FORM 10-Q
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 June 30, 2002
OR
o 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: 0-20058
WNC CALIFORNIA HOUSING TAX CREDITS , L.P.
California 33-0316953
(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 INTEREST
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__
WNC CALIFORNIA HOUSING TAX CREDITS, L.P.
(A California Limited Partnership)
INDEX TO FORM 10 - Q
For the Quarter Ended June 30, 2002
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Balance Sheets 2
June 30, 2002 and March 31, 2002
Statements of Operations
For the three months ended June 30, 2002 and 2001 3
Statement of Partners' Deficit
For the three months ended June 30, 2002 4
Statements of Cash Flows
For the three months ended June 30, 2002 and 2001 5
Notes to Financial Statements 6
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations 11
Item 3. Quantitative and Qualitative Disclosures About Market Risks 12
Iten 4. Submission of Matters to a Vote of Security Holders 12
PART II. OTHER INFORMATION
Item 1. Legal Proceedings 12
Item 6. Exhibits and Reports on Form 8-K 12
Signatures 13
Certification Pursuant To 18 U.S.C. Section 1350 14
1
WNC CALIFORNIA HOUSING TAX CREDITS, L.P.
(A California Limited Partnership)
BALANCE SHEETS
See accompanying notes to financial statements
June 30, 2002 March 31, 2002
----------------- -------------------
(unaudited)
ASSETS
Cash and cash equivalents $ 12,283 $ 12,170
Investments in limited partnerships, net (Note 2) 557,192 600,843
---------------- -------------------
$ 569,475 $ 613,013
================ ===================
LIABILITIES AND PARTNERS' DEFICIT
Liabilities:
Accrued fees and expenses due to
General Partner and affiliates $ 1,211,769 $ 1,180,524
--------------- ---------------------
Commitments and contingencies
Partners' deficit:
General partner (71,264) (70,516)
Limited partners (10,000 units
authorized, 7,450 units issued
and outstanding) (571,030) (496,995)
---------------- -------------------
Total partners' deficit: (642,294) (567,511)
---------------- -------------------
$ 569,475 $ 613,013
================ ===================
See accompanying notes to financial statements
2
WNC CALIFORNIA HOUSING TAX CREDITS, L.P.
(A California Limited Partnership)
STATEMENTS OF OPERATIONS
For the Three Months ended June 30, 2002 and 2001
(unaudited)
2002 2001
Three Months Three Months
-------------------------- -------------------------
Interest income $ 24 $ 397
-------------------------- -------------------------
Operating expenses:
Amortization (Note 2) 1,356 1,356
Asset management fees 27,964 27,964
Legal and accounting 3,799 1,719
Other 2,560 2,459
-------------------------- -------------------------
Total operating expenses 35,679 33,498
-------------------------- -------------------------
Loss from operations (35,655) (33,101)
Equity in losses of
limited partnerships (Note 2) (39,128) (46,519)
-------------------------- -------------------------
Net loss $ (74,783) $ (79,620)
========================== =========================
Net loss allocated to:
General partner $ (748) $ (796)
========================== =========================
Limited partners $ (74,035) $ (78,824)
========================== =========================
Net loss per limited partnership unit (10) (11)
========================== =========================
Outstanding weighted limited partner units 7,450 7,450
========================== =========================
See accompanying notes to financial statements
3
WNC CALIFORNIA HOUSING TAX CREDITS, L.P.
(A California Limited Partnership)
STATEMENT OF PARTNERS' DEFICIT
For the Three Months Ended June 30, 2002
(unaudited)
General Limited
Partner Partners Total
----------------- -------------- ------------------
Partners' deficit at March 31, 2002 $ (70,516) $ (496,995) $ (567,511)
Net loss (748) (74,035) (74,783)
----------------- -------------- ------------------
Partners' deficit at June 30, 2002 $ (71,264) $ (571,030) $ (642,294)
================= ============== ==================
See accompanying notes to financial statements
4
WNC CALIFORNIA HOUSING TAX CREDITS, L.P.
(A California Limited Partnership)
STATEMENTS OF CASH FLOWS
For the Three Months Ended June 30, 2002 and 2001
(unaudited)
2002 2001
--------------------- -----------------
Cash flows from operating activities:
Net loss $ (74,783) $ (79,620)
Adjustments to reconcile net loss to net
cash used in operating activities:
Amortization 1,356 1,356
Equity in losses of limited partnerships 39,128 46,519
Change in accrued fees and expense due to
General Partner and affiliates 31,245 31,342
--------------------- -----------------
Net cash used in operating activities (3,054) (403)
--------------------- -----------------
Cash flows from investing activities:
Distributions from limited partnerships 3,167 2,075
--------------------- -----------------
Net cash provided by investing activities 3,167 2,075
--------------------- -----------------
Net increase in cash and cash equivalents 113 1,672
Cash and cash equivalents, beginning of period 12,170 44,172
--------------------- -----------------
Cash and cash equivalents, end of period $ 12,283 $ 45,844
===================== =================
SUPPLEMENTAL DISCLOSURE OF
CASH FLOW INFORMATION
Taxes paid $ 800 $ 800
===================== =================
See accompanying notes to financial statements
5
WNC CALIFORNIA HOUSING TAX CREDITS, L.P.
(A California Limited Partnership)
NOTES TO FINANCIAL STATEMENTS
For the Quarter Ended June 30, 2002
(unaudited)
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
- ---------------------------------------------------
General
- -------
The accompanying condensed unaudited financial statements have been prepared in
accordance with accounting principles generally accepted in the United States of
America for interim financial information and with the instructions to Form 10-Q
for quarterly reports under Section 13 or 15(d) of the Securities Exchange Act
of 1934. Accordingly, they do not include all of the information and footnotes
required by accounting principles generally accepted in the United States of
America for complete financial statements. In the opinion of management, all
adjustments (consisting of normal recurring accruals) considered necessary for a
fair presentation have been included. Operating results for the three months
ended June 30, 2002 are not necessarily indicative of the results that may be
expected for the fiscal year ending March 31, 2003. For further information,
refer to the financial statements and footnotes thereto included in the
Partnership's annual report on Form 10-K for the fiscal year ended March 31,
2002.
Organization
- ------------
WNC California Housing Tax Credits, L.P., a California Limited Partnership (the
"Partnership"), was formed on September 15, 1988 under the laws of the State of
California. 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 Complex") 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
maintaining, operating and managing the Housing Complex.
WNC & Associates, Inc. ("Associates") and Wilfred N. Cooper, Sr. are the general
partners of the Partnership (the "General Partners"). The chairman and president
own substantially all of the outstanding stock of Associates. The business of
the Partnership is conducted primarily through the General Partners as the
Partnership has no employees of its own.
The Partnership shall continue to be in full force and effect until December 31,
2037 unless terminated prior to that date pursuant to the partnership agreement
or law.
The Partnership Agreement authorized the sale of up to 10,000 units at $1,000
per Unit ("Units"). The offering of Units concluded in October 1990 at which
time 7,450 Units representing subscriptions in the amount of $7,450,000, had
been accepted. The General Partners have a 1% interest in operating profits and
losses, taxable income and losses, in 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 investments (as defined
in the Partnership Agreement) and the General Partners have received proceeds
equal to their capital contributions from the remainder, any additional sale or
refinancing proceeds will be distributed 99% to the limited partners (in
proportion to their respective investments) and 1% to the General Partners.
6
WNC CALIFORNIA HOUSING TAX CREDITS, L.P.
(A California Limited Partnership)
NOTES TO FINANCIAL STATEMENTS - CONTINUED
For the Quarter Ended June 30, 2002
(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 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 the investments 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 Partners.
Method of Accounting for Investments in Limited Partnerships
- ------------------------------------------------------------
The Partnership accounts for its investments in limited partnerships using the
equity method of accounting, whereby the Partnership adjusts its investments
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 those of the Partnership. Costs incurred by the
Partnership in acquiring the investments are capitalized as part of the
investments and are being amortized over 30 years.
Offering Expenses
- -----------------
Offering expenses consist of underwriting commissions, legal fees, printing,
filing and recordation fees, and other costs incurred with selling limited
partnership interests in the Partnership. WNC is obligated to pay all offering
and organization costs in excess of 15% (including sales commissions) of the
total offering proceeds. Offering expenses are reflected as a reduction of
limited partners' capital and amounted to $946,704 at the end of all periods
presented.
Use of Estimates
- ----------------
The preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America 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.
7
WNC CALIFORNIA HOUSING TAX CREDITS, L.P.
(A California Limited Partnership)
NOTES TO FINANCIAL STATEMENTS - CONTINUED
For the Quarter Ended June 30, 2002
(unaudited)
NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, continued
- -------------------------------------------------------------------------------
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
June 30 and March 31, 2002, the Partnership had no cash equivalents.
Net Loss Per Limited Partner Unit
- ---------------------------------
Net loss per limited partnership unit is calculated pursuant to Statement of
Financial Accounting Standards No. 128, Earnings Per Share. Net loss per unit
includes no dilution and is computed by dividing loss available to limited
partners by the weighted average number of units outstanding during the period.
Calculation of diluted net loss per unit is not required.
Reporting Comprehensive Income
- ------------------------------
The Statement of Financial Accounting Standards ("SFAS") No. 130, Reporting
Comprehensive Income established standards for the reporting and display of
comprehensive income (loss) and its components in a full set of general-purpose
financial statements. The Partnership had no items of other comprehensive income
for all years presented, as defined by SFAS No. 130.
New Accounting Pronouncement
- ----------------------------
In October 2001, the FASB issued Statement of Financial Accounting Standards No.
144, "Accounting for the Impairment or Disposal of Long-Lived Assets" ("SFAS
144"), which addresses accounting and financial reporting for the impairment or
disposal of long-lived assets. SFAS 144 is effective for fiscal years beginning
after December 15, 2001, and generally, is to be applied prospectively. SFAS 144
is not expected to have a material impact on the Partnership's financial
position or results of operations.
NOTE 2 - INVESTMENTS IN LIMITED PARTNERSHIPS
- --------------------------------------------
As of the periods presented, the Partnership has acquired limited partnership
interests in eleven Local Limited Partnerships each of which owns one Housing
Complex consisting of an aggregate of 433 apartment units. 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%, 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.
Equity in losses of the local limited partnerships is recognized in the
financial statements until the related investments account is reduced to a zero
balance. Losses incurred after the investments 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.
8
WNC CALIFORNIA HOUSING TAX CREDITS, L.P.
(A California Limited Partnership)
NOTES TO FINANCIAL STATEMENTS - CONTINUED
For the Quarter Ended June 30, 2002
(unaudited)
NOTE 2 - INVESTMENTS IN LIMITED PARTNERSHIPS, continued
- -------------------------------------------------------
Following is a summary of the equity method activity of the investments in Local
Limited Partnerships for the periods presented:
For the Three
Months Ended June For the Year Ended
30, 2002 March 31, 2002
-------------------- ---------------------
Investments per balance sheet,
beginning of period $ 600,843 $ 809,249
Equity in losses of limited
partnerships (39,128) (201,095)
Distributions received (3,167) (2,749)
Amortization of paid
acquisition fees and costs (1,356) (4,562)
-------------------- ---------------------
Investments per balance sheet,
end of period $ 557,192 $ 600,843
==================== =====================
Selected financial information for the three months ended June 30, 2002 and 2001
from the unaudited combined condensed financial statements of the limited
partnerships in which the partnership has invested is as follows:
COMBINED CONDENSED STATEMENTS OF OPERATIONS
2002 2001
--------------------- --------------------
Revenues $ 484,000 $ 473,000
--------------------- --------------------
Expenses
Interest expense 96,000 99,000
Depreciation & amortization 159,000 156,000
Operating expenses 349,000 334,000
--------------------- --------------------
Total expenses 604,000 589,000
--------------------- --------------------
Net loss $ (120,000) $ (116,000)
===================== ====================
Net loss allocable to the Partnership $ (119,000) $ (115,000)
===================== ====================
Net loss recorded by the Partnership $ (39,000) $ (47,000)
===================== ====================
9
WNC CALIFORNIA HOUSING TAX CREDITS, L.P.
(A California Limited Partnership)
NOTES TO FINANCIAL STATEMENTS - CONTINUED
For the Quarter Ended June 30, 2002
(unaudited)
NOTE 2 - INVESTMENTS IN LIMITED PARTNERSHIPS, continued
- -------------------------------------------------------
Certain Local Limited Partnerships have incurred significant operating losses
and have working capital deficiencies. In the event these Local Limited
Partnerships continue to incur significant operating losses, additional capital
contributions by the Partnership and/or the Local General Partners may be
required to sustain operations of such Local Limited Partnerships. If additional
capital contributions are not made when they are required, the Partnership's
investments in certain of such Local Limited Partnerships could be impaired, and
the loss and recapture of the related tax credits could occur.
NOTE 3 - RELATED PARTY TRANSACTIONS
- -----------------------------------
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 during the current or future years for the following
fees:
(a) Annual Asset Management Fee. An annual asset management fee in an amount
equal to 0.5% of the Invested Assets of the Partnership, as defined.
"Invested Assets" means the sum of the Partnership's investments in Local
Limited Partnerships and the Partnership's allocable share of the amount of
the mortgage loans on and other debts related to the Housing Complexes
owned by such Local Limited Partnerships. Fees of $27,964 were incurred for
each of the three months ended June 30, 2002 and 2001. The Partnership paid
the General Partners and or their affiliates $0 of those fees during each
of the three months ended June 30, 2002 and 2001.
The accrued fees and expenses due to the General Partners and affiliates consist
of the following as of the dates indicated.
June 30, 2002 March 31, 2002
------------------ -----------------
Reimbursement for expenses paid by the General $ 5,131 $ 1,850
Partners and affiliates
Asset management fee payable 1,206,638 1,178,674
------------------ -----------------
$ $1,211,769 $ 1,180,524
================== =================
The General Partners do not anticipate that the accrued fees will be paid until
such time as capital reserves are in excess of future foreseeable working
capital requirements.
NOTE 4 - INCOME TAXES
- ---------------------
No provision for income taxes has been made as the liability for income taxes is
an obligation of the partners of the Partnership.
10
Item 2. 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-Q 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-Q 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.
The following discussion and analysis compares the results of operations for the
three and three months ended June 30, 2002 and 2001, and should be read in
conjunction with the condensed consolidated financial statements and
accompanying notes included within this report.
Financial Condition
The Partnership's assets at June 30, 2002 consisted primarily of $12,000 in cash
and aggregate investments in the eleven Local Limited Partnerships of $557,000.
Liabilities at June 30, 2002 primarily consisted of $1,212,000 of accrued asset
management fees due to the General Partner.
Results of Operations
Three Months Ended June 30, 2002 Compared to the Three Months Ended June 30,
2001. The Partnership's net loss for the three months ended June 30, 2002 was
$(75,000), reflecting a decrease of $5,000 from the $(80,000) net loss
experienced for the three months ended June 30, 2001. The decline in net loss is
primarily due to equity in losses from limited partnerships which declined by
$8,000 to $(39,000) for the three months ended June 30, 2002 from $(47,000) for
the three months ended June 30, 2001. This decrease was a result of the
Partnership not recognizing certain losses of the Local Limited Partnerships.
The investments in such Local Limited Partnerships had reached $0 at June 30,
2002. Since the Partnership's liability with respect to its investments is
limited, losses in excess of investments are not recognized. The decrease in
equity in losses of limited partnerships was offset by an increase in loss from
operations of $3,000 for the three months ended June 30, 2002 to $(36,000), from
$(33,000) for the three months ended June 30, 2001, due to a comparable increase
in accounting expenses.
Cash Flows
Three months Ended June 30, 2002 Compared to Three months Ended June 30, 2001.
Net increase in cash during the three months ended June 30, 2002 was $100
compared to a net increase in cash for the three months ended June 30, 2001 of
$2,000. The change was due primarily to an increase in cash used by operating
activities of $3,000 and a decrease in distributions from limited partnerships
of $(1,000).
During the three months ended June 30, 2002, accrued payables, which consist
primarily of related party management fees and advances due to the General
Partner, increased by $31,000. The General Partner does not anticipate that
these accrued fees and advances will be paid until such time as capital reserves
are in excess of foreseeable working capital requirements of the partnership.
11
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations, continued
The Partnership expects its future cash flows, together with its net available
assets at June 30, 2002, to be sufficient to meet all currently foreseeable
future cash requirements.
Item 3. Quantitative and Qualitative Disclosures About Market Risks
NOT APPLICABLE
Item 4. Submission of Matters to a Vote of Security Holders
The Consent Solicitation Statement dated June 1, 2002 was first sent to the
Limited Partners on or about June 1, 2002.
The General Partner has proposed that the Partnership cease reproduction and
mailing of quarterly and annual financial statements to the Limited Partners, to
reduce the expenses incurred by the Partnership. The Partnership will continue
to prepare quarterly and annual financial statements so long as it is required
to do so under the Securities and Exchange Commission Act of 1934 and submit
them to the Securities and Exchange Commission. All votes were to be returned to
the General Partner by August 1, 2002 to be counted. The proposal was approved
by the Limited Partners and the results of the vote were 4,404 for the proposal,
640 against the proposal, and 165 abstentions.
Part II. Other Information
Item 1. Legal Proceedings
NONE
Item 6. Exhibits and Reports on Form 8-K
NONE
12
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 CALIFORNIA HOUSING TAX CREDITS, L.P.
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 11, 2002
By: /s/ Thomas J. Riha
------------------
Thomas J. Riha, Vice-President
Chief Financial Officer of WNC & Associates, Inc.
Date: July 11, 2002
13
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report on Form 10-Q of WNC California Housing
Tax Credits, L.P. (the "Partnership") for the period ended June 30, 2002 as
filed with the Securities and Exchange Commission on the date hereof (the
"Report"), and pursuant to 18 U.S.C., section 1350, as adopted pursuant to
section 906 of the Sarbanes-Oxley Act of 2002, I, Wilfred N. Cooper, Sr.,
Chairman and Chief Executive Officer of WNC & Associates, Inc., general partner
[of the general partner] of the Partnership, hereby certify that:
1. The Report fully complies with the requirements of section 13(a) or 15(d)
of the Securities Exchange Act of 1934; and
2. The information contained in the Report fairly presents, in all material
respects, the financial condition and result of operations of the
Partnership.
/s/WILFRED N. COOPER, SR.
Wilfred N. Cooper, Sr.
Chairman and Chief Executive Officer of WNC & Associates, Inc.
July 11, 2002
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report on Form 10-Q of WNC California Housing
Tax Credits, L.P. (the "Partnership") for the period ended June 30, 2002 as
filed with the Securities and Exchange Commission on the date hereof (the
"Report"), and pursuant to 18 U.S.C., section 1350, as adopted pursuant to
section 906 of the Sarbanes-Oxley Act of 2002, I, Thomas J. Riha, Chief
Financial Officer of WNC & Associates, Inc., general partner [of the general
partner] of the Partnership, hereby certify that:
1. The Report fully complies with the requirements of section 13(a) or 15(d)
of the Securities Exchange Act of 1934; and
2. The information contained in the Report fairly presents, in all material
respects, the financial condition and result of operations of the
Partnership.
/s/THOMAS J. RIHA
Thomas J. Riha
Chief Financial Officer of WNC & Associates, Inc.
July 11, 2002
14