<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_____________
FORM 10-Q
QUARTERLY REPORT UNDER SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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For Quarter Ended June 30, 1999 Commission File Number 0-13323
NEW ENGLAND LIFE PENSION PROPERTIES II;
A REAL ESTATE LIMITED PARTNERSHIP
(Exact name of registrant as specified in its charter)
Massachusetts 04-2803902
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
225 Franklin Street, 25th Fl.
Boston, Massachusetts 02110
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code:
(617) 261-9000
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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 twelve (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
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NEW ENGLAND LIFE PENSION PROPERTIES II;
A REAL ESTATE LIMITED PARTNERSHIP
FORM 10-Q
FOR QUARTER ENDED JUNE 30, 1999
PART I
FINANCIAL INFORMATION
----------------------
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NEW ENGLAND LIFE PENSION PROPERTIES II;
A REAL ESTATE LIMITED PARTNERSHIP
BALANCE SHEETS
<TABLE>
<CAPTION>
June 30, 1999 December 31, 1998
(Unaudited) (Audited)
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<S> <C> <C>
ASSETS
Cash and cash equivalents 1,100,566 3,504,992
Interest and rent receivable - 10,095
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$1,100,566 $3,515,087
========== ==========
LIABILITIES AND PARTNERS' CAPITAL
Accounts payable $ 35,135 $ 42,397
Deferred disposition fees - 691,124
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Total liabilities 35,135 733,521
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Partners' capital:
Limited partners ($0 per
unit, 110,000 units authorized,
39,917 units issued and
outstanding) 903,700 2,619,607
General partner 161,731 161,959
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Total partners' capital 1,065,431 2,781,566
---------- ----------
$1,100,566 $3,515,087
========== ==========
</TABLE>
(See accompanying notes to unaudited financial statements)
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NEW ENGLAND LIFE PENSION PROPERTIES II;
A REAL ESTATE LIMITED PARTNERSHIP
STATEMENTS OF OPERATIONS
(Unaudited)
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended Three Month Ended Six Months Ended
June 30, 1999 June 30, 1999 June 30, 1998 June 30, 1998
------------------ ---------------- ----------------- ----------------
<S> <C> <C> <C> <C>
INVESTMENT ACTIVITY
Property rentals $ - $ - $ 684,954 $1,386,068
Property operating expenses - - (182,067) (372,554)
Depreciation and amortization - - ( 86,909) (173,818)
------------------ ---------------- --------- ----------
Total real estate activity - - 415,978 839,696
Interest on cash equivalents
and short term investments 13,538 46,652 50,710 101,367
------------------ ---------------- --------- ----------
Total investment activity 13,538 46,652 466,688 941,063
------------------ ---------------- --------- ----------
PORTFOLIO EXPENSES
Management fee - - 185,708 226,981
General and administrative 32,628 69,427 31,494 69,618
------------------ ---------------- --------- ----------
32,628 69,427 217,202 296,599
------------------ ---------------- --------- ----------
Net Income (Loss) $ (19,090) $ (22,775) $ 249,486 $ 644,464
================== ================ ========= ==========
Net income (loss) per limited partnership
unit $ (.47) $ (.56) $ 6.19 $ 15.98
================== ================ ========= ==========
</TABLE>
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NEW ENGLAND LIFE PENSION PROPERTIES II;
A REAL ESTATE LIMITED PARTNERSHIP
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
Cash distributions per
limited partnership unit $ - $ - $ 10.35 $ 19.42
======= ======= ======= =======
Cash distributions per limited
partnership incentive units $ - $ 62.32 $ - $ -
======= ======= ======= =======
Number of limited partnership
units outstanding during the period 39,917 39,917 39,917 39,917
======= ======= ======= =======
</TABLE>
(See accompanying notes to unaudited financial statements)
<PAGE>
NEW ENGLAND LIFE PENSION PROPERTIES II;
A REAL ESTATE LIMITED PARTNERSHIP
STATEMENTS OF PARTNERS' CAPITAL
(Unaudited)
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended Three Months Ended Six Months Ended
June 30, 1999 June 30, 1999 June 30, 1998 June 30, 1998
---------------------- -------------------- ----------------------- --------------------------
General Limited General Limited General Limited General Limited
Partner Partners Partner Partners Partner Partners Partner Partners
--------- ---------- --------- ---------- ----------- ------------ ------------- -----------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Balance at
beginning of
period $(684,758) $ 1,769,279 $161,959 $2,619,607 $113,328 $14,290,086 $113,035 $14,261,105
Cash
distributions - - (846,680) (846,680) (4,173) (413,141) (7,830) (775,188)
Capital allocation 846,680 (846,680) 846,680 (846,680) - - - -
(see Note 2)
Net income (loss) (191) (18,899) (228) (22,547) 2,495 246,991 6,445 638,019
-------- -------- -------- -------- -------- ----------- -------- -----------
Balance at
end of period $ 161,731 $ 903,700 $161,731 $ 903,700 $111,650 $14,123,936 $111,650 $14,123,936
======== ======== ======== ======== ======== =========== ======== ===========
</TABLE>
(See accompanying notes to unaudited financial statements)
<PAGE>
NEW ENGLAND LIFE PENSION PROPERTIES II;
A REAL ESTATE LIMITED PARTNERSHIP
SUMMARIZED STATEMENTS OF CASH FLOWS
(Unaudited)
Six Months Ended June 30,
---------------------------
1999 1998
------------- ------------
Net cash provided by (used in)
operating activities $ (19,942) $ 794,408
----------- ----------
Cash flows from investing activities:
Decrease in short-term investments, net - 1,844,431
Decrease in deferred disposition fees (691,124) -
----------- ----------
Net cash provided by (used in)
investing activities (691,124) 1,844,431
----------- ----------
Cash flows from financing activity:
Distributions to partners (1,693,360) (783,018)
----------- ----------
Net increase (decrease) in
cash and cash equivalents (2,404,426) 1,855,821
Cash and cash equivalents:
Beginning of period 3,504,992 2,111,776
----------- ----------
End of period $ 1,100,566 $3,967,597
=========== ==========
(See accompanying notes to unaudited financial statements)
<PAGE>
NEW ENGLAND LIFE PENSION PROPERTIES II;
A REAL ESTATE LIMITED PARTNERSHIP
NOTES TO FINANCIAL STATEMENTS (Unaudited)
In the opinion of management, the accompanying unaudited financial
statements contain all adjustments necessary to present fairly the Partnership's
financial position as of June 30, 1999 and December 31, 1998 and the results of
its operations, its cash flows and partners' capital for the interim periods
ended June 30, 1999 and 1998. These adjustments are of a normal recurring
nature.
See notes to financial statements included in the Partnership's 1998 Annual
Report on Form 10-K for additional information relating to the Partnership's
financial statements.
NOTE 1 - ORGANIZATION AND BUSINESS
- ----------------------------------
New England Life Pension Properties II; A Real Estate Limited Partnership
(the "Partnership") is a Massachusetts limited partnership organized for the
purpose of investing primarily in newly constructed and existing income
producing real properties. It primarily serves as an investment for qualified
pension and profit sharing plans and other entities intended to be exempt from
Federal income tax. The Partnership commenced operations in June, 1984 and
acquired six real estate investments through 1986. The Partnership sold its last
remaining real estate asset in October 1998 and therefore intends to liquidate
and dissolve in 1999.
NOTE 2 - CAPITAL ALLOCATION
- ----------------------------------
In accordance with the Partnership Agreement, $846,680 was distributed to
the General Partner during the first quarter of 1999 based on the Partnership's
historical performance. Upon liquidation of the Partnership, the General
Partner is not required to refund the Partnership for any negative capital
balance related to such distribution. As the Partnership intends to liquidate
and dissolve in 1999, $846,680 was allocated from the Limited Partners' capital
balance to the General Partner's capital balance during the second quarter of
1999.
<PAGE>
NEW ENGLAND LIFE PENSION PROPERTIES II;
A REAL ESTATE LIMITED PARTNERSHIP
Management's Discussion and Analysis of Financial Condition and Results of
- --------------------------------------------------------------------------
Operations
- ----------
Liquidity and Capital Resources
The Partnership completed its offering of units of limited partnership
interest in November, 1984. A total of 39,917 units were sold. The Partnership
received proceeds of $36,296,995, net of selling commissions and other offering
costs, which have been used for investment in real estate and the payment of
related acquisition costs, or retained as working capital reserves. The
Partnership made six real estate investments; all investments have been sold,
one in 1993, two in 1996, two in 1997 and one in 1998. Capital of $49,513,047
($1,240.40 per limited partnership unit) has been returned to the limited
partners through June 30, 1999 as a result of sales and similar transactions.
At June 30, 1999, the Partnership had $1,100,566 in cash and cash
equivalents, which is being retained primarily as a reserve in the event of any
claim for breach of a representation or warranty in connection with the sale of
the Case Communication property on October 13, 1998, and as an additional
reserve in connection with the liquidation of the Partnership. Due to the sale
of the Partnership's last investment, the General Partner has elected not to
make any further distributions until all Partnership expenses have been paid or
reconciled. The Partnership intends to liquidate and dissolve in late 1999. On
January 28, 1999, the Partnership made an initial liquidating distribution in
the aggregate amount of $1,693,359. Of this distribution, $846,680 was
distributed to investors who are part of the Partnership's Early Investor
Incentive Program (the "Program") in the amount of $62.32 per limited
partnership unit. The remaining $846,680 was paid to the General Partner, as
its share of the initial liquidating distribution in accordance with the terms
of the Program.
Year 2000 Readiness Disclosure
- ------------------------------
The Year 2000 Issue is a result of computer programs being written using
two digits rather than four to define the applicable year. Computer programs
that have date-sensitive software may recognize a date using "00" as the year
1900 rather than the year 2000. This could result in a system failure or
miscalculations causing disruptions of operations, including, among other
things, a temporary inability to process transactions or engage in normal
business operations.
The Partnership relies on AEW Capital Management L.P. ("AEW Capital
Management"), the parent of AEW Real Estate Advisors, Inc., to generate
financial information and to provide other services, which are dependent on the
use of computers. The Partnership has obtained assurances from AEW Capital
Management that:
. AEW Capital Management has developed a Year 2000 Plan (the "Plan")
consisting of five phases: inventory, assessment, testing,
remediation/repair and certification.
<PAGE>
NEW ENGLAND LIFE PENSION PROPERTIES II;
A REAL ESTATE LIMITED PARTNERSHIP
. As of September 30, 1998, AEW Capital Management had completed the
inventory and assessment phases of this Plan and had commenced the
testing and remediation/repair of internal systems.
. AEW Capital Management concluded the internal testing,
remediation/repair and certifications of its Plan in June 1999.
Because the Partnership has sold all of its real property investments, the
Partnership no longer relies on joint venture partners and/or property managers
to suppply financial and other data with respect to its real properties.
Consequently, the Partnership does not have any material provider of data other
AEW Capital Management.
The Partnership is developing a contingency plan in the event of a
particular provider or system not being Year 2000 compliant. The inability of
one of these providers to complete its Year 2000 resolution process could
materially impact the Partnership. In addition, the Partnership is also subject
to external forces that might generally affect industry and commerce, such as
utility or transportation company Year 2000 compliance failures and related
service interruptions. Given the nature of its operations, the Partnership will
not incur any costs associated with Year 2000 compliance. All such costs are
borne by AEW Capital Management and the property managers.
Because the Partnership plans to liquidate and dissolve in 19999, the
Partnership does not believe it's operations will be affected by the Year 2000
Issue.
Results of Operations
As discussed above, the Partnership's last real estate investment was sold
in October 1998. Therefore, no comparative real estate investment results for
the periods ended June 30, 1998 and 1999 are presented.
Interest on cash equivalents and short-term investments for the three and
six months ended June 30, 1999, was $13,538 and $46,652, respectively, compared
to $50,710 and $101,367 for the same periods in 1998. The decreases of
approximately $37,000 or 73% and $55,000 or 54% for the three and six month
periods, respectively, are primarily due to lower investment balances in 1999 as
a result of the 1998 sale mentioned above.
Portfolio Expenses
The Partnership management fee is 9% of distributable cash flow from
operations after any increase or decrease in working capital reserves as
determined by the general partner. General and administrative expenses
primarily consist of real estate appraisal, printing, legal, accounting and
investor servicing fees.
<PAGE>
NEW ENGLAND LIFE PENSION PROPERTIES II;
A REAL ESTATE LIMITED PARTNERSHIP
Management fees decreased between the three and six months ended June 30,
1999 and 1998 concurrent with the discontinuance of operating cash
distributions, as a result of the 1998 sale discussed above.
General and administrative expenses for the three and six months ended June
30, 1999 were $32,628 and $69,427, respectively, compared to $31,494 and $69,618
for the same periods in 1998. Expenses remained relatively unchanged for both
comparable periods due to an underaccrual of state taxes related to the 1998
sale of the Partnership's remaining asset, which was realized in 1999.
<PAGE>
NEW ENGLAND PENSION PROPERTIES II;
A REAL ESTATE LIMITED PARTNERSHIP
FORM 10-Q
FOR QUARTER ENDED JUNE 30, 1999
PART II
OTHER INFORMATION
-------------------
Item 1-5 Not Applicable
Item 6. Exhibits and Reports on Form 8-K
a. Exhibits: (27) Financial Data Schedule
b. Reports on Form 8-K: No Current Reports on
Form 8-K were filed during the quarter ended
June 30, 1999.
<PAGE>
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.
NEW ENGLAND LIFE PENSION PROPERTIES II;
A REAL ESTATE LIMITED PARTNERSHIP
(Registrant)
August 6, 1999
/s/ Alison Husid Cutler
-------------------------------
Alison Husid Cutler
President, Chief Executive Officer
and Director of General Partner,
Copley Properties Company II, Inc.
August 6, 1999
/s/ Karin J. Lagerlund
--------------------------------
Karin J. Lagerlund
Principal Financial and Accounting
Officer of General Partner,
Copley Properties Company II, Inc.
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-END> JUN-30-1999
<CASH> 1,100,566
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 1,100,566
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 1,100,566
<CURRENT-LIABILITIES> 35,135
<BONDS> 0
0
0
<COMMON> 0
<OTHER-SE> 1,065,431
<TOTAL-LIABILITY-AND-EQUITY> 1,100,566
<SALES> 0
<TOTAL-REVENUES> 46,652
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 69,427
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (22,775)
<INCOME-TAX> 0
<INCOME-CONTINUING> (22,775)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (22,775)
<EPS-BASIC> (0.56)
<EPS-DILUTED> (0.56)
</TABLE>
