FORM 10-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
(Mark One)
|X| ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934
For the fiscal year ended March 31, 2001
OR
|_| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the transition period from ____________ to ____________
Commission file number: 333-24111
WNC HOUSING TAX CREDIT FUND VI, L.P., Series 6
California 33-0745418
State or other jurisdiction of (I.R.S. Employer
incorporation or organization Identification No.)
3158 Redhill Avenue, Suite 120, Costa Mesa, CA 92626
(714) 662-5565
Securities registered pursuant to Section
12(b) of the Act:
NONE
Securities registered pursuant to section
12(g) of the Act:
UNITS OF LIMITED PARTNERSHIP NONE
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 No X
- ---- -------
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. |X|
State the aggregate market value of the voting and non-voting common equity held
by non-affiliates of the registrant.
INAPPLICABLE
DOCUMENTS INCORPORATED BY REFERENCE
List hereunder the following documents if incorporated by reference and the Part
of the Form 10-K (e.g., Part I, Part II, etc.) into which the document is
incorporated: (1) Any annual report to security holders; (2) Any proxy or
information statement; and (3) Any prospectus filed pursuant to Rule 424(b) or
(c) under the Securities Act of 1933. The listed documents should be clearly
described for identification purposes (e.g., annual report to security holders
for fiscal year ended December 24, 1980).
NONE
2
PART I.
Item 1. Business
Organization
WNC Housing Tax Credit Fund VI, L.P., Series 6 (the "Partnership") is a
California Limited Partnership formed under the laws of the State of California
on March 3, 1997 and commenced operations on August 20, 1998. The Partnership
was formed to acquire limited partnership interests in other limited
partnerships or limited liability companies ("Local Limited Partnerships") which
own multi-family housing complexes that are eligible for Federal low income
housing tax credits (the "Low Income Housing Credit").
The general partner of the Partnership is WNC & Associates, Inc. ("Associates"
or the "General Partner"). Wilfred N. Cooper, Sr., through the Cooper Revocable
Trust, owns 66.8% of the outstanding stock of Associates. John B. Lester, Jr.
was the original limited partner of the Partnership and owns, through the Lester
Family Trust, 28.6% of the outstanding stock of Associates. Wilfred N. Cooper,
Jr., President of Associates, owns 2.1% of the outstanding stock of Associates.
The business of the Partnership is conducted primarily through the General
Partner, as the Partnership has no employees of its own.
Pursuant to a registration statement which was declared effective on June 23,
1997, a Prospectus dated June 23, 1997 and Supplements thereto, the Partnership
commenced a public offering of 25,000 units of limited partnership interest
("Units"), at a price of $1,000 per Unit. Since inception, the Partnership has
received and accepted subscriptions for 20,500 Units in the amount of
$20,456,595, net of dealer discounts of $16,100 and volume discounts of $27,305.
Holders of Units are referred to herein as "Limited Partners."
Description of Business
The Partnership's principal business objective is to provide its Limited
Partners with Low Income Housing Credits. The Partnership's principal business
therefore consists of investing as a limited partner or non-managing member in
Local Limited Partnerships each of which will own and operate a multi-family
housing complex (the "Housing Complex") which will qualify for the Low Income
Housing Credit. In general, under Section 42 of the Internal Revenue Code, an
owner of low-income housing can receive the Low Income Housing Credit to be used
to reduce Federal taxes otherwise due in each year of a ten-year period. In
general, under Section 17058 of the California Revenue and Taxation Code, an
owner of low-income housing can receive the Low Income Housing Credit to be used
against California taxes otherwise due in each year of a four-year period. The
Housing Complex is subject to a fifteen year compliance period (the "Compliance
Period"), and under state law may have to be maintained as low income housing
for 30 or more years.
In general, in order to avoid recapture of Low Income Housing Credits, the
Partnership does not expect that it will dispose of its interests in Local
Limited Partnerships ("Local Limited Partnership Interests") or approve the sale
by any Local Limited Partnership of its Housing Complex prior to the end of the
applicable Compliance Period. Because of (i) the nature of the Housing
Complexes, (ii) the difficulty of predicting the resale market for low-income
housing 15 or more years in the future, and (iii) the ability of government
lenders to disapprove of transfer, it is not possible at this time to predict
whether the liquidation of the Partnership's assets and the disposition of the
proceeds, if any, in accordance with the Partnership's Agreement of Limited
Partnership, as amended by the First Amendment thereto ("Partnership
Agreement"), will be able to be accomplished promptly at the end of the 15-year
period. If a Local Limited Partnership is unable to sell its Housing Complex, it
is anticipated that the local general partner ("Local General Partner") will
either continue to operate such Housing Complex or take such other actions as
the Local General Partner believes to be in the best interest of the Local
Limited Partnership. Notwithstanding the preceding, circumstances beyond the
control of the General Partner may occur during the Compliance Period, which
would require the Partnership to approve the disposition of a Housing Complex
prior to the end thereof, possibly resulting in recapture of Low Income Housing
Credits.
3
As of March 31, 2001, the Partnership had invested in fourteen Local Limited
Partnerships. Each of these Local Limited Partnerships owns a Housing Complex
that is or is expected to be eligible for the Federal Low Income Housing Credit,
except for one Local Limited Partnership which owns three Housing Complexes.
Certain Local Limited Partnerships may also benefit from government programs
promoting low- or moderate-income housing.
The Partnership's investments in Local Limited Partnerships are subject to the
risks incident to the management and ownership of low-income housing and to the
management and ownership of multi-unit residential real estate. Some of these
risks are that the Low Income Housing Credit could be recaptured and that
neither the Partnership's investments nor the Housing Complexes owned by the
Local Limited Partnerships will be readily marketable. To the extent the Housing
Complexes receive government financing or operating subsidies, they may be
subject to one or more of the following risks: difficulties in obtaining tenants
for the Housing Complexes: difficulties in obtaining rent increases; limitations
on cash distributions; limitations on sales or refinancing of Housing Complexes;
limitations on transfers of Local Limited Partnership Interests: limitations on
removal of Local General Partners; limitations on subsidy programs; and possible
changes in applicable regulations. The Housing Complexes are or will be subject
to mortgage indebtedness. If a Local Limited Partnership does not make its
mortgage payments, the lender could foreclose resulting in a loss of the Housing
Complex and Low Income Housing Credits. As a limited partner or non-managing
member of the Local Limited Partnerships, the Partnership will have very limited
rights with respect to management of the Local Limited Partnerships, and will
rely totally on the general partners or managing members of the Local Limited
Partnerships for management of the Local Limited Partnerships. The value of the
Partnership's investments will be subject to changes in national and local
economic conditions, including unemployment conditions, which could adversely
impact vacancy levels, rental payment defaults and operating expenses. This, in
turn, could substantially increase the risk of operating losses for the Housing
Complexes and the Partnership. In addition, each Local Limited Partnership is
subject to risks relating to environmental hazards and natural disasters which
might be uninsurable. Because the Partnership's operations will depend on these
and other factors beyond the control of the General Partner and the Local
General Partners, there can be no assurance that the anticipated Low Income
Housing Credits will be available to Limited Partners.
In addition, Limited Partners are subject to risks in that the rules governing
the Low Income Housing Credit are complicated, and the use of credits can be
limited. The only material benefit from an investment in Units may be the Low
Income Housing Credits. There are limits in the transferability of Units, and it
is unlikely that a market for Units will develop. All management decisions will
be made by the General Partner.
As of March 31, 2001, two of the Housing Complexes were still under
construction. The Housing Complexes were being developed by the respective Local
General Partners who acquired the sites and applied for applicable mortgages and
subsidies. During the year ended March 31, 2001, two additional Housing
Complexes, owned by two Local Limited Partnerships, were acquired, of which
neither were operating at the time of acquisition. The Partnership became the
principal limited partner or non-managing member in these Local Limited
Partnerships pursuant to arm's-length negotiations with the respective Local
General Partners. As a limited partner or non-managing member, the Partnership's
liability for obligations of each Local Limited Partnership is limited to its
investment. The Local General Partners of each Local Limited Partnership retain
responsibility for developing, constructing, maintaining, operating and managing
the Housing Complex.
Item 2. Properties
Through its investments in Local Limited Partnerships, the Partnership holds
limited partnership interests in the Housing Complexes. The following table
reflects the status of the sixteen Housing Complexes in fourteen Local Limited
Partnerships as of the dates and for the periods indicated:
4
------------------------------ ---------------------------------
As of March 31, 2001 December 31, 2000
------------------------------ ---------------------------------
Partnership Name Location General Partner Partnership's Amount of Estimated Encumbrances
Name Total Investment Investment Low Income of Local
in Local Limited Paid to Number Housing Limited
Partnerships Date of Units Occupancy Credits (1)Partnerships
- ------------------------------------------------------------------------------------------------- ---------------------------------
Boonville Associates Boonville, Central Missouri Counties'
I, L.P. Missouri Human Development
Corporation $ 2,195,000 $ 2,195,000 48 - $ 3,027,000 $ -
Brighton Ridge Edgefield, The Piedmont
Apartments, South Foundation of South
L.P. Carolina Carolina, Inc. 926,000 926,000 44 100% 1,302,000 1,048,000
Cotton Mill Elderly Rock Elderly Living
Living Island, Development,
Center, Illinois Inc. and Quad Cities
L.P. Redevelopment
Resources, Inc. 1,040,000 1,040,000 31 - 1,445,000 780,000
Country Club Richmond, Mark-Dana
Investors,L.P. Virginia Corporation 305,000 268,000 97 93% 359,000 2,777,000
Desloge Associates Desloge, East Missouri Action
I,L.P. Missouri Agency, Inc. 1,059,000 1,059,000 32 94% 1,629,000 622,000
Kechel Towers, Logansport, Compass Square
L.P. Indiana Development
Corporation 1,291,000 1,127,000 23 96% 1,258,000 520,000
Ottawa Oglesby, Michael K.
I, L.P. Illinois Moore 403,000 403,000 32 88% 592,000 1,501,000
Preservation Pontiac and Michael K. Moore and
Partners Taylorville, Affordable Housing
I,L.P. Illinois Development
Fund, Inc. 514,000 514,000 60 94% 756,000 2,043,000
St. Susanne Associates Mt. Vernon, Southwind Community
I, L.P. Missouri Development 255,000 255,000 16 100% 337,000 660,000
Summer Wood Camden, ACHR Housing
Ltd. Alabama Corporation 1,237,000 1,237,000 32 100% 1,707,000 850,000
(1) The apartment complexes are under construction and cost certification has yet to be completed.
5
------------------------------ ---------------------------------
As of March 31, 2001 December 31, 2000
------------------------------ ---------------------------------
Partnership Name Location General Partner Partnership's Amount of Estimated Encumbrances
Name Total Investment Investment Low Income of Local
in Local Limited Paid to Number Housing Limited
Partnerships Date of Units Occupancy Credits (1)Partnerships
- ------------------------------------------------------------------------------------------------- ---------------------------------
Trenton Village Trenton, MBL Development,
Apartments, L.P. Missouri Co. 1,018,000 1,018,000 3 97% 1,497,000 711,000
United Memphis, Harold E.
Development Co., Tennessee Buehler, Sr. and Jo
L.P. - 97.0. Ellen Buehler 2,813,000 2,813,000 60 100% 4,107,000 1,304,000
Wagner Partnership Wagner, Lutheran Social Services
99 Limited South of South Dakota and
Partnership Dakota Weinburg Investments,
Inc. 245,000 208,000 26 - 334,000 219,000
West Mobile Theodore, Apartment Developers,
County Alabama Inc. and Thomas H.
Housing, Ltd. Cooksey 1,858,000 1,858,000 55 100% 2,543,000 1,367,000
------------- ------------ ----- ---- ------------- -----------
$ 15,159,000 $14,921,000 588 96% $ 20,893,000 $14,402,000
============= ============ ===== ==== ============= ===========
(1) The apartment complexes are under construction and cost certification has yet to be completed.
6
------------------------------ ---------------------------------------------
For the year ended
December 31, 2000 Low Income Housing Credits
------------------------------ ---------------------------------------------
Credits Allocated Year to be First
Partnership Name Rental Income Net Income (loss) to Partnership Available
- --------------------------------------------------------------------------------------- --------------------------------------------
Boonville Associates I, L.P. $ - $ - 99.98% 2001
Brighton Ridge Apartments
L.P. 213,000 (57,000) 98.98% 1999
Cotton Mill Elderly Living
Center, L.P. 2,000 (25,000) 99.98% 2000
Country Club Investors, L.P. 537,000 (51,000) 66.99% 1999
Desloge Associates I, L.P. 90,000 (64,000) 99.89% 1999
Kechel Towers, L.P. 92,000 (118,000) 99.98% 1999
Ottawa I, L.P. 156,000 (53,000) 99.98% 1999
Preservation Partners I,
L.P. 237,000 (84,000) 99.98% 1999
St. Susanne Associates I,
L.P. 56,000 (12,000) 99.98% 2000
Summer Wood Ltd. 63,000 (91,000) 99.98% 1999
Trenton Village Apartments,
L.P. 111,000 (15,000) 99.98% 1999
United Development Co. L.P.
97.0, L.P. 416,000 (123,000) 99.98% 1999
Wagner Partnership
99 Limited Partnership 4,000 (1,000) 99.97% 2001
West Mobile County Housing,
Ltd. 102,000 (83,000) 99.98% 2000
------------ -----------
$ 2,079,000 $ (777,000)
============ ===========
7
Item 3. Legal Proceedings
NONE
Item 4. Submission of Matters to a Vote of Security Holders
NONE
PART II.
Item 5. Market for Registrant's Common Equity and Related Stockholder Matters
Item 5a.
(a) The Units are not traded on a public exchange but are being sold through a
public offering. It is not anticipated that any public market will develop
for the purchase and sale of any Unit and none exists. Units can be
assigned only if certain requirements in the Partnership Agreement are
satisfied.
(b) At March 31, 2001, there were 1,058 Limited Partners.
(c) The Partnership was not designed to provide cash distributions to Limited
Partners in circumstances other than refinancing or disposition of its
investments in Local Limited Partnerships. The Limited Partners received no
Low Income Housing Credits in 1998.
(d) No unregistered securities were sold by the Partnership during the year
ended March 31, 2001.
Item 6. Selected Financial Data
Selected Balance Sheet information for the Partnership is as follows:
March 31 December 31
-------------------------------------------------- ------------------
2001 2000 1999 1998
------------- ------------- ------------- ------------------
ASSETS
Cash and cash equivalents $ 1,152,887 $ 4,501,538 $ 2,690,665 $ 372,505
Subscriptions receivable - - 893,370 1,030,915
Investments in limited partnerships, net 15,439,696 13,829,634 7,748,624 6,440,762
Loans receivable 50,000 154,878 - -
Other assets 170 31,378 1,043,530 50,000
------------- ------------- ------------- ------------------
$ 16,642,753 $ 18,517,428 $ 12,376,189 $ 7,894,182
============= ============= ============= =================
LIABILITIES
Payables to limited partnerships $ 238,129 $ 1,252,287 $ 2,137,275 $ 1,734,427
Loan payable - - - 113,269
Accrued fees and expenses due to general
partner and affiliates 22,952 35,171 184,291 173,323
PARTNERS' EQUITY 16,381,672 17,229,970 10,054,623 5,873,163
------------- ------------- ------------- ------------------
$ 16,642,753 $ 18,517,428 $ 12,376,189 $ 7,894,182
============= ============= ============= ==================
8
Selected results of operations, cash flows and other information for the
Partnership is as follows for the years ended March 31, 2001 and 2000, the three
months ended March 31, 1999 and the period from August 20, 1998 (Date Operations
Commenced) to December 31, 1998:
For the period
For the three from August 20,
For the years ended months ended 1998 to
March 31 March 31 December 31
------------------------------- --------------- ------------------
2001 2000 1999 1998
------------- ------------- --------------- ------------------
Net income(loss) from operations $ (39,047 $ 97,572 $ (3,249) $ (1,501)
Equity in income(loss) of limited
partnerships (813,901) (520,281) 47,263 60,610
Other losses - (85,727) - -
------------- ------------- --------------- ------------------
Net income(loss) $ (852,948) $ (508,436) $ 44,014 $ 59,109
============= ============= =============== ==================
Net income allocated to:
General partner $ (8,529) $ (5,084) $ 440 $ 591
============= ============= =============== ==================
Limited partners $ (844,419) $ (503,352) $ 43,574 $ 58,518
============= ============= =============== ==================
Net income(loss) per limited
partner unit $ (41.19) $ (25.55) $ 4.26 $ 16.38
============= ============= =============== ==================
Outstanding weighted limited
partner units 20,500 19,697 10,218 3,573
============= ============= =============== ==================
For the period
For the three from August 20,
For the years ended months ended 1998 to
March 31 March 31 December 31
------------------------------- --------------- ------------------
2001 2000 1999 1998
------------- ---------- --------------- ------------------
Net cash provided by (used in):
Operating activities $ 56,115 $ 28,533 $ 34,356 $ 1,554
Investing activities (3,403,846) (6,692,518) (1,914,981) (4,525,457)
Financing activities (920) 8,474,858 4,198,785 4,896,408
------------- -------------- --------------- ------------------
Net change in cash and cash equivalents (3,348,651) 1,810,873 2,318,160 372,505
Cash and cash equivalents, beginning of
period 4,501,538 2,690,665 372,505 -
------------- -------------- --------------- ------------------
Cash and cash equivalents, end of period $ 1,152,887 $ 4,501,538 $ 2,690,665 $ 372,505
============= ============== =============== ==================
9
Low Income Housing Credit per Unit was as follows for the period ended December 31:
2000 1999 1998
---- ---- ----
Federal $ 72 $ 25 $ -
State - - -
------------------- ------------------- -------------------
Total $ 72 $ 25 $ -
=================== =================== ===================
Item 7. Management's Discussion and Analysis of Financial Condition and Results
of Operations
Forward Looking Statements
With the exception of the discussion regarding historical information,
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" and other discussions elsewhere in this Form 10-K contain forward
looking statements. Such statements are based on current expectations subject to
uncertainties and other factors which may involve known and unknown risks that
could cause actual results of operations to differ materially from those
projected or implied. Further, certain forward-looking statements are based upon
assumptions about future events which may not prove to be accurate.
Risks and uncertainties inherent in forward looking statements include, but are
not limited to, our future cash flows and ability to obtain sufficient
financing, level of operating expenses, conditions in the low income housing tax
credit property market and the economy in general, as well as legal proceedings.
Historical results are not necessarily indicative of the operating results for
any future period.
Subsequent written and oral forward looking statements attributable to us or
persons acting on our behalf are expressly qualified in their entirety by
cautionary statements in this Form 10-K and in other reports we filed with the
Securities and Exchange Commission. The following discussion should be read in
conjunction with the Consolidated Financial Statements and the Notes thereto
included elsewhere in this filing.
Financial Condition
The Partnership's assets at March 31, 2001 consisted primarily of $1,153,000 in
cash, aggregate investments in fourteen Local Limited Partnerships of
$15,440,000 and loans receivable of $50,000. Liabilities at March 31, 2001
primarily consisted of $238,000 of estimated future capital contributions to the
Local Limited Partnerships and $23,000 of accrued fees and advances due to the
General Partner and affiliates.
The Partnership offered Units for sale to the public until June 23, 1999, at
which time total limited partner capital raised was $20,500,000.
Results of Operations
Year Ended March 31, 2001 Compared to Year Ended March 31, 2000. The
Partnerships net loss for the year ended March 31, 2001 was $(853,000),
reflecting an increase of $(345,000) from the net loss experienced for the year
ended March 31, 2000 of $(508,000). The increase in net loss is due to an
increase in the equity in losses of limited partnerships which increased by
$(294,000) due the placement in service of two additional local limited
partnerships and the maturity in the rent-up of the other twelve local limited
partnerships and by a reduction in income of $104,000, offset by an increase in
other operating expense of $33,000 and decrease in losses recognized from sale
of securities in the prior year of $(86,000).
10
Year Ended March 31, 2000 Compared to Period Ended December 31, 1998. The
Partnership commenced operations on August 20, 1998. As a result, there are no
comparative results of operations or financial condition from prior periods to
report. Net loss for the year ended March 31, 2000 was principally composed of
equity in losses from the Local Limited Partnerships, operating expenses and
interest income. Net income for the year ended December 31, 1998 was principally
composed of equity in income from the Local Limited Partnerships, and nominal
operating expenses and interest income. The two periods are not comparable as
minimal operations occurred during 1998. As of March 31, 2000, three of the
Local Limited Partnerships were under construction. During the year ended March
31, 2000, six additional Housing Complexes, owned by six Local Limited
Partnerships, were acquired, of which three were operating at the time of
acquisition. As of March 31, 1999, four of the Local Limited Partnerships
acquired by March 31, 1999 were under going rehabilitation at March 31, 1999.
The Partnership recognized losses on sale of securities of approximately
$(85,737) for the year ended March 31, 2000 as compared to $0 for the year ended
December 31, 1998. The realized loss experienced from the sale of securities was
the result of market fluctuations that reduced the values of certain tax-exempt
investments by $(85,737). In order to avoid future losses, these investments
were liquidated in October 1999. The cash generated from the sale of these
investments was reinvested in tax-exempt, auction rate preferred instruments
that are highly liquid and diversified securities backed by 200% collateral.
Accordingly, losses from investing activities are not expected to recur in the
future.
Cash Flows
Year Ended March 31, 2001 Compared to Year Ended March 31, 2000. The net
decrease in cash during the year ended March 31, 2001 was $(3,349,000), compared
to a net increase in cash for the year ended March 31, 2000 of $1,811,000. This
change of $(5,160,000) was primarily due to a decrease in cash provided by
financing activities of $8,476,000 as the Partnership completed its offering,
offset by a decline in investing activities related to purchase of Limited
Partnership interests of approximately $3,001,000.
Year Ended March 31, 2000 Compared to Period Ended December 31, 1998. Cash flows
provided by operating activities for the year ended March 31, 2000 and the year
ended December 31, 1998 included interest income from cash investments offset by
miscellaneous costs of operations. For the year ended March 31, 2000, cash flows
used in investing activities substantially consisted of capital contributions
paid to Local Limited Partnerships of $5,784,000, capitalized acquisition fees
and costs of $754,000, offset by loan receivable payment of $155,000. For the
period ended December 31, 1998, cash used in investing activities consisted of
$4,156,000 paid to Local Limited Partnerships, $50,000 extended in notes
receivable and $493,000 of capitalized acquisition costs and fees. Cash flows
provided by financing activities for the year ended March 31, 2000, primarily
consisted of net proceeds from the sale of Units of $8,718,000 and the
collection of $1,197,000 of subscriptions receivable, offset by $1,411,000 in
offering costs. Cash flows provided by financing activities for the period ended
December 31, 1998, primarily consisted of net proceeds from the sale of Units of
$6,680,000 and offset by $1,031,000 of subscriptions receivable, and offset by
$867,000 in offering costs and principal loans in the amount of $113,000.
The Partnership expects its future cash flows, together with its net available
assets at March 31, 2001, to be sufficient to meet all future cash requirements.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk
NOT APPLICABLE
Item 8. Financial Statements and Supplementary Data
11
REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
--------------------------------------------------
To the Partners
WNC Housing Tax Credit Fund VI, L.P., Series 6
We have audited the accompanying balance sheets of WNC Housing Tax Credit Fund
VI, L.P., Series 6 (a California Limited Partnership) (the "Partnership") as of
March 31, 2001 and 2000, and the related statements of operations, partners'
equity (deficit) and cash flows for the years ended March 31, 2001 and 2000, the
three months ended March 31, 1999 and for the period August 20, 1998 (date
operations commenced) through December 31, 1998. 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. A
significant portion of the financial statements of the limited partnerships in
which the Partnership is a limited partner were audited by other auditors whose
reports have been furnished to us. As discussed in Note 3 to the financial
statements, the Partnership accounts for its investments in limited partnerships
using the equity method. The portion of the Partnership's investment in limited
partnerships audited by other auditors represented 67% and 60% of the total
assets of the Partnership at March 31, 2001 and 2000, respectively. Our opinion,
insofar as it relates to the amounts included in the financial statements for
the limited partnerships which were audited by others, is based solely on the
reports of the other auditors.
We conducted our audits in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits and the reports of
the other auditors provide a reasonable basis for our opinion.
In our opinion, based on our audits and the reports of the other auditors, the
financial statements referred to above present fairly, in all material respects,
the financial position of WNC Housing Tax Credit Fund VI, L.P., Series 6 (a
California Limited Partnership) as of March 31, 2001 and 2000, and the results
of its operations and its cash flows for the years ended March 31, 2001 and
2000, the three months ended March 31, 1999 and the period August 20, 1998 (date
operations commenced) through December 31, 1998, in conformity with accounting
principles generally accepted in the United States of America.
/s/BDO SEIDMAN, LLP
BDO SEIDMAN, LLP
Orange County, California
July 31, 2001
12
WNC HOUSING TAX CREDIT FUND VI, L.P., SERIES 6
(A California Limited Partnership)
BALANCE SHEETS
March 31
----------------------------------
2001 2000
------------- ----------------
ASSETS
Cash and cash equivalents $ 1,152,887 $ 4,501,538
Investments in limited partnerships, net (Notes 3 and 4) 15,439,696 13,829,634
Loans receivable (Note 2) 50,000 154,878
Other assets 170 31,378
------------- ----------------
$ 16,642,753 $ 18,517,428
============= ================
LIABILITIES AND PARTNERS' EQUITY (DEFICIT)
Liabilities:
Payables to limited partnerships (Note 6) $ 238,129 $ 1,252,287
Accrued fees and advances due to General Partner and
affiliate (Note 4) 22,952 35,171
------------- ----------------
Total liabilities 261,081 1,287,458
------------- ----------------
Partners' equity (deficit) (Note 8)
General partner (40,661) (32,128)
Limited partners (25,000 units authorized; 20,500 units
issued and outstanding) 16,422,333 17,262,098
------------- ----------------
Total partners' equity 16,381,672 17,229,970
------------- ----------------
$ 16,642,753 $ 18,517,428
============= ================
See accompanying notes to financial statements
13
WNC HOUSING TAX CREDIT FUND VI, L.P., SERIES 6
(A California Limited Partnership)
STATEMENTS OF OPERATIONS
For the Period
August 20, 1998
For the Three (Date Operations
For the Years Ended Months Ended Commenced) Through
March 31 March 31 December 31
----------------------------------- ----------------- ----------------------------
2001 2000 1999 1998
------------- ----------------- ----------------- ----------------------------
Interest income $ 118,871 $ 237,012 $ 15,869 $ 6,003
Other income 13,885 - - -
------------- ----------------- ----------------- ----------------------------
Total income 132,756 237,012 15,869 6,003
------------- ----------------- ----------------- ----------------------------
Operating expenses:
Amortization (Note 3) 51,548 45,616 5,207 3,055
Management fees (Note 4) 58,310 54,064 8,096 -
Other 61,945 39,760 5,815 4,449
------------- ----------------- ----------------- ----------------------------
Total operating expenses 171,803 139,440 19,118 7,504
------------- ----------------- ----------------- ----------------------------
Income(loss) from operations (39,047) 97,572 (3,249) (1,501)
Other expenses and losses:
Equity in (losses)income of
limited partnerships (Note 3) (813,901) (520,281) 47,263 60,610
Loss from sale of securities
(Note 9) - (85,727) - -
------------- ----------------- ----------------- ----------------------------
Total other expenses and losses (813,901) (606,008) 47,263 60,610
------------- ----------------- ----------------- ----------------------------
Net income(loss) $ (852,948) $ (508,436) $ 44,014 $ 59,109
============= ================= ================= ============================
Net income allocated to:
General partner $ (8,529) $ (5,084) $ 440 $ 591
============= ================= ================= ============================
Limited partners $ (844,419) $ (503,352) $ 43,574 $ 58,518
============= ================= ================= ============================
Net income per limited partner unit $ (41.19) $ (25.55) $ 4.26 $ 16.38
============= ================= ================= ============================
Outstanding weighted limited
partner units 20,500 19,697 10,218 3,573
============= ================= ================= ============================
See accompanying notes to financial statements
14
WNC HOUSING TAX CREDIT FUND VI, L.P., SERIES 6
(A California Limited Partnership)
STATEMENTS OF PARTNERS' EQUITY (DEFICIT)
For The Years Ended March 31, 2001 and 2000,
For The Three Months Ended March 31, 1999 and
For The Period August 20, 1998 (Date Operations
Commenced) Through December 31, 1998
General Limited Total
Partner Partners
--------------- --------------- ---------------
Contribution from general partner on August 20, 1998 $ 100 $ 1,000 $ 1,100
Sale of limited partnership units, net of discounts
of $1,750 - 6,942,250 6,942,250
Sale of limited partnership units issued for promissory
notes receivable (Note 8) - (262,500) (262,500)
Offering expenses (8,668) (858,128) (866,796)
Net income 591 58,518 59,109
--------------- --------------- ---------------
Partners' equity (deficit) at December 31, 1998 (7,977) 5,881,140 5,873,163
Sale of limited partnership units, net of discounts - 4,796,085 4,796,085
Sale of limited partnership units issued for
promissory notes receivable (Note 8) - (231,500) (231,500)
Collection of notes receivable (Note 8) - 185,000 185,000
Offering expenses (6,122) (606,017) (612,139)
Net income 440 43,574 44,014
--------------- --------------- ---------------
Partners' equity (deficit) at March 31, 1999 (13,659) 10,068,282 10,054,623
Sale of limited partnership units, net of discounts - 8,718,260 8,718,260
Collection of notes receivable (Note 8) - 304,000 304,000
Offering expenses (13,385) (1,325,092) (1,338,477)
Net loss (5,084) (503,352) (508,436)
--------------- --------------- ---------------
Partners' equity (deficit) at March 31, 2000 (32,128) 17,262,098 17,229,970
Collection of notes receivable (Note 8) - 5,000 5,000
Offering expenses (4) (346) (350)
Net loss (8,529) (844,419) (852,948)
--------------- --------------- ---------------
Partners' equity (deficit) at March 31, 2001 $ (40,661) $ 16,422,333 $ 16,381,672
=============== =============== ===============
See accompanying notes to financial statements
15
WNC HOUSING TAX CREDIT FUND VI, L.P., SERIES 6
(A California Limited Partnership)
STATEMENTS OF CASH FLOWS
For the Period
August 20, 1998
For the Three (Date Operations
For the Years Ended Months Ended Commenced) Through
March 31 March 31 December 31
----------------------------------- ----------------- ----------------------------
2001 2000 1999 1998
------------- ----------------- ----------------- ----------------------------
Cash flows from operating activities:
Net income (loss)
$ (852,948) $ (508,436) $ 44,014 $ 59,109
Adjustments to reconcile net income
(loss) to net cash provided by operating
activities:
Amortization 51,548 45,616 5,207 3,055
Equity in losses (income) of
limited partnerships 813,901 520,281 (47,263) (60,610)
Change in other assets 31,208 (31,378) - -
Change in accrued fees and expenses
due to general partner and
affiliates 12,406 2,450 32,398 -
-------------- ------------- ------------------ ----------------------
Net cash provided by operating activities 56,115 28,533 34,356 1,554
-------------- ------------- ------------------ ----------------------
Cash flows from investing activities:
Investments in limited partnership,
net (3,487,688) (5,783,619) (514,697) (4,155,453)
Loans receivable, net 104,878 (154,878) (993,530) (50,000)
Capitalized acquisition costs and fees - (704,746) (348,261) (493,327)
Accrued and unpaid acquisition fees
and advances due to affiliate of
general partner (19,055) (49,275) (58,493) 173,323
Distributions from limited
partnerships (1,981) - - -
-------------- ------------- ------------------ ----------------------
Net cash used in investing activities (3,403,846) (6,692,518) (1,914,981) (4,525,457)
-------------- ------------- ------------------ ----------------------
Cash flows from financing activities:
Initial partner contributions - - - 1,100
Sale of limited partner units - 8,718,260 4,749,585 6,679,750
Subscriptions receivable 5,000 1,197,370 137,545 (1,030,915)
Offering expenses (5,920) (1,440,772) (575,076) (866,796)
Increase (decrease) in loan payable - - (113,269) 113,269
-------------- ------------- ------------------ ----------------------
Net cash provided by financing activities (920) 8,474,858 4,198,785 4,896,408
-------------- ------------- ------------------ ----------------------
Net change in cash and cash equivalents (3,348,651) 1,810,873 2,318,160 372,505
Cash and cash equivalents, beginning of
period 4,501,538 2,690,665 372,505 -
-------------- ------------- ------------------ ----------------------
Cash and cash equivalents, end of
period/year $ 1,152,887 $ 4,501,538 $ 2,690,665 $ 372,505
============== ============= ================== ======================
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION -
Interest paid $ 17,633 $ 10,397 $ 1,262 $ -
============== ============= ================== ======================
Taxes paid $ 800 $ 800 $ - $ 800
============== ============= ================== ======================
See accompanying notes to financial statements
16
WNC HOUSING TAX CREDIT FUND VI, L.P., SERIES 6
(A California Limited Partnership)
NOTES TO FINANCIAL STATEMENTS
For The Years Ended March 31, 2001 and 2000,
For The Three Months Ended March 31, 1999 and
For The Period August 20, 1998 (Date Operations
Commenced) Through December 31, 1998
NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
- --------------------------------------------------------------------
Organization
- ------------
WNC Housing Tax Credit Fund VI, L.P., Series 6 (the "Partnership") was formed on
March 3, 1997 under the laws of the State of California, and commenced
operations on August 20, 1998. Prior to August 20, 1998, the Partnership was
considered a development-stage enterprise. The Partnership was formed to invest
primarily in other limited partnerships ("the Local Limited Partnerships") which
own and operate multi-family housing complexes (the "Housing Complexes") that
are eligible for low income housing tax credits. The local general partners (the
"Local General Partners") of each Local Limited Partnership retain
responsibility for developing, constructing, maintaining, operating and managing
the Housing Complex.
The general partner is WNC & Associates, Inc. ("WNC" or the "General Partner").
Wilfred N. Cooper, Sr., through the Cooper Revocable Trust, owns 66.8% of the
outstanding stock of WNC. John B. Lester, Jr. is the original limited partner of
the Partnership and owns, through the Lester Family Trust, 28.6% of the
outstanding stock of WNC. Wilfred N. Cooper, Jr., President of WNC, owns 2.1% of
the outstanding stock of WNC.
The Partnership shall continue in full force and effect until December 31, 2052,
unless terminated prior to that date, pursuant to the partnership agreement or
law.
The financial statements include only activity relating to the business of the
Partnership, and do not give effect to any assets that the partners may have
outside of their interests in the Partnership, or to any obligations, including
income taxes, of the partners.
The Partnership agreement authorized the sale of up to 25,000 units at $1,000
per Unit ("Units"). As of March 31, 2001 and 2000, 20,500 units, representing
subscriptions in the amount of $20,456,595, net of discounts of $27,305 for
volume purchases and dealer discounts of $16,100 had been accepted. As of March
31, 1999, 11,776 Units, representing subscriptions in the amount of $11,738,335,
net of discounts of $ 27,305 for volume purchases and dealer discounts of
$10,360, had been accepted. As of December 31, 1998, 6,944 Units representing
subscriptions in the amount of $6,942,250, net of discounts of $1,750 for volume
purchases, had been accepted. The General Partner has a 1% interest in operating
profits and losses, taxable income and losses, cash available for distribution
from the Partnership and tax credits of the Partnership. The limited partners
will be allocated the remaining 99% of these items in proportion to their
respective investments.
After the limited partners have received proceeds from a sale or refinancing
equal to their capital contributions and their return on investment (as defined
in the Partnership Agreement) and the General Partner has received proceeds
equal to its capital contribution and a subordinated disposition fee (as
described in Note 4) from the remainder, any additional sale or refinancing
proceeds will be distributed 90% to the limited partners (in proportion to their
respective investments) and 10% to the General Partner.
Changes in Reporting Year End
- -----------------------------
In 1999, the Partnership elected to change it's year end for financial reporting
purposes from December 31 to March 31. All financial information reflected in
the financial statements and related footnotes has been adjusted for this change
in year end except for the combined condensed financial information relating to
the Local Limited Partnerships included in Note 3.
17
WNC HOUSING TAX CREDIT FUND VI, L.P., SERIES 6
(A California Limited Partnership)
NOTES TO FINANCIAL STATEMENTS - CONTINUED
For The Years Ended March 31, 2001 and 2000,
For The Three Months Ended March 31, 1999 and
For The Period August 20, 1998 (Date Operations
Commenced) Through December 31, 1998
NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, continued
- -------------------------------------------------------------------------------
Risks and Uncertainties
- -----------------------
The Partnership's investments in Local Limited Partnerships are subject to the
risks incident to the management and ownership of low-income housing and to the
management and ownership of multi-unit residential real estate. Some of these
risks are that the low income housing credit could be recaptured and that
neither the Partnership's investments nor the Housing Complexes owned by the
Local Limited Partnerships will be readily marketable. To the extent the Housing
Complexes receive government financing or operating subsidies, they may be
subject to one or more of the following risks: difficulties in obtaining tenants
for the Housing Complexes; difficulties in obtaining rent increases; limitations
on cash distributions; limitations on sales or refinancing of Housing Complexes;
limitations on transfers of Local Limited Partnership Interests; limitations on
removal of Local General Partners; limitations on subsidy programs; and possible
changes in applicable regulations. The Housing Complexes are or will be subject
to mortgage indebtedness. If a Local Limited Partnership does not make its
mortgage payments, the lender could foreclose resulting in a loss of the Housing
Complex and low income housing credits. As a limited partner of the Local
Limited Partnerships, the Partnership will have very limited rights with respect
to management of the Local Limited Partnerships, and will rely totally on the
Local General Partners of the Local Limited Partnerships for management of the
Local Limited Partnerships. The value of the Partnership's investments will be
subject to changes in national and local economic conditions, including
unemployment conditions, which could adversely impact vacancy levels, rental
payment defaults and operating expenses. This, in turn, could substantially
increase the risk of operating losses for the Housing Complexes and the
Partnership. In addition, each Local Limited Partnership is subject to risks
relating to environmental hazards and natural disasters which might be
uninsurable. Because the Partnership's operations will depend on these and other
factors beyond the control of the General Partner and the Local General
Partners, there can be no assurance that the anticipated low income housing
credits will be available to Limited Partners.
In addition, Limited Partners are subject to risks in that the rules governing
the low income housing credit are complicated, and the use of credits can be
limited. The only material benefit from an investment in Units may be the low
income housing credits. There are limits on the transferability of Units, and it
is unlikely that a market for Units will develop. All management decisions will
be made by the General Partner.
Method of Accounting For Investments in Local Limited Partnerships
- ------------------------------------------------------------------
The Partnership accounts for its investments in Limited Partnerships using the
equity method of accounting, whereby the Partnership adjusts its investment
balance for its share of the Local Limited Partnership's results of operations
and for any distributions received. The accounting policies of the Local Limited
Partnerships are consistent with the Partnership. Costs incurred by the
Partnership in acquiring the investments are capitalized as part of the
investment and amortized over 30 years (see Note 3).
Income from limited partnerships for the period August 20, 1998 (Date Operations
Commenced) through December 31, 1998 has been recorded by the Partnership based
on reported results provided by this Local Limited Partnerships. Income from
limited partnerships for the three months ended March 31, 1999 has been
estimated by management of the Partnership. Losses from Local Limited
Partnerships for the years ended March 31, 2001 and 2000 have been recorded by
the Partnership based on nine months of reported results provided by the Local
Limited Partnerships and on three months of results estimated by management of
the Partnership. Losses from Local Limited Partnerships allocated to the
Partnership will not be recognized to the extent that the investment balance
would be adjusted below zero.
18
WNC HOUSING TAX CREDIT FUND VI, L.P., SERIES 6
(A California Limited Partnership)
NOTES TO FINANCIAL STATEMENTS - CONTINUED
For The Years Ended March 31, 2001 and 2000,
For The Three Months Ended March 31, 1999 and
For The Period August 20, 1998 (Date Operations
Commenced) Through December 31, 1998
NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, continued
- -------------------------------------------------------------------------------
Offering Expenses
- -----------------
Offering expenses consist of underwriting commissions, legal fees, printing,
filing and recordation fees, and other costs incurred with the selling of
limited partnership interests in the Partnership. The General Partner is
obligated to pay all offering and organization costs in excess of 14.5%
(including sales commissions) of the total offering proceeds. Offering expenses
are reflected as a reduction of limited partners' capital and amounted to
$2,817,761, $2,817,412, $1,478,935 and $866,796 as of March 31, 2001, 2000 and
1999 and December 31, 1998, respectively.
Use of Estimates
- ----------------
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 revenues and expenses during the reporting period.
Actual results could materially differ from those estimates.
Cash and Cash Equivalents
- -------------------------
The Partnership considers all highly liquid investments with remaining
maturities of three months or less when purchased to be cash equivalents. As of
March 31, 2001 and 2000, the Partnership had cash equivalents of $815,000 and
$3,150,000, respectively.
Concentration of Credit Risk
- ----------------------------
At March 31, 2001, the Partnership maintained cash balances at a certain
financial institution in excess of the federally insured maximum.
Net Income Per Limited Partner Unit
- -----------------------------------
Net income per limited partnership unit is calculated pursuant to Statement of
Financial Accounting Standards No. 128, Earnings Per Share. Net income per unit
includes no dilution and is computed by dividing income available to limited
partners by the weighted average number of units outstanding during the period.
Calculation of diluted net income per unit is not required.
Reporting Comprehensive Income
- ------------------------------
In June 1997, the FASB issued Statement of Financial Accounting Standards
("SFAS") No. 130, Reporting Comprehensive Income. This statement establishes
standards for reporting the components of comprehensive income and requires that
all items that are required to be recognized under accounting standards as
components of comprehensive income be included in a financial statement that is
displayed with the same prominence as other financial statements. Comprehensive
income includes net income as well as certain items that are reported directly
within a separate component of Partners' equity and bypass net income. The
Partnership adopted the provisions of this statement in 1998. For the periods
presented, the Partnership has no elements of other comprehensive income, as
defined by SFAS No. 130.
19
WNC HOUSING TAX CREDIT FUND VI, L.P., SERIES 6
(A California Limited Partnership)
NOTES TO FINANCIAL STATEMENTS - CONTINUED
For The Years Ended March 31, 2001 and 2000,
For The Three Months Ended March 31, 1999 and
For The Period August 20, 1998 (Date Operations
Commenced) Through December 31, 1998
NOTE 2 - LOANS RECEIVABLE
- -------------------------
Loans receivable represent amounts loaned by the Partnership to certain Local
Limited Partnerships in which the Partnership may invest. These loans are
generally applied against the first capital contribution due if the Partnership
ultimately invests in such entities. In the event that the Partnership does not
invest in such entities, the loans are to be repaid with interest at a rate
which is equal to the rate charged to the holder (11.5% and 8.5% at March 31,
2001 and 2000, respectively). A loan receivable with a balance of $154,878 at
March 31, 2000 was due from one Local Limited Partnership, in which an interest
was not acquired. During 2001 the amount was repaid in full. A loan receivable
with a balance of $50,000 at March 31, 2001 is due from one Local Limited
Partnership, in which an interest was not acquired.
NOTE 3 - INVESTMENTS IN LIMITED PARTNERSHIPS
- --------------------------------------------
As of March 31, 2001 and 2000, the Partnership had acquired Limited Partnership
interests in fourteen and twelve Local Limited Partnerships, respectively, each
of which owns one Housing Complex, except for one Local Limited Partnership
which owns three Housing Complexes, consisting of an aggregate of 588 and 514
apartment units, respectively. As of March 31, 2001, construction or
rehabilitation of two of the Housing Complexes was still in process. The
respective general partners of the Local Limited Partnerships manage the day to
day operations of the entities. Significant Local Limited Partnership business
decisions require approval from the Partnership. The Partnership, as a limited
partner, is generally entitled to 99.9%, as specified in the Local Limited
Partnership agreements, of the operating profits and losses, taxable income and
losses and tax credits of the Local Limited Partnerships.
The Partnership's investment in Local Limited Partnerships as reflected in the
balance sheets at March 31, 2001 and 2000 are approximately $1,493,000 and
$3,661,000, respectively, greater than the Partnership's equity at the preceding
December 31 as shown in the Local Limited Partnerships' combined financial
statements presented below. This difference is primarily due to acquisition,
selection, and other costs related to the acquisition of the investments which
have been capitalized in the Partnership's investment account and capital
contributions payable to the limited partnerships which were netted against
partner capital in the Local Limited Partnership's financial statements (see
Note 6). The Partnership's investment is also lower than the Partnership's
equity as shown in the Local Limited Partnership's combined financial statements
due to the estimated losses recorded by the Partnership for the three month
period ended March 31.
Equity in losses of the Local Limited Partnerships is recognized in the
financial statements until the related investment account is reduced to a zero
balance. Losses incurred after the investment account is reduced to zero are not
recognized. If the Local Limited Partnerships report net income in future years,
the Partnership will resume applying the equity method only after its share of
such net income equals the share of net losses not recognized during the
period(s) the equity method was suspended.
Distributions received by limited partners are accounted for as a reduction of
the investment balance. Distributions received after the investment has reached
zero are recognized as income. As of March 31, 2001, no investment accounts in
Local Limited Partnerships had reached a zero balance.
20
WNC HOUSING TAX CREDIT FUND VI, L.P., SERIES 6
(A California Limited Partnership)
NOTES TO FINANCIAL STATEMENTS - CONTINUED
For The Years Ended March 31, 2001 and 2000,
For The Three Months Ended March 31, 1999 and
For The Period August 20, 1998 (Date Operations
Commenced) Through December 31, 1998
NOTE 3 - INVESTMENTS IN LIMITED PARTNERSHIPS, continued
- -------------------------------------------------------
Following is a summary of the equity method activity of the investment in the
Local Limited Partnerships for the periods presented:
For the Period
August 20, 1998
For the Three (Date Operations
For the Years Ended Months Ended Commenced) Through
March 31 March 31 December 31
----------------------------------- ----------------- ----------------------------
2001 2000 1999 1998
------------- ----------------- ----------------- ----------------------------
Investments per balance sheet,
beginning of period $ 13,829,634 $ 7,748,624 $ 6,440,762 $ -
Capital contributions paid, net 2,403,096 5,211,780 514,697 4,155,453
Capital contributions to be paid 36,689 805,242 402,848 1,734,427
Equity in income/(losses) of limited
partnerships (813,901) (520,281) 47,263 60,610
Tax credit adjustments 33,745 (74,861) - -
Capitalized acquisition fees and costs - 704,746 348,261 493,327
Amortization of paid acquisition fees
and costs (51,548) (45,616) (5,207) (3,055)
Distributions received 1,981 - - -
------------- -------------- ------------------ --------------------
Investment per balance sheet, end of
period $ 15,439,696 $ 13,829,634 $ 7,748,624 $ 6,440,762
============= ============== ================== ====================
The financial information from the individual financial statements of the
Limited Partnerships include rental and interest subsidies. Rental subsidies are
included in total revenues and interest subsidies are generally netted in
interest expense. Approximate combined condensed financial information from the
individual financial statements of the Local Limited Partnerships as of December
31 and for the years then ended is as follows:
COMBINED CONDENSED BALANCE SHEETS
2000 1999
--------------------- ---------------------
ASSETS
Buildings and improvements (net of accumulated depreciation
for 2000 and 1999 of $1,518,000 and $779,000,
respectively) $ 27,543,000 $ 21,688,000
Land 1,660,000 1,268,000
Construction in progress - 3,053,000
Other assets (including due from affiliates for 2000 and
1999 of $46,000 and $268,000, respectively) 3,986,000 1,899,000
--------------------- ---------------------
$ 33,189,000 $ 27,908,000
===================== =====================
21
WNC HOUSING TAX CREDIT FUND VI, L.P., SERIES 6
(A California Limited Partnership)
NOTES TO FINANCIAL STATEMENTS - CONTINUED
For The Years Ended March 31, 2001 and 2000,
For The Three Months Ended March 31, 1999 and
For The Period August 20, 1998 (Date Operations
Commenced) Through December 31, 1998
NOTE 3 - INVESTMENTS IN LIMITED PARTNERSHIPS, continued
- -------------------------------------------------------
COMBINED CONDENSED BALANCE SHEETS, Continued
2000 1999
--------------------- ---------------------
LIABILITIES AND PARTNERS' EQUITY
Mortgage and construction loans payable $ 14,402,000 $ 13,258,000
Other liabilities (including payables to affiliates for 2000
and 1999 of $1,627,000 and $2,221,000, respectively) 2,033,000 3,076,000
--------------------- ---------------------
16,435,000 16,334,000
--------------------- ---------------------
PARTNERS' CAPITAL
WNC Housing Tax Credit Fund VI, L.P., Series 6 13,911,000 10,169,000
Other partners 2,843,000 1,405,000
--------------------- ---------------------
16,754,000 11,574,000
--------------------- ---------------------
$ 33,189,000 $ 27,908,000
===================== =====================
COMBINED CONDENSED STATEMENTS OF OPERATIONS
2000 1999 1998
----------------- ----------------- -------------------
Revenues $ 2,138,000 $ 1,393,000 $ 236,000
----------------- ----------------- -------------------
Expenses:
Operating expenses 1,323,000 781,000 175,000
Interest expense 606,000 429,000 -
Depreciation and amortization 986,000 563,000 -
----------------- ----------------- -------------------
Total expenses 2,915,000 1,773,000 175,000
----------------- ----------------- -------------------
Net income(loss) $ (777,000) $ (380,000) $ 61,000
================= ================= ===================
Net income (loss) allocable to the Partnership $ (759,000) $ (341,000) $ 61,000
================= ================= ===================
Net income (loss) recorded by the Partnership $ (814,000) $ (520,000) $ 61,000
================= ================= ===================
22
WNC HOUSING TAX CREDIT FUND VI, L.P., SERIES 6
(A California Limited Partnership)
NOTES TO FINANCIAL STATEMENTS - CONTINUED
For The Years Ended March 31, 2001 and 2000,
For The Three Months Ended March 31, 1999 and
For The Period August 20, 1998 (Date Operations
Commenced) Through December 31, 1998
NOTE 4 - RELATED PARTY TRANSACTIONS
- -----------------------------------
Under the terms of the Partnership Agreement, the Partnership has paid or is
obligated to the General Partner or its affiliates for the following items:
Acquisition fees of up to 7% of the gross proceeds from the sale of
Units as compensation for services rendered in connection with the
acquisition of Local Limited Partnerships. As of March 31, 2001 and
2000, the Partnership incurred acquisition fees of $1,435,000.
Accumulated amortization of these capitalized costs was $98,038 and
$50,202 for March 31, 2001 and 2000, respectively.
Reimbursement of costs incurred by an affiliate of the General Partner
in connection with the acquisition of Local Limited Partnerships.
These reimbursements have not exceeded 1.5% of the gross proceeds. As
of March 31, 2001 and 2000, the Partnership incurred acquisition costs
of $111,334, which have been included in investments in limited
partnerships. Accumulated amortization was $7,388 and $3,676 as of
March 31, 2001 and 2000, respectively.
An annual asset management fee not to exceed 0.2% of the Invested
Assets (defined as the Partnership's capital contributions plus
reserves of the Partnership of up to 5% of gross proceeds plus its
allocable percentage of the mortgage debt encumbering the Housing
Complexes) of the Local Limited Partnerships. Management fees of
$58,310 and $54,064, were incurred during the year ended March 31,
2001 and 2000, respectively, $8,096 and $0 were incurred during the
three months ended March 31, 1999 and the period ended December 31,
1998, respectively, of which $53,904 and $51,614, were paid during the
years ended March 31, 2001 and 2000. No management fees were paid
during the three months ended March 31, 1999 or the period ended
December 31, 1998.
A subordinated disposition fee in an amount equal to 1% of the sales
price of real estate sold. Payment of this fee is subordinated to the
limited partners receiving a preferred return of 12% through December
31, 2008 and 6% thereafter (as defined in the Partnership Agreement)
and is payable only if the General Partner or its affiliates render
services in the sales effort.
The accrued fees and expenses due to the General Partner and affiliates consist
of the following:
March 31
--------------------------------
2001 2000
------------- ---------------
Acquisition fees $ - $ 19,054
Asset management fee payable 14,952 10,546
Commissions payable to affiliate - 2,275
Reimbursement for expenses paid by the General partner or
an affiliate 8,000 3,296
------------- ---------------
$ 22,952 $ 35,171
============= ===============
23
WNC HOUSING TAX CREDIT FUND VI, L.P., SERIES 6
(A California Limited Partnership)
NOTES TO FINANCIAL STATEMENTS - CONTINUED
For The Years Ended March 31, 2001 and 2000,
For The Three Months Ended March 31, 1999 and
For The Period August 20, 1998 (Date Operations
Commenced) Through December 31, 1998
NOTE 5 - QUARTERLY RESULTS OF OPERATIONS (UNAUDITED)
- ----------------------------------------------------
The following is a summary of the quarterly operations for the years ended March
31, 2001 and 2000 (in thousands, except for per share data).
June 30 September 30 December 31 March 31
--------------- --------------- --------------- ---------------
2001
----
Income $ 62,000 $ 30,000 $ 20,000 $ 21,000
Operating expenses 35,000 54,000 45,000 38,000
Equity in income (losses) of
limited partnerships (88,000) (142,000) (142,000) (442,000)
--------------- --------------- --------------- -- -------------
Net income (loss) $ (61,000) $ (166,000) $ (167,000) $ (459,000)
=============== =============== =============== ===============
Income (loss) available to
limited partner $ (61,000) $ (165,000) $ (165,000) $ (453,000)
=============== =============== =============== ===============
Earnings (loss) per limited
partnership unit $ (3) $ (8) $ (8) $ (22)
=============== =============== =============== ===============
2000
----
Income $ 42,000 $ 73,000 $ 72,000 $ 50,000
Operating expenses 19,000 87,000 92,000 (59,000)
Equity in income (losses) of
limited partnerships 13,000 (44,000) 51,000 (540,000)
Loss from sale of securities - - - (86,000
--------------- --------------- --------------- ---------------
Net income (loss) $ 36,000 $ (58,000) $ 31,000 $ (517,000)
=============== =============== =============== ===============
Income (loss) available to
limited partner $ 35,000 $ (57,000) $ 31,000 $ (512,000)
=============== =============== =============== ===============
Earnings (loss) per limited
partnership unit $ 2 $ (3) $ (1) $ (23)
=============== =============== =============== ===============
24
WNC HOUSING TAX CREDIT FUND VI, L.P., SERIES 6
(A California Limited Partnership)
NOTES TO FINANCIAL STATEMENTS - CONTINUED
For The Years Ended March 31, 2001 and 2000,
For The Three Months Ended March 31, 1999 and
For The Period August 20, 1998 (Date Operations
Commenced) Through December 31, 1998
NOTE 6 - PAYABLES TO LIMITED PARTNERSHIPS
- -----------------------------------------
Payables to limited partnerships represent amounts which are due at various
times based on conditions specified in the Local Limited Partnership agreements.
These contributions are payable in installments and are generally due upon the
limited partnerships achieving certain operating and development benchmarks
(generally within two years of the Partnership's initial investment).
NOTE 7 - INCOME TAXES
- ---------------------
No provision for income taxes has been recorded in the accompanying financial
statements as any liability for income taxes is the obligation of the partners
of the Partnership.
NOTE 8 - SUBSCRIPTIONS AND NOTES RECEIVABLE
- -------------------------------------------
During 1998, the Partnership had received subscriptions for 6,944 Units which
included subscriptions receivable of $1,030,915, net of dealer discounts, and
promissory notes receivable of $262,500. Limited partners who subscribed for ten
or more units of Local Limited Partnerships interest ($10,000) could elect to
pay 50% of the purchase price in cash upon subscription and the remaining 50% by
the delivery of a promissory note payable, together with interest at the rate of
5.5% per annum, due no later than 13 months after the subscription date.
Subscriptions and notes receivable collected subsequent to year-end are recorded
as a capital contribution and an asset in the accompanying financial statements.
Any unpaid balance is reflected as a reduction of partners' equity in the
accompanying financial statements.
During the three month period ending March 31, 1999, the Partnership received
subscriptions for 4,832 Units which included subscriptions receivable of
$703,375, net of dealer discounts, and promissory notes receivable of $231,500,
all which was collected during the year ended March 31, 2000. In 1998, the
Partnership had received promissory notes of $262,500 related to the sale of
Units, of which $185,000 was collected subsequent to March 31, 1999.
From April 1, 1999 through June 23, 1999, the date of closing the fund, the
Partnership received subscriptions for an additional 8,724 Units, for which it
has received net cash totaling $8,718,260. Notes receivable totaling $5,000
remain outstanding as of March 31, 2000. Such notes were collected in full
during 2001.
NOTE 9 - LOSS FROM SALE OF SECURITIES
- -------------------------------------
The $(85,727) realized loss experienced in fiscal 2000 from the sale of
securities was the result of market fluctuations that reduced the values of
certain tax-exempt investments by $85,727. In order to avoid future losses,
these investments were liquidated in October 1999. The cash generated from the
sale of these investments was reinvested in tax-exempt, auction rate preferred
instruments that are highly liquid and diversified securities backed by 200%
collateral.
25
Item 9. Changes in and Disagreements With Accountants on Accounting and
Financial Disclosure
NOT APPLICABLE
PART III.
Item 10. Directors and Executive Officers of the Registrant
The Partnership has no directors or executive officers of its own. The following
biographical information is presented for the directors and executive officers
of Associates which has principal responsibility for the Partnership's affairs.
Directors and Executive Officers of WNC & Associates, Inc.
The directors of WNC & Associates, Inc. are Wilfred N. Cooper, Sr., who serves
as Chairman of the Board, John B. Lester, Jr., David N. Shafer, Wilfred N.
Cooper, Jr. and Kay L. Cooper. The principal shareholders of WNC & Associates,
Inc. are trusts established by Wilfred N. Cooper, Sr. and John B. Lester, Jr.
Wilfred N. Cooper, Sr., age 70, is the founder, Chief Executive Officer and a
Director of WNC & Associates, Inc., a Director of WNC Capital Corporation, and a
general partner in some of the programs previously sponsored by the Sponsor. Mr.
Cooper has been involved in real estate investment and acquisition activities
since 1968. Previously, during 1970 and 1971, he was founder and principal of
Creative Equity Development Corporation, a predecessor of WNC & Associates,
Inc., and of Creative Equity Corporation, a real estate investment firm. For 12
years prior to that, Mr. Cooper was employed by Rockwell International
Corporation, last serving as its manager of housing and urban developments where
he had responsibility for factory-built housing evaluation and project
management in urban planning and development. Mr. Cooper is a Director of the
National Association of Home Builders (NAHB) and a National Trustee for NAHB's
Political Action Committee, a Director of the National Housing Conference (NHC)
and a member of NHC's Executive Committee and a Director of the National
Multi-Housing Council (NMHC). Mr. Cooper graduated from Pomona College in 1956
with a Bachelor of Arts degree.
John B. Lester, Jr., age 67, is Vice-Chairman, a Director, member of the
Acquisition Committee of WNC & Associates, Inc., and a Director of WNC Capital
Corporation. Mr. Lester has 27 years of experience in engineering and
construction and has been involved in real estate investment and acquisition
activities since 1986 when he joined the Sponsor. Previously, he was Chairman of
the Board and Vice President or President of E & L Associates, Inc., a provider
of engineering and construction services to the oil refinery and petrochemical
industries which he co-founded in 1973. Mr. Lester graduated from the University
of Southern California in 1956 with a Bachelor of Science degree in Mechanical
Engineering.
Wilfred N. Cooper, Jr., age 38, is President, Chief Operating Officer, a
Director, Secretary and a member of the Acquisition Committee of WNC &
Associates, Inc. He is President of, and a registered principal with, WNC
Capital Corporation, a member firm of the NASD, and is a Director of WNC
Management, Inc. He has been involved in investment and acquisition activities
with respect to real estate since he joined the Sponsor in 1988. Prior to this,
he served as Government Affairs Assistant with Honda North America in
Washington, D.C. Mr. Cooper is a member of the Advisory Board for LIHC Monthly
Report, a Director of NMHC and an Alternate Director of NAHB. He graduated from
The American University in 1985 with a Bachelor of Arts degree.
David N. Shafer, age 49, is Executive Vice President, a Director, General
Counsel, and a member of the Acquisition Committee of WNC & Associates, Inc.,
and a Director and Secretary of WNC Management, Inc. Mr. Shafer has been
involved in real estate investment and acquisition activities since 1984. Prior
to joining the Sponsor in 1990, he was practicing law with a specialty in real
estate and taxation. Mr. Shafer is a Director and President of the California
Council of Affordable Housing and a member of the State Bar of California. Mr.
Shafer graduated from the University of California at Santa Barbara in 1978 with
a Bachelor of Arts degree, from the New England School of Law in 1983 with a
Juris Doctor degree (cum laude) and from the University of San Diego in 1986
with a Master of Law degree in Taxation.
26
Thomas J. Riha, age 46, became Chief Financial Officer effective January 2001.
Prior to his appointment as Chief Financial Officer he was Vice President -
Asset Management and a member of the Acquisition Committee of WNC & Associates,
Inc. and a Director and Chief Executive Officer of WNC Management, Inc. Mr. Riha
has been involved in acquisition and investment activities with respect to real
estate since 1979. Prior to joining the Sponsor in 1994, Mr. Riha was employed
by Trust Realty Advisor, a real estate acquisition and management company, last
serving as Vice President - Operations. Mr. Riha graduated from the California
State University, Fullerton in 1977 with a Bachelor of Arts degree (cum laude)
in Business Administration with a concentration in Accounting and is a Certified
Public Accountant and a member of the American Institute of Certified Public
Accountants.
Sy P. Garban, age 55, is Vice President - National Sales of WNC & Associates,
Inc. and has been employed by the Sponsor since 1989. Mr. Garban has been
involved in real estate investment activities since 1978. Prior to joining the
Sponsor he served as Executive Vice President of MRW, Inc., a real estate
development and management firm. Mr. Garban is a member of the International
Association of Financial Planners. He graduated from Michigan State University
in 1967 with a Bachelor of Science degree in Business Administration.
N. Paul Buckland, age 38, is Vice President - Acquisitions and a member of the
Acquisition Committee of WNC & Associates, Inc. He has been involved in real
estate acquisitions and investments since 1986 and has been employed with WNC &
Associates, Inc. since 1994. Prior to that, he served on the development team of
the Bixby Ranch which constructed apartment units and Class A office space in
California and neighboring states, and as a land acquisition coordinator with
Lincoln Property Company where he identified and analyzed multi-family
developments. Mr. Buckland graduated from California State University, Fullerton
in 1992 with a Bachelor of Science degree in Business Finance.
David Turek, age 46, is Vice President - Originations of WNC & Associates, Inc.
He has been involved with real estate investment and finance activities since
1976 and has been employed by WNC & Associates, Inc. since 1996. From 1995 to
1996, Mr. Turek served as a consultant for a national Tax Credit sponsor where
he was responsible for on-site feasibility studies and due diligence analyses of
Tax Credit properties. From 1990 to 1995, he was involved in the development of
conventional and tax credit multi-family housing. He is a Director with the
Texas Council for Affordable Rural Housing and graduated from Southern Methodist
University in 1976 with a Bachelor of Business Administration degree.
Kay L. Cooper, age 64, is a Director of WNC & Associates, Inc. Mrs. Cooper was
the founder and sole proprietor of Agate 108, a manufacturer and retailer of
home accessory products, from 1975 until 1998. She is the wife of Wilfred N.
Cooper, Sr., the mother of Wilfred N. Cooper, Jr. and the sister of John B.
Lester, Jr. Ms. Cooper graduated from the University of Southern California in
1958 with a Bachelor of Science degree.
27
Item 11. Executive Compensation
The Partnership has no officers, employees, or directors. However, under the
terms of the Partnership Agreement the Partnership is obligated to the General
Partner or its affiliates for the following fees:
(a) Organization and Offering Expenses. The Partnership accrued or paid to the
General Partner or its affiliates as of March 31, 2001, 2000 and 1999 and
December 31, 1998 approximately $2,817,761, $2,817,412, $1,478,935 and
$866,796, respectively, for selling commissions and other fees and expenses
of the Partnership's offering of Units. Of the total accrued or paid,
approximately $2,202,760, $2,202,411, $1,125,655 and $675,500 as of March
31, 2000, 1999, and December 31, 1998, respectively, was paid or to be paid
to unaffiliated persons participating in the Partnership's offering or
rendering other services in connection with the Partnership's offering.
(b) Acquisition Fees. Acquisition fees in an amount equal to 7.0% of the gross
proceeds of the Partnership's offering ("Gross Proceeds") allocable to each
of Local Limited Partnerships. As of March 31, 2001 and 2000, the aggregate
amount of acquisition fees paid or accrued was approximately $1,435,000. As
of December 31, 1999 and 1998, the aggregate amount of acquisition fees
paid or accrued was approximately $789,740 and $464,555, respectively.
(c) Acquisition Expense. The Partnership accrued to or paid to the General
Partner or its affiliates for acquisition expense expended by such persons
on behalf of the Partnership of approximately $111,334, $111,334, $51,848
and $28,772 as of March 31, 2001, 2000, 1999, and December 31, 1998,
respectively. The limit on this reimbursement is 1.5% of Gross Proceeds.
(d) Annual Asset Management Fee. An annual asset management fee in an amount
equal to 0.2% of the Invested Assets. "Invested Assets" means the sum of
the Partnership's Investment in Local Limited Partnerships and the
Partnership's allocable share of mortgage loans on and other debts related
to the Housing Complexes owned by such Local Limited Partnerships. Fees of
$58,310, $54,064, $8,096 and $0 were incurred during the years ended March
31, 2001 and 2000, the three months ended March 31, 1999 and the period
ended December 31, 1998, respectively, of which $53,904 and $51,614 was
paid for the years ended March 31, 2001 and 2000. No management fees were
paid during the three months ended March 31, 1999 or the period ended
December 31, 1998.
(e) Subordinated Disposition Fee. A subordinated disposition fee in an amount
equal to 1% of the sale price received in connection with the sale or
disposition of a Housing Complex. Subordinated disposition fees will be
subordinated to the prior return of the Limited Partners' capital
contributions and payment of the Return on Investment to the Limited
Partners. "Return on Investment" means an annual, cumulative but not
compounded, "return" to the Limited Partners (including Low Income Housing
Credits) as a class on their adjusted capital contributions commencing for
each Limited Partner on the last day of the calendar quarter during which
the Limited Partner's capital contribution is received by the Partnership,
calculated at the following rates: (i) 12% through December 31, 2008, and
(ii) 6% for the balance of the Partnerships term. No disposition fees have
been paid.
(f) Operating Expenses. The Partnership reimbursed the General Partner or its
affiliates for operating expenses of approximately $46,000, $17,000, $1,000
and $3,000 during the years ended March 31, 2001 and 2000, the three months
ended March 31, 1999 and the period ended December 31, 1998, respectively.
(g) Interest in Partnership. The General Partner will receive 1% of the
Partnership's allocated Low Income Housing Credits. No Low Income Housing
Credits have been allocated. The General Partner is also entitled to
receive 1% of cash distributions. There have been no distributions of cash
to the General Partner.
28
Item 12. Security Ownership of Certain Beneficial Owners and Management
(a) Security Ownership of Certain Beneficial Owners
-----------------------------------------------
No person is known to own beneficially in excess of 5% of the outstanding
units.
(b) Security Ownership of Management
Neither the General Partner, its affiliates, nor any of the officers or
directors of the General Partner or its affiliates own directly or
beneficially any Units in the Partnership.
(c) Changes in Control
The management and control of the General Partner may be changed at any
time in accordance with its organizational documents, without the consent
or approval of the Limited Partners. In addition, the Partnership Agreement
provides for the admission of one or more additional and successor General
Partners in certain circumstances.
First, with the consent of any other General Partners and a
majority-in-interest of the Limited Partners, any General Partner may
designate one or more persons to be successor or additional General
Partners. In addition, any General Partner may, without the consent of any
other General Partner or the Limited Partners, (i) substitute in its stead
as General Partner any entity which has, by merger, consolidation or
otherwise, acquired substantially all of its assets, stock or other
evidence of equity interest and continued its business, or (ii) cause to be
admitted to the Partnership an additional General Partner or Partners if it
deems such admission to be necessary or desirable so that the Partnership
will be classified a partnership for Federal income tax purposes. Finally,
a majority-in-interest of the Limited Partners may at any time remove the
General Partner of the Partnership and elect a successor General Partner.
Item 13. Certain Relationships and Related Transactions
The General Partner manages all of the Partnership's affairs. The transactions
with the General Partner are primarily in the form of fees paid by the
Partnership for services rendered to the Partnership and the General Partner's
interest in the Partnership, as discussed in Item 11 and in the notes to the
Partnership's financial statements.
29
PART IV.
Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K
(a)(1) Financial statements included in Part II hereof:
- -----------------------------------------------
Report of Independent Certified Public Accountants Balance Sheets, March
31, 2001 and 2000 Statements of Operations for the years ended March 31,
2001 and 2000, the three months ended March 31, 1999 and the period
August 20, 1998 (date operations commenced) through December 31, 1998
Statements of Partners' Equity for the years ended March 31, 2001 and
2000, the three months ended March 31, 1999 and the period August 20,
1998 (date operations commenced) through December 31, 1998 Statements of
Cash Flows for the years ended March 31, 2001 and 2000, the three months
ended March 31, 1999 and the period August 20, 1998 (date operations
commenced) through December 31, 1998 Notes to Financial Statements
(a)(2) Financial statement schedules included in Part IV hereof:
-------------------------------------------------------------------------
Report of Independent Certified Public Accountants on Financial Statement
Schedules Schedule III, Real Estate Owned by Local Limited Partnerships
(b) Reports on form 8-K
-------------------
NONE
(c) Exhibits.
--------
3.1 Agreement of Limited Partnership dated as of March 3, 1997, filed as
Exhibit 3.1 to Post-Effective Amendment No. 1 to the Registration
Statement, is hereby incorporated herein as Exhibit 3.1.
3.2 First Amendment to Agreement of Limited Partnership dated as of August
29, 1997 filed as Exhibit 3.2 to Post-Effective Amendment No. 6 to
registration Statement, is hereby incorporated herein as Exhibit 3.2.
10.1 Amended and Restated Agreement of Limited Partnership of Trenton Village
Apts., L.P. filed as exhibit 10.1 to the current report on Form 8-K dated
August 11, 1998, is herein incorporated by reference herein as Exhibit
10.1.
10.2 Second Amended and Restated Agreement of Limited Partnership of United
Development Co., L.P.-97.0. filed as Exhibit 10.1 to the amendment to the
current report on Form 8-K/A dated September 22, 1998, is herein
incorporated herein by reference as Exhibit 10.2.
10.3 First Amendment to the Amended and Restated Agreement of Limited
Partnership of United Development Co., L.P. -97.0 filed as Exhibit 10.2
to the amendment to the current report on Form 8-K/A dated September 22,
1998 is hereby incorporated herein by reference as Exhibit 10.3.
10.4 Amended and Restated Agreement of Limited Partnership of Desloge
Associates I, L.P. filed as Exhibit 10.1 to the current report on Form
8-K dated December 11, 1998, is herein incorporated by reference herein
as Exhibit 10.4.
30
10.5 Amended and Restated Agreement of Limited Partnership of Brighton Ridge
Apartments, L.P. filed as Exhibit 10.1 to the amendment to the current
report on Form 8/KA dated December 28, 1998, is herein incorporated by
reference as Exhibit 10.5.
10.6 Amended and Restated Agreement of Limited Partnership of Preservation
Partners I Limited Partnership filed as Exhibit 10.1 to the current
report on Form 8-K dated January 29, 1999, is herein incorporated by
reference as Exhibit 10.6.
10.7 Second Amendment to the Amended and Restated Agreement of Limited
Partnership of Brighton Ridge Apartments, L.P. filed as Exhibit 10.3 to
the amendment to the current report on Form 8K/A dated December 28, 1998,
is hereby incorporated by reference herein as Exhibit 10.7.
10.8 Amended and Restated Agreement of Limited Partnership of Ottawa I Limited
Partnership filed as Exhibit 10.2 to the current report on Form 8-K dated
January 29, 1999, is herein incorporated by reference as Exhibit 10.8.
10.9 Amended and Restated Agreement of Limited Partnership of Summer Wood,
Ltd. Filed as Exhibit 10.1 to the current report on Form 8-K dated May 7,
1999, is herein incorporated by reference as Exhibit 10.9.
10.10 Amended and Restated Agreement of Limited Partnership of West Mobile
County Housing Ltd filed as Exhibit 10.1 to the current report on Form
8-K dated July 16, 1999, is herein incorporated by reference as Exhibit
10.10.
10.11 Amended and Restated Agreement of Limited Partnership of Cotton Mill
Elderly Living Center, L.P. filed as Exhibit 10.11 to the current report
Form 10-K dated August 10, 2000, is herein incorporated by reference as
Exhibit 10.11.
10.12 Amended and Restated Agreement of Limited Partnership of Country Club
Investors, L.P. filed as Exhibit 10.12 to the current report Form 10-K
dated August 10, 2000, is herein incorporated by reference as Exhibit
10.12.
10.13 Amended and Restated Agreement of Limited Partnership of Kechel Tower
L.P. filed as Exhibit 10.13 to the current report Form 10-K dated August
10, 2000, is herein incorporated by reference as Exhibit 10.13.
10.14 Amended and Restated Agreement of Limited Partnership of St. Susanne
Associates I, L.P. filed as Exhibit 10.14 to the current report Form 10-K
dated August 10, 2000, is herein incorporated by reference as Exhibit
10.14.
10.15 Amended and Restated Agreement of Limited Partnership of Boonville
Associates I, L.P. filed as Exhibit 10.15 to the current report Form 10-K
dated July 31, 2001, is herein incorporated by reference as Exhibit
10.15.
10.16 Amended and Restated Agreement of Limited Partnership of Wagner
Partnership 99 Limited Partnership filed as Exhibit 10.16 to the current
report Form 10-K dated July 31, 2001, is herein incorporated by reference
as Exhibit 10.16.
(d) Financial statement schedules follow as set forth in subsection (a)(2)
-------------------------------------------------------------------------
hereof.
-------
31
Report of Independent Certified Public Accountants on
Financial Statement Schedules
To the Partners
WNC Housing Tax Credit Fund VI, L.P., Series 6
The audits referred to in our report dated July 31, 2001, relating to the 2001,
2000, 1999 and 1998 financial statements of WNC Housing Tax Credit Fund VI,
L.P., Series 6 (the "Partnership"), which are contained in Item 8 of this Form
10-K, included the audit of the accompanying financial statement schedules. The
financial statement schedules are the responsibility of the Partnership's
management. Our responsibility is to express an opinion on these financial
statement schedules based upon our audits.
In our opinion, such financial statement schedules present fairly, in all
material respects, the information set forth therein.
/S/BDO SEIDMAN, LLP
BDO SEIDMAN, LLP
Orange County, California
July 31, 2001
32
WNC Housing Tax Credit Fund VI, L.P. Series 6
Schedule III
Real Estate Owned by Local Limited Partnerships
March 31, 2001
------------------------------------- --------------------------------------------
As of March 31, 2001 As of December 31, 2000
------------------------------------- --------------------------------------------
Total Investment Amount of Encumbrances of
in Local Limited InvestmentPaid Local Limited Property and Accumulated Net Book
Partnership Name Location Partnerships to Date Partnerships Equipment Depreciation Value
- ------------------------------------------------------------------------------------------------------------------------------------
Boonville Associates Boonville,
I, L.P. Missouri $ 2,195,000 $ 2,195,000 $ - $ 779,000 $ - $ 779,000
Brighton Ridge Edgefield,
Limited Partnership South Carolina 926,000 926,000 1,048,000 2,378,000 159,000 2,219,000
Cotton Mill Elderly Rock Island,
Living Center, L.P. Illinois 1,040,000 1,040,000 780,000 2,109,000 3,000 2,106,000
Country Club . Richmond,
Investors, L.P Virginia 305,000 268,000 2,777,000 3,696,000 506,000 3,190,000
Desloge Associates Desloge,
I, L.P. Missouri 1,059,000 1,059,000 622,000 2,071,000 107,000 1,964,000
Kechel Towers, L.P. Logansport,
Indiana 1,291,000 1,127,000 520,000 1,895,000 85,000 1,810,000
Ottowa I, L.P. Oglesby,
Illinois 403,000 403,000 1,501,000 1,998,000 165,000 1,833,000
Preservation Partners Pontiac and
I, L.P. Taylorville,
Illinois 514,000 514,000 2,043,000 2,629,000 215,000 2,414,000
St. Susanne Mt. Vernon,
Associates I, L.P. Missouri 255,000 255,000 660,000 991,000 24,000 967,000
Summer Camden,
Wood, Ltd. Alabama 1,237,000 1,237,000 850,000 2,116,000 98,000 2,018,000
33
WNC Housing Tax Credit Fund VI, L.P. Series 6
Schedule III
Real Estate Owned by Local Limited Partnerships
March 31, 2001
------------------------------------- --------------------------------------------
As of March 31, 2001 As of December 31, 2000
------------------------------------- --------------------------------------------
Total Investment Amount of Encumbrances of
in Local Limited InvestmentPaid Local Limited Property and Accumulated Net Book
Partnership Name Location Partnerships to Date Partnerships Equipment Depreciation Value
- ------------------------------------------------------------------------------------------------------------------------------------
Trenton Village Trenton,
Apartments, L.P. Missouri 1,018,000 1,018,000 711,000 2,123,000 69,000 2,054,000
United Development Co. Memphis,
97.0, L.P. Tennessee 2,813,000 2,813,000 1,304,000 4,216,000 - 4,216,000
Wagner Partnership Wagner,
Associates I, L.P. South Dakota 245,000 208,000 219,000 492,000 - 492,000
West Mobile County Theodore,
Housing, Ltd. Alabama 1,858,000 1,858,000 1,367,000 3,228,000 87,000 3,141,000
-------------- ------------- ---------- ------------- ----------- -----------
$ 15,159,000 $ 14,921,000 $14,402,000 $ 30,721,000 $ 1,518,000 $ 29,203,000
============== ============= =========== ============= =========== ===========
34
WNC Housing Tax Credit Fund VI, L.P. Series 6
Schedule III
Real Estate Owned by Local Limited Partnerships
March 31, 2001
------------------------------------------------------------------------------
For the Year Ended December 31, 2000
-----------------------------------------------------------------------------
Partnership Name Net Income Year Estimated Completion
Rental Income (Loss) Investment Acquired Date
- --------------------------------------------------------------------------------------------------------------------
Boonville Associates I, L.P. $ - $ - 2000 2001
Brighton Ridge Limited Partnership 213,000 (57,000) 1998 1999
Cotton Mill Elderly Living Center,
L.P. 2,000 (25,000) 1999 2000
Country Club Investors, L.P. 537,000 (51,000) 1999 1998
Desloge Associates I, L.P. 90,000 (64,000) 1998 1999
Kechel Towers, L.P. 92,000 (118,000) 1998 1999
Ottawa I, L.P. 156,000 (53,000) 1999 1999
Preservation Partners I, L.P. 237,000 (84,000) 1999 1999
St. Susanne Associates I, L.P. 56,000 (12,000) 1999 2000
Summer Wood Ltd. 63,000 (91,000) 1999 1999
Trenton Village Apartments,
L.P. 111,000 (15,000) 1998 1999
United Development Co.
97.0, L.P. 416,000 (123,000) 1998 1999
Wagner Partnership
99 Limited Partnership 4,000 (1,000) 2000 2001
West Mobile County
Housing, Ltd. 102,000 (83,000) 1999 2000
----------------- ---------------
$ 2,079,000 $ (777,000)
================== ===============
35
WNC Housing Tax Credit Fund VI, L.P. Series 6
Schedule III
Real Estate Owned by Local Limited Partnerships
March 31, 2000
------------------------------------- --------------------------------------------
As of March 31, 2000 As of December 31, 1999
------------------------------------- --------------------------------------------
Total Investment Amount of Encumbrances of
in Local Limited InvestmentPaid Local Limited Property and Accumulated Net Book
Partnership Name Location Partnerships to Date Partnerships Equipment Depreciation Value
- ------------------------------------------------------------------------------------------------------------------------------------
Brighton Ridge Edgefield,
Limited Partnership South Carolina $ 926,000 $ 892,000 $ 1,165,000 $ 2,378,000 $ 84,000 $ 2,294,000
Cotton Mill Elderly Rock Island,
Living Center, L.P. Illinois 1,040,000 1,040,000 - 1,043,000 - 1,043,000
Country Club . Richmond,
Investors, L.P Virginia 305,000 268,000 2,806,000 3,692,000 384,000 3,308,000
Desloge Associates Desloge,
I, L.P. Missouri 1,059,000 1,059,000 630,000 2,065,000 31,000 2,034,000
Kechel Towers, L.P. Logansport,
Indiana 1,348,000 1,191,000 1,349,000 1,909,000 16,000 1,893,000
Ottowa I, L.P. Oglesby,
Illinois 403,000 383,000 1,510,000 1,989,000 79,000 1,910,000
Preservation Partners Pontiac and
I, L.P. Taylorville,
Illinois 515,000 490,000 2,056,000 2,580,000 97,000 2,483,000
St. Susanne Mt. Vernon,
Associates I, L.P. Missouri 255,000 204,000 74,000 227,000 - 227,000
Summer Camden,
Wood, Ltd. Alabama 1,237,000 1,158,000 965,000 2,118,000 13,000 2,105,000
Trenton Village Trenton,
Apartments,L.P. Missouri 1,018,000 922,000 726,000 2,123,000 17,000 2,106,000
United Development Co. Memphis,
97.0, L.P Tennessee 2,813,000 2,541,000 1,311,000 4,448,000 58,000 4,390,000
West Mobile County. Theodore,
Housing, Ltd Alabama 1,831,000 1,350,000 666,000 2,216,000 - 2,216,000
--------------- ------------ ------------- ------------- ----------- ----------
$ 12,750,000 $ 11,498,000 $ 13,258,000 $ 26,788,000 $ 779,000 $ 26,009,000
=============== ============ ============ ============= ========== ===========
36
WNC Housing Tax Credit Fund VI, L.P. Series 6
Schedule III
Real Estate Owned by Local Limited Partnerships
March 31, 2000
------------------------------------------------------------------------------
For the penod August 20, 1998 through December 31, 1999
-----------------------------------------------------------------------------
Partnership Name Year Estimated Completion
Rental Income Net Income Investment Acquired Date
- --------------------------------------------------------------------------------------------------------------------
Brighton Ridge Limited Partnership $ 167,000 $ (62,000) 1998 1999
Cotton Mill Elderly Living Center,
L.P. - 2,000 1999 2000
Country Club Investors, L.P. 523,000 (90,000) 1999 1998
Desloge Associates I, L.P. 47,000 (15,000) 1998 1999
Kechel Towers, L.P. 18,000 13,000 1998 1999
Ottawa I, L.P. 117,000 (51,000) 1999 1999
Preservation Partners I, L.P. 234,000 (130,000) 1999 1999
St. Susanne Associates I, L.P. - - 1999 2000
Summer Wood Ltd. 6,000 (16,000) 1999 1999
Trenton Village Apartments,
L.P. 28,000 (16,000) 1998 1999
United Development Co.
97.0, L.P 175,000 (15,000) 1998 1999
West Mobile County
Housing, Ltd. - - 1999 2000
---------------- ----------------
$ 1,315,000 $ (380,000)
================ ================
37
WNC Housing Tax Credit Fund VI, L.P. Series 6
Schedule III
Real Estate Owned by Local Limited Partnerships
March 31, 1999
------------------------------------- --------------------------------------------
As of March 31, 1999 As of December 31, 1998
------------------------------------- --------------------------------------------
Total Investment Amount of Encumbrances of
in Local Limited InvestmentPaid Local Limited Property and Accumulated Net Book
Partnership Name Location Partnerships to Date Partnerships Equipment Depreciation Value
- ------------------------------------------------------------------------------------------------------------------------------------
Brighton Ridge Edgefield,
Limited Partnership South Carolina $ 989,000 $ 396,000 $ 607,000 $ 1,304,000 $ 25,000 $ 1,279,000
Desloge Associates Desloge,
I, L.P. Missouri 1,063,000 872,000 634,000 135,000 - 135,000
Ottowa I, L.P. Oglesby,
Illinois 403,000 282,000 - - - -
Preservation Partners Pontiac and
I, L.P. Taylorville,
Illinois 514,000 232,000 - - - -
Trenton Village Trenton,
Apartments,L.P. Missouri 1,025,000 769,000 - 728,000 - 728,000
United Development Co. Memphis,
97.0, L.P Tennessee 2,813,000 2,119,000 539,000 940,000 - 940,000
---------------- ---------- ------------- ------------ ---------- ------------
$ 6,807,000 $4,670,000 $ 1,780,000 $ 3,107,000 $ 25,000 $ 3,082,000
================ ========== ============= ============ ========== ============
38
WNC Housing Tax Credit Fund VI, L.P. Series 6
Schedule III
Real Estate Owned by Local Limited Partnerships
March 31, 1999
------------------------------------------------------------------------------
For the Period August 20, 1998 through December 31, 1998
-----------------------------------------------------------------------------
Partnership Name Year Estimated Completion
Rental Income Net Income Investment Acquired Date
- --------------------------------------------------------------------------------------------------------------------
Brighton Ridge Limited Partnership $ 194,000 $ 28,000 1998 1999
Desloge Associates I, L.P. - - 1998 1999
Ottawa I, L.P. - - 1999 1999
Preservation Partners I, L.P. - - 1999 1999
Trenton Village Apartments,
L.P. - 8,000 1998 1999
United Development Co.
97.0, L.P - 25,000 1998 1999
--------------- ------------
$ 194,000 $ 61,000
=============== ============
39
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.
WNC HOUSING TAX CREDIT FUND VI, L.P., Series 6
By: WNC & Associates, Inc. General Partner
By: /s/ Wilfred N. Cooper, Sr.
--------------------------
Wilfred N. Cooper, Sr.,
President - Chairman and Chief Executive Officer of
WNC & Associates, Inc.
Date: August 16, 2001
By: /s/ Thomas J. Riha
------------------
Thomas J. Riha, Vice-President - Chief Financial Officer of
WNC & Associates, Inc.
Date: August 16, 2001
Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the registrant and
in the capacities and on the dates indicated.
By /s/ Wilfred N. Cooper, Jr.
--------------------------
Wilfred N. Cooper, Jr., President and Director of
WNC & Associates, Inc.
Date: August 16, 2001
By: /s/ John B. Lester, Jr.
-----------------------
John B. Lester, Jr., Director of WNC & Associates, Inc.
Date: August 16, 2001
By: /s/ David N. Shafer
-------------------
David N Shafer, Director of WNC & Associates, Inc.
Date: August 16, 2001
40