SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the Quarter Ended June 30, 1996
Commission File Number 0-13473
JOHN HANCOCK PROPERTIES LIMITED PARTNERSHIP
(Exact name of registrant as specified in its charter)
Massachusetts 04-2830750
(State or other Jurisdiction of (IRS Employer
Incorporation or Organization) Identification No.)
200 Clarendon Street, Boston, MA 02116
(Address of Principal Executive Office) (Zip Code)
(800) 722-5457
(Registrant's telephone number, including area code)
Not Applicable
(Former name, former address and former fiscal
year, if changed since last report)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days:
YES X NO
<PAGE>
INDEX
PART I: FINANCIAL INFORMATION PAGE
Item 1 - Financial Statements:
Statements of Net Assets in Liquidation at
June 30, 1996 and December 31, 1995 3
Statement of Changes in Net Assets in Liquidation
for the Six Months Ended June 30, 1996 4
Statement of Operations for the Six Months
Ended June 30, 1995 5
Statements of Partners' Equity for the Six
Months Ended June 30, 1996 and for the
Year Ended December 31, 1995 6
Statement of Cash Flows for the Six Months
Ended June 30, 1995 7
Notes to Financial Statements 8-13
Item 2 - Management's Discussion and Analysis of
Financial Condition and Results of Operations 14-17
PART II: OTHER INFORMATION 18
2
<PAGE>
JOHN HANCOCK PROPERTIES LIMITED PARTNERSHIP
(A Massachusetts Limited Partnership)
PART I: FINANCIAL INFORMATION
Item 1: Financial Statements
STATEMENTS OF NET ASSETS IN LIQUIDATION
June 30, December 31,
1996 1995
---- ----
(Unaudited)
Assets:
Cash and cash equivalents $1,081,361 $1,814,023
Restricted cash - 8,193,775
Note receivable, net of allowance of
$284,155 at December 31,1995 - -
Other assets - 4,562
----------- -----------
Total assets 1,081,361 10,012,360
Liabilities:
Accounts payable and accrued expenses 14,564 54,466
Accounts payable to affiliates 21,708 37,141
Mortgage note payable to affiliate - 8,193,775
----------- -----------
Total liabilities 36,272 8,285,382
----------- -----------
Net assets $1,045,089 $1,726,978
=========== ==========
See Notes to Financial Statements
3
<PAGE>
JOHN HANCOCK PROPERTIES LIMITED PARTNERSHIP
(A Massachusetts Limited Partnership)
STATEMENT OF CHANGES IN NET ASSETS IN LIQUIDATION
(Unaudited)
Six Months Ended June 30, 1996
Net Assets at beginning of period $1,726,978
Interest income $34,734
Recovery of uncollectible note receivable 35,000
Cash distributed to Limited Partners (658,620)
General and administrative expenses (62,308)
Property operating expenses (26,767)
Interest expense (3,928)
---------
Change in net assets (681,889)
----------
Net Assets at end of period $1,045,089
==========
See Notes to Financial Statements
4
<PAGE>
JOHN HANCOCK PROPERTIES LIMITED PARTNERSHIP
(A Massachusetts Limited Partnership)
STATEMENT OF OPERATIONS
(Unaudited)
Six Months Ended June 30, 1995
Income:
Rental income $1,419,532
Interest income 35,361
Gain on sale of property 3,983,775
----------
Total income 5,438,668
Expenses:
Interest expense 527,261
Property operating expenses 631,546
Depreciation 286,202
General and administrative expenses 65,750
----------
Total expenses 1,510,759
----------
Net income $3,927,909
==========
Allocation of net income:
General Partners' $39,279
Limited Partners' 3,888,630
----------
$3,927,909
==========
Net income per Limited Partnership
Unit outstanding $177.13
==========
See Notes to Financial Statements
5
<PAGE>
JOHN HANCOCK PROPERTIES LIMITED PARTNERSHIP
(A Massachusetts Limited Partnership)
STATEMENTS OF PARTNERS' EQUITY
(Unaudited)
Six Months Ended June 30, 1996
and Year Ended December 31, 1995
<TABLE>
<CAPTION>
General Limited
Partners Partners Total
-------- -------- -----
<S> <C> <C> <C>
Partners' equity/(deficit) at
January 1, 1995 (21,954 Limited
Partnership Units outstanding) ($707,996) $753,909 $45,913
Add: Net income 707,996 3,827,089 4,535,085
Less: Cash distribution - (2,854,020) (2,854,020)
--------- ---------- ----------
Partners' equity at December 31, 1995
(21,954 Limited Partnership Units
outstanding) - 1,726,978 1,726,978
Less: Decrease in net assets in
liquidation, exclusive of cash
distribution (233) (23,036) (23,269)
Cash distribution - (658,620) (658,620)
--------- ---------- ----------
Partners' equity/(deficit) at
June 30, 1996 (21,954 Limited
Partnership Units outstanding) ($233) $1,045,322 $1,045,089
========= ========== ==========
</TABLE>
See Notes to Financial Statements
6
<PAGE>
JOHN HANCOCK PROPERTIES LIMITED PARTNERSHIP
(A Massachusetts Limited Partnership)
STATEMENT OF CASH FLOWS
(Unaudited)
Six Months Ended June 30, 1995
Operating activities:
Net income $3,927,909
Adjustments to reconcile net income
to net cash provided by operating
activities:
Depreciation 286,202
Gain on sale of property (3,983,775)
----------
230,336
Changes in operating assets and liabilities:
Decrease in prepaid expenses,
other assets and receivables 63,971
Increase in accounts payable
and accrued expenses 42,056
Decrease in restricted cash 76,013
Decrease in accounts payable to
affiliates (241,920)
----------
Net cash provided by operating
activities 170,456
Investing activities:
Proceeds from sale of property 8,923,622
----------
Net cash provided by investing activities 8,923,622
Financing activities:
Principal payments on note payable to affiliate (1,000,000)
Principal payments on long-term debt (4,692,571)
----------
Net cash used in financing activities (5,692,571)
----------
Net increase in cash and cash
equivalents 3,401,507
Cash and cash equivalents at beginning
of year 578,996
----------
Cash and cash equivalents at end of
period $3,980,503
==========
See Notes to Financial Statements
7
<PAGE>
JOHN HANCOCK PROPERTIES LIMITED PARTNERSHIP
(A Massachusetts Limited Partnership)
NOTES TO FINANCIAL STATEMENTS
(Unaudited)
The accompanying unaudited financial statements include all adjustments which
are, in the opinion of management, considered necessary to present a fair
statement of the financial position of John Hancock Properties Limited
Partnership (the "Partnership"). As described in Note 2 below, as of December
31, 1995, the Partnership changed its basis of accounting from the going-concern
basis to the liquidation basis.
For further information, refer to the financial statements and footnotes thereto
included in the Partnership's Annual Report on Form 10-K for the year ended
December 31, 1995.
The following significant events have occurred, or material contingencies exist,
and require disclosure in this interim report per Regulation S-X, Rule 10-01,
Paragraph (a)(5).
1. Organization of Partnership
---------------------------
The Partnership was formed under the Massachusetts Uniform Limited
Partnership Act on May 17, 1984. As of June 30, 1996, the Partnership
consisted of a sole Managing General Partner, John Hancock Realty
Equities, Inc. (the "Managing General Partner"), an Associate General
Partner, JH Associates Limited Partnership (the "Associate General
Partner"), and 2,053 Limited Partners. The Managing General Partner and
Associate General Partner are collectively referred to as the "General
Partners" and the General Partners and the Limited Partners are
collectively referred to as the "Partners". The Managing General Partner
is the general partner of the Associate General Partner and is a
wholly-owned, indirect subsidiary of John Hancock Mutual Life Insurance
Company ("John Hancock"). The Partnership is engaged solely in the
acquisition, operation, and disposition of investment real estate. The
initial capital of the Partnership was $6,000, representing capital
contributions of $800 from the Managing General Partner, $200 from the
Associate General Partner and $5,000 from the initial Limited Partner (a
former director of the Managing General Partner). The Amended Agreement
of Limited Partnership of the Partnership (the "Partnership Agreement")
authorized the issuance of up to 35,000 units of Limited Partnership
Interests at $1,000 per unit. During the offering period, which
terminated on August 31, 1985, 21,954 units of Limited Partnership
Interests ("Units") were sold. There have been no changes in the number
of Units outstanding subsequent to the termination of the offering
period.
The latest date on which the Partnership was due to terminate was
December 31, 2020, unless it was sooner terminated in accordance with the
terms of the Partnership Agreement. It was expected that in the ordinary
course of the Partnership's business, the properties of the Partnership
would be disposed of, and the Partnership terminated, before December 31,
2020. As initially stated in its Prospectus, the sale of the
Partnership's last remaining property was expected to occur within five
to eight years following the date such property was acquired by the
Partnership.
8
<PAGE>
JOHN HANCOCK PROPERTIES LIMITED PARTNERSHIP
(A Massachusetts Limited Partnership)
NOTES TO FINANCIAL STATEMENTS (Continued)
(Unaudited)
1. Organization of Partnership (continued)
---------------------------
On December 29, 1995, the Partnership sold its last remaining property,
the Fisherman's Village Apartments, which resulted in the termination of
the Partnership's operations. On January 17, 1996, cash in the amount of
$658,620 was distributed to the Limited Partners from the Partnership's
net assets and the Managing General Partner established a reserve for
contingencies with the remaining balance of the Partnership's net assets,
as permitted by, and in accordance with, the terms of the Partnership
Agreement. The reserve for contingencies, with a balance of
approximately $1,045,000 at June 30, 1996, will be used to fund any
possible liabilities that may arise. If all liabilities with respect to
the Partnership are resolved by the end of 1996 and the Managing General
Partner determines that funds are available for distribution, the
Managing General Partner expects to make a final distribution of the
Partnership's net assets, in accordance with the terms of the Partnership
Agreement, to the Limited Partners by December 31, 1996. Such
distribution, if any, will result in the liquidation and termination of
the Partnership.
2. Liquidation Basis Financial Statement Presentation
--------------------------------------------------
On December 29, 1995, the Partnership sold its last remaining property,
the Fisherman's Village Apartments. This sale resulted in the
termination of the Partnership's operations. The Partnership, therefore,
changed its basis of accounting from the going-concern basis to the
liquidation basis as of December 31, 1995. Consequently, the financial
statements presented in this Report on Form 10-Q at and for the six
months ended June 30, 1996 and at December 31, 1995, have been prepared
on the liquidation basis of accounting. Under this basis, assets are
stated at their estimated net realizable values and liabilities reflect
their estimated settlement amounts. The financial statements for all
periods prior to December 31, 1995 have been prepared on the going-
concern basis of accounting.
3. The Partnership Agreement
-------------------------
Profits from the normal operations of the Partnership for each fiscal
year, or portion thereof, are allocated between the Limited Partners and
the General Partners in the same proportion as Distributable Cash from
Operations (as defined in the Partnership Agreement) provided that (i) in
no event shall the General Partners be allocated less than 1% of any such
profits from normal operations, and (ii) if there is any fiscal year
which produces no Distributable Cash from Operations but which produces
profits for tax purposes from normal operations, such profits are
allocated 90% to the Limited Partners and 10% to the General Partners.
9
<PAGE>
JOHN HANCOCK PROPERTIES LIMITED PARTNERSHIP
(A Massachusetts Limited Partnership)
NOTES TO FINANCIAL STATEMENTS (Continued)
(Unaudited)
3. The Partnership Agreement (continued)
-------------------------
Losses from the normal operations of the Partnership for each fiscal year
or portion thereof are allocated 99% to the Limited Partners and 1% to
the General Partners, except any such profits or losses which were based
upon the Partnership's operations prior to the initial closing under the
Partnership's offering of Units were allocated 99% to the General
Partners and 1% to the initial Limited Partner.
Distributable Cash from Operations is distributed 90% to the Limited
Partners and 10% to the General Partners; provided, however, that in each
fiscal year the General Partners will defer their receipt of any
Distributable Cash from Operations to the extent necessary to provide the
Limited Partners with a non-cumulative return in such year equal to 4% of
their Invested Capital (as defined in the Partnership Agreement). All
distributions of Distributable Cash from Operations deferred by the
General Partners accrue and are payable to them, to the extent possible,
out of subsequent years' Distributable Cash from Operations remaining
after the receipt by the Limited Partners of the aforesaid 4% return, or
out of cash from sales and refinancings as specified below.
Cash from Sales or Refinancings (as defined in the Partnership Agreement)
is distributed to the Limited Partners until the Limited Partners have
received, first, a return of their total Invested Capital, and, second,
such additional amount as may be necessary, after giving effect to all
previous distributions of Distributable Cash from Operations and of Cash
from Sales or Refinancings, to the extent required to satisfy any
deficiency in the Cumulative Return on Investment (as defined in the
Partnership Agreement) to produce in the aggregate a Cumulative Return on
Investment of 7% per annum for all fiscal quarters commencing on or after
January 1, 1986, and ending prior to the date of such distribution. The
General Partners are then entitled to receive an amount of Cash from
Sales or Refinancings equal to any portion of the General Partners' share
of Distributable Cash from Operations which was previously deferred in
order to permit the payment to the Limited Partners of a non-cumulative
return in each year equal to 4% of their Invested Capital. Any Cash from
Sales or Refinancings remaining after the Limited Partners have received
a return of their total Invested Capital plus the Cumulative Return on
Investment of 7% per annum for all fiscal quarters commencing on or after
January 1, 1986, and ended prior to the date of such distribution, and
after the General Partners have received an amount of such cash equal to
any such deferred payment of Distributable Cash from Operations, will be
distributed 85% to the Limited Partners and 15% to the General Partners.
10
<PAGE>
JOHN HANCOCK PROPERTIES LIMITED PARTNERSHIP
(A Massachusetts Limited Partnership)
NOTES TO FINANCIAL STATEMENTS (Continued)
(Unaudited)
3. The Partnership Agreement (continued)
-------------------------
Cash from the sale of the last of the Partnership's properties is
distributed in the same manner as Cash from Sales or Refinancings, 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 or Refinancings,
as specified in the previous paragraph.
Profits from Sales or Refinancings are generally allocated in the same
manner as cash from the transaction; however, in no event shall the
General Partners be allocated less than 1% of any such profits from the
transaction. Losses from Sales or Refinancings are allocated 99% to the
Limited Partners and 1% to the General Partners. In connection with the
sale of the last of the Partnership's properties, and therefore the
dissolution of the Partnership, profits will be allocated to any Partners
having a deficit balance in their capital account in an amount equal to
the deficit balance. Any remaining profits will be allocated in the same
order as cash from the sale would be distributed.
4. Transactions with the General Partners and Affiliates
-----------------------------------------------------
Expenses incurred or paid by the General Partners or their affiliates and
to which the General Partners and their affiliates are entitled to
reimbursement from the Partnership, and interest expense on borrowings
from the Managing General Partner were as follows:
Six Months Ended
June 30,
1996 1995
---- ----
Operating expenses $56,680 $48,348
Interest on mortgage note payable
to affiliate 3,928 -
Interest on note payable to affiliate - 35,417
------- -------
$60,608 $83,765
======= =======
The above expenses for the six months ended June 30, 1996 are included in
the Statement of Changes in Net Assets in Liquidation and the above
expenses for the six months ended June 30, 1995 are included in expenses
on the Statement of Operations.
11
<PAGE>
JOHN HANCOCK PROPERTIES LIMITED PARTNERSHIP
(A Massachusetts Limited Partnership)
NOTES TO FINANCIAL STATEMENTS (Continued)
(Unaudited)
4. Transactions with the General Partners and Affiliates (continued)
-----------------------------------------------------
Accounts payable to affiliates represents amounts due to the General
Partners and their affiliates for various services provided to the
Partnership.
The Managing General Partner serves in a similar capacity for three other
affiliated real estate limited partnerships.
Mortgage note payable to affiliate represented a short-term borrowing by
the Partnership in the amount of $8,193,775 from the Managing General
Partner. The mortgage note carried interest at a rate of 8.75% per annum
and was collateralized by the Fisherman's Village Apartments. On January
3, 1996, the Partnership paid the outstanding mortgage indebtedness held
by the Managing General Partner with funds provided by the sale of its
last property, the Fisherman's Village Apartments.
Note payable to affiliate represented a short-term borrowing by the
Partnership in the principal amount of $1,000,000 from the Managing
General Partner. The note carried interest at a rate of 8.5% per annum.
During the second quarter of 1995, the Partnership utilized net proceeds
from the sale of the Northgreen Apartments to pay the Managing General
Partner the entire outstanding principal balance of the note in the
amount of $1,000,000.
5. Note Receivable
---------------
Effective August 9, 1987, the unconditional guaranty obligation granted
by the seller of the Waterford Apartments (the "Obligor") to the
Partnership for operating deficits (including debt service) was extended
until August 1, 1994. (The Waterford Apartments was conveyed to the
property's mortgagee by a deed-in-lieu of foreclosure on August 9, 1991.)
The outstanding balance due in the amount of $258,950 was restructured as
a 10.5% Promissory Note (the "Note") due on or before August 1, 1994. As
of December 31, 1993 the Managing General Partner believed, based on
information obtained with respect to the Obligor's financial condition,
that it was probable that the Partnership would be unable to collect all
amounts due from the Obligor according to the contractual terms of the
Note. Accordingly, the Partnership established a provision, reflected in
the accompanying Statements of Net Assets in Liquidation, against the
then entire outstanding balance of the Note.
12
<PAGE>
JOHN HANCOCK PROPERTIES LIMITED PARTNERSHIP
(A Massachusetts Limited Partnership)
NOTES TO FINANCIAL STATEMENTS (Continued)
(Unaudited)
5. Note Receivable (continued)
---------------
In June 1994, the Obligor notified the Partnership that he would be
unable to continue to pay the minimum monthly payments on the note and
would be unable to pay the outstanding balance of the note upon its
maturity on August 1, 1994. The Obligor failed to make the minimum
required payments due on the Note since June 1, 1994 and subsequently
failed to pay the outstanding balance of the Note, which was due on
August 1, 1994. Once the Obligor ceased making the requisite payments on
the Note, the Managing General Partner issued a default notice and demand
for payment to the Obligor and filed a complaint with the court demanding
full payment of all amounts owing under the Note. On December 7, 1994
the court granted the Partnership a summary judgment in response to the
complaint filed against the Obligor in the amount of $305,489, which
represented the balance of the Note at maturity plus accrued interest
thereon from the maturity date of the Note through the date of the
judgment.
After a detailed review of the Obligor's financial condition and based
upon representations and assurances by the Obligor that he had
insufficient assets with which to satisfy the judgment, the Managing
General Partner reached a settlement with the Obligor. Effective April
29, 1996, the Partnership released the judgment against the Obligor in
exchange for a one-time cash payment in the amount of $35,000.
6. Federal Income Taxes
--------------------
A reconciliation of the net income reported in the Statement of
Operations to the net income reported for federal income tax purposes for
the six months ended June 30, 1995 is as follows:
Net income per Statement of Operations $3,927,909
Add/(deduct): Excess tax gain over book
gain on disposition of assets 1,897,508
Excess of tax depreciation
over book depreciation (137,651)
----------
Net income for federal income tax purposes $5,687,766
==========
13
<PAGE>
JOHN HANCOCK PROPERTIES LIMITED PARTNERSHIP
(A Massachusetts Limited Partnership)
Item 2: Management's Discussion and Analysis of Financial Condition and Results
of Operations
General
- -------
On December 29, 1995, the Partnership sold its last remaining property, the
Fisherman's Village Apartments, which resulted in the termination of the
Partnership's operations. On January 17, 1996, cash in the amount of $658,620
was distributed to the Limited Partners from the Partnership's net assets and
the Managing General Partner established a reserve for contingencies with the
remaining balance of the Partnership's net assets, as permitted by, and in
accordance with, the terms of the Partnership Agreement. The reserve for
contingencies, with a balance of approximately $1,045,000 at June 30, 1996, will
be used to fund any possible liabilities that may arise. If all liabilities
with respect to the Partnership are resolved by the end of 1996 and the Managing
General Partner determines that funds are available for distribution, the
Managing General Partner expects to make a final distribution of net assets, in
accordance with the terms of the Partnership Agreement, to the Limited Partners
by December 31, 1996. Such final distribution, if any, will result in the
liquidation and termination of the Partnership. At the time of such final
distribution, the outstanding Units will be canceled and, in accordance with
federal securities laws, will be de-registered with the S.E.C., after which time
the Partnership will no longer be required to file periodic reports with the
S.E.C.
Liquidity and Capital Resources
- -------------------------------
As a result of the sale of the Partnership's last remaining property on December
29, 1995 and, therefore, the termination of the Partnership's operations, the
financial statements presented in this Report on Form 10-Q at and for the six
months ended June 30, 1996 and at December 31, 1995, have been prepared on a
basis of accounting which requires that all non-liquid assets be stated at their
estimated net realizable value and all liabilities at their estimated settlement
amounts.
As of June 30, 1996, the Partnership had $1,081,361 in cash and cash equivalents
and net assets of $1,045,089.
On January 3, 1996, the Partnership paid the outstanding principal balance and
all accrued and unpaid interest on the mortgage indebtedness held by the
Managing General Partner, in the aggregate amount of $8,201,558, with funds
provided by the sale of its last property, the Fisherman's Village Apartments.
Effective April 29, 1996, the Managing General Partner reached an agreement with
the seller of the Waterford Apartments (the "Obligor") on the judgment the
Partnership held against the Obligor in the amount of $305,489 (see Note 5 of
the financial statements included in Item 1 of this Report). After a detailed
review of the Obligor's financial condition and representations and assurances
made by the Obligor that he had insufficient assets with which to satisfy the
judgment, the Partnership released the judgment against the Obligor in exchange
for a one-time cash payment in the amount of $35,000.
14
<PAGE>
JOHN HANCOCK PROPERTIES LIMITED PARTNERSHIP
(A Massachusetts Limited Partnership)
Item 2: Management's Discussion and Analysis of Financial Condition and Results
of Operations (continued)
Results of Operations
- ---------------------
The Statement of Changes in Net Assets in Liquidation is presented for the six
months ended June 30, 1996 to reflect the liquidation basis of accounting for
such period. As a result, a comparison is not meaningful for the six months
ended June 30, 1996 relative to the corresponding period in 1995.
On January 1, 1996, the Partnership had net assets of $1,726,978, which
represents total assets less total liabilities. At June 30, 1996 net assets
were $1,045,089, reflecting a decrease in net assets of $681,889 during the six
months then ended. This decrease in net assets resulted from the following
activity during the period: $658,620 of cash distributions to the Limited
Partners, $62,308 of general and administrative expenses, $26,767 of property
operating expenses relating to the Fisherman's Village Apartments, and $3,928 of
interest expense which decreases were partially offset by $34,734 of interest
income earned on cash and cash equivalents during the period and $35,000 of cash
received from the Obligor as settlement for the Note and to release the
judgment.
15
<PAGE>
JOHN HANCOCK PROPERTIES LIMITED PARTNERSHIP
(A Massachusetts Limited Partnership)
Item 2: Management's Discussion and Analysis of Financial Condition and Results
of Operations (continued)
Cash Flow
- ---------
The following table provides the calculations of Adjusted Cash from Operations
and Distributable Cash from Operations for the six months ended June 30, 1995,
which are calculated in accordance with Section 17 of the Partnership Agreement:
Net cash provided by
operating activities (a) $170,456
Net change in operating assets
and liabilities (a) 59,880
---------
Cash provided by operations (a) 230,336
Principal payments on long-term debt
(exclusive of payments for
retirement of debt) (88,860)
---------
Cash provided by operations,
as adjusted 141,476
Increase in working capital reserves (141,476)
---------
Adjusted Cash from Operations (b) -
Decrease in working capital reserves -
---------
Distributable Cash from Operations (b) $-
=========
(a) Net cash provided by operating activities, net change in operating assets
and liabilities, and cash provided by operations are as calculated in the
Statement of Cash Flows included in Item 1 of this Report.
(b) As defined in the Partnership Agreement. Distributable Cash from
Operations should not be considered as an alternative to net income (i.e.
not an indicator of performance) or to reflect cash flows or availability
of discretionary funds.
As a result of the sale of the Partnership's last remaining property on December
29, 1995 and, therefore, the termination of the Partnership's operations, the
Partnership changed its basis of accounting from the going-concern basis to the
liquidation basis of accounting. The financial statements in this Report on
Form 10-Q at and for the six months ended June 30, 1995 have been prepared on
the going-concern basis of accounting. The financial statements at and for the
six months ended June 30, 1996 and at December 31, 1995 have been prepared on
the liquidation basis of accounting. As a result, the Statement of Cash Flows
included in Item 1 of this Report does not reflect any of the information
reported using this liquidation basis. The Partnership did not generate any
Adjusted Cash from Operations nor any Distributable Cash from Operations for the
six months ended June 30, 1996, and, therefore, calculations of Adjusted Cash
from Operations and Distributable Cash from Operations for such periods have
been omitted.
16
<PAGE>
JOHN HANCOCK PROPERTIES LIMITED PARTNERSHIP
(A Massachusetts Limited Partnership)
Item 2: Management's Discussion and Analysis of Financial Condition and Results
of Operations (continued)
Cash Flow (continued)
- ---------
On January 17, 1996, the Managing General Partner made a cash distribution from
the Partnership's net assets in the aggregate amount of $658,620 to all Limited
Partners of record at December 31, 1995 and established a reserve for
contingencies with the remaining balance of the Partnership's net assets. The
reserve for contingencies has a balance of approximately $1,045,000 at June 30,
1996.
17
<PAGE>
JOHN HANCOCK PROPERTIES LIMITED PARTNERSHIP
(A Massachusetts Limited Partnership)
PART II: OTHER INFORMATION
Item 1. Legal Proceedings
There are no material pending legal proceedings, other than ordinary
routine litigation incidental to the business of the Partnership, to
which the Partnership is a party or to which any of its properties is
subject.
Item 2. Changes in Securities
There were no changes in securities during the second quarter of 1996.
Item 3. Defaults Upon Senior Securities
There were no defaults upon senior securities during the second quarter
of 1996.
Item 4. Submission of Matters to a Vote of Security Holders
No matters were submitted to a vote of security holders of the
Partnership during the second quarter of 1996.
Item 5. Other information
Item 6. Exhibits and Reports on Form 8-K
(a) There are no exhibits to this report.
(b) There were no Reports on Form 8-K filed during the second
quarter of 1996.
18
JOHN HANCOCK PROPERTIES LIMITED PARTNERSHIP
(A Massachusetts Limited Partnership)
Signatures
----------
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this Report to be signed on its behalf by the
undersigned, thereunto duly authorized, on the 29th day of July, 1996.
John Hancock Properties Limited Partnership
By: John Hancock Realty Equities, Inc.,
Managing General Partner
By: WILLIAM M. FITZGERALD
--------------------------------
William M. Fitzgerald, President
By: RICHARD E. FRANK
--------------------------------
Richard E. Frank, Treasurer
(Chief Accounting Officer)
19
<TABLE> <S> <C>
<ARTICLE> 5
<CIK> 0000746262
<NAME> JOHN HANCOCK PROPERTIES LIMITED PARTNERSHIP
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-END> JUN-30-1996
<CASH> 1,081,361
<SECURITIES> 0
<RECEIVABLES> 0
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