FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
(Mark One)
x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the quarterly period ended March 31, 1998
OR
o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the transition period from ________ to ___________
Commission file number: 333-24111
WNC HOUSING TAX CREDIT FUND VI, L.P.,
Series 5 and Series 6
California 33-0775418
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
3158 Redhill Avenue, Suite 120
Costa Mesa, CA 92626
(Address of principal executive offices)
(714) 662-5565
(Telephone number)
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 ____
<PAGE>
WNC HOUSING TAX CREDIT FUND VI, L.P., Series 5 and Series 6
INDEX TO FORM 10-Q
FOR THE QUARTER ENDED MARCH 31, 1998
PART I. FINANCIAL INFORMATION
Series 5
Item 1. Financial Statements
Balance Sheet, March 31, 1998 and December 31, 1997 3
Statement of Operations For the Three Months ended
March 31, 1998 4
Statement of Partners' Equity
For the Three Months ended March 31, 1998 5
Statement of Cash Flows
For the Three Months ended March 31, 1998 6
Notes to Financial Statements 8
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations 13
Item 3. Quantitative and Qualitative Disclosures About Market Risks 15
Series 6
Series 6 currently has no assets or liabilities and has had no operations.
Accordingly, no financial information is included herein for Series 6.
PART II. OTHER INFORMATION
Item 2 Changes in Securities and Use of Proceeds 16
Item 6. Exhibits and Reports on Form 8-K 16
Signatures 17
<PAGE>
WNC HOUSING TAX CREDIT FUND VI, L.P., SERIES 5
(A California Limited Partnership)
BALANCE SHEETS
March 31, 1998 and December 31, 1997
1998 1997
---- ----
ASSETS
Cash and cash equivalents $ 7,612,155 $ 5,498,424
Subscriptions receivable - Note 6 597,350 631,885
Loans receivable - Note 2 360,194 878,894
Investment in limited
partnerships - Note 3 6,756,695 2,398,460
Other assets 24,552 5,042
---------- ---------
$ 15,350,946 $ 9,412,705
=========== =========
LIABILITIES AND PARTNERS' EQUITY
Liabilities:
Payable to limited partnerships - Note 5 $ 1,836,775 $ 860,671
Accrued fees and expenses due to
general partner and affiliates - Note 4 564,249 361,900
-------- ---------
2,401,024 1,222,571
---------- ---------
Commitments and contingencies - Note 8
Partners' equity (deficit):
General partner (18,619) (12,452)
Limited partners (25,000 units
authorized, 15,377 units issued
and outstanding at March 31, 1998) 12,968,541 8,202,586
---------- ---------
Total partners' equity 12,949,922 8,190,134
----------- ---------
$ 15,350,946 $ 9,412,705
========== =========
UNAUDITED
See Accompanying Notes to Financial Statements
3
<PAGE>
WNC HOUSING TAX CREDIT FUND VI, L.P., SERIES 5
(A California Limited Partnership)
STATEMENT OF OPERATIONS
For The Three Months Ended March 31, 1998
Interest income $ 52,896
------
Operating expenses:
Amortization 6,764
Asset management fees - Note 4 872
Other 60
------
Operating expenses 7,696
------
Income from operations 45,200
------
Equity in loss from
limited partnerships- Note 3 (13,585)
-------
Net income $ 31,615
======
Net income allocated to:
General partner $ 316
======
Limited partners $ 31,299
======
Net income per weighted limited partner
units (12,456) $ 2.51
======
UNAUDITED
See Accompanying Notes to Financial Statements
4
<PAGE>
WNC HOUSING TAX CREDIT FUND VI, L.P., SERIES 5
(A California Limited Partnership)
STATEMENT OF PARTNERS' EQUITY (DEFICIT)
For The Three Months Ended March 31, 1998
<TABLE>
<CAPTION>
General Limited
Partner Partner Total
-------- ------- ------
<S> <C> <C> <C>
Equity (deficit), December 31, 1997 $ (12,452) $ 8,202,586 $ 8,190,134
Capital contributions 5,517,925 5,517,925
Offering expenses (6,483) (641,769) (648,252)
Capital issued for notes receivable
- Note 6 (141,500) (141,500)
-
Net income 316 31,299 31,615
------- ---------- ----------
Equity (deficit), March 31, 1998 $ (18,619) $ 12,968,541 $ 12,949,922
======= ========== ==========
</TABLE>
UNAUDITED
See Accompanying Notes to Financial Statements
5
<PAGE>
WNC HOUSING TAX CREDIT FUND VI, L.P., SERIES 5
(A California Limited Partnership)
STATEMENT OF CASH FLOWS
For the Three Months Ended March 31, 1998
1998
----
Cash flows used by operating activities:
Net income $ 31,615
Adjustments to reconcile net income to net cash
used in operating activities:
Equity in loss of limited partnerships 13,585
Amortization 6,764
Asset management fee 872
Change in other assets (19,510)
-------
Net cash provided by operating activities 33,326
------
Cash flows used by investing activities:
Investment in limited partnerships (2,467,221)
Acquisition fees and costs (267,785)
Distributions from limited partnerships 315
--------
Net cash used by investing activities (2,734,691)
----------
Cash flows provide by financing activities:
Capital contributions 5,410,960
Offering expenses (595,864)
--------
Net cash provided by financing activities 4,815,096
---------
Net increase in cash and cash equivalents 2,113,731
Cash and cash equivalents, beginning of period 5,498,424
---------
Cash and cash equivalent, end of period $ 7,612,155
=========
UNAUDITED
See Accompanying Notes to Financial Statements
6
<PAGE>
WNC HOUSING TAX CREDIT FUND VI, L.P., Series 5
(A California Limited Partnership)
STATEMENT OF CASH FLOWS (CONTINUED)
For the Three Months Ended March 31, 1998
SUPPLEMENTAL DISCLOSURE OF NONCASH FINANCING AND INVESTING ACTIVITIES:
- ----------------------------------------------------------------------
During the three months ended March 31, 1998 the Partnership incurred, but did
not pay, $201,476 of payables to affiliates for acquisitions costs, and fees and
offering expenses (see Note 4).
During the three months ended March 31, 1998 the Partnership incurred, but did
not pay, $976,104 of payables to limited partnership in connection with the
acquisition of limited partnership interests.
During the three months ended March 31, 1998 the Partnership applied $518,700
from a loan receivable to the respective note payables to limited partnership in
connection with the acquisition of limited partnership interests.
During the three months ended March 31, 1998 $141,500 of capital contributions
were recorded as notes receivable.
UNAUDITED
See Accompanying Notes to Financial Statements
7
<PAGE>
WNC HOUSING TAX CREDIT FUND VI, L.P., Series 5
(A California Limited Partnership)
NOTES TO FINANCIAL STATEMENTS
March 31, 1998
NOTE 1 -SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
- --------------------------------------------------
Organization
- ------------
WNC Housing Tax Credit Fund, VI, L.P., Series 5 (the "Partnership") was formed
under the California Revised Limited Partnership Act on March 3, 1997 and
commenced operations on August 29, 1997. The Partnership was formed to invest
primarily in other limited partnerships which will own and operate multi-family
housing complexes that will qualify for low income housing credits.
The information contained in the following notes to the financial statements is
condensed from that which would appear in the annual financial statements;
accordingly, the financial statements included herein should be reviewed in
conjunction with the financial statements and related notes thereto contained in
the Partnership's Annual Report of December 31, 1997.
In the opinion of the management, the accompanying unaudited financial
statements contain all adjustments (consisting of only normal recurring
accruals) necessary to present fairly the financial position as of March 31,
1998 and the results of operations and changes in cash flows for the three
months ended March 31, 1998. Accounting measurements at interim dates inherently
involve greater reliance on estimates than at year end. The results of
operations for the interim period presented are not necessarily indicative of
the results for the entire year.
The general partner of the Partnership is WNC & Associates, Inc. (the "General
Partner"). Wilfred N. Cooper, Sr., through the Cooper Revocable Trust, owns just
less than 70% of the outstanding stock of WNC & Associates, Inc. John B. Lester,
Jr. is the original limited partner of the Partnership and owns, through the
Lester Family Trust, just less than 30% of the outstanding stock of WNC &
Associates, Inc.
Pursuant to the Partnership Agreement, the Partnership is authorized to sell
25,000 units of limited partnership interests in the Partnership ("Units") at
$1,000 per Unit of which 15,377 Units in the amount of $15,313,305 had been sold
as of March 31, 1998.
Allocations Under the Terms of the Partnership Agreement
- --------------------------------------------------------
The General Partner has a 1% interest in operating profits and losses, taxable
income and loss and in cash available for distribution from the Partnership. The
limited partners will be allocated the remaining 99% of these items in
proportion to the number of their respective Units.
8
<PAGE>
WNC HOUSING TAX CREDIT FUND VI, L.P., Series 5
(A California Limited Partnership)
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
March 31, 1998
NOTE 1 -SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
- --------------------------------------------------------------
Allocations Under the Terms of the Partnership Agreement (Continued) After the
limited partners have received sale or refinancing proceeds equal to their
capital contributions and their return on investment (as defined in the
Partnership's Agreement of Limited Partnership) and the General Partner has
received a subordinated disposition fee (as described in Note 3 below) any
additional sale or refinancing proceeds will be distributed 90% to the limited
partners (in proportion to the number of their respective Units) and 10% to the
General Partner.
Method of Accounting For Investment 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 each limited partnership's results of operations and
for any distributions received. Costs incurred by the Partnership in acquiring
the investments in limited partnerships are capitalized as part of the
investment.
Losses from the limited partnerships will not be recognized to the extent that
the individual investment balance would be adjusted below zero.
Cash and Cash Equivalents
- -------------------------
The Partnership considers all bank certificates of deposit with a maturity of
less than three months to be cash equivalents.
Offering Expenses
- -----------------
Offering expenses consist of underwriting commissions, legal fees, printing,
filing and recordation fees, and other costs incurred with selling Units. 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 partners' capital.
9
<PAGE>
WNC HOUSING TAX CREDIT FUND VI, L.P., Series 5
(A California Limited Partnership)
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
March 31, 1998
NOTE 2 - LOANS RECEIVABLE
- -------------------------
Loans receivable represent amounts loaned by the Partnership to certain limited
partnerships in which the Partnership may invest. These loans will be applied
against the first capital contribution due if the Partnership ultimately
acquires a limited partnership interest. In the event that the Partnership does
not acquire a limited partnership interest, the loans are to be repaid with
interest at a rate which is equal to the rate charged to an affiliate of the
general partner (8.75 % at March 31,1998). Loans receivable of $518,700 at
December 31, 1997 were applied to capital contributions due for limited
partnership interests acquired in January 1998. A loan receivable with a balance
of $260,194 at March 31, 1998 was collectible from a partnership which is in
negotiations to be acquired (set Note 8). A loan receivable with a balance of
$100,000 at March 31, 1998 was collectible from one limited partnership that the
Partnership has declined to acquire and is to be repaid to the Partnership in
1998.
NOTE 3 - INVESTMENT IN LIMITED PARTNERSHIPS
- -------------------------------------------
The following is a summary of the investment in limited partnerships and
reconciliation to the limited partnership accounts as of March 31, 1998 and
December 31, 1997:
1998 1997
---- ----
Investment balance,
beginning of period $ 2,398,460 $ 0
Capital contributions 2,985,921 836,632
Capital contributions payable 976,104 860,671
Capitalized acquisition fees and costs 416,874 701,018
Distributions from limited partnerships (315)
Equity in income of limited partnerships (13,585) 2,395
Amortization of acquisition fees and costs (6,764) (2,256)
------- -------
Investment balance,
end of period $ 6,656,695 $ 2,398,460
========= =========
10
<PAGE>
WNC HOUSING TAX CREDIT FUND VI, L.P., Series 5
(A California Limited Partnership)
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
March 31, 1998
NOTE 4- RELATED PARTY TRANSACTIONS
- ----------------------------------
Under the terms of its Agreement of Limited Partnership, the Partnership is
obligated to the General Partner or its affiliates for the following items:
Acquisition fees up to 7% of the gross proceeds from the sale of
Units. Acquisition fees of $377,405 were incurred during the three months
ended March 31, 1998.
Reimbursement for acquisition expenses, offering and selling expenses
advanced by the General Partner or affiliates on behalf of the Partnership.
These reimbursements plus all other acquisition costs and offering expenses
inclusive of sales commissions will not exceed 14.5% of the gross proceeds.
During the three months ended March 31, 1998 the Partnership incurred
acquisition expenese, offering and selling expenses of $39,468, $286,017,
and $362,235, respectively.
An annual management fee not to exceed .2% of the Partnership's
invested assets (defined by the Partnership's Agreement of Limited
Partnership as the Partnership's capital contributions to limited
partnerships plus its allocable percentage of the permanent financing of
the limited partnerships). The Partnership has incurred fees of $872 for
the three months ended March 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 return on investment (as defined in the
Partnership's Agreement of Limited Partnership) and is payable only if
services are rendered in the sales effort.
Accrued fees and advances due to affiliates of the General Partner included in
the accompanying balance sheet consists of the following at March 31, 1998 and
December 31, 1997:
1998 1997
---- ----
Acquisition fees $ 198,943 $ 62,878
Advances made for acquisition costs
organizational, offering and selling expenses 356,634 294,310
Asset management fees 872
Other 7,800 4,712
-------- --------
Total accrued fees and advances $ 564,249 $ 361,900
======= =======
11
<PAGE>
WNC HOUSING TAX CREDIT FUND VI, L.P., Series 5
(A California Limited Partnership)
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
March 31, 1998
NOTE 5 - PAYABLE TO LIMITED PARTNERSHIPS
- ----------------------------------------
Payable to limited partnerships at March 31, 1998 represents amounts which are
due at various times based on conditions specified in the respective local
limited partnership agreements. These contributions are payable in installments,
generally due upon the local limited partnership achieving certain operating
benchmarks, and are generally expected to be paid within two years of the
Partnership's initial investment.
NOTE 6 - SUBSCRIPTION AND INVESTOR NOTES RECEIVABLE
- ---------------------------------------------------
As of March 31, 1998, the Partnership had received subscriptions for 15,377
units which included subscriptions receivable of $597,350 and promissory notes
of $492,650. Limited partners who subscribe for ten or more units of limited
partnership 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 bearing fixed interest at the rate of 5.5% per annum. Interest rates are
established quarterly. Principal and interest are due (i) January 31, 1999 if
the investor subscribes on or before June 30, 1998, (ii) June 30, 1999 if the
investor subscribes between July 1, 1998 and December 31, 1998 or (iii) January
31, 2000 if the investor subscribes after December 31, 1998. The amount of
promissory notes received during the three months ended March 31, 1998
($141,500) is presented as a reduction in partners' equity.
Subscriptions receivable presented on the accompanying balance sheet of $597,530
were received subsequent to March 31, 1998 and accordingly have been classified
as an asset.
NOTE 7 - INCOME TAXES
- ---------------------
The Partnership will not make a provision for income taxes since all income and
losses will be allocated to the Partners for inclusion in their respective
returns.
NOTE 8 - COMMITMENTS AND CONTINGENCIES
- --------------------------------------
Subsequent to March 31, 1998, the Partnership acquired three limited partnership
interests which required capital contributions totaling approximately
$1,304,000. The Partnership is negotiating to acquire an additional limited
partnership interest which would commit the Partnership to additional capital
contributions of approximately $1,313,000 of which $260,194 has been advanced as
of March 31, 1998 and are reflected as loans receivable in the accompanying
balance sheet as of March 31, 1998 (see Note 2).
12
<PAGE>
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operation
Liquidity and Capital Resources
- -------------------------------
The Partnership is raising equity capital from investors by means of its
Offering, and is applying such capital, including the installment payments on
the Promissory Notes as received, to the purchase price and acquisition fees and
costs of Local Limited Partnership Interests, Reserves and expenses. As of
August 29, 1997 the Partnership had received cash subscriptions funds of
$1,400,000, thereby satisfying the minimum offering condition. As of March 31,
1998, the Partnership had received and accepted subscriptions in the amount of
$15,313,305, net of discounts of $63,695 (15,377 Units), of which $492,650
currently is represented by Promissory Notes.
As of March 31, 1998, the Partnership was indebted to WNC & Associates, Inc. in
the amount of approximately $564,000. The component items of such indebtedness
were as follows: accrued acquisition fees of approximately $199,000 advances to
pay front-end fees of approximately $356,000, asset management fees of
approximately $1,000 and other advances of approximately $8,000.
As of March 31, 1998 and December 31, 1997, the Partnership had made capital
contributions to Local Limited Partnerships of approximately $3,823,000 and $
836,600 and had commitments of approximately $1,867,000 and $860,700 for those
limited partnership interests acquired. Further, the Partnership had loans
outstanding to Local Limited Partnerships as of March 31, 1998 and as of
December 31, 1997, of approximately $360,200 and $878,900, respectively. Of the
amount outstanding as of December 31, 1997, approximately $518,700 was loaned to
EL RENO and was applied to the Partnership's purchase price upon acquisition of
this Limited Partnership Interest in January 1998.
Overall, as reflected in its Statement of Cash Flows, the Partnership had a net
increase in cash and cash equivalents of approximately $2,113,700 for the three
month period ended March 31, 1998. This increase in cash consisted of cash
provided by operating activities of approximately $33,300, and financing
activities of approximately $4,815,100, offset by cash used in investing
activities, of approximately $2,734,700. Cash provided from financing activities
consisted of capital contributions from limited partners of approximately
$5,411,000 less offering expenses of approximately $595,900. Cash used by
investing activities consisted of payments to limited partnerships of
approximately $2,467,200 and of capitalized acquisitions costs of approximately
$267,800. Cash provided and used by the operating activities of the Partnership
was minimal compared to its other activities. Cash provided from operations
consisted primarily of interest received on cash deposits and investor notes
receivable, and cash used in operations consisted primarily of payments for
operating fees and expenses. The major components of all these activities are
discussed in greater detail below.
It is not expected that any of the Local Limited Partnerships in which the
Partnership will invest will generate cash from operations sufficient to provide
distributions to the Unitholders in any significant amount. Such cash from
operations, if any, would first be used to meet operating expenses of the
Partnership, including the payment of the Asset Management Fee.
The Partnership's investments will not be readily marketable and may be affected
by adverse general economic conditions which, in turn, could substantially
increase the risk of operating losses for the Apartment Complexes, the Local
Limited Partnerships and the Partnership. These problems may result from a
number of factors, many of which cannot be controlled. Nevertheless, the General
Partner anticipates that capital raised from the sale of the Units will be
sufficient to fund the Partnership's future investment commitments and proposed
operations.
13
<PAGE>
The Partnership will establish working capital Reserves of at least 3% of
Capital Contributions, an amount which is anticipated to be sufficient to
satisfy general working capital and administrative expense requirements of the
Partnership including payment of the Asset Management Fee as well as expenses
attendant to the preparation of tax returns and reports to the Unitholders and
other investor servicing obligations of the Partnership. Liquidity would,
however, be adversely affected by unanticipated or greater than anticipated
operating costs. The Partnership's liquidity could also be affected by defaults
or delays in payment of the Promissory Notes, from which a portion of the
working capital Reserves is expected to be funded. To the extend that working
capital Reserves are insufficient to satisfy the cash requirements of the
Partnership, it is anticipated that additional funds would be sought through
bank loans or other institutional financing. The Partnership may also apply any
cash distributions received from the Local Limited Partnerships for such
purposes or to replenish or increase working capital Reserves.
Under the Partnership Agreement the Partnership does not have the ability to
assess the Unitholders for additional Capital Contributions to provide capital
if needed by the Partnership or Local Limited Partnerships. Accordingly, if
circumstances arise that cause the Local Limited Partnerships to require capital
in addition to that contributed by the Partnership and any equity of the Local
General Partners, the only sources from which such capital needs will be able to
be satisfied (other than the limited Reserves available at the Partnership
level) will be (i) third-party debt financing (which may not be available if, as
expected, the Apartment Complexes owned by the Local Limited Partnerships are
already substantially leveraged), (ii) additional equity contributions or
advances of the Local General Partners, (iii) other equity sources (which could
adversely affect the Partnership's interest in Tax Credits, cash flow and/or
proceeds of sale or refinancing of the Apartment Complexes and result in adverse
tax consequences to the Unitholders), or (iv) the sale or disposition of the
Apartment Complexes (which could have the same adverse effects as discussed in
(iii) above). There can be no assurance that funds from any of such sources
would be readily available in sufficient amounts to fund the capital
requirements of the Local Limited Partnerships in question. If such Partnerships
are not available, the Local Limited Partnerships would risk foreclosure on
their Apartment Complexes if they were unable to renegotiate the terms of their
first mortgages and any other debt secured by the Apartment Complexes to the
extent the capital requirements of the Local Limited Partnerships relate to such
debt.
The Partnership's capital needs and resources are expected to undergo major
changes during its first several years of operations as a result of the
completion of its Offering of Units and its acquisition of investments.
Thereafter, the Partnership's capital needs and resources are expected to be
relatively stable over the holding periods of the investments, except to the
extent of proceeds received in payment of Promissory Notes and disbursed to
Partnership the Partnership's deferred obligations.
Results of Operations
- ---------------------
As reflected on its Statements of Operations, the Partnership had income of
approximately $31,600 for the three months ended March 31, 1998. The component
items of revenue and expense are discussed below.
Revenue. The Partnership's revenues consisted entirely of interest earned on
Promissory Notes and cash deposits held in financial institutions (i) as
Reserves, or (ii) pending investment in Local Limited Partnerships. Interest
revenue in future years will be a function of prevailing interest rates and the
amount of cash balances. It is anticipated that the Partnership will maintain
cash Reserves in an amount not materially in excess of the minimum amount
required by its Partnership Agreement, which is 3% of Capital Contributions.
14
<PAGE>
Expenses. The most significant component of operating expenses is expected to be
the Asset Management Fee. The Asset Management Fee is equal to 0.2% of that
portion of Invested Assets (i.e., the sum of the Partnership's investment in
Local Limited Partnerships plus the Partnership's allocable share of the
mortgage loans on and other debts related to, the Apartment Complexes owned by
such Local Limited Partnerships) which are attributable to apartment units
receiving government assistance.
Amortization expense consist of the amortization over a period of 30 years of
the Acquisition Fee and other expenses attributable to the acquisition of Local
Limited Partnership Interests.
Because the amounts of the Asset Management Fee and amortization expense
primarily are determined by the gross proceeds from the Offering, and the number
and size of Apartment Complexes, until termination of the Offering and
investment of the net proceeds therefrom the Partnership cannot predict with any
accuracy what these amounts will be.
Item 3: Quantitative and Qualitative Disclosures Above Market Risks
None.
15
<PAGE>
Part II. Other Information
Item 2. Changes in Securities and Use of Proceeds
As of March 31, 1998 the Partnership has received subscriptions for 15,377 units
of limited partnership interest ("Units"), for an aggregate amount of capital
contributions of $15,313,305 net of discounts of $63,695 in an offering which
commenced on July 16, 1997. At March 31, 1998, the above capital contributions
consisted of cash of $14,223,134, subscriptions receivable of $597,350 and notes
receivable of $492,650. At March 31, 1998, approximately $1,906,000 was paid or
due to WNC & Associates, Inc. or WNC Capital Corporation, affiliates, for
selling commissions, wholesaling activities and in reimbursement of other
organization and offering expenses. Included therein are selling commissions of
approximately $1,012,700 and wholesaling and other organization and offering
expenses of approximately $447,000 which were reallowed to non-affiliates. At
March 31, 1998, approximately $7,546,000 is invested in Local Limited
Partnership Interests or Reserves as follows:
Paid or to be
paid to General Paid or to be
Partner or affiliate paid to others Total
-------------------- -------------- -----
Local limited
Partnership Interests $5,659,000 $5,659,000
Acquisition fees $1,042,000 1,042,000
Acquisition costs 76,000 76,000
Reserves 769,000 769,000
----------- ------- -------
Total $1,042,000 $6,504,000 $7,546,000
=========== ========= =========
Item 6. Exhibits and Reports on Form 8-K
Exhibits
None.
Reports on Form 8-K
Current report on Form 8-K dated January 15, 1998 was filed during the
quarter ended March 31, 1998. The current report set fourth information
pertaining to the acquisition by the Partnership of three Limited Partnership
interests under Item 2 thereof and proforma financial information required by
Article 11 of Regulation S-X were provided by the current report.
16
<PAGE>
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
WNC HOUSING TAX CREDIT FUND VI, L.P., Series 5 and Series 6
By: WNC & Associates, Inc. General Partner
By: /s/ John B. Lester, Jr.
-----------------------------------------------------
John B. Lester, Jr . President
Date: May 20, 1998
By: /s/ Theodore M. Paul
- -----------------------------------------------------
Theodore M. Paul Vice President - Finance
Date: May 20, 1998
17
<TABLE> <S> <C>
<ARTICLE> 5
<CIK> 0001036500
<NAME> WNC HOUSING TAX CREDIT FUND VI, L.P., SERIES 5
<MULTIPLIER> 1
<CURRENCY> US DOLLARS
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> JAN-01-1998
<PERIOD-END> MAR-31-1998
<EXCHANGE-RATE> 1
<CASH> 7,612,155
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 8,209,505
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 15,350,946
<CURRENT-LIABILITIES> 0
<BONDS> 0
0
0
<COMMON> 0
<OTHER-SE> 12,949,922
<TOTAL-LIABILITY-AND-EQUITY> 15,350,946
<SALES> 0
<TOTAL-REVENUES> 52,896
<CGS> 0
<TOTAL-COSTS> 7,696
<OTHER-EXPENSES> 13,585
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 31,615
<INCOME-TAX> 0
<INCOME-CONTINUING> 31,615
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 31,615
<EPS-BASIC> 2.51
<EPS-DILUTED> 0
</TABLE>
