FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
(Mark One)
|X| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the quarterly period ended December 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: 333-67670
WNC HOUSING TAX CREDIT FUND VI, L.P., Series 9
WNC HOUSING TAX CREDIT FUND VI, L.P., SERIES 10
California 33-0974533
California 33-0974362
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
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes X No
- ---- -------
WNC HOUSING TAX CREDIT FUND VI, L.P., SERIES 9
(A California Limited Partnership)
(A Development-Stage Enterprise)
INDEX TO FORM 10-Q
December 31, 2001
PART I. FINANCIAL INFORMATION
Series 9
Item 1. Financial Statements
Balance Sheets, December 31, 2001.......................................3
Notes to Balance Sheet..................................................4
Item 2. Management's Discussion and Analysis of Financial
Condition .........................................................8
Item 3. Quantitative and Qualitative Disclosures About Market Risks.........9
Series 10
Series 10 currently has no assets or liabilities and has had no operations.
Accordingly, no financial information is included herein for Series 10.
PART II. OTHER INFORMATION
Item 1. Legal Proceedings...................................................9
Item 6. Exhibits and Reports on Form 8-K....................................9
Signatures..................................................................10
2
WNC HOUSING TAX CREDIT FUND VI, L.P., SERIES 9
(A California Limited Partnership)
(A Development-Stage Enterprise)
BALANCE SHEETS
December 31, 2001
(unaudited)
ASSETS
Cash $ 1,005
--------------
$ 1,005
==============
LIABILITIES AND PARTNERS' EQUITY
Commitments and contingencies (Note 2)
Partners' equity (Note 1):
General partner $ 100
Limited partners 1,005
--------------
Total partners' equity $ 1,105
==============
See accompanying notes to balance sheet
3
WNC HOUSING TAX CREDIT FUND VI, L.P., SERIES 9
(A California Limited Partnership)
(A Development-Stage Enterprise)
NOTES TO BALANCE SHEET
December 31, 2001
(unaudited)
4
NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
- --------------------------------------------------------------------
General
- -------
The information contained in the following notes to the balance sheet is
condensed from that which would appear in the annual financial statements;
accordingly, the balance sheet included herein should be reviewed in conjunction
with the August 3, 2001, audited balance sheet included in the Form S-11 filed
with the Securities and Exchange Commission on August 16, 2001.
In the opinion of the General Partner, the accompanying unaudited balance sheet
contains all adjustments (consisting of only normal recurring accruals)
necessary to present fairly the financial position as of December 31, 2001.
Organization
- ------------
WNC Housing Tax Credit Fund VI, L.P., Series 9, (a California Limited
Partnership) (the "Partnership") was formed on July 17, 2001 under the laws of
the state of California and has not commenced operations. 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 will retain responsibility for maintaining, operating and managing
the Housing Complex.
The general partner is WNC & Associates, Inc. (the "General Partner"). Wilfred
N. Cooper, Sr., through the Cooper Revocable Trust, owns 93.65% of the
outstanding stock of WNC & Associates, Inc. Wilfred N. Cooper, Jr., President of
WNC, owns 3.01% of the outstanding stock of WNC. The business of the Partnership
is conducted primarily through WNC as the Partnership has no employees of its
own.
The balance sheet includes only activity relating to the business of the
Partnership, and does 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 December 31, 2001, subscriptions for 302 Units in the
amount of $302,000, had been sold. The proceeds received from the sale of
subscriptions are deposited in an escrow account with US Bank, and, if the
required minimum amount of $1,400,000 in cash is not received within one year,
no Units will be sold and the proceeds received from the sale of subscriptions
will be returned within 30 days, together with interest.
The General Partner has a 0.1% 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
99.9% 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 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.
4
WNC HOUSING TAX CREDIT FUND VI, L.P., SERIES 9
(A California Limited Partnership)
(A Development-Stage Enterprise)
NOTES TO BALANCE SHEET - CONTINUED
December 31, 2001
(unaudited)
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
HousingComplexes 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 makes 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 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.
Method of Accounting for Investments in Limited Partnerships
- ------------------------------------------------------------
The Partnership intends to account for its investments in limited partnerships
using the equity method of accounting, whereby the Partnership will adjust 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 expected to be consistent with those of the
Partnership. Costs incurred by the Partnership in acquiring the investments will
be capitalized as part of the investment and amortized over 30 years.
Offering Expenses
- -----------------
Offering expenses are expected to consist of underwriting commissions, legal
fees, printing, filing and recordation fees, and other costs incurred in
connection with the selling of limited partnership interests in the Partnership.
The General Partner is obligated to pay all offering and organization costs
inclusive of selling commissions and dealer manager fees, in excess of 13% of
the total offering proceeds. Offering expenses will be reflected as a reduction
of limited partners' capital.
5
WNC HOUSING TAX CREDIT FUND VI, L.P., SERIES 9
(A California Limited Partnership)
(A Development-Stage Enterprise)
NOTES TO BALANCE SHEET - CONTINUED
December 31, 2001
(unaudited)
NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, continued
- -------------------------------------------------------------------------------
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.
NOTE 2 - COMMITMENTS AND CONTINGENCIES
- --------------------------------------
Effective November 14, 2001, the Partnership is offering up to 25,000 limited
partnership units at $1,000 per unit (the "Units"). The balance sheet does not
include certain Partnership legal, accounting, and other organization and
offering costs paid and to be paid by the General Partner and/or affiliates of
the General Partner. If the minimum offering amount of $1,400,000 is raised, the
Partnership will be required to reimburse the General Partner and/or its
affiliates for such fees out of the proceeds of the offering, up to certain
maximum levels set forth below. In the event the Partnership is unable to raise
the minimum offering amount, the General Partner will absorb all organization
and offering costs.
The reader of this balance sheet should refer to the Form S-11, filed with the
Securities and Exchange Commission on August 16, 2001, for a more thorough
description of the Partnership, and the terms and provisions thereunder.
The Units are being offered by WNC Capital Corporation, a wholly owned
subsidiary of the General Partner.
If the minimum offering amount of $1,400,000 is raised, the Partnership will be
obligated to the General Partner or affiliates for certain acquisition,
management and other fees as set forth below:
Acquisition and investment management fees up to 7%, as defined, of the gross
proceeds from the sale of the Units as compensation for services rendered in
connection with the acquisition of Local Limited Partnerships.
A non-accountable acquisition expense reimbursement equal to 2% of the gross
proceeds from the sale of the Units.
Payment of a non-accountable organization and offering expense reimbursement,
and reimbursement for dealer manager and selling expenses advanced by the
General Partner or affiliates on behalf of the Partnership. These reimbursements
plus all other organizational and offering expenses, inclusive of sales
commissions and dealer manager fees, are not to exceed 13% of the gross proceeds
from the sale of Units.
An annual management fee not to exceed to 0.5% of the invested assets of the
Local Limited Partnerships, as defined.
A subordinated disposition fee in an amount equal to 1% of the sales price of
real estate sold by the Local Limited Partnerships. Payment of this fee is
subordinated to the limited partners receiving distributions equal to their
capital contributions and their return on investment (as defined in the
Partnership's First Amended and Restated Agreement of Limited Partnership) and
is payable only if services are rendered in the sales effort.
6
WNC HOUSING TAX CREDIT FUND VI, L.P., SERIES 9
(A California Limited Partnership)
(A Development-Stage Enterprise)
NOTES TO BALANCE SHEET - CONTINUED
December 31, 2001
(unaudited)
NOTE 2 - COMMITMENTS AND CONTINGENCIES, continued
- -------------------------------------------------
As of December 31, 2001, the General Partner had incurred costs of approximately
$175,000 related to the start-up and organization of the Partnership. Such costs
will be reimbursed by the Partnership to the General Partner, except that in the
event that sales of the Units do not meet the minimum offering amount of
$1,400,000, these costs will be borne in full by the General Partner.
As of February 8, 2002, a total of 741 Units had been sold totaling $741,000 in
capital contributions
NOTE 3 - INCOME TAXES
- ---------------------
No provision for income taxes will be recorded in the financial statements as
any liability for income taxes is the obligation of the partners of the
Partnership.
7
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
WNC Housing Tax Credit Fund VI, L.P. Series 9 ( The "Partnership") has only
nominal funds as it has not yet commenced operations and the capital anticipated
to be raised through its public offering of Units has not yet become available.
The Partnership plans to raise equity capital from investors by means of its
public offering, and then to apply such funds, including the installment
payments on the investor promissory notes as received, to the purchase price and
acquisition fees and costs of local limited partnerships, reserves and expenses
of the offering.
It is not expected that any of the local limited partnerships will generate cash
from operations sufficient to provide distributions to investors in any
significant amount. Cash from operations, if any, would first be used to meet
operating expenses of the Partnerships. Operating expenses include the asset
management fee.
Investments in local limited partnerships are not readily marketable. Such
investments may be affected by adverse general economic conditions which, in
turn, could substantially increase the risk of operating losses for the
apartment complexes, the local limited partnerships and the Partnership. These
problems may result from a number of factors, many of which cannot be
controlled. Nevertheless, WNC & Associates, Inc. anticipates that capital raised
from the sale of the Units will be sufficient to fund the Partnership's future
investment commitments and proposed operations.
The capital needs and resources of the Partnership are expected to undergo major
changes during its first several years of operations as a result of the
completion of its offering of Units and its acquisition of investments.
Thereafter, The Partnership' capital needs and resources are expected to be
relatively stable.
8
Item 3: Quantitative and Qualitative Disclosures Above Market Risks
Not Applicable
Part II. Other Information
Item 1. Legal Proceedings
None
Item 6. Exhibits and Reports on Form 8-K
None
9
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
WNC HOUSING TAX CREDIT FUND VI, L.P., Series 9
WNC HOUSING TAX CREDIT FUND VI, L.P., Series 10
- ----------------------------------------------
(Registrant)
By: WNC & Associates, Inc., General Partner
By: /s/ Wilfred N. Cooper, Jr.
-------------------------
Wilfred N. Cooper, Jr., President
Chief Operating Officer of WNC & Associates, Inc.
Date: July 23, 2002
By: /s/ Thomas J. Riha
------------------
Thomas J. Riha, Vice President
Chief Financial Officer of WNC & Associates, Inc.
Date: July 23, 2002