FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 or 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 1997
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from N/A
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 (I.R.S. Employer Identification No.)
incorporation or organization)
200 Clarendon Street, Boston, MA 02116
(Address of principal executive offices)
(Zip Code)
(800) 722-5457
Registrant's telephone number, including area code:
N/A
(Former name, former address and former fiscal year, if changed since last
report)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act
of 1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filling requirements for the past 90 days.
Yes X No
JOHN HANCOCK REALTY INCOME FUND LIMITED PARTNERSHIP
(A Massachusetts Limited Partnership)
INDEX
PART I: FINANCIAL INFORMATION PAGE
Item 1 - Financial Statements:
Balance Sheets at March 31, 1997 and
December 31, 1996 3
Statements of Operations for the Three
Months Ended March 31, 1997 and 1996 4
Statements of Partners' Equity for the
Three Months Ended March 31, 1997 and
for the Year Ended December 31, 1996 5
Statements of Cash Flows for the Three
Months Ended March 31, 1997 and 1996 6
Notes to Financial Statements 7-15
Item 2 - Management's Discussion and Analysis of
Financial Condition and Results of Operations 16-25
PART II: OTHER INFORMATION 26
2
JOHN HANCOCK REALTY INCOME FUND LIMITED PARTNERSHIP
(A Massachusetts Limited Partnership)
PART I: FINANCIAL INFORMATION
Item 1: Financial Statements
BALANCE SHEETS
(Unaudited)
ASSETS
March 31, December 31,
1997 1996
---- ----
Cash and cash equivalents $2,037,959 $2,197,847
Restricted cash 59,726 59,132
Other assets 184,774 78,999
Property held for sale 2,678,599 2,678,599
Deferred expenses, net of accumulated
amortization of $390,451 in 1997 and
$361,132 in 1996 418,272 384,808
Investment in property:
Land 6,198,330 6,198,330
Buildings and improvements 17,991,609 17,991,609
---------- ----------
24,189,939 24,189,939
Less: accumulated depreciation (4,387,217) (4,214,134)
---------- ----------
19,802,722 19,975,805
---------- ----------
Total assets $25,182,052 $25,375,190
=========== ===========
LIABILITIES AND PARTNERS' EQUITY
Accounts payable and accrued expenses $342,765 $340,087
Accounts payable to affiliates 145,805 108,961
---------- ----------
Total liabilities 488,570 449,048
Partners' equity/(deficit):
General Partner's deficit (233,171) (230,844)
Limited Partners' equity 24,926,653 25,156,986
---------- ----------
Total partners' equity 24,693,482 24,926,142
---------- ----------
Total liabilities and
partners' equity $25,182,052 $25,375,190
=========== ===========
See Notes to Financial Statements
3
JOHN HANCOCK REALTY INCOME FUND LIMITED PARTNERSHIP
(A Massachusetts Limited Partnership)
STATEMENTS OF OPERATIONS
(Unaudited)
Three Months Ended
March 31,
1997 1996
---- ----
Income:
Rental income $700,593 $656,035
Interest income 22,526 81,958
-------- --------
Total income 723,119 737,993
Expenses:
Depreciation 173,083 195,669
General and administrative expenses 129,654 55,198
Property operating expenses 83,636 90,228
Amortization of deferred expenses 29,319 38,892
Management fee 18,903 19,910
-------- --------
Total expenses 434,595 399,897
-------- --------
Net income $288,524 $338,096
======== ========
Allocation of net income:
General Partner $2,885 $3,381
John Hancock Limited Partner (12,291) (17,348)
Investors 297,930 352,063
-------- --------
$288,524 $338,096
======== ========
Net income per Unit $3.25 $3.84
===== =====
See Notes to Financial Statements
4
JOHN HANCOCK REALTY INCOME FUND LIMITED PARTNERSHIP
(A Massachusetts Limited Partnership)
STATEMENTS OF PARTNERS' EQUITY
(Unaudited)
Three Months Ended March 31, 1997 and
Year Ended December 31, 1996
General Limited
Partner Partners Total
------- -------- -----
Partners' equity/(deficit) at January 1, 1996
(91,647 Units outstanding) ($200,634) $33,463,320 $33,262,686
Less: Cash distributions (21,699) (7,463,730) (7,485,429)
Add: Net Loss (8,511) (842,604) (851,115)
-------- ----------- -----------
Partners' equity/(deficit) at December 31, 1996
(91,647 Units outstanding) (230,844) 25,156,986 24,926,142
Less: Cash distributions (5,212) (515,972) (521,184)
Add: Net income 2,885 285,639 288,524
-------- ----------- -----------
Partners' equity/(deficit) at March 31, 1997
(91,647 Units outstanding) ($233,171) $24,926,653 $24,693,482
======== =========== ===========
See Notes to Financial Statements
5
JOHN HANCOCK REALTY INCOME FUND LIMITED PARTNERSHIP
(A Massachusetts Limited Partnership)
STATEMENTS OF CASH FLOWS
(Unaudited)
Three Months Ended
March 31,
1997 1996
---- ----
Operating activities:
Net income $288,524 $338,096
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation 173,083 195,669
Amortization of deferred expenses 29,319 38,892
--------- ---------
490,926 572,657
Changes in operating assets and liabilities:
Increase in restricted cash (594) -
Decrease/(increase) in other assets (105,775) 33,683
Increase in accounts payable and accrued
expenses 2,678 76,601
Increase in accounts payable to affiliates 36,844 3,412
--------- ---------
Net cash provided by operating activities 424,079 686,353
Investing activities:
Increase in deferred expenses (62,783) (116,399)
--------- ---------
Net cash used in investing activities (62,783) (116,399)
Financing activities:
Cash distributed to Partners (521,184) (5,894,105)
--------- ---------
Net cash used in financing activities (521,184) (5,894,105)
--------- ---------
Net decrease in cash and cash
equivalents (159,888) (5,324,151)
Cash and cash equivalents at
beginning of year 2,197,847 8,397,420
--------- ---------
Cash and cash equivalents at
end of period $2,037,959 $3,073,269
========== ==========
See Notes to Financial Statements
6
JOHN HANCOCK REALTY INCOME FUND LIMITED PARTNERSHIP
(A Massachusetts Limited Partnership)
NOTES TO FINANCIAL STATEMENTS
(Unaudited)
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 March 31, 1997, 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 4,138 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, 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.
7
JOHN HANCOCK REALTY INCOME FUND LIMITED PARTNERSHIP
(A Massachusetts Limited Partnership)
NOTES TO FINANCIAL STATEMENTS (continued)
(Unaudited)
2. Significant Accounting Policies
-------------------------------
The accompanying unaudited financial statements have been prepared in
accordance with generally accepted accounting principles for interim
financial information and with the instructions to Form 10-Q and Rule
10-01 of Regulation S-X. Accordingly, they do not include all of the
information and footnotes required by generally accepted accounting
principles for complete financial statements. In the opinion of
management, all adjustments (consisting of normal recurring accruals)
considered necessary for a fair presentation have been included.
Operating results for the three month period ended March 31, 1997 are
not necessarily indicative of the results that may be expected for the
year ending December 31, 1997. For further information, refer to the
financial statements and footnotes thereto included in the
Partnership's Annual Report on Form 10-K for the year ended December
31, 1996.
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates
and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the
date of the financial statements and the reported amounts of revenue
and expenses during the reporting period. Actual results may differ
from those estimates.
Cash equivalents are highly liquid investments with 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.
The General Partner listed the 1300 North Dutton Avenue for sale
during October 1996. Accordingly, this property is classified in
"Property Held For Sale" on the Balance Sheet at March 31, 1997 and
December 31, 1996 at its carrying value, which is not in excess of its
estimated fair value, less selling costs. The General Partner
believes that this property is likely to be sold during 1997.
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.
8
JOHN HANCOCK REALTY INCOME FUND LIMITED PARTNERSHIP
(A Massachusetts Limited Partnership)
NOTES TO FINANCIAL STATEMENTS (continued)
(Unaudited)
2. Significant Accounting Policies (continued)
-------------------------------
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 the periods hereof are computed by
dividing the Investors' share of net income by the number of Units
outstanding at the end of such periods.
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.
Certain 1996 amounts have been reclassified to be consistent with the
1997 presentation.
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.
9
JOHN HANCOCK REALTY INCOME FUND LIMITED PARTNERSHIP
(A Massachusetts Limited Partnership)
NOTES TO FINANCIAL STATEMENTS (continued)
(Unaudited)
3. The Partnership Agreement (continued)
-------------------------
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.
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.
10
JOHN HANCOCK REALTY INCOME FUND LIMITED PARTNERSHIP
(A Massachusetts Limited Partnership)
NOTES TO FINANCIAL STATEMENTS (continued)
(Unaudited)
3. The Partnership Agreement (continued)
-------------------------
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.
Neither the General Partner nor any Affiliate (as defined in the
Partnership Agreement) of the General Partner shall be liable,
responsible or accountable in damages to any of the Partners or the
Partnership for any act or omission of the General Partner in good
faith on behalf of the Partnership within the scope of the authority
granted to the General Partner by the Partnership Agreement and in the
best interest of the Partnership, except for acts or omissions
constituting fraud, negligence, misconduct or breach of fiduciary
duty. The General Partner and its Affiliates performing services on
behalf of the Partnership shall be entitled to indemnity from the
Partnership for any loss, damage, or claim by reason of any act
performed or omitted to be performed by the General Partner in good
faith on behalf of the Partnership and in a manner within the scope of
the authority granted to the General Partner by the Partnership
Agreement and in the best interest of the Partnership, except that
they shall not be entitled to be indemnified in respect of any loss,
damage, or claim incurred by reason of fraud, negligence, misconduct,
or breach of fiduciary duty. Any indemnity shall be provided out of
and to the extent of Partnership assets only. The Partnership shall
not advance any funds to the General Partner or its Affiliates for
legal expenses and other costs incurred as a result of any legal
action initiated against the General Partner or its Affiliates by a
Limited Partner in the Partnership, except under certain specified
circumstances.
11
JOHN HANCOCK REALTY INCOME FUND LIMITED PARTNERSHIP
(A Massachusetts Limited Partnership)
NOTES TO FINANCIAL STATEMENTS (continued)
(Unaudited)
4. Investment in Property
----------------------
Investment in property at cost and reduced by write-downs consists of
managed, fully-operating, commercial real estate as follows:
March 31, 1997 December 31, 1996
-------------- -----------------
Marlboro Square Shopping Center $1,649,130 $1,649,130
Crossroads Square Shopping Center 12,266,920 12,266,920
Carnegie Center Office/Warehouse 3,800,000 3,800,000
Warner Plaza Shopping Center 6,473,889 6,473,889
----------- -----------
Total $24,189,939 $24,189,939
=========== ===========
The real estate market is cyclical in nature and is materially
affected by general economic trends and economic conditions in the
market where a property is located. As a result, determination of
real estate values involves subjective judgments. These judgments are
based on current market conditions and assumptions related to future
market conditions. These assumptions involve, among other things, the
availability of capital, occupancy rates, rental rates, interest rates
and inflation rates. Amounts ultimately realized from each property
may vary significantly from the values presented and the differences
could be material. Actual market values of real estate can be
determined only by negotiation between the parties in a sales
transaction.
The General Partner listed the 1300 North Dutton Avenue property for
sale during October 1996. Accordingly, this property is classified as
"Property Held For Sale" on the Balance Sheet at March 31, 1997 and
December 31, 1996 at its carrying value, which is not in excess of its
estimated fair value, less selling costs. The General Parter believes
that this property is likely to be sold during 1997.
12
JOHN HANCOCK REALTY INCOME FUND LIMITED PARTNERSHIP
(A Massachusetts Limited Partnership)
NOTES TO FINANCIAL STATEMENTS (continued)
(Unaudited)
5. Deferred Expenses
-----------------
Deferred expenses consist of the following:
Unamortized Unamortized
Balance at Balance at
Description March 31, 1997 December 31, 1996
------------ -------------- -----------------
$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. $16,061 $21,415
$427,653 of tenant improvements. These amounts
are amortized over the terms of the leases to which
they relate. 233,743 187,716
$266,576 of lease commissions. These amounts
are amortized over the terms of the leases to which
they relate. 168,468 175,677
-------- --------
$418,272 $384,808
======== ========
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:
Three Months Ended
March 31,
1997 1996
---- ----
Reimbursement for operating expenses $96,155 $43,862
Partnership management fee expense 18,903 19,910
-------- -------
$115,058 $63,772
======== =======
These expenses are included in expenses on the Statements of
Operations.
13
JOHN HANCOCK REALTY INCOME FUND LIMITED PARTNERSHIP
(A Massachusetts Limited Partnership)
NOTES TO FINANCIAL STATEMENTS (continued)
(Unaudited)
6. Transactions with the General Partner and Affiliates (continued)
----------------------------------------------------
The Partnership provides indemnification to the General Partner and
its Affiliates for any acts or omissions of the General Partner or
such affiliate in good faith on behalf of the Partnership, except for
acts or omissions constituting fraud, negligence, misconduct or breach
of fiduciary duty. The General Partner believes that this
indemnification applies to the class action complaint described in
Note 8. Accordingly, included in the Statements of Operations for the
three months ended March 31, 1997 is $31,579 representing the
Partnership's share of costs incurred by the General Partner and its
Affiliates relating to the class action complaint. As of March 31,
1997, the Partnership has accrued a total of $73,054 as its share of
the costs incurred by the General Partner and its Affiliates resulting
from this matter.
Accounts payable to affiliates represents amounts due to the General
Partner or its Affiliates for various services provided to the
Partnership, including amounts to indemnify the General Partner or its
Affiliates for claims incurred by them in connection with their
actions as General Partner of the Partnership. All amounts accrued by
the Partnership to indemnify the General Partner or its Affiliates for
legal fees incurred by them shall not be paid unless or until all
conditions set forth in the Partnership Agreement for such payment
have been fulfilled.
The General Partner serves in a similar capacity for two other
affiliated real estate limited partnerships.
7. Federal Income Taxes
--------------------
A reconciliation of the net income reported on the Statements of
Operations to the net income reported for federal income tax purposes
is as follows:
Three Months Ended
March 31,
1997 1996
---- ----
Net income per Statements of Operations $288,524 $338,096
Add/(deduct): Excess of tax depreciation
over book depreciation (47,383) (19,095)
Excess of book amortization
over tax amortization 3,491 21,828
--------- ---------
Net income for federal income tax purposes $244,632 $340,829
========= =========
14
JOHN HANCOCK REALTY INCOME FUND LIMITED PARTNERSHIP
(A Massachusetts Limited Partnership)
NOTES TO FINANCIAL STATEMENTS (continued)
(Unaudited)
8. Contingencies
-------------
In February 1996, a putative class action complaint was filed in the
Superior Court in Essex County, New Jersey by a single investor in 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. On March 18, 1997, the court
certified a class of investors who were original purchasers in the
Partnership.
The Partnership provides indemnification to the General Partner and
its Affiliates for acts or omissions of the General Partner in good
faith on behalf of the Partnership, except for acts or omissions
constituting fraud, negligence, misconduct or breach of fiduciary
duty. The General Partner believes that this indemnification applies
to the class action complaint described above. Accordingly, included
in the Statements of Operations for the three months ended March 31,
1997 is $31,579 representing the Partnership's share of costs incurred
by the General Partner and its Affiliates relating to the class action
complaint. As of March 31, 1997, the Partnership has accrued a total
of $73,054 as its share of the costs incurred by the General Partner
and its Affiliates resulting from this matter.
At the present time, the General Partner can not estimate the impact,
if any, of the potential indemnification claims on the Partnership's
Financial Statements, taken as a whole. Accordingly, no provision for
any liability which could result from the eventual outcome of these
matters has been made in the accompanying financial statements.
15
JOHN HANCOCK REALTY INCOME FUND LIMITED PARTNERSHIP
(A Massachusetts Limited Partnership)
Item 2: 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. The Partnership's properties are described
more fully in Note 4 to the Financial Statements included in Item 1 of this
Report.
Liquidity and Capital Resources
- - -------------------------------
At March 31, 1997, the Partnership had $2,037,959 in cash and cash
equivalents and $59,726 in restricted cash.
The Partnership has established a working capital reserve with a current
balance of approximately 3% of the Investors' Invested Capital (defined in
the Partnership Agreement). Liquidity would, however, be materially
adversely affected by a significant reduction in revenues or significant
unanticipated operating costs (including but not limited to litigation
expenses), unanticipated leasing costs or unanticipated capital
expenditures. If any or all of these events were to occur, to the extent
that the working capital reserve would be insufficient to satisfy the cash
requirements of the Partnership, it is anticipated that additional funds
would be obtained through a reduction of cash distributions to Investors,
bank loans, short-term loans from the General Partner or its Affiliates, or
the sale or financing of Partnership properties.
During the three months ended March 31, 1997, cash from working capital
reserves was used for the payment of leasing costs in the amount of $62,783
incurred at the Carnegie Center property. The General Partner estimates
that the Partnership will incur approximately $279,000 of additional
leasing costs at its properties during the remainder of 1997. Of this
amount, approximately $175,000 is expected to be incurred at Carnegie
Center. The General Partner anticipates that the current balance in the
working capital reserve will be sufficient to pay such costs.
During the three months ended March 31, 1997, approximately $1,400 of cash
from operations was used to fund non-recurring maintenance and repair
expenses incurred at the Marlboro Square and Warner Plaza properties. The
General Partner estimates that the Partnership will incur additional non-
recurring repair and maintenance expenses of approximately $139,000 at the
properties during the remainder of 1997. These additional 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.
16
JOHN HANCOCK REALTY INCOME FUND LIMITED PARTNERSHIP
(A Massachusetts Limited Partnership)
Item 2: Management's Discussion and Analysis of Financial Condition and
Results of Operations (continued)
Liquidity and Capital Resources (continued)
- - -------------------------------
Cash in the amount of $521,184 generated from the Partnership's operations
was distributed to the General Partner and Investors during the three
months ended March 31, 1997. The General Partner currently anticipates
that the Partnership will be able to make comparable distributions during
each of the three remaining quarters of 1997.
As of March 31, 1997, the Partnership has incurred approximately $183,000
in legal expenses in connection with the class action lawsuit (see Part II,
Item 1 of this Report). Of this amount, approximately $110,000 relates to
the Partnership's own defense and approximately $73,000 relates to the
indemnification of the General Partner and its Affiliates for their
defense. These expenses are funded from the operations of the Partnership.
At the present time, the General Partner cannot estimate the aggregate
amount of legal expenses and indemnification claims to be incurred and
their impact on the Partnership's future operations. Liquidity would,
however, be materially adversely affected by a significant increase in such
legal expenses and related indemnification costs. If such increases were
to occur, to the extent that cash from operations and the working capital
reserve would be insufficient to satisfy the cash requirements of the
Partnership, it is anticipated that additional funds would be obtained
through a reduction of cash distributions to investors, bank loans, short-
term loans from the General Partner or its affiliates, or the sale or
financing of Partnership properties.
17
JOHN HANCOCK REALTY INCOME FUND LIMITED PARTNERSHIP
(A Massachusetts Limited Partnership)
Item 2: Management's Discussion and Analysis of Financial Condition and
Results of Operations (continued)
Liquidity and Capital Resources (continued)
- - -------------------------------
The following table summarizes the leasing activity and occupancy status at
the Partnership's properties during the three months ended March 31, 1997:
1300 North Marlboro Sq. Crossroads Sq. Carnegie Warner Pl.
Dutton Ave. Shopping Ctr. Shopping Ctr. Center Shopping Ctr.
----------- ------------- ------------- ------ -------------
Square Feet 24,120 42,150 174,196 128,059 92,848
Occupancy at
January 1, 1997 100% 70% 93% 64% 100%
==== ==== ==== ==== ====
New Leases 0% 0% 0% 2% 0%
Lease Renewals 0% 0% 0% 0% 0%
Leases Expired (1) 0% 7% 0% 0% 2%
Occupancy at
March 31, 1997 100% 63% 93% 66% 98%
==== ==== ==== ==== ====
Leases Scheduled to
Expire, Balance of 1997 0% 0% 6% 3% 3%
==== ==== ==== ==== ====
Leases Scheduled to
Commence, Balance of 1997 0% 0% 0% 2% 0%
==== ==== ==== ==== ====
(1) Includes lease terminated by the General Partner for non-payment of
rent.
As a result of a five-year lease for the entire property that commenced in
October 1996 and the present favorable conditions of the Santa Rosa,
California real estate market, the 1300 North Dutton Avenue property was
listed for sale by the General Partner during October 1996. The property's
carrying value of $2,678,599 does not exceed its estimated fair market
value less selling costs.
18
JOHN HANCOCK REALTY INCOME FUND LIMITED PARTNERSHIP
(A Massachusetts Limited Partnership)
Item 2: Management's Discussion and Analysis of Financial Condition and
Results of Operations (continued)
Liquidity and Capital Resources (continued)
- - -------------------------------
Effective November 1996, the amount of space occupied by the anchor tenant
at Marlboro Square declined from approximately 38% of the property to
approximately 28% of the property, in accordance with the terms of its
lease. Also during 1996, an existing tenant at Marlboro Square, whose
lease was scheduled to expire during November 1996, expanded the space it
occupies at the property from 8% to 15%. However, the current rental rate
paid by the tenant per square foot is 53% lower than its previous rental
rate.
A tenant at the Marlboro Square property that had taken occupancy of the
property's 3,000 square foot outparcel in October 1996 is delinquent in
rental payments due since December 1996. As a result, the General Partner
terminated the tenant's lease effective February 28, 1997. The tenant has
vacated the space. The General Partner will use all legal remedies
available to obtain collection from this tenant of all obligations due
under its lease agreement. In addition, the General Partner is actively
seeking a replacement tenant for this space.
The General Partner anticipates that absorption of existing retail space in
the Marlboro, Massachusetts area will remain sluggish during the remainder
of 1997 based upon both the lack of demand and the increase in retail space
in the area. This increase in retail space is due to a new retail
development near to the Marlboro Square property which commenced operations
during August 1996. 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.
The Carnegie Center's occupancy at March 31, 1997, and as of the date
hereof, is 66%. The Cincinnati industrial real estate market has
experienced an oversupply of office/industrial space in recent years, which
has resulted in a decline in rental rates and an increase in vacancy rates.
The General Partner continues to actively seek new tenants for the
remaining vacant space. Rental rates and concessions are priced
competitively in an effort to secure new tenants as well as retain existing
tenants at the property.
A tenant at the Crossroads Square property, with a lease for approximately
12,500 square feet, or 7% of the property, filed for bankruptcy protection
under Chapter 11 of the U.S. Bankruptcy Code in March 1996. Prior to
filing for protection, this tenant discontinued satisfying its rental
obligations and subsequently requested a reduction in its rental payments
through the end of its lease, which is scheduled to expire in October 2003.
Given the existing favorable real estate market conditions in the area
where Crossroads Square is located, the General Partner did not agree to a
reduced rental amount. On March 11, 1997 the bankruptcy court ordered that
the tenant assume the lease at the property. The tenant is current on all
its rental obligations as of the date hereof.
19
JOHN HANCOCK REALTY INCOME FUND LIMITED PARTNERSHIP
(A Massachusetts Limited Partnership)
Item 2: Management's Discussion and Analysis of Financial Condition and
Results of Operations (continued)
Liquidity and Capital Resources (continued)
- - -------------------------------
During August 1996, a tenant at the Warner Plaza property that occupied 14%
of the rentable space at the property, vacated its space. Under the terms
of this tenant's lease agreement, it was obligated to pay both base rent
and percentage rent, which is based on the tenant's sales at the property.
The Partnership continues to receive the minimum rental payments due under
this tenant's lease but percentage rent payments have not been received
because the tenant vacated its space and, therefore, had no sales at the
property. Under the terms of its lease agreement, the tenant has an option
to terminate its lease obligations in April 1999. The General Partner has
commenced efforts to find a replacement tenant for this space and negotiate
a lease buyout with the former tenant. In addition, one tenant at the
property that occupied approximately 1,600 square feet, or 2% of the
property, had a clause in its lease allowing it to terminate its lease if
the tenant described above were to vacate the property. This tenant
terminated its lease, which had been scheduled to expire in August 2000,
effective February 24, 1997.
The General Partner believes that, based upon the current occupancy and
tenant mix at Crossroads Square and Warner Plaza, as well as the current
real estate market conditions in the areas in which these properties are
located, these properties should provide the Partnership with stable income
performance during the remainder of 1997.
During the first quarter of 1997, the General Partner had the Warner Plaza
property independently appraised. Based upon the appraiser's investigation
and analysis, the property's market value is estimated to be approximately
$5,600,000 as of March 31, 1997. The carrying value of the Warner Plaza
property of approximately $5,152,000 at March 31, 1997 was evaluated in
comparison to its estimated future undiscounted cash flows and the
independent appraisal. Based upon such evaluation, the General Partner
determined that the property's estimated future undiscounted cash flows are
expected to exceed its carrying value and, therefore, a write-down in value
was not required at March 31, 1997. The Partnership's cumulative
investment in the property, before accumulated depreciation and write-
downs, is approximately $7,928,000.
The General Partner evaluated the carrying value of each of the
Partnership's properties as of December 31, 1996 by comparing such value to
the respective property's future undiscounted cash flows and the then most
recent independent or internal appraisal. Based on such evaluations, the
General Partner determined that the Carnegie Center property's estimated
future undiscounted cash flows were not expected to exceed its carrying
value. Therefore, a write-down in value of $1,247,093, representing the
difference between the property's carrying value and its then estimated
market value (and not its estimated future undiscounted cash flows) was
required as of December 31, 1996. No permanent impairment in values
existed with respect to the Partnerships other properties as of December
31, 1996 and, therefore, no additional write-downs were recorded.
20
JOHN HANCOCK REALTY INCOME FUND LIMITED PARTNERSHIP
(A Massachusetts Limited Partnership)
Item 2: Management's Discussion and Analysis of Financial Condition and
Results of Operations (continued)
Liquidity and Capital Resources (continued)
- - -------------------------------
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
- - ---------------------
The Partnership generated net income of $288,524 for the three months ended
March 31, 1997 as compared to net income of $338,096 for the same period in
1996. This decline is due to legal fees incurred in connection with the
class action lawsuit (described in Item 1 of Part II of this Report), a
decline in interest earned on the Partnership's short-term investments, and
declines in the performance of the Warner Plaza and Marlboro Square
properties. These decreases were partially offset by increased performance
at the 1300 North Dutton Avenue, Carnegie Center and Crossroads Square
properties.
Average occupancy for the Partnership's investments was as follows:
Three Months Ended
March 31,
1997 1996
---- ----
1300 North Dutton Avenue Office Complex 100% 0%
Marlboro Square Shopping Center 68% 78%
Crossroads Square Shopping Center 93% 94%
Carnegie Center Office/Warehouse 66% 57%
Warner Plaza Shopping Center 99% 100%
Rental income for the three months ended March 31, 1997 increased by
$44,558, or 7%, as compared to the same period in 1996. This increase is
due to increases in rental income at the 1300 North Dutton Avenue, Carnegie
Center and Crossroads Square properties which were partially offset by
decreases in rental income at the Warner Plaza and Marlboro Square
properties. Rental income increased at the 1300 North Dutton Avenue and
Carnegie Center properties due to an increase in average occupancy at the
properties. Rental income increased at the Crossroads Square property
because a tenant that was delinquent in making its rental payments during
the first quarter of 1996 made its scheduled payments during the first
quarter of 1997. These increases were partially offset by decreases in
rental income at the Warner Plaza and Marlboro Square properties. Rental
income decreased at the Warner Plaza due to a decline in percentage rent at
the property which resulted from one of the tenants at the property
vacating its space, as described above. Rental income at Marlboro Square
decreased by 45% between periods primarily due to a decline in average
occupancy. Rental income also decreased at Marlboro Square because rental
rates on leases executed during the year ended December 31, 1996 were less
than rental rates contracted under prior leases.
21
JOHN HANCOCK REALTY INCOME FUND LIMITED PARTNERSHIP
(A Massachusetts Limited Partnership)
Item 2: Management's Discussion and Analysis of Financial Condition and
Results of Operations (continued)
Results of Operations (continued)
- - ---------------------
Interest income for the three months ended March 31, 1997 decreased by
$59,432, or 73%, as compared to the same period in 1996. This decrease was
primarily due to the interest earned during the first quarter of 1996 on
the net sales proceeds received from the sale of J.C. Penney, which was
sold on December 29, 1995. The Partnership distributed the majority of
such net sales proceeds in February 1996. Interest income declined further
due to a decrease in the interest earned on the Partnership's working
capital reserves resulting from a decrease in the amount of such reserves.
Depreciation expense for the three months ended March 31, 1997 decreased by
$22,586, or 12%, as compared to the same period in 1996. This decrease is
primarily due to reclassifying the 1300 North Dutton Avenue property as
"Property Held for Sale" during the fourth quarter of 1996. Accordingly,
no depreciation has been recorded on this property since that time.
General and administrative expenses for the quarter ended March 31, 1997
increased by $74,457, or 135%, primarily due to legal fees incurred by the
Partnership in connection with the class action complaint (see Part II,
Item 1 of this Report). Excluding such legal fees, general and
administrative expenses were consistent between periods. At the present
time, the General Partner cannot estimate the aggregate legal fees and
indemnification claims to be incurred with respect to the class action
lawsuit and their impact on the Partnership's future operations.
Operations would, however, be materially adversely affected by a
significant increase in such legal expenses and related indemnification
costs. If such increases were to occur, to the extent that cash from
operations and the working capital reserve would be insufficient to satisfy
the cash requirements of the Partnership, it is anticipated that additional
funds would be obtained through a reduction of cash distributions to
Investors, bank loans, short-term loans from the General Partner or its
Affiliates, or the sale or financing of Partnership properties.
The Partnership's share of property operating expenses for the three months
ended March 31, 1997 decreased by $6,592, or 7%, as compared to the same
period in 1996. The Partnership's share of property operating expenses
decreased at the Marlboro Square, Carnegie Center and Warner Plaza
properties between periods due to certain non-recurring maintenance and
repair expenses incurred at each property during the period in 1996. The
Partnership's share of property operating expenses decreased further at
Carnegie Center due to an increase in average occupancy and, therefore, an
increase in tenant reimbursements collected for such expenses. These
decreases in the Partnership's share of property operating expenses were
partially offset by an increase in such expenses at the 1300 North Dutton
Avenue property due to an increase in occupancy. Property operating
expenses at the Crossroads Square property were consistent between periods.
22
JOHN HANCOCK REALTY INCOME FUND LIMITED PARTNERSHIP
(A Massachusetts Limited Partnership)
Item 2: Management's Discussion and Analysis of Financial Condition and
Results of Operations (continued)
Results of Operations (continued)
- - ---------------------
Amortization of deferred expenses for the three months ended March 31, 1997
decreased by $9,573, or 25%, as compared to the same period in 1996. This
decrease is primarily due to the write-down in carrying value of the
Carnegie Center at December 31, 1996. The net book value of the Carnegie
Center plus any unamortized deferred expenses relating to the property at
the time the property was written-down were combined to arrive at the
property's carrying value (current market value) after its write-down.
Accordingly, some deferred expense amounts that were amortized during 1996
are included in the property's carrying value, and depreciated, during
1997. This decrease was partially offset by the amortization of the
leasing costs incurred in connection with new leases at the Marlboro
Square, and Crossroads Square properties.
The General Partner believes that inflation has had no significant impact
on the Partnership's operations during the three months ended March 31,
1997, and the General Partner anticipates that inflation will not have a
significant impact during the remainder of 1997.
23
JOHN HANCOCK REALTY INCOME FUND LIMITED PARTNERSHIP
(A Massachusetts Limited Partnership)
Item 2: Management's Discussion and Analysis of Financial Condition and
Results of Operations (continued)
Cash Flow
- - ---------
The following table provides the calculations of Cash from Operations and
Distributable Cash from Operations which are calculated in accordance with
Section 17 of the Partnership Agreement:
Three Months Ended
March 31,
1997 1996
---- ----
Net cash provided by operating activities (a) $424,079 $686,353
Net change in operating assets and liabilities (a) 66,847 (113,696)
------- --------
Cash provided by operations (a) 490,926 572,657
Increase in working capital reserves - (23,701)
Add: Accrual basis Partnership
management fee 18,903 19,910
------- --------
Cash from operations (b) 509,829 568,866
Decrease in working capital reserves 30,258 -
Less: Accrual basis Partnership
management fee (18,903) (19,910)
------- --------
Distributable cash from operations (b) $521,184 $548,956
======== ========
Allocation to General Partner $5,212 $5,489
Allocation to John Hancock Limited Partner - -
Allocation to Investors 515,972 543,467
------- --------
Distributable cash from operations (b) $521,184 $548,956
======== ========
(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 1 of this Report.
(b) As defined in the Partnership Agreement. Distributable Cash
from Operations should not be considered as an alternative to
net income (i.e. not an indicator of performance) or to
reflect cash flows or availability of discretionary funds.
During the second quarter of 1997, the Partnership expects to make a cash
distribution of $515,972, representing a 5% annualized return, to all
Investors of record at March 31, 1997, based on Distributable Cash from
Operations for the quarter then ended.
24
JOHN HANCOCK REALTY INCOME FUND LIMITED PARTNERSHIP
(A Massachusetts Limited Partnership)
Item 2: Management's Discussion and Analysis of Financial Condition and
Results of Operations (continued)
Cash Flow (continued)
- - ---------
The source of future cash distributions is dependent upon cash generated by
the Partnership's properties and the use of working capital reserves. The
General Partner currently anticipates that the Partnership's Distributable
Cash from Operations during each of the remaining three quarters of 1997
will be comparable to that generated during the first quarter of 1997.
25
JOHN HANCOCK REALTY INCOME FUND LIMITED PARTNERSHIP
(A Massachusetts Limited Partnership)
PART II: OTHER INFORMATION
Item 1. 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.
On March 18, 1997, the court certified a class of investors who
were original purchasers in the Partnership. The certification
order should not be construed as suggesting that any member of
the class is entitled to recover, or will recover, any amount in
the action.
The General Partner believes the allegations are totally without
merit and intends to 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 2. Changes in Securities
There were no changes in securities during the first quarter of
1997.
Item 3. Defaults Upon Senior Securities
There were no defaults upon senior securities during the first
quarter of 1997.
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 first quarter of 1997.
Item 5. Other information
Item 6. Exhibits and Reports on Form 8-K
(a) There are no exhibits to this report.
(b) There were no Reports on Form 8-K filed during the first
quarter of 1997.
26
JOHN HANCOCK REALTY INCOME FUND LIMITED PARTNERSHIP
(A Massachusetts Limited Partnership)
Signatures
----------
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this Report to be signed on its behalf by the
undersigned, thereunto duly authorized, on the 15th day of May, 1997.
John Hancock Realty Income Fund
Limited Partnership
By: John Hancock Realty Equities, Inc.,
General Partner
By: WILLIAM M. FITZGERALD
--------------------------------
William M. Fitzgerald, President
By: RICHARD E. FRANK
--------------------------------
Richard E. Frank, Treasurer
(Chief Accounting Officer)
27