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, 2002
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: 0-24855
WNC HOUSING TAX CREDIT FUND VI, L.P., Series 5
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
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 whether the registrant is an accelerated filer (as
defined in rule 12b-2 of the Exchange Act).
Yes No X
WNC HOUSING TAX CREDIT FUND VI, L.P., SERIES 5
(A California Limited Partnership)
INDEX TO FORM 10-Q
For the Quarterly Period Ended December 31, 2002
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Balance Sheets
December 31, 2002 and March 31, 2002.......................3
Statements of Operations
For the Three and Nine Months
Ended December 31, 2002 and 2001..........................4
Statement of Partners' Equity (Deficit)
For the Nine Months Ended December 31, 2002................5
Statements of Cash Flows
For the Nine Months Ended December 31, 2002 and 2001.......6
Notes to Financial Statements ...............................7
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations.........................14
Item 3. Quantitative and Qualitative Disclosures about Market Risk..16
Item 4. Controls and Procedures......................................16
PART II. OTHER INFORMATION
Item 1. Legal Proceedings............................................16
Item 4. Submission of Matters to a Vote of Security Holders.........16
Item 5. Other Information............................................16
Item 6. Exhibits and Reports on Form 8-K.............................16
Signatures ..........................................................17
Certifications.......................................................18
2
WNC HOUSING TAX CREDIT FUND VI, L.P., SERIES 5
(A California Limited Partnership)
BALANCE SHEETS
December 31, 2002 March 31, 2002
------------------------ ----------------------
(unaudited)
ASSETS
Cash and cash equivalents $ 14,399 $ 1,288
Funds held in escrow disbursement account 207,737 204,125
Investments in limited partnerships, net (Note 2) 15,182,027 16,200,256
Other assets (Note 6) 145,856 11,113
------------------------ ----------------------
$ 15,550,019 $ 16,416,782
======================== ======================
LIABILITIES AND PARTNERS' EQUITY (DEFICIT)
Liabilities:
Payables to limited partnerships (Note 4) $ 229,030 $ 229,030
Interest payable 3,612 -
Accrued fees and expenses due to
General Partner and affiliates (Note 3) 455,478 169,478
------------------------ ----------------------
Total liabilities 688,120 398,508
------------------------ ----------------------
Commitments and contingencies
Partners' equity (deficit):
General Partner (100,474) (88,910)
Limited Partners (25,000 units authorized,
25,000 units issued and outstanding) 14,962,373 16,107,184
------------------------ ----------------------
Total partners' equity 14,861,899 16,018,274
------------------------ ----------------------
$ 15,550,019 $ 16,416,782
======================== ======================
See accompanying notes to financial statements
3
WNC HOUSING TAX CREDIT FUND VI, L.P., SERIES 5
(A California Limited Partnership)
STATEMENTS OF OPERATIONS
For the Three and Nine Months Ended December 31, 2002 and 2001
(unaudited)
2002 2001
--------------------------------------- ----------------------------------------
Three Nine Three Nine
Months Months Months Months
---------------- ---------------- ---------------- -----------------
Interest income $ 37 $ 70 $ 104 $ 715
---------------- ---------------- ---------------- -----------------
Operating expenses:
Amortization (Note 2) 16,134 48,402 16,134 48,402
Asset management fees (Note 3) 17,517 52,551 17,517 52,551
Legal and accounting fees 7,642 21,902 9,956 31,347
Other 44,389 75,263 12,214 60,746
---------------- ---------------- ---------------- -----------------
Total operating expenses 85,682 198,118 55,821 193,046
---------------- ---------------- ---------------- -----------------
Loss from operations (85,645) (198,048) (55,717) (192,331)
Equity in losses of
limited partnerships (Note 2) (248,301) (958,327) (408,460) (1,227,342)
---------------- ---------------- ---------------- -----------------
Net loss $ (333,946) $ (1,156,375) $ (464,177) $ (1,419,673)
================ ================ ================ =================
Net loss allocated to:
General Partner $ (3,339) $ (11,564) $ (4,642) $ (14,197)
================ ================ ================ =================
Limited Partners $ (330,607) $ (1,144,811) $ (459,535) $ (1,405,476)
================ ================ ================ =================
Net loss per weighted limited
partner unit $ (13) $ (46) $ (19) $ (57)
================ ================ ================ =================
Outstanding weighted limited
partner units 25,000 25,000 25,000 25,000
================ ================ ================ =================
See accompanying notes to financial statements
4
WNC HOUSING TAX CREDIT FUND VI, L.P., SERIES 5
(A California Limited Partnership)
STATEMENT OF PARTNERS' EQUITY (DEFICIT)
For the Nine Months Ended December 31, 2002
(unaudited)
General Limited
Partner Partners Total
----------------- ----------------- ------------------
Partners' equity (deficit) at March 31, 2002 $ (88,910) $ 16,107,184 $ 16,018,274
Net loss for the nine months ended
December 31, 2002 (11,564) (1,144,811) (1,156,375)
----------------- ----------------- ------------------
Partners' equity (deficit) at December 31, 2002 $ (100,474) $ 14,962,373 $ 14,861,899
================= ================= ==================
See accompanying notes to financial statements
5
WNC HOUSING TAX CREDIT FUND VI, L.P., SERIES 5
(A California Limited Partnership)
STATEMENTS OF CASH FLOWS
For the Nine Months Ended December 31, 2002 and 2001
(unaudited)
2002 2001
------------------- --------------------
Cash flows from operating activities:
Net loss $ (1,156,375) $ (1,419,673)
Adjustment to reconcile net loss to
net cash used in operating activities:
Amortization 48,402 48,402
Equity in losses of limited partnerships 958,327 1,227,342
Other assets (134,743) (2,238)
Accrued fees and expenses due to General Partner
and affiliates 286,000 74,750
------------------- --------------------
Net cash provided by (used in) operating activities 1,611 (71,417)
------------------- --------------------
Cash flows from investing activities:
Investments in limited partnerships (84,500)
Decrease in funds held in escrow, net of interest payable 62,822
Distributions from limited partnerships 11,500 10,000
------------------- --------------------
Net cash provided by (used in) investing activities 11,500 (11,678)
------------------- --------------------
Net increase (decrease) in cash and cash equivalents 13,111 (83,095)
Cash and cash equivalents, beginning of period 1,288 90,481
------------------- --------------------
Cash and cash equivalents, end of period $ 14,399 $ 7,386
=================== ====================
SUPPLEMENTAL DISCLOSURE OF CASH FLOW
INFORMATION
Taxes paid $ 800 $ 800
=================== ====================
See accompanying notes to financial statements
6
WNC HOUSING TAX CREDIT FUND VI, L.P., SERIES 5
(A California Limited Partnership)
NOTES TO FINANCIAL STATEMENTS
For the Quarterly Period December 31, 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 and nine
months ended December 31, 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 Housing Tax Credit Fund VI, L.P., Series 5, a California Limited Partnership
(the "Partnership"), was formed on March 3, 1997 under the laws of the state of
California, and commenced operations on August 29, 1997. The Partnership was
formed to invest primarily in other limited partnerships and limited liability
companies (the "Local Limited Partnerships") which own and operate multi-family
housing complexes (the "Housing Complex") that are eligible for low-income
housing credits. The local general partners (the "Local General Partners") of
each Local Limited Partnership retain responsibility for maintaining, operating
and managing the Housing Complex.
The general partner of the Partnership is WNC & Associates, Inc. ("Associates").
The chairman and president own substantially all of the outstanding stock of
Associates. The business of the Partnership is conducted primarily through
Associates, as the Partnership has no employees of its own.
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 partnership agreement authorized the sale of up to 25,000 units at $1,000
per Unit ("Units"). The offering of Units concluded on July 9, 1998 at which
time 25,000 Units representing subscriptions in the amount of $24,918,175, net
of discount of $54,595 for volume purchases and $27,230 for dealer discounts,
had been accepted. The General Partner has a 1% interest in operating profits
and losses, taxable income and losses, in cash available for distribution from
the Partnership and tax credits. The limited partners will be allocated the
remaining 99% interest 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 3) 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.
7
WNC HOUSING TAX CREDIT FUND VI, L.P., SERIES 5
(A California Limited Partnership)
NOTES TO FINANCIAL STATEMENTS - CONTINUED
For the Quarterly Period Ended December 31, 2002
(unaudited)
NOTE 1 - 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 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
Partnership's are consistent with those of the Partnership. Costs incurred by
the Partnership in acquiring the investments are capitalized as part of the
investment account and are being amortized over 30 years (see Note 2).
Offering Expenses
- -----------------
Offering expenses consist of underwriting commissions, legal fees, printing,
filing and recordation fees, and other costs incurred in connection with selling
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
$3,357,441 as of December 31, 2002 and March 31, 2002.
8
WNC HOUSING TAX CREDIT FUND VI, L.P., SERIES 5
(A California Limited Partnership)
NOTES TO FINANCIAL STATEMENTS - CONTINUED
For the Quarterly Period Ended December 31, 2002
(unaudited)
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, continued
- ---------------------------------------------------------------
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.
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
December 31, 2002 and March 31, 2002, the Partnership had $0 cash equivalents.
Concentration of Credit Risk
- ----------------------------
At December 31, 2002 and March 31, 2002, the Partnership maintained cash
balances at certain financial institutions in excess of the federally insured
maximum.
Net Loss Per Weighted Limited Partner Unit
- ------------------------------------------
Net loss per weighted limited partner 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 periods presented, as defined by SFAS No. 130.
New Accounting Pronouncements
- -----------------------------
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.
In June 2002, the FASB issued SFAS No. 146, "Accounting for Costs Associated
with Exit or Disposal Activities." SFAS No. 146 addresses accounting and
reporting for costs associated with exit or disposal activities and nullifies
Emerging Issues Task Force Issue No. 94-3, "Liability Recognition for Certain
Employee Termination Benefits and Other Costs to Exit an Activity (Including
Certain Costs Incurred in a Restructuring)." SFAS No. 146 requires that a
liability for a cost associated with an exit or disposal activity be recognized
and measured initially at fair value when the liability is incurred. SFAS No.
146 is effective for exit or disposal activities that are initiated after
December 31, 2002, with early application encouraged. SFAS 146 is not expected
to have a material impact on the Partnership's financial position or results of
operations.
Reclassification
- ----------------
Certain prior period balances have been reclassified to conform to the
presentation for the nine months ended December 31, 2002.
9
WNC HOUSING TAX CREDIT FUND VI, L.P., SERIES 5
(A California Limited Partnership)
NOTES TO FINANCIAL STATEMENTS - CONTINUED
For the Quarterly Period Ended December 31, 2002
(unaudited)
NOTE 2 - INVESTMENTS IN LIMITED PARTNERSHIPS
- --------------------------------------------
As of December 31, 2002 and March 31, 2002, the Partnership had acquired limited
partnership interests in 15 Local Limited Partnerships, each of which owns one
Housing Complex consisting of an aggregate of 624 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.
As of February 4, 2003, the Partnership had not obtained audited financial
statements for one of its investments, Mansur Wood Living Center, L.P. ("Mansur
Wood"), as of and for the year ended December 31, 2001. As a result, the
Partnership has not included the financial information of Mansur Wood in the
combined condensed statement of operations presented herein. The Partnership's
investment in Mansur Wood totaled $5,211,000 (unaudited) at December 31, 2002.
The Partnership's estimate of its interest in the results of operations of
Mansur Wood totaled $(268,000) (unaudited) for the period ended December 31,
2002. The combined condensed statement of operations presented herein for
December 31, 2001 previously included a net loss of $333,000 for Mansur Wood.
The combined condensed financial information presented in this footnote for 2001
has been restated to exclude the accounts of Mansur Wood.
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 December 31, 2002, no investment accounts
in Local Limited Partnerships reached a zero balance.
The following is a summary of the equity method activity of the investments in
limited partnerships as of:
For the Nine Months For the Year
Ended Ended
December 31, 2002 March 31, 2002
---------------------- ------------------
Investments in limited partnerships, beginning of
period $ 16,200,256 $ 17,555,917
Capital contributions paid, net - 84,500
Equity in losses of limited partnerships (958,327) (1,365,625)
Distributions received from limited partnerships (11,500) (10,000)
Amortization of capitalized acquisition fees and costs (48,402) (64,536)
---------------------- ------------------
Investments in limited partnerships, end of period $ 15,182,027 $ 16,200,256
====================== ==================
10
WNC HOUSING TAX CREDIT FUND VI, L.P., SERIES 5
(A California Limited Partnership)
NOTES TO FINANCIAL STATEMENTS - CONTINUED
For the Quarterly Period Ended December 31, 2002
(unaudited)
NOTE 2 - INVESTMENTS IN LIMITED PARTNERSHIPS, continued
- -------------------------------------------------------
Selected financial information for the nine months ended December 31, 2002 from
the combined financial statements of the Local Limited Partnerships in which the
Partnership has invested is as follows (combined condensed financial information
for Mansur Wood Living Center, L.P. has been excluded from the presentation
below):
COMBINED CONDENSED STATEMENT OF OPERATIONS
2002 2001
------------------- -----------------
(Restated)
Revenues $ 1,690,000 $ 1,459,000
------------------- -----------------
Expenses:
Interest expense 490,000 520,000
Depreciation and amortization 667,000 672,000
Operating expenses 1,225,000 1,163,000
------------------- -----------------
Total expenses 2,382,000 2,355,000
------------------- -----------------
Net loss $ (692,000) $ (896,000)
=================== =================
Net loss allocable to the Partnership, $ (690,000) $ (894,000)
before equity in losses of Mansur Wood
===================
=================
Net loss recorded by the Partnership, (690,000) (894,000)
before equity in losses of Mansur Wood
Net loss of Mansur Wood
recorded by the Partnership (unaudited) (268,000) (333,000)
------------------- -----------------
Net loss recorded by the Partnership $ (958,000) $ (1,227,000)
=================== =================
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 Partner may be
required to sustain the operations of such Local Limited Partnerships. If
additional capital contributions are not made when they are required, the
Partnership's investment 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 for the following fees:
(a) Acquisition fees of 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 December 31, 2002 and March 31, 2002, the
Partnership incurred acquisition fees of $1,750,000. Accumulated
amortization of these capitalized costs were $278,589 and $220,249 as of
December 31, 2002 and March 31, 2002, respectively.
11
WNC HOUSING TAX CREDIT FUND VI, L.P., SERIES 5
(A California Limited Partnership)
NOTES TO FINANCIAL STATEMENTS - CONTINUED
For the Quarterly Period Ended December 31, 2002
(unaudited)
NOTE 3 - RELATED PARTY TRANSACTIONS, continued
- ----------------------------------------------
(b) Acquisition costs of 0.75% of the gross proceeds from the sales of Units as
full reimbursement of costs incurred by the General Partner in connection
with the acquisition of Local Limited Partnerships. As of December 31, 2002
and March 31, 2002, the Partnership incurred acquisition costs of $185,734.
Accumulated amortization was $28,284 and $22,088 as of December 31, 2002
and March 31, 2002, respectively.
(c) 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 $52,551 were incurred for each of the nine
months ended December 31, 2002 and 2001, of which $0 and $16,795 was paid
during the nine months ended December 31, 2002 and 2001, respectively.
(d) 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.
Accrued fees and expenses due to the General Partner and affiliates consisted of
the following:
December 31, 2002 March 31, 2002
----------------------- ------------------
Advances from WNC $ 325,490 $ 92,041
Asset management fee payable 129,988 77,437
----------------------- ------------------
Total $ 455,478 $ 169,478
======================= ==================
The Partnership currently has insufficient working capital to fund operations.
WNC & Associates, Inc. has agreed to provide advances sufficient enough to fund
the operations and working capital requirements of the partnership through at
least January 1, 2004.
NOTE 4 - PAYABLES TO LIMITED PARTNERSHIPS
- -----------------------------------------
Payables to limited partnerships represent amounts, which are due at various
times based on conditions specified in the respective limited partnership
agreements. These contributions are payable in installments and are generally
due upon the limited partnerships achieving certain development and operating
benchmarks (generally within two years of the Partnership's initial investment).
NOTE 5 - INCOME TAXES
- ---------------------
No provision for income taxes has been recorded in the financial statements, as
any liability for income taxes is the obligation of the partners of the
Partnership.
12
WNC HOUSING TAX CREDIT FUND VI, L.P., SERIES 5
(A California Limited Partnership)
NOTES TO FINANCIAL STATEMENTS - CONTINUED
For the Quarterly Period Ended December 31, 2002
(unaudited)
NOTE 6 - ADVANCES TO LOCAL LIMITED PARTNERSHIPS
- -------------------------------------------------------------
During the nine months ended December 31, 2002, the Partnership advanced $57,000
to a local limited partnership in which it has an interest. During the nine
months ended December 31, 2002, the Partnership wrote off $48,000 of the above
advance and received $9,000 as settlement of a lawsuit against the former local
general partner of this local limited partnership. The payments ceased after
three months, the settlement is in default and further legal action is being
pursued.
During the nine months ended December 31, 2002, the Partnership advanced
$152,000 to another local limited partnership in which it has an interest.
During the nine months ended December 31, 2002, the Partnership wrote off
$17,000 of the above advance. The difference of $135,000 is considered
collectable as it is expected to be refunded by a government agency.
NOTE 7 - COMMITMENTS AND CONTINGENCIES
- --------------------------------------
The Partnership has a 99% limited partnership investment in Mansur Wood. During
the year ended March 31, 2002, WNC, the General Partner of the Partnership was
advised that the Local General Partner of Mansur Wood Living Center, L.P.
("Mansur Wood") was withdrawing from Mansur Wood. The withdrawing Local General
Partner was a local general partner in other Illinois limited partnerships in
which other WNC investment partnerships have invested. With respect to those
other Illinois limited partnerships, the withdrawn Local General Partner failed
to complete construction and was in default of covenants relating to certain
construction loans. A settlement agreement was entered into, a condition of
which was that the Local General Partner withdraw from Mansur Wood and the other
WNC investment partnerships and be replaced with a WNC affiliate. Upon assuming
the role of general partner, the WNC affiliate has identified a potential
problem with the Mansur Wood in regards to unpaid bills, mortgage, and taxes
which might require an additional infusion of cash (See Note 6). The Partnership
does not have the reserves to fund the infusion and therefore it will be funded
by Associates.
13
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
fiscal quarters ended December 31, 2002 and 2001, and should be read in
conjunction with the condensed financial statements and accompanying notes
included within this report.
Financial Condition
- -------------------
The Partnership's assets at December 31, 2002 consisted primarily of $14,000 in
cash, $208,000 in restricted cash, aggregate investments in the fifteen Local
Limited Partnerships of $15,182,000 and $146,000 in other assets. Liabilities at
December 31, 2002 primarily consisted of $229,000 due to Local Limited
Partnerships, $130,000 in annual asset management fees, and $325,000 in advances
and other payables due to the General Partner or affiliates.
Results of Operations
- ---------------------
Three Months Ended December 31, 2002 Compared to Three Months Ended December 31,
2001. The Partnership's net loss for the three months ended December 31, 2002
was $(334,000), reflecting a decrease of $(130,000) from the $(464,000) net loss
for the three months ended December 31, 2001. The change was primarily due to a
decrease in equity in losses of Local Limited Partnerships of $(160,000) from
$(408,000) for the three months ended December 31, 2001 to $(248,000) for the
three months ended December 31, 2002. Offsetting the decrease in equity in
losses of Local Limited Partnerships, loss from operations increased by
$(30,000) from $(56,000) for the three months ended December 31, 2001 to
$(86,000) for the three months ended December 31, 2002 due to write off of
advances to two Local Limited Partnerships.
Nine Months Ended December 31, 2002 Compared to Nine Months Ended December 31,
2001. The Partnership's net loss for the nine months ended December 31, 2002 was
$(1,156,000), reflecting a decrease of approximately $(264,000) from the
$(1,420,000) net loss for the nine months ended December 31, 2001. The change
was primarily due to a decrease in equity in losses of Local Limited
Partnerships of $(269,000) from $(1,227,000) for the nine months ended December
31, 2001 to $(958,000) for the nine months ended December 31, 2002. Offsetting
the decrease in equity in losses of Local Limited Partnerships, loss from
operations increased by $(6,000) from $(192,000) for the nine months ended
December 31, 2001 to $(198,000) for the nine months ended December 31, 2002 due
to an increase in other operating expenses due to write off of advances to two
Local Limited Partnerships.
14
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations, Continued
Cash Flows
- ----------
Nine Months Ended December 31, 2002 Compared to Nine Months Ended December 31,
2001. Net cash increased by $13,000 during the nine months ended December 31,
2002. Net cash decreased during the nine months ended December 31, 2001 by
$(83,000) reflecting a change of $96,000. The overall increase in net cash is
due primarily to a $73,000 change in net cash used in operations from $(71,000)
of cash used in operations for the nine months ended December 31, 2001 to $2,000
of cash provided by operations for the nine months ended December 31, 2002 due
substantially to an increase in accrued payables including management fees which
were not paid during the 9 months. In addition, there was an increase in net
cash provided by investing activities, as no payments were made to Local Limited
Partnerships on outstanding payables during the nine months ended December 31,
2002.
During the nine months ended December 31, 2002 accrued fees and expenses
increased by of $286,000,and consist primarily of related party management fees
and advances due to the General Partner. The General Partner does not anticipate
that the accrued fees and advances will be paid until such time as capital
reserves are in excess of foreseeable working capital requirements of the
partnership.
During the nine months ended December 31, 2002, the Partnership advanced $57,000
to a local limited partnership in which it has an interest. During the nine
months ended December 31, 2002, the Partnership wrote off $48,000 of the above
advance and received $9,000 as settlement of a lawsuit against the former local
general partner of this local limited partnership. The payments ceased after
three months, the settlement is in default and further legal action is being
pursued.
During the nine months ended December 31, 2002, the Partnership advanced
$152,000 to a local limited partnership in which it has an interest. During the
nine months ended December 31, 2002, the Partnership wrote off $17,000 of the
above advance.
The Partnership does not expect its future cash flows, together with its net
available assets at December 31, 2002, to be sufficient to meet all currently
foreseeable future cash requirements. Accordingly, WNC & Associates, Inc. has
agreed to provide advances sufficient enough to fund the operations and working
capital requirements of the partnership through at least January 1, 2004.
Impact of New Accounting Pronouncements
- ---------------------------------------
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.
In June 2002, the FASB issued SFAS No. 146, "Accounting for Costs Associated
with Exit or Disposal Activities." SFAS No. 146 addresses accounting and
reporting for costs associated with exit or disposal activities and nullifies
Emerging Issues Task Force Issue No. 94-3, "Liability Recognition for Certain
Employee Termination Benefits and Other Costs to Exit an Activity (Including
Certain Costs Incurred in a Restructuring)." SFAS No. 146 requires that a
liability for a cost associated with an exit or disposal activity be recognized
and measured initially at fair value when the liability is incurred. SFAS No.
146 is effective for exit or disposal activities that are initiated after
December 31, 2002, with early application encouraged. SFAS 146 is not expected
to have a material impact on the Partnership's financial position or results of
operations.
15
Item 3. Quantitative and Qualitative Disclosures About Market Risks
None.
Item 4. Controls and Proceedures
Within the 90 days prior to the date of this report, the Company carried
out an evaluation, under the supervision and with the participation of the
Company's management, including the Company's Chief Executive Officer and
Chief Financial Officer, of the effectiveness of the design and operation
of the Company's disclosure controls and procedures pursuant to Exchange
Act Rule 13a- 14. Based upon that evaluation, the Chief Executive Officer
and Chief Financial Officer concluded that the Company's disclosure
controls and procedures are effective. There were no significant changes in
the Company's internal controls or in other factors that could
significantly affect these controls subsequent to the date of their
evaluation.
PART II. OTHER INFORMATION
- --------------------------
Item 1. Legal Proceedings
A Settlement Agreement was entered into on March 26, 2002 between El Reno
Housing Associates Limited Partnership ("El Reno Housing"), Ashbrooke Place
Limited Partnership ("Ashbrooke Place") and E. Allen Cowen II ("Cowen").
Cowen agreed to pay El Reno Housing the sum of $250,000 in 20 monthly
payments of $3,000 per month commencing on June 15, 2002, and an additional
one-time payment of $190,000 due on January 31, 2004. The settlement was
for a lawsuit in District Court of Oklahoma County, State of Oklahoma. As
of December 31, 2002 and February 4, 2002, Cowen is in default of this
agreement.
Item 4. Submission of Matters to a Vote of Security Holders
The Consent Solicitation Statement dated December 2, 2002 was first sent to
the Limited Partners on or about December 2, 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 February 3, 2003 to be counted. The proposal was approved by the Limited
Partners and the results of the vote were 14,716.67 for the proposal, 1,936
against the proposal, and 469 abstentions.
Item 5. Other Information
Wilfred N. Cooper, Jr. has assumed the role of Chief Executive Officer of
WNC & Associates. Wilfred N. Cooper, Sr. who previously held the role of
Chief Executive Officer remains the Chairman of The Board.
Item 6. Exhibits and Reports on Form 8-K
(a) Reports on Form 8-K.
1. NONE
(b) Exhibits.
99.1 Certification pursuant to 18 U.S.C. Section 1350 as adopted pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002.
16
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 5
By: WNC & Associates, Inc. General Partner
By: /s/Wilfred N. Cooper, Jr.
- ------------------------------
Wilfred N. Cooper, Jr.,
President and Chief Operating Officer of WNC & Associates, Inc.
Date: February 24, 2003
By: /s/ Thomas J. Riha
- -----------------------
Thomas J. Riha
Vice President and Chief Financial Officer of WNC & Associates, Inc.
Date: February 24, 2003
17
CERTIFICATIONS
I, Wilfred N. Cooper, Jr., certify that:
1. I have reviewed this quarterly report on Form 10-Q of WNC Housing Tax
Credit Fund VI, L.P. Series 5;
2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this quarterly report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all
material respects the financial condition, results of operations and cash
flows of the registrant as of, and for, the periods presented in this
quarterly report;
4. The registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
(a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this quarterly
report is being prepared;
(b) evaluated the effectiveness of the registrant's disclosure controls
and procedures as of a date within 90 days prior to the filing date of
this quarterly report (the "Evaluation Date"); and
(c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;
5. The registrant's other certifying officer and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent function):
(a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to
record, process, summarize and report financial data and have
identified for the registrant's auditors any material weaknesses in
internal controls; and
(b) any fraud, whether or not material, that involves management or other
employees who have a ignificant role in the registrant's internal
controls; and
6. The registrant's other certifying officer and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal
controls subsequent to the date of our most recent evaluation, including
any corrective actions with regard to significant deficiencies and material
weaknesses.
Date: February 24, 2003
/s/Wilfred N. Cooper, Jr.
- -------------------------
President and Chief Executive Officer of WNC & Associates, Inc.
18
CERTIFICATIONS
I, Thomas J. Riha, certify that:
1. I have reviewed this quarterly report on Form 10-Q of WNC Housing Tax
Credit Fund VI, L.P. Series 5;
2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this quarterly report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all
material respects the financial condition, results of operations and cash
flows of the registrant as of, and for, the periods presented in this
quarterly report;
4. The registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
(a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this quarterly
report is being prepared;
(b) evaluated the effectiveness of the registrant's disclosure controls
and procedures as of a date within 90 days prior to the filing date of
this quarterly report (the "Evaluation Date"); and
(c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;
5. The registrant's other certifying officer and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent function):
(a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to
record, process, summarize and report financial data and have
identified for the registrant's auditors any material weaknesses in
internal controls; and
(b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal
controls; and
6. The registrant's other certifying officer and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal
controls subsequent to the date of our most recent evaluation, including
any corrective actions with regard to significant deficiencies and material
weaknesses.
Date: February 24, 2003
/s/ Thomas J. Riha
- -------------------
Vice-President - Chief Financial Officer of WNC & Associates, Inc.
19