-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Oux1Tu9FpLfUgoUA6uWB4rM7RMailZC3MwxpLJWAMe24+o4fD5J/vrwlonRDirxa sXJk2hVuKiOM+wDm0av3DA== 0000746262-96-000015.txt : 19960730 0000746262-96-000015.hdr.sgml : 19960730 ACCESSION NUMBER: 0000746262-96-000015 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19960630 FILED AS OF DATE: 19960729 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: HANCOCK JOHN PROPERTIES LTD PARTNERSHIP CENTRAL INDEX KEY: 0000746262 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE [6500] IRS NUMBER: 042830750 STATE OF INCORPORATION: MA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 000-13473 FILM NUMBER: 96600417 BUSINESS ADDRESS: STREET 1: 200 BERKELEY ST CITY: BOSTON STATE: MA ZIP: 02117 BUSINESS PHONE: 8007225457 10-Q 1 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 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 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 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 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 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
General Limited Partners Partners Total -------- -------- ----- 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 ========= ========== ==========
See Notes to Financial Statements 6 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 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 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 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 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 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 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 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 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 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 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 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 EX-27 2
5 0000746262 JOHN HANCOCK PROPERTIES LIMITED PARTNERSHIP 6-MOS DEC-31-1996 JUN-30-1996 1,081,361 0 0 0 0 1,081,361 0 0 1,081,361 36,272 0 0 0 0 1,045,089 1,081,361 0 69,734 0 89,075 0 0 3,928 (23,269) 0 (23,269) 0 0 0 (23,269) (1.05) (1.05)
-----END PRIVACY-ENHANCED MESSAGE-----