<PAGE> 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, 1998
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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
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Commission file number 0-17664
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JOHN HANCOCK REALTY INCOME FUND-II
LIMITED PARTNERSHIP
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Massachusetts 04-2969061
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(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 21 - 25
Page 1 of 26
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TABLE OF CONTENTS
PART I
Item 1 Business 3
Item 2 Properties 6
Item 3 Legal Proceedings 7
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 16
Item 9 Changes in and Disagreements with Accountants
on Accounting and Financial Disclosure 16
PART III
Item 10 Directors and Executive Officers of the Registrant 17
Item 11 Executive Compensation 19
Item 12 Security Ownership of Certain Beneficial Owners
and Management 19
Item 13 Certain Relationships and Related Transactions 19
PART IV
Item 14 Exhibits, Financial Statement Schedules and
Reports on Form 8-K 21
Signatures 26
2
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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, 1998, 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 4,194 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
<PAGE> 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 1999
and, therefore, no increase in market rental rates is anticipated. During 1998,
the General Partner secured lease renewals with 10 tenants occupying an
aggregate of 20% of the property and during 1999 only one lease, representing
approximately 1% of the property, is 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, 1997, 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 1999.
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.
MIDC is located in an area that the Miami Airport Authority has targeted for
future expansion of the Airport. During May 1996, the Miami Airport Authority
made an offer to purchase MIDC, which the General Partner did not accept. Since
that time, the Miami Airport Authority has not focused its efforts on the
purchase of MIDC; however, it has continued to show interest in acquiring the
property. The General Partner will continue its efforts to negotiate with the
Miami Airport Authority to agree on a mutually acceptable sale of the property.
It is possible that, under certain circumstances, the Miami Airport Authority
could obtain this property through its powers of eminent domain, although at
this time no such plans have been announced or otherwise communicated to the
General Partner.
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ITEM 1 - BUSINESS (CONTINUED)
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. The demand for warehouse space close
to the airport is strong, however, new warehouse facilities continue to come
on-line creating more competition for tenants. The General Partner believes that
the Miami Airport Authority's desire to acquire MIDC i) has hampered and will
hamper the General Partner's ability to retain existing tenants and secure new
tenants and ii) will negatively impact the General Partner's ability to list the
property for sale and consummate a sale of the property.
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.
5
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ITEM 1 - BUSINESS (CONTINUED)
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.
ITEM 2 - PROPERTIES
As of December 31, 1998, 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, 1998 was
88%. At December 31, 1998, 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, 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.
The average occupancy for the Quince Orchard Corporate Center for the year ended
December 31, 1998 was 100%. At December 31, 1998 Quince Orchard's occupancy was
100%.
MIAMI INTERNATIONAL DISTRIBUTION CENTER
On July 31, 1989, the Partnership purchased the Miami International Distribution
Center ("MIDC") located in Miami, Florida, from the General Partner, which
transferred title to the property through a nominee corporation. MIDC is a
215,019 square foot warehouse/distribution facility located on a 9 acre site.
Average occupancy for MIDC for the year ended December 31, 1998 was 90%. At
December 31, 1998, MIDC's occupancy was 100%.
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.
6
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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. The certification order should not be construed
as suggesting that any member of the class is entitled to recover, or will
recover, any amount in the action.
The Partnership and the other defendants have answered the complaint, denying
the material allegations and raising numerous affirmative defenses. Discovery
has commenced, and the Partnership and other defendants have produced documents
relating to the plaintiff's claims. No depositions are scheduled. The court has
heard the defendants' motion to dismiss certain claims on grounds of the
expiration of the statutes of limitations and has stated it intends to hold a
further hearing on that matter to determine whether the case can be resolved by
the disposition of certain claims. The Partnership and the other defendants
intend to move to decertify the class and for summary judgment dismissing the
breach of contract claims.
The General Partner believes the allegations are totally without merit and will
continue to vigorously contest the action.
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.
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 1998.
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.
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ITEM 5 - MARKET FOR THE PARTNERSHIP'S SECURITIES AND RELATED SECURITY HOLDER
MATTERS (CONTINUED)
(b) NUMBER OF SECURITY HOLDERS
<TABLE>
<CAPTION>
Number of
Record holders Number of Units
as of outstanding as of
Title of Class December 31, 1998 December 31, 1998
-------------- ----------------- -----------------
<S> <C> <C>
Assignee Units 4,194 2,601,552
</TABLE>
(c) DIVIDEND HISTORY AND RESTRICTIONS
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 $2,626,916
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).
During the fiscal year ended December 31, 1997, the Partnership distributed cash
in the aggregate amount of $11,579,787 to the Partners. Of this amount
$2,785,500 was generated from Distributable Cash from Operations (defined in the
Partnership Agreement), and $8,794,287 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, 1998:
<TABLE>
<CAPTION>
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
------------ ------------ --------------- --------------- ------------ ------------
<S> <C> <C> <C> <C> <C>
February 14, 1997 * $9,556,358 $7,621 $651,429 $8,897,308 $3.42
May 15, 1997 709,513 7,094 -- 702,419 0.27
August 15, 1997 656,958 6,570 -- 650,388 0.25
November 14, 1997 656,958 6,570 -- 650,388 0.25
February 13, 1998 656,958 6,570 -- 650,388 0.25
May 15, 1998 * 2,342,764 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
</TABLE>
* 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 1998 and 1997 represent a 6.3% and 6.0%
return, respectively, on Investors' Invested Capital. The General Partner
anticipates that the Partnership will make distributions of Cash from Operations
in 1999 comparable to those made in 1998 and 1997. Distributions of
Distributable Cash from Sales, Financings or Repayments in 1999 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
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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, 1998. 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.
<TABLE>
<CAPTION>
Years Ended December 31,
1998 1997 1996 1995 1994
---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C>
Rental income $ 2,118,686 $ 2,160,549 $ 2,505,925 $ 2,447,532 $ 2,170,416
Income from joint venture 716,157 704,292 701,988 755,198 541,188
Interest income 226,635 395,621 877,475 879,508 843,631
Net income 1,460,777 1,868,724 1,602,127 2,414,024 1,985,107
Net income per Unit (b) 0.56 0.71 0.63 0.92 0.76
Ordinary tax income (a) 1,737,938 1,804,532 1,457,094 2,515,024 2,025,648
Ordinary tax income per Unit (b) 0.66 0.69 0.58 0.96 0.77
Cash distributions per Unit from
operations 1.00 1.06 1.16 0.96 0.96
Distributable Cash from Sales,
Financings or Repayments 1,685,806 5,478,869 3,315,418 -- --
Cash distribution per Unit from
Sales, Financings or Repayments 0.60 1.95 1.18 -- --
Cash and cash equivalents at
December 31 3,261,458 3,393,737 8,669,990 3,520,394 2,561,288
Total assets at December 31 25,579,774 28,321,090 38,131,131 39,349,380 39,413,410
</TABLE>
(a) The ordinary tax income for the Partnership was allocated as follows:
<TABLE>
<CAPTION>
Years Ended December 31,
1998 1997 1996 1995 1994
---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C>
General Partner $ 17,379 $ 18,045 $ 14,571 $ 25,150 $ 20,256
John Hancock Limited Partner -- -- (70,487) -- --
Investors 1,720,559 1,786,487 1,513,010 2,489,874 2,005,392
---------- ---------- ---------- ---------- ----------
Total $1,737,938 $1,804,532 $1,457,094 $2,515,024 $2,025,648
========== ========== ========== ========== ==========
</TABLE>
(b) 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, 1998, 1997, 1996, 1995 and 1994. The
ordinary tax income per Unit as presented for 1998, 1997, 1996, 1995
and 1994 was computed by dividing the Investors' share of ordinary tax
income by the number of Units outstanding during the year.
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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 General Partner and John Hancock Mutual Life Insurance Company, the General
Partner's ultimate parent (together, John Hancock) along with the Partnership,
have developed a plan to modify or replace significant portions of the
Partnership's computer information and automated technologies so that its
systems will function properly with respect to the dates in the year 2000 and
thereafter. The Partnership presently believes that with modifications to
existing systems and conversions to new technologies, the year 2000 will not
pose significant operational problems for its computer systems. However, if
certain modifications and conversions are not made, or are not completed timely,
the year 2000 issue could have an adverse impact on the operations of the
Partnership.
John Hancock as early as 1994 had begun assessing, modifying and converting the
software related to its significant systems and has initiated formal
communications with its significant business partners and customers to determine
the extent to which John Hancock's interface systems are vulnerable to those
third parties' failure to remediate their own year 2000 issues. While John
Hancock is developing alternative third party processing arrangements as it
deems appropriate, there is no guarantee that the systems of other companies on
which the Partnership's systems rely will be converted timely or will not have
an adverse effect on the Partnership's systems.
The Partnership expects the project to be substantially complete by early 1999.
This completion target was derived utilizing numerous assumptions of future
events, including availability of certain resources and other factors. However,
there can be no guarantee that this completion target will be achieved.
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
<PAGE> 11
ITEM 7: MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS (CONTINUED)
LIQUIDITY AND CAPITAL RESOURCES
At December 31, 1998, the Partnership had $3,261,458 in cash and cash
equivalents and $122,222 in restricted cash.
The Partnership has a working capital reserve with a balance of approximately
$2,400,000. 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 mortgage loan to 205 Newbury Associates matured on April 1, 1998 at which
time the borrower repaid the entire outstanding principal balance in the amount
of $1,700,000. 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.
The Partnership incurred $103,412 of leasing costs at the Park Square Shopping
Center and Miami International Distribution Center during 1998. The General
Partner anticipates that the Partnership will incur an aggregate of
approximately $168,000 of leasing costs at the Park Square Shopping Center and
Miami International Distribution Center properties during 1999. The current
balance in the working capital reserve should be sufficient to pay such costs.
The Partnership incurred approximately $23,000 of non-recurring repair and
maintenance expenses during 1998. The General Partner anticipates that the
Partnership will incur approximately $50,000 of non-recurring repair and
maintenance expenses at the Park Square Shopping Center and Miami International
Distribution Center properties during 1999. These expenses will be funded from
the operations of the Partnership's properties 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 $446,000 in legal expenses in connection with the class action
lawsuit (see Part I, Item 3 of this Report). Of this amount, approximately
$268,000 relates to the Partnership's own defense and approximately $178,000
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.
11
<PAGE> 12
ITEM 7: MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS (CONTINUED)
LIQUIDITY AND CAPITAL RESOURCES (CONTINUED)
Cash in the amount of $4,312,723 was distributed to the Partners during 1998. Of
this amount $2,626,916 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). These amounts were distributed in accordance with
Partnership Agreement and were allocated as follows:
<TABLE>
<CAPTION>
From Distributable
From Distributable Cash From Sales
Cash From Financings, or
Operations Repayments
------------------ ------------------
<S> <C> <C>
Investors $2,601,552 $1,560,931
John Hancock Limited Partner -- 124,875
General Partner 25,364 --
---------- ----------
Total $2,626,916 $1,685,806
========== ==========
</TABLE>
The amount distributed to the Investors from Distributable Cash from Operations
during 1998 represents a 6.3% annualized return on Investors' Invested Capital.
The General Partner anticipates that the Partnership will make distributions
from Distributable Cash from Operations in 1999 comparable to those made during
1998.
The following table summarizes the leasing activity and occupancy status at the
Partnership's remaining equity investments during 1998 and scheduled leasing
activity for each investment during 1999:
<TABLE>
<CAPTION>
Miami International Park Square Quince Orchard
Distribution Ctr. Shopping Ctr. Corporate Ctr.
------------------- ------------- --------------
<S> <C> <C> <C>
Square Footage 215,019 137,108 99,782
Occupancy January 1, 1998 87% 88% 100%
======= ======= ======
New Leases 13% 0% 0%
Lease Renewals 0% 20% 0%
Leases Expired 0% 0% 0%
Occupancy December 31, 1998 100% 88% 100%
======= ======= ======
Leases Scheduled to Expire During 1999 44% 1% 0%
======= ======= ======
Leases Scheduled to Commence During 1999 0% 0% 0%
======= ======= ======
</TABLE>
At December 31,1998, the Miami International Distribution Building was 100%
occupied. 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. This new tenant's lease is for a five-year term beginning on October
1, 1998. The Partnership incurred approximately $70,000 of leasing costs in
connection with this new lease.
12
<PAGE> 13
ITEM 7: MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS (CONTINUED)
LIQUIDITY AND CAPITAL RESOURCES (CONTINUED)
The Miami International Distribution Center is located in an area that the Miami
Airport Authority has targeted for future expansion of the Airport. During May
1996, the Miami Airport Authority made an offer to purchase this property at an
amount in excess of its carrying value. Since that time, the Miami Airport
Authority has not focused its efforts on the purchase of MIDC, however, it has
continued to show interest in acquiring the property. The General Partner will
continue its efforts to negotiate with the Miami Airport Authority to agree on a
mutually acceptable sale of the property. It is possible that, under certain
circumstances, the Miami Airport Authority could obtain this property through
its powers of eminent domain, although at this time no such plans have been
announced or otherwise communicated to the General Partner. The General Partner
believes that the Miami Airport Authority's desire to acquire MIDC i) has
hampered and will hamper the General Partner's ability to retain existing
tenants and secure new tenants and ii) will negatively impact the General
Partner's ability to list the property for sale and consummate a sale of the
property.
At December 31, 1998, the Park Square Shopping Center's occupancy was 88%.
During 1998, the General Partner secured lease renewals with 10 tenants that
occupy an aggregate of 26,722 square feet, or 20%, of the Park Square Shopping
Center. During 1999, only one tenant's lease, representing approximately 1% of
the property, is 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 new retail space continues. The General Partner expects market
conditions in Brooklyn Park to remain competitive during 1999 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 give 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 1999.
The General Partner evaluated the carrying value of each of the Partnership's
properties and its joint venture investment as of December 31, 1998 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
any impairment in values existed. Based upon such evaluations, the General
Partner determined that no impairment in values existed and, therefore, no
write-downs were recorded.
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:
<TABLE>
<CAPTION>
Years Ended December 31,
1998 1997 1996
---- ---- ----
<S> <C> <C> <C>
Park Square Shopping Center 88% 87% 85%
Miami International Distribution Center 90% 87% 87%
Quince Orchard Corporate Center (Affiliated Joint Venture) 100% 100% 100%
</TABLE>
13
<PAGE> 14
ITEM 7 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS (CONTINUED)
RESULTS OF OPERATIONS (CONTINUED)
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.
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.
1997 COMPARED WITH 1996
Net income for the year ended December 31, 1997 was $1,868,724, as compared to
net income of $1,602,127 in 1996. Included in the results for 1996 are
non-recurring losses and write-offs in the aggregate amount of $683,744 which
resulted from the sale of the Fulton Business Park property in December 1996. In
addition, included in the results for 1996 is approximately $617,000 of income
from the operations of the Fulton Business Park and interest from the GCC
mortgage loan, which was repaid in full in January 1997. Excluding these
amounts, the Partnership's net income increased by 12% during 1997 as compared
to 1996 primarily due to an increase in net income earned at the Park Square
Shopping Center and the collection of past due rents from two former tenants at
the Miami International Distribution Center.
Rental income for the year ended December 31, 1997 decreased by $345,376, or
14%, as compared to in 1996. This decrease is primarily due to the sale of the
Fulton Business Park. Excluding the rental income generated by the Fulton
Business Park, rental income increased slightly between periods. Rental income
increased by 8% at the Miami International Distribution Center primarily due to
the collection of past due rent from two former tenants at the property. Rental
income at the Park Square property was consistent between periods.
Interest income for the year ended December 31, 1997 decreased by $481,854, or
55%, as compared to 1996. This decrease was primarily due to a decline in the
interest earned on the GCC mortgage loan due to its repayment on January 9,
1997.
Depreciation expense for the year ended December 31, 1997 decreased by $141,073,
or 23%, as compared to 1996 due to the sale of the Fulton Business Park.
The Partnership's share of property operating expenses for the year ended
December 31, 1997 decreased by $305,978, or 47%, as compared to 1996. Included
in the Partnership's share of property operating expenses for 1996 was
approximately $172,000 relating to the operations of the Fulton Business Park,
which included a $122,403 write-off of unamortized leasing costs resulting from
its sale. Excluding the Partnership's share of property operating expenses
relating to the Fulton Business Park, property operating expenses decreased by
28% between periods due to decreases in the Partnership's share of such expenses
at the Miami International Distribution Center and Park Square Shopping Center
properties.
The Partnership's share of property operating expenses at the Miami
International Distribution Center decreased by 27% during 1997 as compared to
1996 primarily due to a decrease in legal costs related to the collection of
past due rent from two former tenants at the property. In addition,
approximately $10,000 of non-recurring repairs was incurred at the property
during 1996.
14
<PAGE> 15
ITEM 7 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS (CONTINUED)
RESULTS OF OPERATIONS (CONTINUED)
The Partnership's share of property operating expenses at the Park Square
Shopping Center property decreased by 31% during 1997 as compared to 1996.
Approximately $1,000 and $37,000 of non-recurring maintenance and repair
expenses were incurred at the property during 1997 and 1996, respectively.
Excluding these amounts, the Partnership's share of property operating expenses
decreased by 18% primarily due to lower real estate taxes. Real estate taxes
decreased between periods primarily due to a successful appeal of the property's
assessed value which resulted in a refund of prior year's taxes as well as a
reduction in current year's taxes. This decrease was partially offset by an
increase in snow removal costs and certain non-recurring repairs incurred at the
property during 1997.
General and administrative expenses for the year ended December 31, 1997
decreased by $28,673, or 8%, as compared to 1996 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 Fulton Business Park and the
repayment of the GCC mortgage loan. In addition, the Partnership's share of
legal expenses relating to the class action complaint decreased slightly between
years.
Amortization of deferred expenses for the year ended December 31, 1997 decreased
by $54,458, or 19%, as compared to the same period in 1996. This decrease is
primarily due to the sale of the Fulton Business Park and the repayment of the
GCC mortgage loan and the absence of amortization of their related deferred
expenses. This decrease was partially offset by an increase in amortization of
additional deferred expenses relating to leasing costs incurred at the Park
Square Shopping Center property during 1997 and 1996.
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
1999.
15
<PAGE> 16
ITEM 7 - 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:
<TABLE>
<CAPTION>
Years Ended December 31,
1998 1997 1996 1995 1994
---- ---- ---- ---- ----
Net cash provided by operating
<S> <C> <C> <C> <C> <C>
activities (a) $2,583,856 $2,796,972 $3,560,858 $3,361,696 $2,224,822
Net change in operating assets and
liabilities (a) (117,428) 60,393 (112,004) (7,724) 645,878
---------- ---------- ---------- ---------- ----------
Net cash provided by operations (a) 2,466,428 2,857,365 3,448,854 3,353,972 2,870,700
Increase in working capital reserves -- (176,978) (400,571) (831,254) (347,986)
---------- ---------- ---------- ---------- ----------
Cash from operations (b) 2,466,428 2,680,387 3,048,283 2,522,718 2,522,714
Decrease in working capital reserves 159,767 -- -- -- --
---------- ---------- ---------- ---------- ----------
Distributable cash from operations (b) $2,626,195 $2,680,387 $3,048,283 $2,522,718 $2,522,714
========== ========== ========== ========== ==========
Allocation to General Partner $ 24,664 $ 26,804 $ 30,483 $ 25,228 $ 25,224
Allocation to Investors 2,601,552 2,653,583 3,017,800 2,497,490 2,497,490
Allocation to John Hancock Limited Partner -- -- -- -- --
---------- ---------- ---------- ---------- ----------
$2,626,195 $2,680,387 $3,048,283 $2,522,718 $2,522,714
========== ========== ========== ========== ==========
</TABLE>
(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.
On February 12, 1999, the Partnership made a cash distribution in the aggregate
amount of $656,316 to the General Partner and the Investors. The distribution
was based on Distributable Cash from Operations for the year ended December 31,
1998, less amounts previously distributed. 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 1999 comparable to those made during
1998.
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, 1998 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.
16
<PAGE> 17
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, 1998 were as follows:
<TABLE>
<CAPTION>
Name Title Age
---- ----- ---
<S> <C> <C>
William M. Fitzgerald President and Director 55
Malcolm G. Pittman, III Director 47
Susan M. Shephard Director 46
Richard E. Frank Treasurer (Chief Accounting Officer) 37
</TABLE>
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:
<TABLE>
<CAPTION>
Name Title Age
---- ----- ---
<S> <C> <C>
Edward P. Dowd Senior Vice President of 56
John Hancock's Real Estate
Investment Group
Kevin McGuire Vice President of John Hancock's 52
Real Estate Investment Group,
President of John Hancock Realty
Services Corp. and subsidiaries
Stephen Kindl Senior Investment Officer of 41
John Hancock's Real Estate
Investment Group, Assistant Vice
President of John Hancock Realty
Equities, Inc.
</TABLE>
(d) FAMILY RELATIONSHIPS
There exist no family relationships among any of the foregoing directors or
officers of the General Partner.
(e) BUSINESS EXPERIENCE
William M. Fitzgerald (age 55) joined John Hancock in 1968. He has been
President and a Director of the General Partner, and a Senior Investment Officer
of John Hancock, since June 1993 and a Managing Director of Hancock Realty
Investors Incorporated since November 1991. His term as a Director of the
General Partner expires in May 1999. From 1987 to 1991, Mr. Fitzgerald was a
Senior Vice President of John Hancock Properties, Inc. Prior to that time, he
held a number of positions including Senior Real Estate Management Officer and
Real Estate Management Officer of John Hancock. He holds an M.B.A. from Boston
University and an A.B. from Boston College.
17
<PAGE> 18
ITEM 10 - DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT (CONTINUED)
(e) BUSINESS EXPERIENCE (CONTINUED)
Malcolm G. Pittman III (age 47) 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 1999. 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 46) 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 1999. 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.
Richard E. Frank (age 37) joined John Hancock in 1983. He served as Treasurer of
the General Partner from June 1993 until March 1999. Mr. Frank had been an
Associate Investment Officer of John Hancock since January 1995. From 1993 to
1995, he was a Senior Financial Administrator of John Hancock; from 1991 to
1993, he was an Associate of Hancock Realty Investors, Incorporated; from 1990
to 1991 he held the position of Assistant Treasurer of John Hancock Realty
Services Corp. He holds a B.S. from Stonehill College.
Edward P. Dowd (age 56) 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.
Kevin McGuire (age 52) joined John Hancock in 1968. He has been a Vice President
of John Hancock since June 1993 and President of John Hancock Realty Services
Corp. and subsidiaries since July 1993. He has been a Managing Director and a
Director of Hancock Realty Investors Incorporated since 1991, and a Director of
John Hancock Property Investors Corp. since 1987. Mr. McGuire served as an
interim basis President of the General Partner from May 1991 to November 1991
and was President of John Hancock Properties, Inc. from 1987 to 1991. Prior to
that time, he held a number of positions including Second Vice President, Senior
Real Estate Investment Officer and Real Estate Investment Officer of John
Hancock. He holds an M.B.A. from Babson College and an A.B. from Boston College.
Stephen Kindl (age 41) joined John Hancock in 1995 as a Senior Real Estate
Investment Officer. Prior to joining John Hancock, he held a number of positions
with Aetna Real Estate Investment, Inc., including Managing Director and
Director. He holds an M.B.A. from the University of Hartford and a B.S. from the
University of Connecticut
Virginia H. Lomasney (age 37) 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.
(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.
18
<PAGE> 19
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 1998 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 1998 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, 1998.
(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, 1998, 1997 and 1996.
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, 1998, 1997 and 1996.
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, 1998, 1997 and 1996.
19
<PAGE> 20
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
$228,796, $205,824 and $160,863 of such expenses during the years ended December
31, 1998, 1997 and 1996, 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, 1998, 1997 and 1996.
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 $24,664,
$26,804 and $30,483 for the years ended December 31, 1998, 1997 and 1996,
respectively. The John Hancock Limited Partner was not entitled to receive any
such distributions during 1998, 1997 and 1996.
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
$124,875, $405,842 and $245,587 during the years ended December 31, 1998, 1997
and 1996, respectively. In accordance with the Partnership Agreement, the
General Partner was not entitled to receive any such distributions during 1998,
1997 and 1996.
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 $17,379, $18,045 and $14,571
during the years ended December 31, 1998, 1997 and 1996, respectively. The John
Hancock Limited Partner's share of such Profits and Losses were losses of $0, $0
and $70,487 during the years ended December 31, 1998, 1997, and 1996,
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, 1998:
<TABLE>
<CAPTION>
Years Ended December 31,
1998 1997 1996
---- ---- ----
<S> <C> <C> <C>
Reimbursement for Operating
Expenses $228,796 $205,824 $160,863
General Partner Share of Distributable
Cash from Operations 24,664 26,804 30,483
John Hancock Limited Partner's share of
Cash from Sales, Financings or Repayments 124,875 405,842 245,587
General Partner Share of Profits/
(Losses) for tax purposes 17,379 18,045 14,571
</TABLE>
20
<PAGE> 21
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 $117,884, $54,092 and $41,475 relating to such legal proceedings in
the years ended December 31, 1998, 1997 and 1996, 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
<TABLE>
<CAPTION>
Page Number
or Exhibit Page Number or
Number Under Incorporation by
Regulation S-K Description Reference
-------------- ----------- ----------------
4 Instruments defining the rights of security holders
<S> <C> <C>
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
agrees to purchase Units and Registration
adopts the provisions of the Statement
Amended Agreement of Limited Partnership* (File 33-15630)
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)
</TABLE>
21
<PAGE> 22
ITEM 14 - EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
(CONTINUED)
<TABLE>
<S> <C> <C>
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)
</TABLE>
22
<PAGE> 23
ITEM 14 - EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
(CONTINUED)
<TABLE>
<S> <C> <C>
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)
</TABLE>
23
<PAGE> 24
ITEM 14 - EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
(CONTINUED)
<TABLE>
<S> <C> <C>
(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)
</TABLE>
24
<PAGE> 25
ITEM 14 - EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
(CONTINUED)
<TABLE>
<S> <C> <C>
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)
</TABLE>
(b) No reports on Form 8-K were filed during the quarter ended December 31,
1998.
(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
25
<PAGE> 26
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 31st day of March,
1999.
JOHN HANCOCK REALTY INCOME FUND-II
LIMITED PARTNERSHIP
By: John Hancock Realty Equities, Inc.
General Partner
By:
---------------------------------------
William M. Fitzgerald, 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 31st day of March 1999.
<TABLE>
<CAPTION>
Signatures Title
---------- -----
<S> <C>
President (Principal Executive Officer) and
Director of John Hancock Realty Equities,
- ----------------------------- Inc. (General Partner of Registrant)
William M. Fitzgerald
Treasurer (Chief Accounting Officer)
of John Hancock Realty Equities, Inc.
- ----------------------------- (General Partner of Registrant)
Virginia H. Lomasney
Director of John Hancock Realty Equities,
- ----------------------------- Inc. (General Partner of Registrant)
Malcolm G. Pittman, III
Director of John Hancock Realty Equities,
- ----------------------------- Inc. (General Partner of Registrant)
Susan M. Shephard
</TABLE>
26
<PAGE> 27
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, 1998, 1997 AND 1996
JOHN HANCOCK REALTY INCOME FUND-II LIMITED PARTNERSHIP
BOSTON, MASSACHUSETTS
F-1
<PAGE> 28
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))
<TABLE>
<CAPTION>
(1) (a) Financial Statements of the Registrant Page
----
<S> <C>
Report of Independent Auditors F-3
Balance Sheets at December 31, 1998 and 1997 F-4
Statements of Operations for the Years Ended
December 31, 1998, 1997 and 1996 F-5
Statements of Partners' Equity for the Years Ended
December 31, 1998, 1997 and 1996 F-6
Statements of Cash Flows for the Years Ended
December 31, 1998, 1997 and 1996 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, 1998 F-20
Statement of Operations for the Year Ended December 31, 1998 F-21
Statement of Partners' Equity for the Year Ended December 31, 1998 F-22
Statement of Cash Flows for the Year Ended December 31, 1998 F-23
Notes to Financial Statements F-24
Report of Independent Auditors F-29
Balance Sheet at December 31, 1997 F-30
Statement of Operations for the Year Ended December 31, 1997 F-31
Statement of Partners' Equity for the Year Ended December 31, 1997 F-32
Statement of Cash Flows for the Year Ended December 31, 1997 F-33
Notes to Financial Statements F-34
Report of Independent Auditors F-39
Balance Sheet at December 31, 1996 F-40
Statement of Operations for the Year Ended December 31, 1996 F-41
Statement of Partners' Equity for the Year Ended December 31, 1996 F-42
Statement of Cash Flows for the Year Ended December 31, 1996 F-43
Notes to Financial Statements F-44
(2) Financial Statement Schedules
Schedule III: Real Estate and Accumulated Depreciation F-47
Schedule IV: Mortgage Loans on Real Estate F-48
</TABLE>
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
<PAGE> 29
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, 1998 and
1997, and the related statements of operations, partners' equity and cash flows
for each of the three years in the period ended December 31, 1998. 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 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 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, 1998 and 1997, and the results of its operations and its cash
flows for each of the three years in the period ended December 31, 1998, in
conformity with generally accepted accounting principles. 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 10, 1999
F-3
<PAGE> 30
JOHN HANCOCK REALTY INCOME FUND-II LIMITED PARTNERSHIP
(A MASSACHUSETTS LIMITED PARTNERSHIP)
BALANCE SHEETS
ASSETS
<TABLE>
<CAPTION>
December 31,
1998 1997
---- ----
<S> <C> <C>
Cash and cash equivalents $ 3,261,458 $ 3,393,737
Restricted cash 122,222 100,987
Other assets 56,769 84,802
Deferred expenses, net of accumulated
amortization of $1,400,374 in 1998
and $1,181,419 in 1997 732,094 847,637
Real estate loans - 1,700,000
Investment in joint venture 6,971,992 7,284,761
Investment in property:
Land 5,040,000 5,040,000
Buildings and improvements 14,218,208 14,218,208
----------- -----------
19,258,208 19,258,208
Less: accumulated depreciation 4,822,969 4,349,042
----------- -----------
14,435,239 14,909,166
----------- -----------
Total assets $25,579,774 $28,321,090
=========== ===========
</TABLE>
LIABILITIES AND PARTNERS' EQUITY
<TABLE>
<S> <C> <C>
Accounts payable and accrued expenses $ 171,824 $ 146,933
Accounts payable to affiliates 211,644 125,905
----------- -----------
Total liabilities 383,468 272,838
Partners' equity/(deficit):
General Partner's deficit (185,981) (175,225)
Limited Partners' equity 25,382,287 28,223,477
----------- -----------
Total partners' equity 25,196,306 28,048,252
----------- -----------
Total liabilities and partners' equity $25,579,774 $28,321,090
=========== ===========
</TABLE>
See Notes to Financial Statements
F-4
<PAGE> 31
JOHN HANCOCK REALTY INCOME FUND-II LIMITED PARTNERSHIP
(A MASSACHUSETTS LIMITED PARTNERSHIP)
STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
Years Ended December 31,
1998 1997 1996
---- ---- ----
<S> <C> <C> <C>
Income:
Rental income $2,118,686 $2,160,549 $2,505,925
Income from joint venture 716,157 704,292 701,988
Interest income 226,635 395,621 877,475
---------- ---------- ----------
Total income 3,061,478 3,260,462 4,085,388
Expenses:
Depreciation 473,927 473,927 615,000
Property operating expenses 357,638 345,947 651,925
General and administrative expenses 550,181 346,657 375,330
Amortization of deferred expenses 218,955 225,207 279,665
Loss on sale of property -- -- 561,341
---------- ---------- ----------
Total expenses 1,600,701 1,391,738 2,483,261
---------- ---------- ----------
Net income $1,460,777 $1,868,724 $1,602,127
========== ========== ==========
Allocation of net income:
General Partner $ 14,608 $ 18,687 $ 16,021
John Hancock Limited Partner -- -- (41,165)
Investors 1,446,169 1,850,037 1,627,271
---------- ---------- ----------
$1,460,777 $1,868,724 $1,602,127
========== ========== ==========
Net income per Unit $ 0.56 $ 0.71 $ 0.63
========== ========== ==========
</TABLE>
See Notes to Financial Statements
F-5
<PAGE> 32
JOHN HANCOCK REALTY INCOME FUND-II LIMITED PARTNERSHIP
(A MASSACHUSETTS LIMITED PARTNERSHIP)
STATEMENTS OF PARTNERS' EQUITY
YEARS ENDED DECEMBER 31, 1998, 1997 AND 1996
<TABLE>
<CAPTION>
General Limited
Partner Partners Total
-------- ----------- -----------
<S> <C> <C> <C>
Partners' equity/(deficit) at January 1, 1996
(2,601,552 Units outstanding) (152,910) 39,226,989 39,074,079
Less: Cash Distributions (29,168) (2,887,723) (2,916,891)
Add: Net Income 16,021 1,586,106 1,602,127
-------- ----------- -----------
Partners' equity/(deficit) at December 31, 1996
(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
======== =========== ===========
</TABLE>
See Notes to Financial Statements
F-6
<PAGE> 33
JOHN HANCOCK REALTY INCOME FUND-II LIMITED PARTNERSHIP
(A MASSACHUSETTS LIMITED PARTNERSHIP)
STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
Years Ended December 31,
1998 1997 1996
---- ---- ----
Operating activities:
<S> <C> <C> <C>
Net income $1,460,777 $1,868,724 $1,602,127
Adjustments to reconcile net income to net cash provided by operating
activities:
Depreciation 473,927 473,927 615,000
Amortization of deferred expenses 218,955 225,207 279,665
Loss on sale of property -- -- 561,341
Write-off of unamortized leasing costs
due to sale -- -- 122,403
Cash distributions over/(under) equity
in income from joint venture 312,769 289,507 268,318
---------- ---------- ----------
2,466,428 2,857,365 3,448,854
Changes in operating assets and liabilities:
Decrease/(increase) in restricted cash (21,235) 10,625 20,655
Decrease/(increase) in other assets 28,033 27,960 (5,166)
(Decrease)/increase in accounts payable
and accrued expenses 24,891 (135,892) 43,259
Increase in accounts payable to
affiliates 85,739 36,914 53,256
---------- ---------- ----------
Net cash provided by operating activities 2,583,856 2,796,972 3,560,858
Investing activities:
Principal payments on real estate loans 1,700,000 3,545,361 1,311,798
Proceeds from sale of property -- -- 3,313,190
Increase in deferred expenses and other assets (103,412) (38,799) (119,359)
---------- ---------- ----------
Net cash provided by investing
activities 1,596,588 3,506,562 4,505,629
Financing activities:
Cash distributed to Partners (4,312,723) (11,579,787) (2,916,891)
---------- ---------- ----------
Net cash used in financing activities (4,312,723) (11,579,787) (2,916,891)
---------- ---------- ----------
Net increase/(decrease) in cash
and cash equivalents (132,279) (5,276,253) 5,149,596
Cash and cash equivalents at beginning
of year 3,393,737 8,669,990 3,520,394
---------- ---------- ----------
Cash and cash equivalents at end
of year $3,261,458 $3,393,737 $8,669,990
========== ========== ==========
</TABLE>
See Notes to Financial Statements
F-7
<PAGE> 34
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, 1998, 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 4,194 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.
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.
Real estate loans are recorded at amortized cost unless it is
determined by the General Partner that in economic substance the loan
represents an investment in property or joint venture. In such
instances, these investments are accounted for using the equity method.
Investments in property are recorded at cost. Cost includes the initial
purchase price of the property plus acquisition costs and the cost of
significant improvements.
F-8
<PAGE> 35
JOHN HANCOCK REALTY INCOME FUND-II LIMITED PARTNERSHIP
(A MASSACHUSETTS LIMITED PARTNERSHIP)
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
2. SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
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.
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 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
F-9
<PAGE> 36
JOHN HANCOCK REALTY INCOME FUND-II LIMITED PARTNERSHIP
(A MASSACHUSETTS LIMITED PARTNERSHIP)
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
3. THE PARTNERSHIP AGREEMENT (CONTINUED)
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
<PAGE> 37
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, 1998, 1997 and 1996 and to which the General Partner or
its affiliates are entitled to reimbursement from the Partnership were
$228,796 $205,824 and $160,863, 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, 1998, 1997 and
1996 the Partnership incurred $117,884, $54,092 and $41,475,
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:
<TABLE>
<CAPTION>
December 31,
1998 1997
---- ----
<S> <C> <C>
Park Square Shopping Center $12,886,230 $12,886,230
Miami International Distribution Center 6,371,978 6,371,978
----------- -----------
$19,258,208 $19,258,208
=========== ===========
</TABLE>
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
<PAGE> 38
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, 1998, future minimum rentals on non-cancelable leases
relating to the above properties were as follows:
<TABLE>
<S> <C>
1999 $2,116,629
2000 1,667,371
2001 1,460,491
2002 1,142,563
2003 963,662
Thereafter 2,303,766
----------
$9,654,482
==========
</TABLE>
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
<PAGE> 39
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 1998, 1997 and
1996, the partners received returns on invested capital of
approximately 12%.
Summarized financial information for QOCC-1 Associates is as follows:
<TABLE>
<CAPTION>
Financial Position at
December 31,
1998 1997
---- ----
<S> <C> <C>
Current assets $ 535,140 $ 148,840
Deferred expenses, net 1,280,719 1,530,759
Other assets 1,330,111 1,544,230
Investment in property, net 11,590,339 11,951,074
----------- -----------
Total assets $14,736,309 $15,174,903
=========== ===========
Current liabilities $ 484,303 $ 251,928
Partners' equity 14,252,006 14,922,975
----------- -----------
Total liabilities and equity $14,736,309 $15,174,903
=========== ===========
</TABLE>
F-13
<PAGE> 40
JOHN HANCOCK REALTY INCOME FUND-II LIMITED PARTNERSHIP
(A MASSACHUSETTS LIMITED PARTNERSHIP)
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
7. INVESTMENT IN JOINT VENTURE (CONTINUED)
<TABLE>
<CAPTION>
Results of Operations
Years Ended December 31,
1998 1997 1996
---- ---- ----
<S> <C> <C> <C>
Total income $2,788,939 $2,761,035 $2,754,712
Total expenses 1,198,608 1,212,058 1,220,531
---------- ---------- ----------
Net income $1,590,331 $1,548,977 $1,534,181
========== ========== ==========
</TABLE>
The Affiliated Joint Venture's share of QOCC-1 Associates' partners'
equity was $14,009,111 and $14,634,651 at December 31, 1998 and 1997,
respectively. The Affiliated Joint Venture's share of QOCC-1
Associates' net income was $1,432,312, $1,408,588 and $1,403,992 for
the years ended December 31, 1998, 1997 and 1996, respectively. As
noted above, the Partnership has a 50% interest in the Affiliated Joint
Venture.
8. DEFERRED EXPENSES
Deferred expenses consist of the following:
<TABLE>
<CAPTION>
Unamortized Balance at December 31,
Description 1998 1997
----------- ---- ----
<S> <C> <C>
$35,072 acquisition fee for 205 Newbury St.
loan. This amount is amortized
over the term of the loan. -- $ 948
$152,880 acquisition fee for investment in
the Affiliated Joint Venture. This amount
is amortized over a period of 31.5 years. 104,549 109,402
$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. 363,761 485,015
$169,770 of tenant improvements. These amounts
are amortized over the terms of the leases
to which they relate. 38,235 33,788
$571,649 of lease commissions. These amounts
are amortized over the terms of the leases
to which they relate. 225,549 218,484
-------- --------
$732,094 $847,637
======== ========
</TABLE>
F-14
<PAGE> 41
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:
<TABLE>
<CAPTION>
Years Ended December 31,
1998 1997 1996
---- ---- ----
<S> <C> <C> <C>
Net income per Statements of Operations $1,460,777 $1,868,724 $1,602,127
Add/(deduct): Excess of tax loss over book
loss on disposition of assets -- -- (399,844)
Excess of book depreciation
over tax depreciation 77,588 76,564 106,526
Excess of book amortization
over tax amortization 73,549 78,124 96,007
Other income and expense 126,024 (218,880) 52,278
---------- ----------- ----------
Net income for federal income tax purposes $1,737,938 $1,804,532 $1,457,094
========== ========== ==========
</TABLE>
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 have answered the complaint,
denying the material allegations and raising numerous affirmative
defenses. Discovery has commenced, and the Partnership and other
defendants have produced documents relating to the plaintiff's claims.
No depositions are scheduled. The court has heard the defendants'
motion to dismiss certain claims on grounds of the expiration of the
statutes of limitations and has stated it intends to hold a further
hearing on that matter to determine whether the case can be resolved by
the disposition of certain claims. The Partnership and the other
defendants intend to move to decertify the class and for summary
judgment dismissing the breach of contract claims.
F-15
<PAGE> 42
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 $446,000 in legal expenses
in connection with the class action lawsuit (see Part I, Item 3 of this
Report). Of this amount, approximately $268,000 relates to the
Partnership's own defense and approximately $178,000 relates to the
indemnification of the General Partner and its Affiliates for their
defense. These expenses are funded from the operations of the
Partnership.
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 tortuous
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 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
On February 12, 1999, the Partnership made a cash distribution to the
Investors from Distributable Cash from Operations in the amount of
$650,388.
F-16
<PAGE> 43
FINANCIAL STATEMENTS AND
INDEPENDENT AUDITORS' REPORT
QOCC-1 ASSOCIATES
DECEMBER 31, 1998
F-17
<PAGE> 44
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
<PAGE> 45
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-19
<PAGE> 46
QOCC-1 Associates
BALANCE SHEET
December 31, 1998
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------
ASSETS
- --------------------------------------------------------------------------------------------
<S> <C>
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
- --------------------------------------------------------------------------------------------
</TABLE>
See notes to financial statements
F-20
<PAGE> 47
QOCC-1 Associates
STATEMENT OF INCOME
Year ended December 31, 1998
<TABLE>
<CAPTION>
<S> <C> <C>
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
==========
</TABLE>
See notes to financial statements
F-21
<PAGE> 48
QOCC-1 Associates
STATEMENT OF PARTNERS' EQUITY
Year ended December 31, 1998
<TABLE>
<CAPTION>
Equity at Equity at
January Net Distributions December
1, 1998 Income 31, 1998
----------- ---------- ------------- -----------
<S> <C> <C> <C> <C>
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
=========== ========== ============= ===========
</TABLE>
See notes to financial statements
F-22
<PAGE> 49
QOCC-1 Associates
STATEMENT OF PARTNERS' EQUITY
Year ended December 31, 1998
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------
<S> <C>
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
- -------------------------------------------------------------------------------------------------------------
</TABLE>
See notes to financial statements
F-23
<PAGE> 50
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-24
<PAGE> 51
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:
<TABLE>
<CAPTION>
-------------------------------------------------
Year ending December 31,
-------------------------------------------------
<S> <C>
-------------------------------------------------
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
-------------------------------------------------
</TABLE>
F-25
<PAGE> 52
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-26
<PAGE> 53
FINANCIAL STATEMENTS AND
INDEPENDENT AUDITORS' REPORT
QOCC-1 ASSOCIATES
DECEMBER 31, 1997
F-27
<PAGE> 54
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
<PAGE> 55
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-29
<PAGE> 56
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------
QOCC-1 Associates
BALANCE SHEET
December 31, 1997
ASSETS
- ------------------------------------------------------------------------------------------------------------
<S> <C>
- ------------------------------------------------------------------------------------------------------------
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
- -------------------------------------------------------------------------------------------------
==========
- ------------------------------------------------------------------------------------------------------------
</TABLE>
See notes to financial statements
F-30
<PAGE> 57
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------
QOCC-1 Associates
STATEMENT OF INCOME
Year ended December 31, 1997
<S> <C> <C>
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
- ---------------------------------------------------------------------------------------
=========
- -------------------------------------------------------------------------------------------------
</TABLE>
See notes to financial statements
F-31
<PAGE> 58
QOCC-1 Associates
STATEMENT OF PARTNERS' EQUITY
Year ended December 31, 1997
<TABLE>
<CAPTION>
Equity at January Net Equity at December
1, 1997 income Distributions 31, 1997
_________________ ___________ _____________ __________________
<S> <C> <C> <C> <C>
JH Quince Orchard $15,213,661 $ 1,408,588 $ (1,987,598) $14,634,651
Partners
Quad Properties, Inc. 327,337 140,389 (179,402) 288,324
_________________ ___________ _____________ __________________
----------- ----------- ------------- -----------
_________________ ___________ _____________ __________________
$15,540,998 $ 1,548,977 $ (2,167,000) $14,922,975
_________________ ___________ _____________ __________________
=========== =========== ============= ===========
_________________ ___________ _____________ __________________
</TABLE>
See notes to financial statements
F-32
<PAGE> 59
QOCC-1 Associates
STATEMENT OF CASH FLOWS
Year ended December 31, 1997
<TABLE>
<CAPTION>
<S> <C>
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
============
</TABLE>
See notes to financial statements
F-33
<PAGE> 60
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-34
<PAGE> 61
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-35
<PAGE> 62
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-36
<PAGE> 63
FINANCIAL STATEMENTS AND
INDEPENDENT AUDITORS' REPORT
QOCC-1 ASSOCIATES
DECEMBER 31, 1996
F-37
<PAGE> 64
QOCC-1
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
<PAGE> 65
INDEPENDENT AUDITORS' REPORT
To the Partners
QOCC-1 Associates
We have audited the accompanying balance sheet of QOCC-1
Associates as of December 31, 1996, 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, 1996, 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, 1997
F-39
<PAGE> 66
QOCC-1 Associates
BALANCE SHEET
December 31, 1996
ASSETS
<TABLE>
<CAPTION>
RENTAL PROPERTY
<S> <C>
Land $ 3,670,000
Land improvements 35,425
Building 11,461,343
Building improvements 63,136
-----------
15,229,904
Less accumulated depreciation 2,924,959
-----------
12,304,945
-----------
OTHER ASSETS
Cash and cash equivalents 503,566
Prepaid taxes and insurance 96,095
Prepaid leasing commissions 302,122
Deferred rent 1,277,405
Leasing costs, less accumulated amortization
of $619,264 1,533,523
3,712,711
$16,017,656
===========
LIABILITIES AND PARTNERS -- EQUITY
LIABILITIES
Accounts payable and accrued expenses $ 29,570
Prepaid rent and security deposit 447,088
-----------
476,658
COMMITMENT -
PARTNERS -- EQUITY 15,540,998
-----------
$16,017,656
===========
</TABLE>
See notes to financial statements
F-40
<PAGE> 67
QOCC-1 Associates
STATEMENT OF INCOME
Year ended December 31, 1996
<TABLE>
<CAPTION>
Revenue
<S> <C> <C>
Rental income - base $2,691,797
Rental income - escalations 61,015
Interest income 1,900
---------
Total revenue 2,754,712
Expenses
Accounting $ 8,100
Advertising and promotion 1,271
Bad debts 576
Commissions 86,320
Depreciation and amortization 588,496
Insurance 5,503
Legal 1,371
Management fees 50,430
Personnel services 76,801
Repairs and maintenance 199,601
Supplies 2,145
Taxes 191,609
Travel 21
Utilities 8,287
Total expenses -------- 1,220,531
---------
NET INCOME $1,534,181
=========
</TABLE>
See notes to financial statements
F-41
<PAGE> 68
QOCC-1 Associates
STATEMENT OF PARTNERS' EQUITY
Year ended December 31, 1996
<TABLE>
<CAPTION>
Equity at January Net Distri- Equity at December
1, 1996 income butions 31, 1996
----------------- ---------- ------------ ------------------
<S> <C> <C> <C> <C>
JH Quince Orchard Partners $15,750,296 $1,403,992 $(1,940,627) $15,213,661
Quad Properties, Inc. 361,521 130,189 (164,373) 327,337
----------- ---------- ------------ -----------
$16,111,817 $1,534,181 $(2,105,000) $15,540,998
=========== ========== =========== ===========
</TABLE>
See notes to financial statements
F-42
<PAGE> 69
QOCC-1 Associates
STATEMENT OF CASH FLOWS
Year ended December 31, 1996
<TABLE>
<CAPTION>
<S> <C>
Cash flows from operating activities
Net income $ 1,534,181
Adjustments to reconcile net income to net
cash provided by operating activities
Depreciation and amortization 588,496
Decrease in accounts receivable - other 2,186
Increase in prepaid taxes and insurance (1,418)
Increase in accounts payable and accrued expenses 10,005
Decrease in prepaid leasing commissions 86,320
Increase in prepaid rent and security deposit 910
Increase in deferred rent (99,671)
-------------
--------
Net cash provided by operating activities 2,121,009
-------------
--------
Cash flows from investing activities
Investment in rental property (30,514)
-------------
--------
Net cash used in investing activities (30,514)
-------------
--------
Cash flows from financing activities
Distributions to partners (2,105,000)
-------------
--------
Net cash used in financing activities (2,105,000)
-------------
--------
NET DECREASE IN CASH AND CASH EQUIVALENTS (14,505)
Cash and cash equivalents, beginning 518,071
-------------
--------
Cash and cash equivalents, end $ 503,566
=============
========
</TABLE>
See notes to financial statements
F-43
<PAGE> 70
QOCC-1 Associates
NOTES TO FINANCIAL STATEMENTS
December 31, 1996
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 of 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 as rentals become due. For instances in which
rent concession periods are involved, 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
<PAGE> 71
QOCC-1 Associates
NOTES TO FINANCIAL STATEMENTS - CONTINUED
December 31, 1996
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 and variable
lease escalation reimbursements, calculated annually.
Future minimum base rental payments due under the noncancelable operating
lease are as follows:
Year Ending
December 31, Amount
------------- -----------
1997 $ 2,656,929
1998 2,723,352
1999 2,791,436
2000 2,861,222
2001 2,932,752
Thereafter 6,602,927
-----------
$20,568,618
===========
F-45
<PAGE> 72
QOCC-1 Associates
NOTES TO FINANCIAL STATEMENTS - CONTINUED
December 31, 1996
NOTE C - RELATED PARTY TRANSACTION
During 1996, the partnership incurred charges of approximately $129,376 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, 1996, the uninsured portion of the cash balances
held at the banks was $303,566.
F-46
<PAGE> 73
JOHN HANCOCK REALTY INCOME FUND - II LIMITED PARTNERSHIP
(A Massachusetts Limited Partnership)
SCHEDULE III
REAL ESTATE AND ACCUMULATED DEPRECIATION
YEAR ENDED DECEMBER 31, 1998
<TABLE>
<CAPTION>
Costs Capitalized
Initial Costs to Subsequent to
Partnership Acquisition
---------------- -----------------
Buildings
and
Description Encumbrances Land Improvements Improvements
- ----------- ------------ ---- ------------ ------------
<S> <C> <C> <C> <C>
Park Square Shopping Center
Brooklyn Park, MN -- $2,410,000 $10,419,611 $56,619
Miami International Distribution Center
Miami, FL -- 2,630,000 3,729,947 12,031
------ ---------- ----------- ---------
Total -- $5,040,000 $14,149,558 $ 68,650
====== ========== =========== =========
</TABLE>
<TABLE>
<CAPTION>
Gross Amount
At Which Carried at Close of Period
-----------------------------------
Buildings
and Accumulated
Description Land Improvements Total (1) Depreciation (4)
- ----------- ---- ------------ --------- ----------------
<S> <C> <C> <C> <C>
Park Square Shopping Center
Brooklyn Park, MN $2,410,000 $10,476,230 $12,886,230 $3,648,169
Miami International Distribution Center
Miami, FL 2,630,000 3,741,978 6,371,978 1,174,799
---------- ----------- ----------- -----------
Total $5,040,000 $14,218,208 $19,258,208 $4,822,969
========== =========== =========== ==========
</TABLE>
<TABLE>
<CAPTION>
Life on Which
Depreciation in
Latest Statement
Date of Date of Operations
Description Construction Acquired is Computed
- ----------- ------------ -------- ----------------
<S> <C> <C> <C> <C>
Park Square Shopping Center
Brooklyn Park, MN 1988 7/15/88 30 Years (2)
5 years (3)
Miami International Distribution Center
Miami, FL 1977 7/31/89 30 Years (2)
5 Years (3)
Total
</TABLE>
1) The Partnership's properties' aggregate cost for federal income tax
purposes at December 31, 1998 is as follows:
Property Amount
-------- -----------
Park Square Shopping Center $12,946,829
Miami International Distribution Center 6,580,331
-----------
$19,527,160
===========
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
<TABLE>
<CAPTION>
Years Ended December 31,
1998 1997 1996
---- ---- ----
<S> <C> <C> <C>
Investment in Real Estate
Balance at beginning of year $19,258,208 $19,258,208 $24,396,994
Dispositions -- -- (5,138,786)
Improvements -- -- --
----------- ----------- -----------
$19,258,208 $19,258,208 $19,258,208
=========== =========== ===========
Accumulated Depreciation
Balance at beginning of year $ 4,349,042 $ 3,875,115 $ 4,524,369
Additions charged to costs and expenses 473,927 473,927 615,000
Dispositions -- -- (1,264,254)
----------- ----------- -----------
Balance at end of year $ 4,822,969 $ 4,349,042 $ 3,875,115
=========== =========== ===========
</TABLE>
F-47
<PAGE> 74
JOHN HANCOCK REALTY INCOME FUND - II LIMITED PARTNERSHIP
(A Massachusetts Limited Partnership)
SCHEDULE IV
MORTGAGE LOANS ON REAL ESTATE
Year Ended December 31, 1998
<TABLE>
<CAPTION>
Final Maturity Periodic
Description Interest Rate Date Payment Terms Prior Liens
- ----------- ------------- -------------- ------------- -----------
<S> <C> <C> <C> <C>
Participating first mortgage on 9.5% per annum and April 1, 1998 Monthly payments
an office/retail property 25% of net cash flow of interest only. The
located in Boston, MA from property principal and all accrued
operations but unpaid interest
are due on April 1,1998
</TABLE>
<TABLE>
<CAPTION>
Principal Amount
of Loans Subject
Face Amount of Carrying Amount To Delinquent
Mortgages (1) of Mortgages (1) Principal or Interest
- -------------- ---------------- ---------------------
<S> <C> <C>
$1,700,000 -- --
========== ========= ==========
</TABLE>
(1) Aggregate cost for federal income tax purposes is the same as for Financial
Statement purposes.
INVESTMENT IN MORTGAGE LOANS
<TABLE>
<CAPTION>
Years Ended December 31,
1998 1997 1996
---- ---- ----
<S> <C> <C> <C>
Balance at beginning of year $1,700,000 $5,245,361 $6,557,159
New mortgage loans -- -- --
Collection of principal 1,700,000 3,545,361 1,311,798
Foreclosures -- -- --
----------- ---------- ----------
Balance at end of year $ -- $1,700,000 $5,245,361
=========== ========== ==========
</TABLE>
F-48
<TABLE> <S> <C>
<ARTICLE> 5
<CIK> 0000818257
<NAME> JOHN HANCOCK REALTY INCOME FUND-II LIMITED PARTNERSHIP
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> JAN-01-1998
<PERIOD-END> DEC-31-1998
<CASH> 3,383,680
<SECURITIES> 0
<RECEIVABLES> 56,769
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 3,440,449
<PP&E> 19,258,208
<DEPRECIATION> 4,822,969
<TOTAL-ASSETS> 25,579,774
<CURRENT-LIABILITIES> 383,468
<BONDS> 0
0
0
<COMMON> 0
<OTHER-SE> 25,196,306
<TOTAL-LIABILITY-AND-EQUITY> 25,579,774
<SALES> 0
<TOTAL-REVENUES> 3,061,478
<CGS> 0
<TOTAL-COSTS> 907,819
<OTHER-EXPENSES> 692,882
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 1,460,777
<INCOME-TAX> 0
<INCOME-CONTINUING> 1,460,777
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 1,460,777
<EPS-PRIMARY> 0.56
<EPS-DILUTED> 0.56
</TABLE>
