Item 1. Business
Organization
WNC Housing Tax Credit Fund VI, L.P., Series 6 (the "Partnership") is a California Limited Partnership formed under the laws of the State of California on March 3, 1997 and commenced operations on August 20, 1998. The Partnership was formed to acquire limited partnership interests in other limited partnerships or limited liability companies ("Local Limited Partnerships") which own multi-family housing complexes that are eligible for Federal low income housing tax credits (the "Low Income Housing Credit").
The general partner of the Partnership is WNC & Associates, Inc. ("Associates" or the "General Partner"). Wilfred N. Cooper, Sr., through the Cooper Revocable Trust, owns 66.8% of the outstanding stock of Associates. John B. Lester, Jr. was the original limited partner of the Partnership and owns, through the Lester Family Trust, 28.6% of the outstanding stock of Associates. Wilfred N. Cooper, Jr., President of Associates, owns 2.1% of the outstanding stock of Associates. The business of the Partnership is conducted primarily through the General Partner, as the Partnership has no employees of its own.
Pursuant to a registration statement which was declared effective on June 23, 1997, a Prospectus dated June 23, 1997 and Supplements thereto, the Partnership commenced a public offering of 25,000 units of limited partnership interest ("Units"), at a price of $1,000 per Unit. Since inception, the Partnership has received and accepted subscriptions for 20,500 Units in the amount of $20,456,595, net of dealer discounts of $16,100 and volume discounts of $27,305. Holders of Units are referred to herein as "Limited Partners."
Description of Business
The Partnership's principal business objective is to provide its Limited Partners with Low Income Housing Credits. The Partnership's principal business therefore consists of investing as a limited partner or non-managing member in Local Limited Partnerships each of which will own and operate a multi-family housing complex (the "Housing Complex") which will qualify for the Low Income Housing Credit. In general, under Section 42 of the Internal Revenue Code, an owner of low-income housing can receive the Low Income Housing Credit to be used to reduce Federal taxes otherwise due in each year of a ten-year period. In general, under Section 17058 of the California Revenue and Taxation Code, an owner of low-income housing can receive the Low Income Housing Credit to be used against California taxes otherwise due in each year of a four-year period. The Housing Complex is subject to a fifteen year compliance period (the "Compliance Period"), and under state law may have to be maintained as low income housing for 30 or more years.
In general, in order to avoid recapture of Low Income Housing Credits, the Partnership does not expect that it will dispose of its interests in Local Limited Partnerships ("Local Limited Partnership Interests") or approve the sale by any Local Limited Partnership of its Housing Complex prior to the end of the applicable Compliance Period. Because of (i) the nature of the Housing Complexes, (ii) the difficulty of predicting the resale market for low-income housing 15 or more years in the future, and (iii) the ability of government lenders to disapprove of transfer, it is not possible at this time to predict whether the liquidation of the Partnership's assets and the disposition of the proceeds, if any, in accordance with the Partnership's Agreement of Limited Partnership, as amended by the First Amendment thereto ("Partnership Agreement"), will be able to be accomplished promptly at the end of the 15-year period. If a Local Limited Partnership is unable to sell its Housing Complex, it is anticipated that the local general partner ("Local General Partner") will either continue to operate such Housing Complex or take such other actions as the Local General Partner believes to be in the best interest of the Local Limited Partnership. Notwithstanding the preceding, circumstances beyond the control of the General Partner may occur during the Compliance Period, which would require the Partnership to approve the disposition of a Housing Complex prior to the end thereof, possibly resulting in recapture of Low Income Housing Credits.
As of March 31, 2001, the Partnership had invested in fourteen Local Limited Partnerships. Each of these Local Limited Partnerships owns a Housing Complex that is or is expected to be eligible for the Federal Low Income Housing Credit, except for one Local Limited Partnership which owns three Housing Complexes. Certain Local Limited Partnerships may also benefit from government programs promoting low- or moderate-income housing.
The Partnership's investments in Local Limited Partnerships are subject to the risks incident to the management and ownership of low-income housing and to the management and ownership of multi-unit residential real estate. Some of these risks are that the Low Income Housing Credit could be recaptured and that neither the Partnership's investments nor the Housing Complexes owned by the Local Limited Partnerships will be readily marketable. To the extent the Housing Complexes receive government financing or operating subsidies, they may be subject to one or more of the following risks: difficulties in obtaining tenants for the Housing Complexes: difficulties in obtaining rent increases; limitations on cash distributions; limitations on sales or refinancing of Housing Complexes; limitations on transfers of Local Limited Partnership Interests: limitations on removal of Local General Partners; limitations on subsidy programs; and possible changes in applicable regulations. The Housing Complexes are or will be subject to mortgage indebtedness. If a Local Limited Partnership does not make its mortgage payments, the lender could foreclose resulting in a loss of the Housing Complex and Low Income Housing Credits. As a limited partner or non-managing member of the Local Limited Partnerships, the Partnership will have very limited rights with respect to management of the Local Limited Partnerships, and will rely totally on the general partners or managing members of the Local Limited Partnerships for management of the Local Limited Partnerships. The value of the Partnership's investments will be subject to changes in national and local economic conditions, including unemployment conditions, which could adversely impact vacancy levels, rental payment defaults and operating expenses. This, in turn, could substantially increase the risk of operating losses for the Housing Complexes and the Partnership. In addition, each Local Limited Partnership is subject to risks relating to environmental hazards and natural disasters which might be uninsurable. Because the Partnership's operations will depend on these and other factors beyond the control of the General Partner and the Local General Partners, there can be no assurance that the anticipated Low Income Housing Credits will be available to Limited Partners.
In addition, Limited Partners are subject to risks in that the rules governing the Low Income Housing Credit are complicated, and the use of credits can be limited. The only material benefit from an investment in Units may be the Low Income Housing Credits. There are limits in the transferability of Units, and it is unlikely that a market for Units will develop. All management decisions will be made by the General Partner.
As of March 31, 2001, two of the Housing Complexes were still under construction. The Housing Complexes were being developed by the respective Local General Partners who acquired the sites and applied for applicable mortgages and subsidies. During the year ended March 31, 2001, two additional Housing Complexes, owned by two Local Limited Partnerships, were acquired, of which neither were operating at the time of acquisition. The Partnership became the principal limited partner or non-managing member in these Local Limited Partnerships pursuant to arm's-length negotiations with the respective Local General Partners. As a limited partner or non-managing member, the Partnership's liability for obligations of each Local Limited Partnership is limited to its investment. The Local General Partners of each Local Limited Partnership retain responsibility for developing, constructing, maintaining, operating and managing the Housing Complex.
Item 2.
Item 2. Properties
Through its investments in Local Limited Partnerships, the Partnership holds limited partnership interests in the Housing Complexes. The following table reflects the status of the sixteen Housing Complexes in fourteen Local Limited Partnerships as of the dates and for the periods indicated:
Item 3.
Item 3. Legal Proceedings
NONE
Item 4.
Item 4. Submission of Matters to a Vote of Security Holders
NONE
PART II.
Item 5.
Item 5. Market for Registrant's Common Equity and Related Stockholder Matters
Item 5a.
(a) The Units are not traded on a public exchange but are being sold through a public offering. It is not anticipated that any public market will develop for the purchase and sale of any Unit and none exists. Units can be assigned only if certain requirements in the Partnership Agreement are satisfied.
(b) At March 31, 2001, there were 1,058 Limited Partners.
(c) The Partnership was not designed to provide cash distributions to Limited Partners in circumstances other than refinancing or disposition of its investments in Local Limited Partnerships. The Limited Partners received no Low Income Housing Credits in 1998.
(d) No unregistered securities were sold by the Partnership during the year ended March 31, 2001.
Item 6.
Item 6. Selected Financial Data
Selected Balance Sheet information for the Partnership is as follows:
Selected results of operations, cash flows and other information for the Partnership is as follows for the years ended March 31, 2001 and 2000, the three months ended March 31, 1999 and the period from August 20, 1998 (Date Operations Commenced) to December 31, 1998:
Item 7.
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations
Forward Looking Statements
With the exception of the discussion regarding historical information, "Management's Discussion and Analysis of Financial Condition and Results of Operations" and other discussions elsewhere in this Form 10-K contain forward looking statements. Such statements are based on current expectations subject to uncertainties and other factors which may involve known and unknown risks that could cause actual results of operations to differ materially from those projected or implied. Further, certain forward-looking statements are based upon assumptions about future events which may not prove to be accurate.
Risks and uncertainties inherent in forward looking statements include, but are not limited to, our future cash flows and ability to obtain sufficient financing, level of operating expenses, conditions in the low income housing tax credit property market and the economy in general, as well as legal proceedings. Historical results are not necessarily indicative of the operating results for any future period.
Subsequent written and oral forward looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by cautionary statements in this Form 10-K and in other reports we filed with the Securities and Exchange Commission. The following discussion should be read in conjunction with the Consolidated Financial Statements and the Notes thereto included elsewhere in this filing.
Financial Condition
The Partnership's assets at March 31, 2001 consisted primarily of $1,153,000 in cash, aggregate investments in fourteen Local Limited Partnerships of $15,440,000 and loans receivable of $50,000. Liabilities at March 31, 2001 primarily consisted of $238,000 of estimated future capital contributions to the Local Limited Partnerships and $23,000 of accrued fees and advances due to the General Partner and affiliates.
The Partnership offered Units for sale to the public until June 23, 1999, at which time total limited partner capital raised was $20,500,000.
Results of Operations
Year Ended March 31, 2001 Compared to Year Ended March 31, 2000. The Partnerships net loss for the year ended March 31, 2001 was $(853,000), reflecting an increase of $(345,000) from the net loss experienced for the year ended March 31, 2000 of $(508,000). The increase in net loss is due to an increase in the equity in losses of limited partnerships which increased by $(294,000) due the placement in service of two additional local limited partnerships and the maturity in the rent-up of the other twelve local limited partnerships and by a reduction in income of $104,000, offset by an increase in other operating expense of $33,000 and decrease in losses recognized from sale of securities in the prior year of $(86,000).
Year Ended March 31, 2000 Compared to Period Ended December 31, 1998. The Partnership commenced operations on August 20, 1998. As a result, there are no comparative results of operations or financial condition from prior periods to report. Net loss for the year ended March 31, 2000 was principally composed of equity in losses from the Local Limited Partnerships, operating expenses and interest income. Net income for the year ended December 31, 1998 was principally composed of equity in income from the Local Limited Partnerships, and nominal operating expenses and interest income. The two periods are not comparable as minimal operations occurred during 1998. As of March 31, 2000, three of the Local Limited Partnerships were under construction. During the year ended March 31, 2000, six additional Housing Complexes, owned by six Local Limited Partnerships, were acquired, of which three were operating at the time of acquisition. As of March 31, 1999, four of the Local Limited Partnerships acquired by March 31, 1999 were under going rehabilitation at March 31, 1999.
The Partnership recognized losses on sale of securities of approximately $(85,737) for the year ended March 31, 2000 as compared to $0 for the year ended December 31, 1998. The realized loss experienced from the sale of securities was the result of market fluctuations that reduced the values of certain tax-exempt investments by $(85,737). In order to avoid future losses, these investments were liquidated in October 1999. The cash generated from the sale of these investments was reinvested in tax-exempt, auction rate preferred instruments that are highly liquid and diversified securities backed by 200% collateral. Accordingly, losses from investing activities are not expected to recur in the future.
Cash Flows
Year Ended March 31, 2001 Compared to Year Ended March 31, 2000. The net decrease in cash during the year ended March 31, 2001 was $(3,349,000), compared to a net increase in cash for the year ended March 31, 2000 of $1,811,000. This change of $(5,160,000) was primarily due to a decrease in cash provided by financing activities of $8,476,000 as the Partnership completed its offering, offset by a decline in investing activities related to purchase of Limited Partnership interests of approximately $3,001,000.
Year Ended March 31, 2000 Compared to Period Ended December 31, 1998. Cash flows provided by operating activities for the year ended March 31, 2000 and the year ended December 31, 1998 included interest income from cash investments offset by miscellaneous costs of operations. For the year ended March 31, 2000, cash flows used in investing activities substantially consisted of capital contributions paid to Local Limited Partnerships of $5,784,000, capitalized acquisition fees and costs of $754,000, offset by loan receivable payment of $155,000. For the period ended December 31, 1998, cash used in investing activities consisted of $4,156,000 paid to Local Limited Partnerships, $50,000 extended in notes receivable and $493,000 of capitalized acquisition costs and fees. Cash flows provided by financing activities for the year ended March 31, 2000, primarily consisted of net proceeds from the sale of Units of $8,718,000 and the collection of $1,197,000 of subscriptions receivable, offset by $1,411,000 in offering costs. Cash flows provided by financing activities for the period ended December 31, 1998, primarily consisted of net proceeds from the sale of Units of $6,680,000 and offset by $1,031,000 of subscriptions receivable, and offset by $867,000 in offering costs and principal loans in the amount of $113,000.
The Partnership expects its future cash flows, together with its net available assets at March 31, 2001, to be sufficient to meet all future cash requirements.
Item 7A.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk
NOT APPLICABLE
Item 8.
Item 8. Financial Statements and Supplementary Data
REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS --------------------------------------------------
To the Partners WNC Housing Tax Credit Fund VI, L.P., Series 6
We have audited the accompanying balance sheets of WNC Housing Tax Credit Fund VI, L.P., Series 6 (a California Limited Partnership) (the "Partnership") as of March 31, 2001 and 2000, and the related statements of operations, partners' equity (deficit) and cash flows for the years ended March 31, 2001 and 2000, the three months ended March 31, 1999 and for the period August 20, 1998 (date operations commenced) through December 31, 1998. These financial statements are the responsibility of the Partnership's management. Our responsibility is to express an opinion on these financial statements based on our audits. A significant portion of the financial statements of the limited partnerships in which the Partnership is a limited partner were audited by other auditors whose reports have been furnished to us. As discussed in Note 3 to the financial statements, the Partnership accounts for its investments in limited partnerships using the equity method. The portion of the Partnership's investment in limited partnerships audited by other auditors represented 67% and 60% of the total assets of the Partnership at March 31, 2001 and 2000, respectively. Our opinion, insofar as it relates to the amounts included in the financial statements for the limited partnerships which were audited by others, is based solely on the reports of the other auditors.
We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits and the reports of the other auditors provide a reasonable basis for our opinion.
In our opinion, based on our audits and the reports of the other auditors, the financial statements referred to above present fairly, in all material respects, the financial position of WNC Housing Tax Credit Fund VI, L.P., Series 6 (a California Limited Partnership) as of March 31, 2001 and 2000, and the results of its operations and its cash flows for the years ended March 31, 2001 and 2000, the three months ended March 31, 1999 and the period August 20, 1998 (date operations commenced) through December 31, 1998, in conformity with accounting principles generally accepted in the United States of America.
/s/BDO SEIDMAN, LLP BDO SEIDMAN, LLP
Orange County, California July 31, 2001
WNC HOUSING TAX CREDIT FUND VI, L.P., SERIES 6 (A California Limited Partnership)
BALANCE SHEETS
See accompanying notes to financial statements
WNC HOUSING TAX CREDIT FUND VI, L.P., SERIES 6 (A California Limited Partnership)
STATEMENTS OF OPERATIONS
See accompanying notes to financial statements
WNC HOUSING TAX CREDIT FUND VI, L.P., SERIES 6 (A California Limited Partnership)
STATEMENTS OF PARTNERS' EQUITY (DEFICIT)
For The Years Ended March 31, 2001 and 2000, For The Three Months Ended March 31, 1999 and For The Period August 20, 1998 (Date Operations Commenced) Through December 31, 1998
See accompanying notes to financial statements
WNC HOUSING TAX CREDIT FUND VI, L.P., SERIES 6 (A California Limited Partnership) STATEMENTS OF CASH FLOWS
See accompanying notes to financial statements
WNC HOUSING TAX CREDIT FUND VI, L.P., SERIES 6 (A California Limited Partnership)
NOTES TO FINANCIAL STATEMENTS
For The Years Ended March 31, 2001 and 2000, For The Three Months Ended March 31, 1999 and For The Period August 20, 1998 (Date Operations Commenced) Through December 31, 1998
NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - -------------------------------------------------------------------- Organization - ------------ WNC Housing Tax Credit Fund VI, L.P., Series 6 (the "Partnership") was formed on March 3, 1997 under the laws of the State of California, and commenced operations on August 20, 1998. Prior to August 20, 1998, the Partnership was considered a development-stage enterprise. The Partnership was formed to invest primarily in other limited partnerships ("the Local Limited Partnerships") which own and operate multi-family housing complexes (the "Housing Complexes") that are eligible for low income housing tax credits. The local general partners (the "Local General Partners") of each Local Limited Partnership retain responsibility for developing, constructing, maintaining, operating and managing the Housing Complex.
The general partner is WNC & Associates, Inc. ("WNC" or the "General Partner"). Wilfred N. Cooper, Sr., through the Cooper Revocable Trust, owns 66.8% of the outstanding stock of WNC. John B. Lester, Jr. is the original limited partner of the Partnership and owns, through the Lester Family Trust, 28.6% of the outstanding stock of WNC. Wilfred N. Cooper, Jr., President of WNC, owns 2.1% of the outstanding stock of WNC.
The Partnership shall continue in full force and effect until December 31, 2052, unless terminated prior to that date, pursuant to the partnership agreement or law.
The financial statements include only activity relating to the business of the Partnership, and do not give effect to any assets that the partners may have outside of their interests in the Partnership, or to any obligations, including income taxes, of the partners.
The Partnership agreement authorized the sale of up to 25,000 units at $1,000 per Unit ("Units"). As of March 31, 2001 and 2000, 20,500 units, representing subscriptions in the amount of $20,456,595, net of discounts of $27,305 for volume purchases and dealer discounts of $16,100 had been accepted. As of March 31, 1999, 11,776 Units, representing subscriptions in the amount of $11,738,335, net of discounts of $ 27,305 for volume purchases and dealer discounts of $10,360, had been accepted. As of December 31, 1998, 6,944 Units representing subscriptions in the amount of $6,942,250, net of discounts of $1,750 for volume purchases, had been accepted. The General Partner has a 1% interest in operating profits and losses, taxable income and losses, cash available for distribution from the Partnership and tax credits of the Partnership. The limited partners will be allocated the remaining 99% of these items in proportion to their respective investments.
After the limited partners have received proceeds from a sale or refinancing equal to their capital contributions and their return on investment (as defined in the Partnership Agreement) and the General Partner has received proceeds equal to its capital contribution and a subordinated disposition fee (as described in Note 4) from the remainder, any additional sale or refinancing proceeds will be distributed 90% to the limited partners (in proportion to their respective investments) and 10% to the General Partner.
Changes in Reporting Year End - ----------------------------- In 1999, the Partnership elected to change it's year end for financial reporting purposes from December 31 to March 31. All financial information reflected in the financial statements and related footnotes has been adjusted for this change in year end except for the combined condensed financial information relating to the Local Limited Partnerships included in Note 3.
WNC HOUSING TAX CREDIT FUND VI, L.P., SERIES 6 (A California Limited Partnership)
NOTES TO FINANCIAL STATEMENTS - CONTINUED
For The Years Ended March 31, 2001 and 2000, For The Three Months Ended March 31, 1999 and For The Period August 20, 1998 (Date Operations Commenced) Through December 31, 1998
NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, continued - ------------------------------------------------------------------------------- Risks and Uncertainties - ----------------------- The Partnership's investments in Local Limited Partnerships are subject to the risks incident to the management and ownership of low-income housing and to the management and ownership of multi-unit residential real estate. Some of these risks are that the low income housing credit could be recaptured and that neither the Partnership's investments nor the Housing Complexes owned by the Local Limited Partnerships will be readily marketable. To the extent the Housing Complexes receive government financing or operating subsidies, they may be subject to one or more of the following risks: difficulties in obtaining tenants for the Housing Complexes; difficulties in obtaining rent increases; limitations on cash distributions; limitations on sales or refinancing of Housing Complexes; limitations on transfers of Local Limited Partnership Interests; limitations on removal of Local General Partners; limitations on subsidy programs; and possible changes in applicable regulations. The Housing Complexes are or will be subject to mortgage indebtedness. If a Local Limited Partnership does not make its mortgage payments, the lender could foreclose resulting in a loss of the Housing Complex and low income housing credits. As a limited partner of the Local Limited Partnerships, the Partnership will have very limited rights with respect to management of the Local Limited Partnerships, and will rely totally on the Local General Partners of the Local Limited Partnerships for management of the Local Limited Partnerships. The value of the Partnership's investments will be subject to changes in national and local economic conditions, including unemployment conditions, which could adversely impact vacancy levels, rental payment defaults and operating expenses. This, in turn, could substantially increase the risk of operating losses for the Housing Complexes and the Partnership. In addition, each Local Limited Partnership is subject to risks relating to environmental hazards and natural disasters which might be uninsurable. Because the Partnership's operations will depend on these and other factors beyond the control of the General Partner and the Local General Partners, there can be no assurance that the anticipated low income housing credits will be available to Limited Partners.
In addition, Limited Partners are subject to risks in that the rules governing the low income housing credit are complicated, and the use of credits can be limited. The only material benefit from an investment in Units may be the low income housing credits. There are limits on the transferability of Units, and it is unlikely that a market for Units will develop. All management decisions will be made by the General Partner.
Method of Accounting For Investments in Local Limited Partnerships - ------------------------------------------------------------------ The Partnership accounts for its investments in Limited Partnerships using the equity method of accounting, whereby the Partnership adjusts its investment balance for its share of the Local Limited Partnership's results of operations and for any distributions received. The accounting policies of the Local Limited Partnerships are consistent with the Partnership. Costs incurred by the Partnership in acquiring the investments are capitalized as part of the investment and amortized over 30 years (see Note 3).
Income from limited partnerships for the period August 20, 1998 (Date Operations Commenced) through December 31, 1998 has been recorded by the Partnership based on reported results provided by this Local Limited Partnerships. Income from limited partnerships for the three months ended March 31, 1999 has been estimated by management of the Partnership. Losses from Local Limited Partnerships for the years ended March 31, 2001 and 2000 have been recorded by the Partnership based on nine months of reported results provided by the Local Limited Partnerships and on three months of results estimated by management of the Partnership. Losses from Local Limited Partnerships allocated to the Partnership will not be recognized to the extent that the investment balance would be adjusted below zero.
WNC HOUSING TAX CREDIT FUND VI, L.P., SERIES 6 (A California Limited Partnership)
NOTES TO FINANCIAL STATEMENTS - CONTINUED
For The Years Ended March 31, 2001 and 2000, For The Three Months Ended March 31, 1999 and For The Period August 20, 1998 (Date Operations Commenced) Through December 31, 1998
NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, continued - ------------------------------------------------------------------------------- Offering Expenses - ----------------- Offering expenses consist of underwriting commissions, legal fees, printing, filing and recordation fees, and other costs incurred with the selling of limited partnership interests in the Partnership. The General Partner is obligated to pay all offering and organization costs in excess of 14.5% (including sales commissions) of the total offering proceeds. Offering expenses are reflected as a reduction of limited partners' capital and amounted to $2,817,761, $2,817,412, $1,478,935 and $866,796 as of March 31, 2001, 2000 and 1999 and December 31, 1998, respectively.
Use of Estimates - ---------------- The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could materially differ from those estimates.
Cash and Cash Equivalents - ------------------------- The Partnership considers all highly liquid investments with remaining maturities of three months or less when purchased to be cash equivalents. As of March 31, 2001 and 2000, the Partnership had cash equivalents of $815,000 and $3,150,000, respectively.
Concentration of Credit Risk - ---------------------------- At March 31, 2001, the Partnership maintained cash balances at a certain financial institution in excess of the federally insured maximum.
Net Income Per Limited Partner Unit - ----------------------------------- Net income per limited partnership unit is calculated pursuant to Statement of Financial Accounting Standards No. 128, Earnings Per Share. Net income per unit includes no dilution and is computed by dividing income available to limited partners by the weighted average number of units outstanding during the period. Calculation of diluted net income per unit is not required.
Reporting Comprehensive Income - ------------------------------ In June 1997, the FASB issued Statement of Financial Accounting Standards ("SFAS") No. 130, Reporting Comprehensive Income. This statement establishes standards for reporting the components of comprehensive income and requires that all items that are required to be recognized under accounting standards as components of comprehensive income be included in a financial statement that is displayed with the same prominence as other financial statements. Comprehensive income includes net income as well as certain items that are reported directly within a separate component of Partners' equity and bypass net income. The Partnership adopted the provisions of this statement in 1998. For the periods presented, the Partnership has no elements of other comprehensive income, as defined by SFAS No. 130.
WNC HOUSING TAX CREDIT FUND VI, L.P., SERIES 6 (A California Limited Partnership)
NOTES TO FINANCIAL STATEMENTS - CONTINUED
For The Years Ended March 31, 2001 and 2000, For The Three Months Ended March 31, 1999 and For The Period August 20, 1998 (Date Operations Commenced) Through December 31, 1998
NOTE 2 - LOANS RECEIVABLE - ------------------------- Loans receivable represent amounts loaned by the Partnership to certain Local Limited Partnerships in which the Partnership may invest. These loans are generally applied against the first capital contribution due if the Partnership ultimately invests in such entities. In the event that the Partnership does not invest in such entities, the loans are to be repaid with interest at a rate which is equal to the rate charged to the holder (11.5% and 8.5% at March 31, 2001 and 2000, respectively). A loan receivable with a balance of $154,878 at March 31, 2000 was due from one Local Limited Partnership, in which an interest was not acquired. During 2001 the amount was repaid in full. A loan receivable with a balance of $50,000 at March 31, 2001 is due from one Local Limited Partnership, in which an interest was not acquired.
NOTE 3 - INVESTMENTS IN LIMITED PARTNERSHIPS - -------------------------------------------- As of March 31, 2001 and 2000, the Partnership had acquired Limited Partnership interests in fourteen and twelve Local Limited Partnerships, respectively, each of which owns one Housing Complex, except for one Local Limited Partnership which owns three Housing Complexes, consisting of an aggregate of 588 and 514 apartment units, respectively. As of March 31, 2001, construction or rehabilitation of two of the Housing Complexes was still in process. The respective general partners of the Local Limited Partnerships manage the day to day operations of the entities. Significant Local Limited Partnership business decisions require approval from the Partnership. The Partnership, as a limited partner, is generally entitled to 99.9%, as specified in the Local Limited Partnership agreements, of the operating profits and losses, taxable income and losses and tax credits of the Local Limited Partnerships.
The Partnership's investment in Local Limited Partnerships as reflected in the balance sheets at March 31, 2001 and 2000 are approximately $1,493,000 and $3,661,000, respectively, greater than the Partnership's equity at the preceding December 31 as shown in the Local Limited Partnerships' combined financial statements presented below. This difference is primarily due to acquisition, selection, and other costs related to the acquisition of the investments which have been capitalized in the Partnership's investment account and capital contributions payable to the limited partnerships which were netted against partner capital in the Local Limited Partnership's financial statements (see Note 6). The Partnership's investment is also lower than the Partnership's equity as shown in the Local Limited Partnership's combined financial statements due to the estimated losses recorded by the Partnership for the three month period ended March 31.
Equity in losses of the Local Limited Partnerships is recognized in the financial statements until the related investment account is reduced to a zero balance. Losses incurred after the investment account is reduced to zero are not recognized. If the Local Limited Partnerships report net income in future years, the Partnership will resume applying the equity method only after its share of such net income equals the share of net losses not recognized during the period(s) the equity method was suspended.
Distributions received by limited partners are accounted for as a reduction of the investment balance. Distributions received after the investment has reached zero are recognized as income. As of March 31, 2001, no investment accounts in Local Limited Partnerships had reached a zero balance.
WNC HOUSING TAX CREDIT FUND VI, L.P., SERIES 6 (A California Limited Partnership)
NOTES TO FINANCIAL STATEMENTS - CONTINUED
For The Years Ended March 31, 2001 and 2000, For The Three Months Ended March 31, 1999 and For The Period August 20, 1998 (Date Operations Commenced) Through December 31, 1998
NOTE 3 - INVESTMENTS IN LIMITED PARTNERSHIPS, continued - ------------------------------------------------------- Following is a summary of the equity method activity of the investment in the Local Limited Partnerships for the periods presented:
The financial information from the individual financial statements of the Limited Partnerships include rental and interest subsidies. Rental subsidies are included in total revenues and interest subsidies are generally netted in interest expense. Approximate combined condensed financial information from the individual financial statements of the Local Limited Partnerships as of December 31 and for the years then ended is as follows:
COMBINED CONDENSED BALANCE SHEETS
WNC HOUSING TAX CREDIT FUND VI, L.P., SERIES 6 (A California Limited Partnership)
NOTES TO FINANCIAL STATEMENTS - CONTINUED
For The Years Ended March 31, 2001 and 2000, For The Three Months Ended March 31, 1999 and For The Period August 20, 1998 (Date Operations Commenced) Through December 31, 1998
NOTE 3 - INVESTMENTS IN LIMITED PARTNERSHIPS, continued - -------------------------------------------------------
COMBINED CONDENSED BALANCE SHEETS, Continued
COMBINED CONDENSED STATEMENTS OF OPERATIONS
WNC HOUSING TAX CREDIT FUND VI, L.P., SERIES 6 (A California Limited Partnership)
NOTES TO FINANCIAL STATEMENTS - CONTINUED
For The Years Ended March 31, 2001 and 2000, For The Three Months Ended March 31, 1999 and For The Period August 20, 1998 (Date Operations Commenced) Through December 31, 1998
NOTE 4 - RELATED PARTY TRANSACTIONS - ----------------------------------- Under the terms of the Partnership Agreement, the Partnership has paid or is obligated to the General Partner or its affiliates for the following items:
Acquisition fees of up to 7% of the gross proceeds from the sale of Units as compensation for services rendered in connection with the acquisition of Local Limited Partnerships. As of March 31, 2001 and 2000, the Partnership incurred acquisition fees of $1,435,000. Accumulated amortization of these capitalized costs was $98,038 and $50,202 for March 31, 2001 and 2000, respectively.
Reimbursement of costs incurred by an affiliate of the General Partner in connection with the acquisition of Local Limited Partnerships. These reimbursements have not exceeded 1.5% of the gross proceeds. As of March 31, 2001 and 2000, the Partnership incurred acquisition costs of $111,334, which have been included in investments in limited partnerships. Accumulated amortization was $7,388 and $3,676 as of March 31, 2001 and 2000, respectively.
An annual asset management fee not to exceed 0.2% of the Invested Assets (defined as the Partnership's capital contributions plus reserves of the Partnership of up to 5% of gross proceeds plus its allocable percentage of the mortgage debt encumbering the Housing Complexes) of the Local Limited Partnerships. Management fees of $58,310 and $54,064, were incurred during the year ended March 31, 2001 and 2000, respectively, $8,096 and $0 were incurred during the three months ended March 31, 1999 and the period ended December 31, 1998, respectively, of which $53,904 and $51,614, were paid during the years ended March 31, 2001 and 2000. No management fees were paid during the three months ended March 31, 1999 or the period ended December 31, 1998.
A subordinated disposition fee in an amount equal to 1% of the sales price of real estate sold. Payment of this fee is subordinated to the limited partners receiving a preferred return of 12% through December 31, 2008 and 6% thereafter (as defined in the Partnership Agreement) and is payable only if the General Partner or its affiliates render services in the sales effort.
The accrued fees and expenses due to the General Partner and affiliates consist of the following:
WNC HOUSING TAX CREDIT FUND VI, L.P., SERIES 6 (A California Limited Partnership)
NOTES TO FINANCIAL STATEMENTS - CONTINUED
For The Years Ended March 31, 2001 and 2000, For The Three Months Ended March 31, 1999 and For The Period August 20, 1998 (Date Operations Commenced) Through December 31, 1998
NOTE 5 - QUARTERLY RESULTS OF OPERATIONS (UNAUDITED) - ---------------------------------------------------- The following is a summary of the quarterly operations for the years ended March 31, 2001 and 2000 (in thousands, except for per share data).
WNC HOUSING TAX CREDIT FUND VI, L.P., SERIES 6 (A California Limited Partnership)
NOTES TO FINANCIAL STATEMENTS - CONTINUED
For The Years Ended March 31, 2001 and 2000, For The Three Months Ended March 31, 1999 and For The Period August 20, 1998 (Date Operations Commenced) Through December 31, 1998
NOTE 6 - PAYABLES TO LIMITED PARTNERSHIPS - ----------------------------------------- Payables to limited partnerships represent amounts which are due at various times based on conditions specified in the Local Limited Partnership agreements. These contributions are payable in installments and are generally due upon the limited partnerships achieving certain operating and development benchmarks (generally within two years of the Partnership's initial investment).
NOTE 7 - INCOME TAXES - --------------------- No provision for income taxes has been recorded in the accompanying financial statements as any liability for income taxes is the obligation of the partners of the Partnership.
NOTE 8 - SUBSCRIPTIONS AND NOTES RECEIVABLE - ------------------------------------------- During 1998, the Partnership had received subscriptions for 6,944 Units which included subscriptions receivable of $1,030,915, net of dealer discounts, and promissory notes receivable of $262,500. Limited partners who subscribed for ten or more units of Local Limited Partnerships interest ($10,000) could elect to pay 50% of the purchase price in cash upon subscription and the remaining 50% by the delivery of a promissory note payable, together with interest at the rate of 5.5% per annum, due no later than 13 months after the subscription date. Subscriptions and notes receivable collected subsequent to year-end are recorded as a capital contribution and an asset in the accompanying financial statements. Any unpaid balance is reflected as a reduction of partners' equity in the accompanying financial statements.
During the three month period ending March 31, 1999, the Partnership received subscriptions for 4,832 Units which included subscriptions receivable of $703,375, net of dealer discounts, and promissory notes receivable of $231,500, all which was collected during the year ended March 31, 2000. In 1998, the Partnership had received promissory notes of $262,500 related to the sale of Units, of which $185,000 was collected subsequent to March 31, 1999.
From April 1, 1999 through June 23, 1999, the date of closing the fund, the Partnership received subscriptions for an additional 8,724 Units, for which it has received net cash totaling $8,718,260. Notes receivable totaling $5,000 remain outstanding as of March 31, 2000. Such notes were collected in full during 2001.
NOTE 9 - LOSS FROM SALE OF SECURITIES - ------------------------------------- The $(85,727) realized loss experienced in fiscal 2000 from the sale of securities was the result of market fluctuations that reduced the values of certain tax-exempt investments by $85,727. In order to avoid future losses, these investments were liquidated in October 1999. The cash generated from the sale of these investments was reinvested in tax-exempt, auction rate preferred instruments that are highly liquid and diversified securities backed by 200% collateral.
Item 9.
Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure
NOT APPLICABLE
PART III.
Item 10.
Item 10. Directors and Executive Officers of the Registrant
The Partnership has no directors or executive officers of its own. The following biographical information is presented for the directors and executive officers of Associates which has principal responsibility for the Partnership's affairs.
Directors and Executive Officers of WNC & Associates, Inc.
The directors of WNC & Associates, Inc. are Wilfred N. Cooper, Sr., who serves as Chairman of the Board, John B. Lester, Jr., David N. Shafer, Wilfred N. Cooper, Jr. and Kay L. Cooper. The principal shareholders of WNC & Associates, Inc. are trusts established by Wilfred N. Cooper, Sr. and John B. Lester, Jr.
Wilfred N. Cooper, Sr., age 70, is the founder, Chief Executive Officer and a Director of WNC & Associates, Inc., a Director of WNC Capital Corporation, and a general partner in some of the programs previously sponsored by the Sponsor. Mr. Cooper has been involved in real estate investment and acquisition activities since 1968. Previously, during 1970 and 1971, he was founder and principal of Creative Equity Development Corporation, a predecessor of WNC & Associates, Inc., and of Creative Equity Corporation, a real estate investment firm. For 12 years prior to that, Mr. Cooper was employed by Rockwell International Corporation, last serving as its manager of housing and urban developments where he had responsibility for factory-built housing evaluation and project management in urban planning and development. Mr. Cooper is a Director of the National Association of Home Builders (NAHB) and a National Trustee for NAHB's Political Action Committee, a Director of the National Housing Conference (NHC) and a member of NHC's Executive Committee and a Director of the National Multi-Housing Council (NMHC). Mr. Cooper graduated from Pomona College in 1956 with a Bachelor of Arts degree.
John B. Lester, Jr., age 67, is Vice-Chairman, a Director, member of the Acquisition Committee of WNC & Associates, Inc., and a Director of WNC Capital Corporation. Mr. Lester has 27 years of experience in engineering and construction and has been involved in real estate investment and acquisition activities since 1986 when he joined the Sponsor. Previously, he was Chairman of the Board and Vice President or President of E & L Associates, Inc., a provider of engineering and construction services to the oil refinery and petrochemical industries which he co-founded in 1973. Mr. Lester graduated from the University of Southern California in 1956 with a Bachelor of Science degree in Mechanical Engineering.
Wilfred N. Cooper, Jr., age 38, is President, Chief Operating Officer, a Director, Secretary and a member of the Acquisition Committee of WNC & Associates, Inc. He is President of, and a registered principal with, WNC Capital Corporation, a member firm of the NASD, and is a Director of WNC Management, Inc. He has been involved in investment and acquisition activities with respect to real estate since he joined the Sponsor in 1988. Prior to this, he served as Government Affairs Assistant with Honda North America in Washington, D.C. Mr. Cooper is a member of the Advisory Board for LIHC Monthly Report, a Director of NMHC and an Alternate Director of NAHB. He graduated from The American University in 1985 with a Bachelor of Arts degree.
David N. Shafer, age 49, is Executive Vice President, a Director, General Counsel, and a member of the Acquisition Committee of WNC & Associates, Inc., and a Director and Secretary of WNC Management, Inc. Mr. Shafer has been involved in real estate investment and acquisition activities since 1984. Prior to joining the Sponsor in 1990, he was practicing law with a specialty in real estate and taxation. Mr. Shafer is a Director and President of the California Council of Affordable Housing and a member of the State Bar of California. Mr. Shafer graduated from the University of California at Santa Barbara in 1978 with a Bachelor of Arts degree, from the New England School of Law in 1983 with a Juris Doctor degree (cum laude) and from the University of San Diego in 1986 with a Master of Law degree in Taxation.
Thomas J. Riha, age 46, became Chief Financial Officer effective January 2001. Prior to his appointment as Chief Financial Officer he was Vice President - Asset Management and a member of the Acquisition Committee of WNC & Associates, Inc. and a Director and Chief Executive Officer of WNC Management, Inc. Mr. Riha has been involved in acquisition and investment activities with respect to real estate since 1979. Prior to joining the Sponsor in 1994, Mr. Riha was employed by Trust Realty Advisor, a real estate acquisition and management company, last serving as Vice President - Operations. Mr. Riha graduated from the California State University, Fullerton in 1977 with a Bachelor of Arts degree (cum laude) in Business Administration with a concentration in Accounting and is a Certified Public Accountant and a member of the American Institute of Certified Public Accountants.
Sy P. Garban, age 55, is Vice President - National Sales of WNC & Associates, Inc. and has been employed by the Sponsor since 1989. Mr. Garban has been involved in real estate investment activities since 1978. Prior to joining the Sponsor he served as Executive Vice President of MRW, Inc., a real estate development and management firm. Mr. Garban is a member of the International Association of Financial Planners. He graduated from Michigan State University in 1967 with a Bachelor of Science degree in Business Administration.
N. Paul Buckland, age 38, is Vice President - Acquisitions and a member of the Acquisition Committee of WNC & Associates, Inc. He has been involved in real estate acquisitions and investments since 1986 and has been employed with WNC & Associates, Inc. since 1994. Prior to that, he served on the development team of the Bixby Ranch which constructed apartment units and Class A office space in California and neighboring states, and as a land acquisition coordinator with Lincoln Property Company where he identified and analyzed multi-family developments. Mr. Buckland graduated from California State University, Fullerton in 1992 with a Bachelor of Science degree in Business Finance.
David Turek, age 46, is Vice President - Originations of WNC & Associates, Inc. He has been involved with real estate investment and finance activities since 1976 and has been employed by WNC & Associates, Inc. since 1996. From 1995 to 1996, Mr. Turek served as a consultant for a national Tax Credit sponsor where he was responsible for on-site feasibility studies and due diligence analyses of Tax Credit properties. From 1990 to 1995, he was involved in the development of conventional and tax credit multi-family housing. He is a Director with the Texas Council for Affordable Rural Housing and graduated from Southern Methodist University in 1976 with a Bachelor of Business Administration degree.
Kay L. Cooper, age 64, is a Director of WNC & Associates, Inc. Mrs. Cooper was the founder and sole proprietor of Agate 108, a manufacturer and retailer of home accessory products, from 1975 until 1998. She is the wife of Wilfred N. Cooper, Sr., the mother of Wilfred N. Cooper, Jr. and the sister of John B. Lester, Jr. Ms. Cooper graduated from the University of Southern California in 1958 with a Bachelor of Science degree.
Item 11.
Item 11. Executive Compensation
The Partnership has no officers, employees, or directors. However, under the terms of the Partnership Agreement the Partnership is obligated to the General Partner or its affiliates for the following fees:
(a) Organization and Offering Expenses. The Partnership accrued or paid to the General Partner or its affiliates as of March 31, 2001, 2000 and 1999 and December 31, 1998 approximately $2,817,761, $2,817,412, $1,478,935 and $866,796, respectively, for selling commissions and other fees and expenses of the Partnership's offering of Units. Of the total accrued or paid, approximately $2,202,760, $2,202,411, $1,125,655 and $675,500 as of March 31, 2000, 1999, and December 31, 1998, respectively, was paid or to be paid to unaffiliated persons participating in the Partnership's offering or rendering other services in connection with the Partnership's offering.
(b) Acquisition Fees. Acquisition fees in an amount equal to 7.0% of the gross proceeds of the Partnership's offering ("Gross Proceeds") allocable to each of Local Limited Partnerships. As of March 31, 2001 and 2000, the aggregate amount of acquisition fees paid or accrued was approximately $1,435,000. As of December 31, 1999 and 1998, the aggregate amount of acquisition fees paid or accrued was approximately $789,740 and $464,555, respectively.
(c) Acquisition Expense. The Partnership accrued to or paid to the General Partner or its affiliates for acquisition expense expended by such persons on behalf of the Partnership of approximately $111,334, $111,334, $51,848 and $28,772 as of March 31, 2001, 2000, 1999, and December 31, 1998, respectively. The limit on this reimbursement is 1.5% of Gross Proceeds.
(d) Annual Asset Management Fee. An annual asset management fee in an amount equal to 0.2% of the Invested Assets. "Invested Assets" means the sum of the Partnership's Investment in Local Limited Partnerships and the Partnership's allocable share of mortgage loans on and other debts related to the Housing Complexes owned by such Local Limited Partnerships. Fees of $58,310, $54,064, $8,096 and $0 were incurred during the years ended March 31, 2001 and 2000, the three months ended March 31, 1999 and the period ended December 31, 1998, respectively, of which $53,904 and $51,614 was paid for the years ended March 31, 2001 and 2000. No management fees were paid during the three months ended March 31, 1999 or the period ended December 31, 1998.
(e) Subordinated Disposition Fee. A subordinated disposition fee in an amount equal to 1% of the sale price received in connection with the sale or disposition of a Housing Complex. Subordinated disposition fees will be subordinated to the prior return of the Limited Partners' capital contributions and payment of the Return on Investment to the Limited Partners. "Return on Investment" means an annual, cumulative but not compounded, "return" to the Limited Partners (including Low Income Housing Credits) as a class on their adjusted capital contributions commencing for each Limited Partner on the last day of the calendar quarter during which the Limited Partner's capital contribution is received by the Partnership, calculated at the following rates: (i) 12% through December 31, 2008, and (ii) 6% for the balance of the Partnerships term. No disposition fees have been paid.
(f) Operating Expenses. The Partnership reimbursed the General Partner or its affiliates for operating expenses of approximately $46,000, $17,000, $1,000 and $3,000 during the years ended March 31, 2001 and 2000, the three months ended March 31, 1999 and the period ended December 31, 1998, respectively.
(g) Interest in Partnership. The General Partner will receive 1% of the Partnership's allocated Low Income Housing Credits. No Low Income Housing Credits have been allocated. The General Partner is also entitled to receive 1% of cash distributions. There have been no distributions of cash to the General Partner.
Item 12.
Item 12. Security Ownership of Certain Beneficial Owners and Management
(a) Security Ownership of Certain Beneficial Owners -----------------------------------------------
No person is known to own beneficially in excess of 5% of the outstanding units.
(b) Security Ownership of Management
Neither the General Partner, its affiliates, nor any of the officers or directors of the General Partner or its affiliates own directly or beneficially any Units in the Partnership.
(c) Changes in Control
The management and control of the General Partner may be changed at any time in accordance with its organizational documents, without the consent or approval of the Limited Partners. In addition, the Partnership Agreement provides for the admission of one or more additional and successor General Partners in certain circumstances.
First, with the consent of any other General Partners and a majority-in-interest of the Limited Partners, any General Partner may designate one or more persons to be successor or additional General Partners. In addition, any General Partner may, without the consent of any other General Partner or the Limited Partners, (i) substitute in its stead as General Partner any entity which has, by merger, consolidation or otherwise, acquired substantially all of its assets, stock or other evidence of equity interest and continued its business, or (ii) cause to be admitted to the Partnership an additional General Partner or Partners if it deems such admission to be necessary or desirable so that the Partnership will be classified a partnership for Federal income tax purposes. Finally, a majority-in-interest of the Limited Partners may at any time remove the General Partner of the Partnership and elect a successor General Partner.
Item 13.
Item 13. Certain Relationships and Related Transactions
The General Partner manages all of the Partnership's affairs. The transactions with the General Partner are primarily in the form of fees paid by the Partnership for services rendered to the Partnership and the General Partner's interest in the Partnership, as discussed in Item 11 and in the notes to the Partnership's financial statements.
PART IV.
Item 14.
Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K
(a)(1) Financial statements included in Part II hereof: - -----------------------------------------------
Report of Independent Certified Public Accountants Balance Sheets, March 31, 2001 and 2000 Statements of Operations for the years ended March 31, 2001 and 2000, the three months ended March 31, 1999 and the period August 20, 1998 (date operations commenced) through December 31, 1998 Statements of Partners' Equity for the years ended March 31, 2001 and 2000, the three months ended March 31, 1999 and the period August 20, 1998 (date operations commenced) through December 31, 1998 Statements of Cash Flows for the years ended March 31, 2001 and 2000, the three months ended March 31, 1999 and the period August 20, 1998 (date operations commenced) through December 31, 1998 Notes to Financial Statements
(a)(2) Financial statement schedules included in Part IV hereof: -------------------------------------------------------------------------
Report of Independent Certified Public Accountants on Financial Statement Schedules Schedule III, Real Estate Owned by Local Limited Partnerships
(b) Reports on form 8-K ------------------- NONE
(c) Exhibits. -------- 3.1 Agreement of Limited Partnership dated as of March 3, 1997, filed as Exhibit 3.1 to Post-Effective Amendment No. 1 to the Registration Statement, is hereby incorporated herein as Exhibit 3.1.
3.2 First Amendment to Agreement of Limited Partnership dated as of August 29, 1997 filed as Exhibit 3.2 to Post-Effective Amendment No. 6 to registration Statement, is hereby incorporated herein as Exhibit 3.2.
10.1 Amended and Restated Agreement of Limited Partnership of Trenton Village Apts., L.P. filed as exhibit 10.1 to the current report on Form 8-K dated August 11, 1998, is herein incorporated by reference herein as Exhibit 10.1.
10.2 Second Amended and Restated Agreement of Limited Partnership of United Development Co., L.P.-97.0. filed as Exhibit 10.1 to the amendment to the current report on Form 8-K/A dated September 22, 1998, is herein incorporated herein by reference as Exhibit 10.2.
10.3 First Amendment to the Amended and Restated Agreement of Limited Partnership of United Development Co., L.P. -97.0 filed as Exhibit 10.2 to the amendment to the current report on Form 8-K/A dated September 22, 1998 is hereby incorporated herein by reference as Exhibit 10.3.
10.4 Amended and Restated Agreement of Limited Partnership of Desloge Associates I, L.P. filed as Exhibit 10.1 to the current report on Form 8-K dated December 11, 1998, is herein incorporated by reference herein as Exhibit 10.4.
10.5 Amended and Restated Agreement of Limited Partnership of Brighton Ridge Apartments, L.P. filed as Exhibit 10.1 to the amendment to the current report on Form 8/KA dated December 28, 1998, is herein incorporated by reference as Exhibit 10.5.
10.6 Amended and Restated Agreement of Limited Partnership of Preservation Partners I Limited Partnership filed as Exhibit 10.1 to the current report on Form 8-K dated January 29, 1999, is herein incorporated by reference as Exhibit 10.6.
10.7 Second Amendment to the Amended and Restated Agreement of Limited Partnership of Brighton Ridge Apartments, L.P. filed as Exhibit 10.3 to the amendment to the current report on Form 8K/A dated December 28, 1998, is hereby incorporated by reference herein as Exhibit 10.7.
10.8 Amended and Restated Agreement of Limited Partnership of Ottawa I Limited Partnership filed as Exhibit 10.2 to the current report on Form 8-K dated January 29, 1999, is herein incorporated by reference as Exhibit 10.8.
10.9 Amended and Restated Agreement of Limited Partnership of Summer Wood, Ltd. Filed as Exhibit 10.1 to the current report on Form 8-K dated May 7, 1999, is herein incorporated by reference as Exhibit 10.9.
10.10 Amended and Restated Agreement of Limited Partnership of West Mobile County Housing Ltd filed as Exhibit 10.1 to the current report on Form 8-K dated July 16, 1999, is herein incorporated by reference as Exhibit 10.10.
10.11 Amended and Restated Agreement of Limited Partnership of Cotton Mill Elderly Living Center, L.P. filed as Exhibit 10.11 to the current report Form 10-K dated August 10, 2000, is herein incorporated by reference as Exhibit 10.11.
10.12 Amended and Restated Agreement of Limited Partnership of Country Club Investors, L.P. filed as Exhibit 10.12 to the current report Form 10-K dated August 10, 2000, is herein incorporated by reference as Exhibit 10.12.
10.13 Amended and Restated Agreement of Limited Partnership of Kechel Tower L.P. filed as Exhibit 10.13 to the current report Form 10-K dated August 10, 2000, is herein incorporated by reference as Exhibit 10.13.
10.14 Amended and Restated Agreement of Limited Partnership of St. Susanne Associates I, L.P. filed as Exhibit 10.14 to the current report Form 10-K dated August 10, 2000, is herein incorporated by reference as Exhibit 10.14.
10.15 Amended and Restated Agreement of Limited Partnership of Boonville Associates I, L.P. filed as Exhibit 10.15 to the current report Form 10-K dated July 31, 2001, is herein incorporated by reference as Exhibit 10.15.
10.16 Amended and Restated Agreement of Limited Partnership of Wagner Partnership 99 Limited Partnership filed as Exhibit 10.16 to the current report Form 10-K dated July 31, 2001, is herein incorporated by reference as Exhibit 10.16.
(d) Financial statement schedules follow as set forth in subsection (a)(2) ------------------------------------------------------------------------- hereof. -------
Report of Independent Certified Public Accountants on Financial Statement Schedules
To the Partners WNC Housing Tax Credit Fund VI, L.P., Series 6
The audits referred to in our report dated July 31, 2001, relating to the 2001, 2000, 1999 and 1998 financial statements of WNC Housing Tax Credit Fund VI, L.P., Series 6 (the "Partnership"), which are contained in Item 8 of this Form 10-K, included the audit of the accompanying financial statement schedules. The financial statement schedules are the responsibility of the Partnership's management. Our responsibility is to express an opinion on these financial statement schedules based upon our audits.
In our opinion, such financial statement schedules present fairly, in all material respects, the information set forth therein.
/S/BDO SEIDMAN, LLP BDO SEIDMAN, LLP
Orange County, California July 31, 2001
WNC Housing Tax Credit Fund VI, L.P. Series 6 Schedule III Real Estate Owned by Local Limited Partnerships March 31, 2001
WNC Housing Tax Credit Fund VI, L.P. Series 6 Schedule III Real Estate Owned by Local Limited Partnerships March 31, 2001
WNC Housing Tax Credit Fund VI, L.P. Series 6 Schedule III Real Estate Owned by Local Limited Partnerships March 31, 2001
WNC Housing Tax Credit Fund VI, L.P. Series 6 Schedule III Real Estate Owned by Local Limited Partnerships March 31, 2000
WNC Housing Tax Credit Fund VI, L.P. Series 6 Schedule III Real Estate Owned by Local Limited Partnerships March 31, 2000
WNC Housing Tax Credit Fund VI, L.P. Series 6 Schedule III Real Estate Owned by Local Limited Partnerships March 31, 1999
WNC Housing Tax Credit Fund VI, L.P. Series 6 Schedule III Real Estate Owned by Local Limited Partnerships March 31, 1999
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
WNC HOUSING TAX CREDIT FUND VI, L.P., Series 6
By: WNC & Associates, Inc. General Partner
By: /s/ Wilfred N. Cooper, Sr. -------------------------- Wilfred N. Cooper, Sr., President - Chairman and Chief Executive Officer of WNC & Associates, Inc.
Date: August 16, 2001
By: /s/ Thomas J. Riha ------------------ Thomas J. Riha, Vice-President - Chief Financial Officer of WNC & Associates, Inc.
Date: August 16, 2001
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
By /s/ Wilfred N. Cooper, Jr. -------------------------- Wilfred N. Cooper, Jr., President and Director of WNC & Associates, Inc.
Date: August 16, 2001
By: /s/ John B. Lester, Jr. ----------------------- John B. Lester, Jr., Director of WNC & Associates, Inc.
Date: August 16, 2001
By: /s/ David N. Shafer ------------------- David N Shafer, Director of WNC & Associates, Inc.
Date: August 16, 2001