Affiliated Joint Venture. The Affiliated Joint Venture continues to hold a 75% interest in QOCC-1 Associates. The average occupancy for the Quince Orchard Corporate Center for the year ended December 31, 1999 was 100%. At December 31, 1999 Quince Orchard's occupancy was 100%. The current tenant has exercised its right to terminate the lease in June 2000. The foregoing investments of the Partnership are further described in Item 7 of this Report and Notes 5 and 7 to the Financial Statements included in Item 8 of this Report. ITEM 3 - LEGAL PROCEEDINGS In February 1996, a putative class action complaint was filed in the Superior Court in Essex County, New Jersey by a single investor in the Partnership. The complaint named as defendants the Partnership, the General Partner, certain other Affiliates of the General Partner, and certain unnamed officers, directors, employees and agents of the named defendants. The plaintiff sought unspecified damages stemming from alleged misrepresentations and omissions in the marketing and offering materials associated with the Partnership and two limited partnerships affiliated with the Partnership. The complaint alleged, among other things, that the marketing materials for the Partnership and the affiliated limited partnerships did not contain adequate risk disclosures. On March 18, 1997, the court certified a class of investors who were original purchasers in the Partnership. 6 7 ITEM 3 - LEGAL PROCEEDINGS (CONTINUED) The Partnership and the other defendants have answered the complaint, denying the material allegations and raising numerous affirmative defenses. Discovery was conducted, and the Partnership and other defendants have produced documents relating to the plaintiffs' claims. The court ruled on statute of limitations defenses as to certain claims and ordered a hearing as to statute of limitations defenses as to other claims. The parties commenced settlement discussions, which resulted in a settlement agreement that was preliminarily approved by the court on November 10, 1999 and finally approved by the court on December 22, 1999. Under the terms of the settlement, the defendants guaranteed certain minimum returns to class members on their investments and paid fees and expenses for class counsel in an amount determined by the court to be $1.5 million. Payment under the settlement agreement will have no financial impact on the Partnership. In September 1997, a complaint for damages was filed in the Superior Court of the State of California for the County of Los Angeles by an investor in the Partnership. The complaint named the General Partner as a defendant. The plaintiff sought unspecified damages which allegedly arose from the General Partner's refusal to provide, without reasonable precautions on plaintiff's use of, a list of investors in the Partnership and in John Hancock Realty Income Fund Limited Partnership ("RIF"), a limited partnership affiliated with the Partnership. Plaintiff alleges that the General Partner's refusal unconditionally to provide a list was a breach of contract and a breach of the General Partner's fiduciary duty. In 1998, the plaintiff amended the complaint to name the Partnership and RIF as defendants. As a result of the defendants' demurrer (motion to dismiss), in May 1998 plaintiff's additional claims for tortious interference with prospective economic advantage and intentional interference with contract, were dismissed. In addition, as a result of a motion for summary judgment, in August 1998, the court dismissed all claims involving the Partnership, leaving only the breach of contract and breach of fiduciary duty claims involving RIF. On the eve of trial, plaintiffs dismissed without prejudice those claims not previously dismissed by the court, and subsequently filed a notice of appeal from the dismissal of the claims that the court had dismissed on motion. The Partnership has commenced its own action against the plaintiff seeking the court's declaration that the claims that remained on the eve of trial are without merit and seeking to bar the plaintiff from attempting to assert those claims at a later date. The parties commenced settlement discussions which resulted in a settlement agreement on February 18, 2000 terminating all litigation between the parties. The settlement will not have a material adverse impact on the Partnership's financial position. There are no other material pending legal proceedings, other than ordinary routine litigation incidental to the business of the Partnership, to which the Partnership is a party or to which any of its properties is subject. ITEM 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS There were no matters submitted to a vote of security holders of the Partnership during the fourth quarter of 1999. PART II ITEM 5 - MARKET FOR THE PARTNERSHIP'S SECURITIES AND RELATED SECURITY HOLDER MATTERS (a) MARKET INFORMATION The Partnership's outstanding securities consist of 2,601,552 Units originally sold for $20 per Unit. The Units were offered and sold to the public during the period from October 2, 1987 to January 2, 1989. No established public market exists on which the Units may be traded. Consequently, Investors may not be able to liquidate their investments in the event of an emergency, or for any other reason. Additionally, the assignment or other transfer of Units would be subject to compliance with the minimum investment and suitability standards imposed by the Partnership and by applicable law including state "Blue Sky" laws. 7 8 ITEM 5 - MARKET FOR THE PARTNERSHIP'S SECURITIES AND RELATED SECURITY HOLDER MATTERS (CONTINUED) (b) NUMBER OF SECURITY HOLDERS
Number of Record holders Number of Units as of outstanding as of Title of Class December 31, 1999 December 31, 1999 -------------- ----------------- ----------------- Assignee Units 4,047 2,601,552
(c) DIVIDEND HISTORY AND RESTRICTIONS During the fiscal year ended December 31, 1999, the Partnership distributed cash in the aggregate amount of $13,301,889 to the Partners. Of this amount $2,625,120 was generated from Distributable Cash from Operations (defined in the Partnership Agreement), and $10,676,769 was generated from Distributable Cash from Sales, Financings or Repayments (defined in the Partnership Agreement). During the fiscal year ended December 31, 1998, the Partnership distributed cash in the aggregate amount of $4,312,723 to the Partners. Of this amount $2,626,917 was generated from Distributable Cash from Operations (defined in the Partnership Agreement), and $1,685,806 was generated from Distributable Cash from Sales, Financings or Repayments (defined in the Partnership Agreement). The following table reflects cash distributions made during the two-year period ended December 31, 1999:
Amount Paid to Date of Amount of Amount Paid to John Hancock Amount Paid Distribution Distribution Distribution General Partner Limited Partner to Investors Per Unit ------------ ------------ --------------- --------------- -------------- ------------ February 13, 1998 $ 656,958 $ 6,570 $ -- $ 650,388 $ 0.25 May 15, 1998 * 2,342,765 6,570 124,875 2,211,319 0.85 August 14, 1998 656,958 6,570 -- 650,388 0.25 November 13, 1998 656,042 5,654 -- 650,388 0.25 February 12, 1999 656,258 5,870 -- 650,388 0.25 May 14, 1999 656,958 6,570 -- 650,388 0.25 August 13, 1999 656,958 6,570 -- 650,388 0.25 November 15, 1999 * 11,331,715 4,557 790,872 10,536,286 4.05
* Includes Distributable Cash from Sales, Financing or Repayments. The source of future distributions from Cash from Operations is dependent upon cash generated by the Partnership's investments and the use of working capital reserves for leasing costs and capital expenditures. Distributable Cash from Operations during the years ended 1999 and 1998 represent a 6.4% and 6.3% return, respectively, on Investors' Invested Capital. The General Partner anticipates that the Partnership will make distributions of Cash from Operations in 2000 comparable to those made in 1999 and 1998. Distributions of Distributable Cash from Sales, Financings or Repayments in 2000 will be dependent upon the occurrence of sales of Partnership real properties. There can be no assurances that any properties will be sold or how much cash from such sales will be distributable to the Limited Partners, if any. For a further discussion of the financial condition and results of operations of the Partnership see Item 7 of this Report. 8 9 ITEM 6 - SELECTED FINANCIAL DATA The following table sets forth selected financial information regarding the Partnership's financial position and operating results for the five-year period ended December 31, 1999. This information should be read in conjunction with Management's Discussion and Analysis of Financial Condition and Results of Operations and the Financial Statements and Notes thereto, which are included in Items 7 and 8, respectively, of this Report.
Years Ended December 31, 1999 1998 1997 1996 1995 ----------- ----------- ----------- ------------ ----------- Rental income $ 1,849,088 $ 2,118,686 $ 2,160,549 $ 2,505,925 $ 2,447,532 Income from joint venture 730,711 716,157 704,292 701,988 755,198 Interest income 303,698 226,635 395,621 877,475 879,508 Net income 6,922,601 1,460,777 1,868,724 1,602,127 2,414,024 Net income per Unit (b) 2.56 0.56 0.71 0.63 0.92 Ordinary tax income (a) 6,903,459 1,737,938 1,804,532 1,457,094 2,515,024 Ordinary tax income per Unit (b) 2.54 0.66 0.69 0.58 0.96 Cash distributions per Unit from operations 1.00 1.00 1.06 1.16 0.96 Distributable Cash from Sales, Financings or Repayments 10,676,769 1,685,806 5,478,869 3,315,418 -- Cash distribution per Unit from Sales, Financings or Repayments 3.80 0.60 1.95 1.18 -- Cash and cash equivalents at December 31 2,951,442 3,261,458 3,393,737 8,669,990 3,520,394 Total assets at December 31 19,055,403 25,579,774 28,321,090 38,131,131 39,349,380
(a) The ordinary tax income for the Partnership was allocated as follows:
Years Ended December 31, 1999 1998 1997 1996 1995 ----------- ----------- ----------- ------------ ----------- General Partner $ 64,265 $ 17,379 $ 18,045 $ 14,571 $ 25,150 John Hancock Limited Partner 229,597 -- -- (70,487) -- Investors 6,609,597 1,720,559 1,786,487 1,513,010 2,489,874 ----------- ----------- ----------- ------------ ----------- Total $ 6,903,459 $ 1,737,938 $ 1,804,532 $ 1,457,094 $ 2,515,024 =========== =========== =========== ============ ===========
(b) The ordinary tax income per Unit as presented for 1999, 1998, 1997, 1996 and 1995 was computed by dividing the Investors' share of ordinary tax income by the number of Units outstanding during the year. The actual ordinary tax income per Unit has not been presented because the actual ordinary tax income is allocated between tax-exempt and tax-paying entities based upon the respective number of Units held by each entity at December 31, 1999, 1998, 1997, 1996 and 1995. 9 10 ITEM 7 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS GENERAL During the offering period, from October 2, 1987 to January 2, 1989, the Partnership sold 2,601,552 Units representing gross proceeds (exclusive of the John Hancock Limited Partner's contribution, which was used to pay sales commissions) of $52,031,040. The proceeds of the offering were used to acquire investments, fund reserves, and pay acquisition fees and organizational and offering expenses. These investments are described more fully in Items 1 and 2 and Notes 5, 6, 7 and 8 to the Financial Statements included in Item 8 of this Report. IMPACT OF YEAR 2000 The Partnership participated in the Year 2000 remediation project of its parent, John Hancock Life Insurance Company (John Hancock). By late 1999, John Hancock and the Partnership completed their Year 2000 readiness plan to address issues that could result from computer programs written using two digits to define the applicable year rather than four to define the applicable year and century. As a result, John Hancock and the Partnership were prepared for the transition to the Year 2000 and did not experience any significant Year 2000 problems with respect to mission critical information technology ("IT") or non-IT systems, applications or infrastructure. During the date rollover to the year 2000, John Hancock and the Partnership implemented and monitored their millennium rollover plan and conducted business as usual on Monday, January 3, 2000. Since January 3, 2000, the information systems, including mission critical systems, which in the event of a Year 2000 failure would have the greatest impact on operations, have functioned properly. In addition, neither John Hancock nor the Partnership experienced any significant Year 2000 issues related to interactions with material business partners. No disruptions have occurred which impact John Hancock or the Partnership's ability to process claims, update customer accounts, process financial transactions, report accurate data to management and no business interruptions due to Year 2000 issues have been experienced. While John Hancock and the Partnership continue to monitor their systems, and those of material business partners, closely to ensure that no unexpected Year 2000 issues develop, neither John Hancock nor the Partnership have reason, as of the date of this Report, to expect any such issues. FORWARD-LOOKING STATEMENTS In addition to historical information, certain statements contained herein contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Those statements appear in a number of places in this Report and include statements regarding the intent, belief or expectations of the General Partner with respect to, among other things, the prospective sale of Partnership properties, repayment of mortgage loans, actions that would be taken in the event of lack of liquidity, unanticipated leasing costs, repair and maintenance expenses, distributions to the General Partner and to Investors, the possible effects of tenants vacating space at Partnership properties, the absorption of existing retail space in certain geographical areas, impact of the year 2000 on computer systems and the impact of inflation. Forward-looking statements involve numerous known and unknown risks and uncertainties, and they are not guarantees of future performance. The following factors, among others, could cause actual results or performance of the Partnership and future events to differ materially from those expressed or implied in the forward-looking statements: general economic and business conditions; any and all general risks of real estate ownership, including without limitation adverse changes in general economic conditions and adverse local conditions, the fluctuation of rental income from properties, changes in property taxes, utility costs or maintenance costs and insurance, fluctuations of real estate values, competition for tenants, uncertainties about whether real estate sales under contract will close; the ability of the Partnership to sell its properties; and other factors detailed from time to time in the filings with the Securities and Exchange Commission. Readers are cautioned not to place undue reliance on forward-looking statements, which reflect the General Partner's analysis only as of the date hereof. The Partnership assumes no obligation to update forward-looking statements. See also the Partnership's reports to be filed from time to time with the Securities and Exchange Commission pursuant to the Securities Exchange Act of 1934, as amended. 10 11 ITEM 7: MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (CONTINUED) LIQUIDITY AND CAPITAL RESOURCES At December 31, 1999, the Partnership had $2,951,442 in cash and cash equivalents and $119,891 in restricted cash. The Partnership has a working capital reserve with a balance of approximately $2,300,000. The General Partner anticipates that such amount should be sufficient to satisfy the Partnership's general liquidity requirements. The Partnership's liquidity would, however, be materially adversely affected if there were a significant reduction in revenues or significant unanticipated operating costs (including but not limited to litigation expenses), unanticipated leasing costs or unanticipated capital expenditures. If any or all of these events were to occur, to the extent that the working capital reserve would be insufficient to satisfy the cash requirements of the Partnership, it is anticipated that additional funds would be obtained through a reduction of cash distributions to Investors, bank loans, short-term loans from the General Partner or its affiliates, or the sale or financing of Partnership investments. The Partnership incurred $67,594 of leasing costs at the Park Square Shopping Center and Miami International Distribution Center during 1999. The General Partner anticipates that the Partnership will incur approximately $86,000 of leasing costs at the Park Square Shopping Center during 2000. The current balance in the working capital reserve should be sufficient to pay such costs. The Partnership incurred approximately $51,504 of non-recurring repair and maintenance expenses at the Park Square Shopping Center during 1999. The General Partner anticipates that the Partnership will incur approximately $11,000 of non-recurring repair and maintenance expenses at the Park Square Shopping Center during 2000. These expenses will be funded from the operations of the property and are not expected to have a significant impact on the Partnership's liquidity. As of the date of this Report, the Partnership has incurred a total of approximately $525,000 in legal expenses in connection with the class action lawsuit (see Part I, Item 3 of this Report). Of this amount, approximately $315,000 relates to the Partnership's own defense and approximately $210,000 relates to the indemnification of the General Partner and its Affiliates for their defense. In addition, the Partnership incurred approximately $105,000 in legal expenses in connection with the lawsuit filed in the Superior Court of the State of California for the County of Los Angeles by an investor in the Partnership (see Part I, Item 3 of this Report). Of this amount, approximately $70,000 relates to the Partnership's own defense and approximately $35,000 relates to the indemnification of the General Partner and its Affiliates for their defense. These expenses are funded from the operations of the Partnership. At the present time, the General Partner cannot estimate the aggregate amount of legal expenses and indemnification claims to be incurred and their impact on the Partnership's future operations. Liquidity would, however, be materially adversely affected by a significant increase in such legal expenses and related indemnification costs. If such increases were to occur, to the extent that cash from operations and the working capital reserve would be insufficient to satisfy the cash requirements of the Partnership, it is anticipated that additional funds would be obtained through a reduction of cash distributions to Investors, bank loans, short-term loans from the General Partner or its Affiliates, or the sale or financing of Partnership investments. Cash in the amount of $13,301,889 was distributed to the Partners during 1999. Of this amount $2,625,120 was generated from Distributable Cash from Operations (defined in the Partnership Agreement), and $10,676,769 was generated from Distributable Cash from Sales, Financings or Repayments (defined in the Partnership Agreement). These amounts were distributed in accordance with Partnership Agreement and were allocated as follows:
From Distributable From Distributable Cash From Sales, Cash From Financings or Operations Repayments ------------------ ------------------ Investors $2,601,552 $ 9,885,898 John Hancock Limited Partner -- 790,871 General Partner 23,568 -- ---------- ----------- Total $2,625,120 $10,676,769 ========== ===========
11 12 ITEM 7: MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (CONTINUED) LIQUIDITY AND CAPITAL RESOURCES (CONTINUED) The amount distributed to the Investors from Distributable Cash from Operations during 1999 represents a 6.4% annualized return on Investors' Invested Capital. The General Partner anticipates that the Partnership will make distributions from Distributable Cash from Operations in 2000 comparable to those made during 1999. Distributions of Distributable Cash from Sales, Financings or Repayments in 2000 will be dependent upon the occurrence of sales of Partnership real properties. There can be no assurances that any properties will be sold or how much cash from such sales will be distributable to the Limited Partners, if any. The following table summarizes the leasing activity and occupancy status at the Partnership's remaining equity investments during 1999 and scheduled leasing activity for each investment during 2000:
PARK SQUARE QUINCE ORCHARD SHOPPING CTR. CORPORATE CTR. ------------- -------------- Square Footage 137,108 99,782 Occupancy January 1, 1999 88% 100% ======== ====== New Leases 0% 0% Lease Renewals 1% 0% Leases Expired (1%) 0% Occupancy December 31, 1999 88% 100% ======== ====== Leases Scheduled to Expire During 2000 3% 100% ======== ====== Leases Scheduled to Commence During 2000 0% 0% ======== ======
At December 31, 1999, the Park Square Shopping Center's occupancy was 88%. During 1999, the General Partner secured lease renewals with one tenant that occupies 1,480 square feet, or 1%, of the Park Square Shopping Center. During 2000, three tenant's leases, representing approximately 3% of the property, are scheduled to expire. The Brooklyn Park, Minnesota real estate market, where the Park Square Shopping Center is located, continues to experience increasing demand for tenants as the development of more retail space continues. The General Partner expects market conditions in Brooklyn Park to remain competitive during 2000 and, therefore, no increase in market rental rates is anticipated. The Quince Orchard Corporate Center is leased to Boehringer Mannheim Pharmaceuticals, Inc. under a ten-year lease that expires in February 2004. The tenant has two options under the lease agreement, one, to terminate the lease at the end of its seventy-sixth month of the lease, or June 2000, and, two, to extend the term of the lease for an additional five- year period. During the first quarter of 1998, Hoffman-LaRoche, Inc. received approval from the Federal Trade Commission to acquire Boehringer Mannheim Pharmaceuticals, Inc. Subsequently, Hoffman-LaRoche vacated and subleased the space. Hoffman-LaRoche has informed the General Partner that it intends to exercise its right to terminate the lease in June 2000. Real estate conditions in the Washington D.C. area for office space similar to the Quince Orchard Corporate Center continue to improve. The supply of such office space has been unable to keep pace with the demand, resulting in a slight increase in market rents. Further, this condition has given rise to new development in the area. The General Partner does not anticipate that this new development will negatively impact the market and, therefore, expects market conditions to remain favorable through 2000. The General Partner evaluated the carrying value of each of the Partnership's properties and its joint venture investment as of December 31, 1999 by comparing each such carrying value to the related property's future undiscounted cash flows and the then most recent internal appraisal, in order to determine whether an impairment in values existed. Based upon such evaluations, the General Partner determined that no impairment in value existed and, therefore, no write-downs were recorded. 12 13 ITEM 7: MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (CONTINUED) LIQUIDITY AND CAPITAL RESOURCES (CONTINUED) The General Partner will continue to conduct periodic property and investment valuations, using internal or independent appraisals, in order to assist in its evaluation of whether an impairment in value exists on any of the Partnership's investments. RESULTS OF OPERATIONS Average occupancy for the Partnership's equity real estate investments was as follows:
Years Ended December 31, 1999 1998 1997 ---- ---- ---- Park Square Shopping Center 88% 88% 87% Miami International Distribution Center N/A 90% 87% Quince Orchard Corporate Center (Affiliated Joint Venture) 100% 100% 100%
1999 COMPARED WITH 1998 Net income for the year ended December 31, 1999 was $6,922,601, as compared to net income of $1,460,777 in 1998. Included in the results for 1999 is a non-recurring gain in the amount of $5,284,579 which resulted from the sale of the Miami International Distribution Center (MIDC) property in August 1999. Excluding this amount, the Partnership's net income increased by 12% during 1999 as compared to 1998 primarily due to a decrease in general and administrative expenses, an increase in interest income and a decrease in depreciation expense and amortization of deferred expenses. Rental income for the year ended December 31, 1999 decreased by $269,598, or 13%, as compared to 1998. This decrease is primarily due to the sale of the Miami International Distribution Center. Excluding the rental income generated by Miami International Distribution Center, rental income increased slightly between periods. Rental income increased by 5% at the Park Square Shopping Center primarily due to slightly higher average monthly rent received during 1999. Interest income for the year ended December 31, 1999 increased by $77,063, or 34%, as compared to 1998. This increase was primarily due to an increase in working capital reserves during the third quarter of 1999 as a result of the net sales proceeds received from the sale of Miami International Distribution Center in August 1999 that were distributed to Investors in November 1999. Depreciation expense for the year ended December 31, 1999 decreased by $93,536, or 20%, as compared to 1998 due to the sale of the Miami International Distribution Center. General and administrative expenses for the year ended December 31, 1999 decreased by $233,296, or 42%, as compared to 1998 primarily due to a decrease in the time required of the General Partner in managing the activities of the Partnership resulting from the sale of the Miami International Distribution Center. In addition, the Partnership's share of legal expenses relating to the class action complaint decreased slightly between years and the Partnership did not incur legal fees during 1999 in connection with the other lawsuit referred to in Part I Item 3. Amortization of deferred expenses for the year ended December 31, 1999 decreased by $53,459, or 24%, as compared to the same period in 1998. This decrease is primarily due to the sale of the Miami International Business Center. The General Partner believes that inflation has had no significant impact on income from operations during the last three fiscal years, and the General Partner anticipates that inflation will not have a significant impact during 2000. 1998 COMPARED WITH 1997 Net income for the year ended December 31, 1998 was $1,460,777, as compared to net income $1,868,724 in 1997. This decrease of $407,947, or 22%, is primarily due to a decrease in interest income and an increase in general and administrative expenses. 13 14 ITEM 7 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (CONTINUED) RESULTS OF OPERATIONS (CONTINUED) 1998 COMPARED WITH 1997 (CONTINUED) Interest income during 1998 decreased by $168,986, or 43%, as compared to 1997. Interest decreased primarily due to the repayment of the 205 Newbury Associates mortgage loan on April 1, 1998 and to a decline in the interest earned on the net sales/repayment proceeds from the Fulton Business Park property (sold in December 1996) and the General Camera mortgage loan (repaid in January 1997). The Partnership distributed such amounts in February 1997. General and administrative expenses for the year ended December 31, 1998 increased by $203,524, or 59%, primarily due to higher legal fees incurred by the Partnership in connection with the legal proceedings described in Item 3 of Part I of this Report. Excluding the increase in legal fees, general and administrative expenses were consistent between periods. CASH FLOW The following table provides the calculations of Cash from Operations and Distributable Cash from Operations which are calculated in accordance with Section 17 of the Partnership Agreement:
Years Ended December 31, 1999 1998 1997 1996 1995 ---------- ----------- ----------- ----------- ----------- Net cash provided by operating activities (a) $2,366,364 $ 2,583,856 $ 2,796,972 $ 3,560,858 $ 3,361,696 Net change in operating assets and liabilities (a) 93,904 (117,428) 60,393 (112,004) (7,724) ---------- ----------- ----------- ----------- ----------- Net cash provided by operations (a) 2,460,268 2,466,428 2,857,365 3,448,854 3,353,972 Increase in working capital reserves -- -- (176,978) (400,571) (831,254) ---------- ----------- ----------- ----------- ----------- Cash from operations (b) 2,460,268 2,466,428 2,680,387 3,048,283 2,522,718 Decrease in working capital reserves 61,825 159,788 -- -- -- ---------- ----------- ----------- ----------- ----------- Distributable cash from operations (b) $2,522,093 $ 2,626,216 $ 2,680,387 $ 3,048,283 $ 2,522,718 ========== =========== =========== =========== =========== Allocation to General Partner $ 24,603 $ 24,664 $ 26,804 $ 30,483 $ 25,228 Allocation to Investors 2,497,490 2,601,552 2,653,583 3,017,800 2,497,490 Allocation to John Hancock Limited Partner -- -- -- -- -- ---------- ----------- ----------- ----------- ----------- $2,522,093 $ 2,626,216 $ 2,680,387 $ 3,048,283 $ 2,522,718 ========== =========== =========== =========== ===========
(a) Net cash provided by operating activities, net change in operating assets and liabilities, and net cash provided by operations are as calculated in the Statements of Cash Flows included in Item 8 of this Report. (b) As defined in the Partnership Agreement. Distributable Cash from Operations should not be considered as an alternative to net income (i.e. not an indicator of performance) or to reflect cash flows or availability of discretionary funds. During February 2000, the Partnership made a cash distribution in the aggregate amount of $553,232 to the General Partner and the Investors. The distribution was based on Distributable Cash from Operations for the year ended December 31, 1999, less amounts previously distributed during 1999. These amounts were distributed in accordance with the Partnership Agreement and represented a 6.3% annualized return on Investors' Invested Capital. The General Partner anticipates that the Partnership will be able to make cash distributions with respect to Distributable Cash from Operations during 2000 comparable to those made during 1999. ITEM 8 - FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA The response to this Item appears beginning on page F-1 of this Report. The financial statements of QOCC-1 Associates, an investee of the Registrant as of and for the year ended December 31, 1999 are also supplied. ITEM 9 - CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE No events requiring disclosure under this Item have occurred. 14 15 PART III ITEM 10 - DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT (a-b) IDENTIFICATION OF DIRECTORS AND EXECUTIVE OFFICERS By virtue of its organization as a limited partnership, the Partnership has no directors or executive officers. As indicated in Item 1 of this Report, the General Partner of the Partnership is John Hancock Realty Equities, Inc., a Delaware corporation. Pursuant to the terms of the Partnership Agreement, the General Partner is solely responsible for the management of the Partnership's business. The names and ages of the directors and executive officers of the General Partner at December 31, 1999 were as follows:
Name Title Age ---- ----- --- John M. Garrison President and Director 49 Malcolm G. Pittman, III Director 48 Susan M. Shephard Director 47 Virginia H. Lomasney Treasurer (Chief Accounting Officer) 38
The term of office and other positions held by the persons listed above appear in paragraph (e) below. (c) IDENTIFICATION OF CERTAIN SIGNIFICANT PERSONS The General Partner is responsible for the identification, analysis, purchase, operation, and disposal of specific Partnership real estate and mortgage loan investments. The General Partner has established a Real Estate Investment Committee utilizing senior real estate personnel of John Hancock and its affiliates to review each proposed investment. The members of the Real Estate Investment Committee are designated each year at the annual meeting of the Board of Directors of John Hancock Realty Equities, Inc. The current members of the committee are as follows:
Name Title Age ---- ----- --- Edward P. Dowd Senior Vice President of 57 John Hancock's Real Estate Investment Group John M. Garrison Senior Investment Officer of John 49 Hancock's Real Estate Investment Group, President of John Hancock Realty Equities Inc., John M. Nagle Senior Investment Officer of 49 John Hancock's Real Estate Investment Group, Vice President of John Hancock Realty Equities, Inc.
(d) FAMILY RELATIONSHIPS There exist no family relationships among any of the foregoing directors or officers of the General Partner. (e) BUSINESS EXPERIENCE John M. Garrison (age 49) joined John Hancock in 1995 as an Investment Officer. He has been President and a Director of the General Partner, Hancock Realty Investors Incorporated and John Hancock Property Investors Corp. since July 1999. His term as Director of the General Partner expires in May 2000. Mr. Garrison has been a Senior Investment Officer of John Hancock since November 1999. Prior to joining John Hancock, he held a number of positions with the Metropolitan Life Real Estate Investment Group. He holds an M.B.A. from Yale University and a B.A. from Hamilton College. 15 16 ITEM 10 - DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT (CONTINUED) (e) BUSINESS EXPERIENCE (CONTINUED) Malcolm G. Pittman III (age 48) joined John Hancock in 1986 as an Assistant Counsel. He has been a Director of the General Partner since November 1991. His term as a Director of the General Partner expires in May 2000. Mr. Pittman has been a Counsel of John Hancock's Real Estate Law Division since 1993. From 1989 to 1993, he was an Associate Counsel of John Hancock. He holds a J.D. from Yale Law School and a B.A. from Oberlin College. Susan M. Shephard (age 47) joined John Hancock in 1985 as an Attorney. She has been a Director of the General Partner since November 1991. Her term as a Director of the General Partner expires in May 2000. Ms. Shephard has been a Mortgage Investment Officer of John Hancock since 1991. From 1988 to 1991, she was an Associate Counsel of John Hancock and from 1987 to 1988, she was an Assistant Counsel of John Hancock. She holds a J.D. from Georgetown University Law Center and a B.A. from the University of Rhode Island. Virginia H. Lomasney (age 38) joined John Hancock in 1983. She was appointed Treasurer of the General Partner effective March 25, 1999. Ms. Lomasney has been an Associate Investment Officer of John Hancock since 1993. She holds an M.B.A. from Bentley College and a B.S. from Boston University. Edward P. Dowd (age 57) joined John Hancock in 1970. He has been a Director of Hancock Realty Investors, Incorporated since 1991, and a Director of John Hancock Realty Services Corp. and subsidiaries and John Hancock Property Investors Corp. since 1987. Mr. Dowd has been a Senior Vice President of John Hancock since 1991. From 1989 to 1990, he was a Vice President of John Hancock and from 1986 to 1989, he was a Second Vice President of John Hancock. Prior to that time, he held a number of positions including Senior Real Estate Investment Officer and Real Estate Investment Officer of John Hancock. From July 1982 to May 1986, Mr. Dowd was President of the General Partner. He holds an A.B. from Boston College. John M. Nagle (age 49) joined John Hancock in 1979. He has been Vice President of the General Partner, John Hancock Realty Services Corp. and Hancock Realty Investors Incorporated since July 1999. Mr. Nagle has been a Senior Investment Officer of John Hancock since 1987. From 1991 through 1993 he was Vice President of Hancock Realty Investors Incorporated. He holds an M.B.A. and a B.B.A. from the University of Massachusetts at Amherst. (f) INVOLVEMENT IN CERTAIN LEGAL PROCEEDINGS None COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT Under Section 16(a) of the Securities Exchange Act of 1934, as amended, the General Partner's directors and executive officers, as well as any person holding more than ten percent of the Units, are required to report their initial ownership of Units and any subsequent change in such ownership to the Securities and Exchange Commission and the Partnership (such requirements hereinafter referred to as "Section 16(a) filing requirements"). Specific time deadlines for Section 16(a) filing requirements have been established. To the Partnership's knowledge, no officer or director of the General Partner has any ownership interest in the Partnership and no person holds more than ten percent of the Units. 16 17 ITEM 11 - EXECUTIVE COMPENSATION None of the officers or directors of the General Partner or any of the Real Estate Investment Committee members referred to in Item 10(c) receive any current or proposed direct remuneration from the Partnership in their capacities as officers, directors or Real Estate Investment Committee members, pursuant to any standard arrangements or otherwise, nor is any such remuneration currently proposed. In addition, the Partnership has not given and does not propose to give any options, warrants or rights, including stock appreciation rights to any such persons in such capacities. No long-term incentive plan exists with any such persons in such capacities and no remuneration plan or arrangement exists with any such persons resulting from resignation, retirement or any other termination. Therefore, tables relating to these topics have been omitted. Compensation Committee Interlocks and Insider Participation: The Partnership did not have a Compensation Committee in 1999 and does not currently have such a committee. No current or former officer or employee of the General Partner or its Affiliates participated during the 1999 fiscal year in deliberations regarding the General Partner's compensation as it relates to the Partnership. ITEM 12 - SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT (a) SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS No person or group, including the General Partner, is known by the General Partner to own beneficially more than 5% of the Partnership's 2,601,552 outstanding Units as of December 31, 1999. (b) SECURITY OWNERSHIP OF MANAGEMENT. By virtue of its organization as a Limited Partnership, the Partnership has no officers or directors. Neither the General Partner nor any officer or director of the General Partner holds, or possesses the right to acquire, a beneficial ownership of Units. (c) CHANGES IN CONTROL. The Partnership does not know of any arrangements the operations of which may at a subsequent date result in a change of control of the Partnership. ITEM 13 - CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS See Note 4 to the Notes to Financial Statements included in Item 8 of this Report for a description of certain transactions and related amounts paid by the Partnership to the General Partner or its Affiliates during the years ended December 31, 1999, 1998 and 1997. In accordance with the terms of the Partnership Agreement, the General Partner and its Affiliates are entitled to the following types of compensation, fees, profits/(losses), expense reimbursements and distributions: An Affiliate of the General Partner may receive a Property Management Fee for providing property management services for Partnership properties. In such circumstances, the Partnership may pay a fee equal to the amount customarily charged in arm's-length transactions by independent parties rendering comparable services for comparable properties in the localities where such properties are located, but in no event may such fee exceed 6% of the gross receipts of the property under management. To date, no Affiliate of the General Partner has provided property management services to the Partnership and the Partnership did not pay any such fees during the years ended December 31, 1999, 1998 and 1997. An Affiliate of the General Partner is entitled to receive a Mortgage Servicing Fee for providing mortgage servicing services for Partnership mortgage loans. The Partnership may pay a monthly servicing fee equal to the amount customarily charged in arm's-length transactions by independent parties rendering comparable services, but in no event to exceed 1/4 of 1% annually of any mortgage loan serviced under such agreement. The Partnership did not pay any such fees during the years ended December 31, 1999, 1998 and 1997. 17 18 ITEM 13 - CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS (CONTINUED) The General Partner and its Affiliates are also entitled to Reimbursement for Expenses (defined in the Partnership Agreement) relating to the administrative services necessary to the prudent operation of the Partnership, such as legal, accounting, computer, transfer agent and other services. The amounts charged to the Partnership for such administrative services may not exceed the lesser of the General Partner's or such Affiliates' costs or 90% of those which the Partnership would be required to pay to independent parties for similar services in the same geographic area. The Partnership reimbursed the General Partner for $130,140, $228,796 and $205,824 of such expenses during the years ended December 31, 1999, 1998 and 1997, respectively. A Subordinated Disposition Fee (defined in the Partnership Agreement) for selling properties is payable to the General Partner in the amount of 3% of the sales price of each property sold. However, no such Subordinated Disposition Fees may be paid to the General Partner unless and until the Investors and the John Hancock Limited Partner have received a return of their total Invested Capital (defined in the Partnership Agreement) plus the Cumulative Return on Investment (defined in the Partnership Agreement) of 12% per annum for all fiscal years ended prior to the date of payment. Such Subordinated Disposition Fees may not exceed 50% of the competitive real estate commission in the area where the property is located or, together with any other brokerage commission payable to or by any other person, exceed 6% of the contract sales price of such property. The Partnership did not pay any such Subordinated Disposition Fee during the years ended December 31, 1999, 1998 and 1997. A share of the Partnership's Distributable Cash from Operations (defined in the Partnership Agreement) is distributable to the General Partner and may be distributable to the John Hancock Limited Partner. Distributable Cash from Operations is distributed 1% to the General Partner and the remaining 99% among the Investors, the General Partner and the John Hancock Limited Partner, in accordance with Section 8 of the Partnership Agreement (described more fully in Note 3 to the Financial Statements included in Item 8 of this Report). The General Partner's Share of Distributable Cash from Operations was $24,603, $24,664 and $26,804 for the years ended December 31, 1999, 1998 and 1997, respectively. The John Hancock Limited Partner was not entitled to receive any such distributions during 1999, 1998 and 1997. A share of Cash from Sales, Financings or Repayments (defined in the Partnership Agreement) may be distributed to the General Partner and the John Hancock Limited Partner. Cash from Sales, Financings or Repayments are distributable in accordance with Section 8 of the Partnership Agreement (described more fully in Note 3 to the Financial Statements included in Item 8 of this Report). The John Hancock Limited Partner's share of Cash from Sales, Financings or Repayments was $790,872, $124,875 and $405,842 during the years ended December 31, 1999, 1998 and 1997, respectively. In accordance with the Partnership Agreement, the General Partner was not entitled to receive any such distributions during 1999, 1998 and 1997. A share of the Partnership's Profits or Losses for tax purposes is allocable to the General Partner and the John Hancock Limited Partner. Such allocation generally approximates, insofar as practicable, their percentage share of Distributable Cash from Operations and of Cash from Sales, Financings or Repayments. The General Partner will generally be allocated 1% of Partnership Losses for tax purposes, and the John Hancock Limited Partner will be allocated tax losses associated with the Partnership's sales commissions funded by the John Hancock Limited Partner's Capital Contributions. The General Partner's Share of such Profits and Losses were profits of $64,265, $17,379 and $18,045 during the years ended December 31, 1999, 1998 and 1997, respectively. The John Hancock Limited Partner's share of such Profits and Losses were profits of $229,597, $0 and $0 during the years ended December 31, 1999, 1998, and 1997, respectively. This table reflects all compensation, fees, profits/(losses), expense reimbursements and distributions made by the Partnership to the General Partner and/or its Affiliates for the three year period ended December 31, 1999:
Years Ended December 31, 1999 1998 1997 ---- ---- ---- Reimbursement for Operating Expenses $130,140 $228,796 $205,824 General Partner Share of Distributable Cash from Operations 24,603 24,664 26,804 John Hancock Limited Partner's share of Cash from Sales, Financings or Repayments 790,872 124,875 405,842 General Partner Share of Profits/ (Losses) for tax purposes 64,265 17,379 18,045 John Hancock Limited Partner's Share of Profits/(Losses) for tax purposes 229,597 -- --
18 19 ITEM 13 - CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS (CONTINUED) The Partnership provides indemnification to the General Partner and its Affiliates (defined in the Partnership Agreement) for acts or omissions of the General Partner or its Affiliates performed in good faith on behalf of the Partnership, subject to certain specified exceptions, as described in the following paragraph. The General Partner and its Affiliates performing services on behalf of the Partnership shall be entitled to indemnity from the Partnership for any loss, damage, or claim by reason of any act performed or omitted to be performed by the General Partner or such Affiliates in good faith on behalf of the Partnership and in a manner within the scope of the authority granted to the General Partner by the Partnership Agreement and in the best interest of the Partnership, except that they shall not be entitled to be indemnified in respect of any loss, damage, or claim incurred by reason of fraud, negligence, misconduct, or breach of fiduciary duty. Any indemnity shall be provided out of and to the extent of Partnership assets only. The Partnership shall not advance any funds to the General Partner or its Affiliates for legal expenses and other costs incurred as a result of any legal action initiated against the General Partner or its Affiliates by a Limited Partner in the Partnership, except under certain specified circumstances. The General Partner believes that this indemnification applies to costs incurred in the legal proceedings described in Item 3 of Part I of this Report. Accordingly, the Partnership indemnified the General Partner and its Affiliates for costs of $31,787, $117,884 and $54,092 relating to such legal proceedings in the years ended December 31, 1999, 1998 and 1997, respectively. PART IV ITEM 14 - EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K (a) (1) and (2) - Listed on Index to Financial Statements and Financial Statement Schedules. (3) - Listing of Exhibits
PAGE NUMBER OR EXHIBIT PAGE NUMBER OR NUMBER UNDER INCORPORATION BY REGULATION S-K DESCRIPTION REFERENCE -------------- ----------- ---------------- 4 Instruments defining the rights of security holders 4.1 Amended Agreement of Exhibit A to the Prospectus Limited Partnership* filed under the Partnership's Amendment No. 1 to Form S-11 Registration Statement (File 33-15630) 4.2 Subscription Agreement Exhibit C to the Prospectus Signature Page and Power of filed under the Partnership's Attorney whereby a subscriber Form S-11 Registration agrees to purchase Units and Statement adopts the provisions of the (File 33-15630) Amended Agreement of Limited Partnership* 4.3 Copy of Certificate of Exhibit 4.3 to the Partnership's Limited Partnership filed Form S-11 Registration with the Massachusetts Secretary Statement of State on June 30, 1987* (File 33-15630) 4.4 Copy of First Amendment and Exhibit 4.4 to the Restatement of Certificate Partnership's of Limited Partnership filed Amendment No. 1 to with the Massachusetts Secretary Form S-11 of State on September 28, 1987* Registration Statement (File 33-15630)
19 20 ITEM 14 - EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K (CONTINUED) 10 Material contracts and other documents 10.1 Form of Escrow Agreement* Exhibit 10.1 to the Partnership's Form S-11 Registration Statement (File 33-15630) 10.2 Letter from John Hancock Exhibit 10.2 to the Subsidiaries, Inc. containing Partnership's Form S-11 undertaking as to the net Registration Statement worth of the General Partner* (File 33-15630) 10.3 Documents relating to 205 Newbury Street (a) Promissory Note between Exhibit 10.3(a) to John Hancock Realty Income the Partnership's Fund-II Limited Partnership Report on Form 10-K and Trustees of 205 Newbury dated December 31, 1987 Associates* (File 33-15630) (b) Mortgage Deed and Security Exhibit 10.3(b) to Agreement between John Hancock the Partnership's Realty Income Fund-II Limited Report on Form 10-K Partnership and Trustees of dated December 31, 1987 205 Newbury Associates* (File 33-15630) 10.4 Documents relating to Park Square Shopping Center (a) Agreement of Purchase and Sale Exhibit 10.4(a) to the dated April 11, 1988, between Partnership's Post-Effective Carolyn M. Johnson, as Amendment No. 2 to Personal Representative of the Form S-11 Registration Statement Estate of Curtis O. Johnson and (File 33-15630) John Hancock Realty Equities, Inc. * (b) Lease Guaranty dated July 15, Exhibit 10.4(b) 1988, by CMT Investments to the Partnership's Limited Partnership to and Post-Effective for the benefit of John Hancock Amendment No. 2 Realty Income Fund-II Limited to Form S-11 Partnership* Registration Statement (File 33-15630) 10.5 Documents relating to Fulton Business Park (a) Agreement of Purchase and Exhibit 10.5(a) to the Sale dated August 10, 1988, Partnership's Post Effective between Fulton Business Park Amendment No. 3 to Associates and John Hancock Form S-11 Registration Statement Realty Equities, Inc.* (File 33-15630) (b) Purchase and Sale Agreement Exhibit 1 to the between John Hancock Realty Partnership's Report Income Fund-II Limited Partnership on Form 8-K dated and FR Acquisitions, Inc. December 2, 1996 dated December 2, 1996* (File 0-17664)
20 21 ITEM 14 - EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K (CONTINUED) 10.6 Documents relating to Siete Square IV (a) Promissory Note dated Exhibit 10.6(a) to the October 14, 1988, between Partnership's Report John Hancock Realty Income on Form 10-K dated Fund-II Limited Partnership December 31, 1990 and Siete Properties IV (File 33-15630) General Partnership* (b) Contingent Interest Agreement Exhibit 10.6(b) to the dated October 14, 1988, between Partnership's Report John Hancock Realty Income on Form 10-K dated Fund-II Limited Partnership and December 31, 1990 Siete Properties IV General (File 33-15630) Partnership* (c) Deed of Trust, Assignment of Exhibit 10.6(c) to the Rents and Security Agreement Partnership's Report dated October 14, 1988, between on Form 10-K dated John Hancock Realty Income December 31, 1990 Fund-II Limited Partnership, (File 33-15630) Founder's Title Company and Siete Properties IV General Partnership* (d) Letter of Credit Agreement Exhibit 10.6(d) to the dated October 14, 1988, between Partnership's Report Siete Properties IV General on Form 10-K dated Partnership and John Hancock December 31, 1990 Realty Income Fund-II Limited (File 33-15630) Partnership* (e) Deed-in-lieu of Foreclosure Exhibit 1 to Amendment between Siete Properties IV Number 1 to the Partnerships General Partnership and Report on Form 10-K John Hancock Realty Income dated December 31, 1991 Fund-II Limited Partnership * (File 0-17664) (f) Agreement of Purchase and Sale Exhibit 1 to the dated November 17, 1992 Partnership's between John Hancock Realty Report on Form 8-K Income Fund-II and Century dated December 10, 1992 National Insurance Company * (File 0-17664) 10.7 Documents relating to JH Quince Orchard Partners (a) Amended and Restated Partnership Exhibit 10.7(a) to the Agreement dated December 28, Partnership's Report 1988, for QOCC-1 Associates among on Form 10-K dated JH Quince Orchard Partners and December 31, 1990 Quad Properties Inc.* (File 33-15630) (b) Amended and Restated Declaration Exhibit 10.7(b) to the of Protective Covenants, Partnership's Report Conditions and Restrictions of on Form 10-K dated Quince Orchard Corporate Park December 31, 1990 dated December 27, 1988* (File 33-15630)
21 22 ITEM 14 - EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K (CONTINUED) (c) Partnership Agreement dated Exhibit 10.7(c) to the December 23, 1988, between Partnership's Report John Hancock Realty Income on Form 10-K dated Fund-II Limited Partnership December 31, 1990 and John Hancock Realty Income (File 33-15630) Fund-III Limited Partnership* 10.8 Documents relating to General Camera Corporation (a) Mortgage dated June 30, 1989 Exhibit 1 to the by and between General Partnership's Report Camera Corporation and on Form 8-K dated John Hancock Realty Income June 30, 1989 Fund-II Limited Partnership* (File 33-15630) (b) Secured Note dated June 30, Exhibit 2 to the 1989 from General Camera Partnership's Corporation to John Hancock Report on Form 8-K Realty Income Fund-II Limited dated June 30, 1989 Partnership.* (File 33-15630) (c) Guaranty dated June 30, 1989 Exhibit 3 to the by Richard Dibona, Margaret Partnership's Dibona, Milton Keslow and Report on Form Sandra Keslow to and for the 8-K dated benefit of John Hancock June 30, 1989 Realty Income Fund-II (File 33-15630) Limited Partnership.* (d) First Amendment to Mortgage, Exhibit 10.8(d) to the First Amendment to Assignment Partnership's Report on of Leases, and First Amendment to Form 10-K dated Assignment of Rents dated June 1, December 31, 1994 1994 by and between General (File 0-17664) Camera Corporation and John Hancock Realty Income Fund-II LP* (e) First Amendment to Note dated Exhibit 10.8(e) to the June 1, 1994 from General Camera Partnership's Report on Corporation and John Hancock Realty Form 10-K dated Income Fund-II LP* December 31, 1994 (File 0-17664) 10.9 Documents relating to Miami International Distribution Center (a) Agreement of Purchase and Exhibit 1 to the Sale between National Life Partnership's Insurance Company and John Report on Form 8-K Hancock Realty Equities dated June 30, 1989 Incorporated.* (File 33-15630) (b) Warranty deed dated July 31, Exhibit 2 to the 1989, between Palms of Partnership's Carrollwood, Inc. and Report on John Hancock Realty Income Form 8-K dated Fund-II Limited Partnership.* June 30, 1989 (File 33-15630)
22 23 ITEM 14 - EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K (CONTINUED) 10.10 Documents relating to Management Agreement (a) Management Agreement dated Exhibit 10.10(a) to the January 1, 1992 between Partnership's Report on Hancock Realty Investors Incorporated Form 10-K dated and John Hancock Realty Equities, Inc.* December 31, 1992 (File 0-17664) (b) Agreement Concerning Subcontracting Exhibit 10.10(b) to the of Management Services Pertaining to Partnership's Report on John Hancock Realty Income Fund-II Form 10-K dated Limited Partnership dated May 28, 1993 December 31, 1993 between John Hancock Realty Equities, (File 0-17664) Inc., Hancock Realty Investors, Inc. and John Hancock Mutual Life Insurance Company* 10.11 Documents relating to Executive Compensation Plans and Arrangements (a) Amended Agreement of Limited Partnership * Exhibit A to the Prospectus filed under the Partnership's Amendment No. 1 to Form S-11 Registration Statement (File 33-15630)
(b) No reports on Form 8-K were filed during the quarter ended December 31, 1999. (c) Exhibits -- See Item 14 (a) (3) of this Report. (d) Financial Statement Schedules--The response to this portion of Item 14 is submitted as a separate section of this Report commencing on Page F-47. - ---------- +Filed herewith *Incorporated by reference 23 24 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) 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, on the 30th day of March, 2000. JOHN HANCOCK REALTY INCOME FUND-II LIMITED PARTNERSHIP By: John Hancock Realty Equities, Inc. General Partner By: /s/ John M. Garrison ---------------------------------- John M. Garrison, President Pursuant to the requirements of the Securities Exchange Act of 1934, this Report has been signed below by the following persons on behalf of the Registrant and in the capacities indicated on the 30th day of March, 2000. Signatures Title ---------- ----- /s/ John M. Garrison President (Principal Executive Officer) and - --------------------------- Director of John Hancock Realty Equities, John M. Garrison Inc. (General Partner of Registrant) /s/ Virginia H. Lomasney Treasurer (Chief Accounting Officer) - --------------------------- of John Hancock Realty Equities, Inc. Virginia H. Lomasney (General Partner of Registrant) /s/ Malcolm G. Pittman, III Director of John Hancock Realty Equities, - --------------------------- Inc. (General Partner of Registrant) Malcolm G. Pittman, III /s/ Susan M. Shephard Director of John Hancock Realty Equities, - --------------------------- Inc. (General Partner of Registrant) Susan M. Shephard 24 25 ANNUAL REPORT ON FORM 10-K ITEM 8, ITEM 14(a)(1) AND (2), (c) AND (d) INDEX TO FINANCIAL STATEMENTS FINANCIAL STATEMENTS AND FINANCIAL STATEMENT SCHEDULES CERTAIN EXHIBITS YEARS ENDED DECEMBER 31, 1999, 1998 AND 1997 JOHN HANCOCK REALTY INCOME FUND-II LIMITED PARTNERSHIP BOSTON, MASSACHUSETTS F-1 26 JOHN HANCOCK REALTY INCOME FUND-II LIMITED PARTNERSHIP (A MASSACHUSETTS LIMITED PARTNERSHIP) INDEX TO FINANCIAL STATEMENTS AND FINANCIAL STATEMENT SCHEDULES (ITEMS 8 AND 14(a)(1) AND (2))
(1) (a) Financial Statements of the Registrant PAGE ---- Report of Independent Auditors F-3 Balance Sheets at December 31, 1999 and 1998 F-4 Statements of Operations for the Years Ended December 31, 1999, 1998 and 1997 F-5 Statements of Partners' Equity for the Years Ended December 31, 1999, 1998 and 1997 F-6 Statements of Cash Flows for the Years Ended December 31, 1999, 1998 and 1997 F-7 Notes to Financial Statements F-8 (b) Financial Statements of the Investee Report of Independent Auditors F-19 Balance Sheet at December 31, 1999 F-20 Statement of Operations for the Year Ended December 31, 1999 F-21 Statement of Partners' Equity for the Year Ended December 31, 1999 F-22 Statement of Cash Flows for the Year Ended December 31, 1999 F-23 Notes to Financial Statements F-24 Report of Independent Auditors F-29 Balance Sheet at December 31, 1998 F-30 Statement of Operations for the Year Ended December 31, 1998 F-31 Statement of Partners' Equity for the Year Ended December 31, 1998 F-32 Statement of Cash Flows for the Year Ended December 31, 1998 F-33 Notes to Financial Statements F-34 Report of Independent Auditors F-39 Balance Sheet at December 31, 1997 F-40 Statement of Operations for the Year Ended December 31, 1997 F-41 Statement of Partners' Equity for the Year Ended December 31, 1997 F-42 Statement of Cash Flows for the Year Ended December 31, 1997 F-43 Notes to Financial Statements F-44 (2) Financial Statement Schedules Schedule III: Real Estate and Accumulated Depreciation S-1 Schedule IV: Mortgage Loans on Real Estate S-2
All other schedules for which provision is made in the applicable accounting regulation of the Securities and Exchange Commission are not required under the related instructions or are inapplicable and, therefore, have been omitted. F-2 27 Report of Independent Auditors To the Partners John Hancock Realty Income Fund-II Limited Partnership We have audited the accompanying balance sheets of John Hancock Realty Income Fund-II Limited Partnership (the "Partnership") as of December 31, 1999 and 1998, and the related statements of operations, partners' equity and cash flows for each of the three years in the period ended December 31, 1999. Our audits also included the financial statement schedules listed in the index at Item 14(a). These financial statements and schedules are the responsibility of the Partnership's management. Our responsibility is to express an opinion on these financial statements and schedules based on our audits. The financial statements of QOCC-1 Associates (a limited partnership in which JH Quince Orchard Partners, a joint venture in which the Partnership has a 50% interest, has a 75% interest) have been audited by other auditors whose reports have been furnished to us; insofar as our opinion on the financial statements relates to data included for QOCC-1 Associates, it is based solely on their reports. We conducted our audits in accordance with auditing standards generally accepted in the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits and the reports of other auditors provide a reasonable basis for our opinion. In our opinion, based on our audits and the reports of other auditors, the financial statements referred to above present fairly, in all material respects, the financial position of John Hancock Realty Income Fund-II Limited Partnership at December 31, 1999 and 1998, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 1999, in conformity with accounting principles generally accepted in the United States. Also, in our opinion, the related financial statement schedules, when considered in relation to the basic financial statements taken as a whole, present fairly, in all material respects, the information set forth therein. ERNST & YOUNG LLP Boston, Massachusetts February 7, 2000, except for Note 10, as to which the date is February 18, 2000 F-3 28 JOHN HANCOCK REALTY INCOME FUND-II LIMITED PARTNERSHIP (A MASSACHUSETTS LIMITED PARTNERSHIP) BALANCE SHEETS
ASSETS DECEMBER 31, 1999 1998 ------------ ------------ Cash and cash equivalents $ 2,951,442 $ 3,261,458 Restricted cash 119,891 122,222 Other assets 7,921 56,769 Deferred expenses, net of accumulated amortization of $1,224,279 in 1999 and $1,400,374 in 1998 391,668 732,094 Investment in joint venture 6,695,633 6,971,992 Investment in property: Land 2,410,000 5,040,000 Buildings and improvements 10,476,229 14,218,208 ------------ ------------ 12,886,229 19,258,208 Less: accumulated depreciation 3,997,381 4,822,969 ------------ ------------ 8,888,848 14,435,239 ------------ ------------ Total assets $ 19,055,403 $ 25,579,774 ============ ============ LIABILITIES AND PARTNERS' EQUITY Accounts payable and accrued expenses $ 81,873 $ 171,824 Accounts payable to affiliates 156,512 211,644 ------------ ------------ Total liabilities 238,385 383,468 Commitments and contingencies Partners' equity/(deficit): General Partner's deficit (145,091) (185,981) Limited Partners' equity 18,962,109 25,382,287 ------------ ------------ Total partners' equity 18,817,018 25,196,306 ------------ ------------ Total liabilities and partners' equity $ 19,055,403 $ 25,579,774 ============ ============
See Notes to Financial Statements F-4 29 JOHN HANCOCK REALTY INCOME FUND-II LIMITED PARTNERSHIP (A MASSACHUSETTS LIMITED PARTNERSHIP) STATEMENTS OF OPERATIONS
YEARS ENDED DECEMBER 31, 1999 1998 1997 ---------- ---------- ---------- Income: Rental income $1,849,088 $2,118,686 $2,160,549 Income from joint venture 730,711 716,157 704,292 Interest income 303,698 226,635 395,621 Gain on sale of property 5,284,579 -- -- ---------- ---------- ---------- Total income 8,168,076 3,061,478 3,260,462 Expenses: Depreciation 380,391 473,927 473,927 Property operating expenses 382,703 357,638 345,947 General and administrative expenses 316,885 550,181 346,657 Amortization of deferred expenses 165,496 218,955 225,207 ---------- ---------- ---------- Total expenses 1,245,475 1,600,701 1,391,738 ---------- ---------- ---------- Net income $6,922,601 $1,460,777 $1,868,724 ========== ========== ========== Allocation of net income: General Partner $ 64,457 $ 14,608 $ 18,687 John Hancock Limited Partner 196,372 -- -- Investors 6,661,772 1,446,169 1,850,037 ---------- ---------- ---------- $6,922,601 $1,460,777 $1,868,724 ========== ========== ========== Net income per Unit $ 2.56 $ 0.56 $ 0.71 ========== ========== ==========
See Notes to Financial Statements F-5 30 JOHN HANCOCK REALTY INCOME FUND-II LIMITED PARTNERSHIP (A MASSACHUSETTS LIMITED PARTNERSHIP) STATEMENTS OF PARTNERS' EQUITY YEARS ENDED DECEMBER 31, 1999, 1998 AND 1997
GENERAL LIMITED PARTNER PARTNERS TOTAL --------- ------------ ------------ Partners' equity/(deficit) at January 1, 1997 (2,601,552 Units outstanding) ($166,057) $ 37,925,372 $ 37,759,315 Less: Cash Distributions (27,855) (11,551,932) (11,579,787) Add: Net Income 18,687 1,850,037 1,868,724 --------- ------------ ------------ Partners' equity/(deficit) at December 31, 1997 (2,601,552 Units outstanding) (175,225) 28,223,477 28,048,252 Less: Cash Distributions (25,364) (4,287,359) (4,312,723) Add: Net Income 14,608 1,446,169 1,460,777 --------- ------------ ------------ Partners' equity/(deficit) at December 31, 1998 (2,601,552 Units outstanding) (185,981) 25,382,287 25,196,306 Less: Cash Distributions (23,567) (13,278,322) (13,301,889) Add: Net Income 64,457 6,858,144 6,922,601 --------- ------------ ------------ Partners' equity/(deficit) at December 31, 1999 (2,601,552 Units outstanding) ($145,091) $ 18,962,109 $ 18,817,018 ========= ============ ============
See Notes to Financial Statements F-6 31 JOHN HANCOCK REALTY INCOME FUND-II LIMITED PARTNERSHIP (A MASSACHUSETTS LIMITED PARTNERSHIP) STATEMENTS OF CASH FLOWS
YEARS ENDED DECEMBER 31, 1999 1998 1997 ------------ ----------- ------------ Operating activities: Net income $ 6,922,601 $ 1,460,777 $ 1,868,724 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation 380,391 473,927 473,927 Amortization of deferred expenses 165,496 218,955 225,207 Gain on sale of property (5,284,579) -- -- Cash distributions over/(under) equity in income from joint venture 276,359 312,769 289,507 ------------ ----------- ------------ 2,460,268 2,466,428 2,857,365 Changes in operating assets and liabilities: Decrease/(increase) in restricted cash 2,331 (21,235) 10,625 Decrease/(increase) in other assets 48,848 28,033 27,960 (Decrease)/increase in accounts payable and accrued expenses (89,951) 24,891 (135,892) Increase (decrease) in accounts payable to affiliates (55,132) 85,739 36,914 ------------ ----------- ------------ Net cash provided by operating activities 2,366,364 2,583,856 2,796,972 Investing activities: Principal payments on real estate loans -- 1,700,000 3,545,361 Proceeds from sale of property 10,693,103 -- -- Increase in deferred expenses and other assets (67,594) (103,412) (38,799) ------------ ----------- ------------ Net cash provided by investing activities 10,625,509 1,596,588 3,506,562 Financing activities: Cash distributed to Partners (13,301,889) (4,312,723) (11,579,787) ------------ ----------- ------------ Net cash used in financing activities (13,301,889) (4,312,723) (11,579,787) ------------ ----------- ------------ Net increase/(decrease) in cash and cash equivalents (310,016) (132,279) (5,276,253) Cash and cash equivalents at beginning of year 3,261,458 3,393,737 8,669,990 ------------ ----------- ------------ Cash and cash equivalents at end of year $ 2,951,442 $ 3,261,458 $ 3,393,737 ============ =========== ============
See Notes to Financial Statements F-7 32 JOHN HANCOCK REALTY INCOME FUND-II LIMITED PARTNERSHIP (A MASSACHUSETTS LIMITED PARTNERSHIP) NOTES TO FINANCIAL STATEMENTS 1. ORGANIZATION OF PARTNERSHIP John Hancock Realty Income Fund-II Limited Partnership (the "Partnership") was formed under the Massachusetts Uniform Limited Partnership Act on June 30, 1987. As of December 31, 1999, the partners in the Partnership consisted of John Hancock Realty Equities, Inc. (the "General Partner"), a wholly-owned, indirect subsidiary of John Hancock Mutual Life Insurance Company; John Hancock Realty Funding, Inc. (the "John Hancock Limited Partner"); John Hancock Income Fund-II Assignor, Inc. (the "Assignor Limited Partner"); and 4,047 Unitholders (the "Investors"). The Assignor Limited Partner holds 2,601,552 Assignee Units (the "Units"), representing economic and certain other rights attributable to Investor Limited Partnership Interests in the Partnership, for the benefit of the Investors. The John Hancock Limited Partner, the Assignor Limited Partner and the Investors are collectively referred to as the Limited Partners. The General Partner and the Limited Partners are collectively referred to as the Partners. The initial capital of the Partnership was $2,000, representing capital contributions of $1,000 by the General Partner and $1,000 from the John Hancock Limited Partner. The Amended Agreement of Limited Partnership of the Partnership (the "Partnership Agreement") authorized the issuance of up to 5,000,000 Assignee Units at $20 per Unit. During the offering period, which terminated on January 2, 1989, 2,601,552 Units were sold and the John Hancock Limited Partner made additional capital contributions of $4,161,483. There were no changes in the number of Units outstanding subsequent to the termination of the offering period. The Partnership is engaged solely in the business of (i) acquiring, improving, holding for investment and disposing of existing income-producing retail, industrial and office properties on an all-cash basis, free and clear of mortgage indebtedness, and (ii) making mortgage loans consisting of conventional first mortgage loans and participating mortgage loans secured by income-producing retail, industrial and office properties. Although the Partnership's properties were acquired and are held free and clear of mortgage indebtedness, the Partnership may incur mortgage indebtedness on its properties under certain circumstances as specified in the Partnership Agreement. The latest date on which the Partnership is due to terminate is December 31, 2017, unless it is sooner terminated in accordance with the terms of the Partnership Agreement. It is expected that, in the ordinary course of the Partnership's business, the investments of the Partnership will be disposed of, and the Partnership terminated, before December 31, 2017. As initially stated in its Prospectus, it was expected that the Partnership would be dissolved upon the sale of its last remaining property, which at that time was expected to be within seven to ten years following the date such property was acquired by the Partnership. As of December 31, 1999, the Partnership has two properties remaining in its portfolio. The Partnership intends to list both of these properties for sale during 2000. Upon the sale of the last remaining property, the operations of the Partnership will terminate, and the Partnership will be dissolved, in accordance with the terms of the Partnership Agreement, as soon as reasonable practicable. 2. SIGNIFICANT ACCOUNTING POLICIES The Partnership maintains its accounting records and recognizes rental income on the accrual basis. The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results may differ from those estimates. Cash equivalents are highly liquid investments with original maturities of three months or less when purchased. These investments are recorded at cost plus accrued interest, which approximates market value. Restricted cash represents funds restricted for tenant security deposits. F-8 33 JOHN HANCOCK REALTY INCOME FUND-II LIMITED PARTNERSHIP (A MASSACHUSETTS LIMITED PARTNERSHIP) NOTES TO FINANCIAL STATEMENTS (CONTINUED) 2. SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) Property held for sale is recorded at the lower of its carrying amount, at the time the property is listed for sale, or its fair value, less cost to sell. Carrying amount includes the property's cost, as described below, less accumulated depreciation thereon and less any property write-downs for impairment in value and plus any related unamortized deferred expenses. Investments in property are recorded at cost less any property write-downs for impairment in value. Cost includes the initial purchase price of the property plus acquisition costs and the cost of significant improvements. Depreciation has been provided on a straight-line basis over the estimated useful lives of the various assets: thirty years for the buildings and five years for related improvements. Maintenance and repairs are charged to operations as incurred. Property held for sale is not depreciated. The Partnership measures impairment in value in accordance with Financial Accounting Standards Board Statement No. 121, "Accounting for the Impairment of Long-Lived Assets to Be Disposed Of" ("Statement 121"). Statement 121 requires impairment losses to be recorded on long-lived assets used in operations where indicators of impairment are present and the undiscounted cash flows estimated to be generated by those assets are less than the assets' carrying amounts. Investment in joint venture is recorded using the equity method. Fees paid to the General Partner for the acquisition of joint venture and mortgage loan investments have been deferred and are being amortized over the life of the investments to which they apply. During 1993, the Partnership reduced the period over which its remaining deferred acquisition fees are amortized from thirty years, the estimated useful life of the buildings owned by the Partnership, to eight and one-half years, the then estimated remaining life of the Partnership. Capitalized tenant improvements and lease commissions are being amortized on a straight-line basis over the terms of the leases to which they relate. The net income per Unit for each year was calculated by dividing the Investors' share of net income by the number of Units outstanding during each year. No provision for income taxes has been made in the Financial Statements since such taxes are the responsibility of the individual Partners and not of the Partnership. 3. THE PARTNERSHIP AGREEMENT Distributable Cash from Operations (defined in the Partnership Agreement) is distributed 1% to the General Partner and the remaining 99% in the following order of priority: first, to the Investors until they receive a 7% non-cumulative, non-compounded annual cash return on their Invested Capital (defined in the Partnership Agreement); second, to the General Partner to pay the Subordinated Allocation (defined in the Partnership Agreement) equal to 3 1/2% of Distributable Cash from Operations for managing the Partnership's activities; third, to the John Hancock Limited Partner until it receives a 7% non-cumulative, non-compounded annual cash return on its Invested Capital; fourth, to the Investors and the John Hancock Limited Partner in proportion to their respective Capital Contributions (defined in the Partnership Agreement), until they have received a 10% non-cumulative, non-compounded annual cash return on their Invested Capital; fifth, to the General Partner to pay the Incentive Allocation (defined in the Partnership Agreement) equal to 2 1/2% of Distributable Cash from Operations; and sixth, to the Investors and the John Hancock Limited Partner in proportion to their respective Capital Contributions. Any Distributable Cash from Operations which is available as a result of a reduction of working capital reserves funded by Capital Contributions of the Investors, will be distributed 100% to the Investors. Cash from a Sale, Financing or Repayment (defined in the Partnership Agreement) of a Partnership Investment, is first used to pay all debts and liabilities of the Partnership then due and then to fund any reserves for contingent F-9 34 JOHN HANCOCK REALTY INCOME FUND-II LIMITED PARTNERSHIP (A MASSACHUSETTS LIMITED PARTNERSHIP) NOTES TO FINANCIAL STATEMENTS (CONTINUED) 3. THE PARTNERSHIP AGREEMENT (CONTINUED) liabilities. Cash from Sales, Financings or Repayments is then distributed and paid in the following order of priority: first, to the Investors and the John Hancock Limited Partner, with the distribution made between the Investors and the John Hancock Limited Partner in proportion to their respective Capital Contributions, until the Investors and the John Hancock Limited Partner have received an amount equal to their Invested Capital; second, to the Investors until they have received, after giving effect to all previous distributions of Distributable Cash from Operations and any previous distributions of Cash from Sales, Financings or Repayments after the return of their Invested Capital, the Cumulative Return on Investment (defined in the Partnership Agreement); third, to the John Hancock Limited Partner until it has received, after giving effect to all previous distributions of Distributable Cash from Operations and any previous distributions of Cash from Sales, Financings or Repayments after the return of its Invested Capital, the Cumulative Return on Investment; fourth, to the General Partner to pay any Subordinated Disposition Fees then payable pursuant to Section 6.4(c) of the Partnership Agreement; and fifth, 99% to the Investors and the John Hancock Limited Partner and 1% to the General Partner, with the distribution made between the Investors and the John Hancock Limited Partner in proportion to their respective Capital Contributions. Cash from the sale or repayment of the last of the Partnership's properties or mortgage loans is distributed in the same manner as Cash from Sales, Financings or Repayments, except that before any other distribution is made to the Partners, each Partner shall first receive from such cash, an amount equal to the then positive balance, if any, in such Partner's Capital Account after crediting or charging to such account the profits or losses for tax purposes from such sale. To the extent, if any, that a Partner is entitled to receive a distribution of cash based upon a positive balance in its capital account prior to such distribution, such distribution will be credited against the amount of such cash the Partner would have been entitled to receive based upon the manner of distribution of Cash from Sales, Financings or Repayments, as specified in the previous paragraph. Profits for tax purposes from the normal operations of the Partnership for each fiscal year are allocated to the Partners in the same amounts as Distributable Cash from Operations for that year. If such profits are less than Distributable Cash from Operations for any year, then they are allocated in proportion to the amounts of Distributable Cash from Operations allocated for that year. If such profits are greater than Distributable Cash from Operations for any year, they are allocated 1% to the General Partner and 99% to the John Hancock Limited Partner and the Investors, with the allocation made between the John Hancock Limited Partner and the Investors in proportion to their respective Capital Contributions. Losses for tax purposes from the normal operations of the Partnership are allocated 1% to the General Partner and 99% to the John Hancock Limited Partner and the Investors, with the allocation made between the John Hancock Limited Partner and the Investors in proportion to their respective Capital Contributions. Profits and Losses from Sales, Financings or Repayments are generally allocated 99% to the Limited Partners and 1% to the General Partners. Neither the General Partner nor any Affiliate (as defined in the Partnership Agreement) of the General Partner shall be liable, responsible or accountable in damages to any of the Partners or the Partnership for any act or omission of the General Partner or such affiliate in good faith on behalf of the Partnership within the scope of the authority granted to the General Partner by the Partnership Agreement and in the best interest of the Partnership, except for acts or omissions constituting fraud, negligence, misconduct or breach of fiduciary duty. The General Partner and its Affiliates performing services on behalf of the Partnership shall be entitled to indemnity from the Partnership for any loss, damage, or claim by reason of any act performed or omitted to be performed by the General Partner or such Affiliates in good faith on behalf of the Partnership and in a manner within the scope of the authority granted to the General Partner by the Partnership Agreement and in the best interest of the Partnership, except that they shall not be entitled to be indemnified in respect of any loss, damage, or claim incurred by reason of fraud, negligence, misconduct, or breach of fiduciary duty. Any indemnity shall be provided out of and to the extent of Partnership assets only. The Partnership shall not advance any funds to the General Partner or its Affiliates for legal expenses and other costs incurred as a result of any legal action initiated against the General Partner or its Affiliates by a Limited Partner in the Partnership, except under certain specified circumstances. F-10 35 JOHN HANCOCK REALTY INCOME FUND-II LIMITED PARTNERSHIP (A MASSACHUSETTS LIMITED PARTNERSHIP) NOTES TO FINANCIAL STATEMENTS (CONTINUED) 4. TRANSACTIONS WITH THE GENERAL PARTNER AND AFFILIATES Fees and expenses incurred and/or paid by the General Partner or its Affiliates on behalf of the Partnership during the three years ended December 31, 1999, 1998 and 1997 and to which the General Partner or its affiliates are entitled to reimbursement from the Partnership were $130,140, $228,796 and $205,824, respectively. These expenses are included in expenses on the Statements of Operations. The Partnership provides indemnification to the General Partner and its Affiliates for any acts or omissions of the General Partner or an Affiliate in good faith on behalf of the Partnership, except for acts or omissions constituting fraud, negligence, misconduct or breach of fiduciary duty. The General Partner believes that this indemnification applies to the class action complaint described in Note 10. Accordingly, during the three years ended December 31, 1999, 1998 and 1997 the Partnership incurred $31,787, $117,884 and $54,092, respectively, which amounts are included in the Statements of Operations, and represent the Partnership's share of costs incurred by the General Partner and its Affiliates relating to the class action complaint. The General Partner also believes that this indemnification applies to the complaint filed in the Superior Court of California for County of Los Angeles described in Note 10. Accordingly the Partnership incurred and paid $35,138 for the year ended December 31, 1998, which amount is included in the Statements of Operations, and represents the Partnership's share of costs incurred by the General Partner and its Affiliates relating to this complaint. Accounts payable to affiliates represents amounts due to the General Partner or its Affiliates for various services provided to the Partnership, including amounts to indemnify the General Partner or its Affiliates for claims incurred by them in connection with their actions with respect to the Partnership. All amounts accrued by the Partnership to indemnify the General Partner or its Affiliates for legal fees incurred by them, shall not be paid unless or until all conditions set forth in the Partnership Agreement for such payment have been fulfilled. The General Partner serves in a similar capacity for two other affiliated real estate limited partnerships. 5. INVESTMENT IN PROPERTY Investment in property at cost consists of managed, fully-operating, commercial real estate as follows:
December 31, 1999 1998 ---- ---- Park Square Shopping Center $12,886,229 $12,886,229 Miami International Distribution Center -- 6,371,979 ----------- ----------- $12,886,229 $19,258,208 =========== ===========
The real estate market is cyclical in nature and is materially affected by general economic trends and economic conditions in the market where a property is located. As a result, determination of real estate values involves subjective judgments. These judgments are based on current market conditions and assumptions related to future market conditions. These assumptions involve, among other things, the availability of capital, occupancy rates, rental rates, interest rates and inflation rates. Amounts ultimately realized from each property may vary significantly from the values presented and the differences could be material. Actual market values of real estate can be determined only by negotiation between the parties in a sales transaction. The Partnership leases its properties to non-affiliated tenants primarily under long-term operating leases. F-11 36 JOHN HANCOCK REALTY INCOME FUND-II LIMITED PARTNERSHIP (A MASSACHUSETTS LIMITED PARTNERSHIP) NOTES TO FINANCIAL STATEMENTS (CONTINUED) 5. INVESTMENT IN PROPERTY (CONTINUED) At December 31, 1999, future minimum rentals on non-cancelable leases relating to the Park Square Shopping Center were as follows: 2000 $1,066,705 2001 1,013,191 2002 918,124 2003 693,914 2004 372,899 Thereafter 874,033 ---------- $4,938,866 ==========
6. REAL ESTATE LOANS On March 10, 1988, the Partnership made a $1,700,000 participating non-recourse mortgage loan to a non-affiliated borrower, secured by a first mortgage on commercial real estate known as 205 Newbury Street, located in Boston, Massachusetts. Under the terms of the loan agreement, the borrower was obligated to pay: i) interest only monthly at an annual rate of 9.5% with the entire outstanding principal balance of the loan due on April 1, 1998. In addition to these amounts the borrower was obligated to pay the Partnership 25% of the net cash flow derived from the operations of the property during the term of the loan and 25% of the Net Appreciated Value of the property (defined in the Contingent Interest Agreement) upon its sale, refinancing or mortgage maturity date. Contingent interest payments, based on the net cash flow from the property, were not received from 1990 through 1995 because the property did not generate any cash flow in excess of the required minimum debt service payments. From 1996, the Partnership has received contingent interest payments, the sum of which is not material. On April 1, 1998, the loan matured and the borrower repaid the entire outstanding principal balance of the loan. At that time, the Net Appreciated Value of the property was not sufficient to provide the Partnership with any additional amounts. On June 30, 1989, the Partnership made a $5,500,000 mortgage loan to a non-affiliated borrower, secured by a first mortgage on commercial real estate known as the General Camera Corporation Building, located in New York, New York. In addition, the loan was personally guaranteed by the principal stockholders of General Camera Corporation ("GCC"). Under the original terms of the loan agreement, GCC was required to pay interest only monthly at an annual rate of 11%. Effective June 1, 1994, the loan agreement was amended i) to require GCC to make a one-time payment of $250,000 towards the outstanding balance of the loan and ii) to require that all future monthly payments include amounts to amortize the then outstanding loan balance. GCC was required to make payments of $60,416 per month on the first day of each month commencing on July 1, 1994 and ending on June 1, 1995. Commencing on July 1, 1995 and ending on June 1, 1996, payments of $85,416 per month were required on the first day of each month. The entire unamortized principal balance of $4,606,110 and all accrued but unpaid interest came due on July 1, 1996. During the second quarter of 1996, GCC requested a three month extension of time in which to satisfy the loan while it continued to pursue alternate financing. The General Partner granted GCC this extension in consideration of GCC making an additional one-time payment of $250,000 to reduce the outstanding principal balance of the loan. In addition, GCC was required to make monthly loan payments of $85,416 from July 1, 1996 through September 1, 1996. On July 1, 1996, GCC made the $250,000 payment as required by the extension agreement. During August 1996, GCC made an additional payment of $125,000 to further reduce the outstanding principal balance of the loan. The entire unamortized principal balance and all accrued but unpaid interest came due on October 1, 1996. F-12 37 JOHN HANCOCK REALTY INCOME FUND-II LIMITED PARTNERSHIP (A MASSACHUSETTS LIMITED PARTNERSHIP) NOTES TO FINANCIAL STATEMENTS (CONTINUED) 6. REAL ESTATE LOANS (CONTINUED) During the third quarter of 1996, GCC requested an additional three month extension of time in which to satisfy the loan while it continued to pursue alternate financing. The General Partner granted GCC this extension in consideration of GCC making an additional payment in the aggregate amount of $400,000 to reduce the outstanding principal balance of the loan. In addition, GCC was required to make monthly loan payments of $85,416 from October 1, 1996 through December 1, 1996. On October 11, 1996, and November 8, 1996, GCC made additional payments of $200,000 each as required by the extension agreement. The entire unamortized principal balance and all accrued but unpaid interest came due on January 1, 1997. On January 9, 1997, GCC paid the entire outstanding principal balance and accrued but unpaid interest then due. 7. INVESTMENT IN JOINT VENTURE On December 28, 1988, the Partnership acquired a 99.5% interest in JH Quince Orchard Partners (the "Affiliated Joint Venture"), a joint venture between the Partnership and John Hancock Realty Income Fund-III Limited Partnership ("Income Fund-III"). The Partnership had an initial 99.5% interest and Income Fund-III had an initial 0.5% interest in the Affiliated Joint Venture. Pursuant to the partnership agreement of the Affiliated Joint Venture, Income Fund-III had the option, exercisable prior to December 31, 1990, to increase its investment and interest in the Affiliated Joint Venture to 50%. During the second quarter of 1989, Income Fund-III exercised its option and the Partnership sold a 49.5% interest in the Affiliated Joint Venture to Income Fund-III. The Partnership has held a 50% interest in the Affiliated Joint Venture since the second quarter of 1989. On December 28, 1988, the Affiliated Joint Venture contributed 98% of the invested capital of, and acquired a 75% interest in, QOCC-1 Associates, an existing partnership which owns and operates the Quince Orchard Corporate Center, a three-story office building and related land and improvements located in Gaithersburg, Maryland. During the years ended December 31, 1994 and 1993, the partners in QOCC-1 Associates were required to make additional capital contributions towards the funding of leasing costs incurred at the property. In accordance with the terms of the partnership agreement of QOCC-1 Associates, the Affiliated Joint Venture contributed 95% of such additional capital. Of the cumulative total invested capital in QOCC-1 Associates at December 31, 1998, 97.55% has been contributed by the Affiliated Joint Venture. The Affiliated Joint Venture continues to hold a 75% interest in QOCC-1 Associates. Net cash flow from QOCC-1 Associates is distributed in the following order of priority: first, to the payment of all debts and liabilities of QOCC-1 Associates and to fund reserves deemed reasonably necessary; second, to the partners in proportion to their respective invested capital until each has received a 9% return on invested capital; third, the balance, if any, to the partners in proportion to their interests. Prior to 1996, QOCC-1 Associates had not provided the partners with a return in excess of 9% on their invested capital. During 1999, 1998 and 1997, the partners received returns on invested capital of approximately 12%. Summarized financial information for QOCC-1 Associates is as follows:
Financial Position at December 31, 1999 1998 ----------- ----------- Current assets $ 551,822 $ 535,140 Deferred expenses, net 1,181,080 1,280,719 Other assets 1,030,291 1,330,111 Investment in property, net 11,216,608 11,590,339 ----------- ----------- Total assets $13,979,801 $14,736,309 =========== =========== Current liabilities $ 317,737 $ 484,303 Partners' equity 13,662,064 14,252,006 ----------- ----------- Total liabilities and equity $13,979,801 $14,736,309 =========== ===========
F-13 38 JOHN HANCOCK REALTY INCOME FUND-II LIMITED PARTNERSHIP (A MASSACHUSETTS LIMITED PARTNERSHIP) NOTES TO FINANCIAL STATEMENTS (CONTINUED) 7. INVESTMENT IN JOINT VENTURE (CONTINUED)
Results of Operations Years Ended December 31, 1999 1998 1997 ---------- ---------- ---------- Total income $2,791,306 $2,788,939 $2,761,035 Total expenses 1,178,230 1,198,608 1,212,058 ---------- ---------- ---------- Net income $1,613,076 $1,590,331 $1,548,977 ========== ========== ==========
The Affiliated Joint Venture's share of QOCC-1 Associates' partners' equity was $13,456,393 and $14,009,111 at December 31, 1999 and 1998, respectively. The Affiliated Joint Venture's share of QOCC-1 Associates' net income was $1,461,422, $1,432,312 and $1,408,588 for the years ended December 31, 1999, 1998 and 1997, respectively. As noted above, the Partnership has a 50% interest in the Affiliated Joint Venture. 8. DEFERRED EXPENSES Deferred expenses consist of the following:
Unamortized Balance at December 31, Description 1999 1998 ----------- ---- ---- $152,880 acquisition fee for investment in the Affiliated Joint Venture. This amount is amortized over a period of 31.5 years. $ 99,696 $104,549 $1,203,097 acquisition fees paid to the General Partner Prior to June 30, 1993, this amount was amortized over a period of 30 years Subsequent to June 30, 1993, the unamortized balance is amortized over a period of 8.5 years. 242,508 363,761 $112,217 of tenant improvements. These amounts are amortized over the terms of the leases to which they relate. 5,224 38,235 $147,754 of lease commissions. These amounts are amortized over the terms of the leases to which they relate. 44,241 225,549 -------- -------- $391,669 $732,094 ======== ========
F-14 39 JOHN HANCOCK REALTY INCOME FUND-II LIMITED PARTNERSHIP (A MASSACHUSETTS LIMITED PARTNERSHIP) NOTES TO FINANCIAL STATEMENTS (CONTINUED) 9. FEDERAL INCOME TAXES A reconciliation of the net income reported in the Statements of Operations to the net income reported for federal income tax purposes is as follows:
Years Ended December 31, 1999 1998 1997 ---- ---- ---- Net income per Statements of Operations $ 6,922,601 $1,460,777 $ 1,868,724 Add/(deduct): Excess of tax loss over book loss on disposition of assets (89,552) -- -- Excess of book depreciation over tax depreciation 18,435 77,588 76,564 Excess of book amortization over tax amortization 62,596 73,549 78,124 Other income and expense (10,621) 126,024 (218,880) ----------- ---------- ----------- Net income for federal income tax purposes $ 6,903,459 $1,737,938 $ 1,804,532 =========== ========== ===========
10. CONTINGENCIES In February 1996, a putative class action complaint was filed in the Superior Court in Essex County, New Jersey by a single investor in the Partnership. The complaint named as defendants the Partnership, the General Partner, certain other Affiliates of the General Partner, two limited partnerships affiliated with the Partnership, and certain unnamed officers, directors, employees and agents of the named defendants. The plaintiff sought unspecified damages stemming from alleged misrepresentations and omissions in the marketing and offering materials associated with the Partnership and two limited partnerships affiliated with the Partnership. On March 18, 1997, the court certified a class of investors who were original purchasers in the Partnership. The Partnership and the other defendants answered the complaint, denying the material allegations and raising numerous affirmative defenses. Discovery was conducted, and the Partnership and other defendants produced documents relating to the plaintiff's claims. The court ruled on statute of limitations defenses as to certain claims and ordered a hearing as to statute of limitations defenses as to other claims. The parties commenced settlement discussions, which resulted in a settlement agreement that was preliminarily approved by the court on November 10, 1999 and finally approved by the court on December 22, 1999. Under the terms of the settlement, the defendants have guaranteed certain minimum returns to class members on their investments and have paid fees and expenses for class counsel in an amount determined by the court to be $1.5 million. These terms of the settlement will have no financial impact on the Partnership. F-15 40 JOHN HANCOCK REALTY INCOME FUND-II LIMITED PARTNERSHIP (A MASSACHUSETTS LIMITED PARTNERSHIP) NOTES TO FINANCIAL STATEMENTS (CONTINUED) 10. CONTINGENCIES (CONTINUED) The Partnership provides indemnification to the General Partner and its Affiliates for acts or omissions of the General Partner in good faith on behalf of the Partnership, except for acts or omissions constituting fraud, negligence, misconduct or breach of fiduciary duty. The General Partner believes that this indemnification applies to the class action complaint described above. The Partnership has incurred approximately $525,246 in legal expenses in connection with the class action lawsuit (see Part I, Item 3 of this Report). Of this amount, approximately $315,147 relates to the Partnership's own defense and approximately $210,098 relates to the indemnification of the General Partner and its Affiliates for their defense. These expenses are funded from the operations of the Partnership. In September 1997, a complaint for damages was filed in the Superior Court of the State of California for the County of Los Angeles by an investor in the Partnership. The complaint named the General Partner as a defendant. The plaintiff sought unspecified damages which allegedly arose from the General Partner's refusal to provide, without reasonable precautions on plaintiff's use of, a list of investors in the Partnership and in John Hancock Realty Income Fund Limited Partnership ("RIF"), a limited partnership affiliated with the Partnership. Plaintiff alleges that the General Partner's refusal unconditionally to provide a list was a breach of contract and a breach of the General Partner's fiduciary duty. In 1998, the plaintiff amended the complaint to name the Partnership and RIF as defendants. As a result of the defendants' demurrer (motion to dismiss), in May 1998 plaintiff's additional claims for tortious interference with prospective economic advantage and intentional interference with contract were dismissed. In addition, as a result of a motion for summary judgment, in August 1998, the court dismissed all claims involving the Partnership, leaving only the breach of contract and breach of fiduciary duty claims involving RIF. On the eve of trial, plaintiffs dismissed without prejudice those claims not previously dismissed by the court, and subsequently filed a notice of appeal from the dismissal of the claims that the court had dismissed on motion. The Partnership has commenced its own action against the plaintiff seeking the court's declaration that the claims that remained on the eve of trial are without merit and seeking to bar the plaintiff from attempting to assert those claims at a later date. The parties commenced settlement discussions, which resulted in a settlement agreement on February 18, 2000 terminating all litigation between the parties. The settlement will not have a material adverse impact on the Partnership's financial position. The Partnership has incurred approximately $105,000 in legal expenses in connection with the above described lawsuit (see Part I, Item 3 of this Report). Of this amount, approximately $70,000 relates to the Partnership's own defense and approximately $35,000 relates to the indemnification of the General Partner and its Affiliates for their defense. These expenses are funded from the operations of the Partnership. At the present time, the General Partner cannot estimate the aggregate amount of legal expenses and indemnification claims to be incurred and their impact on the Partnership's Financial Statements, taken as a whole. Accordingly, no provision for any liability that could result from the eventual outcome of these matters has been made in the accompanying financial statements. However, while it is still too early to estimate potential damages, they could possibly be material. 11. SUBSEQUENT EVENTS During February 2000, the Partnership made a cash distribution to the Investors from Distributable Cash from Operations in the amount of $546,326. F-16 41 FINANCIAL STATEMENTS AND INDEPENDENT AUDITORS' REPORT QOCC-1 ASSOCIATES DECEMBER 31, 1999 F-17 42 QOCC-1 Associates TABLE OF CONTENTS
PAGE INDEPENDENT AUDITORS' REPORT F-19 FINANCIAL STATEMENTS BALANCE SHEET F-20 STATEMENT OF INCOME F-21 STATEMENT OF PARTNERS' EQUITY F-22 STATEMENT OF CASH FLOWS F-23 NOTES TO FINANCIAL STATEMENTS F-24
F-18 43 INDEPENDENT AUDITORS' REPORT To the Partners QOCC-1 Associates We have audited the accompanying balance sheet of QOCC-1 Associates as of December 31, 1999, and the related statements of income, partners' equity and cash flows for the year then ended. These financial statements are the responsibility of the partnership's management. Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of QOCC-1 Associates as of December 31, 1999, and the results of its operations and its cash flows for the year then ended, in conformity with generally accepted accounting principles. Bethesda, Maryland January 10, 2000 F-19 44 QOCC-1 Associates BALANCE SHEET December 31, 1999 ASSETS RENTAL PROPERTY Land $ 3,670,000 Land improvements 35,425 Building 11,461,343 Building improvements 92,888 ----------- 15,259,656 Less accumulated depreciation 4,043,048 ----------- 11,216,608 ----------- OTHER ASSETS Cash and cash equivalents 551,822 Prepaid taxes and insurance 108,835 Prepaid leasing commissions 43,162 Deferred rent concessions 1,181,080 Leasing costs, less accumulated amortization of $1,275,071 878,294 ----------- 2,763,193 ----------- $13,979,801 =========== LIABILITIES AND PARTNERS' EQUITY LIABILITIES Accounts payable and accrued expenses $ 74,454 Security deposit 243,283 ----------- 317,737 COMMITMENT -- PARTNERS' EQUITY 13,662,064 ----------- $13,979,801 ===========
F-20 45 QOCC-1 Associates STATEMENT OF INCOME Year ended December 31, 1999 Revenue Rental income - base $ 2,691,797 Rental income - reimbursements 77,381 Interest income 22,128 ------------ Total revenue 2,791,306 Expenses Accounting and legal $ 11,270 Advertising 1,381 Bank fees 2,187 Commissions 86,320 Depreciation and amortization 592,397 Dues 1,239 Insurance 6,603 Management fees 54,308 Personnel services 63,200 Repairs and maintenance 142,770 Supplies 2,236 Taxes 212,735 Travel 22 Utilities 1,562 ---------- Total expenses 1,178,230 ------------ NET INCOME $ 1,613,076 ============
F-21 46 QOCC-1 Associates STATEMENT OF PARTNERS' EQUITY Year ended December 31, 1999
Equity at Equity at January 1, Net December 31, 1999 income Distributions 1999 ---- ------ ------------- ---- JH Quince Orchard Partners $ 14,009,111 $ 1,461,422 $ (2,014,140) $ 13,456,393 Quad Properties, Inc. 242,895 151,654 (188,878) 205,671 ------------ ------------ ------------ ------------ $ 14,252,006 $ 1,613,076 $ (2,203,018) $ 13,662,064 ============ ============ ============ ============
F-22 47 QOCC-1 Associates STATEMENT OF CASH FLOWS Year ended December 31, 1999 Cash flows from operating activities Net income $ 1,613,076 Adjustments to reconcile net income to net cash provided by operating activities Depreciation and amortization 592,397 Increase in prepaid taxes and insurance (5,166) Decrease in prepaid leasing commissions 86,320 Decrease in deferred rent concessions 99,639 Increase in accounts payable and accrued expenses 57,648 Increase in security deposit liability 11,326 Decrease in advanced rent (235,540) ----------- Net cash provided by operating activities 2,219,700 ----------- Cash flows from financing activities Distributions to partners (2,203,018) ----------- Net cash used in financing activities (2,203,018) ----------- NET INCREASE IN CASH AND CASH EQUIVALENTS 16,682 Cash and cash equivalents, beginning 535,140 ----------- Cash and cash equivalents, end $ 551,822 ===========
F-23 48 NOTE A - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES The partnership was organized on December 27, 1988, as a general partnership under the laws of the State of Maryland for the purpose of operating an office building with approximately 101,114 net rentable square feet in Gaithersburg, Maryland. The building was acquired in December 1988. The partnership conducts its rental operations under a lease agreement with one tenant. Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. Specifically, management reviews the carrying value of rental property using estimated future cash flows, including estimates from disposition, whenever an event or change in circumstance might indicate that the asset value may not be recoverable. Because of the inherent uncertainties in estimating future cash flows, it is at least reasonably possible that the estimates used will change within the near term. Rental Property Rental property is carried at cost. Depreciation is provided for in amounts sufficient to relate the cost of depreciable assets to operations over their estimated service lives by use of the straight-line method. CASH EQUIVALENTS For purposes of the statement of cash flows, the partnership considers all highly liquid investments with original maturities of 90 days or less to be cash equivalents. F-24 49 NOTE A - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued) RENTAL INCOME RENTAL INCOME IS RECOGNIZED USING THE STRAIGHT-LINE METHOD OVER THE TERM OF THE LEASE, WHICH INCLUDES THE RENT CONCESSION PERIOD. THE AMOUNT APPLICABLE TO THE RENT CONCESSION IS RECORDED AS A DEFERRED ASSET AGAINST WHICH FUTURE COLLECTIONS ARE APPLIED. RENTAL PAYMENTS RECEIVED IN ADVANCE ARE DEFERRED UNTIL EARNED. THE LEASE BETWEEN THE PARTNERSHIP AND THE TENANT OF THE PROPERTY IS AN OPERATING LEASE. INCOME TAXES No provision or benefit for income taxes has been included in these financial statements since taxable income or loss passes through to, and is reportable by, the partners individually. PREPAID LEASING COMMISSIONS Prepaid leasing commissions are charged to operations using the straight-line method over 76 months. LEASING COSTS Leasing costs were incurred to obtain a new tenant for the office building and improve the rental space. These costs are being written off using the straight-line method over the ten-year term of the lease. NOTE B - RENTAL INCOME UNDER OPERATING LEASE The partnership has leased the office building to a tenant effective March 1994 under a ten-year term with a five-year renewal option at the discretion of the lessee. The tenant may terminate the lease after the 76th calendar month of the term, which is June 2000, by notifying the landlord as outlined in the lease agreement. During 1999, the tenant notified the partnership that it will terminate the lease at June 2000. Management of the property has hired a leasing agent who is actively marketing the property. Rental income consists of fixed base rent plus a fixed annual increase and variable lease reimbursement escalation, calculated annually. F-25 50 NOTE C - RELATED PARTY TRANSACTION During 1999, the partnership incurred charges of approximately $117,882 for management fees, personnel services and supplies provided by affiliates of one of the partners. NOTE D - COMMITMENT The partnership has entered into a lease commission agreement with Carey Winston. The agreement provides for $546,696 of commissions to be paid for the first 76 months of the tenant's lease, which began March 1994. NOTE E - CONCENTRATION OF CREDIT RISK The partnership maintains its cash balances in two banks. The balances are insured by the Federal Deposit Insurance Corporation up to $100,000 by each bank. As of December 31, 1999, the uninsured portion of the cash balances held at the banks was $143,283. F-26 51 FINANCIAL STATEMENTS AND INDEPENDENT AUDITORS' REPORT QOCC-1 ASSOCIATES DECEMBER 31, 1998 F-27 52 QOCC-1 ASSOCIATES TABLE OF CONTENTS
PAGE INDEPENDENT AUDITORS' REPORT F-29 FINANCIAL STATEMENTS BALANCE SHEET F-30 STATEMENT OF INCOME F-31 STATEMENT OF PARTNERS' EQUITY F-32 STATEMENT OF CASH FLOWS F-33 NOTES TO FINANCIAL STATEMENTS F-34
F-28 53 INDEPENDENT AUDITORS' REPORT To the Partners QOCC-1 Associates We have audited the accompanying balance sheet of QOCC-1 Associates as of December 31, 1998, and the related statements of income, partners' equity and cash flows for the year then ended. These financial statements are the responsibility of the partnership's management. Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of QOCC-1 Associates as of December 31, 1998, and the results of its operations and its cash flows for the year then ended, in conformity with generally accepted accounting principles. Bethesda, Maryland January 11, 1999 F-29 54 QOCC-1 Associates BALANCE SHEET December 31, 1998 ASSETS RENTAL PROPERTY Land $ 3,670,000 Land improvements 35,425 Building 11,461,343 Building improvements 92,888 ----------- 15,259,656 Less accumulated depreciation 3,669,317 ----------- 11,590,339 ----------- OTHER ASSETS Cash and cash equivalents 535,140 Prepaid taxes and insurance 103,669 Prepaid leasing commissions 129,482 Deferred rent concessions 1,280,719 Leasing costs, less accumulated amortization of $1,056,405 1,096,960 ----------- 3,145,970 ----------- $14,736,309 =========== LIABILITIES AND PARTNERS' EQUITY LIABILITIES Accounts payable and accrued expenses $ 16,806 Security deposit 231,957 Advanced rent 235,540 ----------- 484,303 ----------- COMMITMENT -- PARTNERS' EQUITY 14,252,006 ----------- $14,736,309 ===========
See notes to financial statements F-30 55 QOCC-1 Associates STATEMENT OF INCOME Year ended December 31, 1998 Revenue Rental income-base $ 2,691,797 Rental income-reimbursements 83,409 Interest income 13,733 -------------- Total revenue 2,788,939 Expenses Accounting $ 8,565 Miscellaneous 1,537 Commissions 86,320 Depreciation and amortization 592,307 Insurance 5,749 Management fees 52,983 Personnel services 66,152 Repairs and maintenance 173,209 Supplies 2,836 Taxes 205,711 Utilities 3,239 ----------- Total expenses 1,198,608 -------------- NET INCOME $ 1,590,331 ==============
See notes to financial statements F-31 56 QOCC-1 Associates STATEMENT OF PARTNERS' EQUITY Year ended December 31, 1998
Equity at Equity at January Net December 1, 1998 Income Distributions 31, 1998 ------- ------ ------------- -------- JH Quince Orchard Partners $ 14,634,651 $ 1,432,312 $ (2,057,852) $ 14,009,111 Quad Properties, Inc. 288,324 158,019 (203,448) 242,895 ------------ ------------ ------------ ------------ $ 14,922,975 $ 1,590,331 $ (2,261,300) $ 14,252,006 ============ ============ ============ ============
See notes to financial statements F-32 57 QOCC-1 Associates STATEMENT OF PARTNERS' EQUITY Year ended December 31, 1998
Cash flows from operating activities Net income $ 1,590,331 Adjustments to reconcile net income to net cash provided by operating activities Depreciation and amortization 592,307 Increase in prepaid taxes and insurance (3,669) Decrease in prepaid leasing commissions 86,320 Decrease in deferred rent concessions 31,555 Increase in leasing costs (584) Decrease in accounts payable and accrued expenses (3,168) Increase in advanced rent 235,540 ----------- Net cash provided by operating activities 2,528,632 ----------- Cash flows from investing activities Investment in rental property (12,990) ----------- Net cash used in investing activities (12,990) ----------- Cash flows from financing activities Distributions to partners (2,261,300) ----------- Net cash used in financing activities (2,261,300) ----------- NET INCREASE IN CASH AND CASH EQUIVALENTS 254,342 Cash and cash equivalents, beginning 280,798 ----------- Cash and cash equivalents, end $ 535,140 ===========
See notes to financial statements F-33 58 QOCC-1 Associates NOTES TO FINANCIAL STATEMENTS December 31, 1998 NOTE A - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES The partnership was organized on December 27, 1988, as a general partnership under the laws of the State of Maryland for the purpose of operating an office building with approximately 99,782 net rentable square feet in Gaithersburg, Maryland. The building was acquired in December 1988. The partnership conducts its rental operations under a lease agreement with one tenant. Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. Rental Property Rental property is carried at cost. Depreciation is provided for in amounts sufficient to relate the cost of depreciable assets to operations over their estimated service lives by use of the straight-line method. Cash Equivalents For purposes of the statement of cash flows, the partnership considers all highly liquid investments with original maturities of 90 days or less to be cash equivalents. Rental Income Rental income is recognized using the straight-line method over the term of the lease, which includes the rent concession period. The amount applicable to the rent concession is recorded as a deferred asset against which future collections are applied. Rental payments received in advance are deferred until earned. The lease between the partnership and the tenant of the property is an operating lease. F-34 59 QOCC-1 Associates NOTES TO FINANCIAL STATEMENTS December 31, 1998 NOTE A - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued) Income Taxes No provision or benefit for income taxes has been included in these financial statements since taxable income or loss passes through to, and is reportable by, the partners individually. Prepaid Leasing Commissions Prepaid leasing commissions are charged to operations using the straight-line method over 76 months. Leasing Costs Leasing costs were incurred to obtain a new tenant for the office building and improve the rental space. These costs are being written off using the straight-line method over the ten-year term of the lease. NOTE B - RENTAL INCOME UNDER OPERATING LEASE The partnership has leased the office building to a new tenant effective March 1994 under a ten-year term with a five-year renewal option at the discretion of the lessee. The tenant may terminate the lease after the 76th calendar month of the term by notifying the landlord as outlined in the lease agreement. Rental income consists of fixed base rent plus a fixed annual increase and variable lease reimbursement escalation, calculated annually. Future minimum base rental payments due under the noncancelable operating lease are as follows: Year ending December 31, 1999 $ 2,791,436 2000 2,861,222 2001 2,932,752 2002 3,006,071 2003 3,081,223 Thereafter 515,633 ----------------- $ 15,188,337 =================
F-35 60 QOCC-1 Associates NOTES TO FINANCIAL STATEMENTS December 31, 1998 NOTE C - RELATED PARTY TRANSACTION During 1998, the partnership incurred charges of approximately $121,827 for management fees, personnel services and supplies provided by affiliates of one of the partners. NOTE D - COMMITMENT The partnership has entered into a lease commission agreement with Carey Winston. The agreement provides for $546,696 of commissions to be paid for the first 76 months of the tenant's lease, which began March 1994. If the tenant does not exercise its option to terminate the lease after the 76th month, additional commissions in the amount of $376,198 for the remaining 44 months of the tenant's lease will be due at that time. NOTE E - CONCENTRATION OF CREDIT RISK The partnership maintains its cash balances in two banks. The balances are insured by the Federal Deposit Insurance Corporation up to $100,000 by each bank. As of December 31, 1998, the uninsured portion of the cash balances held at the banks was $131,957. F-36 61 FINANCIAL STATEMENTS AND INDEPENDENT AUDITORS' REPORT QOCC-1 ASSOCIATES DECEMBER 31, 1997 F-37 62 QOCC-1 ASSOCIATES TABLE OF CONTENTS
PAGE INDEPENDENT AUDITORS' REPORT F-39 FINANCIAL STATEMENTS BALANCE SHEET F-40 STATEMENT OF INCOME F-41 STATEMENT OF PARTNERS' EQUITY F-42 STATEMENT OF CASH FLOWS F-43 NOTES TO FINANCIAL STATEMENTS F-44
F-38 63 INDEPENDENT AUDITORS' REPORT To the Partners QOCC-1 Associates We have audited the accompanying balance sheet of QOCC-1 Associates as of December 31, 1997, and the related statements of income, partners' equity and cash flows for the year then ended. These financial statements are the responsibility of the partnership's management. Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of QOCC-1 Associates as of December 31, 1997, and the results of its operations and its cash flows for the year then ended, in conformity with generally accepted accounting principles. Bethesda, Maryland January 8, 1998 F-39 64 QOCC-1 Associates BALANCE SHEET December 31, 1997 ASSETS RENTAL PROPERTY Land $ 3,670,000 Land improvements 35,425 Building 11,461,343 Building improvements 79,896 ----------- 15,246,664 Less accumulated depreciation 3,295,590 ----------- 11,951,074 OTHER ASSETS Cash and cash equivalents 280,798 Prepaid taxes and insurance 99,999 Prepaid leasing commissions 215,803 Deferred rent concessions 1,312,273 Leasing costs, less accumulated amortization of $837,831 1,314,956 ----------- 3,223,829 ----------- $15,174,903 =========== LIABILITIES AND PARTNERS' EQUITY LIABILITIES Accounts payable and accrued expenses $ 19,971 Security deposit 231,957 ----------- 251,928 COMMITMENT -- PARTNERS' EQUITY 14,922,975 ----------- $15,174,903 ===========
See notes to financial statements F-40 65 QOCC-1 Associates STATEMENT OF INCOME Year ended December 31, 1997 Revenue Rental income - base $2,691,797 Rental income - reimbursements 67,665 Interest income 1,573 ---------- Total revenue 2,761,035 Expenses Accounting $ 8,250 Miscellaneous 2,637 Commissions 86,320 Depreciation and amortization 589,198 Insurance 5,772 Management fees 51,691 Personnel services 73,941 Repairs and maintenance 188,130 Supplies 2,137 Taxes 197,519 Utilities 6,463 -------- Total expenses 1,212,058 ---------- NET INCOME $1,548,977 ==========
See notes to financial statements F-41 66 QOCC-1 Associates STATEMENT OF PARTNERS' EQUITY Year ended December 31, 1997
Equity at January Net Equity at December 1, 1997 income Distributions 31, 1997 ----------- ----------- ------------ ----------- JH Quince Orchard Partners $15,213,661 $ 1,408,588 $ (1,987,598) $14,634,651 Quad Properties, Inc. 327,337 140,389 (179,402) 288,324 ----------- ----------- ------------ ----------- $15,540,998 $ 1,548,977 $ (2,167,000) $14,922,975 =========== =========== ============ ===========
See notes to financial statements F-42 67 QOCC-1 Associates STATEMENT OF CASH FLOWS Year ended December 31, 1997 Cash flows from operating activities Net income $ 1,548,977 Adjustments to reconcile net income to net cash provided by operating activities Depreciation and amortization 589,198 Increase in prepaid taxes and insurance (3,904) Decrease in accounts payable and accrued expenses (9,599) Decrease in prepaid leasing commissions 86,319 Decrease in prepaid rent and security deposit (215,131) Increase in deferred rent concessions (34,868) ----------- Net cash provided by operating activities 1,960,992 ----------- Cash flows from investing activities Investment in rental property (16,760) ----------- Net cash used in investing activities (16,760) ----------- Cash flows from financing activities Distributions to partners (2,167,000) ----------- Net cash used in financing activities (2,167,000) ----------- NET DECREASE IN CASH AND CASH EQUIVALENTS (222,768) Cash and cash equivalents, beginning 503,566 ----------- Cash and cash equivalents, end $ 280,798 ===========
See notes to financial statements F-43 68 QOCC-1 Associates NOTES TO FINANCIAL STATEMENTS December 31, 1997 NOTE A - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES The partnership was organized on December 27, 1988, as a general partnership under the laws of the State of Maryland for the purpose of operating an office building with approximately 99,782 net rentable square feet in Gaithersburg, Maryland. The building was acquired in December 1988. The partnership conducts its rental operations under a lease agreement with one tenant. Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. Rental Property Rental property is carried at cost. Depreciation is provided for in amounts sufficient to relate the cost of depreciable assets to operations over their estimated service lives by use of the straight-line method. Cash Equivalents For purposes of the statement of cash flows, the partnership considers all highly liquid investments with original maturities of 90 days or less to be cash equivalents. Rental Income Rental income is recognized using the straight-line method over the term of the lease, which includes the rent concession period. The amount applicable to the rent concession is recorded as a deferred asset against which future collections are applied. Rental payments received in advance are deferred until earned. The lease between the partnership and the tenant of the property is an operating lease. F-44 69 QOCC-1 Associates NOTES TO FINANCIAL STATEMENTS December 31, 1997 NOTE A - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued) Income Taxes No provision or benefit for income taxes has been included in these financial statements since taxable income or loss passes through to, and is reportable by, the partners individually. Prepaid Leasing Commissions Prepaid leasing commissions are charged to operations using the straight-line method over 76 months. Leasing Costs Leasing costs were incurred to obtain a new tenant for the office building and improve the rental space. These costs are being written off using the straight-line method over the ten-year term of the lease. NOTE B - RENTAL INCOME UNDER OPERATING LEASE The partnership has leased the office building to a new tenant effective March 1994 under a ten-year term with a five-year renewal option at the discretion of the lessee. The tenant may terminate the lease after the 76th calendar month of the term by notifying the landlord as outlined in the lease agreement. Rental income consists of fixed base rent plus a fixed annual increase and variable lease reimbursement escalation, calculated annually. Future minimum base rental payments due under the noncancelable operating lease are as follows:
Year ending December 31, 1998 $ 2,723,352 1999 2,791,436 2000 2,861,222 2001 2,932,752 2002 3,006,071 Thereafter 3,596,856 ---------- $17,911,689 ==========
F-45 70 QOCC-1 Associates NOTES TO FINANCIAL STATEMENTS December 31, 1997 NOTE C - RELATED PARTY TRANSACTION During 1997, the partnership incurred charges of approximately $125,809 for management fees, personnel services and supplies provided by affiliates of one of the partners. NOTE D - COMMITMENT The partnership has entered into a lease commission agreement with Carey Winston. The agreement provides for $546,696 of commissions to be paid for the first 76 months of the tenant's lease, which began March 1994. If the tenant does not exercise its option to terminate the lease after the 76th month, additional commissions in the amount of $376,198 for the remaining 44 months of the tenant's lease will be due at that time. NOTE E - CONCENTRATION OF CREDIT RISK The partnership maintains its cash balances in two banks. The balances are insured by the Federal Deposit Insurance Corporation up to $100,000 by each bank. As of December 31, 1997, the uninsured portion of the cash balances held at the banks was $131,957. F-46 71 JOHN HANCOCK REALTY INCOME FUND - II LIMITED PARTNERSHIP (A MASSACHUSETTS LIMITED PARTNERSHIP) SCHEDULE III REAL ESTATE AND ACCUMULATED DEPRECIATION YEAR ENDED DECEMBER 31, 1999
Costs Capitalized Initial Costs to Subsequent to Gross Amount Partnership Acquisition At Which Carried at Close of Period ----------- ----------- ----------------------------------- Buildings Buildings and and Description Encumbrances Land Improvements Improvements Land Improvements Total (1) - ----------- ------------ ---- ------------ ------------ ---- ------------ --------- Park Square Shopping Center Brooklyn Park, MN -- $2,410,000 $10,419,611 $56,619 $2,410,000 $10,476,229 $12,886,229
Life on Which Depreciation in Latest Statement Accumulated Date of Date of Operations Description Depreciation (4) Construction Acquired is Computed - ----------- ---------------- ------------ -------- ----------- Park Square Shopping Center Brooklyn Park, MN $3,997,381 1988 7/15/88 30 Years (2) 5 years (3)
1) The Partnership's properties' aggregate cost for federal income tax purposes at December 31, 1999 is as follows:
Property Amount -------- ------ Park Square Shopping Center $12,998,333
The Partnership's aggregate cost for federal income tax purposes may differ from the aggregate cost for Financial Statement purposes. 2) Estimated useful life for buildings 3) Estimated useful life for improvements 4) Reconciliation of Real Estate and Accumulated Depreciation
Years Ended December 31, 1999 1998 1997 ---- ---- ---- Investment in Real Estate Balance at beginning of year $ 19,258,208 $19,258,208 $19,258,208 Dispositions (6,371,979) -- -- Improvements -- -- -- ------------ ----------- ----------- $ 12,886,229 $19,258,208 $19,258,208 ============ =========== =========== Accumulated Depreciation Balance at beginning of year $ 4,822,969 $ 4,349,042 $ 3,875,115 Additions charged to costs and expenses 380,391 473,927 473,927 Dispositions (1,205,979) -- -- ------------ ----------- ----------- Balance at end of year $ 3,997,381 $ 4,822,969 $ 4,349,042 ============ =========== ===========
S-1 72 JOHN HANCOCK REALTY INCOME FUND - II LIMITED PARTNERSHIP (A MASSACHUSETTS LIMITED PARTNERSHIP) SCHEDULE IV MORTGAGE LOANS ON REAL ESTATE YEAR ENDED DECEMBER 31, 1999
Principal Amount of Loans Subject Final Maturity Periodic Face Amount Carrying Amount To Delinquent Description Interest Rate Date Payment Terms Prior Liens of Mortgages of Mortgages Principal or Interest - ----------- ------------- -------------- ------------- ----------- ------------ ------------ ---------------------
There are no mortgage loans outstanding as of December 31, 1999. INVESTMENT IN MORTGAGE LOANS
Years Ended December 31, 1999 1998 1997 ---- ---- ---- Balance at beginning of year $ -- $1,700,000 $5,245,361 New mortgage loans -- -- -- Collection of principal -- 1,700,000 3,545,361 Foreclosures -- -- -- ------- ---------- ---------- Balance at end of year $ -- $ -- $1,700,000 ======= ========== ==========
S-2 EX-27 2 FINANCIAL DATA SCHEDULE
5 0000818257 JOHN HANCOCK REALTY INCOME FUND-II LIMITED PARTNERSHIP 12-MOS DEC-31-1999 DEC-31-1999 3,071,333 0 7,921 0 0 3,079,254 12,886,229 3,997,381 19,055,403 238,385 0 0 0 0 18,817,018 19,055,403 0 8,168,076 0 699,588 545,887 0 0 6,922,601 0 6,922,601 0 0 0 6,922,601 2.56 2.56
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