24
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-K
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the Fiscal Year Ended December 31, 1995
Commission File Number 0-15680
JOHN HANCOCK REALTY INCOME FUND LIMITED PARTNERSHIP
(Exact name of registrant as specified in its charter)
Massachusetts 04-2921566
(State or other Jurisdiction of (IRS Employer
Incorporation or Organization) Identification No.)
200 Berkeley Street, Boston, MA 02117
(Address of Principal Executive Office) (Zip Code)
Registrant's telephone number, including area code: (800) 722-5457
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act: Units of
Investor Limited Partnership Interest
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act
of 1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days.
YES X NO
--- ---
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained,
to the best of the registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form
10-K or any amendment to this Form 10-K. [X]
State the aggregate market value of the voting stock held by non-affiliates
of the registrant. Not applicable, since securities are non-voting.
Documents incorporated by reference. None.
Exhibit Index on Pages 28 - 32
Page 1 of 50
TABLE OF CONTENTS
PART I
Item 1 Business 3
Item 2 Properties 6
Item 3 Legal Proceedings 8
Item 4 Submission of Matters to a Vote
of Security Holders 8
PART II
Item 5 Market for the Partnership's Securities and Related
Security Holder Matters 8
Item 6 Selected Financial Data 10
Item 7 Management's Discussion and Analysis of Financial
Condition and Results of Operations 11
Item 8 Financial Statements and Supplementary Data 21
Item 9 Changes in and Disagreements with Accountants
on Accounting and Financial Disclosure 21
PART III
Item 10 Directors and Executive Officers of the Partnership 22
Item 11 Executive Compensation 25
Item 12 Security Ownership of Certain Beneficial Owners
and Management 25
Item 13 Certain Relationships and Related Transactions 26
PART IV
Item 14 Exhibits, Financial Statement Schedules and
Reports on Form 8-K 28
Signatures 33
2
Part I
Item 1 - Business
The Registrant, John Hancock Realty Income Fund Limited Partnership (the
"Partnership"), is a limited partnership organized on June 12, 1986 under
the Massachusetts Uniform Limited Partnership Act. As of December 31,
1995, the partners in the Partnership consisted of John Hancock Realty
Equities, Inc. (the "General Partner"), John Hancock Realty Funding, Inc.
(the "John Hancock Limited Partner"), and 4,222 Investor Limited Partners
(the "Investors") owning 91,647 Units of Investor Limited Partnership
Interests (the "Units"). The John Hancock Limited Partner and the
Investors are collectively referred to as the Limited Partners. The
initial capital of the Partnership was $2,000 representing capital
contributions of $1,000 from the General Partner and $1,000 from the John
Hancock Limited Partner. During the offering period, the John Hancock
Limited Partner made additional capital contributions of $7,330,760. There
have been no changes in the number of Units outstanding subsequent to the
termination of the offering period. The Amended Agreement of Limited
Partnership of the Partnership (the "Partnership Agreement") authorized the
sale of up to 100,000 Units of Investor Limited Partnership Interests.
The Units were offered and sold to the public during the period from
September 9, 1986 to September 9, 1987, pursuant to a Registration
Statement on Form S-11 under the Securities Act of 1933. The Partnership
sold the Units for $500 per Unit. No established public market exists on
which the Units may be traded.
The Partnership is engaged in the business of acquiring, improving, holding
for investment and disposing of existing, income-producing, commercial and
industrial properties on an all-cash basis, free and clear of mortgage
indebtedness. Although the Partnership's properties were acquired and are
held free and clear of mortgage indebtedness, the Partnership may incur
mortgage indebtedness on its properties under certain circumstances, as
specified in the Partnership Agreement.
The latest date on which the Partnership is due to terminate is December
31, 2016, unless it is sooner terminated in accordance with the terms of
the Partnership Agreement. It is expected that in the ordinary course of
the Partnership's business, the properties of the Partnership will be
disposed of, and the Partnership terminated, before December 31, 2016.
3
Item 1 - Business (continued)
The Partnership's equity real estate investments are subject to various
risk factors. Although the risks of equity investing are reduced when
properties are acquired on an unleveraged basis, the major risk of owning
income-producing properties is the possibility that the properties will not
generate income sufficient to meet operating expenses and to fund adequate
reserves for repairs, replacements, contingencies and anticipated
obligations. The income received from properties may be affected by many
factors, including: i) adverse changes in general economic conditions and
local conditions, such as competitive over-building, a decrease in
employment, or adverse changes in real estate zoning laws, which may reduce
the desirability of real estate in the area or ii) other circumstances over
which the Partnership may have little or no control, such as fires,
earthquakes and floods. To the extent that the Partnership's properties
are leased in any substantial portion to a specific retail, industrial or
office tenant, the financial failure of any such major tenant, resulting in
the termination of the tenant's lease or non-payment of rentals due, would
likely cause at least a temporary reduction in cash flow from any such
property and might result in a decrease in the market value of that
property.
On October 24, 1986, the Partnership acquired 1300 North Dutton Avenue, an
office/industrial facility located in Santa Rosa, California. The tenant
that had leased all of the rentable space at the property did not renew its
lease and vacated its space when its lease expired on January 31, 1995.
Since that time the entire property has been vacant, and the General
Partner has been actively seeking a replacement tenant, or tenants, for the
property. Real estate market conditions for office/industrial space in
Santa Rosa have declined since the Partnership acquired the 1300 North
Dutton Avenue property. The General Partner anticipates that, due to a
lack of demand for office/industrial space in Santa Rosa, market conditions
will remain competitive during 1996.
On February 17, 1987, the Partnership acquired the Marlboro Square Shopping
Center, a neighborhood shopping center located in Marlboro, Massachusetts.
Market conditions in Marlboro have weakened since the Partnership acquired
the property and have remain depressed. An excess of supply over demand
for retail space has resulted in continued high vacancy rates and
competitive pricing for leasing space in the area in which Marlboro Square
is located. In addition, a new retail development within close proximity
to Marlboro Square is scheduled for completion during the Fall of 1996.
The General Partner anticipates that absorption of existing retail space in
the Marlboro area will remain sluggish during 1996 due to both the lack of
demand and the pending increase in available retail space in the area. The
General Partner will continue to offer competitive rental rates and
concessions at Marlboro Square in an effort to retain existing tenants and
to lease the remaining vacant space at the property.
4
Item 1 - Business (continued)
On November 20, 1987, the Partnership acquired the Crossroads Square
Shopping Center, a neighborhood shopping center located in Jacksonville,
Florida. Although real estate market conditions for retail properties in
Jacksonville have declined as compared to when the Partnership acquired the
property, occupancy levels and rental rates within the market have
stabilized over recent years and remain relatively favorable. The General
Partner anticipates that relatively favorable retail market conditions in
Jacksonville and at the property should continue during 1996.
On December 22, 1987, the Partnership acquired the Carnegie Center, a
multi-tenant office/industrial facility located in Cincinnati, Ohio. Since
the Partnership acquired the Carnegie Center, the Cincinnati industrial
real estate market has experienced an oversupply of office/industrial
space, which has resulted in a decline in rental rates and an increase in
vacancy rates. In addition, during 1994 a tenant that had occupied 45% of
the Carnegie Center property did not renew its leases upon their
expirations and, as a result, the property's occupancy declined to 35%.
During 1995, the General Partner signed leases with new tenants to occupy
approximately 35,000 square feet of space and signed a lease with an
existing tenant for a reduced amount of space. As a result of these
leases, occupancy at the Carnegie Center increased to 56% at December 31,
1995. The General Partner anticipates that market conditions in Cincinnati
will remain competitive during 1996 and, therefore, it will continue to
offer competitive rental rates and concessions in an effort to further
increase occupancy at Carnegie Center.
On February 25, 1988, the Partnership acquired the Warner Plaza Shopping
Center, a neighborhood shopping center located in Chandler, Arizona. The
Partnership acquired Warner Plaza exclusive of areas totaling 55,562
rentable square feet owned by a non-affiliate of the Partnership.
Although, real estate market conditions have declined in the Chandler area
as compared to when the Partnership acquired the property, population,
employment and retail sales have increased in recent years and the property
is 100% occupied at December 31, 1995. The General Partner anticipates
favorable retail market conditions in Chandler during 1996 and that the
property should provide the Partnership with stable income performance
during 1996.
5
Item 1 - Business (continued)
On September 13, 1988, the Partnership acquired the J.C. Penney Credit
Operations Center, an office/service center located in Albuquerque, New
Mexico and 100% occupied by J.C. Penney. J.C. Penney's lease had been
scheduled to expire during 1996; however, during the first quarter of 1995,
the General Partner negotiated an extension of the lease through June 2006.
In connection with the extension of the lease, the tenant was granted an
option to terminate its lease effective on any date on or after July 1,
2002. Due to the extension of J.C. Penney's lease at the property and
current favorable real estate market conditions in Albuquerque, New Mexico,
the General Partner listed the J.C. Penney Credit Operations Center for
sale during July 1995. On December 29, 1995, the Partnership sold the J.C.
Penney Credit Operations Center to a non-affiliated buyer for a gross sales
price of $5,600,000 and received net sales proceeds of $5,392,032, after
deductions for commissions and selling expenses incurred in connection with
the sale of the property. During February 1996, the Partnership
distributed $5,315,526 of the net sales proceeds, of which $4,582,350 was
distributed to the Investors and $733,176 was distributed to the John
Hancock Limited Partner. The remaining net sales proceeds of $76,506 were
retained in the Partnership's working capital reserves.
Within the power accorded to the General Partner under the terms of the
Partnership Agreement, the General Partner contracted, effective as of
January 1, 1992, with Hancock Realty Investors Incorporated ("HRI"), a
wholly-owned, indirect subsidiary of John Hancock Mutual Life Insurance
Company ("John Hancock"), to assist the General Partner in the performance
of its management duties as enumerated in the Partnership Agreement.
Effective May 28, 1993, HRI subcontracted with John Hancock to assist HRI
in the performance of its duties as enumerated in the January 1, 1992
contract. The Partnership has not incurred any additional costs or
expenses as a result of these agreements. The General Partner is further
described in Item 10 ("Directors and Executive Officers of the
Partnership") of this Report.
Industry segment information has not been provided since the Partnership is
engaged in only one industry segment.
Item 2 - Properties
As of December 31, 1995, the Partnership held the following properties in
its portfolio:
1300 North Dutton Avenue Office Complex
- ---------------------------------------
On October 24, 1986, the Partnership purchased the 1300 North Dutton Avenue
office building ("1300 North Dutton Avenue"), located in Santa Rosa,
California, from a non-affiliated seller. The property consists of one
building with 24,120 rentable square feet of office space. The building
and two adjacent buildings comprise "Park Campus", an association which in
common owns a 5.9 acre parcel with landscaping and parking serving all
three buildings. 1300 North Dutton Avenue's allocation of interest in Park
Campus is approximately 32% and includes the exclusive right to use 95
parking spaces.
6
Item 2 - Properties (continued)
At December 31, 1995, the entire building was unoccupied. The former
tenant at the property, North American Mortgage Company ("NAMC"), did not
renew its lease and vacated its space when its lease expired on January 31,
1995. The General Partner has been actively seeking a replacement tenant,
or tenants, for the property.
Marlboro Square Shopping Center
- -------------------------------
On February 17, 1987, the Partnership purchased the Marlboro Square
Shopping Center ("Marlboro Square"), located in Marlboro, Massachusetts,
from a non-affiliated seller. The property consists of two freestanding
buildings. One of the buildings contains 39,150 rentable square feet, and
the other building contains 3,000 rentable square feet, for a total of
42,150 rentable square feet of space.
For the year ended December 31, 1995, the average occupancy of Marlboro
Square was 73%.
Crossroads Square Shopping Center
- ---------------------------------
On November 20, 1987, the Partnership purchased the Crossroads Square
Shopping Center ("Crossroads Square"), located in Jacksonville, Florida,
from a non-affiliated seller. Crossroads Square contains 174,196 rentable
square feet of space with a total land area in excess of 18.5 acres.
For the year ended December 31, 1995, the average occupancy of Crossroads
Square was 94%.
Carnegie Center Office/Warehouse
- --------------------------------
On December 22, 1987, the Partnership purchased Carnegie Center, located in
Cincinnati, Ohio, from a non-affiliated seller. The property consists of
two buildings containing an aggregate of 128,059 rentable square feet with
a total land area of approximately 7.8 acres.
For the year ended December 31, 1995, the average occupancy of Carnegie
Center was 47%. At December 31, 1995 the property was 63% occupied.
Warner Plaza Shopping Center
- ----------------------------
On February 25, 1988, the Partnership purchased 92,848 rentable square feet
of the Warner Plaza Shopping Center ("Warner Plaza") (which consists of a
total of 148,410 rentable square feet), located in Chandler, Arizona, from
a non-affiliated seller.
For the year ended December 31, 1995, average occupancy, for the portion of
Warner Plaza which is owned by the Partnership, was 99%.
The foregoing properties are described more fully in Items 1, 2 and 7 and
Note 4 to the Financial Statements included in Item 8 of this Report.
7
Item 3 - Legal Proceedings
In February 1996, a putative class action complaint was filed in the
Superior Court in Essex County, New Jersey by a single investor in a
limited partnership affiliated with the Partnership. The complaint named
as defendants the Partnership, the General Partner, certain other
affiliates of the General Partner, and certain unnamed officers, directors,
employees and agents of the named defendants.
The plaintiff sought unspecified damages stemming from alleged
misrepresentations and omissions in the marketing and offering materials
associated with the Partnership and two limited partnerships affiliated
with the Partnership. The complaint alleged, among other things, that the
marketing materials for the Partnership and the affiliated limited
partnerships did not contain adequate risk disclosures.
The General Partner believes the allegations are totally without merit and
will vigorously contest the action.
There are no other material pending legal proceedings, other than ordinary
routine litigation incidental to the business of the Partnership, to which
the Partnership is a party or to which any of its properties is subject.
Item 4 - Submission of Matters to a Vote of Security Holders
There were no matters submitted to a vote of security holders of the
Partnership during the fourth quarter of 1995.
Part II
Item 5 - Market for the Partnership's Securities and Related Security
Holder Matters
(a) Market Information
The Partnership's outstanding securities consist of 91,647 Units originally
sold for $500 per Unit. The Units were offered and sold to the public
during the period from September 9, 1986 to September 9, 1987. No
established public market exists on which the Units may be traded.
Consequently, holders of Units may not be able to liquidate their
investments in the event of an emergency, or for any other reason.
Additionally, the assignment or other transfer of Units would be subject to
compliance with the minimum investment and suitability standards imposed by
the Partnership or by applicable law, including state "Blue Sky" laws.
(b) Number of Security Holders
Number of Number of Units
record holders as of outstanding as of
Title of Class December 31, 1995 December 31, 1995
-------------- ----------------- -----------------
Units of
Investor Limited
Partnership Interests 4,222 91,647
8
Item 5 - Market for the Partnership's Securities and Related Security
Holder Matters (continued)
(c) Dividend History and Restrictions
During the fiscal years ended December 31, 1995 and 1994, the Partnership
distributed each year cash in the aggregate amount of $2,314,318 from
Distributable Cash from Operations (defined in the Partnership Agreement).
These amounts were allocated 1% to the General Partner and 99% to the
Limited Partners, in accordance with the terms of the Partnership
Agreement. The John Hancock Limited Partner did not receive any
Distributable Cash from Operations.
The following table reflects cash distributions made during 1994 and 1995:
Amount Paid to
Date of Amount of Amount Paid to John Hancock Amount Paid Distribution
Distribution Distribution General Partner Limited Partner to Investors Per Unit
----------- ------------ --------------- --------------- ------------ ---------
February 15, 1994 $578,579 $5,786 $- $572,793 $6.25
May 13, 1994 578,580 5,786 - 572,794 6.25
August 15, 1994 578,580 5,786 - 572,794 6.25
November 15, 1994 578,579 5,785 - 572,794 6.25
February 15, 1995 578,579 5,786 - 572,793 6.25
May 15, 1995 578,580 5,786 - 572,794 6.25
August 15, 1995 578,580 5,786 - 572,794 6.25
November 15, 1995 578,579 5,785 - 572,794 6.25
The source of future cash distributions is dependent upon cash generated by
the Partnership's investments and the use of working capital reserves for
leasing costs and capital expenditures. Cash distributions during the year
ended 1995 represent a 5% return on initial Investor capital. The General
Partner anticipates that the Partnership will make cash distributions in
1996 comparable to those made during both 1995 and 1994. For further
discussion on the financial condition and results of operations of the
Partnership see Item 7 of this Report.
9
Item 6 - Selected Financial Data
The following table sets forth selected financial information regarding the
Partnership's financial position and operating results for the five year
period ended December 31, 1995. This information should be read in
conjunction with Management's Discussion and Analysis of Financial
Condition and Results of Operations and the Financial Statements and Notes
thereto, which are included in Items 7 and 8, respectively, of this Report.
Years Ended December 31,
1995 1994 1993 1992 1991
---- ---- ---- ---- ----
Rental income $3,065,751 $3,618,826 $3,519,445 $3,648,457 $3,498,811
Interest income 173,286 110,982 71,557 87,970 116,495
Gain on sale of property 128,539 - - - -
Net income 1,551,706 1,497,221 1,684,608 1,095,594 192,632
Net income per Unit (b) 17.42 17.02 18.95 12.49 2.79
Ordinary tax income (a) 1,480,158 2,128,148 1,826,365 2,042,510 1,679,542
Ordinary tax income per Unit (b) 16.80 23.61 20.35 22.68 18.81
Cash distribution per Unit from
operations 25.00 25.00 28.75 30.00 31.25
Distributable cash from sales
or financings 5,315,526 - - - -
Cash and cash equivalents at
December 31 8,397,420 3,124,999 2,359,803 2,552,370 2,403,717
Total assets at December 31 33,605,444 34,325,239 35,150,707 36,092,419 37,863,010
(a) The ordinary tax income for the Partnership was allocated as follows:
Years Ended December 31,
1995 1994 1993 1992 1991
---- ---- ---- ---- ----
General Partner $14,802 $21,281 $18,263 $20,425 $16,795
John Hancock Limited Partner (74,321) (56,684) (56,684) (56,684) (61,010)
Investors 1,539,677 2,163,551 1,864,786 2,078,769 1,723,757
---------- ---------- ---------- ---------- ----------
Total $1,480,158 $2,128,148 $1,826,365 $2,042,510 $1,679,542
========== ========== ========== ========== ==========
(b) The actual ordinary tax income per Unit has not been presented because
the actual ordinary tax income/(loss) is allocated between tax-exempt
and tax-paying entities based upon the respective number of Units held
by each group at December 31, 1995, 1994, 1993, 1992 and 1991. The
ordinary tax income per Unit as presented was computed by dividing the
Investors' share of ordinary tax income by the number of Units
outstanding at December 31, 1995, 1994, 1993, 1992 and 1991,
respectively.
10
Item 7 - Management's Discussion and Analysis of Financial Condition and
Results of Operations
General
- -------
During the offering period from September 9, 1986 to September 9, 1987, the
Partnership sold 91,647 Units representing gross proceeds (exclusive of the
John Hancock Limited Partner's contribution which was used to pay sales
commissions, acquisition fees and organizational and offering expenses) of
$45,823,500. The proceeds of the offering were used to acquire investment
properties and fund reserves. These properties are described more fully in
Item 2 and Note 4 to the Financial Statements included in Item 8 of this
Report.
Liquidity and Capital Resources
- -------------------------------
At December 31, 1995, the Partnership had $8,397,420 in cash and cash
equivalents, $4,946 in restricted cash and $44,659 in long-term restricted
cash. The Partnership's cash and cash equivalents increased by $5,272,421
from December 31, 1994 to December 31, 1995 primarily due to the sale of
the J.C. Penney Credit Operations Center on December 29, 1995.
The Partnership has established a working capital reserve with a current
balance of approximately 5% of the offering proceeds. The General Partner
anticipates that such amount should be sufficient to satisfy the
Partnership's general liquidity requirements. Liquidity would, however, be
materially adversely affected by a significant reduction in revenues or
significant unanticipated operating costs or unanticipated capital
expenditures. If any or all of these events were to occur, to the extent
that working capital reserves would be insufficient to satisfy the cash
requirements of the Partnership, it is anticipated that additional funds
would be obtained through a further reduction of cash distributions to
Investors, bank loans, short-term loans from the General Partner or its
affiliates or the sale or financing of Partnership properties.
11
Item 7 - Management's Discussion and Analysis of Financial Condition and
Results of Operations
Liquidity and Capital Resources (continued)
- -------------------------------
During the first quarter of 1995, J.C. Penney, the sole tenant at the J.C.
Penney Credit Operations Center, extended its lease through June 2006. In
connection with the extension of the lease, the tenant was granted an
option to terminate its lease effective on any date on or after July 1,
2002. The Partnership did not incur any leasing costs in connection with
this lease extension. Due to the extension of J.C. Penney's lease at the
property and current favorable real estate market conditions in
Albuquerque, New Mexico, the General Partner listed the J.C. Penney Credit
Operations Center for sale during July 1995. On November 20, 1995, the
General Partner entered into a Purchase and Sale Agreement on behalf of the
Partnership for the sale of the J.C. Penney Credit Operations Center
property to a non-affiliated buyer (the "Buyer") for a gross sales price of
$5,600,000. On December 29, 1995, the Partnership sold the J.C. Penney
Credit Operations Center to the Buyer and received net sales proceeds of
$5,392,032, after deductions for commissions and selling expenses incurred
in connection with the sale of the property. On February 15, 1996,
$5,315,526 of these proceeds was distributed to the Investors and the John
Hancock Limited Partner in accordance with the terms of the Partnership
Agreement and $76,506 was retained in the Partnership's working capital
reserves. This transaction generated a non-recurring gain of $128,539,
representing the difference between the net sales price and the property's
net book value of $5,263,493. For the year ended December 31, 1995, the
J.C. Penney Credit Operations Center generated approximately 25% of the
Partnership's net cash provided by operations.
During 1994, a tenant that had occupied 45% of the Carnegie Center property
did not renew its leases upon their expirations and, as a result, the
property's occupancy declined to 35%. During 1995, four new tenants
entered into leases representing an aggregate of approximately 35,000
square feet, or 27% of the property. The Partnership incurred
approximately $110,000 in leasing costs in connection with these leases.
During 1995, two tenants' leases representing an aggregate of approximately
19,200 square feet, or 15% of the Carnegie Center property, expired. One
tenant, who occupied approximately 16,100 square feet, or 13% of the
property, through September 1995, signed a new lease for a reduced amount
of space totaling approximately 8,000 square feet, or 6% of the property.
The Partnership paid approximately $6,500 in leasing costs during 1995 in
connection with this lease. The second tenant, who occupied approximately
3,100 square feet, or 2% of the property, remained at the property on a
month-to-month basis subsequent to its lease expiration in March 1995.
This tenant has subsequently entered into a new lease for approximately
7,000 square feet, or 5% of the property, that commenced in March 1996.
The Partnership expects to incur approximately $15,500 in leasing costs
during 1996 in connection with this lease.
12
Item 7 - Management's Discussion and Analysis of Financial Condition and
Results of Operations
Liquidity and Capital Resources (continued)
- -------------------------------
The Carnegie Center property was 56% occupied at December 31, 1995 and is
59% occupied as of the date hereof. During 1996, two leases representing
an aggregate of approximately 14,100 square feet, or 11% of the property,
are scheduled to expire. The General Partner continues to actively seek
new tenants for the remaining vacant space. Should additional tenants not
be located to take occupancy of the remaining vacant space at the Carnegie
Center property, the Partnership's liquidity would be materially adversely
affected. Rental rates and concessions are priced competitively in an
effort to secure new tenants as well as retain existing tenants at the
property.
The tenant that had leased all of the rentable space at the 1300 North
Dutton Avenue property did not renew its lease and vacated its space when
its lease expired on January 31, 1995. Due to competitive market
conditions and a lack of demand for office space in the Santa Rosa real
estate market, the General Partner has not yet secured a replacement
tenant, or tenants, for the property. Should the vacant space not be
leased in the near future, the Partnership's liquidity would be adversely
affected. For the year ended December 31, 1994, the 1300 North Dutton
Avenue property generated approximately 10% of the Partnership's net cash
provided by operations. The General Partner will continue to offer
aggressive rental packages in an effort to secure a new tenant, or tenants,
for the space.
The anchor tenant at the Marlboro Square Shopping Center property occupying
approximately 16,000 square feet, or 38% of the property, under a lease
which was scheduled to expire in October 1996, and whose operations at the
property have declined due to the existence of major competitors in the
Marlboro Square area, requested a reduction in its rental payments. After
a detailed review of the Marlboro Square market and the tenant's
operations, the General Partner agreed to a reduced rental amount in return
for an agreement from the tenant to extend its lease term. Effective June
1, 1995, the tenant's rent was reduced through October 1996, the end of its
original lease term, in exchange for an extension of the lease relating to
approximately 12,000 square feet, or 28% of the property, through 2005.
The Partnership paid $21,000 in leasing costs in connection with this lease
during 1995.
At December 31, 1995, Marlboro Square's occupancy was 69%. During 1995,
two tenants holding leases representing an aggregate of approximately 4,750
square feet, or 11% of Marlboro Square, vacated their space. One tenant
which had occupied approximately 3,150 square feet, or 7% of the property,
under a lease that expired in October 1994, remained at the property under
a month-to-month lease through January 1995. The second tenant which had
occupied approximately 1,600 square feet, or 4% of the property, under a
lease that expired in September 1995, continued to occupy its space under a
month-to-month lease through December 31, 1995. During 1995, the General
Partner signed a lease with a new tenant to occupy approximately 4,000
square feet, or 9% of the property. This lease commenced in January 1996.
13
Item 7 - Management's Discussion and Analysis of Financial Condition and
Results of Operations
Liquidity and Capital Resources (continued)
- -------------------------------
During 1996, four leases representing an aggregate of approximately 6,800
square feet, or 16% of the Marlboro Square property, are scheduled to
expire. One of these tenants, whose lease represents approximately 1,600
square feet, or 4% of the property, has notified the General Partner that
it will not renew its lease and will vacate the property. In addition, one
tenant with a lease representing approximately 3,000 square feet, or 7% of
the property, and whose lease originally expired during 1994, continues to
occupy the property under a month-to-month lease.
Leasing activity at the Marlboro Square property continues to be limited
due to the sluggish demand for retail space in the Marlboro, Massachusetts
area. In addition, a new retail development near to Marlboro Square is
scheduled to be completed during the Fall of 1996. The General Partner
anticipates that absorption of existing retail space in the Marlboro area
will remain sluggish during 1996 due to both the lack of demand and the
pending increase in available retail space in the area. However, the
General Partner believes that the extension of the anchor tenant's lease at
Marlboro Square may have a favorable impact on efforts to secure additional
tenants at the property. The General Partner will continue to offer
competitive rental rates and concessions in an effort to retain existing
tenants as well as to lease the remaining vacant space at the property.
At December 31, 1995, Crossroads Square's occupancy was 93%. During 1995,
a tenant that had occupied approximately 7,200 square feet, or 4% of the
property, vacated its space. This tenant did not renew its lease upon its
expiration in December 1994 but remained at the property under a month-to-
month lease through March 1995. During the third quarter of 1995, one
lease representing approximately 6,500 square feet, or 4% of the property,
was scheduled to expire. The tenant holding this lease exercised its
option to renew the lease for an additional one-year period. Aside from
this lease, there are no significant leases scheduled to expire at the
property during 1996. The General Partner will continue its efforts to
retain existing tenants as well as to secure new tenants for the remaining
vacant space at Crossroads Square.
At December 31, 1995, Warner Plaza was fully occupied. During 1995, two
new leases representing an aggregate of approximately 4,200 square feet, or
5% of the property, were entered into with new tenants. There are no
leases scheduled to expire at Warner Plaza during 1996.
During 1995, cash from working capital reserves was used for the payment of
leasing costs in the aggregate amount of $236,542 incurred at the Carnegie
Center, Marlboro Square, Crossroads Square and Warner Plaza properties.
The General Partner estimates that the Partnership will incur approximately
$719,000 of leasing costs at its properties during 1996. Of this amount,
approximately $317,000 and $242,000 are expected to be incurred at the
Carnegie Center and 1300 North Dutton Avenue properties, respectively, in
connection with the Partnership's efforts to secure new tenants at these
properties. The General Partner anticipates that the current balance in
the working capital reserve should be sufficient to pay such costs.
14
Item 7 - Management's Discussion and Analysis of Financial Condition and
Results of Operations
Liquidity and Capital Resources (continued)
- -------------------------------
During the years ended December 31, 1995 and 1994, approximately $167,000
and $86,000, respectively, of cash from operations was used to fund non-
recurring maintenance and repair expenses incurred at the Partnership's
properties. The General Partner estimates that the Partnership will incur
approximately $107,000 of non-recurring maintenance and repair expenses at
its properties during 1996. These expenses will be funded from the
operations of the Partnership's properties and are not expected to have a
significant impact on the Partnership's liquidity.
Cash in the amount of $2,314,318, generated from the Partnership's
operations, was distributed to the General Partner and the Limited Partners
during 1995. This amount was allocated 1% to the General Partner and 99%
to the Investors, in accordance with the Partnership Agreement, and
represented a 5% return on initial Investor capital. The General Partner
currently anticipates that the Partnership will be able to make comparable
cash distributions during 1996.
The General Partner had the 1300 North Dutton Avenue Office Complex
property independently appraised during the third quarter of 1995. Based
upon the appraiser's investigation and analysis, the property's market
value was estimated to be approximately $1,725,000. The net book value of
the 1300 North Dutton Avenue Office Complex property of approximately
$2,101,000 at December 31, 1995 was evaluated in comparison to its
estimated future undiscounted cash flows and the recent independent
appraisal and, based upon such evaluation, the General Partner determined
that no permanent impairment in value existed and that a write-down in
value was not required. The Partnership's cumulative investment in the
property, before accumulated depreciation and property write-downs, is
approximately $3,378,000.
During 1994, the General Partner evaluated the carrying value of the
Carnegie Center property by comparing it to its future undiscounted cash
flows and its then most recent internal appraisal in order to determine
whether a permanent impairment in value existed. Based on such evaluation,
the General Partner determined that a write-down of $512,000 was required
to reflect the estimated permanent impairment in the value of the Carnegie
Center property. Lower rental rates and weak absorption of available
office/industrial properties in Cincinnati, Ohio, in general, have resulted
in a decline in this property's market value. The carrying value of the
Carnegie Center property at December 31, 1995 was evaluated in comparison
to its estimated future undiscounted cash flows and its then most recent
internal appraisal and, based upon such evaluation, the General Partner
determined that no further permanent impairment in value existed and,
therefore, an additional write-down in value was not required as of
December 31, 1995.
15
Item 7 - Management's Discussion and Analysis of Financial Condition and
Results of Operations
Liquidity and Capital Resources (continued)
- -------------------------------
The General Partner also evaluated the carrying value of each of the
Partnership's other properties as of December 31, 1995 by comparing such
value to the respective property's future undiscounted cash flows and the
then most recent internal appraisal. Based on such evaluations, the
General Partner determined that no permanent impairment in values exist
with respect to these properties and no write-downs were recorded as of
December 31, 1995. The General Partner will continue to conduct property
valuations, using internal or independent appraisals, in order to determine
whether a permanent impairment in value exists on any of the Partnership's
properties.
Results of Operations
- ---------------------
Net income for the year ended December 31, 1995 was $1,551,706 as compared
to $1,497,221 in 1994 and $1,684,608 in 1993. Included in the results for
1995 is a non-recurring gain in the amount of $128,539 resulting from the
sale of the J.C. Penney Credit Operations Center on December 29, 1995.
Included in the results for 1994 is a write-down of $512,000 of the value
of the Carnegie Center property. Excluding these amounts, net income
decreased in 1995 as compared to both 1994 and 1993 due to declines in the
performance of the Carnegie Center, 1300 North Dutton Avenue and Marlboro
Square properties. These declines were partially offset by increases in
the performance of the Crossroads Square and Warner Plaza properties.
Average occupancy for the Partnership's properties was as follows:
Years ended December 31,
1995 1994 1993
---- ---- ----
1300 North Dutton Avenue Office Complex 8% 100% 100%
Marlboro Square Shopping Center 73% 81% 85%
Crossroads Square Shopping Center 94% 94% 76%
Carnegie Center Office/Industrial 47% 65% 86%
Warner Plaza Shopping Center 99% 97% 93%
J.C. Penney Credit Operations Center N/A 100% 100%
16
Item 7 - Management's Discussion and Analysis of Financial Condition and
Results of Operations
Results of Operations (continued)
- ---------------------
Rental income for the year ended December 31, 1995 decreased by $553,075,
or 15%, as compared to 1994 and by $453,694, or 13%, as compared to 1993.
These decreases were primarily due to declines in rental income at the 1300
North Dutton Avenue, Marlboro Square and Carnegie Center properties which
were partially offset by increases in rental income at the Crossroads
Square and Warner Plaza properties. Rental income at the 1300 North Dutton
Avenue property decreased by 92% in 1995 as compared to 1994 and by 90% as
compared to 1993 due to the expiration on January 31, 1995 of the lease
held by the sole tenant at the property. Rental income at the Marlboro
Square property decreased by 23% in 1995 as compared to 1994 and by 28% as
compared to 1993, primarily due to declines in average occupancy between
years. Rental income at Marlboro Square declined further in 1995 due to a
significant reduction in the rental rate paid by the anchor tenant since
June 1, 1995. Rental income at the Carnegie Center property decreased by
39% in 1995 as compared to 1994 and by 55% as compared to 1993 primarily
due to a significant decrease in average occupancy at the property. Rental
income at the Crossroads Square property increased by 4% in 1995 as
compared to 1994 primarily due to an increase in the rental rates paid by
certain tenants and increased by 33% as compared to 1993 primarily due to
an increase in average occupancy. Rental income at the Warner Plaza
property increased by 6% in 1995 as compared to 1994 and by 8% as compared
to 1993 primarily due to an increase in average occupancy as well as
increases in rental rates paid by certain tenants. Rental income at the
J.C. Penney property was consistent between years.
Interest income for the year ended December 31, 1995 increased by $62,304,
or 56%, and $101,729, or 142%, as compared to 1994 and 1993, respectively.
These increases were primarily due to an increase in the interest rates
earned on the Partnership's working capital reserves during 1995 as well as
an increase in the amount of such reserves.
During 1995, the Partnership collected approximately $82,000 from the
former tenant at the 1300 North Dutton Avenue property because of
alterations it made to the property without the consent of the General
Partner, as required under the terms of its lease agreement. The General
Partner has decided, however, not to return the space to its original form
because real estate brokers in the Santa Rosa area where this property is
located have stated that the alterations made to the property will not have
a negative impact on the General Partner's efforts to lease the property.
The Partnership's share of property operating expenses for the year ended
December 31, 1995 increased by $173,463, or 55%, as compared to 1994, and
by $75,266, or 18%, as compared to 1993.
17
Item 7 - Management's Discussion and Analysis of Financial Condition and
Results of Operations
Results of Operations (continued)
- ---------------------
Property operating expenses at the Carnegie Center property increased by
142% as compared to 1994 and by 233% as compared to 1993. These increases
in the Partnership's share of property operating expenses are primarily due
to a decline in average occupancy at the property and, therefore, a decline
in tenant reimbursements for such expenses. In addition, the property
incurred approximately $87,000, $31,000 and 26,000 in non-recurring
maintenance and repair expenses during 1995, 1994 and 1993, respectively.
These amounts were primarily incurred to better market vacant space at the
property.
The Partnership's share of property operating expenses at Marlboro Square
increased by 39% in 1995 as compared to 1994 and by 60% as compared to
1993. This increase is primarily due to a decrease in occupancy at the
property, and therefore, decreases in tenant reimbursements for such
expenses. Minor increases in real estate taxes, maintenance and repair
expenses and management fees also contributed to the increase in 1995 as
compared to 1994 and 1993.
The Partnership's share of property operating expenses increased at the
Warner Plaza property by 22% in 1995 as compared to 1994 and by 42% as
compared to 1993. The property incurred approximately $54,000, $32,000 and
$32,000 of non-recurring maintenance and repair expenses during 1995, 1994
and 1993, respectively. Excluding these amounts, the Partnership's share
of property operating expenses at Warner Plaza increased by 21% in 1995 as
compared to 1994 and decreased by 6% as compared to 1993. The increase in
1995 as compared to 1994 is primarily due to an increase in real estate
taxes. The decrease in the Partnership's share of property operating
expenses in 1995 as compared to 1993 is primarily due to an increase in
average occupancy, and, therefore, an increase in tenant reimbursements for
such expenses.
The Partnership's share of property operating expenses at the Crossroads
Square property increased by 25% as compared to 1994 and decreased by 78%
as compared to 1993. The property incurred approximately $22,000, $14,000
and $34,000 of non-recurring maintenance and repair expenses during 1995,
1994 and 1993, respectively. Excluding these amounts, the Partnership's
share of property operating expenses was consistent in 1995 as compared to
1994 and decreased by 89% as compared to 1993. This decrease in 1995 as
compared to 1993 was primarily due to an increase in average occupancy,
and, therefore, an increase in tenant reimbursements for such expenses.
The Partnership's share of property operating expenses at the 1300 North
Dutton Avenue property decreased by 22% in 1995 as compared to 1994 and by
37% as compared to 1993. The sole tenant occupying the 1300 North Dutton
Avenue property did not renew its lease upon its expiration on January 31,
1995 and vacated its space during 1994. As a result, only minor routine
maintenance expenses have been incurred subsequent to the tenant vacating
the space, resulting in a decrease in the Partnership's share of property
operating expenses during 1995 as compared to 1994 and 1993.
The Partnership's share of property operating expenses at the J.C. Penney
Credit Operations Center was consistent between periods.
18
Item 7 - Management's Discussion and Analysis of Financial Condition and
Results of Operations
Results of Operations (continued)
- ---------------------
General and administrative expenses for the year ended December 31, 1995
increased by $34,662, or 17%, as compared to 1994, and by $21,798, or 10%,
as compared to 1993. The increase in 1995 as compared to 1994 and 1993 is
primarily due to an increase in the time required to be expended by the
General Partner and expenses incurred in connection with managing the
Partnership's properties, including actions taken in the attempt to
increase their occupancies and sell the J.C. Penney Credit Operations
Center. In addition, general and administrative expenses increased during
1995 as compared to both 1994 and 1993 due to an increase in postage
charges on investor mailings resulting from the increase in postal rates.
Amortization of deferred expenses for the year ended December 31, 1995
decreased by $15,174, or 10%, as compared to 1994, and by $79,527, or 37%,
as compared to 1993. The decrease in 1995 as compared to 1994 was
primarily due to the expiration of certain leases at the 1300 North Dutton
Avenue, Marlboro Square and Warner Plaza properties and the full
amortization of the related deferred leasing costs. This decrease in 1995
as compared to 1994 was partially offset by an increase in deferred
expenses relating to leasing costs incurred at the Carnegie Center property
during 1995. The decrease in 1995 as compared to 1993 was also primarily
due to the expiration of certain leases at the 1300 North Dutton Avenue,
Marlboro Square and Warner Plaza properties as well as the Carnegie Center
property. In addition, included in the results for 1993 is a non-recurring
$17,903 write-off of unamortized leasing costs relating to tenants at the
Carnegie Center who vacated their space at the property prior to their
lease termination dates. The decrease in amortization in 1995 as compared
to 1993 was partially offset by an increase in deferred expenses relating
to leasing costs incurred at the Carnegie Center property during 1995 and
the Crossroads Square property in 1994. Also, during the third quarter of
1993 the Partnership reduced the amortization period for its deferred
acquisition costs from thirty years, the estimated useful life of the
buildings owned by the Partnership, to four and one-half years, the then
estimated remaining life of the Partnership.
As referred to above, during 1994, the General Partner determined that the
value of the Carnegie Center property had been permanently impaired. As a
result, the carrying value of the property was reduced by $512,000 and this
amount was charged directly to operations.
Management fee expense paid to the General Partner during the year ended
December 31, 1995 was consistent with 1994 and decreased by $5,162, or 6%,
as compared to 1993. This decrease was due to the decline in Cash from
Operations (defined in the Partnership Agreement). Cash from Operations
decreased during 1995 as compared to 1993 as a result of an increase in the
amount of funds from the Partnership's operations used to replenish working
capital reserves during 1994 and 1995.
The General Partner believes that inflation has had no significant impact
on the Partnership's operations during the last three fiscal years, and the
General Partner anticipates that inflation will not have a significant
impact during 1996.
19
Item 7 - Management's Discussion and Analysis of Financial Condition and
Results of Operations
Cash Flow
- ---------
The following table provides the calculations of Cash from Operations and
Distributable Cash from Operations, which are calculated in accordance with
Section 17 of the Partnership Agreement:
Years Ended December 31,
1995 1994 1993 1992 1991
---- ---- ---- ---- ----
Net cash provided by
operating activities (a) $2,431,249 $3,118,434 $2,853,183 $2,907,816 $3,031,476
Net change in operating assets
and liabilities (a) 77,507 7,210 17,432 83,153 (353,708)
--------- --------- --------- --------- ---------
Cash provided by operations (a) 2,508,756 3,125,644 2,870,615 2,990,969 2,677,768
Increase in working capital reserves (194,438) (811,326) (324,865) (213,789) -
Add: Accrual basis Partnership
management fee 83,939 83,939 89,101 104,854 97,121
--------- --------- --------- --------- ---------
Cash from operations (b) 2,398,257 2,398,257 2,634,851 2,882,034 2,774,889
Decrease in working capital reserves - - - - 98,420
Less: Accrual basis Partnership
management fee (83,939) (83,939) (89,101) (104,854) (97,121)
--------- --------- --------- --------- ---------
Distributable cash from
operations (b) $2,314,318 $2,314,318 $2,545,750 $2,777,180 $2,776,188
========== ========== ========== ========== ==========
Allocation to General Partner $23,143 $23,143 $25,458 $27,772 $26,778
Allocation to John Hancock
Limited Partner - - - - -
Allocation to Investors 2,291,175 2,291,175 2,520,292 2,749,408 2,749,410
--------- --------- --------- --------- ---------
Distributable cash from
operations (b) $2,314,318 $2,314,318 $2,545,750 $2,777,180 $2,776,188
========== ========== ========== ========== ==========
(a) Net cash provided by operating activities, net change in operating
assets and liabilities, and cash provided by operations are as
calculated in the Statements of Cash Flows included in Item 8 of this
Report.
(b) As defined in the Partnership Agreement. Distributable Cash from
Operations should not be considered as an alternative to net income
(i.e. not an indicator of performance) or to reflect cash flows or
availability of discretionary funds.
20
Item 7 - Management's Discussion and Analysis of Financial Condition and
Results of Operations
Cash Flow (continued)
- ---------
On February 15, 1996, the Partnership made a cash distribution in the
aggregate amount of $5,894,105. Of this amount, $578,579 was generated
from Distributable Cash from Operations for the quarter ended December 31,
1995 and $5,315,526 was generated from Distributable Cash from Sales or
Financings. These amounts were distributed in accordance with the
Partnership Agreement and were allocated as follows:
From Distributable From Distributable
Cash From Cash From
Sales or Financings Operations
------------------- ----------
Investors $4,582,350 $572,794
John Hancock Limited Partner 733,176 -
General Partner - 5,785
---------- --------
Total $5,315,526 $578,579
========== ========
The amount distributed to Investors from Distributable Cash from Operations
represents a 5% annualized return to all Investors of record at December
31, 1995. The General Partner anticipates that the Partnership will be
able to make cash distributions from Distributable Cash from Operations in
each of the four quarters of 1996 comparable to those made during 1995.
Item 8 - Financial Statements and Supplementary Data
The response to this Item appears beginning on page F-1 of this Report.
Item 9 - Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure
No events requiring disclosure under this Item have occurred.
21
Part III
Item 10 - Directors and Executive Officers of the Partnership
(a-b) Identification of Directors and Executive Officers
By virtue of its organization as a limited partnership, the Partnership has
no directors or executive officers. As indicated in Item 1 of this Report,
the General Partner of the Partnership is John Hancock Realty Equities,
Inc., a Delaware corporation. Pursuant to the terms of the Partnership
Agreement, the General Partner is solely responsible for the management of
the Partnership's business. The names and ages of the directors and
executive officers of the General Partner are as follows:
Name Title Age
---- ----- ---
William M. Fitzgerald President and Director 52
Malcolm G. Pittman, III Director 44
Susan M. Shephard Director 43
Richard E. Frank Treasurer (Chief Accounting Officer) 34
(c) Identification of certain significant persons
The General Partner is responsible for the identification, analysis,
purchase, operation, and disposal of specific Partnership real estate
investments. The General Partner has established a Real Estate Investment
Committee utilizing senior real estate personnel of John Hancock and its
Affiliates (defined in the Partnership Agreement) to review each proposed
investment. The members of the Real Estate Investment Committee are
designated each year at the annual meeting of the Board of Directors of
John Hancock Realty Equities, Inc. The current members of the committee
are as follows:
Name Title Age
---- ----- ---
Edward P. Dowd Senior Vice President of 53
John Hancock's Real Estate
Investment Group
Kevin McGuire Vice President of John Hancock's 49
Real Estate Investment Group,
President of John Hancock Realty
Services Corp. and subsidiaries
Stephen Kindl Senior Investment Officer of 38
John Hancock's Real Estate
Investment Group, Assistant Vice
President of John Hancock Realty
Equities, Inc.
(d) Family relationships
There exist no family relationships among any of the foregoing directors or
officers of the General Partner.
22
Item 10 - Directors and Executive Officers of the Partnership (continued)
(e) Business experience
William M. Fitzgerald (age 52) joined John Hancock in 1968. He has been
President and a Director of the General Partner, and a Senior Investment
Officer of John Hancock, since June 1993 and a Managing Director of Hancock
Realty Investors Incorporated since November 1991. His term as a Director
of the General Partner expires in May 1996. From 1987 to 1991, Mr.
Fitzgerald was a Senior Vice President of John Hancock Properties, Inc.
Prior to that time, he held a number of positions including Senior Real
Estate Management Officer and Real Estate Management Officer of John
Hancock. He holds an M.B.A. from Boston University and a B.A. from Boston
College.
Malcolm G. Pittman III (age 44) joined John Hancock in 1986 as an Assistant
Counsel. He has been a Director of the General Partner since November
1991. His term as a Director of the General Partner expires in May 1996.
Mr. Pittman has been a Counsel of John Hancock's Real Estate Law Division
since 1993. From 1989 to 1993, he was an Associate Counsel of John
Hancock. He holds a J.D. from Yale Law School and a B.A. from Oberlin
College.
Susan M. Shephard (age 43) joined John Hancock in 1985 as an Attorney. She
has been a Director of the General Partner since November 1991. Her term
as a Director of the General Partner expires in May 1996. Ms. Shephard has
been a Mortgage Investment Officer of John Hancock since 1991. From 1988
to 1991, she was an Associate Counsel of John Hancock and from 1987 to
1988, she was an Assistant Counsel of John Hancock. She holds a J.D. from
Georgetown University Law Center and a B.A. from the University of Rhode
Island.
Richard E. Frank (age 34) joined John Hancock in 1983. He has been
Treasurer of the General Partner since June 1993. Mr. Frank has been an
Associate Investment Officer of John Hancock since January 1995. From 1993
to 1995, he was a Senior Financial Administrator of John Hancock; from 1991
to 1993, he was an Associate of Hancock Realty Investors, Incorporated;
from 1990 to 1991 he held the position of Assistant Treasurer of John
Hancock Realty Services Corp. He holds a B.S. from Stonehill College.
Edward P. Dowd (age 53) joined John Hancock in 1970. He has been a
Director of Hancock Realty Investors, Incorporated since 1991, and a
Director of John Hancock Realty Services Corp. and subsidiaries and John
Hancock Property Investors Corp. since 1987. Mr. Dowd has been a Senior
Vice President of John Hancock since 1991. From 1989 to 1990, he was a
Vice President of John Hancock and from 1986 to 1989, he was a Second Vice
President of John Hancock. Prior to that time, he held a number of
positions including Senior Real Estate Investment Officer and Real Estate
Investment Officer of John Hancock. From July 1982 to May 1986, Mr. Dowd
was President of the General Partner. He holds an A.B. from Boston
College.
23
Item 10 - Directors and Executive Officers of the Partnership (continued)
(e) Business experience (continued)
Kevin McGuire (age 49) joined John Hancock in 1968. He has been a Vice
President of John Hancock since June 1993 and President of John Hancock
Realty Services Corp. and subsidiaries since July 1993. He has been a
Managing Director and a Director of Hancock Realty Investors Incorporated
since 1991, and a Director of John Hancock Property Investors Corp. since
1987. Mr. McGuire served as an interim basis President of the General
Partner from May 1991 to November 1991 and was President of John Hancock
Properties, Inc. from 1987 to 1991. Prior to that time, he held a number
of positions including Second Vice President, Senior Real Estate Investment
Officer and Real Estate Investment Officer of John Hancock. He holds an
M.B.A. from Babson College and a B.A. from Boston College.
Stephen Kindl (age 38), joined John Hancock in 1995 as a Senior Real Estate
Investment Officer. Prior to joining John Hancock, he held a number of
positions with Aetna Real Estate Investment, Inc., including Managing
Director and Director. He holds an M.B.A. from the University of Hartford
and a B.S. from the University of Connecticut
(f) Involvement in certain legal proceedings
None
Compliance with Section 16(a) of the Exchange Act
Under Section 16(a) of the Securities Exchange Act of 1934, as amended, the
General Partner's directors and executive officers, as well as any person
holding more than ten percent of the Units, are required to report their
initial ownership of Units and any subsequent change in such ownership to
the Securities and Exchange Commission and the Partnership (such
requirements hereinafter referred to as "Section 16(a) filing
requirements"). Specific time deadlines for Section 16(a) filing
requirements have been established.
To the Partnership's knowledge, no officer or director of the General
Partner has or had an ownership interest in the Partnership at any time
during the 1995 fiscal year or as of the date hereof. In addition, to the
Partnership's knowledge, the Commonwealth of Massachusetts Pension Reserve
Investment Trust Fund, the greater than ten percent holder of the Units,
was not required to file any reports relating to Section 16(a) filing
requirements during the 1995 fiscal year.
24
Item 11 - Executive Compensation
None of the officers or directors of the General Partner or any of the Real
Estate Investment Committee members referred to in Item 10(c) receive any
current or proposed direct remuneration in their capacities as officers,
directors or Real Estate Investment Committee members, pursuant to any
standard arrangements or otherwise, from the Partnership nor is any such
remuneration currently proposed. In addition, the Partnership has not
given and does not propose to give any options, warrants or rights,
including stock appreciation rights, to any such persons in such
capacities. No long-term incentive plan exists with any such persons in
such capacities and no remuneration plan or arrangement exists with any
such persons resulting from resignation, retirement or any other
termination. Therefore, tables relating to these topics have been omitted.
Compensation Committee Interlocks and Insider Participation:
The Partnership did not have a Compensation Committee in 1995 and does not
currently have such a committee. During the 1995 fiscal year, no current
or former officer or employee of the General Partner or its Affiliates
participated in deliberations regarding the General Partner's or its
Affiliates' compensation as it relates to the Partnership.
Item 12 - Security Ownership of Certain Beneficial Owners and Management
(a) Security ownership of certain beneficial owners
No person or group, including the General Partner, is known by the
General Partner to own beneficially more than 5% of the Partnership's
91,647 outstanding Units as of December 31, 1995, except as follows:
Title Amount and Percent
of Name and Address Nature of of
Class of Beneficial Owner Beneficial Ownership Class
----- ------------------- -------------------- -----
Units of The Commonwealth of 10,000 Units 10.91%
Investor Massachusetts Pension owned directly
Limited Reserve Investment
Partnership Trust Fund
Interests 125 Summer Street,
10th Floor
Boston, MA
(b) Security ownership of management
By virtue of its organization as a Limited Partnership, the
Partnership has no officers or directors. Neither the General Partner
nor any officer or director of the General Partner possesses the right
to acquire a beneficial ownership of Units.
(c) Changes in control
The Partnership does not know of any arrangements the operations of
which may at a subsequent date result in a change of control of the
Partnership.
25
Item 13 - Certain Relationships and Related Transactions
See Note 6 of the Notes to the Financial Statements included in Item 8 of
this Report for a description of certain transactions and related amounts
paid by the Partnership to the General Partner and its Affiliates during
the years ended 1995, 1994 and 1993.
In accordance with the terms of the Partnership Agreement, the General
Partner and/or its Affiliates are entitled to the following types of
compensation, fees, profits/(losses), expense reimbursements and
distributions:
The General Partner is entitled to receive a Partnership Management Fee
(defined in the Partnership Agreement) for managing the normal operations
of the Partnership in an amount equal to 3.5% of cash flow from operations.
The General Partner was paid a Partnership Management Fee totaling $83,939,
$83,939 and $89,101 during the years ended December 31, 1995, 1994 and
1993, respectively.
An Affiliate of the General Partner is entitled to receive a Property
Management Fee (defined in the Partnership Agreement) for providing
property management services to the Partnership's properties. The
Partnership is obligated to pay a fee equal to the amount customarily
charged in arms-length transactions by other entities rendering services in
an area where the Partnership's properties are located, but in no event may
such fees exceed 6% of the gross receipts of any property under management.
To date, no Affiliate of the General Partner has provided property
management services to the Partnership's properties; therefore, the
Partnership did not pay any such fees during the years ended December 31,
1995, 1994 or 1993.
The General Partner and its Affiliates are entitled to receive
reimbursement for expenses relating to the administrative services
necessary to the prudent operation of the Partnership, such as legal,
accounting, computer, transfer agent and other services. The amounts
charged to the Partnership for such administrative services may not exceed
the lesser of the General Partner's or such Affiliates' costs or 90% of
those which the Partnership would be required to pay to independent parties
for comparable services in the same or comparable geographic locations.
The Partnership reimbursed the General Partner for $151,675, $118,293 and
$133,054 of such expenses during the years ended December 31, 1995, 1994
and 1993, respectively.
Upon disposition of any property, the General Partner is entitled to a
Subordinated Disposition Fee (defined in the Partnership Agreement) in the
amount of 3% of the sales price of each property sold. However, no such
Subordinated Disposition Fees may be paid to the General Partner unless and
until the Investors and the John Hancock Limited Partner have received a
return of their total Invested Capital (defined in the Partnership
Agreement) plus the Cumulative Return on Investment (defined in the
Partnership Agreement) of 12% per annum for all fiscal years ended prior to
the date of payment. Such Subordinated Disposition Fees may not exceed 50%
of the competitive real estate commission in the area where the property is
located or, together with any other brokerage commission payable to or by
any other person, exceed 6% of the contract sales price of such property.
The Partnership did not pay any such fees to the General Partner during the
years ended December 31, 1995, 1994 or 1993.
26
Item 13 - Certain Relationships and Related Transactions (continued)
A share of the Partnership's Distributable Cash from Operations (defined in
the Partnership Agreement) may be distributed to the General Partner and
the John Hancock Limited Partner. Distributable Cash from Operations is
distributable 1% to the General Partner and the remaining 99% among the
Investors, the General Partner and the John Hancock Limited Partner, in
accordance with Section 8 of the Partnership Agreement (described more
fully in Note 3 to the Financial Statements included in Item 8 of this
Report). The General Partner's Share of Distributable Cash from Operations
was $23,143, $23,143 and $25,458 for the years ended December 31, 1995,
1994 and 1993, respectively. In accordance with the Partnership Agreement,
the John Hancock Limited Partner was not entitled to receive any such
distributions during the 1995, 1994 and 1993 fiscal years.
A share of Cash from Sales or Financings (defined in the Partnership
Agreement) may be distributable to the General Partner and the John Hancock
Limited Partner. Cash from Sales or Financings are distributable in
accordance with Section 8 of the Partnership Agreement (described more
fully in Note 3 to the Financial Statements included in Item 8 of this
Report). The John Hancock Limited Partner's share of Cash from Sales or
Financings was $733,176, $0, and $0 during the years ended December 31,
1995, 1994 and 1993, respectively. In accordance with the Partnership
Agreement, the General Partner was not entitled to receive any such
distributions during the years ended 1995, 1994 or 1993.
A share of the Partnership's profits or losses for tax purposes (defined in
the Partnership Agreement) is allocable to the General Partner and the John
Hancock Limited Partner. Such allocation generally approximates, insofar
as practicable, their percentage share of Distributable Cash from
Operations and of Cash from Sales or Financings. The General Partner is
generally allocated 1% of the Partnership's losses for tax purposes, while
the John Hancock Limited Partner is allocated tax losses associated with
the Partnership's sales commissions funded by the John Hancock Limited
Partner's Capital Contributions. The General Partner's share of such
profits or losses were profits of $14,802, $21,281 and $18,263 during the
years ended December 31, 1995, 1994 and 1993, respectively. The John
Hancock Limited Partner's share of such profits or losses were losses of
$74,321 during the year ended December 31, 1995 and $56,684 in each of the
years ended December 31, 1994 and 1993.
27
Item 13 - Certain Relationships and Related Transactions (continued)
The following table reflects compensation, fees, profits/(losses), expense
reimbursements or distributions from the Partnership to the General Partner
and/or its Affiliates:
Years Ended December 31,
1995 1994 1993
---- ---- ----
Partnership management
fee expense $83,939 $83,939 $89,101
Reimbursement for operating
expenses 151,675 118,293 133,054
General Partner's share of
Distributable Cash from Operations 23,143 23,143 25,458
John Hancock Limited Partner's share
of Cash from Sales or Financings 733,176 - -
General Partner's share of profits
for tax purposes 14,802 21,281 18,263
John Hancock Limited Partner's share
of losses for tax purposes (74,321) (56,684) (56,684)
Part IV
Item 14 - Exhibits, Financial Statement Schedules and Reports on Form 8-K
(a) (1) and (2) - Listed on Index to Financial Statements and Financial
Statement Schedules.
(3) - Listing of Exhibits
Exhibit Number Page Number or
Under Incorporation by
Regulation S-K Description Reference
- -------------- ----------- ---------
4 Instruments defining the rights
of security holders
4.1 Amended Agreement of Limited Exhibit A to the
Partnership* final Prospectus
dated September 4, 1986
filed under the
Partnership's Form S-11
Registration Statement
(File 33-6451)
4.2 The Seventeenth Amendment and Exhibit 4.2 to the
Restatement of Certificate of Partnership's
Limited Partnership filed with Report on
the Massachusetts Secretary of Form 10-K dated
State on September 15, 1987* December 31, 1987
(File 0-15680)
28
Item 14 - Exhibits, Financial Statement Schedules and Reports on Form 8-K
(continued)
10 Material contracts and other
documents
10.1 Form of Escrow Agreement* Exhibit 10.1 to
the Partnership's
Form S-11
Registration
Statement
(File 33-6451)
10.2 Letter from John Hancock Exhibit 10.1 to
Subsidiaries, Inc. containing the Partnership's
undertaking as to the net Form S-11
worth of the General Partner* Registration
Statement
(File 33-6451)
10.3 Documents relating to
1300 North Dutton Avenue
(a) Agreement of Purchase and Sale Exhibit 10.3(a) to
dated September 30, 1986, and the Post-Effective
First Amendment to Agreement of Amendment No. 1 to
Purchase and Sale dated the Partnership's
October 22, 1986, between Form S-11
Park Campus Associates and Registration
John Hancock Realty Income Fund Statement
Limited Partnership* (File 33-6451)
(b) Lease dated June 12, 1986, and Exhibit 10.3(b) to
First Amendment to Lease dated the Post-Effective
June 12, 1986, between Amendment No. 1 to
Park Campus Associates and the Partnership's
Mag Media Ltd.* Form S-11
Registration Statement
(File 33-6451)
(c) Amended and Restated Statements Exhibit 10.3(c) to
of Development Policy and the Post-Effective
Declarations of Restrictions of Amendment No. 1 to
Santa Rosa Business Park dated the Partnership's
June 5, 1986* Form S-11
Registration
Statement
(File 33-6451)
(d) Declaration of Covenants, Exhibit 10.3(d) to
Conditions and Restrictions of the Post-Effective
Park Campus dated October 2, Amendment No. 1 to
1986* the Partnership's
Form S-11
Registration
Statement
(File 33-6451)
29
Item 14 - Exhibits, Financial Statement Schedules and Reports on Form 8-K
(continued)
10.4 Documents relating to
Marlboro Square Shopping Center
(a) Agreement of Purchase and Sale Exhibit 10.4(a) to
dated January 17, 1987, between the Post-Effective
Marlborough GLR Realty Trust Amendment No. 2 to
and John Hancock Realty Equities, the Partnership's
Inc.* Form S-11
Registration Statement
(File 33-6451)
10.5 Documents relating to
Crossroads Square Shopping Center
(a) Agreement of Purchase and Sale Exhibit 1 to the
dated November 20, 1987, between Partnership's
Crossroads Square Limited Report on
Partnership and John Hancock Form 8-K dated
Realty Income Fund Limited December 8, 1987
Partnership* (File 0-15680)
(b) Limited Warranty Deed dated Exhibit 2 to the
November 20, 1987, relating Partnership's
to Crossroads Square Shopping Report on
Center* Form 8-K dated
December 8, 1987
(File 0-15680)
(c) Master Lease Agreement Exhibit 3 to the
dated November 18, 1987, Partnership's
relating to Crossroads Square Report on
Shopping Center* Form 8-K dated
December 8, 1987
(File 0-15680)
10.6 Documents relating to Carnegie
Center Office/Warehouse
(a) Agreement of Purchase and Sale Exhibit 1 to the
between Carnegie Properties Partnership's
Partnership, Carnegie Properties Report on
Partnership II and John Hancock Form 8-K dated
Realty Income Fund Limited January 22, 1988
Partnership* (File 0-15680)
(b) General Warranty Deed dated Exhibit 2 to the
December 22, 1987, between Partnership's
Carnegie Properties Partnership Report on
and John Hancock Realty Income Form 8-K dated
Fund Limited Partnership* January 22, 1988
(File 0-15680)
30
Item 14 - Exhibits, Financial Statement Schedules and Reports on Form 8-K
(continued)
(c) General Warranty Deed dated Exhibit 3 to the
December 22, 1987, between Partnership's
Carnegie Properties Partnership Report on
II and John Hancock Realty Income Form 8-K dated
Fund Limited Partnership* January 22, 1988
(File 0-15680)
10.7 Documents relating to Warner
Plaza Shopping Center
(a) Agreement of Purchase and Sale Exhibit 1 to the
between First Republic bank Partnership's
Dallas, N.A., and John Hancock Report on
Realty Income Fund Limited Form 8-K dated
Partnership* March 17, 1988
(File 0-15680)
(b) Special Warranty Deed dated Exhibit 2 to the
February 24, 1988, between Partnership's
First Republic bank, Dallas, Report on
N.A., and John Hancock Form 8-K dated
Realty Income Fund Limited March 17, 1988
Partnership* (File 0-15680)
10.8 Documents relating to
J.C. Penney Credit Operations
Center
(a) Agreement of Purchase and Sale Exhibit 1 to the
between Noro-Rocky Mountains Partnership's
B.V., a Netherlands Corporation, Report on
and John Hancock Realty Income Form 8-K dated
Fund Limited Partnership* November 17, 1988
(File 0-15680)
(b) Warranty and Guaranty dated Exhibit 2 to the
August 18, 1988, between Partnership's
Noro-Rocky Mountains Report on
B.V., a Netherlands Corporation, Form 8-K dated
and John Hancock Realty Income November 17, 1988
Fund Limited Partnership* (File 0-15680)
(c) Purchase and Sale Agreement Exhibit 1 to the
between John Hancock Realty Partnership's Report
Income Fund Limited Partnership on Form 8-K dated
and 4580 Paradise Blvd. December 29, 1995
Associates Limited Partnership (File 0-15680)
dated November 20, 1995*
31
Item 14 - Exhibits, Financial Statement Schedules and Reports on Form 8-K
(continued)
10.9 Documents relating to
Management Agreement
(a) Management Agreement dated Exhibit 10.9(a) to the
January 1, 1992, between Partnership's Report on
Hancock Realty Investors Form 10-K dated
Incorporated and John Hancock December 31, 1992
Realty Equities, Inc.* (File 0-15680)
(b) Agreement Concerning Subcontracting Exhibit 10.9(b) to the
of Management Services Pertaining Partnership's Report on
to John Hancock Realty Income Fund Form 10-K dated
Limited Partnership dated December 31, 1993
May 28, 1993between John Hancock (File 0-15680)
Realty Equities,Inc., Hancock
Realty Investors, Incorporated
and John Hancock Mutual Life
Insurance Company*
10.10 Documents relating to Executive
Compensation Plans and Arrangements
(a) Amended Agreement of Exhibit A to the Final
Limited Partnership* Prospectus dated
September 4, 1986, filed
under the Partnership's
Form S-11
Registration Statement
(File 33-6451)
(b) During the quarter ended December 31, 1995, the Partnership filed a
report on Form 8-K. This report, dated December 29, 1995, disclosed
the terms of the sale of the J.C. Penney Credit Operations Center
property and included the following Pro Forma Financial Statements:
Pro Forma Balance Sheet at September 30, 1995
Pro Forma Statement of Operations for the nine months ended
September 30, 1995
Pro Forma Statement of Operations for the year ended December 31,
1994
(c) Exhibits - See Item 14 (a) (3) of this Report.
(d) Financial Statement Schedules - The response to this portion of Item
14 is submitted as a separate section of this Report commencing on
Page F-15.
----------------------
+Filed herewith
*Incorporated by reference
32
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this Report to be
signed on its behalf by the undersigned, thereunto duly authorized, on the
29th day of March, 1996.
JOHN HANCOCK REALTY INCOME FUND
LIMITED PARTNERSHIP
By: John Hancock Realty Equities, Inc.
General Partner
By: WILLIAM M. FITZGERALD
--------------------------------
William M. Fitzgerald, President
Pursuant to the requirements of the Securities Exchange Act of 1934, this
Report has been signed below by the following persons on behalf of the
Registrant and in the capacities indicated on the 29th day of March, 1996.
Signatures Title
---------- -----
President (Principal Executive Officer) and
Director of John Hancock Realty Equities,
WILLIAM M. FITZGERALD Inc. (General Partner of Registrant)
---------------------
William M. Fitzgerald
Treasurer (Chief Accounting Officer) of
John Hancock Realty Equities, Inc.
RICHARD E. FRANK (General Partner of Registrant)
---------------------
Richard E. Frank
Director of John Hancock Realty Equities,
MALCOLM G. PITTMAN Inc. (General Partner of Registrant)
---------------------
Malcolm G. Pittman, III
Director of John Hancock Realty Equities,
SUSAN M. SHEPHARD Inc. (General Partner of Registrant)
---------------------
Susan M. Shephard
33
ANNUAL REPORT ON FORM 10-K
ITEM 8, ITEM 14 (a) (1) AND (2), (c) AND (d)
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
INDEX TO FINANCIAL STATEMENTS AND FINANCIAL STATEMENT SCHEDULES
FINANCIAL STATEMENT SCHEDULES
YEAR ENDED DECEMBER 31, 1995
JOHN HANCOCK REALTY INCOME FUND LIMITED PARTNERSHIP
BOSTON, MASSACHUSETTS
F-1
JOHN HANCOCK REALTY INCOME FUND LIMITED PARTNERSHIP
(A Massachusetts Limited Partnership)
INDEX TO FINANCIAL STATEMENTS AND FINANCIAL STATEMENT SCHEDULES
(ITEMS 8 AND 14(a)(1) AND (2))
1. Financial Statements: Page
Report of Independent Auditors F-3
Balance Sheets at December 31, 1995 and 1994 F-4
Statements of Operations for the Years Ended
December 31, 1995, 1994 and 1993 F-5
Statements of Partners' Equity for the Years Ended
December 31, 1995, 1994 and 1993 F-6
Statements of Cash Flows for the Years Ended
December 31, 1995, 1994 and 1993 F-7
Notes to Financial Statements F-8
2. Financial Statement Schedules:
Schedule III: Real Estate and Accumulated Depreciation F-15
All other schedules for which provision is made in the applicable
accounting regulation of the Securities and Exchange Commission are not
required under the related instructions or are inapplicable and, therefore,
have been omitted.
F-2
Report of Independent Auditors
To the Partners
John Hancock Realty Income Fund Limited Partnership
We have audited the accompanying balance sheets of John Hancock Realty
Income Fund Limited Partnership as of December 31, 1995 and 1994, and the
related statements of operations, partners' equity and cash flows for each
of the three years in the period ended December 31, 1995. Our audits also
included the financial statement schedule listed in the index at Item
14(a). These financial statements and schedule are the responsibility of
the Partnership's management. Our responsibility is to express an opinion
on these financial statements and schedule based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles
used and significant estimates made by management, as well as evaluating
the overall financial statement presentation. We believe that our audits
provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of John Hancock Realty
Income Fund Limited Partnership at December 31, 1995 and 1994, and the
results of its operations and its cash flows for each of the three years in
the period ended December 31, 1995, in conformity with generally accepted
accounting principles. Also, in our opinion, the related financial
statement schedule, when considered in relation to the basic financial
statements taken as a whole, presents fairly, in all material respects, the
information set forth therein.
ERNST & YOUNG LLP
February 9, 1996,
except for Note 8,
as to which the
date is February
15, 1996
F-3
JOHN HANCOCK REALTY INCOME FUND LIMITED PARTNERSHIP
(A Massachusetts Limited Partnership)
BALANCE SHEETS
ASSETS
December 31,
1995 1994
---- ----
Current assets:
Cash and cash equivalents $8,397,420 $3,124,999
Restricted cash 4,946 22,457
Other current assets 183,696 68,354
----------- -----------
Total current assets 8,586,062 3,215,810
Investment in property:
Land 7,511,167 8,934,077
Buildings and improvements 24,094,055 29,174,904
----------- -----------
31,605,222 38,108,981
Less: accumulated depreciation (7,165,026) (7,453,459)
----------- -----------
24,440,196 30,655,522
Long-term restricted cash 44,659 22,166
Deferred expenses, net of accumulated
amortization of $604,967 in 1995 and
$673,932 in 1994 534,527 431,741
----------- -----------
Total assets $33,605,444 $34,325,239
=========== ===========
LIABILITIES AND PARTNERS' EQUITY
Current liabilities:
Accounts payable and accrued expenses $282,398 $251,976
Accounts payable to affiliates 60,360 47,965
----------- -----------
Total current liabilities 342,758 299,941
Partners' equity/(deficit):
General Partner's deficit (200,634) (193,008)
Limited Partners' equity 33,463,320 34,218,306
----------- -----------
Total partners' equity 33,262,686 34,025,298
----------- -----------
Total liabilities and partners'
equity $33,605,444 $34,325,239
=========== ===========
See Notes to Financial Statements
F-4
JOHN HANCOCK REALTY INCOME FUND LIMITED PARTNERSHIP
(A Massachusetts Limited Partnership)
STATEMENTS OF OPERATIONS
Years Ended December 31,
1995 1994 1993
---- ---- ----
Income:
Rental income $3,065,751 $3,618,826 $3,519,445
Interest income 173,286 110,982 71,557
Other income 82,008 - -
Gain on sale of property 128,539 - -
---------- ---------- ----------
Total income 3,449,584 3,729,808 3,591,002
Expenses:
Depreciation 951,833 967,493 972,724
Property operating expenses 491,424 317,961 416,158
General and administrative expenses 236,926 202,264 215,128
Amortization of deferred expenses 133,756 148,930 213,283
Management fee 83,939 83,939 89,101
Property write-down - 512,000 -
---------- ---------- ----------
Total expenses 1,897,878 2,232,587 1,906,394
---------- ---------- ----------
Net income $1,551,706 $1,497,221 $1,684,608
========== ========== ==========
Allocation of net income:
General Partner $15,517 $14,972 $16,846
John Hancock Limited Partner (60,357) (77,909) (69,198)
Investors 1,596,546 1,560,158 1,736,960
---------- ---------- ----------
$1,551,706 $1,497,221 $1,684,608
========== ========== ==========
Net income per Unit $17.42 $17.02 $18.95
========== ========== ==========
See Notes to Financial Statements
F-5
JOHN HANCOCK REALTY INCOME FUND LIMITED PARTNERSHIP
(A Massachusetts Limited Partnership)
STATEMENTS OF PARTNERS' EQUITY
Years Ended December 31, 1995, 1994 and 1993
General Limited
Partner Partners Total
------- -------- -----
Partners' equity/(deficit) at January 1, 1993
(91,647 Units outstanding) ($175,069) $35,994,321 $35,819,252
Less: Cash distributions (26,614) (2,634,851) (2,661,465)
Add: Net income 16,846 1,667,762 1,684,608
--------- ----------- -----------
Partners' equity/(deficit) at December 31, 1993
(91,647 Units outstanding) (184,837) 35,027,232 34,842,395
Less: Cash distributions (23,143) (2,291,175) (2,314,318)
Add: Net income 14,972 1,482,249 1,497,221
--------- ----------- -----------
Partners' equity/(deficit) at December 31, 1994
(91,647 Units outstanding) (193,008) 34,218,306 34,025,298
Less: Cash distributions (23,143) (2,291,175) (2,314,318)
Add: Net income 15,517 1,536,189 1,551,706
--------- ----------- -----------
Partners' equity/(deficit) at December 31, 1995
(91,647 Units outstanding) ($200,634) $33,463,320 $33,262,686
======== =========== ===========
See Notes to Financial Statements
F-6
JOHN HANCOCK REALTY INCOME FUND LIMITED PARTNERSHIP
(A Massachusetts Limited Partnership)
STATEMENTS OF CASH FLOWS
Years Ended December 31,
1995 1994 1993
---- ---- ----
Operating activities:
Net income $1,551,706 $1,497,221 $1,684,608
Adjustments to reconcile net income to net
cash provided by operating activities:
Amortization of deferred expenses 133,756 148,930 213,283
Depreciation 951,833 967,493 972,724
Property write-down - 512,000 -
Gain on sale of property (128,539) - -
---------- ---------- ----------
2,508,756 3,125,644 2,870,615
Changes in operating assets and liabilities:
Decrease/(increase) in restricted cash (4,982) (4,850) 18,872
Decrease/(increase) in other current assets (115,342) 6,011 (71,449)
Increase/(decrease) in accounts payable and
accrued expenses 30,422 (5,208) 34,021
Increase/(decrease) in accounts payable
to affiliates 12,395 (3,163) 1,124
---------- ---------- ----------
Net cash provided by operating activities 2,431,249 3,118,434 2,853,183
Investing activities:
Proceeds from sale of property 5,392,032 - -
Increase in deferred expenses (236,542) (38,920) (384,285)
---------- ---------- ----------
Net cash provided by/(used in) investing
activities 5,155,490 (38,920) (384,285)
Financing activities:
Cash distributed to Partners (2,314,318) (2,314,318) (2,661,465)
---------- ---------- ----------
Net cash used in financing activities (2,314,318) (2,314,318) (2,661,465)
---------- ---------- ----------
Net increase/(decrease) in cash and
cash equivalents 5,272,421 765,196 (192,567)
Cash and cash equivalents at
beginning of year 3,124,999 2,359,803 2,552,370
---------- ---------- ----------
Cash and cash equivalents at
end of year $8,397,420 $3,124,999 $2,359,803
========== ========== ==========
See Notes to Financial Statements
F-7
JOHN HANCOCK REALTY INCOME FUND LIMITED PARTNERSHIP
(A Massachusetts Limited Partnership)
NOTES TO FINANCIAL STATEMENTS
1. Organization of Partnership
---------------------------
John Hancock Realty Income Fund Limited Partnership (the
"Partnership") was formed under the Massachusetts Uniform Limited
Partnership Act on June 12, 1986. As of December 31, 1995, the
Partnership consisted of John Hancock Realty Equities, Inc. (the
"General Partner"), a wholly-owned, indirect subsidiary of John
Hancock Mutual Life Insurance Company; John Hancock Realty Funding,
Inc. (the "John Hancock Limited Partner"); and 4,222 Investor Limited
Partners (the "Investors"), owning 91,647 Units of Investor Limited
Partnership Interests (the "Units"). The John Hancock Limited Partner
and the Investors are collectively referred to as the Limited
Partners. The initial capital of the Partnership was $2,000,
representing capital contributions of $1,000 from the General Partner
and $1,000 from the John Hancock Limited Partner. The Amended
Agreement of Limited Partnership of the Partnership (the "Partnership
Agreement") authorized the issuance of up to 100,000 Units of Limited
Partnership Interests at $500 per unit. During the offering period,
which terminated on September 9, 1987, 91,647 Units were sold and the
John Hancock Limited Partner made additional capital contributions of
$7,330,760. There have been no changes in the number of Units
outstanding subsequent to the termination of the offering period. The
Partnership is engaged in the business of acquiring, improving,
holding for investment and disposing of existing, income-producing,
commercial and industrial properties on an all-cash basis, free and
clear of mortgage indebtedness. Although the Partnership's properties
were acquired and are held free and clear of mortgage indebtedness,
the Partnership may incur mortgage indebtedness on its properties
under certain circumstances, as specified in the Partnership
Agreement.
The latest date on which the Partnership is due to terminate is
December 31, 2016, unless it is sooner terminated in accordance with
the terms of the Partnership Agreement. It is expected that in the
ordinary course of the Partnership's business, the properties of the
Partnership will be disposed of, and the Partnership terminated,
before December 31, 2016.
2. Significant Accounting Policies
-------------------------------
The Partnership maintains its accounting records and recognizes rental
revenue on the accrual basis.
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates
and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the
date of the financial statements and the reported amounts of revenue
and expenses during the reporting period. Actual results may differ
from those estimates.
F-8
JOHN HANCOCK REALTY INCOME FUND LIMITED PARTNERSHIP
(A Massachusetts Limited Partnership)
NOTES TO FINANCIAL STATEMENTS (continued)
2. Significant Accounting Policies (continued)
-------------------------------------------
Cash equivalents are highly liquid investments with maturities of
three months or less when purchased. These investments are recorded
at cost plus accrued interest, which approximates market value.
Restricted cash represents funds restricted for tenant security
deposits and other escrows, and has been designated as short or long-
term, based upon the term of the related lease agreement.
Investments in property are recorded at cost less any property write-
downs for permanent impairment in values. Cost includes the initial
purchase price of the property plus acquisition and legal fees, other
miscellaneous acquisition costs, and the cost of significant
improvements.
Depreciation has been provided on a straight-line basis over the
estimated useful lives of the various assets: thirty years for the
buildings and five years for related improvements. Maintenance and
repairs are charged to operations as incurred.
Deferred expenses relating to tenant improvements and lease
commissions are amortized on a straight-line basis over the terms of
the leases to which they relate. During 1993, the Partnership reduced
the period over which its remaining deferred acquisition fees are
amortized from thirty years, the estimated useful life of the
buildings owned by the Partnership, to four and one-half years, the
then estimated remaining life of the Partnership.
The net income per Unit for each year is computed by dividing the
Investors' share of net income by the number of Units outstanding
during each year.
No provision for income taxes has been made in the financial
statements as such taxes are the responsibility of the individual
partners and not of the Partnership.
In March 1995, the Financial Accounting Standards Board Statement No.
121, "Accounting for the Impairment of Long-Lived Assets and for Long-
Lived Assets to Be Disposed Of", which requires impairment losses to
be recorded on long-lived assets used in operations when indicators of
impairment are present and the undiscounted cash flows estimated to be
generated by those assets are less than the assets' carrying value.
Statement No. 121 also addresses the accounting for long-lived assets
that are expected to be disposed of. The Partnership adopted
Statement No. 121 in the fourth quarter of 1995. The effect of
adoption is not material.
F-9
JOHN HANCOCK REALTY INCOME FUND LIMITED PARTNERSHIP
(A Massachusetts Limited Partnership)
NOTES TO FINANCIAL STATEMENTS (continued)
3. The Partnership Agreement
-------------------------
Distributable Cash from Operations (defined in the Partnership
Agreement) is distributed 99% to the Limited Partners and 1% to the
General Partner. The Limited Partners' share of Distributable Cash
from Operations is distributed as follows: first, to the Investors
until they receive a 7% non-cumulative, non-compounded annual cash
return on their Invested Capital (defined in the Partnership
Agreement); second, to the John Hancock Limited Partner until it
receives a 7% non-cumulative, non-compounded annual cash return on its
Invested Capital; and third, to the Investors and the John Hancock
Limited Partner in proportion to their respective Capital
Contributions (defined in the Partnership Agreement). However, any
Distributable Cash from Operations which is available as a result of
the reduction of working capital reserves funded by Capital
Contributions of the Investors will be distributed 100% to the
Investors.
Cash from Sales or Financings (defined in the Partnership Agreement)
is first used to pay all debts and liabilities of the Partnership then
due and is then used to fund any reserves for contingent liabilities.
Cash from Sales or Financings is then distributed as follows: first,
to the Limited Partners until they receive an amount equal to their
Invested Capital with the distribution being made between the
Investors and the John Hancock Limited Partner in proportion to their
respective Capital Contributions; second, to the Investors until they
have received, with respect to all previous distributions during the
year, their Cumulative Return on Investment (defined in the
Partnership Agreement); third, to the John Hancock Limited Partner
until it has received, with respect to all previous distributions
during the year, its Cumulative Return on Investment; fourth, to the
General Partner to pay any Subordinated Disposition Fees (defined in
the Partnership Agreement); and fifth, 99% to the Limited Partners and
1% to the General Partner, with the distribution being made between
the Investors and the John Hancock Limited Partner in proportion to
their respective Capital Contributions.
Cash from the sale of the last of the Partnership's properties is to
be distributed in the same manner as Cash from Sales or Financings,
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 Financings, as specified in the
previous paragraph.
F-10
JOHN HANCOCK REALTY INCOME FUND LIMITED PARTNERSHIP
(A Massachusetts Limited Partnership)
NOTES TO FINANCIAL STATEMENTS (continued)
3. The Partnership Agreement (continued)
-------------------------
Profits from the normal operations of the Partnership for each fiscal
year are allocated to the Limited Partners and General Partner in the
same amounts as Distributable Cash from Operations for that year. If
such profits are less than Distributable Cash from Operations for any
year, they are allocated in proportion to the amounts of Distributable
Cash from Operations for that year. If such profits are greater than
Distributable Cash from Operations for any year, they are allocated
99% to the Limited Partners and 1% to the General Partner, with the
allocation made between the John Hancock Limited Partner and the
Investors in proportion to their respective Capital Contributions.
Losses from the normal operations of the Partnership are allocated 99%
to the Limited Partners and 1% to the General Partner, with the
allocation made between the John Hancock Limited Partner and the
Investors in proportion to their respective Capital Contributions.
Depreciation deductions are allocated 1% to the General Partner and
99% to the Investors, and not to the John Hancock Limited Partner.
Profits and Losses from Sales or Financings are generally 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. Investment in Property
----------------------
Investment in property at cost and reduced by write-downs consists of
managed, fully-operating, commercial real estate as follows:
December 31,
1995 1994
---- ----
1300 North Dutton Avenue Office Complex $2,835,779 $2,835,779
Marlboro Square Shopping Center 3,183,643 3,183,643
Crossroads Square Shopping Center 12,266,920 12,266,920
Carnegie Center Office/Warehouse 6,844,991 6,844,991
Warner Plaza Shopping Center 6,473,889 6,473,889
J.C. Penney Credit Operations Center - 6,503,759
----------- -----------
Total $31,605,222 $38,108,981
=========== ===========
On December 29, 1995, the Partnership sold the J.C. Penney Credit
Operations Center to a non-affiliated buyer for a gross sales price of
$5,600,000 and received net sales proceeds of $5,392,032, after
deductions for commissions and selling expenses incurred in connection
with the sale of the property. This transaction resulted in a non-
recurring gain of $128,539, representing the difference between the
net sales price and the property's net book value of $5,263,493.
F-11
JOHN HANCOCK REALTY INCOME FUND LIMITED PARTNERSHIP
(A Massachusetts Limited Partnership)
NOTES TO FINANCIAL STATEMENTS (continued)
4. Investment in Property (continued)
----------------------
The real estate market is cyclical in nature and is materially
affected by general economic trends and economic conditions in the
market where a property is located. As a result, determination of
real estate values involves subjective judgments. These judgments are
based on current market conditions and assumptions related to future
market conditions. These assumptions involve, among other things, the
availability of capital, occupancy rates, rental rates, interest rates
and inflation rates. Amounts ultimately realized from each property
may vary significantly from the values presented and the differences
could be material. Actual market values of real estate can be
determined only by negotiation between the parties in a sales
transaction.
During the year ended December 31, 1994, the Partnership reduced the
carrying value of the Carnegie Center property by $512,000.
The Partnership leases its properties to non-affiliated tenants under
primarily long-term operating leases.
At December 31, 1995, future minimum rentals on non-cancelable leases
relating to the above properties were as follows:
1996 $2,375,735
1997 2,185,431
1998 1,971,071
1999 1,649,256
2000 1,494,648
Thereafter 9,029,463
-----------
Total $18,705,604
===========
F-12
JOHN HANCOCK REALTY INCOME FUND LIMITED PARTNERSHIP
(A Massachusetts Limited Partnership)
NOTES TO FINANCIAL STATEMENTS (continued)
5. Deferred Expenses
-----------------
Deferred expenses consist of the following:
Unamortized Balance at
December 31,
Description 1995 1994
----------- ---- ----
$114,494 of acquisition fees paid to
the General Partner. This amount was
amortized over a period of thirty years prior
to June 30, 1993. Subsequent to June 30,
1993, the unamortized balance is amortized
over a period of fifty-four months. $42,829 $64,244
$716,576 of tenant improvements. These
amounts are amortized over the terms
of the leases to which they relate. 256,271 235,367
$308,424 of lease commissions. These
amounts are amortized over the terms
of the leases to which they relate. 235,427 132,130
-------- --------
$534,527 $431,741
-------- --------
6. Transactions with the General Partner and Affiliates
----------------------------------------------------
Fees and expenses incurred or paid by the General Partner or its
affiliates on behalf of the Partnership and to which the General
Partner or its affiliates are entitled to reimbursement from the
Partnership were as follows:
Years Ended December 31,
1995 1994 1993
---- ---- ----
Reimbursement for operating
expenses $151,675 $118,293 $133,054
Partnership management fee
expense 83,939 83,939 89,101
-------- -------- --------
Total $235,614 $202,232 $222,155
======== ======== ========
These expenses are included in expenses on the Statements of
Operations.
Accounts payable to affiliates represents amounts due to the General
Partner or its affiliates for various services provided to the
Partnership.
F-13
JOHN HANCOCK REALTY INCOME FUND LIMITED PARTNERSHIP
(A Massachusetts Limited Partnership)
NOTES TO FINANCIAL STATEMENTS (continued)
6. Transactions with the General Partner and Affiliates (continued)
----------------------------------------------------
The General Partner serves in a similar capacity for three other
affiliated real estate limited partnerships.
7. Federal Income Taxes
--------------------
A reconciliation of the net income reported in the Statements of
Operations to the net income reported for federal income tax purposes
is as follows:
Years Ended December 31,
1995 1994 1993
---- ---- ----
Net income per Statements of
Operations $1,551,706 $1,497,221 $1,684,608
Add/(deduct): Excess of book gain over tax
gain on disposition of assets (260,176) - -
Excess of tax depreciation
over book depreciation (44,106) (31,514) (23,148)
Excess of book amortization
over tax amortization 70,286 67,356 173,595
Other income/(loss) 3,573 - (51,042)
Reduction of property carrying
value - 512,000 -
Other expenses 158,875 83,085 42,352
---------- ---------- ----------
Net income for federal income tax purposes $1,480,158 $2,128,148 $1,826,365
========== ========== ==========
8. Subsequent Events
-----------------
On February 15, 1996, the Partnership made a cash distribution in the
aggregate amount of $5,894,105. Of this amount, $5,155,144 was
distributed to all Investors of record at December 31, 1995, $733,176
was distributed to the John Hancock Limited Partner and $5,785 was
distributed to the General Partner. The amount distributed to
Investors is comprised of $572,794 of Distributable Cash from
Operations for the quarter ended December 31, 1995 and $4,582,350 of
Distributable Cash from Sales or Financings. The amount distributed
to the John Hancock Limited Partner represents Distributable Cash from
Sales or Financings.
F-14
JOHN HANCOCK REALTY INCOME FUND LIMITED PARTNERSHIP
(A Massachusetts Limited Partnership)
SCHEDULE III
REAL ESTATE AND ACCUMULATED DEPRECIATION
Year Ended December 31, 1995
Costs
Capitalized
Initial Costs to Subsequent to Gross Amount
Partnership Acquisition At Which Carried at Close of Period
----------------------- ----------------------- -----------------------------------
Buildings Buildings
and and
Description Encumbrances Land Improvements ImprovementsWrite-down (1) Land Improvements Total (2)
- ----------- ------------ ---- ------------ -------------------------- ---- ------------ ---------
1300 North Dutton Avenue
Office Complex
Santa Rosa, CA - $655,000 $2,560,555 $162,054 ($541,830) $541,216 $2,294,563 $2,835,779
Marlboro Square Shopping Center
Marlboro, MA - 1,700,000 3,431,725 121,775 (2,069,857) 1,057,221 2,126,422 3,183,643
Crossroads Square Shopping Center
Jacksonville, FL - 3,910,000 10,582,095 74,825 (2,300,000) 3,266,000 9,000,920 12,266,920
Carnegie Center Office/Warehouse
Cincinnati, OH - 400,000 6,824,894 132,097 (512,000) 374,400 6,470,591 6,844,991
Warner Plaza Shopping Center
Chandler, AZ - 2,800,000 5,069,990 30,035 (1,426,136) 2,272,330 4,201,559 6,473,889
-- ---------- ----------- --------- ---------- ---------- ----------- -----------
Total - $9,465,000 $28,469,259 $520,786 ($6,849,823) $7,511,167 $24,094,055 $31,605,222
== ========== =========== ======== ========== ========== =========== ===========
F-15
JOHN HANCOCK REALTY INCOME FUND LIMITED PARTNERSHIP
(A Massachusetts Limited Partnership)
SCHEDULE III (Continued)
REAL ESTATE AND ACCUMULATED DEPRECIATION
Year Ended December 31, 1995
Life on Which
Depreciation in
Latest Statement
Accumulated Date of Date of Operations
Description Depreciation (5) Construction Acquired is Computed
----------- ---------------- ------------ -------- -----------
1300 North Dutton Avenue Office
Complex
Santa Rosa, CA $735,085 1983 10/24/86 30 Years (3)
Marlboro Square Shopping Center
Marlboro, MA 840,675 1986 2/17/87 30 Years (3)
15 Years (4)
Crossroads Square Shopping Center
Jacksonville, FL 2,581,571 1986 11/20/87 30 Years (3)
Carnegie Center Office/Warehouse
Cincinnati, OH 1,828,793 1986 12/22/87 30 Years (3)
Warner Plaza Shopping Center
Chandler, AZ 1,178,902 1985 2/25/88 30 Years (3)
----------
Total $7,165,026
==========
(1) These write-downs represent a deterioration in the values of the properties
based upon the General Partner's estimates.
For a further discussion relating to the determination of property write-
downs, please see "Management's Discussion and Analysis of Financial
Condition" included in Item 7 of this Report.
(2) The Partnership's properties' aggregate cost for federal income tax
purposes at December 31, 1995 are as follows:
Property Amount
-------- ------
1300 North Dutton Avenue $3,416,719
Marlboro Square Shopping Center 5,267,490
Crossroads Square Shopping Center 14,633,147
Carnegie Center Office/Warehouse 7,487,529
Warner Plaza Shopping Center 8,016,379
-----------
Total $38,821,264
===========
The Partnership's aggregate cost for federal income tax purposes may differ
from the aggregate cost for Financial Statement purposes.
(3) Estimated useful life for buildings
(4) Estimated useful life for land improvements
F-16
JOHN HANCOCK REALTY INCOME FUND LIMITED PARTNERSHIP
(A Massachusetts Limited Partnership)
SCHEDULE III (Continued)
REAL ESTATE AND ACCUMULATED DEPRECIATION
Year Ended December 31, 1995
(5) Reconciliation of real estate and accumulated depreciation:
Years Ended December 31,
1995 1994 1993
---- ---- ----
Investment in Real Estate
Balance at beginning of year $38,108,981 $38,620,981 $38,620,981
Improvements - - -
Sale of property (6,503,759) - -
Reduction of carrying value - (512,000) -
----------- ----------- -----------
Balance at end of year $31,605,222 $38,108,981 $38,620,981
=========== =========== ===========
Accumulated Depreciation
Balance at beginning of year $7,453,459 $6,485,966 $5,513,242
Sale of property (1,240,266) - -
Additions charged to costs and expenses 951,833 967,493 972,724
----------- ----------- -----------
Balance at end of year $7,165,026 $7,453,459 $6,485,966
=========== =========== ===========
F-17