2
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 March 31, 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 02117
(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>
JOHN HANCOCK PROPERTIES LIMITED PARTNERSHIP
(A Massachusetts Limited Partnership)
INDEX
PART I: FINANCIAL INFORMATION PAGE
Item 1 - Financial Statements:
Statements of Net Assets in Liquidation at
March 31, 1996 and December 31, 1995 3
Statement of Changes in Net Assets in Liquidation
for the Three Months Ended March 31, 1996 4
Statement of Operations for the Three Months
Ended March 31, 1995 5
Statements of Partners' Equity for the Three
Months Ended March 31, 1996 and for the
Year Ended December 31, 1995 6
Statement of Cash Flows for the Three Months
Ended March 31, 1995 7
Notes to Financial Statements 8-14
Item 2 - Management's Discussion and Analysis of
Financial Condition and Results of Operations 15-18
PART II: OTHER INFORMATION 19
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
March 31, December 31,
1996 1995
---- ----
(Unaudited)
Assets:
Cash and cash equivalents $1,077,517 $1,814,023
Restricted cash - 8,193,775
Note receivable, net of allowance
of $284,155 - -
Other assets 4,562 4,562
---------- -----------
Total assets 1,082,079 10,012,360
Liabilities:
Accounts payable and accrued expenses 23,394 54,466
Accounts payable to affiliates 34,972 37,141
Mortgage note payable to affiliate - 8,193,775
---------- -----------
Total liabilities 58,366 8,285,382
---------- -----------
Net assets $1,023,713 $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)
Three Months Ended March 31, 1996
Net Assets at beginning of period $1,726,978
Interest income $20,865
Cash distributed to Limited Partners (658,620)
General and administrative expenses (34,704)
Property operating expenses (26,878)
Interest expense (3,928)
--------
Change in net assets (703,265)
----------
Net Assets at end of period $1,023,713
==========
See Notes to Financial Statements
4
<PAGE>
JOHN HANCOCK PROPERTIES LIMITED PARTNERSHIP
(A Massachusetts Limited Partnership)
STATEMENT OF OPERATIONS
(Unaudited)
Three Months Ended March 31, 1995
Income:
Rental income $764,448
Interest income 8,674
--------
Total income 773,122
Expenses:
Interest expense 284,546
Property operating expenses 319,474
Depreciation 153,365
General and administrative expenses 37,049
--------
Total expenses 794,434
--------
Net loss ($21,312)
========
Allocation of net loss:
General Partners' ($213)
Limited Partners' (21,099)
--------
($21,312)
========
Net loss per Limited Partnership
Unit outstanding ($0.96)
========
See Notes to Financial Statements
5
<PAGE>
JOHN HANCOCK PROPERTIES LIMITED PARTNERSHIP
(A Massachusetts Limited Partnership)
STATEMENTS OF PARTNERS' EQUITY
(Unaudited)
Three Months Ended March 31, 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 (446) (44,199) (44,645)
Cash distribution - (658,620) (658,620)
-------- ---------- ----------
Partners' equity/(deficit) at
March 31, 1996 (21,954 Limited
Partnership Units outstanding) ($446) $1,024,159 $1,023,713
======== ========== ==========
</TABLE>
See Notes to Financial Statements
6
<PAGE>
JOHN HANCOCK PROPERTIES LIMITED PARTNERSHIP
(A Massachusetts Limited Partnership)
STATEMENT OF CASH FLOWS
(Unaudited)
Three Months Ended March 31, 1995
Operating activities:
Net loss ($21,312)
Adjustments to reconcile net loss
to net cash provided by operating
activities:
Depreciation 153,365
--------
132,053
Changes in operating assets and liabilities:
Decrease in prepaid expenses,
other assets and receivables 19,476
Increase in accounts payable
and accrued expenses 54,993
Increase in restricted cash (30,041)
Decrease in accounts payable to
affiliates (98,725)
--------
Net cash provided by operating
activities 77,756
Financing activities:
Principal payments on long-term debt (48,950)
--------
Net cash used in financing activities (48,950)
--------
Net increase in cash and cash
equivalents 28,806
Cash and cash equivalents at beginning
of year 578,996
--------
Cash and cash equivalents at end of
period $607,802
========
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
---------------------------
John Hancock Properties Limited Partnership (the "Partnership") was
formed under the Massachusetts Uniform Limited Partnership Act on
May 17, 1984. As of March 31, 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 2,054 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.
8
<PAGE>
JOHN HANCOCK PROPERTIES LIMITED PARTNERSHIP
(A Massachusetts Limited Partnership)
NOTES TO FINANCIAL STATEMENTS (Continued)
(Unaudited)
1. Organization of Partnership (continued)
---------------------------
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.
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
$1,024,000 at March 31, 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 for the three months ended March 31, 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.
9
<PAGE>
JOHN HANCOCK PROPERTIES LIMITED PARTNERSHIP
(A Massachusetts Limited Partnership)
NOTES TO FINANCIAL STATEMENTS (Continued)
(Unaudited)
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.
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.
10
<PAGE>
JOHN HANCOCK PROPERTIES LIMITED PARTNERSHIP
(A Massachusetts Limited Partnership)
NOTES TO FINANCIAL STATEMENTS (Continued)
(Unaudited)
3. The Partnership Agreement (continued)
-------------------------
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 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.
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.
11
<PAGE>
JOHN HANCOCK PROPERTIES LIMITED PARTNERSHIP
(A Massachusetts Limited Partnership)
NOTES TO FINANCIAL STATEMENTS (Continued)
(Unaudited)
3. The Partnership Agreement (continued)
-------------------------
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:
Three Months Ended
March 31,
1996 1995
---- ----
Operating expenses $34,972 $21,729
Interest on mortgage note payable
to affiliate 3,928 -
Interest on note payable to affiliate - 21,250
------- -------
$38,900 $42,979
======= =======
The above expenses for the three months ended March 31, 1996 are
included in the Statement of Changes in Net Assets in Liquidation
and the above expenses for the three months ended March 31, 1995 are
included in expenses on the Statement of Operations.
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.
12
<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)
-----------------------------------------------------
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 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, as of December 31, 1993, the Partnership established a
provision, reflected in the accompanying Statements of Net Assets in
Liquidation, against the then entire outstanding balance of the note
in the amount of $298,058. The provision has since been reduced to
$284,155 as a result of payments received on the note during 1994.
13
<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. As of March 31, 1996, and as of the
date hereof, the Obligor is in default on the Promissory Note for
failure to make the minimum required payments due since June 1, 1994
and for failure 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 represents 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 loss reported in the Statement of
Operations to the net loss reported for federal income tax purposes
for the three months ended March 31, 1995 is as follows:
Net loss per Statement of Operations ($21,312)
Add/(deduct): Excess of tax depreciation
over book depreciation (62,480)
-------
Net loss for federal income tax
purposes ($83,792)
=======
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
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
$1,024,000 at March 31, 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, they 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
for the three months ended March 31, 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 March 31, 1996, the Partnership had $1,077,517 in cash and cash
equivalents and net assets of $1,023,713.
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.
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)
Results of Operations
- ---------------------
The Statement of Changes in Net Assets in Liquidation is presented for the
three months ended March 31, 1996 to reflect the liquidation basis of
accounting for such period. As a result, a comparison is not meaningful
for the three months ended March 31, 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 March 31, 1996 net
assets were $1,023,713, reflecting a decrease in net assets of $703,265
during the three 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, $34,704 of general and
administrative expenses, $26,878 of property operating expenses relating to
the Fisherman's Village Apartments, and $3,928 of interest expense which
decreases were partially offset by $20,865 of interest income earned on
cash and cash equivalents during the period.
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
- ---------
The following table provides the calculations of Adjusted Cash from
Operations and Distributable Cash from Operations for the three months
ended March 31, 1995, which are calculated in accordance with Section 17 of
the Partnership Agreement:
Net cash provided by
operating activities (a) $77,756
Net change in operating assets
and liabilities (a) 54,297
-------
Cash provided by operations (a) 132,053
Principal payments on long-term debt
(exclusive of payments for
retirement of debt) (48,950)
-------
Cash provided by operations,
as adjusted 83,103
Increase in working capital reserves (83,103)
-------
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.
17
<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)
- ---------
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 for the three months ended March 31,
1995 have been prepared on the going-concern basis of accounting. The
financial statements at and for the three months ended March 31, 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 three months
ended March 31, 1996, and, therefore, calculations of Adjusted Cash from
Operations and Distributable Cash from Operations for such periods have
been omitted.
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
$1,024,000 at March 31, 1996.
18
<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 first quarter of
1996.
Item 3. Defaults Upon Senior Securities
There were no defaults upon senior securities during the first
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 first 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) During the quarter ended March 31, 1996, the
Partnership filed a current report on Form 8-K dated January
17, 1996. The Report included information on the sale of the
Partnership's last remaining property and described the
anticipated liquidation and termination of the Partnership.
19
<PAGE>
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 15th day of May, 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)
20
<TABLE> <S> <C>
<ARTICLE> 5
<CIK> 0000746262
<NAME> JOHN HANCOCK PROPERTIES LIMITED PARTNERSHIP
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