1
FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED March 31, 2001
------------------------------------------------
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM 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)
(800) 722-5457
- --------------------------------------------------------------------------------
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE:
N/A
- --------------------------------------------------------------------------------
(FORMER NAME, FORMER ADDRESS AND FORMER FISCAL YEAR,
IF CHANGED SINCE LAST REPORT)
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
----- -----
2
INDEX
PART I: FINANCIAL INFORMATION PAGE
Item 1 - Financial Statements:
Balance Sheets at March 31, 2001 and
December 31, 2000 3
Statements of Operations for the Three
Months Ended March 31, 2001 and 2000 4
Statements of Partners' Equity for the
Three Months Ended March 31, 2001 and
for the Year Ended December 31, 2000 5
Statements of Cash Flows for the Three
Months Ended March 31, 2001 and 2000 6
Notes to Financial Statements 7-13
Item 2 - Management's Discussion and Analysis of
Financial Condition and Results of Operations 14-16
PART II: OTHER INFORMATION 17
2
3
JOHN HANCOCK REALTY INCOME FUND-II LIMITED PARTNERSHIP
(A MASSACHUSETTS LIMITED PARTNERSHIP)
PART I: FINANCIAL INFORMATION
ITEM 1: FINANCIAL STATEMENTS
BALANCE SHEETS
(UNAUDITED)
ASSETS
MARCH 31, DECEMBER 31,
2001 2000
---- ----
Cash and cash equivalents $3,572,409 $3,589,634
---------- ----------
Total assets $3,572,409 $3,589,634
========== ==========
LIABILITIES AND PARTNERS' EQUITY
Accounts payable and accrued expenses $ 49,651 $ 76,691
Accounts payable to affiliates 112,351 105,664
---------- ----------
Total liabilities 162,002 182,355
Partners' equity/(deficit):
General Partner's deficit (180,360) (180,391)
Limited Partners' equity 3,590,767 3,587,670
---------- ----------
Total partners' equity 3,410,407 3,407,279
---------- ----------
Total liabilities and partners' equity $3,572,409 $3,589,634
========== ==========
See Notes to Financial Statements
3
4
JOHN HANCOCK REALTY INCOME FUND-II LIMITED PARTNERSHIP
(A MASSACHUSETTS LIMITED PARTNERSHIP)
STATEMENTS OF OPERATIONS
(UNAUDITED)
THREE MONTHS ENDED
MARCH 31,
2001 2000
---- ----
Income:
Rental income $ 35,908 $257,832
Income from joint venture -- 223,813
Interest income 49,684 38,974
-------- --------
Total income 85,592 520,619
Expenses:
Depreciation -- 87,302
General and administrative expenses 82,464 27,190
Property operating expenses -- 39,393
Amortization of deferred expenses -- 36,948
-------- --------
Total expenses 82,464 190,833
-------- --------
Net income $ 3,128 $329,786
======== ========
Allocation of net income:
General Partner $ 31 $ 3,298
John Hancock Limited Partner -- --
Investors 3,097 326,488
-------- --------
$ 3,128 $329,786
======== ========
Net income per Unit $ 0.00 $ 0.13
======== ========
See Notes to Financial Statements
4
5
JOHN HANCOCK REALTY INCOME FUND-II LIMITED PARTNERSHIP
(A MASSACHUSETTS LIMITED PARTNERSHIP)
STATEMENTS OF PARTNERS' EQUITY
(UNAUDITED)
THREE MONTHS ENDED MARCH 31, 2001 AND
YEAR ENDED DECEMBER 31, 2000
GENERAL LIMITED
PARTNER PARTNERS TOTAL
------- -------- -----
Partners' equity/(deficit) at January 1, 2000
(2,601,552 Units outstanding) ($145,091) $18,962,109 $18,817,018
Less: Cash distributions (16,366) (13,499,974) (13,516,340)
Add: Net income (18,934) (1,874,465) (1,893,399
---------- ------------ -----------
Partner's equity/(deficit) at December 31, 2000 (180,391) 3,587,670 3,407,279
(2,601,552 Units outstanding)
Less: Cash distributions - - -
Add: Net income 31 3,097 3,128
--------- ----------- -----------
Partners' equity/(deficit) at March 31, 2001
(2,601,552 Units outstanding) ($180,360) $ 3,590,767 $ 3,410,407
========= =========== ===========
See Notes to Financial Statements
5
6
JOHN HANCOCK REALTY INCOME FUND-II LIMITED PARTNERSHIP
(A MASSACHUSETTS LIMITED PARTNERSHIP)
STATEMENTS OF CASH FLOWS
(UNAUDITED)
THREE MONTHS ENDED
MARCH 31,
2001 2000
---- ----
Operating activities:
Net income $ 3,128 $ 329,786
Adjustments to reconcile net income to net cash provided by operating
activities:
Depreciation -- 87,302
Amortization of deferred expenses -- 36,948
Cash distributions over (under) equity in
income from joint venture -- (148,513)
----------- -----------
3,128 305,523
Changes in operating assets and liabilities:
Decrease/(increase) in restricted cash -- 104,393
Increase in other assets -- (60,000)
Increase (decrease) in accounts payable and accrued expenses (27,040) 64,547
Increase (decrease) in accounts payable to affiliates 6,687 (44,384)
----------- -----------
Net cash provided by (used in) operating activities (17,225) 370,079
Investing activities:
Increase in deferred expenses and other assets -- (12,484)
----------- -----------
Net cash used in investing activities -- (12,484)
Financing activities:
Cash distributed to Partners -- (553,232)
----------- -----------
Net cash used in financing activities -- (553,232)
----------- -----------
Net decrease in cash and cash
equivalents (17,225) (195,637)
Cash and cash equivalents at beginning
of year 3,589,634 2,951,442
----------- -----------
Cash and cash equivalents at end
of period $ 3,572,409 $ 2,755,805
=========== ===========
See Notes to Financial Statements
6
7
JOHN HANCOCK REALTY INCOME FUND-II LIMITED PARTNERSHIP
(A MASSACHUSETTS LIMITED PARTNERSHIP)
NOTES TO FINANCIAL STATEMENTS
(UNAUDITED)
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 March 31, 2001, 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 3,984 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 was 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, as is described in the
following paragraph, 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.
During 2000, the Partnership sold the last two properties in its
portfolio, one of which was held through a joint venture, resulting in
the termination of the operations of the Partnership. The Partnership
will be dissolved, in accordance with the terms of the Partnership
Agreement, as soon as reasonably practicable.
2. SIGNIFICANT ACCOUNTING POLICIES
The accompanying unaudited financial statements have been prepared in
accordance with accounting principles generally accepted in the United
States for interim financial information and with the instructions for
Form 10-Q and Rule 10-01 of Regulation S-X. Accordingly, they do not
include all of the information and footnotes required by accounting
principles generally accepted in the United States for complete
financial statements. In the opinion of management, all adjustments
(consisting of normal recurring accruals) considered necessary for a
fair representation have been included. Operating results for the
three-month period ended March 31, 2001 are not necessarily indicative
of the results that may be expected for the year ending December 31,
2001. For further information, refer to the financial statements and
footnotes thereto included in the Partnership's Annual Report on Form
10-K for the year ended December 31, 2000.
The preparation of financial statements in conformity with accounting
principles generally accepted in the United States 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.
7
8
JOHN HANCOCK REALTY INCOME FUND-II LIMITED PARTNERSHIP
(A MASSACHUSETTS LIMITED PARTNERSHIP)
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
(UNAUDITED)
2. SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Cash equivalents are highly liquid investments with 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.
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.
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 the periods hereof was calculated by
dividing the Investors' share of net income by the number of Units
outstanding at the end of such period.
No provision for income taxes has been made in the Financial Statements
since such taxes are the responsibility of the individual Partners and
Investors 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.
8
9
JOHN HANCOCK REALTY INCOME FUND-II LIMITED PARTNERSHIP
(A MASSACHUSETTS LIMITED PARTNERSHIP)
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
(UNAUDITED)
3. THE PARTNERSHIP AGREEMENT (CONTINUED)
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 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.
9
10
JOHN HANCOCK REALTY INCOME FUND-II LIMITED PARTNERSHIP
(A MASSACHUSETTS LIMITED PARTNERSHIP)
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
(UNAUDITED)
3. THE PARTNERSHIP AGREEMENT (CONTINUED)
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. The General Partner will find any
deficit balance in its capital account prior to the dissolution of the
Partnership.
The General Partner will fund any deficit balance in its capital
account prior to the dissolution of the Partnership.
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 months ended
March 31, 2001 and 2000 and to which the General Partner or its
affiliates are entitled to reimbursement from the Partnership were
$20,020 and $20,371, 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 8. There were
no costs included in the Statements of Operations for the three months
ended March 31, 2001 and 2000, respectively, representing the
Partnership's share of costs incurred by the General Partner and its
Affiliates relating to the class action complaint. Through March 31,
2001, the Partnership has accrued a total of $217,871 as its share of
the costs incurred by the General Partner and its Affiliates resulting
from this matter.
The General Partner also believes that this indemnification applies to
the complaint filed in the Superior Court of the State of California
for the County of Los Angeles described in Note 8. Accordingly, the
Partnership incurred and paid $35,138 representing 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 one other
affiliated real estate limited partnerships.
10
11
JOHN HANCOCK REALTY INCOME FUND-II LIMITED PARTNERSHIP
(A MASSACHUSETTS LIMITED PARTNERSHIP)
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
(UNAUDITED)
5. PROPERTY HELD FOR SALE
During March 2000, the Park Square Shopping Center was listed for sale.
Accordingly, this property was classified as "Property held for sale"
on the Balance Sheet since March 31, 2000 at its carrying value. During
the second quarter of 2000, as a result of changes in the status of the
supermarket anchor at the property and, in general, the continued
weakness in local real estate market conditions, the General Partner
wrote-down the carrying amount of Park Square Shopping Center by
$2,017,976 to an amount equal to the net proceeds projected to be
received as a result of the sales price that had been negotiated with
the then prospective buyer.
On August 30, 2000, the Partnership sold the Park Square Shopping
Center for a net sale price of $6,309,923, after deductions for
commissions and selling expenses incurred in connection with the sale
of the property. This transaction resulted in a non-recurring loss of
$562,917, representing the difference between the net sale price and
the property's adjusted carrying value of $6,872,840.
6. 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 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 owned and operated 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 provided that the Affiliated
Joint Venture contribute 95% of any required additional capital
contributions. Of the cumulative total invested capital in QOCC-1
Associates since 1988, 97.55% was contributed by the Affiliated Joint
Venture. The Affiliated Joint Venture held a 75% interest in QOCC-1
Associates.
Net cash flow from QOCC-1 Associates was 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,
1997 and 1996, the partners received returns on invested capital of
approximately 12%.
Income and gains of QOCC-1 Associates, other than the gains allocated
arising from a sale other similar event with respect to the Quince
Orchard Corporate Center, were allocated in the following order of
priority: i) to the partners who were entitled to receive a
distribution of net cash flow, pro rata in the same order and amounts
as such distributions were made and ii) the balance, if any, to the
partners, pro rata in accordance with their interests.
On September 29, 2000, QOCC-1 Associates sold the Quince Orchard
Corporate Center to a non-affiliated buyer for a total net sales price
of $12,554,940 after deductions for commissions and selling expenses
incurred in connection with the sale of the property. Fifty percent of
the net proceeds of the sale, or $6,277,470, was distributed to the
Partnership and fifty percent was distributed to Income Fund-III.
QOCC-1 Associates was subsequently liquidated in December 2000.
11
12
JOHN HANCOCK REALTY INCOME FUND-II LIMITED PARTNERSHIP
(A MASSACHUSETTS LIMITED PARTNERSHIP)
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
(UNAUDITED)
7. 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:
Three Months Ended March 31,
2001 2000
---- ----
Net income per Statements of Operations $ 3,128 $ 329,786
Add/(deduct): Excess of tax depreciation
over book depreciation -- (73,265)
Excess of book amortization
over tax amortization -- 3,057
--------- ---------
Net income for federal income tax purposes $ 3,128 $ 259,578
========= =========
8. 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.
A settlement agreement was 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 paid
fees and expenses to 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.
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.
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.
12
13
JOHN HANCOCK REALTY INCOME FUND-II LIMITED PARTNERSHIP
(A MASSACHUSETTS LIMITED PARTNERSHIP)
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
(UNAUDITED)
8. CONTINGENCIES (CONTINUED)
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.
A settlement agreement was reached on February 18, 2000 terminating all
litigation between the parties. The settlement did not have a material
adverse impact on the Partnership's financial position.
13
14
JOHN HANCOCK REALTY INCOME FUND-II LIMITED PARTNERSHIP
(A MASSACHUSETTS LIMITED PARTNERSHIP)
ITEM 2: 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 Partners' 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 Notes 5 and 6
to the Financial Statements included in Item 1 of this Report.
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, 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.
LIQUIDITY AND CAPITAL RESOURCES
At March 31, 2001 the Partnership had $3,572,409 in cash and cash equivalents.
The Partnership has a working capital reserve with a current balance of
approximately $3,400,000. The General Partner anticipates that such amount
should be sufficient to satisfy the Partnership's general liquidity requirements
as the Partnership business is wound down. Liquidity would, however, be
materially adversely affected by significant operating and liquidation costs
(including but not limited to litigation expenses). 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 or short-term loans from the General
Partner or its Affiliates.
14
15
JOHN HANCOCK REALTY INCOME FUND-II LIMITED PARTNERSHIP
(A MASSACHUSETTS LIMITED PARTNERSHIP)
ITEM 2: MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS (CONTINUED)
LIQUIDITY AND CAPITAL RESOURCES (CONTINUED)
There was no cash distribution to the Investors during the three months ended
March 31, 2001. As a result of the disposition by the Partnership of all of its
remaining properties during 2000, the General Partner has determined that it is
in the best interests of the Partnership to retain rather than distribute to
Investors, net cash provided by the Partnership's normal operations in order to
fund cash reserves for contingencies, as is permitted by the Partnership
Agreement. Accordingly, no cash distributions will be made to the Investors
until the final distribution, if any, as discussed above.
RESULTS OF OPERATIONS
Net income for the period ended March 31, 2001 was $3,128, as compared to net
income of $329,786 for the same period in 2000, representing a decrease of
$326,658, or 99%. This decrease is primarily due to a decrease in rental income
resulting from the sale of Park Square Shopping Center in August 2000 and a
decrease in income from joint venture resulting from the sale of the
Partnership's joint venture investment in the Quince Orchard Corporate Center in
September 2000.
Average occupancy for the Partnership's investments was as follows:
Three Months Ended March 31,
2001 2000
---- ----
Park Square Shopping Center N/A 88%
Quince Orchard Corporate Center (Affiliated Joint Venture) N/A 100%
Rental income for the period ended March 31, 2001 decreased by $221,924, or 86%,
as compared to the same period during 2000 primarily due to the sale of Park
Square Shopping Center in August 2000. Included in the results for the current
period are real estate tax reimbursements of approximately $31,000 that were
received by the Partnership from a tenant that were calculated subsequent to the
sale of the property.
Income from joint venture for the period ended March 31, 2001 decreased by
$223,813, or 100%, as compared to the same period during 2000 primarily due to
the sale of the Partnership's joint venture interest in Quince Orchard Corporate
Center in September 2000.
General and administrative expenses for the period ended March 31, 2001
increased by $55,274, or 203%, as compared to the same period in 2000. This
increase was primarily due to payment in the current quarter of final legal
expenses in connection with the class action complaint (see Part II, Item 1 of
this Report).
Property operating expenses for the period ended March 31, 2001 decreased by
$39,393, or 100%, as compared to the same period during 2000 primarily due to
the sale of the Park Square Shopping Center in August 2000.
Depreciation expense for the period ended March 31, 2001 decreased by $87,302,
or 100%, as compared to the same period during 2000 primarily due to the sale of
the Park Square Shopping Center.
Amortization of deferred expenses for the period ended March 31, 2001 decreased
by $36,948, or 100%, as compared to the same period during 2000 primarily due to
the fact that acquisition fees paid to the General Partner were fully amortized
during 2000 when the last two properties were sold.
The General Partner believes that inflation has had no significant impact on the
Partnership's operations during the three months ended March 31, 2001, and the
General Partner anticipates that inflation will not have a significant impact
during the remainder of 2001.
15
16
JOHN HANCOCK REALTY INCOME FUND-II LIMITED PARTNERSHIP
(A MASSACHUSETTS LIMITED PARTNERSHIP)
ITEM 2: MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS (CONTINUED)
CASH FLOW
The following table provides the calculations of Cash from Operations and
Distributable Cash from Operations which are calculated in accordance with
Section 17 of the Partnership Agreement:
Three Months Ended March 31,
2001 2000
---- ----
Net cash provided by operating activities (a) ($ 17,225) $ 370,079
Net change in operating assets and liabilities (a) 20,353 (64,556)
--------- ---------
Net cash provided by operations (a) 3,128 305,523
Increase in working capital reserves (3,128) --
--------- ---------
Cash from operations (b) -- 305,523
Decrease in working capital reserves -- 167,486
--------- ---------
Distributable cash from operations (b) $ 0 $ 473,009
========= =========
Allocation to General Partner $ -- $ 4,730
Allocation to Investors -- 468,279
Allocation to John Hancock Limited Partner -- --
--------- ---------
$ 0 $ 473,009
========= =========
(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 1 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.
The amount of future cash distributions will be dependent upon the need to draw
down working capital reserves. As of the date of this report, all of the
properties in the Partnership have been sold. In order to adequately provide for
all future contingencies, the General Partner has determined (as permitted by
the Partnership Agreement) to retain rather than distribute to the Limited
Partners, net cash provided by the Partnership's normal operations in order to
fund cash reserves for contingencies. Accordingly, no cash distributions with
respect to Distributable Cash from Operations will be made to the Limited
Partners. At such time as all liabilities with respect to the Partnership are
resolved, the General partner will make a final distribution of net assets to
the Limited Partners, in accordance with the terms of the Partnership Agreement.
No assurances can be given as to whether any distribution can be made after all
liabilities of the Partnership are resolved. Such final distribution, if any,
will result in the liquidation and termination of the Partnership.
16
17
JOHN HANCOCK REALTY INCOME FUND-II LIMITED PARTNERSHIP
(A MASSACHUSETTS LIMITED PARTNERSHIP)
PART II: OTHER INFORMATION
ITEM 1. 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.
A settlement agreement was 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 paid
fees and expenses to 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.
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.
A settlement agreement was reached on February 18, 2000 terminating all
litigation between the parties. The settlement did 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 2. CHANGES IN SECURITIES
There were no changes in securities during the first quarter of 2001.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
There were no defaults upon senior securities during the first quarter
of 2001.
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 first quarter of 2001.
ITEM 5. OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) There are no exhibits to this report
(b) There were no Reports on Form 8-K filed during the first
quarter of 2001.
17
18
JOHN HANCOCK REALTY INCOME FUND-II LIMITED PARTNERSHIP
(A MASSACHUSETTS LIMITED PARTNERSHIP)
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this Report to be signed on its behalf by the
undersigned, thereunto duly authorized, on the 15th day of May, 2001.
John Hancock Realty Income Fund-II
Limited Partnership
By: John Hancock Realty Equities, Inc.,
General Partner
By: /s/ Paul F. Hahesy
---------------------------------
Paul F. Hahesy, President
By: /s/ Virginia H. Lomasney
---------------------------------
Virginia H. Lomasney, Treasurer
(Chief Accounting Officer)
18