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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-K/A
(Mark One)
[ X ] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF
THE SECURITIES EXCHANGE ACT OF 1934 (FEE REQUIRED).
For the fiscal year ended DECEMBER 31, 1996.
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF
THE SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED).
For the transition period from to
WHITEHALL INCOME FUND-86
(Exact name of registrant as specified in its charter)
33-3377 LA
(Commission File Number)
California 86-053325
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
6418 E. TANQUE VERDE, SUITE 105, TUCSON, AZ 85715
(Address of principal executive offices) (zip code)
Registrant's telephone number, including area code (602)750-0500
Securities registered pursuant to Section 12(b) of the Act:
NONE
Securities registered pursuant to Section 12(g) of the Act:
Title of Class
LIMITED PARTNERSHIP INTERESTS
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months or (for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes X No
As of December 31, 1996, all shares of registrants's Limited Partnership
interest were outstanding and held by non-affiliates (the officers, directors
and general partner of the registrant, and owners of over 10% of the
registrant's common stock, are considered affiliates for purposes of this
calculation).
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WHITEHALL INCOME FUND - 86
FORM 10-K
TABLE OF CONTENTS
PART I
ITEM 1. BUSINESS
ITEM 2. PROPERTIES
ITEM 3. LEGAL PROCEEDINGS
ITEM 4. SUBMISSION OF MATTERS TO A VOTE
OF SECURITY HOLDERS
PART II
ITEM 5. MARKET FOR THE REGISTRANT'S COMMON
STOCK AND RELATED SECURITY HOLDER MATTERS
ITEM 6. SELECTED FINANCIAL DATA
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH
ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
DISCLOSURES
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE
REGISTRANT
ITEM 11. EXECUTIVE COMPENSATION
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
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ITEM 1. BUSINESS
GENERAL
Whitehall Income Fund-86 Limited (the "Registrant" or the "Partnership") is a
limited partnership formed in 1985 under the Limited Partnership Act of the
State of California to acquire, improve, operate and hold for investment income
producing real property. The Partnership's purpose is to purchase Properties and
to own and operate the Properties for a period of five to ten years. Currently,
the Partnership employs approximately 9 individuals.
The Registrant has acquired two self storage facilities, a shopping center and
two office buildings for a total cost of $5,876,388 as further described in Item
2.
COMPETITION AND MARKET CONDITIONS
Occupancy rates and the Partnership's ability to maintain or increase rental
rates are affected by numerous factors. These include seasonal demand and
economic conditions. In seeking tenants, the Partnership relies on both internal
and external sources for its properties. Long-term leases with established
tenants for the Pan American Office Building and The Original Honey Baked Ham
Store and McRae Square Shopping Center have provided steady rental rates and
cash flow from operations. The self storage facilities, Capitol and Tanque
Verde, continue to maintain occupancy levels exceeding 95% and 85%,
respectively.
ITEM 2. PROPERTIES
The Registrant owns five income producing real properties as described below.
MCRAE SQUARE SHOPPING CENTER
On December 30, 1986, the Partnership purchased, from an unaffiliated third
party, the commercial income project known as McRae Square Shopping Center (the
"Shopping Center") located in the southeastern area of Georgia in McRae for a
total of $793,840. The building has a cost basis of $734,611 and the land was
allocated a cost of $59,229 based upon an independent appraisal dated March
1986. The Shopping Center is located directly across the street from the local
Winn Dixie Shopping Center on U.S. Highway 341-Oak Street, one of the primary
traffic arteries in the area. The Shopping Center is approximately two acres in
size and encompasses approximately 12,630 square feet of leasable area with room
for expansion. The Shopping Center was completed in December of 1985 and
commenced operation on December 31, 1985.
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The Shopping Center's current tenants include Rite Aid Drug, the drugstore chain
subsidiary of Rite Aid Corporation. Another major tenant is Family Dollar
Stores, Inc., a discount variety store. Family Dollar Store's initial lease term
expired during December 31, 1994, with six (6) five-year options; Rite Aid
Drug's initial lease term expired May 25, 1995, with four (4) five-year options.
Each tenant has exercised its first option for a period of five (5) years.
Family Dollar's annual base rent is $26,000; Rite Aid's $48,067.50, with no
change during the first option period.
The Partnership, under the terms of the Shopping Center leases and options, is
entitled to receive as additional rental, subject to certain offsets, percentage
rental participation of two percent (2%) to two and one-half percent (2.5%) of
annual gross sales, above certain sales levels.
The Shopping Center is directly across the highway from the Winn Dixie Shopping
Center which contains two department stores similar to the Family Dollar and
Rite Aid Drug. There are retail shopping areas in Helens, .5 miles to the west
and in McRae .3 miles east, which contain two drug stores. These retail
establishments compete with the establishments which are lessees of the McRae
Square Shopping Center.
Rental income for the Shopping Center was $79,886, $78,396 and $87,568 for 1996,
1995 and 1994, respectively. Operating expenses for the same years were $39,547,
$43,177 and $42,992 respectively. The rental income increase for 1994 reflected
collection of $14,376 from Rite Aid for reimbursement of their share of real
estate taxes and general insurance for previous years.
As of December 31, 1996 the Shopping Center is 100% occupied.
The Partnership paid to, in prior years, an affiliate of the General Partner an
acquisition fee of $44,000 for its efforts in the negotiation, execution and
purchase of the Shopping Center.
The property was unencumbered as of December 31, 1996.
TANQUE VERDE SELF STORAGE
On March 31, 1987, the Partnership acquired the Tanque Verde/Kolb Self Storage
facility (the "Property") in Tucson, Arizona. The original purchase price of the
Property was $1,945,000 plus legal, title, and recording fees of $17,140. Of the
original purchase price, $194,031 was allocated to land and $1,768,109 to the
building, based upon an independent appraisal. The Property is located on a
parcel of land comprising approximately 60,209 square feet, which consists of
approximately 43,200 square feet of self-storage facilities, approximately 950
square feet of
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office/residence space, and approximately 16,059 square feet of non-rentable
space.
The Property was completed in December 1984, and commenced operations during
that month. There are 875 self-storage units within the Property. One hundred
twenty-eight (14.6%) are 4'x5'x9' units, 110 (12.6%) are 3'x4' units and 90
(10.3%) are 5'x12' units. The remainder of the units vary in size from 4'x4' to
11'x18'.
Monthly rents vary from $22.00 to $172.00 per unit. The Property is over 90%
occupied.
There are four self-storage facilities in the eastern Tucson, Arizona area which
are in direct competition with the Property. They currently have occupancy
ranges of approximately 90% to 95%, with rents substantially similar to the
those charged by the Partnership.
The Property has a $1,000,000 note payable which is collateralized by the
Property's real and personal property. The note calls for interest adjusted
semi-annually to 3.5% above the coupon rate with a maximum rate of 16.65% and
minimum of 9.66%. Monthly principal and interest payments of $8,528 are due
until the interest rate is adjusted then the monthly installment will be
adjusted accordingly. The entire unpaid balance is due September 1999. The
outstanding balance on this note at December 31, 1996 was $940,714.
Rental income from the Property was $366,560, $374,824 and $354,097 for 1996,
1995 and 1994, respectively. Operating expenses for the same years were
$306,377, $324,237 and $373,034, respectively. Rental income increased based on
rental rate increases in July of 1995; while, expenses decreased due to no
capital expenditures being required at the facility.
The Partnership paid, in prior years, an affiliate of the General Partner an
acquisition fee of $144,900 for its efforts in negotiations and purchase of the
facility.
CAPITOL SELF STORAGE
On December 19, 1995, the Partnership exchanged Athens Self Storage for Capitol
Self Storage, a 43,890 square foot storage facility on 1.5 acres in Tucson,
Arizona. The purchase price was $1,925,000 which was accounted for in a tax-free
exchange whereby the land, building and improvements were recorded at
$1,725,108. The property consists of 471 storage units and 43 parking spaces.
The storage buildings are built of block with metal roofs, with perimeter
fencing and electronic gates with touch pads. The driveway areas are of both
asphalt and concrete. The managers are a husband and wife who reside at the
apartment on site.
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The facility, built in 1984 has maintained an occupancy of 85% to 95% over the
past three years, as have the four area facilities which are in direct
competition with Capitol. Partnership rate ranges are similar to those of the
competing facilities. Located on a main east-west thoroughfare with a traffic
count of 30,000 per day, the facility attracts customers from a heavy
concentration of apartments in the area, winter visitors and a military base.
Occupancy rates were over 85% and rental income from Capitol Self Storage was
$269,112 for 1996. Operating expenses for the same year were $259,841. Rental
income and operating expenses for 1995 were immaterial.
The property is held as collateral for a mortgage of $1,250,000 with an
outstanding balance of $1,237,265 as of December 31, 1996.
PAN AMERICAN OFFICE BUILDING
The office building is 16,315 square feet on a 1.39 acre tract of land (the "Pan
Am Plaza") in Edinburgh, Texas. The Pan Am Plaza is fully occupied by the
Department of Human Resources of the State of Texas on a five year
noncancellable lease with annual increases. The lease was renewed in August of
1993 for a five-year period and also contains options for future renewal. The
original lease commenced on September 9, 1988.
The office building was built specifically for the State of Texas to meet all
its requirements and includes all systems as dictated by the State of Texas.
Rental revenue for the Pan Am Plaza was $83,064, $82,446 and $81,906 for 1996,
1995 and 1994, respectively. Operating expenses for the same years were $42,358,
$42,423 and $40,097 respectively. Operating expenses include a five percent (5%)
management fee and depreciation of approximately $14,000 annually.
The Pan Am Plaza is held by a public partnership whose books are audited
annually by an outside accounting firm which results are reported to the
Securities and Exchange Commission.
THE RAX/HONEY BAKED HAM IN LOUISIANA
On December 29, 1988, the Partnership purchased land and a 3,500 square foot
building in Gretna, Louisiana for a purchase price of $600,000. The building's
cost basis is $455,072 (including improvements totaling $5,072 made subsequent
to acquisition) and the land cost is $150,000. During 1991, The Original Honey
Baked Ham Co. of Georgia signed a three year lease providing for monthly
payments of $3,000. On July 30, 1993, The Original Honey Baked Ham Co. of
Georgia signed a First Amendment to the Lease adding an
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additional option period of two years commencing on January 1, 1994 and ending
on December 31, 1995 for $36,000 per year. The amendment also provided the
lessee with three options to extend the lease for additional five year terms,
which the tenant did not exercise for 1996. However, the tenant did extend the
lease for a one-year period at the same rate commencing January 1, 1996 and
ending December 31, 1996. The lessee extended its lease for two years commencing
January 1, 1997 and ending December 31, 1998 at an annual rental rate of
$37,800.
Rental revenue for this property was $36,000, $36,150 and $38,112 for 1996, 1995
and 1994, respectively. Operating expenses for the same years were $18,628,
$30,897 and $21,111, respectively.
The property was not held as collateral for any mortgages outstanding as of
December 31, 1996.
ATHENS SELF STORAGE
On May 23, 1988, the Partnership purchased a self-storage facility ("Athens Self
Storage") in Athens, Georgia for a purchase price of $1,132,974. Of the original
purchase price, $862,974 was allocated to the building and $270,000 was
allocated to the land. The Athens Self Storage is comprised of a 3.4 acre parcel
of land and mini storage warehouse, which is a 31,630 square foot storage
facility. The property was subject to a first mortgage for $643,872 and the
mortgage was paid in full in 1989.
During 1990, the Partnership signed a $575,000 note payable to obtain funds to
assist in expanding the Athens facility. In connection with this note, the
Partnership acquired additional land for approximately $73,000. The note
required monthly principal and interest installments of $6,717 through November
1995, at which time the interest was adjusted to prime plus 1.5% and monthly
principal and interest payments were based on a ten year amortization period.
The remaining balance of the note was due November 2000.
Rental income from Athens Self Storage was $175,319 and $231,611 for 1995 and
1994, respectively. Operating expenses for the same years were $169,036 and
$206,634 respectively.
The Athens Self Storage was exchanged for a larger storage facility in Tucson,
Arizona on December 19, 1995 at a difference of $535,000. The exchange property,
known as Capitol Self Storage, was acquired with a debt of $1,250,000 payable in
monthly installments of principal and interest of $10,490 at nine percent
(9%) annually, amortized over a twenty-five (25) year period with a ten (10)
year balloon payment.
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ORACLE OFFICE PLAZA IN TUCSON, ARIZONA
On November 29, 1993 the Partnership acquired a 50% undivided preferential
interest in an office building ("Oracle") in Tucson, Arizona for $300,000.
The Partnership's investment is accounted for under the equity method. The
Partnership is entitled to an annual return of 10% of its original investment.
If the available net cash flow from the property is insufficient to pay the
preferred return, 5600 N. Oracle Group, LLC ("5600"), the holder of the
remaining undivided 50% interest, must contribute additional capital to pay the
remainder. In the event the net cash flow exceeds the preferred return, the
excess will be distributed first to "5600" until they have received
distributions equal to the Partnership's preferred return and thereafter in
accordance with the ownership percentages.
Operating deficits, if any, will be funded by "5600" during the ownership of the
property. A preferred return of $44,715, which is collected in monthly payments
of $2,500, was received in 1995. A preferred return of $12,500, which was
collected in monthly payments of $2,500, was received for the months of January
through May of 1996.
The property incorporates three separate buildings, consisting of 6,800, 12,000
and 6,000 square feet, comprising approximately 2 acres located in the northwest
region of Tucson, Arizona.
The Partnership sold its undivided 50% interest to the other 50% holder in
interest on June 15, 1996 for $246,473. Selling expenses were $29,276.
ITEM 3. LEGAL PROCEEDINGS
None
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
The Registrant did not solicit proxies and the Directors/Officers, as previously
reported to the Commission, was re-elected in its entirety.
ITEM 5. MARKET FOR THE REGISTRANT'S COMMON STOCK AND RELATED
SECURITY HOLDER MATTERS
There has not been a public market and it is not anticipated that a public
market for Limited Partnership Interests will develop.
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As of December 31, 1996 the number of holders of record of Limited Partnership
Interests of the Registrant was 741.
ITEM 6. SELECTED FINANCIAL DATA
The following table sets forth selected operations data with respect to the
Partnership for each of the five years in the period ended December 31, 1996:
<TABLE>
<CAPTION>
For the Years Ending December 31,
---------------------------------
1996 1995 1994 1993 1992
<S> <C> <C> <C> <C> <C>
TOTAL RENTAL REVENUES $ 834,622 $ 755,653 $ 793,294 $ 785,080 $ 784,936
RENTAL REVENUES LESS
RENTAL OPERATING EXPENSES 137,806 98,439 159,947 65,779 (66,381)
INTEREST INCOME 46,581 44,629 3,741 7,143 --
ADMINISTRATION EXPENSES 115,386 100,347 45,651 42,125 26,590
ABORTED PROJECTS -- -- -- -- --
NET INCOME (LOSS) (8,171) (237,018) (46,799) (105,083) (130,407)
NET INCOME (LOSS) PER (.68) (19.86) (3.92) (8.81) (10.93)
LIMITED PARTNER
UNITS
DISTRIBUTIONS TO 83,524 41,762 125,286 41,762 119,320
LIMITED PARTNERS
DISTRIBUTIONS TO
LIMITED PARTNERS
PER LIMITED
PARTNER UNIT 7.00 3.50 10.50 3.50 10.00
WEIGHTED AVERAGE
NUMBER OF LIMITED
PARTNER UNITS 11,932 11,932 11,932 11,932 11,932
INVESTMENT PROPERTIES 4,550,355 4,681,517 4,212,531 4,405,677 5,103,654
TOTAL ASSETS 5,504,864 5,638,286 4,812,790 5,073,511 5,257,950
LONG-TERM
OBLIGATIONS 2,509,922 2,537,422 1,464,792 1,494,373 1,522,904
NUMBER OF PROPERTIES
OWNED 5 6 6 6 6
</TABLE>
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ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
A real estate limited partnership passes through four phases during its life
cycle. These phases are:
1. Sale of limited partnership interests (equity-raising).
2. Acquisition of income producing property and property
management.
3. Management of acquired property.
4. Sale of appreciated property.
The partnership is currently entering the sale of appreciated property phase of
its life cycle.
RESULTS OF OPERATIONS
The Partnership commenced its operations January 1, 1987 with the acquisition of
McRae Shopping Center in McRae, Georgia. Since that time, the Partnership has
acquired five additional income producing properties. As of December 31, 1996,
the Partnership has distributed $2,028,446 to the Limited Partners and $28,369
to the General Partner.
Revenues for the year ended December 31, 1996 increased by $156,155 over the
year ended December 31, 1995. The increase in revenue was primarily due to the
increase in rental revenue resulting from the exchange of Athens Self Storage
with Capitol Self Storage and the gain on the sale of the investment in the
Oracle Office Building.
Revenues for the year ended December 31, 1995 decreased by $4,183 from the year
ended December 31, 1994. The decrease was due primarily to a decrease in rental
revenue from Athens Self Storage offset somewhat by an increase in other income.
Expenses for the year ended December 31, 1996 decreased by $72,692 from the year
ended December 31, 1995. The decrease was due primarily to a decrease in
operating expenses resulting from a reduction in management fees incurred in
1995 on the exchange of Athens Self Storage with Capitol Self Storage. The
decrease was offset by an increase in rental operating expenses resulting
primarily from the exchange of Athens Self Storage with Capitol Self Storage.
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Expenses for the year ended December 31, 1995 increased by $186,036 over the
year ended December 31, 1994. The increase was due primarily to increased
management fees incurred on the exchange of Athens Self Storage with Capitol
Self Storage and increased rental operating expenses.
Net loss for the year ended December 31, 1996 improved by $228,847 from the year
ended December 31, 1995 because of the increased revenues and decreased expenses
discussed above.
Net loss for the year ended December 31, 1995 increased by $190,219 from the
year ended December 31, 1994 primarily due to the increase in expenses discussed
above.
LIQUIDITY AND CAPITAL RESOURCES
The cash position of the Partnership and distributions to Limited Partners
should remain constant or increase during 1997 due to the majority of the
proceeds of the offering remaining invested in the income producing real
properties and most of the cash flow from the properties being distributed
quarterly to the Limited Partners. The cash position of the Partnership could
increase in 1997 as a result of the sale of the Oracle property and the prospect
for other sales of real properties.
Net cash provided by operating activities was $35,699 for the year ended
December 31, 1996 compared to ($17,955) for the year ended December 31, 1995.
Net cash provided by investing activities was $196,244 for the year ended
December 31, 1996 and consisted of proceeds from the sale of the investment in
the Oracle Office Building and distributions from the investment offset by
purchases of property and equipment and deposits on rental property. Net cash
used in financing activities was $111,024 for the year ended December 31, 1996
and consisted of distributions to partners and repayments of notes payable
offset by proceeds from notes payable.
Net cash used in operating activities was $17,955 for the year ended December
31, 1995. Net cash provided by investing activities was $155,725 for the year
ended December 31, 1995 and consisted of proceeds from the sale of rental
property and distributions from the investment in the Oracle Office Building
offset by payments for organization and loan closing costs. Net cash used in
financing activities was $67,092 for the year ended December 31, 1995 and
consisted of distributions to partners and payment on notes payable.
Net cash provided by operating activities was $133,815 for the year ended
December 31, 1994. Net cash provided by investing activities
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was $30,000 for the year ended December 31, 1994 and was from distributions from
the investment in the Oracle Office Building. Net cash used in financing
activities was $156,133 for the year ended December 31, 1994 and consisted of
distributions to partners and repayments of notes payable.
The liquidity of the Partnership relies almost entirely on the financial market
fluctuation and availability of funds with regard to lending and investing in
commercial property. Funds appear to be more readily available and therefore may
provide greater liquidity to the Partnership in 1997 through the sale of the
Partnership assets.
The Partnership believes that it has adequate cash reserves to meet working
capital requirements as they arise.
Inflation has historically been a contributing factor to the increase in capital
appreciation of income producing real estate and may continue to be a
contributing factor in the future. The Partnership's intention is to own and
operate the properties for a period of five to ten years. At this time it is not
possible to anticipate what the real estate market and capital appreciation will
be in the future. Currently, the properties are generating sufficient cash flow
to cover their own cash operating expenses.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The Reports of Independent Auditors and the financial statements as set forth on
pages F-1 to F-18 are hereby incorporated herein.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
AND FINANCIAL DISCLOSURES
The Partnership changed accountants to Hein + Associates LLP from BDO Seidman,
with no disagreement, on January 10, 1996. The form 8-K was filed with the
Securities and Exchange Commission on January 11, 1996.
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PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
(a) Neither the Registrant nor W & C Income Company Ltd., its General Partner,
has a Board of Directors.
(b, c, d, & e) The General Partner of the Registrant is W & C Income
Company, Ltd., a California Limited Partnership.
W & C INCOME COMPANY, LTD.: a California Limited Partnership, does not have an
operations history; however, the resources from Whitehall Capital Investment
Group, Inc. have been utilized by the Partnership.
JACK C. WEST: Mr. West, age 48, a Managing Member, has been a private investor
since 1988. From 1986 to 1988, Mr. West was President and Director of Whitehall
Capital Corporation. Before that time Mr. West was Senior Vice President/
National Marketing Director as well as director of the Whitehall Capital
Corporation's Irvine, California offices, in charge of the company's marketing
programs. Prior to joining Whitehall Capital Corporation in 1982, he was active
from 1977 until 1982 as a Senior Account Manager-portfolio management with First
National Corporation, an asset portfolio management corporation.
WHITEHALL CAPITAL INVESTMENT GROUP: The corporation has an interest in over $500
million of income producing real estate projects. Whitehall Capital Investment
Group's investment portfolio includes an interest in over 100 major credit
tenant commercial projects located primarily throughout the Sun Belt States.
(f) No Managing Members of the General Partner were involved with legal
proceedings.
(g) There were no transactions with promoters or control persons.
ITEM 11. EXECUTIVE COMPENSATION
(a, b, c, & d) The Registrant has not paid and does not propose to pay any
compensation or retirement benefits to members of the General Partner.
(e) There were no termination of employment or change of control arrangements
with members of the General Partner.
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ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
(a) No person owns of record or is known by the Registrant to own beneficially
more than 5% of the outstanding Limited Partnership Interests of the Registrant.
(b) W & C Income Company, Ltd. and its members own as a group or individually,
1% of the Limited Partnership Interests of the Registrant.
(c) There were no changes in control or arrangements for changes in control.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Information with respect to certain relationships and related transactions is
incorporated herein by reference to and is set forth in Note 7 of Notes to the
Financial Statements on page F-14 of this Form 10-K.
ITEM 14. EXHIBITS, FINANCIAL STATEMENTS SCHEDULES AND REPORTS ON
FORM 8-K
(a) Financial Statements:
(1) The index to the Financial Statements is included on
F-1 of this report.
(2) Financial Statement Schedules - F-17 through F-19.
(b) Reports on Form 8-K:
The Registrant did file a Form 8-K report during the fiscal
year ended December 31, 1996.
(c) Exhibits required by Item 601 of Regulation S-K:
The Registrant does not have any exhibits attached to
Form 10-K.
(d) Financial Statement Schedules required by Regulation S-X:
All required information is included in the financial
statements or notes thereto.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the Registrant had duly caused this Report to be signed on its
behalf by the undersigned, thereunto duly authorized.
Whitehall Income Fund - 86, A California Limited Partnership
(Registrant)
By W & C Income Company, Ltd.
General Partner of the Registrant
Date:_________________ By: _______________________
Jack C. West
Managing Member
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WHITEHALL INCOME FUND - 86
(A CALIFORNIA LIMITED PARTNERSHIP)
FINANCIAL STATEMENTS
FOR THE YEARS ENDED
DECEMBER 31, 1996, 1995 AND 1994
<PAGE> 17
INDEX TO FINANCIAL STATEMENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
INDEPENDENT AUDITOR'S REPORT - HEIN + ASSOCIATES LLP....................................................... F-2
INDEPENDENT AUDITOR'S REPORT - BDO SEIDMAN................................................................. F-3
BALANCE SHEETS - December 31, 1996 and 1995................................................................ F-4
STATEMENTS OF OPERATIONS - For the Years Ended December 31, 1996, 1995 and 1994............................ F-5
STATEMENT OF CHANGES IN PARTNERS' CAPITAL (DEFICIT) - For the Years Ended December 31, 1996,
1995 and 1994..................................................................................... F-6
STATEMENTS OF CASH FLOWS - For the Years Ended December 31, 1996, 1995 and 1994............................ F-7
NOTES TO FINANCIAL STATEMENTS.............................................................................. F-8
FINANCIAL STATEMENT SCHEDULES:
SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION ................................................... F-16
SCHEDULE IV - MORTGAGE LOANS ON REAL ESTATE................................................................ F-18
</TABLE>
F-1
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INDEPENDENT AUDITOR'S REPORT
The Partners
Whitehall Income Fund - 86
(A California limited partnership)
Tucson, Arizona
We have audited the accompanying balance sheets of Whitehall Income Fund - 86 (a
California limited partnership) as of December 31, 1996 and 1995, and the
related statements of operations, changes in partners' capital (deficit) and
cash flows for the years then ended. These financial statements are the
responsibility of the Partnership's management. Our responsibility is to express
an opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audits to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Whitehall Income Fund - 86 (a
California limited partnership) at December 31, 1996 and 1995, and the results
of its operations and its cash flows for the years then ended in conformity with
generally accepted accounting principles.
Our audits referred to above included audits of the financial statement
schedules listed under Item 14(a)(2). In our opinion, these financial statement
schedules present fairly, in all material respects, in relation to the financial
statements taken as a whole, the information required to be stated therein.
HEIN + ASSOCIATES LLP
Orange, California
February 26, 1997
F-2
<PAGE> 19
REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
To the Partners
Whitehall Income Fund - 86
(A California limited partnership)
Tucson, Arizona
We have audited the accompanying statements of operations, changes in partners'
capital (deficit) and cash flows of Whitehall Income Fund - 86 (a California
limited partnership) for the year ended December 31, 1994. These financial
statements are the responsibility of the Partnership's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.
We conducted our audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the results of operations and cash flows of Whitehall
Income Fund - 86 (a California limited partnership) for the year ended December
31, 1994 in conformity with generally accepted accounting principles.
Atlanta, Georgia
March 3, 1995
/s/ BDO SEIDMAN, LLP
BDO Seidman, LLP
F-3
<PAGE> 20
WHITEHALL INCOME FUND - 86
(A CALIFORNIA LIMITED PARTNERSHIP)
BALANCE SHEETS
<TABLE>
<CAPTION>
DECEMBER 31,
------------------------------
1996 1995
----------- -----------
ASSETS
<S> <C> <C>
Rental properties, net of accumulated depreciation $ 4,550,355 $ 4,681,517
Cash and cash equivalents 513,087 392,168
Investment in office building -- 193,132
Accounts receivable 13,461 12,252
Note receivable 346,268 297,138
Organization and loan closing costs, net of accumulated
amortization of $46,396 and $36,010 51,693 62,079
Deposits 30,000 --
----------- -----------
TOTAL ASSETS $ 5,504,864 $ 5,638,286
=========== ===========
LIABILITIES AND PARTNERS' CAPITAL
Notes payable $ 2,509,922 $ 2,537,422
Accounts payable 24,480 16,354
Accrued property taxes 53,073 66,929
Due to general partner 844 31,087
Other liabilities 72,834 50,244
----------- -----------
Total liabilities 2,661,153 2,702,036
COMMITMENTS (Note 6) -- --
PARTNERS' CAPITAL
Limited partners, 11,932 equity units authorized and
outstanding for 1996 and 1995 2,884,218 2,975,831
General partner, 1 equity unit authorized and outstanding for
1996 and 1995 (40,507) (39,581)
----------- -----------
Total partners' capital 2,843,711 2,936,250
----------- -----------
TOTAL LIABILITIES AND PARTNERS' CAPITAL $ 5,504,864 $ 5,638,286
=========== ===========
</TABLE>
SEE ACCOMPANYING NOTES TO THESE FINANCIAL STATEMENTS.
F-4
<PAGE> 21
WHITEHALL INCOME FUND - 86
(A CALIFORNIA LIMITED PARTNERSHIP)
STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
FOR THE YEARS ENDED DECEMBER 31,
---------------------------------------------
1996 1995 1994
--------- ----------- ---------
REVENUES:
<S> <C> <C> <C>
Rental $ 834,622 $ 755,653 $ 793,294
Gain on sale of investment in office building 75,756 -- --
Share of net income of office building -- 3,201 --
Other income 51,212 46,581 16,324
--------- ----------- ---------
Total Revenues 961,590 805,435 809,618
--------- ----------- ---------
EXPENSES:
Rental operating:
Depreciation 153,141 171,912 193,146
Payroll and related taxes 64,373 58,858 60,539
Interest 229,664 183,074 153,156
Other rental operating expenses 110,915 97,330 93,267
Taxes other than payroll 106,455 110,440 84,174
Repairs and maintenance 12,932 19,879 33,618
Advertising 19,336 15,721 15,447
Operating Expenses:
General and administrative 115,386 100,347 45,651
Payroll and related taxes 94,679 210,290 108,581
Professional fees 31,830 46,405 23,581
Amortization 10,386 28,197 10,382
Share of net loss of office building 20,664 -- 34,875
--------- ----------- ---------
Total expenses 969,761 1,042,453 856,417
--------- ----------- ---------
NET LOSS $ (8,171) $ (237,018) $ (46,799)
========= =========== =========
NET LOSS ATTRIBUTED TO:
Limited partners $ (8,089) $ (234,648) $ (46,331)
========= =========== =========
General partner $ (82) $ (2,370) $ (468)
========= =========== =========
NET LOSS PER LIMITED PARTNER UNIT $ (0.68) $ (19.86) $ (3.92)
========= =========== =========
DISTRIBUTIONS PER LIMITED PARTNER UNIT $ 7.00 $ 3.50 $ 10.50
========= =========== =========
WEIGHTED AVERAGE NUMBER OF LIMITED
PARTNER UNITS 11,932 11,932 11,932
========= =========== =========
</TABLE>
SEE ACCOMPANYING NOTES TO THESE FINANCIAL STATEMENTS.
F-5
<PAGE> 22
WHITEHALL INCOME FUND - 86
(A CALIFORNIA LIMITED PARTNERSHIP)
STATEMENT OF CHANGES IN PARTNERS' CAPITAL (DEFICIT)
FOR THE YEARS ENDED DECEMBER 31, 1996, 1995 AND 1994
<TABLE>
<CAPTION>
GENERAL LIMITED
PARTNER PARTNERS TOTAL
-------- ----------- -----------
<S> <C> <C> <C>
BALANCE (DEFICIT), January 1, 1994 $(35,055) $ 3,423,858 $ 3,388,803
Net loss for 1994 (468) (46,331) (46,799)
Capital distributions (1,266) (125,286) (126,552)
-------- ----------- -----------
BALANCE (DEFICIT), December 31, 1994 (36,789) 3,252,241 3,215,452
Net loss for 1995 (2,370) (234,648) (237,018)
Capital distributions (422) (41,762) (42,184)
-------- ----------- -----------
BALANCE (DEFICIT), December 31, 1995 (39,581) 2,975,831 2,936,250
Net loss for 1996 (82) (8,089) (8,171)
Capital Distributions (844) (83,524) (84,368)
-------- ----------- -----------
BALANCE (DEFICIT), December 31, 1996 $(40,507) $ 2,884,218 $ 2,843,711
======== =========== ===========
</TABLE>
SEE ACCOMPANYING NOTES TO THESE FINANCIAL STATEMENTS.
F-6
<PAGE> 23
WHITEHALL INCOME FUND - 86
(A CALIFORNIA LIMITED PARTNERSHIP)
STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
FOR THE YEARS ENDED DECEMBER 31,
-------------------------------------------
1996 1995 1994
--------- --------- ---------
<S> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $ (8,171) $(237,018) $ (46,799)
Adjustments to reconcile net loss to net cash
provided by (used in) operating activities:
Depreciation and amortization 163,528 202,448 203,528
Share of net (income) loss of office building 20,664 (3,201) 34,875
Gain on sale of investment in office building (75,756) -- --
Changes in assets and liabilities: --
Accounts receivable (1,209) (12,252) --
Note receivable (49,130) -- --
Accounts payable 8,126 7,723 (4,807)
Accrued property taxes (13,856) 4,882 (18,602)
Due to general partner (31,087) 422 (36,864)
Other liabilities 22,590 19,041 2,484
--------- --------- ---------
Net cash provided by (used in)
operating activities 35,699 (17,955) 133,815
--------- --------- ---------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property and equipment (21,979) -- --
Payments for organization and loan closing costs -- (46,152) --
Deposit on rental property (30,000) -- --
Proceeds from sale of rental property -- 160,363 --
Proceeds from sale of investment in office building 235,723 -- --
Distribution from investment in office building 12,500 41,514 30,000
--------- --------- ---------
Net cash provided by investing activities 196,244 155,725 30,000
--------- --------- ---------
CASH FLOWS FROM FINANCING ACTIVITIES:
Distributions to partners (83,524) (42,184) (126,552)
Proceeds from notes payable 113,413 -- --
Repayments of notes payable (140,913) (24,908) (29,581)
--------- --------- ---------
Net cash used in financing activities (111,024) (67,092) (156,133)
--------- --------- ---------
NET INCREASE IN CASH 120,919 70,678 7,682
CASH AND CASH EQUIVALENTS, beginning of year 392,168 321,490 313,808
--------- --------- ---------
CASH AND CASH EQUIVALENTS, end of year $ 513,087 $ 392,168 $ 321,490
========= ========= =========
SUPPLEMENTAL DISCLOSURES OF CASH FLOW
INFORMATION:
Cash paid for interest $ 230,000 $ 183,000 $ 153,000
========= ========= =========
Non-cash Activity:
Financing of note payable with a note
receivable $ -- $ 337,035 $ --
========= ========= =========
Exchange of property and notes payable, net $ -- $ 595,962 $ --
========= ========= =========
</TABLE>
SEE ACCOMPANYING NOTES TO THESE FINANCIAL STATEMENTS.
F-7
<PAGE> 24
WHITEHALL INCOME FUND - 86
(A CALIFORNIA LIMITED PARTNERSHIP)
NOTES TO FINANCIAL STATEMENTS
1. SUMMARY OF ACCOUNTING POLICES:
Nature of Business - Whitehall Income Fund - 86 (the "Partnership") was
organized in the State of California on December 15, 1985 for the purpose
of investing in, holding, developing and managing income producing
properties.
Allocations and Distributions - Generally, net losses are allocated 1% to
W&C Income Company, Ltd. (the "General Partner") and 99% to the Limited
Partners. Net income is allocated in the same proportion as net losses
until all such losses have been recaptured, and then in proportion to
distributions of cash from operations until the partners' capital accounts
equal their original invested capital. Finally, the remaining net income is
allocated 15% to the General Partner and 85% to the Limited Partners.
Distributions of cash from operations, as defined, are divided 1% to the
General Partner and 99% to the Limited Partners until the Limited Partners
have received their priority return. The Limited Partners are entitled to a
cumulative noncompounded return on adjusted invested capital, as defined in
the Partnership Agreement, of 7% in 1986, 8% in 1987, and 9% in 1988, and
10% per annum thereafter. After this priority return is received,
distributions are divided 5% to the General Partner and 95% to the Limited
Partners. As of December 31, 1996 the Limited Partners had not received
their full cumulative priority return.
Fees - The General Partner provides property management and leasing
services to the Partnership and is compensated at 5% of the gross receipts
from the properties (see Note 7). Such fee was paid and recognized as an
expense for the years ended December 31, 1996, 1995 and 1994. The General
Partner is also entitled to a partnership management fee of 5% of all
distributions of cash from operations after the Limited Partners have
received their priority return. As of December 31, 1996, the limited
partners had not received their full cumulative priority return (See
allocations and distributions above), therefore, the general partner is not
entitled to the partnership management fee.
The Partnership reimburses the General Partner for a portion of payroll
relating to an in-house legal counsel and a managing agent and certain
general and administrative expenses (see Note 7).
Impairment of Long-Lived Assets - In the event that facts and circumstances
indicate that the cost of assets may be impaired, an evaluation of
recoverability would be performed. If an evaluation is required, the
estimated future undiscounted cash flows associated with the asset would be
compared to the asset's carrying amount to determine if a write-down to
market value or discounted cash flow is required.
Rental Properties - Rental properties and improvements are recorded at
cost. The Partnership capitalizes and depreciates all buildings used for
investment income over thirty-one to thirty-nine years, the estimated
useful lives of the properties, using an accelerated method for financial
reporting purposes. Depreciation of improvements is calculated using the
same accelerated method over the estimated useful lives (ranging from 5 to
10 years) of the respective assets. The cost of normal maintenance and
repairs is charged to operating expenses as incurred. Material expenditures
which increase the life of an asset are capitalized and depreciated over
the estimated remaining useful life of the asset. The cost of properties
sold, or otherwise disposed of, and the related accumulated depreciation or
amortization are removed from the
F-8
<PAGE> 25
WHITEHALL INCOME FUND - 86
(A CALIFORNIA LIMITED PARTNERSHIP)
NOTES TO FINANCIAL STATEMENTS
accounts, and any gains or losses are reflected in current operations.
Investment in Office Building - Until June 15, 1996, the Partnership owned
a fifty percent undivided preferential interest in an office building in
Tucson, Arizona. The Partnership's investment was accounted for under the
equity method. The Partnership sold its interest in this investment as of
June 15, 1996. Accordingly, the Partnership's share of earnings or losses
and its gain on sale of its investment are included in the accompanying
financial statements.
Net Loss Per Limited Partner Unit - Net loss per limited partner unit has
been computed for each fiscal year on the basis of the weighted average
number of limited partner units outstanding.
Amortization - Organization costs of the Partnership are capitalized and
amortized over five years using the straight line method. Loan closing
costs are amortized over the lives of the loans using the straight line
method.
Income Taxes and Other - The activity of the Partnership is included in the
respective tax returns of the partners and no income taxes are provided or
imposed at the Partnership level. This report does not give effect to any
assets that the partners may have outside their interests in the
Partnership, nor to any obligations, including income taxes, of the
partners.
Use of Estimates - The preparation of the Partnership's financial
statements in conformity with generally accepted accounting principles
requires the Partnership's management to make estimates and assumptions
that affect the amounts reported in these financial statements and
accompanying notes. Actual results could differ from those estimates.
Statement of Cash Flows - For purposes of the statement of cash flows, the
Partnership considers all highly liquid debt instruments purchased with a
maturity of three months or less to be cash equivalents. Cash equivalents
consist of certificates of deposit.
Reclassifications - Certain reclassifications were made to the 1995 and
1994 financial statements in order to conform to the 1996 presentation.
Such reclassifications had no effect on the net loss previously reported.
2. RENTAL PROPERTIES:
The Partnership currently owns five rental properties. During 1995, the
Partnership exchanged Athens Self Storage for Capitol Self Storage in a
tax-free transaction. Capitol Self Storage and its related note payable
(Note 5) were recorded at the net carrying value of Athens Self Storage at
the time of transfer. No gain or loss was recognized.
F-9
<PAGE> 26
WHITEHALL INCOME FUND - 86
(A CALIFORNIA LIMITED PARTNERSHIP)
NOTES TO FINANCIAL STATEMENTS
Below is a summary of the properties' cost and related depreciation as of
December 31, 1996, 1995 and 1994, and revenue and related expenses,
consisting of rental, depreciation and interest, for the years ended
December 31, 1996, 1995, and 1994:
1996
- ----
<TABLE>
<CAPTION>
Honey
Tanque Pan Baked
McRae Verde American Ham Capitol
Shopping Self Office in Self
Total Center Storage Building Louisiana Storage
----------- --------- ----------- --------- --------- -----------
<S> <C> <C> <C> <C> <C> <C>
Buildings and
Improvements $ 5,182,390 $ 734,611 $ 1,921,240 $ 459,197 $ 455,072 $ 1,612,270
Accumulated
Depreciation (1,325,983) (231,608) (815,366) (111,626) (119,153) (48,230)
Land 693,948 59,229 209,031 162,850 150,000 112,838
----------- --------- ----------- --------- --------- -----------
Net Property $ 4,550,355 $ 562,232 $ 1,314,905 $ 510,421 $ 485,919 $ 1,676,878
=========== ========= =========== ========= ========= ===========
Rental
Revenue $ 834,622 $ 79,886 $ 366,560 $ 83,064 $ 36,000 $ 269,112
Expenses 696,816 39,547 306,377 72,423 18,628 259,841
----------- --------- ----------- --------- --------- -----------
$ 137,806 $ 40,339 $ 60,183 $ 10,641 $ 17,372 $ 9,271
=========== ========= =========== ========= ========= ===========
</TABLE>
F-10
<PAGE> 27
WHITEHALL INCOME FUND - 86
(A CALIFORNIA LIMITED PARTNERSHIP)
NOTES TO FINANCIAL STATEMENTS
1995
- ----
<TABLE>
<CAPTION>
Honey
Tanque Pan Baked
McRae Verde American Ham Capitol Athens
Shopping Self Office in Self Self
Total Center Storage Building Louisiana Storage Storage
----------- --------- ----------- --------- --------- ----------- --------
<S> <C> <C> <C> <C> <C> <C> <C>
Buildings and
Improvements $ 5,160,411 $ 734,611 $ 1,921,240 $ 437,218 $ 455,072 $ 1,612,270 $ --
Accumulated
Depreciation (1,172,842) (208,287) (755,375) (97,746) (104,544) (6,890) --
Land 693,948 59,229 209,031 162,850 150,000 112,838 --
----------- --------- ----------- --------- --------- ----------- --------
Net Property $ 4,681,517 $ 585,553 $ 1,374,896 $ 502,322 $ 500,528 $ 1,718,218 $ --
=========== ========= =========== ========= ========= =========== ========
Rental
Revenue $ 755,653 $ 78,396 $ 374,824 $ 82,446 $ 36,150 $ 8,518 $175,319
Expenses 657,214 43,177 324,237 65,793 30,897 24,074 169,036
----------- --------- ----------- --------- --------- ----------- --------
$ 98,439 $ 35,219 $ 50,587 $ 16,653 $ 5,253 $ (15,556) $ 6,283
=========== ========= =========== ========= ========= =========== ========
</TABLE>
1994
- ----
<TABLE>
<CAPTION>
Honey
Tanque Pan Baked
McRae Verde American Ham Capitol Athens
Shopping Self Office in Self Self
Total Center Storage Building Lousiana Storage Storage
----------- --------- ----------- --------- --------- ----------- --------
<S> <C> <C> <C> <C> <C> <C> <C>
Buildings and
Improvements $ 4,747,190 $ 734,611 $ 1,913,334 $ 437,217 $ 455,077 $ -- $ 1,206,951
Accumulated
Depreciation (1,458,899) (184,966) (687,015) (83,866) (89,805) -- (413,247)
Land 924,240 59,229 209,031 162,850 150,000 -- 343,130
----------- --------- ----------- --------- --------- ----------- -----------
Net Property $ 4,212,531 $ 608,874 $ 1,435,350 $ 516,201 $ 515,272 $ -- $ 1,136,834
=========== ========= =========== ========= ========= =========== ===========
Rental
Revenue $ 793,294 $ 87,568 $ 354,097 $ 81,906 $ 38,112 $ -- $ 231,611
Expenses 633,347 42,992 308,513 54,097 21,111 -- 206,634
----------- --------- ----------- --------- --------- ----------- -----------
$ 159,947 $ 44,576 $ 45,584 $ 27,809 $ 17,001 $ -- $ 24,977
=========== ========= =========== ========= ========= =========== ===========
</TABLE>
During 1996, two tenants each accounted for approximately 10% of rental revenue.
During 1995 and 1994, one tenant accounted for approximately 11% and 10% of
rental revenue, respectively.
F-11
<PAGE> 28
WHITEHALL INCOME FUND - 86
(A CALIFORNIA LIMITED PARTNERSHIP)
NOTES TO FINANCIAL STATEMENTS
3. INVESTMENT IN OFFICE BUILDING:
On November 29, 1993 the Partnership acquired a 50% undivided preferential
interest in an office building ("Oracle") in Tucson, Arizona for $300,000.
The Partnership is entitled to an annual preferred return of 10% of its
original investment. If the available net cash flow from the property is
insufficient to pay the preferred return, 5600 N. Oracle Group, L. L. C.
("5600"), the holder of the remaining undivided 50% interest, must
contribute additional capital to fund any remaining unpaid preferred
return. In the event the Property's net cash flow exceeds the preferred
return, the excess will be distributed first to 5600 until they have
received distributions equal to the Partnership's preferred return and
thereafter in accordance with ownership percentages.
5600 acquired the building with a non-interest bearing note due to the
seller totaling $1,000,000 and cash of $300,000. The present value of the
note was approximately $752,000 at an interest rate of 9.59%. The basis of
the building, including land, and the note were originally recorded at
$1,052,000 and $752,000, respectively. The note is collateralized by the
building.
5600 is responsible for funding any debt service payments or operating
deficits if the cash flow from the operations of the office building is not
sufficient. The Partnership may elect to pay debt service payments or
operating deficits if 5600 fails to provide the funding. As compensation
for any payments, the Partnership can either attempt to recover any
payments from 5600 or apply the amount of payments as additional
preferential contributions which will bear interest at 20% per annum.
The Partnership received $12,500 and $44,715 in preferred and excess
distributions during 1996 and 1995, respectively. The Partnership did not
pay any debt service payments or operating deficits for 1996 and 1995
because these amounts were disbursed from the building's cash flow.
On June 15, 1996, the Partnership sold its investment in the office
building for $246,473, net of related expenses. The gain on the sale of the
investment was $75,756.
The condensed statement of operations of Oracle for the periods ended June
15, 1996 and December 31, 1995 and 1994 are presented below:
<TABLE>
<CAPTION>
1996 1995 1994
--------- -------- ---------
<S> <C> <C> <C>
Revenues $ 107,947 $205,362 $ 116,836
Expenses 149,275 198,960 186,586
--------- -------- ---------
Net income (loss) $ (41,328) $ 6,402 $ (69,750)
========= ======== =========
Partnership's share of net income (loss) $ (20,664) $ 3,201 $ (34,875)
========= ======== =========
</TABLE>
A condensed balance sheet of Oracle has not been provided due to the
immateriality of the Company's 50% undivided interest in the office
building.
F-12
<PAGE> 29
WHITEHALL INCOME FUND - 86
(A CALIFORNIA LIMITED PARTNERSHIP)
NOTES TO FINANCIAL STATEMENTS
4. NOTE RECEIVABLE:
Prior to 1995, one of the properties of the Partnership was held as
collateral for a note payable of the original owner. During 1995, the
Partnership assumed this note payable in exchange for a note receivable
from the original note holder. Interest payments of 5.871% are due monthly
on the note receivable and the entire principal amount is due July 1997.
5. NOTES PAYABLE:
Notes payable consisted of:
<TABLE>
<CAPTION>
DECEMBER 31,
-----------------------------------
1996 1995
----------- ----------
<S> <C> <C>
$1,250,000 non-recourse note payable to bank with interest at 9% through
February 2006; principal and interest payable in monthly installments of
$10,490 through February 2006, at which time the remaining balance becomes
due; collateralized by Capitol real and personal property $ 1,237,265 $ 1,250,000
$1,000,000 non-recourse note payable to bank with interest adjusted
semi-annually to 3.5% above the coupon rate with a 16.65% maximum and 9.66%
minimum rate, 9.66% at December 31, 1996; principal and interest payable
monthly with the unpaid balance due September 1999; collateralized
by Tanque Verde real and personal property 940,714 951,603
$337,035 note payable to life insurance company with interest at 9% through
August 2000; principal and interest due in monthly installments of $2,828
through August 2000, at which time the remaining balance becomes due;
collateralized by Pan American real property 331,943 335,819
----------- ----------
$ 2,509,922 $ 2,537,422
=========== ===========
</TABLE>
F-13
<PAGE> 30
WHITEHALL INCOME FUND - 86
(A CALIFORNIA LIMITED PARTNERSHIP)
NOTES TO FINANCIAL STATEMENTS
Future maturities of notes payable are as follows:
<TABLE>
<CAPTION>
YEAR AMOUNT
------ -----------
<S> <C>
1997 $ 31,364
1998 34,394
1999 938,711
2000 337,815
2001 21,672
Thereafter 1,145,966
----------
$2,509,922
============
</TABLE>
6. LEASES:
Future minimum lease payments to be received on non-cancelable leases for
each of the next five years and thereafter are as follows:
<TABLE>
<S> <C>
YEAR AMOUNT
---- ------------
1997 $ 194,670
1998 167,047
1999 74,000
2000 20,028
------------
$ 455,745
============
</TABLE>
7. RELATED PARTY TRANSACTIONS:
At December 31, 1996 and 1995 the General Partner was owed $844 and
$17,767, respectively, for distributions of cash from operations, as
defined in the partnership agreement.
During 1995, one of the general partners sold its interest in the
Partnership. At December 31, 1995 the Partnership owed $13,318 for various
general and administrative expenses paid by this former General Partner.
In 1996, 1995 and 1994 the Partnership was charged property management and
leasing fees of $43,159, $42,230 and $40,069 by an affiliate of the former
General Partner. In 1996, 1995 and 1994, the Partnership incurred payroll
expenses relating to certain of the former General Partner's employees and
other administrative expenses totaling $267,213, $275,125, and $216,612,
respectively. Additionally during 1995, costs related to the exchange of
Capitol Self Storage for Athens Self Storage of $46,152 were paid to the
former General Partner and capitalized by the Partnership as organization
costs. Certain amounts of the administrative expenses paid by the former
General Partner are allocated to the Partnership based upon the former
General Partner's estimates.
F-14
<PAGE> 31
WHITEHALL INCOME FUND - 86
(A CALIFORNIA LIMITED PARTNERSHIP)
NOTES TO FINANCIAL STATEMENTS
8. FINANCIAL INSTRUMENTS:
Concentrations of Credit Risk
Credit risk represents the accounting loss that would be recognized at the
reporting date if counterparties failed completely to perform as
contracted. Concentrations of credit risk (whether on or off balance
sheet) that arise from financial instruments exist for groups of customers
or counterparties when they have similar economic characteristics that
would cause their ability to meet contractual obligations to be similarly
effected by changes in economic or other conditions. In accordance with
FASB Statement No. 105, Disclosure of Information about Financial
Instruments with Off-Balance-Sheet Risk and Financial Instruments with
Concentrations of Credit Risk, the credit risk amounts shown do not take
into account the value of any collateral or security.
Financial instruments that subject the Partnership to credit risk consist
principally of note and accounts receivable and cash on deposit.
At December 31, 1996, the Partnership maintained cash balances with a
commercial bank which were approximately $242,296 in excess of FDIC
insurance limits.
The Partnership's note receivable is described in Note 4.
The Partnership's properties are located in the states of Texas, Arizona,
Georgia and Louisiana. A downturn in the economies in any of these states
could have an adverse impact on the Partnership.
Fair Value of Financial Instruments
The estimated fair values of the Partnership financial instruments were
determined by management using available market information and
appropriate valuation methodologies. The estimates are not necessarily
indicative of the amount the Partnership could realize in a current market
exchange.
At December 31, 1996, cash, accounts receivable and accounts payable have
fair values that approximate book values based on their short term or
demand maturity.
The fair value of notes receivable and notes payable are based on
estimated discounted cash flows. The fair value of these instruments
approximates book value at December 31, 1996.
F-15
<PAGE> 32
WHITEHALL INCOME FUND - 86
(A CALIFORNIA LIMITED PARTNERSHIP)
SCHEDULE III
REAL ESTATE AND ACCUMULATED DEPRECIATION
December 31, 1996
<TABLE>
<CAPTION>
Initial Cost to Costs Capitalized
Partnership Subsequent to Acquisition
--------------------------------------- -------------------------------------
Buildings and Carrying
Description Encumbrances Land Improvements Improvements Costs
- -------------------- ------------------- ----------------- -------------------- ------------------ -----------------
<S> <C> <C> <C> <C> <C>
McRae Shopping
Center $ - $ 59,229 $ 734,611 $ - -
Tanque Verde
Self Storage 940,714 209,031 1,580,919 340,322 -
Pan American
Office Building 331,943 162,850 437,217 21,979 -
Honey Baked Ham
in Louisiana - 150,000 450,000 5,072 -
Capitol Self Storage 1,237,265 112,838 1,612,270 - -
----------------- --------------- ------------------ ---------------- ----------------
$ 2,509,922 $ 693,948 $ 4,815,017 $ 367,373 -
=================== ================= ==================== ================== =================
</TABLE>
<TABLE>
<CAPTION>
Gross Amounts at which
Carried at Close of Period
-------------------------------------------------------------
Buildings and Accumulated Date of
Description Land Improvements Total Depreciation Construction
- -------------------------- ----------------- -------------------- --------------------- ------------------- ------------------
<S> <C> <C> <C> <C> <C>
McRae Shopping
Center $ 59,229 $ 734,611 $ 793,840 $ 231,608 1985
Tanque Verde
Self Storage 209,031 1,921,241 2,130,272 815,366 1984
Pan American
Office Building 162,850 459,196 622,046 111,626 1980
Honey Baked Ham
in Louisiana 150,000 455,072 605,072 119,153 1978
Capitol Self Storage 112,838 1,612,270 1,725,108 48,230 1984
--------------- ------------------ ------------------- -----------------
$ 693,948 $ 5,182,390 $ 5,876,338 $ 1,325,983
================= ==================== ===================== ===================
</TABLE>
<TABLE>
<CAPTION>
Life on which
depreciation in
latest income
Date statements in
Description Acquired computed
- -------------------------- ----------------- -------------------
<S> <C> <C>
McRae Shopping
Center 1986 31.5 years
Tanque Verde
Self Storage 1987 31.5 years
Pan American
Office Building 1988 31.5 years
Honey Baked Ham
in Louisiana 1988 31.5 years
Capitol Self Storage 1995 39.0 years
</TABLE>
(continued)
F-16
<PAGE> 33
WHITEHALL INCOME FUND - 86
(A CALIFORNIA LIMITED PARTNERSHIP)
SCHEDULE III
REAL ESTATE AND ACCUMULATED DEPRECIATION
December 31, 1996
(continued)
The following shows the changes in the total amounts at which real estate was
carried during the periods:
<TABLE>
<S> <C>
Balance at January 1, 1994 $ 5,671,427
Changes during the period -
---------------
Balance at December 31, 1994 5,671,427
Purchases 1,725,108
Cost of real estate sold (1,542,176)
---------------
Balance at December 31, 1995 5,854,359
Purchases 21,979
---------------
Balance at December 31, 1996 $ 5,876,338
===============
</TABLE>
The following shows changes in accumulated depreciation during the periods:
<TABLE>
<S> <C>
Balance at January 1, 1994 $ 1,265,750
Depreciation during the period 193,146
---------------
Balance at December 31, 1994 1,458,896
Depreciation during the period 171,912
Deductions for real estate sold (457,966)
---------------
Balance at December 31, 1995 1,172,842
Depreciation during the period 153,141
---------------
Balance at December 31, 1996 $ 1,325,983
===============
</TABLE>
F-17
<PAGE> 34
WHITEHALL INCOME FUND - 86
(A CALIFORNIA LIMITED PARTNERSHIP)
SCHEDULE IV
MORTGAGE LOANS ON REAL ESTATE
December 31, 1996
<TABLE>
Principal
Amount of
Loans Subject
Final Periodic Face Carrying to Delinquent
Interest Maturity Payment Prior Amount of Amount of Principal or
Description Rate Date Terms Liens Mortgages Mortgages Interest
----------- ---- ---- ----- ----- --------- --------- --------
<S> <C> <C> <C> <C> <C> <C> <C>
Commercial loans:
Capitol Self Storage 9% 2006 $10,490 - $1,250,000 $1,237,265 --
Tanque Verde Self 9.66%-
Storage 16.65% 1999 Various - 1,000,000 940,714 --
Pan American
Office Building 9% 2000 2,828 - 337,035 331,943 --
</TABLE>
The following shows the changes in the carrying amounts of mortgage loans during
the periods:
<TABLE>
<S> <C>
Balance at January 1, 1994 $ 1,494,373
Payments of principal (29,581)
-----------
Balance at December 31, 1994 1,464,792
New mortgage loan 1,587,035
Payments of principal (24,908)
Payoff old mortgage loan (489,497)
-----------
Balance at December 31, 1995 2,537,422
Payments of principal (27,500)
-----------
Balance at December 31, 1996 $ 2,509,922
===========
</TABLE>
F-18
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JAN-01-1996
<PERIOD-END> DEC-31-1996
<CASH> 513,087
<SECURITIES> 0
<RECEIVABLES> 359,729
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 5,504,864
<CURRENT-LIABILITIES> 0
<BONDS> 2,509,922
0
0
<COMMON> 0
<OTHER-SE> 2,843,711
<TOTAL-LIABILITY-AND-EQUITY> 5,504,864
<SALES> 0
<TOTAL-REVENUES> 961,590
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 969,761
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (8,171)
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (8,171)
<EPS-PRIMARY> 10.68
<EPS-DILUTED> 0
</TABLE>
