FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 or 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 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
INDEX
PART I: FINANCIAL INFORMATION PAGE
Item 1 - Financial Statements:
Balance Sheets at June 30, 1997 and
December 31, 1996 3
Statements of Operations for the Three and Six
Months Ended June 30, 1997 and 1996 4
Statements of Partners' Equity for the
Six Months Ended June 30, 1997 and
for the Year Ended December 31, 1996 5
Statements of Cash Flows for the Six
Months Ended June 30, 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
June 30, December 31,
1997 1996
---- ----
Cash and cash equivalents $1,977,273 $2,197,847
Restricted cash 61,765 59,132
Other assets 192,369 78,999
Property held for sale 2,678,599 2,678,599
Deferred expenses, net of accumulated
amortization of $421,255 in 1997 and
$361,132 in 1996 415,575 384,808
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 (4,552,146) (4,214,134)
---------- ----------
19,637,793 19,975,805
---------- ----------
Total assets $24,963,374 $25,375,190
============ ============
LIABILITIES AND PARTNERS' EQUITY
Liabilities:
Accounts payable and accrued expenses $289,726 $340,087
Accounts payable to affiliates 145,408 108,961
------- -------
Total liabilities 435,134 449,048
Partners' equity/(deficit):
General Partner's deficit (234,823) (230,844)
Limited Partners' equity 24,763,063 25,156,986
---------- ----------
Total partners' equity 24,528,240 24,926,142
---------- ----------
Total liabilities and partners' equity $24,963,374 $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 Six Months Ended
June 30, June 30,
1997 1996 1997 1996
---- ---- ---- ----
Income:
Rental income $741,803 $612,249 $1,442,396 $1,268,284
Interest income 21,276 33,217 43,802 115,175
--------- -------- ---------- ----------
Total income 763,079 645,466 1,486,198 1,383,459
Expenses:
Depreciation 164,929 195,669 338,012 391,338
General and administrative expenses 76,956 52,694 206,610 107,892
Property operating expenses 115,578 102,467 199,214 192,695
Amortization of deferred expenses 30,804 42,293 60,123 81,185
Management fee 18,869 18,903 37,772 38,813
Property write-down - 660,000 - 660,000
--------- --------- ---------- ----------
Total expenses 407,136 1,072,026 841,731 1,471,923
--------- --------- ---------- ----------
Net income/(loss) $355,943 ($426,560) $644,467 ($88,464)
========= ========= ========== ==========
Allocation of net income/(loss):
General Partner $3,560 ($4,266) $6,445 ($885)
John Hancock Limited Partner (12,291) (17,348) (24,582) (34,696)
Investors 364,674 (404,946) 662,604 (52,883)
--------- --------- ---------- ----------
$355,943 ($426,560) $644,467 ($88,464)
========= ========= ========== ==========
Net income/(loss) per Unit $3.98 ($4.42) $7.23 ($0.58)
========= ========= ========== ==========
See Notes to Financial Statements
4
JOHN HANCOCK REALTY INCOME FUND LIMITED PARTNERSHIP
(A Massachusetts Limited Partnership)
STATEMENTS OF PARTNERS' EQUITY
(Unaudited)
Six Months Ended June 30, 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 (10,424) (1,031,945) (1,042,369)
Add: Net income 6,445 638,022 644,467
-------- --------- ----------
Partners' equity/(deficit) at June 30, 1997
91,647 Units outstanding) ($234,823) $24,763,063 $24,528,240
======== ========== ===========
See Notes to Financial Statements
5
JOHN HANCOCK REALTY INCOME FUND LIMITED PARTNERSHIP
(A Massachusetts Limited Partnership)
STATEMENTS OF CASH FLOWS
(Unaudited)
Six Months Ended
June 30,
1997 1996
---- -----
Operating activities:
Net income/(loss) $644,467 ($88,464)
Adjustments to reconcile net income/(loss) to net
cash provided by operating activities:
Depreciation 338,012 391,338
Amortization of deferred expenses 60,123 81,185
Property write-down - 660,000
--------- ---------
1,042,602 1,044,059
Changes in operating assets and liabilities:
Increase in restricted cash (2,633) (7,434)
(Increase)/decrease in other assets (113,370) 33,003
(Decrease)/increase in accounts payable
and accrued expenses (50,361) 14,836
Increase/(decrease) in accounts payable
to affiliates 36,447 (973)
--------- ---------
Net cash provided by operating activities 912,685 1,083,491
Investing activities:
Increase in deferred expenses (90,890) (189,429)
--------- ---------
Net cash used in investing activities (90,890) (189,429)
Financing activities:
Cash distributed to Partners (1,042,369) (6,443,061)
--------- ---------
Net cash used in financing activities (1,042,369) (6,443,061)
--------- ---------
Net decrease in cash and cash
equivalents (220,574) (5,548,999)
Cash and cash equivalents at
beginning of year 2,197,847 8,397,420
--------- ---------
Cash and cash equivalents at
end of period $1,977,273 $2,848,421
========== ==========
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 June 30, 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 4,016 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 six month period ended June 30, 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 Sheets at June 30, 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.
8
JOHN HANCOCK REALTY INCOME FUND LIMITED PARTNERSHIP
(A Massachusetts Limited Partnership)
NOTES TO FINANCIAL STATEMENTS (continued)
(Unaudited)
2. Significant Accounting Policies (continued)
-------------------------------------------
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/(loss) per Unit for the periods hereof are computed by
dividing the Investors' share of net income/(loss) 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.
10
JOHN HANCOCK REALTY INCOME FUND LIMITED PARTNERSHIP
(A Massachusetts Limited Partnership)
NOTES TO FINANCIAL STATEMENTS (continued)
(Unaudited)
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.
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:
June 30, 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 Sheets at June 30, 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.
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 June 30, 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. $10,707 $21,415
$447,795 of tenant improvements. These amounts
are amortized over the terms of the leases to which
they relate. 239,716 187,716
$274,541 of lease commissions. These amounts
are amortized over the terms of the leases to which
they relate. 165,152 175,677
--------- ---------
$415,575 $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:
Six Months Ended
June 30,
1997 1996
----- -----
Reimbursement for operating expenses $162,973 $84,347
Partnership management fee expense 37,772 38,813
-------- --------
$200,745 $123,160
======== ========
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 an
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
six months ended June 30, 1997 and 1996 were $38,173 and $0,
respectively, representing the Partnership's share of costs incurred
by the General Partner and its Affiliates relating to the class action
complaint. As of June 30, 1997, the Partnership has incurred a total
of $79,648 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 with respect to 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/(loss) reported on the Statements
of Operations to the net income reported for federal income tax
purposes is as follows:
Six Months Ended
June 30,
1997 1996
---- ----
Net income/(loss) per Statements of Operations $644,467 ($88,464)
Add/(deduct): Excess of tax depreciation
over book depreciation (94,766) (38,189)
Excess of book amortization
over tax amortization 8,093 46,014
Reduction of property's
carrying value - 660,000
--------- ---------
Net income for federal income tax purposes $557,794 $579,361
========= =========
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.
The Partnership has incurred an aggregate of approximately $200,000 in
legal expenses in connection with the class action lawsuit (see Part
II, Item 1 of this Report). Of this amount, approximately $120,000
relates to the Partnership's own defense and approximately $80,000
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 can not estimate the
aggregate amount of legal expenses and indemnification claims to be
incurred and their impact 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.
Forward-looking Statements
- --------------------------
In addition to historical information, certain statements contained herein
contain forward-looking statements within the meaning of Section 27A of the
Securities Act of 1933, as amended, and Section 21E of the Securities
Exchange Act of 1934, as amended. Those statements appear in a number of
places in this Report and include statements regarding the intent, belief
or expectations of the General Partner with respect to, among other things,
the prospective sale of Partnership properties, actions that would be taken
in the event of lack of liquidity, anticipated leasing costs, repair and
maintenance expenses, distributions to the General Partner and to
Investors, the possible effects of tenants' vacating space at Partnership
properties, the absorption of existing retail space in certain geographical
areas, and the impact of inflation.
Forward-looking statements involve numerous known and unknown risks and
uncertainties, and they are not guarantees of future performance. The
following factors, among others, could cause actual results or performance
of the Partnership and future events to differ materially from those
expressed or implied in the forward-looking statements: general economic
and business conditions; any and all general risks of real estate
ownership, including without limitation adverse changes in general economic
conditions and adverse local conditions, the fluctuation of rental income
from properties, changes in property taxes, utility costs or maintenance
costs and insurance, fluctuations of real estate values, competition for
tenants, uncertainties about whether real estate sales under contract will
close; the ability of the Partnership to sell its properties; and other
factors detailed from time to time in the filings with the Securities and
Exchange Commission.
Readers are cautioned not to place undue reliance on forward-looking
statements, which reflect the General Partner's analysis only as of the
date hereof. The Partnership assumes no obligation to update forward-
looking statements. [See also the Partnership's reports to be filed from
time to time with the Securities and Exchange Commission pursuant to the
Securities Exchange Act of 1934, as amended.]
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
- -------------------------------
At June 30, 1997, the Partnership had $1,977,273 in cash and cash
equivalents and $61,765 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 six months ended June 30, 1997, cash from working capital
reserves in the amount of $90,890 was used for the payment of leasing costs
incurred at the Carnegie Center and Crossroads Square properties. The
General Partner estimates that the Partnership will incur approximately
$372,000 of additional leasing costs at its properties during the remainder
of 1997. Of this amount, approximately $298,000 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 six months ended June 30, 1997, approximately $24,000 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 additional non-recurring repair
and maintenance expenses of approximately $124,000 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.
Cash in the amount of $1,042,369, generated from the Partnership's
operations, was distributed to the General Partner and Investors during the
six months ended June 30, 1997. The General Partner anticipates that the
Partnership will be able to make comparable distributions during the
remainder of 1997.
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 Partnership has incurred an aggregate of approximately $200,000 in
legal expenses in connection with the class action lawsuit (see Part II,
Item 1 of this Report). Of this amount, approximately $120,000 relates to
the Partnership's own defense and approximately $80,000 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 or 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.
The following table summarizes the leasing activity and occupancy status at
the Partnership's properties during the six months ended June 30, 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% 2% 4% 0%
Lease Renewals 0% 0% 1% 18% 0%
Leases Expired (1) 0% 7% 0% 0% 2%
Occupancy at
June 30, 1997 100% 63% 95% 68% 98%
==== === === === ===
Leases Scheduled to
Expire, Balance of 1997 0% 0% 6% 0% 3%
=== === === === ===
Leases Scheduled to
Commence, Balance of 1997 0% 0% 0% 5% 0%
=== === === === ===
(1) Includes lease terminated by the General Partner for non-payment of
rent.
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)
- -------------------------------------------
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. On June 18,
1997, the General Partner entered into a Purchase and Sale Agreement (the
"Agreement") on behalf of the Partnership for the sale of 1300 North
Dutton Avenue property to a non-affiliated buyer for a gross sales price of
$2,828,000. On July 1, 1997, the board of directors of the General Partner
approved the sale of the 1300 North Dutton Avenue property pursuant to the
terms of the Agreement. The sale is subject to certain conditions which,
if not satisfied prior to the scheduled date of sale, may result in the
termination of the Agreement. If this potential transaction does not
result in the sale of the property, then the General Partner will resume
its efforts to locate another buyer for the property.
During the second quarter of 1997, the anchor tenant at the Crossroads
Square property that occupies 49% of the property under a lease that is
scheduled to expire in August 2010 informed the General Partner of its
intention to vacate its space during the second half of 1998. As a result,
the General Partner has commenced efforts to find a replacement tenant for
the space. The General Partner does not believe that this situation will
have a materially adverse effect on the Partnership's liquidity.
One tenant at the Crossroads Square property has a clause in its lease that
may be exercisable if the anchor tenant described above ceases to operate
at the property and a replacement tenant is not secured. Such clause
provides that the tenant may i) reduce rental payments to the lesser of the
fixed monthly rent or 2% of gross receipts if the anchor ceases to operate
for 180 days, and ii) terminate lease obligations if the cessation of
operations continues for an additional six months and a substitute tenant
has not been provided. This tenant occupies approximately 10,500 square
feet, or 6% of the property, under a lease that is scheduled to expire in
July 2005. The General Partner does not believe that any reduction in
rental payments or any possible lease termination that may result from the
anchor tenant vacating the property will have a materially adverse affect
on the Partnership's liquidity.
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 favorable real estate market conditions in the area where
Crossroads Square is located at that time, 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 past and present 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 is 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 but
percentage rent payments have not been received because the tenant, having
vacated its space, has 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.
Another tenant at the Warner Plaza property, with a lease for approximately
6,150 square feet, or 7% of the property, filed for bankruptcy protection
under Chapter 11 of the U.S. Bankruptcy Code in June 1997. During May
1997, this tenant discontinued satisfying its rental obligations. As of
the date hereof, this tenant has recommenced paying rent, but remains two
months in arrears on past due rental obligations. The General Partner will
pursue full collection of this past due rental amount and any future rental
obligations not met by this tenant.
Effective November 1996, the amount of space occupied by the anchor tenant
at the Marlboro Square property 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, due to
declining market conditions in the area where the property is located, 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 was delinquent in
rental payments due since December 1996. As a result, the General Partner
terminated the tenant's lease effective February 28, 1997. On July 15,
1997, the General Partner reached a settlement agreement with the former
tenant whereby the Partnership agreed to release the former tenant from all
past due and future rental obligations in exchange for a one-time payment
of $16,000, the amount of which has been received. The General Partner
continues to actively seek a replacement tenant for this space.
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 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 the amount
of available retail space in the area. This increase in retail space is
primarily due to a new retail development near to the Marlboro Square
property which commenced operations during August 1996 and the departure of
a major tenant which occupied 60,000 square feet at a property near to
Marlboro Square. 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 June 30, 1997, and as of the date
hereof, is 68%. During the first six months of 1997 the General Partner
secured leases with three new tenants to occupy, in the aggregate,
approximately 11,200 square feet, or 9% of the property. The General
Partner anticipates that the Partnership will incur approximately $39,500
in leasing costs in connection with these three new leases. In addition, a
tenant occupying approximately 19,500 square feet, or 15% of the property,
and whose lease was scheduled to expire in August 1998, extended the term
of its lease through July 2004. The General Partner also secured a lease
renewal with a tenant occupying approximately 3,600 square feet, or 3% of
the property, and, whose lease was scheduled to expire in June 1997,
through June 2000.
The Cincinnati industrial real estate market, where Carnegie Center is
located, 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.
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 was estimated to be approximately
$5,600,000. The carrying value of the Warner Plaza property 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
were expected to exceed its carrying value and, therefore, that a write-
down in value was not required. The Partnership's cumulative investment in
the property, before accumulated depreciation and write-downs, is
approximately $7,925,000.
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)
Liquidity and Capital Resources (continued)
- -------------------------------------------
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 Partnership's other properties as of December
31, 1996 and, therefore, no additional write-downs were recorded.
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 $644,467 for the six months ended
June 30, 1997 as compared to a net loss of $88,464 for the same period in
1996. Included in the results for the period in 1996 was a $660,000 write-
down in the value of the Marlboro Square property. Excluding this amount
net income increased by 13% between periods primarily due to increases in
the performance at the 1300 North Dutton Avenue, Crossroads Square, and
Carnegie Center properties. These increases were partially offset by 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 at
the Warner Plaza and Marlboro Square properties.
Average occupancy for the Partnership's investments was as follows:
Six Months Ended
June 30,
1997 1996
---- -----
1300 North Dutton Avenue Office Complex 100% 0%
Marlboro Square Shopping Center 66% 76%
Crossroads Square Shopping Center 94% 94%
Carnegie Center Office/Warehouse 67% 59%
Warner Plaza Shopping Center 99% 100%
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)
- ---------------------------------
Rental income for the six months ended June 30, 1997 increased by $174,112,
or 14%, as compared to the same period in 1996. This increase is primarily
due to an increase in rental income at the 1300 North Dutton Avenue
property. In addition, increases in rental income at the Carnegie Center
and Crossroads Square properties were 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 primarily because a tenant that
was delinquent in making its rental payments during the first six months of
1996 made its scheduled payments, as well as its past due payments, during
the first six months of 1997.
These increases were partially offset by decreases in rental income at the
Warner Plaza and Marlboro Square properties. Rental income decreased at
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 Warner Plaza declined further due to
the nonpayment of two month's rent by a tenant that filed for bankruptcy,
as described above. Rental income at Marlboro Square decreased by 27%
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.
Interest income for the six months ended June 30, 1997 decreased by
$71,373, or 62%, 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 as a result of a decrease in the amount of such reserves.
Depreciation expense for the six months ended June 30, 1997 decreased by
$53,326, or 14%, as compared to the same period in 1996. This decrease is
primarily due to the reclassification of 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. In addition, depreciation expense declined further between periods
due to the write-down of Carnegie Center's carrying value at December 31,
1996.
General and administrative expenses for the six months ended June 30, 1997
increased by $98,718, or 91%, 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.
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)
Results of Operations (continued)
- ---------------------------------
Amortization of deferred expenses for the six months ended June 30, 1997
decreased by $21,062, or 26%, 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 now included in the property's carrying value, and are being
depreciated during 1997. This decrease was partially offset by the
amortization of the leasing costs incurred in connection with new leases at
the Crossroads Square property in 1996 and 1997, and at the Carnegie Center
property in 1997.
The General Partner believes that inflation has had no significant impact
on the Partnership's operations during the six months ended June 30, 1997,
and the General Partner anticipates that inflation will not have a
significant impact during the remainder of 1997.
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
- ---------
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:
Six Months Ended
June 30,
1997 1996
---- ----
Net cash provided by operating activities (a) $912,685 $1,083,491
Net change in operating assets and liabilities (a) 129,917 (39,432)
--------- ----------
Cash provided by operations (a) 1,042,602 1,044,059
Increase in working capital reserves (1,159) -
Add: Accrual basis Partnership
management fee 37,772 38,813
--------- ----------
Cash from Operations (b) 1,079,215 1,082,872
Decrease in working capital reserves - 26,082
Less: Accrual basis Partnership
management fee (37,772) (38,813)
--------- ----------
Distributable Cash from Operations (b) $1,041,443 $1,070,141
========= ==========
Allocation to General Partner $10,414 $10,701
Allocation to John Hancock Limited Partner - -
Allocation to Investors 1,031,029 1,059,440
--------- ---------
Distributable Cash from Operations (b) $1,041,443 $1,070,141
========= =========
(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 third quarter of 1997, the Partnership will make a distribution
of Distributable Cash from Operations to the Investors in the amount of
$515,972. This amount represents a 5% annualized return on Investors'
remaining Invested Capital.
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 two quarters of 1997 will
be comparable to that generated during the second 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 second quarter of
1997.
Item 3. Defaults Upon Senior Securities
There were no defaults upon senior securities during the second
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 second 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 second
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 14th day of August, 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)