SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
AMENDMENT NO. 1 TO
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):May 31, 1998
WNC HOUSING TAX CREDIT FUND VI, L.P., SERIES 5
(Exact name of registrant as specified in its charter)
California 333-24111 33-0745418
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
3158 Redhill Avenue, Suite 120, Costa Mesa, California 92626
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (714) 662-5565
N/A
Former name or former address, if changed since last report)
<PAGE>
Item 7. Financial Statements and Exhibits
a. Financial Statements of Businesses Acquired.
Pursuant to Rule 3-14(a)(1) of Regulation S-X, certain audited
statements are required to be presented for the Local Limited
Partnerships. The Fund Manager is not aware of any material
factors relating to these Local Limited Partnerships which
would cause the audited financial statements listed below not
to be necessarily indicative of future operating results. The
financial statements are as follows:
Hillcrest Apartments
Independent Auditor's Report
Summary of Historical Information Relating to
Operating Revenue and Specified Expenses-
Year Ended December 31, 1997
Notes to Historical Summary
Concord Apartments
Independent Auditor's Report
Summary of Historical Information Relating to
Operating Revenue and Specified Expenses-
Year Ended December 31, 1997
Notes to Historical Summary
b. Proforma Financial Information
Proforma Balance Sheet, March 31, 1998 (Unaudited)
Proforma Statement of Operations for the Three Months
Ended March 31, 1998 (Unaudited)
Notes to Proforma Financial Statements
c. Exhibits
To be filed upon availability
2
<PAGE>
INDEPENDENT AUDITOR'S REPORT
To WNC & Associates, Inc.
Costa Mesa, California
We have audited the accompanying Summary of Historical Information Relating to
Operating Revenue and Specified Expenses of the Hillcrest Apartments Project
(Historical Summary) for the year ended December 31, 1997. This Historical
Summary is the responsibility of the Project's management. Our responsibility is
to express an opinion on this Historical Summary based on our audit.
We conducted our audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the Historical Summary is free of material misstatement.
An audit includes examining, on a test basis, evidence supporting the amounts
and disclosures in the Historical Summary. An audit also includes assessing the
accounting principles used and significant estimates made by management, as well
as evaluating the overall presentation of the Historical Summary. We believe
that our audit provides a reasonable basis for our opinion.
The accompanying Historical Summary was prepared as described in Note 1 and is
not intended to be a compete presentation of the Project's revenue and expenses.
In our opinion, the Historical Summary referred to above presents fairly, in all
material respects, the operating revenue and specified expenses described in
Note 1 of the Hillcrest Apartments Project for the year ended December 31, 1997
in conformity with generally accepted accounting principles.
/s/ McGladry & Pullen, LLP
Des Moines, Iowa
April 19, 1998
FS-1
<PAGE>
HILLCREST APARTMENTS PROJECT
SUMMARY OF HISTORICAL INFORMATION RELATING TO OPERATING
REVENUE AND SPECIFIED EXPENSES
Year Ended December 31, 1997
- -------------------------------------------------------------------------------
Operating revenue:
Rent income $ 95,657
Other income 1,114
-----------
96,771
Specified operating expenses:
Manager salaries and related payroll taxes $ 8,845
Real estate taxes 36,891
Insurance 2,911
Advertising 896
Management fees (Note 2) 6,470
Office 764
Utilities 8,709
Repair and maintenance 897
Other 9,679 76,062
------------ -----------
Excess of operating revenue over
specified expenses $ 20,709
===========
See Notes to Historical Summary.
FS-2
<PAGE>
Note 1. Nature of Business and Significant Accounting Policies
Nature of business: The apartments consist of 32 units in Marshalltown, Iowa.
All rental property is rented under leases with terms of one year of less. The
apartments qualify for an allocation of affordable housing tax credits under
Section 42 of the Internal Revenue Code of 1986 as amended.
Significant accounting policies:
Basis of presentation: The Historical Summary presents operating revenues,
which consist of rent and other income, and specified operating expenses.
These specified operating expenses include manager salaries and related
payroll taxes, real estate taxes, insurance, advertising, management fees,
office, utilities, repair and maintenance and other operating expenses. The
Historical Summary is not intended to be a complete presentation of the
Project's revenue and expenses.
Estimates and assumptions: The preparation of the Historical Summary in
conformity with generally accepted accounting principles requires management
to make estimates and assumptions that affect the reported amounts of
operating revenues and specified expenses during the reporting period. Actual
results could differ from those estimates.
Note 1. Management Agreement
At December 31, 1997 the apartments are under a management agreement with
National Management Corporation ending on July 1, 1998 or at the time the
property is sold, if sooner. The management services fee is based on 5% of the
approved market rent for all occupied units, with a minimum fee of $21 per
occupied unit per month.
FS-3
<PAGE>
Report of Independent Certified Public Accountants
To WNC & Associates, Inc.
Costa Mesa, California
We have audited the accompanying Summary of Historical Information Relating to
Operating Revenue and Specified Expenses of the Studio Concord Apartments
(Historical Summary) for the year ended December 31, 1997. This Historical
Summary is the responsibility of Studio Concord Apartment's management. Our
responsibility is to express an opinion on this Historical Summary based on our
audit.
We conducted our audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the Historical Summary is free of material misstatement.
An audit includes examining, on a test basis, evidence supporting the amounts
and disclosures in the Historical Summary. An audit also includes assessing the
accounting principles used and significant estimates made by management, as well
as evaluating the overall presentation of the Historical Summary. We believe
that our audit provides a reasonable basis for our opinion.
The accompanying Historical Summary was prepared as described in Note 1 and is
not intended to be a complete presentation of Studio Concord Apartment's revenue
and expenses.
In our opinion, the Historical Summary referred to above presents fairly, in all
material respects, the operating revenue and specified expenses described in
Note 1 of the Studio Concord Apartments for the year ended December 31, 1997 in
conformity with generally accepted accounting principles.
Miami, Florida
June 11, 1998
FS-4
<PAGE>
Studio Concord Apartments
Summary of Historical Information Relating to
Operating Revenue and Specified Expenses
Year ended December 31, 1997
- -------------------------------------------------------------------------------
Operating revenue:
Rent income $ 87,170
Other income 7,404
---------
94,574
Specified operating expenses:
Manager salaries and related payroll taxes $ 14,299
Real estate taxes 7,362
Insurance 5,599
Management fees (Note 2) 11,850
Utilities 3,948
Repairs and maintenance 11,458
Other 7,990 62,506
--------------- ----------
Excess of operating revenue over specified expenses $ 32,068
----------
See accompanying report of independent certified public accountants and
notes to Historical Summary.
FS-5
<PAGE>
Studio Concord Apartments
Notes to Historical Summary
1. Nature of Business and Nature of Business
Significant Accounting
Policies The apartment project consists of 26 units in
Orlando, Florida. The units are rented under
leases with terms of one year. The apartments
qualify for an allocation of affordable
housing tax credits under Section 42 of the
Internal Revenue Code of 1986, as amended.
Significant Accounting Policies
Basis of presentation - the Historical Summary
presents operating revenues, which consist of
rent and other income, and specified operating
expenses. The specified operating expenses
include manager salaries and related payroll
taxes, real estate taxes, insurance,
management fees, utilities, repairs and
maintenance and other operating expenses. The
Historical Summary excludes interest and
depreciation. Accordingly, the Historical
Summary is not intended to be a complete
presentation of Studio Concord Apartment's
revenue and expenses.
Estimates and assumptions - the preparation of
the Historical Summary in conformity with
generally accepted accounting principles
requires management to make estimates and
assumptions that affect the reported amounts
of operating revenues and specified expenses
during the reporting period. Actual results
could differ from those estimates.
2. Management Agreement At December 31, 1997 the apartments are under
a management agreement with Professional
Management, Inc. The management services
fee is equal to the greater of $950 per
month or 10% of monthly gross receipts from
the operation of the premises.
FS-6
<PAGE>
WNC HOUSING TAX CREDIT FUND VI, L.P., Series 5
(A California Limited Partnership)
PROFORMA BALANCE SHEET
March 31, 1998
ASSETS
Historical Proforma Proforma
Balance Adjustments Balance
Cash and cash equivalents $7,612,155 $4,747,360
(389,410)
(126,480) $11,843,625
Subscriptions receivable 597,350 126,480 723,830
Loans receivable 360,194 (260,194) 100,000
Investment in limited partnerships 6,756,695 4,351,791
389,410 11,497,896
Other assets 24,552 0 24,552
------ --------- ----------
$15,350,946 $8,838,957 $24,189,903
=========== ========= ===========
LIABILITIES AND PARTNERS' CAPITAL
LIABILITIES:
Payables to limited partnerships $1,836,775 $4,351,791
(260,194) $5,928,372
Accrued fees and expenses due to
general partner and affiliates 564,249 0 564,249
------- ---------- -------
2,401,024 4,091,597 6,492,621
--------- --------- ---------
PARTNERS' EQUITY
General partner (18,619) (8,156) (26,775)
Limited partners 12,968,541 4,755,516 17,724,057
---------- --------- ----------
Total partners' equity 12,949,922 4,747,360 17,697,282
----------- --------- ----------
$15,350,946 $8,838,957 $24,189,903
=========== ========= ==========
-Unaudited-
See Accompanying Notes to Proforma Financial Statements
FS-7
<PAGE>
WNC HOUSING TAX CREDIT FUND VI, L.P., SERIES 5
(A California Limited Partnership)
PROFORMA STATEMENT OF OPERATIONS
For the Three Months ended March 31, 1998
Historical Proforma Proforma
Balance Adjustments Balance
Interest income $ 52,896 $ 52,896
---------- ---------
Operating expenses:
Amortization 6,764 6,764
Asset management fees 872 872
Other 60 60
----- -----
Total operating expense 7,696 7,696
----- -----
Income from operations 45,200 45,200
Equity in loss of limited
partnerships (13,585) (35,200) (48,785)
------- ------- -------
Net income (loss) $ 31,615 $ (35,200) $ (3,585)
========= ======== =======
Unaudited
See Accompanying Notes to Proforma Financial Statements
FS-8
<PAGE>
WNC HOUSING TAX CREDIT FUND VI, L.P., SERIES 5
(A California Limited Partnership)
NOTES TO PROFORMA FINANCIAL STATEMENTS
NOTE 1 - GENERAL
The information contained in the following notes to the proforma financial
statements is condensed from that which appears in the financial statements.
Accordingly, these proforma financial statements should be reviewed in
conjunction with the financial statements and related notes thereto contained in
the WNC Housing Tax Credit Fund VI, L.P., Series 5 financial statements dated
March 31, 1998. WNC Housing Tax Credit Fund VI, L.P., Series 5 is referred to in
these notes as the "Partnership."
NOTE 2 - INTRODUCTION TO PROFORMA ADJUSTMENTS
As of March 31, 1998, the Partnership was admitted as majority limited partner
in five limited partnerships (Chillicothe Plaza Apartments, L.P., El Reno
Housing Associates Limited Partnership, Hughes Villa Limited Partnership, Mark
Twain Senior Community Limited Partnership and Spring Valley Terrace Apartments
L.L.C.). Subsequent to March 31, 1998, the Partnership has acquired a limited
partnership interest in five limited partnerships; Bradley Villas Limited
Partnership (BRADLEY), Concord Apartment Partners, L.P. (CONCORD), Hillcrest
Heights, L.P. (HILLCREST), Murfreesboro Villas Limited Partnership
(MURFREESBORO), and United Development Corp., L.P. (UNITED 97.2) and is
negotiating to acquire the limited partnership interest in one other
partnership, Apartment Housing of Theodore (APT. HOUSING). These investments
commit the Partnership to capital contributions as follows:
APT. HOUSING $ 1,312,916
BRADLEY 532,196
CONCORD 470,185
HILLCREST 609,012
MURFREESBORO 684,474
UNITED 97.2 743,008
-------
$ 4,351,791
=========
In accordance with Article 11, Proforma Financial Information of Regulation S-X
of the Securities and Exchange Commission, the accompanying proforma balance
sheet was computed assuming that the limited partnerships discussed above were
acquired at the end of the period presented. The first adjustment to cash and
the adjustment to partners' equity of $4,747,360, reflect the net proceeds from
April 1, 1998 to June 15, 1998 from issuance of 5,826 units of limited partners'
capital ($5,826,000 less notes receivable of $263,000, and commissions and
offering costs of $815,640). The third adjustment to cash and the
FS-9
<PAGE>
WNC HOUSING TAX CREDIT FUND VI, L.P., SERIES 5
(A California Limited Partnership)
NOTES TO PROFORMA FINANCIAL STATEMENTS (Continued)
NOTE 2 - INTRODUCTION TO PROFORMA ADJUSTMENTS (Continued)
adjustment to subscriptions receivable of $126,480 reflect subscriptions
receivable from the above sale of limited units. The adjustments to investment
in limited partnerships and notes payable to limited partnerships of $4,351,791
reflect the Partnership's acquisition of the six limited partnership interests
as if the Partnership's date of acquisition was March 31, 1998. The second
adjustment to investment in limited partnerships and the second adjustment to
cash of $389,410 reflect the acquisition fee for the acquisition of the
identified limited partnerships. The adjustment to loans receivable and the
second adjustment to payables to limited partnerships of $260,194, reflects the
application of certain loans towards the capital contributions of certain
limited partnerships.
Hillcrest and Concord had operations during the period presented. A proforma
loss of $35,200 has been recorded in the Proforma Statement of Operations
reflecting losses from Concord and Hillcrest incurred during the three month
period ended March 31, 1998, of $27,300 and $7,900 respectively. Concord
commenced rental operation in February 1998 and Hillcrest commenced rental
operation in 1997. The other four limited partnerships were under construction
or rehabilitation during the period presented and had no operations which should
be reported. The Partnership will use the equity method of accounting to account
for its investments in these local limited partnerships.
FS-10
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
WNC HOUSING TAX CREDIT FUND VI, L.P., SERIES 5
Date: July 20, 1998 By: WNC & Associates, Inc.,
--------------
General Partner
By: /s/ JOHN B. LESTER, JR.
John B. Lester, Jr.,
President
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