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FORM 10-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
(Mark One)
|X| ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the fiscal year ended March 31, 2003
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: 333-76435
WNC HOUSING TAX CREDIT FUND VI, L.P., Series 9
California 33-0974533
(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 X No
------- ------
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. <060>o<048><057><057><062>
Indicate by check mark whether the registrant is an accelerated filer.
Yes No X
----------- ---------------
State the aggregate market value of the voting and non-voting common equity held
by non-affiliates computed by reference to the price at which the common equity
was last sold, or the average bid and asked price of such common equity, as of
the last business day of the registrant's most recently completed second fiscal
quarter.
INAPPLICABLE
DOCUMENTS INCORPORATED BY REFERENCE
List hereunder the following documents if incorporated by reference and the Part
of the Form 10-K (e.g., Part I, Part II, etc.) into which the document is
incorporated: (1) Any annual report to security holders; (2) Any proxy or
information statement; and (3) Any prospectus filed pursuant to Rule 424(b) or
(c) under the Securities Act of 1933. The listed documents should be clearly
described for identification purposes (e.g., annual report to security holders
for fiscal year ended December 24, 1980).
2
PART 1.
Item 1. Business
Organization
WNC Housing Tax Credit Fund, VI, L.P., Series 9 (the "Partnership") was formed
under the California Revised Limited Partnership Act on July 17, 2001 and
commenced operations on August 3, 2001, the effective date of its public
offering pursuant to the Securities and Exchange Commission's approval of the
Partnership's Pre-Effective Amendment No. 1 to Form S-11 initially filed on
August 16, 2001. The Partnership was formed to invest primarily in other limited
partnerships or limited liability companies which will own and operate
multifamily housing complexes that are eligible for low-income housing federal
and, in certain cases, California income tax credits ("Low Income Housing
Credit").
The general partner of the Partnership is WNC & Associates, Inc. ("Associates"
or the "General Partner".) The chairman and president own substantially all of
the outstanding stock of Associates. The business of the Partnership is
conducted primarily through WNC, as the Partnership has no employees of its own.
Pursuant to a registration statement filed with the Securities and Exchange
Commission on August 16, 2001, the Partnership commenced a public offering of
25,000 units of Limited Partnership Interest ("Units"), at a price of $1,000 per
Unit. Such offering is closed. As of March 31, 2003, the Partnership had
received and accepted subscriptions for 15,325 Units in the amount of
$15,316,125, net of dealer discounts of $7,350 and volume discounts of $1,525,
of which $486,293 was represented by outstanding promissory notes of the
subscribers. Holders of Units are referred to herein as "Limited Partners."
Description of Business
The Partnership's principal business objective is to provide its Limited
Partners with Low Income Housing Credits. The Partnership's principal business
therefore consists of investing as a limited partner or non-managing member in
Local Limited Partnerships each of which will own and operate a multi-family
housing complex (the "Housing Complexes") which will qualify for the Low Income
Housing Credit. In general, under Section 42 of the Internal Revenue Code, an
owner of low-income housing can receive the Low Income Housing Credit to be used
to reduce Federal taxes otherwise due in each year of a ten-year period. In
general, under Section 17058 of the California Revenue and Taxation Code, an
owner of low-income housing can receive the Low Income Housing Credit to be used
against California taxes otherwise due in each year of a four-year period. Each
Housing Complex is subject to a fifteen-year compliance period (the "Compliance
Period"), and under state law may have to be maintained as low income housing
for 30 or more years.
In general, in order to avoid recapture of Low Income Housing Credits, the
Partnership does not expect that it will dispose of its interests in Local
Limited Partnerships ("Local Limited Partnership Interests") or approve the sale
by any Local Limited Partnership of its Housing Complex prior to the end of the
applicable Compliance Period. Because of (i) the nature of the Housing
Complexes, (ii) the difficulty of predicting the resale market for low-income
housing 15 or more years in the future, and (iii) the ability of government
lenders to disapprove of transfer, it is not possible at this time to predict
whether the liquidation of the Partnership's assets and the disposition of the
proceeds, if any, in accordance with the Partnership's Agreement of Limited
Partnership, dated July 17, 2001 (the "Partnership Agreement"), will be able to
be accomplished promptly at the end of the 15-year period. If a Local Limited
Partnership is unable to sell its Housing Complex, it is anticipated that the
local general partner ("Local General Partner") will either continue to operate
such Housing Complex or take such other actions as the Local General Partner
believes to be in the best interest of the Local Limited Partnership.
Notwithstanding the preceding, circumstances beyond the control of the General
Partner or the Local General Partners may occur during the Compliance Period,
which would require the Partnership to approve the disposition of a Housing
Complex prior to the end thereof, possibly resulting in recapture of Low Income
Housing Credits.
3
As of March 31, 2003, the Partnership had invested in ten Local Limited
Partnerships. Each of these Local Limited Partnerships owns a Housing Complex
that is eligible for the federal Los Income Housing Credit. Certain Local
Limited Partnerships may also benefit from government programs promoting low- or
moderate-income housing.
Certain Risks and Uncertainties
An investment in the Partnership and the Partnership's investments in Local
Limited Partnerships and their Housing Complexes are subject to risks. These
risks may impact the tax benefits of an investment in the Partnership, and the
amount of proceeds available for distribution to the Limited Partners, if any,
on liquidation of the Partnership's investments. Some of those risks include the
following:
The Low Income Housing Credit rules are extremely complicated. Noncompliance
with these rules results in the loss of future Low Income Housing Credit s and
the fractional recapture of Low Income Housing Credits already taken. In most
cases the annual amount of Low Income Housing Credits that an individual can use
is limited to the tax liability due on the person's last $25,000 of taxable
income. The Local Limited Partnerships may be unable to sell the Housing
Complexes at a profit. Accordingly, the Partnership may be unable to distribute
any cash to its investors. Low Income Housing Credits may be the only benefit
from an investment in the Partnership.
The Partnership has invested in a limited number of Local Limited Partnerships.
Such limited diversity means that the results of operation of each single
Housing Complex will have a greater impact on the Partnership. With limited
diversity, poor performance of one Housing Complex could impair the
Partnership's ability to satisfy its investment objectives. Each Housing Complex
is subject to mortgage indebtedness. If a Local Limited Partnership failed to
pay its mortgage, it could lose its Housing Complex in foreclosure. If
foreclosure were to occur during the first 15 years, the loss of any remaining
Low Income Housing Credits, a fractional recapture of prior Low Income Housing
Credits, and a loss of the Partnership's investment in the Housing Complex would
occur. The Partnership is a limited partner or non-managing member of each Local
Limited Partnership. Accordingly, the Partnership will have very limited rights
with respect to management of the Local Limited Partnerships. The Partnership
will rely totally on the Local General Partners. Neither the Partnership's
investments in Local Limited Partnerships, nor the Local Limited Partnerships'
investments in Housing Complexes, are 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 interests in Local Limited
Partnerships; limitations on removal of Local General Partners; limitations on
subsidy programs; and possible changes in applicable regulations. Uninsured
casualties could result in loss of property and Low Income Housing Credits and
recapture of Low Income Housing Credits previously taken. The value of real
estate is subject to risks from fluctuating economic conditions, including
employment rates, inflation, tax, environmental, land use and zoning policies,
supply and demand of similar properties, and neighborhood conditions, among
others.
The ability of Limited Partners to claim tax losses from the Partnership is
limited. The IRS may audit the Partnership or a Local Limited Partnership and
challenge the tax treatment of tax items. The amount of Low Income Housing
Credits and tax losses allocable to the investors could be reduced if the IRS
were successful in such a challenge. The alternative minimum tax could reduce
tax benefits from an investment in the Partnership. Changes in tax laws could
also impact the tax benefits from an investment in the Partnership and/or the
value of the Housing Complexes.
No trading market for the Units exists or is expected to develop. Investors may
be unable to sell their Units except at a discount and should consider their
Units to be a long-term investment. Individual investors will have no recourse
if they disagree with actions authorized by a vote of the majority of Limited
Partners.
Exit Strategy
The IRS compliance period for low-income housing tax credit properties is
generally 15 years from occupancy following construction or rehabilitation
completion. WNC was one of the first in the industry to offer investments using
the tax credit. Now these very first programs are completing their compliance
period.
4
With that in mind, we are continuing our review of the Partnership's holdings,
with special emphasis on the more mature properties such as any that have
satisfied the IRS compliance requirements. Our review will consider many factors
including extended use requirements on the property (such as those due to
mortgage restrictions or state compliance agreements), the condition of the
property, and the tax consequences to the investors from the sale of the
property.
Upon identifying those properties with the highest potential for a successful
sale, refinancing or syndication, we expect to proceed with efforts to liquidate
those properties. Our objective is to maximize the investors' return wherever
possible and, ultimately, to wind down those funds that no longer provide tax
benefits to investors. No properties in the Partnership have been selected.
Item 2. Properties
Through its investments in Local Limited Partnerships, the Partnership holds
limited partnership interests in the Housing Complexes. The following table
reflects the status of the ten Housing Complexes as the dates and for the
periods indicated:
5
---------------------------------- -----------------------------------------------
As of March 31, 2003 As of December 31, 2002
---------------------------------- -----------------------------------------------
Partnership's Original
Total Original Estimated Low Encumbrances
Investment in Amount of Income of Local
General Partner Local Limited Investment Number Housing Limited
Partnership Name Location Name Partnerships Paid to Date of Units Occupancy Credits Partnerships
- ------------------------------------------------------------------------------------------------------------------------------------
Crane & Fowler
Investments,
505 West Main Vermillion, L.L.C. & Sioux Falls
Limited South Environmental
Partnership Dakota Access, Inc. $ 761,000 $ 685,000 40 23% $ 1,087,000 $ 1,806,000
Byhalia Byhalia,
Estates, L.P. Mississippi SEMC, Inc. 244,000 183,000 25 100% 349,000 591,000
Calico River Valley
Terrace Calico Planning &
Limited Rock, Development
Partnership Arkansas Corp. 452,000 312,000 29 83% 646,000 1,326,000
McPherson
Housing
Associates ERC
Limited McPherson, Properties,
Partnership Kansas Inc 1,770,000 1,695,000 72 99% 2,704,000 2,157,000
Morris,
Mendota I, Illinois Affordable
L.P. an and Mendota, Housing
Illinois Illinois and Development
limited Plano, Fund,
partnership Illinois Inc. 1,701,000 1,616,000 96 98% 2,308,000 2,748,000
North Davison
Partners 99 Crane &
Limited Fowler
Partnership, Investments,
a South L.L.C. &
Dakota Mitchell, Sioux Falls
Limited South Environmental
Partnership Dakota Access, Inc. 482,000 410,000 20 0% 688,000 673,000
Curtis G.
Oakview Carlson
Terrace Co., Inc., M.F.
Townhomes North Carlson Co.,
Limited Branch, Inc., Robert B.
Partnership Minnesota Carlson 1,108,000 997,000 24 0% 1,583,000 441,000
Parker
Estates, L.P.,
a Mississippi
limited Sunflower, SEMC,
partnership Mississippi Inc. 328,000 246,000 32 100% 469,000 939,000
Preservation
Partners III
Limited
Partnership, Affordable
an Illinois Housing
limited Monmouth, Development
partnership Illinois Fund, Inc. 579,000 492,000 32 88% 827,000 821,000
Saw Mill
Creek II
Limited
Dividend
Housing
Association
Limited
Partnership, Raymond
a Michigan T. Cato &
limited Vicksburg, Christopher
partnership Michigan R. Cato 383,000 322,000 24 92% 547,000 1,172,000
---------- ---------- --- --- ----------- -----------
$7,808,000 $6,958,000 394 68% $11,208,000 $12,674,000
========== ========== === === =========== ===========
6
-------------------------------------------------------------
For the year ended December 31, 2002
-------------------------------------------------------------
Low Income
Housing Credits
Allocated to
Partnership Name Rental Income Net Income (Loss) Partnership
- ----------------------------------------------------------------------------------------------------
505 West Main Limited Partnership $ 208,000 $ (74,000) 99.98%
Byhalia Estates, L.P. 101,000 - 99.98%
Calico Terrace Limited Partnership 64,000 6,000 99.98%
McPherson Housing Associates Limited
Partnership 199,000 (142,000) 99.98%
Mendota I, L.P. an Illinois limited
partnership 478,000 30,000 99.98%
North Davison Partners 99 Limited
Partnership 104,000 (22,000) 99.98%
Oakview Terrace Townhomes Limited
Partnership - 3,000 99.98%
Parker Estates, L.P., a Mississippi
limited partnership 118,000 (26,000) 99.98%
Preservation Partners III Limited
Partnership, an Illinois limited
partnership 99,000 11,000 99.98%
Saw Mill Creek II Limited Dividend
Housing Association Limited
Partnership, a Michigan limited
partnership 63,000 (41,000) 99.98%
------------ -----------
$ 1,434,000 $ (255,000)
============ ===========
7
Item 3. Legal Proceedings
NONE
Item 4. Submission of Matters to a Vote of Security Holders
NONE
PART II.
Item 5. Market for Registrant's Common Equity and Related Stockholder Matters
Item 5a.
(a) The Units are not traded on a public exchange but are being sold through a
public offering. It is not anticipated that any public market will develop
for the purchase and sale of any Unit. Units can be assigned only if
certain requirements in the Partnership Agreement are satisfied.
(b) At March 31, 2003, there were 797 Limited Partners.
(c) The Partnership was not designed to provide cash distributions to Limited
Partners in circumstances other than refinancing or disposition of its
investments in Local Limited Partnerships.
(d) No unregistered securities were sold by the Partnership during the year
ended March 31, 2003.
Item 5b.
The Partnership conducted an offering pursuant to a registration statement
(Commission File No. 333-67670) which was declared effective on November 14,
2001. As of March 31, 2003, the Partnership had received subscriptions for
15,325 Units, for an aggregate amount of capital contributions of $15,316,125,
net of dealer discounts of $7,350 and volume discounts of $1,525. At March 31,
2003, approximately $1,983,000 was paid or due to Associates or WNC Capital
Corporation, the dealer-manager for the offering, for selling commissions,
wholesaling activities and in reimbursement of other organization and offering
expenses. Included therein are selling commissions of approximately $1,064,000
which were paid or were to be paid to non-affiliates. At March 31, 2003,
approximately $13,333,000 is invested or available to be invested in Local
Limited Partnership Interests or Reserves as follows:
Paid or to be
Paid to Paid or to be
Affiliates Paid to Others Total
--------------- --------------- ---------------
Acquisition Fees through 3/31/2003 $ 1,073,000 $ - $ 1,073,000
Acquisition Costs through 3/31/2003 306,000 - 306,000
Reserves or cash available to be invested - 11,954,000 11,954,000
--------------- --------------- ---------------
Total $ 1,379,000 $ 11,954,000 $ 13,333,000
=============== =============== ===============
8
Item 6. Selected Financial Data
Selected balance sheet information for the Partnership is as follows:
March 31
-----------------------------------
2003 2002
--------------- ---------------
ASSETS
Cash and cash equivalents $ 4,521,172 $ 1,221,805
Subscriptions and notes
receivable 3,226 364,026
Investments in L.P. 8,870,849 173,781
--------------- ---------------
$ 13,395,247 $ 1,759,612
=============== ===============
LIABILITIES
Payables to limited partnerships $ 849,320 $ -
Accrued fees and expenses due to
general partner and affiliates 115,557 228,940
Other liabilities - 6,900
PARTNERS' EQUITY (DEFICIT) 12,430,370 1,523,772
--------------- ---------------
$ 13,395,247 $ 1,759,612
=============== ===============
Selected results of operations, cash flows, and other information for the Partnership are as follows:
For the period
from August 3,
2001 (date
For the year operations
ended commenced) to
March 31, 2003 March 31, 2002
---------------- ----------------
Loss from operations $ (100,573) $ (7,538)
Equity in losses of limited partnerships (309,076) -
---------------- ----------------
Net loss $ (409,649) $ (7,538)
================ ================
Net loss allocated to:
General partner $ (410) $ (8)
================ ================
Limited partners $ (409,239) $ (7,530)
================ ================
Net loss per limited partner
unit $ (47.38) $ (188.25)
================ ================
Outstanding weighted limited
partner units 8,638 40
================ ================
9
For the period
from August 3,
2001 (date
For the year operations
ended commenced) to
March 31, 2003 March 31, 2002
---------------- ----------------
Net cash provided by (used in):
Operating activities $ (84,436) $ 415
Investing activities (8,218,332) (136,530)
Financing activities 11,602,135 1,357,920
--------------- ----------------
Net change in cash and cash
equivalents 3,299,367 1,221,805
Cash and cash equivalents,
beginning of period 1,221,805 -
--------------- ----------------
Cash and cash equivalents, end
of period $ 4,521,172 $ 1,221,805
=============== ================
Low Income Housing Credit per Unit was as follows for the year and period ended December 31:
2002 2001
--------------- ----------------
Federal $ 38 $ -
State - -
--------------- ----------------
Total $ 38 $ -
=============== ================
Item 7. Management's Discussion and Analysis of Financial Condition and Results
of Operations
Forward Looking Statements
With the exception of the discussion regarding historical information,
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" and other discussions elsewhere in this Form 10-K contain forward
looking statements. Such statements are based on current expectations subject to
uncertainties and other factors which may involve known and unknown risks that
could cause actual results of operations to differ materially from those
projected or implied. Further, certain forward-looking statements are based upon
assumptions about future events which may not prove to be accurate.
Risks and uncertainties inherent in forward looking statements include, but are
not limited to, our future cash flows and ability to obtain sufficient
financing, level of operating expenses, conditions in the low income housing tax
credit property market and the economy in general, as well as legal proceedings.
Historical results are not necessarily indicative of the operating results for
any future period.
Subsequent written and oral forward looking statements attributable to us or
persons acting on our behalf are expressly qualified in their entirety by
cautionary statements in this Form 10-K and in other reports we filed with the
Securities and Exchange Commission. The following discussion should be read in
conjunction with the Financial Statements and the Notes thereto included
elsewhere in this filing.
10
Critical Accounting Policies and Certain Risks and Uncertainties
The Partnership believes that the following discussion addresses its most
significant accounting policies, which are the most critical to aid in fully
understanding and evaluating the Partnership's reported financial results, and
certain of the Partnership's risks and uncertainties.
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.
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 Partnerships' results of operations
and for any contributions made or distributions received. The Partnership
reviews the carrying amount of an individual investment in a Local Limited
Partnership for possible impairment whenever events or changes in circumstances
indicate that the carrying amount of such investment may not be recoverable.
Recoverability of such investment is measured by a comparison of the carrying
amount to future undiscounted net cash flows expected to be generated. If an
investment is considered to be impaired, the impairment to be recognized is
measured by the amount by which the carrying amount of the investment exceeds
fair value. The accounting policies of the Local Limited Partnerships are
generally 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.
Equity in losses of the Local Limited Partnerships for each year ended March 31
have been recorded by the Partnership based on nine months of reported results
provided by the Local Limited Partnerships for each year ended December 31 and
on three months of results estimated by management of the Partnership for each
three-month period ended March 31. Management's estimate for the three-month
period is based on either actual unaudited results reported by the Local Limited
Partnerships or historical trends in the operations of the Local Limited
Partnerships. Equity in losses of the Local Limited Partnerships are 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 from the Local Limited Partnerships are accounted for as
a reduction of the investment balance. Distributions received after the
investment has reached zero are recognized as income.
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.
Certain Risks and Uncertainties
An investment in the Partnership and the Partnership's investments in Local
Limited Partnerships and their Housing Complexes are subject to risks. These
risks may impact the tax benefits of an investment in the Partnership, and the
amount of proceeds available for distribution to the Limited Partners, if any,
on liquidation of the Partnership's investments. Some of those risks include the
following:
The Low Income Housing Credit rules are extremely complicated. Noncompliance
with these rules results in the loss of future Low Income Housing Credit s and
the fractional recapture of Low Income Housing Credits already taken. In most
cases the annual amount of Low Income Housing Credits that an individual can use
is limited to the
11
tax liability due on the person's last $25,000 of taxable income. The Local
Limited Partnerships may be unable to sell the Housing Complexes at a profit.
Accordingly, the Partnership may be unable to distribute any cash to its
investors. Low Income Housing Credits may be the only benefit from an investment
in the Partnership.
The Partnership has invested in a limited number of Local Limited Partnerships.
Such limited diversity means that the results of operation of each single
Housing Complex will have a greater impact on the Partnership. With limited
diversity, poor performance of one Housing Complex could impair the
Partnership's ability to satisfy its investment objectives. Each Housing Complex
is subject to mortgage indebtedness. If a Local Limited Partnership failed to
pay its mortgage, it could lose its Housing Complex in foreclosure. If
foreclosure were to occur during the first 15 years, the loss of any remaining
Low Income Housing Credits, a fractional recapture of prior Low Income Housing
Credits, and a loss of the Partnership's investment in the Housing Complex would
occur. The Partnership is a limited partner or non-managing member of each Local
Limited Partnership. Accordingly, the Partnership will have very limited rights
with respect to management of the Local Limited Partnerships. The Partnership
will rely totally on the Local General Partners. Neither the Partnership's
investments in Local Limited Partnerships, nor the Local Limited Partnerships'
investments in Housing Complexes, are 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 interests in Local Limited
Partnerships; limitations on removal of Local General Partners; limitations on
subsidy programs; and possible changes in applicable regulations. Uninsured
casualties could result in loss of property and Low Income Housing Credits and
recapture of Low Income Housing Credits previously taken. The value of real
estate is subject to risks from fluctuating economic conditions, including
employment rates, inflation, tax, environmental, land use and zoning policies,
supply and demand of similar properties, and neighborhood conditions, among
others.
The ability of Limited Partners to claim tax losses from the Partnership is
limited. The IRS may audit the Partnership or a Local Limited Partnership and
challenge the tax treatment of tax items. The amount of Low Income Housing
Credits and tax losses allocable to the investors could be reduced if the IRS
were successful in such a challenge. The alternative minimum tax could reduce
tax benefits from an investment in the Partnership. Changes in tax laws could
also impact the tax benefits from an investment in the Partnership and/or the
value of the Housing Complexes.
No trading market for the Units exists or is expected to develop. Investors may
be unable to sell their Units except at a discount and should consider their
Units to be a long-term investment. Individual investors will have no recourse
if they disagree with actions authorized by a vote of the majority of Limited
Partners.
To date, 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.
Financial Condition
The Partnership's assets at March 31, 2003 consisted primarily of $4,521,000 in
cash, $3,000 in interest receivable, aggregate investments in the ten Local
Limited Partnerships of $8,871,000. Liabilities at March 31, 2003 consisted of
$116,000 in advances and other payables due to the General Partner or affiliates
and $849,000 in contributions payable to limited partnerships.
The Partnership offered Units for sale to the public until February 28, 2003, at
which time total limited partner capital of $15,316,125 net of dealer and volume
discounts of $8,875 was raised.
12
Results of Operations
Year Ended March 31, 2003 Compared to Period Ended March 31, 2002. The
Partnership's net loss for the year ended March 31, 2003 was $(410,000),
reflecting an increase of $(402,000) from the net loss of $(8,000) experienced
for the period ended March 31, 2002. The increase in net loss is primarily due
to equity in losses from limited partnerships which increased to $(309,000) for
the year ended March 31, 2003 from $(0) for the period ended March 31, 2002
along with an increase in loss from operations of $93,000. Equity in losses of
limited partnerships increased from prior year due to the investment in ten
Local Limited Partnerships which own twelve apartment complexes, ten of which
have completed construction and started operations. Loss from operations
increased due to increase of asset management fees as the fund became
operational.
Period Ended March 31, 2002. The Partnership commenced operations on August 3,
2001. As a result, there are no comparative results of operations or financial
condition from prior periods to report. Net income for the period ended March
31, 2002 was principally composed of interest income, offset by amortization and
other operating expenses. Accordingly, there were no Low Income Housing Credits
available for allocation to the partners.
The two periods are not comparable as minimal operations occurred during the
period ended March 31, 2002.
Liquidity and Capital Resources
Year Ended March 31, 2003 Compared to Period Ended March 31, 2002. Net cash
provided during the year ended March 31, 2003 was $3,299,000 compared to net
cash provided for the period ended March 31, 2002 of $1,222,000. The change was
primarily due to a $10,244,000 increase in cash provided by financing activities
net of expenses due to the sale of units, offset by an increase of $(8,082,000)
of cash used in investing activities, for capital contributions paid to Local
Limited Partnerships and payments for capitalized acquisition costs and fees.
Period Ended March 31, 2002. Cash flows provided by operating activities for the
period ended March 31, 2002 included interest income from cash investments less
miscellaneous costs of operations. Cash flows provided by financing activities
for the period ended March 31, 2002, primarily consisted of proceeds from the
sale of Units of $1,419,000, net of promissory notes of $151,000, subscriptions
receivable of $364,000, and offering expenses paid of $61,000.
Cash flows used in investing activities for the period ended March 31, 2002
consisted of capitalized acquisition fees and costs totaling $137,000.
The Partnership expects its future cash flows, together with its net available
assets at March 31, 2003, to be sufficient to meet all currently foreseeable
future cash requirements. This excludes amounts owed to Associates by the
Partnership disclosed below.
Future Contractual Cash Obligations
The following table summarizes our future contractual cash obligations as of March 31, 2003:
2004 2005 2006 2007 2008 Thereafter Total
---------- ---------- ---------- ---------- --------- ------------ -----------
Asset Management Fees $ 73,630 $ 102,732 $ 102,732 $ 102,732 $ 102,732 $ 5,547,528 $ 6,032,086
Capital Contributions Payable
to Lower Tier Partnerships 849,320 - - - - - 849,320
---------- ---------- ---------- ---------- --------- ------------ -----------
Total contractual cash
obligations $ 922,950 $ 102,732 $ 102,732 $ 102,732 $ 102,732 $ 5,547,528 $ 6,881,406
========== ========== ========== ========== ========= ============ ===========
(1) Asset Management Fees are payable annually until termination of the
Partnership, which is to occur no later than 2062. The estimate of the fees
payable included herein assumes the retention of the Partnership's interest
in all Housing Complexes until 2062. Amounts due to the General Partner as
of March 31, 2003 have been included in the 2004 column.
13
For additional information on our Asset Management Fees and Capital
Contributions Payable to Lower Tier Partnerships, see Notes 3 and 6 to the
financial statements included elsewhere herein.
Exit Strategy
The IRS compliance period for low-income housing tax credit properties is
generally 15 years from occupancy following construction or rehabilitation
completion. WNC was one of the first in the industry to offer investments using
the tax credit. Now these very first programs are completing their compliance
period.
With that in mind, we are continuing our review of the Partnership's holdings,
with special emphasis on the more mature properties including those that have
satisfied the IRS compliance requirements. Our review will consider many factors
including extended use requirements on the property (such as those due to
mortgage restrictions or state compliance agreements), the condition of the
property, and the tax consequences to the investors from the sale of the
property.
Upon identifying those properties with the highest potential for a successful
sale, refinancing or syndication, we expect to proceed with efforts to liquidate
those properties. Our objective is to maximize the investors' return wherever
possible and, ultimately, to wind down those funds that no longer provide tax
benefits to investors. To date no properties in the Partnership have been
selected.
Impact of New Accounting Pronouncements
In June 2001, the Financial Accounting Standards Board ("FASB") issued Statement
of Financial Accounting Standards ("SFAS") No. 143, "Accounting for Asset
Retirement Obligations", which requires that the fair value of a liability for
an asset retirement obligation be recognized in the period in which it is
incurred with the associated asset retirement costs being capitalized as a part
of the carrying amount of the long-lived asset. SFAS No. 143 also includes
disclosure requirements that provide a description of asset retirement
obligations and reconciliation of changes in the components of those
obligations. The statement is effective for fiscal years beginning after June
15, 2002. The adoption of SFAS No. 143 did not have a material impact on the
Partnership's financial position or results of operations.
In August 2001, the FASB issued SFAS No. 144, "Impairment or Disposal of
Long-Lived Assets," which addresses accounting and financial reporting for the
impairment or disposal of long-lived assets. This standard was effective for the
Partnership's financial statements beginning January 1, 2002. The implementation
of SFAS No. 144 did not have a material impact on the Partnership's financial
position or results of operations.
In April 2002, the FASB issued SFAS No. 145, "Rescission of FASB Statements No.
4, 44, and 64, Amendment of FASB Statement No. 13, and Technical Corrections."
SFAS No. 145 rescinded three previously issued statements and amended SFAS No.
13, "Accounting for Leases." The statement provides reporting standards for debt
extinguishments and provides accounting standards for certain lease
modifications that have economic effects similar to sale-leaseback transactions.
The statement is effective for certain lease transactions occurring after May
15, 2002 and all other provisions of the statement shall be effective for
financial statements issued on or after May 15, 2002. The implementation of SFAS
No. 145 did not 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," which updates accounting and reporting
standards for personnel and operational restructurings. The Partnership adopted
SFAS No. 146 for exit, disposal or other restructuring activities initiated
after December 31, 2002. The adoption of SFAS No. 146 did not have a material
effect on the Partnership's financial position or results of operations.
In November 2002, the FASB issued Interpretation No. 45 ("FIN 45"), "Guarantor's
Accounting and Disclosure Requirements for Guarantees, Including Indirect
Guarantees of Indebtedness of Others." The adoption of FIN 45 did not have a
material impact on the Partnership's finacial position or results of operations.
14
In December 2002, the FASB issued SFAS No. 148, "Accounting for Stock-Based
Compensation - Transition and Disclosure - an Amendment to SFAS No. 123." SFAS
No. 148 provides alternative methods of transition for a voluntary change to the
fair value based method on accounting for stock-based employee compensation. The
adoption of SFAS No. 148 did not have a material impact on the Partnership's
financial position or results of operations.
In January 2003, the FASB issued Interpretation No. 46 ("FIN 46"),
"Consolidation of Variable Interest Entities." The adoption of FIN 46 did not
have a material impact on the Partnership's financial position or results of
operations.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk
NONE.
Item 8. Financial Statements and Supplementary Data
15
REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
--------------------------------------------------
To the Partners
WNC Housing Tax Credit Fund VI, L.P., Series 9
We have audited the accompanying balance sheets of WNC Housing Tax Credit Fund
VI, L.P., Series 9 (a California Limited Partnership) (the "Partnership") as of
March 31, 2003 and 2002, and the related statements of operations, partners'
equity (deficit) and cash flows for the year ended March 31, 2003 and for the
period August 3, 2001 (date operations commenced) through March 31, 2002. These
financial statements are the responsibility of the Partnership's management. Our
responsibility is to express an opinion on these financial statements based on
our audits. All of the financial statements of the limited partnerships in which
the Partnership is a limited partner were audited by other auditors whose
reports have been furnished to us. As discussed in Note 2 to the financial
statements, the Partnership accounts for its investments in limited partnerships
using the equity method. The portion of the Partnership's investment in limited
partnerships audited by other auditors represented 50% and 0% of the total
assets of the Partnership at March 31, 2003 and 2002, respectively, and 100% and
0% of the Partnership's equity in losses of limited partnerships for the year
ended March 31, 2003 and for the period August 3, 2001 (date operations
commenced) through March 31, 2002, respectively. Our opinion, insofar as it
relates to the amounts included in the financial statements for the limited
partnerships which were audited by others, is based solely on the reports of the
other auditors.
We conducted our audits in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audits to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits and the reports of
the other auditors provide a reasonable basis for our opinion.
In our opinion, based on our audits and the reports of the other auditors, the
financial statements referred to above present fairly in all material respects,
the financial position of WNC Housing Tax Credit Fund VI, L.P., Series 9 (a
California Limited Partnership) as of March 31, 2003 and 2002, and the results
of its operations and its cash flows for the year ended March 31, 2003 and for
the period August 3, 2001 (date operations commenced) through March 31, 2002 in
conformity with accounting principles generally accepted in the United States of
America.
/s/ BDO SEIDMAN, LLP
Costa Mesa, California
June 23, 2003
16
WNC HOUSING TAX CREDIT FUND VI, L.P., SERIES 9
(A California Limited Partnership)
BALANCE SHEETS
March 31,
-----------------------------
2003 2002
------------- -------------
ASSETS
Cash and cash equivalents $ 4,521,172 $ 1,221,805
Subscriptions and notes receivable (Note 7) 3,226 364,026
Investments in limited partnerships (Notes 2 and 3) 8,870,849 173,781
------------- -------------
$ 13,395,247 $ 1,759,612
============= =============
LIABILITIES AND PARTNERS' EQUITY (DEFICIT)
Liabilities:
Payables to limited partnerships (Note 6) $ 849,320 $ -
Accrued fees and expenses due to General
Partner and affiliates (Note 3) 115,557 228,940
Other liabilities - 6,900
------------- -------------
Total liabilities 964,877 235,840
------------- -------------
Commitments and contingencies
Partners' equity (deficit) (Note 6)
General partner (1,122) 92
Limited partners (25,000 units authorized, 15,325 and 1,933 units
outstanding at March 31, 2003 and 2002, respectively) 12,431,492 1,523,680
------------- -------------
Total partners' equity 12,430,370 1,523,772
------------- -------------
$ 13,395,247 $ 1,759,612
============= =============
See accompanying notes to financial statements
17
WNC HOUSING TAX CREDIT FUND VI, L.P., SERIES 9
(A California Limited Partnership)
STATEMENTS OF OPERATIONS
For The Year Ended March 31, 2003 and
For The Period August 3, 2001 (Date Operations Commenced)
through March 31, 2002
For The Period
August 3,
2001 (Date
Operations
For the Year Commenced)
Ended March 31, through
2003 March 31, 2002
---------------------------------------
Interest income $ 18,207 $ 441
Other income 2,000 -
------------------ -----------------
20,207 441
------------------ -----------------
Operating expenses:
Amortization (Notes 2 and 3) 24,068 189
Asset management fees (Note 3) 83,630 -
Legal and accounting 5,595 7,635
Other 7,487 155
------------------ -----------------
Total operating expenses 120,780 7,979
------------------ -----------------
Loss from operations (100,573) (7,538)
Equity in losses of limited partnerships (Note 2) (309,076) -
------------------ -----------------
Net loss $ (409,649) $ (7,538)
================== =================
Net loss allocated to:
General partner $ (410) $ (8)
================== =================
Limited partners $ (409,239) $ (7,530)
================== =================
Net loss per limited partnership unit $ (47.38) $ (188.25)
================== =================
Outstanding weighted limited partner units 8,638 40
================== =================
See accompanying notes to financial statements
18
WNC HOUSING TAX CREDIT FUND VI, L.P., SERIES 9
(A California Limited Partnership)
STATEMENTS OF PARTNERS' EQUITY (DEFICIT)
For The Year Ended March 31, 2003 and
For The Period August 3, 2001 (Date Operations Commenced)
through March 31, 2002
General Limited
Partner Partners Total
--------------- -------------- ---------------
Contribution from General Partner and initial limited
partner on August 3, 2001 $ 100 $ 1,000 $ 1,100
Sale of limited partnership units - 1,933,000 1,933,000
Sale of limited partnership units issued for
promissory notes receivable (Note 6) - (151,500) (151,500)
Offering expenses - (251,290) (251,290)
Net loss (8) (7,530) (7,538)
--------------- -------------- ---------------
Partners' equity at March 31, 2002 92 1,523,680 1,523,772
Sale of limited partnership units (net of discounts
of $8,875) - 13,383,125 13,383,125
Sale of limited partnership units issued for
promissory notes receivable (Note 6) - (539,793) (539,793)
Collection of promissory notes receivable - 205,000 205,000
Offering expenses (804) (1,731,281) (1,732,085)
Net loss (410) (409,239) (409,649)
--------------- -------------- ---------------
Partners' equity (deficit) at March 31, 2003 $ (1,122) $ 12,431,492 $ 12,430,370
=============== ============== ===============
See accompanying notes to financial statements
19
WNC HOUSING TAX CREDIT FUND VI, L.P., SERIES 9
(A California Limited Partnership)
STATEMENTS OF CASH FLOWS
For The Year Ended March 31, 2003 and
For The Period August 3, 2001 (Date Operations Commenced)
through March 31, 2002
For The Period
August 3, 2001
(Date
Operations
For the year Commenced)
ended March 31, through
2003 March 31, 2002
------------------ -----------------
Cash flows from operating activities:
Net loss $ (409,649) $ (7,538)
Adjustments to reconcile net income (loss) to
net cash provided by (used in) operating activities:
Amortization 24,068 189
Equity in losses of limited partnerships 309,076 -
Change in interest receivable (3,200) (26)
Change in due to general partner and affiliates 2,169 890
Change in other liabilities (6,900) 6,900
------------------ -----------------
Net cash provided by (used in) operating
activities (84,436) 415
------------------ -----------------
Cash flows from investing activities:
Investments in limited partnerships, net (6,958,401) -
Capitalized acquisition costs and fees (1,259,931) (136,530)
------------------ -----------------
Net cash used in investing activities (8,218,332) (136,530)
------------------ -----------------
Cash flows from financing activities:
Capital contributions 13,412,332 1,418,600
Offering expenses (1,810,197) (60,680)
------------------ -----------------
Net cash provided by financing activities 11,602,135 1,357,920
------------------ -----------------
Net increase in cash and cash
equivalents 3,299,367 1,221,805
Cash and cash equivalents, beginning of period 1,221,805 -
------------------ -----------------
Cash and cash equivalents, end of period $ 4,521,172 $ 1,221,805
================== =================
SUPPLEMENTAL DISCLOSURE OF
CASH FLOW INFORMATION
Taxes paid $ 800 $ -
================== =================
See accompanying notes to financial statements
20
WNC HOUSING TAX CREDIT FUND VI, L.P., SERIES 9
(A California Limited Partnership)
NOTES TO FINANCIAL STATEMENTS
For The Year Ended March 31, 2003 and
For The Period August 3, 2001 (Date Operations Commenced)
through March 31, 2002
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
- ---------------------------------------------------
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 commenced operations on August 3, 2001, the effective date of
its public offering pursuant to the Securities and Exchange Commission's
approval of the Partnership's Pre-Effective Amendment No. 1 to Form S-11
initially filed on August 16, 2001. Prior to August 3, 2001, the Partnership was
considered a development-stage enterprise. 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 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.
The general partner is WNC & Associates, Inc. ("WNC") (the "General Partner"), a
California limited partnership. The chairman and president own substantially all
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 Partnership shall continue in full force and effect until December 31, 2062,
unless terminated prior to that date, pursuant to the partnership agreement or
law.
The financial statements include only activity relating to the business of the
Partnership, and do not give effect to any assets that the partners may have
outside of their interests in the Partnership, or to any obligations, including
income taxes, of the partners.
The Partnership agreement authorized the sale of up to 25,000 units at $1,000
per Unit ("Units"). As of March 31, 2003, 15,325 Units, representing
subscriptions in the amount of $15,316,125, net of dealer discounts of $7,350
and volume discounts of $1,525, had been accepted. The General Partner has a
0.1% 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 99.9% 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.
21
WNC HOUSING TAX CREDIT FUND VI, L.P., SERIES 9
(A California Limited Partnership)
NOTES TO FINANCIAL STATEMENTS - CONTINUED
For The Year Ended March 31, 2003 and
For The Period August 3, 2001 (Date Operations Commenced)
through March 31, 2002
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, continued
- --------------------------------------------------------------
Risks and Uncertainties
- -----------------------
An investment in the Partnership and the Partnership's investments in Local
Limited Partnerships and their Housing Complexes are subject to risks. These
risks may impact the tax benefits of an investment in the Partnership, and the
amount of proceeds available for distribution to the Limited Partners, if any,
on liquidation of the Partnership's investments. Some of those risks include the
following:
The Low Income Housing Credit rules are extremely complicated. Noncompliance
with these rules results in the loss of future Low Income Housing Credit s and
the fractional recapture of Low Income Housing Credits already taken. In most
cases the annual amount of Low Income Housing Credits that an individual can use
is limited to the tax liability due on the person's last $25,000 of taxable
income. The Local Limited Partnerships may be unable to sell the Housing
Complexes at a profit. Accordingly, the Partnership may be unable to distribute
any cash to its investors. Low Income Housing Credits may be the only benefit
from an investment in the Partnership.
The Partnership has invested in a limited number of Local Limited Partnerships.
Such limited diversity means that the results of operation of each single
Housing Complex will have a greater impact on the Partnership. With limited
diversity, poor performance of one Housing Complex could impair the
Partnership's ability to satisfy its investment objectives. Each Housing Complex
is subject to mortgage indebtedness. If a Local Limited Partnership failed to
pay its mortgage, it could lose its Housing Complex in foreclosure. If
foreclosure were to occur during the first 15 years, the loss of any remaining
Low Income Housing Credits, a fractional recapture of prior Low Income Housing
Credits, and a loss of the Partnership's investment in the Housing Complex would
occur. The Partnership is a limited partner or non-managing member of each Local
Limited Partnership. Accordingly, the Partnership will have very limited rights
with respect to management of the Local Limited Partnerships. The Partnership
will rely totally on the Local General Partners. Neither the Partnership's
investments in Local Limited Partnerships, nor the Local Limited Partnerships'
investments in Housing Complexes, are 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 interests in Local Limited
Partnerships; limitations on removal of Local General Partners; limitations on
subsidy programs; and possible changes in applicable regulations. Uninsured
casualties could result in loss of property and Low Income Housing Credits and
recapture of Low Income Housing Credits previously taken. The value of real
estate is subject to risks from fluctuating economic conditions, including
employment rates, inflation, tax, environmental, land use and zoning policies,
supply and demand of similar properties, and neighborhood conditions, among
others.
The ability of Limited Partners to claim tax losses from the Partnership is
limited. The IRS may audit the Partnership or a Local Limited Partnership and
challenge the tax treatment of tax items. The amount of Low Income Housing
Credits and tax losses allocable to the investors could be reduced if the IRS
were successful in such a challenge. The alternative minimum tax could reduce
tax benefits from an investment in the Partnership. Changes in tax laws could
also impact the tax benefits from an investment in the Partnership and/or the
value of the Housing Complexes.
No trading market for the Units exists or is expected to develop. Investors may
be unable to sell their Units except at a discount and should consider their
Units to be a long-term investment. Individual investors will have no recourse
if they disagree with actions authorized by a vote of the majority of Limited
Partners.
22
WNC HOUSING TAX CREDIT FUND VI, L.P., SERIES 9
(A California Limited Partnership)
NOTES TO FINANCIAL STATEMENTS
For The Year Ended March 31, 2003 and
For The Period August 3, 2001 (Date Operations Commenced)
through March 31, 2002
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, continued
- --------------------------------------------------------------
Exit Strategy
- -------------
The IRS compliance period for low-income housing tax credit properties is
generally 15 years from occupancy following construction or rehabilitation
completion. WNC was one of the first in the industry to offer investments using
the tax credit. Now these very first programs are completing their compliance
period.
With that in mind, the Partnership is continuing to review the Partnership's
holdings, with special emphasis on the more mature properties including those
that have satisfied the IRS compliance requirements. The Partnership's review
will consider many factors including extended use requirements on the property
(such as those due to mortgage restrictions or state compliance agreements), the
condition of the property, and the tax consequences to the investors from the
sale of the property.
Upon identifying those properties with the highest potential for a successful
sale, refinancing or syndication, the Partnership expects to proceed with
efforts to liquidate those properties. The Partnership's objective is to
maximize the investors' return wherever possible and, ultimately, to wind down
those funds that no longer provide tax benefits to investors. To date no
properties in the Partnership have been selected.
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 Partnerships' results of operations
and for any contributions made and distributions received. The Partnership
reviews the carrying amount of an individual investment in a Local Limited
Partnership for possible impairment whenever events or changes in circumstances
indicate that the carrying amount of such investment may not be recoverable.
Recoverability of such investment is measured by a comparison of the carrying
amount to future undiscounted net cash flows expected to be generated. If an
investment is considered to be impaired, the impairment to be recognized is
measured by the amount by which the carrying amount of the investment exceeds
fair value. The accounting policies of the Local Limited Partnership's are
generally 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 (Notes 2 and 3).
Equity in income and equity in losses of limited partnerships for the year and
period ended March 31, 2003 and 2002 have been recorded by the Partnership based
on nine months of reported results provided by the Local Limited Partnerships
and on three months of results estimated by management of the Partnership.
Management's estimate for the three-month period is based on either actual
unaudited results reported by the Local Limited Partnerships or historical
trends in the operations of the Local Limited Partnerships. Equity in losses
from the Local Limited Partnerships allocated to the Partnership will not be
recognized to the extent that the investment balance would be adjusted below
zero. As soon as the investment balance reaches zero, amortization of the
related costs of acquiring the investment are accelerated to the extent of
losses available.
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 13% (excluding
sales commissions and the dealer manager fee) of the total offering proceeds.
Offering expenses are reflected as a reduction of partners' capital and amounted
to $1,983,375 and $251,290 as of March 31, 2003 and 2002, respectively.
23
WNC HOUSING TAX CREDIT FUND VI, L.P., SERIES 9
(A California Limited Partnership)
NOTES TO FINANCIAL STATEMENTS
For The Year Ended March 31, 2003 and
For The Period August 3, 2001 (Date Operations Commenced)
through March 31, 2002
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
March 31, 2003 and 2002, the Partnership had no cash equivalents.
Concentration of Credit Risk
- ----------------------------
At March 31, 2003, the Partnership maintained cash balances at certain financial
institutions in excess of the federally insured maximum.
Net Income Per Limited Partner Unit
- -----------------------------------
Net income per limited partner unit is calculated pursuant to Statement of
Financial Accounting Standards No. 128, Earnings Per Share. Net income per unit
includes no dilution and is computed by dividing income available to limited
partners by the weighted average number of units outstanding during the period.
Calculation of diluted net income per unit is not required.
Reporting Comprehensive Income
- ------------------------------
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
during the year and period ended March 31, 2003 and 2002, as defined by SFAS No.
130.
New Accounting Pronouncements
- -----------------------------
In June 2001, the Financial Accounting Standards Board ("FASB") issued Statement
of Financial Accounting Standards ("SFAS") No. 143, "Accounting for Asset
Retirement Obligations", which requires that the fair value of a liability for
an asset retirement obligation be recognized in the period in which it is
incurred with the associated asset retirement costs being capitalized as a part
of the carrying amount of the long-lived asset. SFAS No. 143 also includes
disclosure requirements that provide a description of asset retirement
obligations and reconciliation of changes in the components of those
obligations. The statement is effective for fiscal years beginning after June
15, 2002. The adoption of SFAS No. 143 did not have a material impact on the
Partnership's financial position or results of operations.
In August 2001, the FASB issued SFAS No. 144, "Impairment or Disposal of
Long-Lived Assets," which addresses accounting and financial reporting for the
impairment or disposal of long-lived assets. This standard was effective for the
Partnership's financial statements beginning January 1, 2002. The implementation
of SFAS No. 144 did not have a material impact on the Partnership's financial
position or results of operations.
24
WNC HOUSING TAX CREDIT FUND VI, L.P., SERIES 9
(A California Limited Partnership)
NOTES TO FINANCIAL STATEMENTS
For The Year Ended March 31, 2003 and
For The Period August 3, 2001 (Date Operations Commenced)
through March 31, 2002
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, continued
- --------------------------------------------------------------
In April 2002, the FASB issued SFAS No. 145, "Rescission of FASB Statements No.
4, 44, and 64, Amendment of FASB Statement No. 13, and Technical Corrections."
SFAS No. 145 rescinded three previously issued statements and amended SFAS No.
13, "Accounting for Leases." The statement provides reporting standards for debt
extinguishments and provides accounting standards for certain lease
modifications that have economic effects similar to sale-leaseback transactions.
The statement is effective for certain lease transactions occurring after May
15, 2002 and all other provisions of the statement shall be effective for
financial statements issued on or after May 15, 2002. The implementation of SFAS
No. 145 did not 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," which updates accounting and reporting
standards for personnel and operational restructurings. The Partnership adopted
SFAS No. 146 for exit, disposal or other restructuring activities initiated
after December 31, 2002. The adoption of SFAS No. 146 did not have a material
effect on the Partnership's financial position or results of operations.
In November 2002, the FASB issued Interpretation No. 45 ("FIN 45"), "Guarantor's
Accounting and Disclosure Requirements for Guarantees, Including Indirect
Guarantees of Indebtedness of Others." The adoption of FIN 45 did not have a
material impact on the Partnership's finacial position or results of operations.
In December 2002, the FASB issued SFAS No. 148, "Accounting for Stock-Based
Compensation - Transition and Disclosure - an Amendment to SFAS No. 123." SFAS
No. 148 provides alternative methods of transition for a voluntary change to the
fair value based method on accounting for stock-based employee compensation. The
adoption of SFAS No. 148 did not have a material impact on the Partnership's
financial position or results of operations.
In January 2003, the FASB issued Interpretation No. 46 ("FIN 46"),
"Consolidation of Variable Interest Entities." The adoption of FIN 46 did not
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 ten Local Limited Partnerships, each of which owns one Housing
Complex except for one that owns three Housing Complexes consisting of an
aggregate of 394 apartment units. As of March 31, 2003, four of the Housing
Complexes were under construction or rehabilitation. The respective Local
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 approximately 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.
The Partnership's investments in limited partnerships as reflected in the
balance sheets at March 31, 2003 and 2002 are approximately $2,398,000 and
$174,000, respectively, greater than the Partnership's equity at the preceding
December 31 as shown in the Local Limited Partnerships' combined financial
statements presented below. This difference is primarily due to acquisition,
selection, and other costs related to the acquisition of the investments which
have been capitalized in the Partnership's investment account and to capital
contributions payable to the limited partnerships which were netted against
partner capital in the Local Limited Partnerships' financial statements (see
Note 6). The Partnership's investment is also lower than the Partnership's
equity as shown in the Local Limited Partnership's combined financial statements
due to the estimated losses recorded by the Partnership for the three month
period ended March 31.
25
WNC HOUSING TAX CREDIT FUND VI, L.P., SERIES 9
(A California Limited Partnership)
NOTES TO FINANCIAL STATEMENTS
For The Year Ended March 31, 2003 and
For The Period August 3, 2001 (Date Operations Commenced)
through March 31, 2002
NOTE 2 - INVESTMENTS IN LIMITED PARTNERSHIPS, continued
- -------------------------------------------------------
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 from Local Limited Partnerships are accounted for as a
reduction of the investment balance. Distributions received after the investment
has reached zero are recognized as income. As of March 31, 2003, no investment
accounts in Local Limited Partnerships had reached a zero balance.
The following is a summary of the equity method activity of the investments in
limited partnerships for the periods presented:
For the Years Ended
March 31
------------------------------
2003 2002
------------- --------------
Investments per balance sheet, beginning of period $ 173,781 $ -
Capital contributions paid, net 6,958,602 -
Capital contributions payable 849,119 -
Equity in losses of limited partnerships (309,076) -
Acquisition fees and costs 1,222,491 173,970
Amortization of capitalized acquisition fees and costs (24,068) (189)
------------- --------------
Investments per balance sheet, end of period $ 8,870,849 $ 173,781
============= ==============
26
WNC HOUSING TAX CREDIT FUND VI, L.P., SERIES 9
(A California Limited Partnership)
NOTES TO FINANCIAL STATEMENTS
For The Year Ended March 31, 2003 and
For The Period August 3, 2001 (Date Operations Commenced)
through March 31, 2002
NOTE 2 - INVESTMENTS IN LIMITED PARTNERSHIPS, continued
- -------------------------------------------------------
The financial information from the individual financial statements of the Local
Limited Partnerships include rental and interest subsidies. Rental subsidies are
included in total revenues and interest subsidies are generally netted in
interest expense. Approximate combined condensed financial information from the
individual financial statements of the Local Limited Partnerships as of December
31 and for the year then ended is as follows:
COMBINED CONDENSED BALANCE SHEETS
2002
---------------
ASSETS
Land $ 573,000
Buildings and improvements, net of accumulated depreciation of $409,000 20,714,000
Other assets 1,079,000
---------------
$ 22,366,000
===============
LIABILITIES AND PARTNERS' EQUITY
Mortgage and construction loans payable $ 12,675,000
Due to related parties 1,377,000
Other liabilities 757,000
---------------
14,809,000
---------------
PARTNERS' CAPITAL
WNC Housing Tax Credit Fund VI, L.P., Series 9 6,473,000
Other partners 1,084,000
---------------
7,557,000
---------------
$ 22,366,000
===============
27
WNC HOUSING TAX CREDIT FUND VI, L.P., SERIES 9
(A California Limited Partnership)
NOTES TO FINANCIAL STATEMENTS
For The Year Ended March 31, 2003 and
For The Period August 3, 2001 (Date Operations Commenced)
through March 31, 2002
NOTE 2 - INVESTMENTS IN LIMITED PARTNERSHIPS, continued
- -------------------------------------------------------
COMBINED CONDENSED STATEMENTS OF OPERATIONS
2002
---------------
Revenues $ 1,490,000
---------------
Expenses:
Operating expenses 1,070,000
Interest expense 247,000
Depreciation and amortization 430,000
---------------
Total expenses 1,747,000
---------------
Net loss $ (255,000)
===============
Net loss allocable to the Partnership $ (255,000)
===============
Net loss recorded by the Partnership $ (309,000)
===============
Certain Local Limited Partnerships have incurred significant operating losses
and/or 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.
28
WNC HOUSING TAX CREDIT FUND VI, L.P., SERIES 9
(A California Limited Partnership)
NOTES TO FINANCIAL STATEMENTS
For The Year Ended March 31, 2003 and
For The Period August 3, 2001 (Date Operations Commenced)
through March 31, 2002
NOTE 3 - RELATED PARTY TRANSACTIONS
- -----------------------------------
Under the terms of the Partnership Agreement, the Partnership has paid or is
obligated to the General Partner or their affiliates for the following items:
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 March 31, 2003 and 2002, the
Partnership incurred acquisition fees of $1,072,750 and $135,310,
respectively, which will be included in investments in limited
partnerships. Accumulated amortization of these capitalized costs was
$19,010 and $147, respectively, as of March 31, 2003 and 2002,
respectively.
Acquisition costs of 2% of the gross proceeds from the sale of Units
as full reimbursement of costs incurred by the General Partner in
connection with the acquisition of Local Limited Partnerships. As of
March 31, 2003 and 2002, the Partnership incurred acquisition costs of
$306,500 and $38,660, respectively, which will be included in
investments in limited partnerships. Accumulated amortization was
$4,991 and $42 as of March 31, 2003 and 2002, respectively.
An annual asset management fee not to exceed 0.5% of the invested
assets (defined as the sum of the series' investment in local limited
partnerships and the series' allocable share of the amount of the
mortgage loans on, and other debts related to, the apartment
complexes) of the Local Limited Partnerships. Management fees of
$83,630 and $0 were incurred during the year and period ended March
31, 2003 and 2002, respectively, of which $10,000 was paid during the
year ended March 31, 2003.
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 return on investment (as defined in the
Partnership Agreement) and is payable only if the General Partner or
its affiliates render services in the sales effort.
The accrued fees and expenses due to General Partner and affiliates consist of the following at:
March 31
----------------------------------
2003 2002
--------------- ---------------
Acquisition fees payable $ - $ 29,120
Acquisition expenses payable - 8,320
Asset management fees payable 73,630 -
Organizational, offering and selling costs payable 200 16,640
Commissions payable 38,668 173,970
Reimbursements for expenses paid by the General Partner or an affiliate 3,059 890
--------------- ---------------
$ 115,557 $ 228,940
=============== ===============
NOTE 4 - INCOME TAXES
- ---------------------
No provision for income taxes has been recorded in the accompanying financial
statements, as any liability for income taxes is the obligation of the partners
of the Partnership.
29
WNC HOUSING TAX CREDIT FUND VI, L.P., SERIES 9
(A California Limited Partnership)
NOTES TO FINANCIAL STATEMENTS
For The Year Ended March 31, 2003 and
For The Period August 3, 2001 (Date Operations Commenced)
through March 31, 2002
NOTE 5 - QUARTERLY RESULTS OF OPERATIONS (UNAUDITED)
- ----------------------------------------------------
The following is a summary of the quarterly operations for the years ended March 31, 2003:
June 30 September 30 December 31 March 31
--------------- --------------- --------------- ---------------
2003
----
Income $ 7,000 $ 4,000 $ 5,000 $ 4,000
Operating expenses (14,000) (29,000) (37,000) (41,000)
Equity in gains/(losses) of
limited partnerships 4,000 (18,000) (232,000) (63,000)
Net loss (3,000) (43,000) (264,000) (100,000)
Loss available to limited partners (3,000) (43,000) (263,000) (100,000)
Loss available per limited
partner unit (1) (7) (26) (13)
NOTE 6 - 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 7 - SUBSCRIPTIONS AND NOTES RECEIVABLE
- -------------------------------------------
As of March 31, 2002, the Partnership had received subscriptions for 1,933 units
which included subscriptions receivable of $364,000 and promissory notes of
$151,500. Limited partners who subscribed for ten or more units of limited
partnerships interest ($10,000) could elect to pay 50% of the purchase price in
cash upon subscription and the remaining 50% by the delivery of a promissory
note payable, together with interest at a rate equal to the three month treasury
bill rate as of the date of execution of the promissory note, due no later than
13 months after the subscription date. During the year ended March 31, 2003, the
subscriptions receivable were collected in full. In addition $136,500 of the
promissory notes outstanding at March 31, 2002 were collected in full.
From April 1, 2002 through February 2003, the date of closing the fund, the
Partnership received subscriptions for an additional 13,392 units, which
included promissory notes of $539,793 for which it has received net cash
totaling $12,911,832. Promissory notes in the amount of $486,293 were
outstanding at March 31, 2003.
NOTE 8 - SUBSEQUENT EVENTS UNAUDITED
- ------------------------------------
In July 2003, the Partnership acquired limited partnership interest in two Local
Limited Partnerships for an aggregate amount of $3,584,788. Payments in the
amount of $2,839,772 were made to these Local Limited Partnerships by the
Partnership subsequent to year-end.
30
Item 9. Changes in and Disagreements With Accountants on Accounting and
Financial Disclosure
NOT APPLICABLE
PART III
Item 10. Directors and Executive Officers of the Registrant
(a) Identification of Directors, (b) Identification of Executive Officers, (c)
Identification of Certain Significant Employees, (d) Family Relationships,
and (e) Business Experience
The Partnership has no directors, executive officers or employees of its own.
The following biographical information is presented for the directors, executive
officers and significant employees of Associates, which has principal
responsibility for the Partnership's affairs.
Associates is a California corporation which was organized in 1971. Its officers
and significant employees are:
Wilfred N. Cooper, Sr. Chairman of the Board
Wilfred N. Cooper, Jr. President and Chief Executive Officer
David N. Shafer, Esq. Executive Vice President and Director of Asset Management
Sylvester P. Garban Senior Vice President - Institutional Investments
David C. Turek Senior Vice President - Originations
Thomas J. Riha, CPA Vice President - Chief Financial Officer
Michael J. Gaber Vice President - Acquisitions
Diemmy T. Tran Vice President - Portfolio Management
J. Brad Hurlbut Director of Syndications
In addition to Wilfred N. Cooper, Sr., the directors of Associates are Wilfred
N. Cooper, Jr., David N. Shafer, and Kay L. Cooper. The principal shareholder of
Associates is a trust established by Wilfred N. Cooper, Sr.
Wilfred N. Cooper, Sr., age 72, is the founder and Chairman of the Board of
Directors of Associates, a Director of WNC Capital Corporation, and a general
partner in some of the partnerships previously sponsored by Associates. Mr.
Cooper has been actively involved in the affordable housing industry since 1968.
Previously, during 1970 and 1971, he was founder and a principal of Creative
Equity Development Corporation, a predecessor of Associates, and of Creative
Equity Corporation, a real estate investment firm. For 12 years before that, Mr.
Cooper was employed by Rockwell International Corporation, last serving as its
manager of housing and urban developments where he had responsibility for
factory-built housing evaluation and project management in urban planning and
development. He has testified before committees of the U.S. Senate and the U.S.
House of Representatives. Mr. Cooper is a Life Director of the National
Association of Home Builders and a National Trustee for NAHB's Political Action
Committee, and the Chairman of NAHB's Multifamily Council. He is a Director of
the National Housing Conference and a member of NHC's Executive Committee, and a
founder and Director of the California Housing Consortium. He is the husband of
Kay Cooper and the father of Wilfred N. Cooper, Jr. Mr. Cooper graduated from
Pomona College in 1956 with a Bachelor of Arts degree.
Wilfred N. Cooper, Jr., age 40, is President, Chief Executive Officer, Secretary
and a Director and a member of the Acquisition Committee of Associates. He is
President of, and a registered principal with, WNC Capital Corporation, and is a
Director of WNC Management, Inc. He has been involved in real estate investment
and acquisition activities since 1988 when he joined Associates Previously, he
served as a Government Affairs Assistant with Honda North America in Washington,
D.C. Mr. Cooper is a member of the Editorial Advisory Boards of Affordable
Housing Finance and LIHC Monthly Report, a Steering Member of the Housing Credit
Group of the National Association of Home Builders, an Alternate Director of
NAHB, a member of the Advisory Board of the New York State Association for
Affordable Housing and a member of the Urban Land Institute. He is the son of
Wilfred Cooper, Sr. and Kay Cooper. Mr. Cooper graduated from The American
University in 1985 with a Bachelor of Arts degree.
31
David N. Shafer, age 50, is Executive Vice President, a Director, Director of
Asset Management and a member of the Acquisition Committee of Associates, and a
Director and Secretary of WNC Management, Inc. Mr. Shafer has been active in the
real estate industry since 1984. Before joining Associates in 1990, he was
engaged as an attorney in the private practice of law with a specialty in real
estate and taxation. Mr. Shafer is a Director and President of the California
Council of Affordable Housing, and a member of the State Bar of California. Mr.
Shafer graduated from the University of California at Santa Barbara in 1978 with
a Bachelor of Arts degree, from the New England School of Law in 1983 with a
Juris Doctor degree cum laude and from the University of San Diego in 1986 with
a Master of Law degree in Taxation.
Sylvester P. Garban, age 57, is Senior Vice President - Institutional
Investments of Associates. Mr. Garban has been involved in real estate
investment activities since 1978. Before joining Associates in 1989, he served
as Executive Vice President with MRW, Inc., a real estate development and
management firm. Mr. Garban is a member of the National Association of
Affordable Housing Lenders and the Financial Planning Association. He graduated
from Michigan State University in 1967 with a Bachelor of Science degree in
Business Administration.
David C. Turek, age 48, is Senior Vice President - Originations of Associates.
His experience with real estate investments and finance has continued since
1976, and he has been employed by Associates since 1996. Previously, from 1995
to 1996, Mr. Turek served as a consultant for a national tax credit sponsor
where he was responsible for on-site feasibility studies and due diligence
analyses of tax credit properties. From 1992 to 1995 he served as Executive Vice
President for Levcor, Inc., a multi-family development company, and from 1990 to
1992 he served as Vice President for the Paragon Group where he was responsible
for tax credit development activities. He is a Director of the National Housing
and Rehabilitation Association, the Rural Rental Housing Association of Texas,
and the Alabama Council of Affordable Rental Housing. Mr. Turek graduated from
Southern Methodist University in 1976 with a Bachelor of Business Administration
degree.
Thomas J. Riha, age 47, is Vice President - Chief Financial Officer and a member
of the Acquisition Committee of Associates and President, Treasurer and a
Director of WNC Management, Inc. He has been involved in real estate acquisition
and investment activities since 1979. Before joining Associates in 1994, Mr.
Riha was employed by Trust Realty Advisor, a real estate acquisition and
management company, last serving as Vice President - Operations. He is a
Director of the Task Force on Housing Credit Certification of the National
Association of Home Builders. Mr. Riha graduated from the California State
University, Fullerton in 1977 with a Bachelor of Arts degree cum laude in
Business Administration with a concentration in Accounting and is a Certified
Public Accountant and a member of the American Institute of Certified Public
Accountants.
Michael J. Gaber, age 37, is Vice President - Acquisitions and a member of the
Acquisition Committee of Associates. Mr. Gaber has been involved in real estate
acquisition, valuation and investment activities since 1989 and has been
associated with Associates since 1997. Prior to joining Associates, he was
involved in the valuation and classification of major assets, restructuring of
debt and analysis of real estate taxes with H.F. Ahmanson & Company, parent of
Home Savings of America. Mr. Gaber graduated from the California State
University, Fullerton in 1991 with a Bachelor of Science degree in Business
Administration - Finance.
Diemmy T. Tran, age 37, is Vice President - Portfolio Management of Associates.
She is responsible for overseeing portfolio management and investor reporting
for all WNC funds, and for monitoring investment returns for all WNC
institutional funds. Ms. Tran has been involved in real estate asset management
and finance activities for 12 years. Prior to joining Associates in 1998, Ms.
Tran served as senior asset manager for a national Tax Credit sponsor and as an
asset specialist for the Resolution Trust Corporation where she was responsible
for the disposition and management of commercial loan and REO portfolios. Ms.
Tran is licensed as a California real estate broker. She graduated from
California State University, Northridge in 1989 with a Bachelor of Science
degree in finance and a minor in real estate.
J. Brad Hurlbut, age 43, is Director of Syndications of Associates. He is
responsible for the financial structuring of WNC's institutional funds. Mr.
Hurlbut has 20 years of experience in real estate investment and development.
Prior to joining WNC in 2000, he served as corporate controller for Great
Western Hotels Corporation. Mr. Hurlbut has been an enrolled agent licensed to
practice before the IRS since 1984. He graduated from the University of Redlands
in 1981 with a Bachelor of Science degree in business management and from
California State University, Fullerton in 1985 with a Master of Science degree
in taxation.
32
Kay L. Cooper, age 66, is a Director of Associates. Mrs. Cooper was the sole
proprietor of Agate 108, a manufacturer and retailer of home accessory products,
from 1975 until its sale in 1998. She is the wife of Wilfred Cooper, Sr. and the
mother of Wilfred Cooper, Jr. Mrs. Cooper graduated from the University of
Southern California in 1958 with a Bachelor of Science degree.
(f) Involvement in Certain Legal Proceedings
Inapplicable.
(g) Promoters and Control Persons
Inapplicable.
(h) Audit Committee Financial Expert
Neither the Partnership nor Associates has an audit committee.
Item 11. Executive Compensation
The Partnership has no officers, employees, or directors. However, under the
terms of the Partnership Agreement the Partnership is obligated to the General
Partner or its affiliates for the following fees:
(a) Organization and Offering Expenses. The Partnership accrued or paid the
General Partner or its affiliates as of March 31, 2003 and 2002
approximately $1,983,000 and $251,000 for selling commissions and other
fees and expenses of the Partnership's offering of Units. Of the total
accrued or paid, approximately $1,064,000 and $135,000 as of March 31, 2003
and 2002 was paid or to be paid to unaffiliated persons participating in
the Partnership's offering.
(b) Acquisition Fees. Acquisition fees in an amount equal to 7.0% of the gross
proceeds of the Partnership's Offering ("Gross Proceeds"). As of March 31,
2003 and 2002 the aggregate amount of acquisition fees paid or accrued was
approximately $1,073,000 and $135,000.
(c) Acquisition Expense. The Partnership reimbursed the General Partner for
acquisition expenses in an amount equal to 2% of the Gross Proceeds,
pursuant to the terms of the partnership agreement. As of March 31, 2003
and 2002, the aggregate amount of acquisition fees paid or accrued was
approximately $306,000 and $39,000.
(d) Annual Asset Management Fee. An annual asset management fee in an amount
equal to 0.2% of the Invested Assets of the Partnership. "Invested Assets"
is defined as the sum of the Partnership's Investment in Local Limited
Partnerships and the Partnership's allocable share of the amount of the
mortgage loans and other debts related to the Housing Complexes owned by
such Local Limited Partnerships. Fees of $84,000 were incurred for the year
ended March 31, 2003, and no fees were incurred for the period August 3,
2001 (date of operations commenced) through March 31, 2002.
(e) Operating Expenses. The Partnership reimbursed the General Partner or its
affiliates for operating expenses of approximately $16,000 and $12,500 for
the year ended March 31, 2003 and for the period August 3, 2001 (date
operations commenced) through March 31, 2002, respectively, expended by
such persons on behalf of the Partnership.
(f) Subordinated Disposition Fee. A subordinated disposition fee in an amount
equal to 1% of the sale price received in connection with the sale or
disposition of an Apartment Complex or Local Limited Partnership Interest.
Subordinated disposition fees will be subordinated to the prior return of
the Limited Partners' capital contributions and payment of the Return on
Investment to the Limited Partners. "Return on Investment" means an annual,
cumulative but not compounded, "return" to the Limited Partners (including
Low Income Housing Credits) as a class on their adjusted capital
contributions commencing for each Limited Partner on the last day of the
calendar quarter during which the Limited Partner's capital contribution is
received by the Partnership, calculated at the following rates: (i) 11%
through
33
December 31, 2010, and (ii) 6% for the balance of the Partnerships term. No
disposition fees have been paid.
(g) Interest in Partnership. The General Partner will receive 0.1% of the Low
Income Housing Credits. No Low Income Housing Credits were allocated for
the period ended December 31, 2000. The General Partners are also entitled
to receive 0.1% of cash distributions. There were no distributions of cash
to the General Partner during the year ended March 31, 2003 and during the
period August 3, 2001 (date operations commenced) through March 31, 2002.
Item 12. Security Ownership of Certain Beneficial Owners and Management and
Related Stockholder Matters
(a) Securities Authorized for Issuance Under Equity Compensation Plans
Inapplicable
(b) Security Ownership of Certain Beneficial Owners
No person is known to own beneficially in excess of 5% of the outstanding
Units.
(c) Security Ownership of Management
Neither the General Partner, its affiliates, nor any of the officers or
directors of the General Partner or its affiliates own directly or
beneficially any Units in the Partnership.
(d) Changes in Control
The management and control of the General Partner and of Associates may be
changed at any time in accordance with its organizational documents,
without the consent or approval of the Limited Partners. In addition, the
Partnership Agreement provides for the admission of one or more additional
and successor General Partners in certain circumstances.
First, with the consent of any other General Partners and a
majority-in-interest of the Limited Partners, any General Partner may
designate one or more persons to be successor or additional General
Partners. In addition, any General Partner may, without the consent of any
other General Partner or the Limited Partners, (i) substitute in its stead
as General Partner any entity which has, by merger, consolidation or
otherwise, acquired substantially all of its assets, stock or other
evidence of equity interest and continued its business, or (ii) cause to be
admitted to the Partnership an additional General Partner or Partners if it
deems such admission to be necessary or desirable so that the Partnership
will be classified a partnership for Federal income tax purposes. Finally,
a majority-in-interest of the Limited Partners may at any time remove the
General Partner of the Partnership and elect a successor General Partner.
Item 13. Certain Relationships and Related Transactions
The General Partner manages all of the Partnership's affairs. The transactions
with the General Partner are primarily in the form of fees paid by the
Partnership for services rendered to the Partnership, reimbursement of expenses,
and the General Partner's interest in the Partnership, as discussed in Item 11
and in the notes to the Partnership's financial statements.
Item 14. Controls and Procedures
Associates, on behalf of the Partnership, maintains disclosure controls and
procedures that are designed to ensure that information required to be disclosed
in our periodic reports filed with the Securities and Exchange Commission
("SEC") is recorded, processed, summarized and reported within the time periods
specified in the rules and forms of the SEC and that such information is
accumulated and communicated to our management as appropriate to allow timely
decisions regarding required disclosure. In designing and evaluating the
disclosure controls and procedures, our management recognized that any controls
and procedures, no matter how well designed and operated, can
34
provide only reasonable assurance of achieving the desired control objectives
and management necessarily was required to apply its judgment in evaluating the
cost-benefit relationship of possible controls and procedures.
Based on their most recent evaluation, which was completed within 90 days of the
filing of this Annual Report on Form 10-K, our Principal Executive Officer and
Principal Financial Officer believe that our disclosure controls and procedures
(as defined in Rules 13a-14 and 15d-14 of the Securities Exchange Act of 1934,
as amended) are effective. There were no significant changes in internal
controls or in other factors that could significantly affect these internal
controls subsequent to the date of their most recent evaluation.
35
PART IV.
Item 15. Exhibits, Financial Statement Schedules, and Reports on Form 8-K
(a)(1) Financial statements included in Part II hereof:
Report of Independent Certified Public Accountants
Independent Auditors' Report
Balance Sheets, March 31, 2003 and 2002
Statements of Operations for the year ended March 31, 2003 and for the
period August 3, 2001 (Date Operations Commenced) through March 31,
2002
Statements of Partners' Equity (Deficit) for the year ended March 31,
2003 and for the period August 3, 2001 (Date Operations Commenced)
through March 31, 2002
Statements of Cash Flows for the year ended March 31, 2003 and for the
period August 3, 2001 (Date Operations Commenced) through March 31,
2002
Notes to Financial Statements
(a)(2) Financial statement schedules:
Report of Independent Certified Public Accountants on Financial
Statement Schedules
Schedule III - Real Estate Owned by Local Limited Partnerships
(b) Reports on Form 8-K.
NONE.
(c) Exhibits.
3.1 First Amended and Restated Agreement of Limited Partnership of WNC
Housing Tax Credit Fund VI, L.P., Series 9 dated as of July 17, 2001
filed as Exhibit 3.1 to Post-Effective Amendment No. 1 to the
Registration Statement on Form S-11 filed on August 18, 2001 is hereby
incorporated herein by reference as Exhibit 3.1.
10.1 Amended and Restated Operating Agreement of Byhalia Estates, L.P.
filed as Exhibit 10.1 to the current report on Form 8-K dated April 1,
2002 is herein incorporated by reference as Exhibit 10.1.
10.2 First amendment to the Amended and Restated Operating Agreement of
Byhalia Estates, L.P. filed as Exhibit 10.2 to the current report on
Form 8-K dated April 1, 2002 is herein incorporated by reference as
Exhibit 10.2.
10.3 Amendment to the Amended and Restated Limited Partnership Agreement of
Parker Estates Limited Partnership filed as exhibit 10.21 to the
current report on Form 8-K dated April 1, 2002 is herein incorporated
by reference as Exhibit 10.3.
10.4 First amendment to the Amended and Restated Limited Partnership
Agreement of Parker Estates Limited Partnership filed as exhibit 10.4
to the current report on Form 8-K dated April 23, 2002 is herein
incorporated by reference as Exhibit 10.4.
10.5 Amended and Restated agreement of Limited Partnership of Preservation
Partners III L.P. filed as exhibit 10.1to the current report on Form
8-K dated April 10, 2002 is herein incorporated by reference as
exhibit 10.5.
10.6 Amended and Restated agreement of Limited Partnership of Saw Mill
Creek II Limited Dividend Housing Association Limited Partnership.
filed as exhibit 10.3 to the current report on Form 8-K dated June 5,
2002 is herein incorporated by reference as exhibit 10.5.
36
10.7 First Amendment to the Amended and Restated agreement of Limited
Partnership of Saw Mill Creek II Limited Dividend Housing Association
Limited Partnership. filed as exhibit 10.2 to the current report on
Form 8-K dated June 5, 2002 is herein incorporated by reference as
exhibit 10.7.
10.8 Amended and Restated agreement of Limited Partnership of Mendota I
Limited Partnership. filed as exhibit 10.1 to the current report on
Form 8-K dated May 31, 2002 is herein incorporated by reference as
exhibit 10.8.
10.9 Amended and Restated agreement of Limited Partnership of Calico
Terrace Limited Partnership. filed as exhibit 10.1 to the current
report on Form 8-K dated July 24, 2002 is herein incorporated by
reference as exhibit 10.9.
10.10 First Amendment to the Amended and Restated agreement of Limited
Partnership of Calico Terrace Limited Partnership. filed as exhibit
10.2 to the current report on Form 8-K dated July 24, 2002 is herein
incorporated by reference as exhibit 10.10.
10.11 Second Amended and Restated agreement of Limited Partnership of
Oakview Terrace Townhomes Limited Partnership. filed as exhibit 10.1
to the current report on Form 8-K dated August 8, 2002 is herein
incorporated by reference as exhibit 10.11.
10.12 First Amendment to the Second Amended and Restated agreement of
Limited Partnership of Oakview Terrace Townhomes Limited Partnership.
filed as exhibit 10.1 to the current report on Form 8-K dated August
8, 2002 is herein incorporated by reference as exhibit 10.12.
10.13 Amended and Restated agreement of Limited Partnership of 505 West Main
Limited Partnership. filed as exhibit 10.1 to the current report on
Form 8-K dated July 31, 2002 is herein incorporated by reference as
exhibit 10.13.
10.14 First Amendment to the Amended and Restated agreement of Limited
Partnership of 505 West Main Limited Partnership. filed as exhibit
10.2 to the current report on Form 8-K dated July 31, 2002 is herein
incorporated by reference as exhibit 10.14.
10.15 Amended and Restated agreement of Limited Partnership of North Davison
Partners 99 Limited Partnership. filed as exhibit 10.1 to the current
report on Form 8-K dated July 31, 2002 is herein incorporated by
reference as exhibit 10.15.
10.16 First Amendment to the Amended and Restated agreement of Limited
Partnership of North Davison Partners 99 Limited Partnership. filed as
exhibit 10.2 to the current report on Form 8-K dated July 31, 2002 is
herein incorporated by reference as exhibit 10.16.
10.17 Amended and Restated agreement of Limited Partnership of McPherson
Housing Associates Limited Partnership. filed as exhibit 10.1 to the
current report on Form 8-K dated December 6, 2002 is herein
incorporated by reference as exhibit 10.17.
10.18 First Amendment to the Amended and Restated agreement of Limited
Partnership of McPherson Housing Associates Limited Partnership. filed
as exhibit 10.2 to the current report on Form 8-K dated December 6,
2002 is herein incorporated by reference as exhibit 10.18.
10.19 Second Amendment to the Amended and Restated agreement of Limited
Partnership of McPherson Housing Associates Limited Partnership. filed
as exhibit 10.3 to the current report on Form 8-K dated December 6,
2002 is herein incorporated by reference as exhibit 10.19
10.20 Third Amendment to the Amended and Restated agreement of Limited
Partnership of McPherson Housing Associates Limited Partnership. filed
as exhibit 10.4 to the current report on Form 8-K dated December 6,
2002 is herein incorporated by reference as exhibit 10.20.
37
99.1 Certification of the Principal Executive Officer pursuant to 18 U.S.C.
section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley
Act of 2002. (filed herewith)
99.2 Certification of the Principal Financial Officer pursuant to 18 U.S.C.
section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley
Act of 2002. (filed herewith)
99.3 Financial Statements of McPherson Housing Associates, L.P. as of and
for the year ended December 31, 2002 together with the independent
auditors' report thereon; a significant subsidiary of the partnership.
(filed herewith)
(d) Financial Statement schedule follow, as set forth in subsection (a)(2)
hereof.
38
Report of Independent Certified Public Accountants on Financial Statement
Schedules
To the Partners
WNC Housing Tax Credit Fund VI, L.P., Series 9
The audits referred to in our report dated June 23, 2003 relating to the 2003
and 2002 financial statements of WNC Housing Tax Credit Fund VI, L.P., Series 9
(the "Partnership"), which are contained in Item 8 of this Form 10-K, included
the audit of the accompanying financial statement schedules. The financial
statement schedules, listed in Item 15(a)2, are the responsibility of the
Partnership's management. Our responsibility is to express an opinion on these
financial statement schedules based upon our audits.
In our opinion, such financial statement schedules present fairly, in all
material respects, the financial information set forth therein.
/s/ BDO SEIDMAN, LLP
Costa Mesa, California
June 23, 2003
39
WNC Housing Tax Credit Fund VI L.P., Series 9
Schedule III
March 31, 2003
------------------------------------ ------------------------------------------------
As of March 31, 2003 As of December 31, 2002
- ------------------------------------------------------------------------------------------------------------------------------------
Partnerships Total Amount of Encumbrances
Original Investment Investment of Local Net
in Local Limited Paid Limited Property and Accumulated Book
Partnership Name Location Partnerships to Date Partnerships Equipment Depreciation Value
- ------------------------------------------------------------------------------------------------------------------------------------
505 West Main Vermillion,
Limited South
Partnership Dakota $ 761,000 $ 685,000 $ 1,806,000 $ 3,891,000 $ (49,000) $ 3,842,000
Byhalia
Estates, Byhalia,
L.P. Mississippi 244,000 183,000 591,000 967,000 (24,000) 943,000
Calico Terrace Calico
Limited Rock,
Partnership Arkansas 452,000 312,000 1,326,000 1,730,000 (11,000) 1,719,000
McPherson
Housing
Associates
Limited McPherson,
Partnership Kansas 1,770,000 1,695,000 2,157,000 3,930,000 (83,000) 3,847,000
Morris,
Illinois and
Mendota I, L.P. Mendota,
an Illinois Illinois
limited and Plano
partnership Illinois 1,701,000 1,616,000 2,749,000 4,481,000 (112,000) 4,369,000
North Davison
Partners 99 Mitchell,
Limited South
Partnership Dakota 482,000 410,000 673,000 949,000 (11,000) 938,000
Oakview
Terrace
Townhomes North
Limited Branch,
Partnership Minnesota 1,108,000 997,000 441,000 1,436,000 - 1,436,000
Parker
Estates, L.P., a
Mississippi
limited Sunflower,
partnership Mississippi 328,000 246,000 939,000 1,363,000 (37,000) 1,326,000
Preservation
Partners III
Limited
Partnership,
an Illinois
limited Monmouth,
partnership Illinois 579,000 492,000 821,000 1,362,000 (29,000) 1,333,000
Saw Mill Creek
II Limited
Dividend
Housing
Association
Limited
Partnership, a
Michigan
limited Vicksburg,
partnership Michigan 383,000 322,000 1,172,000 1,587,000 (53,000) 1,534,000
---------- ----------- ------------ ------------ ----------- ------------
$7,808,000 $ 6,958,000 $ 12,675,000 $ 21,696,000 $ (409,000) $ 21,287,000
========== =========== ============ ============ =========== ============
40
WNC Housing Tax Credit Fund VI, Series 9
Schedule III
Real Estate Owned by Local Limited Partnerships
--------------------------------------------------------------------------------------------
For the year ended December 31, 2002
--------------------------------------------------------------------------------------------
Year Estimated
Investment Useful Life
Partnership Name Rental Income Net Income(Loss) Acquired Status (Years)
- ---------------------------------------------------------------------------------------------------------------------------
505 West Main Limited
Partnership $ 208,000 $ (74,000) 2002 Completed 40
Byhalia Estates, L.P. 101,000 - 2002 Completed 40
Calico Terrace Limited
Partnership 64,000 6,000 2002 Under construction 25
McPherson Housing Associates
Limited Partnership 199,000 (142,000) 2002 Completed 40
Mendota I, L.P. an Illinois
limited partnership 478,000 30,000 2002 Completed 40
North Davison Partners 99
Limited Partnership 104,000 (22,000) 2002 Under construction 30
Oakview Terrace Townhomes
Limited Partnership - 3,000 2002 Under construction 0
Parker Estates, L.P., a
Mississippi limited partnership 118,000 (26,000) 2002 Completed 40
Preservation Partners III
Limited Partnership, an
Illinois limited partnership 99,000 11,000 2002 Under construction 40
Saw Mill Creek II Limited
Dividend Housing Association
Limited Partnership, a
Michigan limited partnership 63,000 (41,000) 2002 Completed 27.5
------------ -----------
$ 1,434,000 $ (255,000)
============ ===========
41
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.
WNC HOUSING TAX CREDIT FUND VI, L.P., SERIES 9
By: WNC & Associates, Inc.,
General Partner
By: /s/ Wilfred N. Cooper, Jr.
--------------------------
Wilfred N. Cooper, Jr.,
President of WNC & Associates, Inc.
Date: ________ ___, 2003
Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the registrant and
in the capacities and on the dates indicated.
By: /s/ Wilfred N. Cooper, Jr.
--------------------------
Wilfred N. Cooper, Jr.,
Chief Executive Officer, President and Director of
WNC & Associates, Inc. (principal executive officer)
Date: ________ ___, 2003
By: /s/ Thomas J. Riha
--------------------
Thomas J. Riha,
Vice-President - Chief Financial Officer of WNC & Associates, Inc.
(principal financial officer and principal accounting
officer)
Date: September 3, 2003
By: /s/ Wilfred N. Cooper, Sr.
--------------------------
Wilfred N. Cooper, Sr.,
Chairman of the Board of WNC & Associates, Inc.
Date: September 3, 2003
By: /s/ David N. Shafer
-------------------
David N Shafer,
Director of WNC & Associates, Inc.
Date: September 3, 2003
42
CERTIFICATIONS
I, Wilfred N. Cooper, Jr., certify that:
1. I have reviewed this annual report on Form 10-K of WNC HOUSING
TAX CREDITS FUND VI, L.P., Series 9;
2. Based on my knowledge, this annual 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 periods covered by this annual
report;
3. Based on my knowledge, the financial statements, and other
financial information included in this annual 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 annual 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 annual 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 annual report (the "Evaluation
Date"); and
(c) presented in this annual 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 annual 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: September 3, 2003
/s/ Wilfred N. Cooper, Jr.
---------------------------
[Signature]
Chairman and Chief Executive Officer of WNC & Associates, Inc.
43
CERTIFICATIONS
I, Thomas J. Riha, certify that:
1. I have reviewed this annual report on Form 10-K of WNC HOUSING
TAX CREDITS FUND VI, L.P., Series 9;
2. Based on my knowledge, this annual 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 periods covered by this annual
report;
3. Based on my knowledge, the financial statements, and other
financial information included in this annual 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 annual 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 annual 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 annual report (the "Evaluation
Date"); and
(c) presented in this annual 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 annual 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: September 3, 2003
/s/ Thomas J. Riha
-------------------
[Signature]
Vice-President - Chief Financial Officer of WNC & Associates, Inc.
44