FORM 10-K
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
(Mark One)
|X| ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934
For the fiscal year ended March 31, 2000
OR
|_| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the transition period from __________ to __________
Commission file number: 0-24855
WNC HOUSING TAX CREDIT FUND VI, L.P., SERIES 5
California 33-0745418
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
3158 Redhill Avenue, Suite 120, Costa Mesa, CA 92626
(714) 662-5565
Securities registered pursuant to Section 12(b) of the Act:
NONE
Securities registered pursuant to section 12(g) of the Act:
UNITS OF LIMITED PARTNERSHIP INTEREST
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes _X_ No ___
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. |X|
<PAGE>
State the aggregate market value of the voting and non-voting common equity held
by non-affiliates of the registrant.
INAPPLICABLE
DOCUMENTS INCORPORATED BY REFERENCE
List hereunder the following documents if incorporated by reference and the Part
of the Form 10-K (e.g., Part I, Part II, etc.) into which the document is
incorporated: (1) Any annual report to security holders; (2) Any proxy or
information statement; and (3) Any prospectus filed pursuant to Rule 424(b) or
(c) under the Securities Act of 1933. The listed documents should be clearly
described for identification purposes (e.g., annual report to security holders
for fiscal year ended December 24, 1980).
2
<PAGE>
PART 1.
ITEM 1. BUSINESS
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 or limited liability companies which
will own and operate multifamily housing complexes that are eligible for
low-income housing federal and, in certain cases, California income tax credits
("Low Income Housing Credit").
The general partner of the Partnership is WNC & Associates, Inc. ("Associates"
or the "General Partner".) 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 Associates, as
the Partnership has no employees of its own.
Pursuant to a registration statement filed with the Securities and Exchange
Commission on June 23, 1997, the Partnership commenced a public offering of
25,000 units of Limited Partnership Interest ("Units"), at a price of $1,000 per
Unit. As of the close of the public offering on July 9, 1998, the Partnership
had received and accepted subscriptions for 25,000 Units in the amount of
$24,918,175 net of volume and dealer discounts of $81,825. 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 Supplements thereto" (the "Partnership Agreement"),
will be able to be accomplished promptly at the end of the 15-year period. If a
Local Limited Partnership is unable to sell its Housing Complex, it is
anticipated that the local general partner ("Local General Partner") will either
continue to operate such Housing Complex or take such other actions as the Local
General Partner believes to be in the best interest of the Local Limited
Partnership. Notwithstanding the preceding, circumstances beyond the control of
the General Partner or the Local General Partners may occur during the
Compliance Period, which would require the Partnership to approve the
disposition of a Housing Complex prior to the end thereof, possibly resulting in
recapture of Low Income Housing Credits.
3
<PAGE>
As of March 31, 2000, the Partnership had invested in fourteen Local Limited
Partnerships. Each of these Local Limited Partnerships owns a Housing Complex
that is eligible for the federal Low Income Housing Credit. 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 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 on the transferability of Units, and it
is unlikely that a market for Units will develop. All Partnership management
decisions are made by the General Partner.
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
Complexes.
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 fourteen Housing Complexes as of the dates and for
the periods indicated:
4
<PAGE>
<TABLE>
<CAPTION>
-------------------------------- ------------------------------------------------
AS OF MARCH 31, 2000 AS OF DECEMBER 31, 1999
-------------------------------- ------------------------------------------------
PARTNERSHIP'S ESTIMATED ENCUMBRANCES
TOTAL INVESTMENT AMOUNT OF LOW INCOME OF LOCAL
GENERAL PARTNER IN LOCAL LIMITED INVESTMENT NUMBER OF OCCU- HOUSING LIMITED
PARTNERSHIP NAME LOCATION NAME PARTNERSHIPS PAID TO DATE UNITS PANCY CREDITS PARTNERSHIPS
------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Apartment Housing Theodore, Apartment
of Theodore Alabama Developers, Inc.
and Thomas H.
Cooksey $ 1,188,000 $ 1,188,000 40 100% $ 2,015,000 $ 1,155,000
Bradley Villas Bradley,
Limited Partnership Arkansas Horizon Bank 501,000 501,000 20 100% 628,000 533,000
Chillicothe Plaza Chillicothe, MBL Development
Apts. L.P. Missouri Co. 972,000 972,000 28 96% 1,555,000 764,000
Concord Apartment Orlando, New Communities, LLC,
Partners, L.P. Florida a Colorado limited
liability Company 470,000 470,000 26 96% 782,000 290,000
El Reno Housing El Reno, Cowen Properties,
Associates Limited Oklahoma Inc., an Oklahoma
Partnership Corporation 3,040,000 2,836,000 100 40% 4,407,000 2,367,000
Enhance, L.P. Baton Rouge, Olsen Securities
Louisiana Corp. 620,000 620,000 23 91% 867,000 545,000
Hillcrest Heights, Marshalltown, WNC & Associates
L.P. Iowa 609,000 609,000 32 97% 681,000 592,000
Hughes Villas Hughes, Billy Wayne Bunn
Limited Arkansas
Partnership 182,000 182,000 20 100% 337,000 763,000
Mansur Wood Carbon Cliff, Elderly Living
Lifing Center, IIlinois Development, Inc.
L.P. 6,446,000 6,446,000 115 0% 8,956,000 1,000,000
Mark Twain Oakland, Thomas P. Lam and
Senior Community California Marilyn S. Lam
Limited Partnership 740,000 715,000 106 76% 1,145,000 1,459,000
Murfreesboro Murfreesboro, Murfreesboro
Villas Limited Arkansas Industrial
Partnership Development
Corporation 685,000 685,000 24 83% 130,000 640,000
Spring Valley Mayer, Spring Valley
Terrace Apartments, Arizona Terrace Inc. 696,000 676,000 20 65% 590,000 725,000
LLC
United Development Memphis, Harold E. Buehler,
Co., L.P. - 97.1 Tennessee Sr. and Jo Ellen
Buehler 1,845,000 1,821,000 40 100% 2,693,000 898,000
United Development Memphis, Harold E. Buehler,
Co., L.P. - 97.2 Tennessee Sr. and Jo Ellen
Buehler 743,000 743,000 20 100% 1,061,000 378,000
----------- ----------- --- ---- ----------- -----------
$18,737,000 $18,464,000 614 65% $25,847,000 $12,109,000
=========== =========== === ==== =========== ===========
</TABLE>
5
<PAGE>
<TABLE>
<CAPTION>
--------------------------------------------------------------------
FOR THE YEAR ENDED DECEMBER 31, 1999
--------------------------------------------------------------------
NET INCOME LOW INCOME HOUSING
PARTNERSHIP NAME RENTAL INCOME (LOSS) CREDITS ALLOCATED
--------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Apartment Housing of Theodore $ 57,000 $ (54,000) 98.99%
Bradley Villas Limited Partnership 64,000 (21,000) 99.00%
Chillicothe Plaza Apts. L.P. 44,000 (23,000) 99.97%
Concord Apartment Partners, L.P. 94,000 (30,000) 99.98%
El Reno Housing Associates Limited Partnership 59,000 (390,000) 99.98%
Enhance, L.P. 83,000 (81,000) 99.98%
Hillcrest Heights, L.P. 138,000 (31,000) 99.99%
Hughes Villas Limited Partnership 90,000 (18,000) 99.00%
Mansur Wood Living Center, L.P. - 112,000 99.98%
Mark Twain Senior Community Limited Partnership 500,000 (113,000) 98.99%
Murfreesboro Villas Limited Partnership 43,000 (48,000) 99.00%
Spring Valley Terrace Apartments, LLC 32,000 (59,000) 99.98%
United Development Co., L.P. - 97.1 249,000 47,000 99.98%
United Development Co., L.P. - 97.2 103,000 (41,000) 99.98%
----------- ----------
$ 1,556,000 $(750,000)
=========== ==========
</TABLE>
6
<PAGE>
ITEM 3. LEGAL PROCEEDINGS
NONE
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
NONE
PART II.
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
ITEM 5a.
(a) The Units are not traded on a public exchange but are being sold
through a public offering. It is not anticipated that any public market
will develop for the purchase and sale of any Unit. Units can be
assigned only if certain requirements in the Partnership Agreement are
satisfied.
(b) At March 31, 2000, there were 1,383 Limited Partners.
(c) The Partnership was not designed to provide cash distributions to
Limited Partners in circumstances other than refinancing or disposition
of its investments in Local Limited Partnerships.
(d) No unregistered securities were sold by the Partnership during the year
ended March 31, 2000.
7
<PAGE>
ITEM 6. SELECTED FINANCIAL DATA
Selected balance sheet information for the Partnership is as follows:
<TABLE>
<CAPTION>
MARCH 31 DECEMBER 31
--------------------------- ---------------------------
2000 1999 1998 1997
------------ ------------ ------------ ------------
<S> <C> <C> <C> <C>
ASSETS
Cash and cash equivalents $ 574,137 $ 3,103,129 $ 3,521,888 $ 4,889,574
Funds held in escrow
disbursement account 243,595 4,834,997 5,505,543 608,850
Marketable securities 50,073 - - -
Subscriptions and notes
receivable - 38,600 879,800 631,885
Investments in limited
partnerships, net 19,293,654 19,968,445 19,927,953 2,398,460
Loans receivable - - - 878,894
Other assets 23,798 30,814 68,482 5,042
------------ ------------ ------------ ------------
$20,185,257 $27,975,985 $29,903,666 $ 9,412,705
============ ============ ============ ============
LIABILITIES
Due to limited partnerships $ 272,207 $ 6,131,391 $ 8,051,777 $ 860,671
Accrued fees and expenses due to
general partner and affiliates 123,718 159,973 97,387 361,900
------------ ------------ ------------ ------------
395,925 6,291,364 8,149,164 1,222,571
------------ ------------ ------------ ------------
PARTNERS' EQUITY 19,789,332 21,684,621 21,754,502 8,190,134
------------ ------------ ------------ ------------
$20,185,257 $27,975,985 $29,903,666 $ 9,412,705
============ ============ ============ ============
</TABLE>
Selected results of operations, cash flows, and other information for the
Partnership is as follows for the periods indicated:
<TABLE>
<CAPTION>
FOR THE
PERIOD
AUGUST 29,
1997 (DATE
FOR THE THREE OPERATIONS
FOR THE YEAR MONTHS FOR THE YEAR COMMENCED)
ENDED ENDED ENDED THROUGH
MARCH 31 MARCH 31 DECEMBER 31 DECEMBER 31,
2000 1999 1998 1997
------------ ------------ ------------ ------------
<S> <C> <C> <C> <C>
(Loss) income from operations $ (458,580) $ (21,156) $ 164,828 $ (87)
Realized loss - marketable
securities (188,483) - - -
Equity in (loss) income of
limited
partnerships (1,139,225) (22,000) (110,194) 2,395
------------ ------------ ------------ ------------
NET (LOSS) INCOME $(1,786,288) $ (43,156) $ 54,634 $ 2,308
============ ============ ============ ============
</TABLE>
8
<PAGE>
<TABLE>
<CAPTION>
FOR THE
PERIOD
AUGUST 29,
1997 (DATE
FOR THE THREE OPERATIONS
FOR THE YEAR MONTHS FOR THE YEAR COMMENCED)
ENDED ENDED ENDED THROUGH
MARCH 31 MARCH 31 DECEMBER 31 DECEMBER 31,
2000 1999 1998 1997
------------ ------------ ------------ ------------
<S> <C> <C> <C> <C>
NET (LOSS) INCOME ALLOCATED TO:
General Partner $ (17,863) $ (431) $ 546 $ 23
============ ============ ============ ============
Limited Partners $(1,768,425) $ (42,725) $ 54,088 $ 2,285
============ ============ ============ ============
NET (LOSS) INCOME PER LIMITED
PARTNER UNIT $ (70.74) $ (1.71) $ 2.57 $ 1.13
============ ============ ============ ============
OUTSTANDING WEIGHTED LIMITED
PARTNER UNITS 25,000 25,000 21,008 2,029
============ ============ ============ ============
FOR THE
PERIOD
AUGUST 29,
1997 (DATE
FOR THE THREE OPERATIONS
FOR THE YEAR MONTHS FOR THE YEAR COMMENCED)
ENDED ENDED ENDED THROUGH
MARCH 31 MARCH 31 DECEMBER 31 DECEMBER 31,
2000 1999 1998 1997
------------ ------------ ------------ ------------
NET CASH PROVIDED BY (USED IN):
Operating activities $ (209,600) $ 15,016 $ (115,775) $ 1,839
Investing activities (2,248,991) (1,248,250) (14,513,730) (2,962,516)
Financing activities (70,401) 814,475 13,261,819 7,850,251
------------ ------------ ------------ ------------
NET CHANGE IN CASH AND CASH
EQUIVALENTS (2,528,992) (418,759) (1,367,686) 4,889,574
CASH AND CASH EQUIVALENTS,
BEGINNING OF PERIOD 3,103,129 3,521,888 4,889,574 -
------------ ------------ ------------ ------------
CASH AND CASH EQUIVALENTS, END
OF PERIOD $ 574,137 $ 3,103,129 $ 3,521,888 $ 4,889,574
============ ============ ============ ============
</TABLE>
Low Income Housing Credit per Unit was as follows for the years ended December
31:
1999 1998 1997
----------- ----------- -----------
Federal $ 48 $ 21 $ -
State - - -
----------- ----------- -----------
Total $ - $ 21 $ -
=========== =========== ===========
9
<PAGE>
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATION
FINANCIAL CONDITION
The Partnership's assets at March 31, 2000 consisted primarily of $574,000 in
cash, $244,000 in cash in escrow, $50,000 in marketable securities, $24,000 in
amounts due from affiliate, and aggregate investments in the fourteen Local
Limited Partnerships of $19,294,000. Liabilities at March 31, 2000 primarily
consisted of $272,000 due to limited partnerships, $21,000 in annual asset
management fees and $103,000 in advances and other payables due to the General
Partner or affiliates.
RESULTS OF OPERATIONS
YEAR ENDED MARCH 31, 2000 COMPARED TO YEAR ENDED DECEMBER 31, 1998. The
Partnership's net loss for the year ended March 31, 2000 was $(1,786,000),
reflecting an increase of $1,841,000 from the $55,000 of net income experienced
for the year ended December 31, 1998. The change is primarily due to an increase
in equity in losses of limited partnerships of $1,029,000 to $(1,139,000) for
the year ended March 31, 2000 from $(110,000) for the year ended December 31,
1998. In addition, during the year ended March 31, 2000, the Partnership wrote
off advances of $402,000 to a Local Limited Partnership, realized loss increased
by $188,000, interest income decreased by $156,000, amortization increased by
$17,000 and other operating expenses increased by $48,000.
THREE MONTHS ENDED MARCH 31, 1999 COMPARED TO THREE MONTHS ENDED MARCH 31, 1998.
The Partnership's net loss for the three months ended March 31, 1999 was
$(43,000), reflecting a decrease of $75,000 from the net income experienced for
the three months ended March 31, 1998. The change is primarily due to a decrease
in interest income of $39,000 to $14,000 for the three months ended March 31,
1999 from $53,000 for the three months ended March 31, 1998 and an increase in
equity in losses of limited partnerships of $8,000 to $(22,000) for the three
months ended March 31, 1999 from $(14,000) for the three months ended March 31,
1998. In addition, amortization expense increased by $8,000, asset management
fees increased by $16,000 and other operating expenses increased by $3,000.
YEAR ENDED DECEMBER 31, 1998 COMPARED TO PERIOD ENDED DECEMBER 31, 1997. The
Partnership's net income for 1998 was $55,000, reflecting an increase of $53,000
from the net income experienced in 1997. The increase in net income is primarily
due to interest income, which increased to $286,000 in 1998 from $10,000 in
1997, offset by an increase in equity in losses of limited partnerships of
$112,000, an increase of $66,000 in annual asset management fees, and a $45,000
increase in amortization expense.
CASH FLOWS
YEAR ENDED MARCH 31, 2000 COMPARED TO YEAR ENDED DECEMBER 31, 1998. The net
decrease in cash during the year ended March 31, 2000 was $(2,529,000), compared
to a net decrease in cash for the year ended December 31, 1998 of $(1,368,000).
The change was primarily due to a decrease in cash provided by financing
activities of $13,332,000. The decrease in cash provided by financing activities
was due to a decrease in capital contributions of $14,517,000, a decrease in the
collection of notes receivable of $632,000, offset by a decrease in offering
expenses paid of $1,817,000. Net cash used in operating activities increased by
$93,825. The increase in cash used in operating activities was due primarily to
an increase in other expenses. The decrease in cash from financing activities
and operating activities was offset by a decrease in cash used in investing
activities of $12,667,000. The decrease in investing activities was primarily
due to decrease in funds placed in escrow of $9,488,000, a decrease in
investments in limited partnerships of $2,987,000, a decrease in capitalized
acquisition costs and fees of $1,121,000, offset by a decrease in cash collected
on loans receivable of $879,000 and an increase in advances to Local Limited
Partnership of $402,000 and an increase in marketable securities of $50,000.
10
<PAGE>
THREE MONTHS ENDED MARCH 31, 1999 COMPARED TO THREE MONTHS ENDED MARCH 31, 1998.
Net decrease in cash during the three months ended March 31, 1999 was
$(419,000), compared to a net increase in cash for the three months ended March
31, 1998 of $2,723,000. The change was due primarily to a decrease in capital
contributions of $5,411,000 and an increase in cash paid to the General Partner
or affiliates of $18,000, offset by an increase in collections of notes
receivable due from limited partners of $880,000, a decrease in offering
expenses paid of $533,000, a decrease in investments in limited partnerships of
$608,000 and a decrease in acquisition fees and costs of $266,000.
YEAR ENDED DECEMBER 31, 1998 COMPARED TO PERIOD ENDED DECEMBER 31, 1997. Net
decrease in cash in 1998 was $(1,368,000), compared to a net increase in cash in
1997 of $4,890,000. The change was due primarily to an increase in investments
in limited partnerships of $6,763,000, an increase in funds held in escrow
disbursement accounts of $4,288,000, an increase in capitalized acquisition
costs of $500,000, and an increase in cash used in operating activities of
$118,000. These increases are offset by an increase in capital contributions of
$5,742,000 and an increase in collections on notes receivable of $632,000,
reduced by $962,000 for increases in offering costs.
During the year ended March 31, 2000, the three months ended March 31, 1999 and
the year ended December 31, 1998, accrued payables, which consist of related
party management fees and advances due to the General Partner, decreased by
$36,000, increased by $63,000 and decreased by $265,000, respectively.
The Partnership expects its future cash flows, together with its net available
assets at March 31, 2000, to be sufficient to meet all currently foreseeable
future cash requirements.
Impact of Year 2000
-------------------
WNC & Associates, Inc.
----------------------
Status of Readiness
-------------------
Information Technology (IT) Systems. The Partnership relies on the IT systems of
WNC, its ultimate general partner. IT systems include computer hardware and
software used to produce financial reports and tax return information. This
information is then used to generate reports to investors and regulatory
agencies, including the Internal Revenue Service and the Securities and Exchange
Commission. The IT systems of WNC are year 2000 compliant.
Non-IT Systems. The Partnership also relies on the non-IT systems of WNC. Non-IT
systems include machinery and equipment such as telephones, voice mail and
electronic postage equipment. The non-IT systems of WNC are year 2000 compliant.
Service Providers. WNC also relies on the IT and non-IT systems of service
providers. Service providers include utility companies, financial institutions,
telecommunications carriers, municipalities, and other outside vendors. WNC has
obtained verbal assurances from its material service providers (electrical power
provider, financial institutions and telecommunications carriers) that their IT
and non-IT systems are year 2000 compliant. To date WNC has not encountered
significant year 2000 issues or business disruptions from its service providers.
Costs to Address Year 2000 Issues
---------------------------------
The cost to address year 2000 issues for WNC has been less than $25,000.
Risk of Year 2000 Issues
------------------------
Although WNC has encountered no significant year 2000 issue to date, the most
reasonable and likely result from non-year 2000 compliance of systems of the
service providers noted above would be the disruption of normal business
operations for WNC. This disruption could, in turn, lead to delays in performing
reporting and fiduciary responsibilities on behalf of the Partnership. The worst
case scenario would be the replacement of a service provider. These delays would
likely be temporary and would likely not have a material effect on the
Partnership or WNC.
11
<PAGE>
Local Limited Partnerships
--------------------------
Status of Readiness
-------------------
To date, WNC and the Partnership have encountered no significant year 2000
issues with respect to the Local Limited Partnerships.
Costs to Address Year 2000 Issues
---------------------------------
There has been and will be no cost to the Partnership as a result of assessing
year 2000 issues for the Local Limited Partnerships. Although no significant
year 2000 issues have been encountered to date, the cost to deal with potential
year 2000 issues of the Local Limited Partnerships cannot be estimated at this
time.
Risk of Year 2000 Issues
------------------------
Although no significant year 2000 issues have been encountered to date, there
can be no assurance that the Partnership will be unaffected by year 2000 issues.
The most reasonable and likely result from non-year 2000 compliance will be the
disruption of normal business operations for the Local Limited Partnerships,
including but not limited to the possible failure to properly collect rents and
meet their obligations in a timely manner. This disruption would, in turn, lead
to delays by the Local Limited Partnerships in performing reporting and
fiduciary responsibilities on behalf of the Partnership. The worst-case scenario
would include the initiation of foreclosure proceedings on the property by
mortgage debt holders. Under these circumstances, WNC or its affiliates will
take actions necessary to minimize the risk of foreclosure, including the
removal and replacement of a Local General Partner by the Partnership. These
delays would likely be temporary and would likely not have a material effect on
the Partnership or WNC.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Not applicable.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
12
<PAGE>
REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
--------------------------------------------------
To the Partners
WNC Housing Tax Credit Fund VI, L.P., Series 5
We have audited the accompanying balance sheets of WNC Housing Tax Credit Fund
VI, L.P., Series 5 (a California Limited Partnership) (the "Partnership") as of
March 31, 2000 and 1999, and December 31, 1998, and the related statements of
operations, partners' equity (deficit) and cash flows for the year ended March
31, 2000, the three months ended March 31, 1999, and the year ended 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 83%, 37% and 33% of the total assets of the Partnership at March 31,
2000 and 1999 and December 31, 1998, 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 generally accepted auditing
standards. 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 5 (a
California Limited Partnership) as of March 31, 2000 and 1999 and December 31,
1998, and the results of its operations and its cash flows for the year ended
March 31, 2000, the three months ended March 31, 1999, and the year ended
December 31, 1998, in conformity with generally accepted accounting principles.
/S/ BDO SEIDMAN, LLP
BDO SEIDMAN, LLP
Orange County, California
November 13, 2000
13
<PAGE>
INDEPENDENT AUDITORS' REPORT
To the Partners
WNC Housing Tax Credit Fund VI, L.P., Series 5
We have audited the statements of operations, partners' equity (deficit) and
cash flows of WNC Housing Tax Credit Fund VI, L.P., Series 5 (a California
Limited Partnership) (the "Partnership") for the period August 29, 1997 (date
operations commenced) through December 31, 1997. 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 audit. We did not
audit the financial statements of the limited partnerships in which WNC Housing
Tax Credit Fund VI, L.P., Series 5 is a limited partner. These investments, as
discussed in Note 3 to the financial statements, are accounted for by the equity
method. The investment in these limited partnerships represented 25% of the
total assets of WNC Housing Tax Credit Fund V, L.P., Series 5 at December 31,
1997. The financial statements of the limited partnerships were audited by other
auditors whose reports have been furnished to us, and our opinion, insofar as it
relates to the amounts included for these limited partnerships, is based solely
on the reports of the other auditors.
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 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 audit and the reports of the other auditors provide a
reasonable basis for our opinion.
In our opinion, based on our audit and the reports of the other auditors, the
financial statements referred to above present fairly, in all material respects,
the results of its operations and its cash flows of WNC Housing Tax Credit Fund
V, L.P., Series 5 (a California Limited Partnership) for the period August 29,
1997 (date operations commenced) through December 31, 1997, in conformity with
generally accepted accounting principles.
/s/ CORBIN & WERTZ
CORBIN & WERTZ
Irvine, California
March 19, 1998
14
<PAGE>
<TABLE>
WNC HOUSING TAX CREDIT FUND VI, L.P., SERIES 5
(A CALIFORNIA LIMITED PARTNERSHIP)
BALANCE SHEETS
<CAPTION>
MARCH 31 DECEMBER 31
------------------------------ -------------
2000 1999 1998
------------- ------------- -------------
<S> <C> <C> <C>
ASSETS
Cash and cash equivalents $ 574,137 $ 3,103,129 $ 3,521,888
Funds held in escrow disbursement account 243,595 4,834,997 5,505,543
Marketable securities (Note 2) 50,073 - -
Subscriptions and notes receivable (Note 7) - 38,600 879,800
Investments in limited partnerships (Note 3) 19,293,654 19,968,445 19,927,953
Other assets 23,798 30,814 68,482
------------- ------------- -------------
$ 20,185,257 $ 27,975,985 $ 29,903,666
============= ============= =============
LIABILITIES AND PARTNERS' EQUITY
(DEFICIT)
Liabilities:
Due to limited partnerships (Note 5) $ 272,207 $ 6,131,391 $ 8,051,777
Accrued fees and expenses due to General
Partner and affiliates (Note 4) 123,718 159,973 97,387
------------- ------------- -------------
Total liabilities 395,925 6,291,364 8,149,164
------------- ------------- -------------
Commitments and contingencies
Partners' equity (deficit) (Note 7)
General Partner (51,199) (32,246) (31,162)
Limited Partners (25,000 units authorized,
25,000 units issued and outstanding) 19,840,531 21,716,867 21,785,664
------------- ------------- -------------
Total partners' equity 19,789,332 21,684,621 21,754,502
------------- ------------- -------------
$ 20,185,257 $ 27,975,985 $ 29,903,666
============= ============= =============
</TABLE>
See accompanying notes to financial statements
15
<PAGE>
<TABLE>
WNC HOUSING TAX CREDIT FUND VI, L.P., SERIES 5
(A CALIFORNIA LIMITED PARTNERSHIP)
STATEMENTS OF OPERATIONS
<CAPTION>
THE PERIOD
AUGUST 29,
FOR THE 1997 (DATE
THREE OPERATIONS
FOR THE MONTHS FOR THE YEAR COMMENCED)
YEAR ENDED ENDED ENDED THROUGH
MARCH 31 MARCH 31 DECEMBER 31 DECEMBER 31,
------------ ------------ ------------ ------------
2000 1999 1998 1997
------------ ------------ ------------ ------------
<S> <C> <C> <C> <C>
Interest income $ 130,017 $ 14,427 $ 286,005 $ 10,012
------------ ------------ ------------ ------------
Operating expenses:
Amortization (Notes 3 and 4) 64,459 15,334 47,350 2,256
Asset management fees (Note 4) 67,180 16,795 66,382 -
Write off of advances to a Local Limited
Partnership (Note 8) 402,243 - - -
Other 54,715 3,454 7,445 7,843
------------ ------------ ------------ ------------
Total operating expenses 588,597 35,583 121,177 10,099
------------ ------------ ------------ ------------
(Loss) income from operations (458,580) (21,156) 164,828 (87)
Realized loss - marketable securities (188,483) - - -
Equity in income (losses) of limited
partnerships (Note 3) (1,139,225) (22,000) (110,194) 2,395
------------ ------------ ------------ ------------
Net (loss) income $(1,786,288) $ (43,156) $ 54,634 $ 2,308
============ ============ ============ ============
Net (loss) income allocated to:
General Partner $ (17,863) $ (431) $ 546 $ 23
============ ============ ============ ============
Limited Partners $(1,768,425) $ (42,725) $ 54,088 $ 2,285
============ ============ ============ ============
Net (loss) income per limited partner unit $ (70.74) $ (1.71) $ 2.57 $ 1.13
============ ============ ============ ============
Outstanding weighted limited partner units 25,000 25,000 21,008 2,029
============ ============ ============ ============
</TABLE>
See accompanying notes to financial statements
16
<PAGE>
<TABLE>
WNC HOUSING TAX CREDIT FUND VI, L.P., SERIES 5
(A CALIFORNIA LIMITED PARTNERSHIP)
STATEMENTS OF PARTNERS' EQUITY (DEFICIT)
FOR THE YEAR ENDED MARCH 31, 2000,
FOR THE THREE MONTHS ENDED MARCH 31, 1999,
FOR THE YEAR ENDED DECEMBER 31, 1998 AND FOR THE PERIOD AUGUST 29, 1997
(DATE OPERATIONS COMMENCED) THROUGH DECEMBER 31, 1997
<CAPTION>
GENERAL LIMITED
PARTNER PARTNERS TOTAL
------------- ------------- -------------
<S> <C> <C> <C>
Contribution from General Partner and initial limited
partner $ 100 $ 1,000 $ 1,100
Sale of limited partnership units, net of discounts
of $38,620 - 9,795,380 9,795,380
Sale of limited partnership units issued for
promissory
notes receivable (Note 7) - (351,150) (351,150)
Offering expenses (12,575) (1,244,929) (1,257,504)
Net income 23 2,285 2,308
------------- ------------- -------------
Partners' equity (deficit), December 31, 1997 (12,452) 8,202,586 8,190,134
Sale of limited partnership units, net of discounts
of $43,205 - 15,122,795 15,122,795
Sale of limited partnership units issued for
promissory
notes receivable (Note 7) - (38,600) (38,600)
Collection of notes receivable - 351,150 351,150
Offering expenses (19,256) (1,906,355) (1,925,611)
Net income 546 54,088 54,634
------------- ------------- -------------
Partners' equity (deficit), December 31, 1998 (31,162) 21,785,664 21,754,502
Collection of notes receivable - 38,600 38,600
Offering expenses (653) (64,672) (65,325)
Net loss (431) (42,725) (43,156)
------------- ------------- -------------
Partners' equity (deficit) at March 31, 1999 (32,246) 21,716,867 21,684,621
Offering expenses (1,090) (107,911) (109,001)
Net loss (17,863) (1,768,425) (1,786,288)
------------- ------------- -------------
Partners' equity (deficit) at March 31, 2000 $ (51,199) $ 19,840,531 $ 19,789,332
============= ============= =============
</TABLE>
See accompanying notes to financial statements
17
<PAGE>
<TABLE>
WNC HOUSING TAX CREDIT FUND VI, L.P., SERIES 5
(A CALIFORNIA LIMITED PARTNERSHIP)
STATEMENTS OF CASH FLOWS
<CAPTION>
THE PERIOD
AUGUST 29,
FOR THE 1997 (DATE
THREE OPERATIONS
FOR THE MONTHS FOR THE YEAR COMMENCED)
YEAR ENDED ENDED ENDED THROUGH
MARCH 31 MARCH 31 DECEMBER 31 DECEMBER 31,
------------- ------------- ------------- -------------
2000 1999 1998 1997
------------- ------------- ------------- -------------
<S> <C> <C> <C> <C>
Cash flows from operating activities:
Net (loss) income $ (1,786,288) $ (43,156) $ 54,634 $ 2,308
Adjustments to reconcile net (loss) income to
net cash (used in) provided by operating
activities:
Amortization 64,459 15,334 47,350 2,256
Equity in losses (income) of limited
partnerships 1,139,225 22,000 110,194 (2,395)
Write off of advances to Local Limited
Partnership 402,243 - - -
Change in amounts due from affiliates (23,798) - - -
Change in other assets 30,814 37,668 (63,440) (5,042)
Change in accrued fees and expenses due
to general partner and affiliates (36,255) (16,830) (264,513) 4,712
------------- ------------- ------------- -------------
Net cash (used in) provided by operating
activities (209,600) 15,016 (115,775) 1,839
------------- ------------- ------------- -------------
Cash flows from investing activities:
Investments in limited partnerships (6,370,474) (1,920,386 (9,357,460 (836,632)
Funds held in escrow disbursement account 4,591,402 670,546 (4,896,693) (608,850)
Purchase of marketable securities (50,073) - - -
Loans receivable - - 878,894 (878,894)
Capitalized acquisition costs and fees (18,103) 1,590 (1,138,786) (638,140)
Distributions from limited partnerships 500 - 315 -
Advances to Local Limited Partnership (402,243) - - -
------------- ------------- ------------- -------------
Net cash used in investing activities (2,248,991) (1,248,250) (14,513,730) (2,962,516)
------------- ------------- ------------- -------------
Cash flows from financing activities:
Capital contributions 38,600 - 14,555,545 8,813,445
Offering expenses (109,001) (65,325) (1,925,611) (963,194)
Collection on notes receivable - 879,800 631,885 -
------------- ------------- ------------- -------------
Net cash (used in) provided by financing
activities (70,401) 814,475 13,261,819 7,850,251
------------- ------------- ------------- -------------
Net (decrease) increase in cash and cash
equivalents (2,528,992) (418,759) (1,367,686) 4,889,574
Cash and cash equivalents, beginning of period 3,103,129 3,521,888 4,889,574 -
------------- ------------- ------------- -------------
Cash and cash equivalents, end of period $ 574,137 $ 3,103,129 $ 3,521,888 $ 4,889,574
============= ============= ============= =============
SUPPLEMENTAL DISCLOSURE OF CASH
FLOW INFORMATION:
Taxes paid $ 800 $ - $ 800 $ 800
============= ============= ============= =============
See accompanying notes to financial statements
18
</TABLE>
<PAGE>
WNC HOUSING TAX CREDIT FUND VI, L.P., SERIES 5
(A CALIFORNIA LIMITED PARTNERSHIP)
NOTES TO FINANCIAL STATEMENTS
FOR THE YEAR ENDED MARCH 31, 2000,
FOR THE THREE MONTHS ENDED MARCH 31, 1999,
FOR THE YEAR ENDED DECEMBER 31, 1998 AND FOR THE PERIOD AUGUST 29, 1997
(DATE OPERATIONS COMMENCED) THROUGH DECEMBER 31, 1997
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
---------------------------------------------------
Organization
------------
WNC Housing Tax Credit Fund VI, L.P., Series 5, a California Limited Partnership
(the "Partnership"), was formed on March 3, 1997 under the laws of the State of
California, and commenced operations on August 29, 1997. The Partnership was
formed to invest primarily in other limited partnerships and limited liability
companies (the "Local Limited Partnerships") which own and operate multi-family
housing complexes (the "Housing Complex") that are eligible for low income
housing credits. The local general partners (the "Local General Partners") of
each Local Limited Partnership retain responsibility for maintaining, operating
and managing the Housing Complex.
The general partner is WNC & Associates, Inc. ("WNC") (the "General Partner"), a
California corporation. Wilfred N. Cooper, Sr., through the Cooper Revocable
Trust, owns 66.8% of the outstanding stock of WNC. John B. Lester was 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"). The offering of Units concluded on July 9, 1998 at which
time 25,000 Units representing subscriptions in the amount of $24,918,175, net
of discount of $54,595 for volume purchases and $27,230 for dealer discounts,
had been accepted. The General Partner has a 1% interest in operating profits
and losses, taxable income and losses, in cash available for distribution from
the Partnership and tax credits. The limited partners will be allocated the
remaining 99% interest in proportion to their respective investments.
After the limited partners have received proceeds from a sale or refinancing
equal to their capital contributions and their return on investment (as defined
in the Partnership Agreement) and the General Partner has received proceeds
equal to its capital contribution and a subordinated disposition fee (as
described in Note 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.
Change in Reporting Year End
----------------------------
In 1999, the Partnership elected to change its 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.
19
<PAGE>
WNC HOUSING TAX CREDIT FUND VI, L.P., SERIES 5
(A CALIFORNIA LIMITED PARTNERSHIP)
NOTES TO FINANCIAL STATEMENTS - CONTINUED
FOR THE YEAR ENDED MARCH 31, 2000,
FOR THE THREE MONTHS ENDED MARCH 31, 1999,
FOR THE YEAR ENDED DECEMBER 31, 1998 AND FOR THE PERIOD AUGUST 29, 1997
(DATE OPERATIONS COMMENCED) THROUGH DECEMBER 31, 1997
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, CONTINUED
--------------------------------------------------------------
Risks and Uncertainties
-----------------------
The Partnership's investments in Local Limited Partnerships are subject to the
risks incident to the management and ownership of low-income housing and to the
management and ownership of multi-unit residential real estate. Some of these
risks are that the low income housing credit could be recaptured and that
neither the Partnership's investments nor the Housing Complexes owned by the
Local Limited Partnerships will be readily marketable. To the extent the Housing
Complexes receive government financing or operating subsidies, they may be
subject to one or more of the following risks: difficulties in obtaining tenants
for the Housing Complexes; difficulties in obtaining rent increases; limitations
on cash distributions; limitations on sales or refinancing of Housing Complexes;
limitations on transfers of Local Limited Partnership Interests; limitations on
removal of Local General Partners; limitations on subsidy programs; and possible
changes in applicable regulations. The Housing Complexes are or will be subject
to mortgage indebtedness. If a Local Limited Partnership does not make its
mortgage payments, the lender could foreclose resulting in a loss of the Housing
Complex and low-income housing credits. As a limited partner of the Local
Limited Partnerships, the Partnership will have very limited rights with respect
to management of the Local Limited Partnerships, and will rely totally on the
Local General Partners of the Local Limited Partnerships for management of the
Local Limited Partnerships. The value of the Partnership's investments will be
subject to changes in national and local economic conditions, including
unemployment conditions, which could adversely impact vacancy levels, rental
payment defaults and operating expenses. This, in turn, could substantially
increase the risk of operating losses for the Housing Complexes and the
Partnership. In addition, each Local Limited Partnership is subject to risks
relating to environmental hazards and natural disasters, which might be
uninsurable. Because the Partnership's operations will depend on these and other
factors beyond the control of the General Partner and the Local General
Partners, there can be no assurance that the anticipated low income housing
credits will be available to Limited Partners.
In addition, Limited Partners are subject to risks in that the rules governing
the low income housing credit are complicated, and the use of credits can be
limited. The only material benefit from an investment in Units may be the low
income housing credits. There are limits on the transferability of Units, and it
is unlikely that a market for Units will develop. All management decisions will
be made by the General Partner.
Method of Accounting for Investments in Limited Partnerships
------------------------------------------------------------
The Partnership accounts for its investments in limited partnerships using the
equity method of accounting, whereby the Partnership adjusts its investment
balance for its share of the Local Limited Partnership's results of operations
and for any distributions received. The accounting policies of the Local Limited
Partnership's are consistent with those of the Partnership. Costs incurred by
the Partnership in acquiring the investments are capitalized as part of the
investment account and are being amortized over 30 years (see Note 3).
Losses from Local Limited Partnerships for the years ended December 31, 1998 and
1997 have been recorded by the Partnership based on reported results provided by
the Local Limited Partnerships. Losses from Local Limited Partnerships for the
three months ended March 31, 1999 have been estimated by management of the
Partnership. Losses from limited partnerships for the year ended March 31, 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 the limited partnerships
allocated to the Partnership will not be recognized to the extent that the
investment balance would be adjusted below zero.
Offering Expenses
-----------------
Offering expenses consist of underwriting commissions, legal fees, printing,
filing and recordation fees, and other costs incurred in connection with selling
limited partnership interests in the Partnership. The General Partner is
obligated to pay all offering and organization costs in excess of 14.5%
(including sales commissions) of the total offering proceeds. Offering expenses
are reflected as a reduction of limited partners' capital and amounted to
$3,357,441, $3,248,440, $3,183,115 and $1,257,504 as of March 31, 2000 and 1999
and December 31, 1998 and 1997, respectively.
20
<PAGE>
WNC HOUSING TAX CREDIT FUND VI, L.P., SERIES 5
(A CALIFORNIA LIMITED PARTNERSHIP)
NOTES TO FINANCIAL STATEMENTS - CONTINUED
FOR THE YEAR ENDED MARCH 31, 2000,
FOR THE THREE MONTHS ENDED MARCH 31, 1999,
FOR THE YEAR ENDED DECEMBER 31, 1998 AND FOR THE PERIOD AUGUST 29, 1997
(DATE OPERATIONS COMMENCED) THROUGH DECEMBER 31, 1997
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, CONTINUED
--------------------------------------------------------------
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, 2000 and 1999 and December 31, 1998, the Partnership had cash
equivalents of $393,648, $2,730,675 and $3,400,000, respectively. Of this
amount, $375,000, $0 and $0, respectively, consist of tax exempt instruments
collateralized by tax exempt municipal bonds from various municipalities
throughout the United States. These instruments generate tax exempt yields and
generally have 35 day or less maturities.
Concentration of Credit Risk
----------------------------
At March 31, 2000, the Partnership maintained cash balances at certain financial
institutions in excess of the federally insured maximum.
Net (Loss) Income Per Limited Partner Unit
------------------------------------------
Net (loss) income per limited partnership unit is calculated pursuant to
STATEMENT OF FINANCIAL ACCOUNTING STANDARDS NO. 128, EARNINGS PER SHARE. Net
(loss) income per unit includes no dilution and is computed by dividing loss
available to limited partners by the weighted average number of units
outstanding during the period. Calculation of diluted net (loss) 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.
NOTE 2 - MARKETABLE SECURITIES
------------------------------
Marketable securities are categorized as available-for-sale securities and
summarized as follows:
<TABLE>
<CAPTION>
GROSS UNREALIZED
---------------------------
AS OF MARCH 31, 2000 COST GAIN LOSS FAIR VALUE
------------ ------------ ------------ ------------
<S> <C> <C> <C> <C>
Debt securities $ 50,073 $ - $ - $ 50,073
============ ============ ============ ============
</TABLE>
Debt securities are those issued by a state agency which mature on July 1, 2000.
21
<PAGE>
WNC HOUSING TAX CREDIT FUND VI, L.P., SERIES 5
(A CALIFORNIA LIMITED PARTNERSHIP)
NOTES TO FINANCIAL STATEMENTS - CONTINUED
FOR THE YEAR ENDED MARCH 31, 2000,
FOR THE THREE MONTHS ENDED MARCH 31, 1999,
FOR THE YEAR ENDED DECEMBER 31, 1998 AND FOR THE PERIOD AUGUST 29, 1997
(DATE OPERATIONS COMMENCED) THROUGH DECEMBER 31, 1997
NOTE 3 - INVESTMENTS IN LIMITED PARTNERSHIPS
--------------------------------------------
As of the periods presented, the Partnership had acquired limited partnership
interests in 14 Local Limited Partnerships, each of which owns one Housing
Complex consisting of an aggregate of 614 apartment units. As of March 31, 2000,
construction or rehabilitation of one 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%, as specified in
the Local Limited Partnership agreements, of the operating profits and losses,
taxable income and losses and tax credits of the Local Limited Partnerships.
The Partnership's investments in limited partnerships as reflected in the
balance sheets at March 31, 2000 and 1999, are approximately $2,134,000 and
$10,422,000, respectively, greater than the Partnership's combined equity at the
preceding December 31 as shown in the Local Limited Partnerships' combined
financial statements presented below. This difference is primarily due to
acquisition, selection, and other costs related to the acquisition of the
investments which have been capitalized in the Partnership's investment account
and to capital contributions payable to the limited partnerships which were
netted against partner capital in the Local Limited Partnerships' financial
statements (see Note 5). 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 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, 2000, no investment accounts in
Local Limited Partnerships reached a zero balance.
The following is a summary of the equity method activity of the investments in
limited partnerships for the periods presented:
<TABLE>
<CAPTION>
THE PERIOD
AUGUST 29,
1997 (DATE
OPERATIONS
FOR THE FOR THE THREE FOR THE YEARS COMMENCED)
YEAR ENDED MONTHS ENDED ENDED THROUGH
MARCH 31 MARCH 31 DECEMBER 31 DECEMBER 31,
------------- ------------- ------------- -------------
2000 1999 1998 1997
------------- ------------- ------------- -------------
<S> <C> <C> <C> <C>
Investments per balance sheet, beginning of period $ 19,968,445 $ 19,927,953 $ 2,398,460 $ -
Capital contributions 511,290 - 9,357,460 836,632
Capital contributions payable - - 7,191,106 860,671
Capitalized acquisition fees and costs 18,103 77,826 1,138,786 701,018
Distributions paid (500) - (315) -
Equity in income (losses) of limited partnerships (1,139,225) (22,000) (110,194) 2,395
Amortization of paid acquisition fees and costs (64,459) (15,334) (47,350) (2,256)
------------- ------------- ------------- -------------
Investments in limited partnerships, end of period $ 19,293,654 $ 19,968,445 $ 19,927,953 $ 2,398,460
============= ============= ============= =============
</TABLE>
22
<PAGE>
WNC HOUSING TAX CREDIT FUND VI, L.P., SERIES 5
(A CALIFORNIA LIMITED PARTNERSHIP)
NOTES TO FINANCIAL STATEMENTS - CONTINUED
FOR THE YEAR ENDED MARCH 31, 2000,
FOR THE THREE MONTHS ENDED MARCH 31, 1999,
FOR THE YEAR ENDED DECEMBER 31, 1998 AND FOR THE PERIOD AUGUST 29, 1997
(DATE OPERATIONS COMMENCED) THROUGH DECEMBER 31, 1997
NOTE 3 - INVESTMENTS IN LIMITED PARTNERSHIPS, CONTINUED
-------------------------------------------------------
The financial information from the individual financial statements of the Local
Limited Partnerships include rental and interest subsidies. Rental subsidies are
included in total revenues and interest subsidies are generally netted against
interest expense. Approximate combined condensed financial information from the
individual financial statements of the individual financial statements of the
Local Limited Partnerships as of December 31 and for the years then ended is as
follows:
<TABLE>
COMBINED CONDENSED BALANCE SHEETS
<CAPTION>
1999 1998
------------- -------------
<S> <C> <C>
ASSETS
BUILDINGS AND IMPROVEMENTS, NET OF ACCUMULATED
DEPRECIATION FOR 1999 AND 1998 OF $1,593,000 AND
$797,000, RESPECTIVELY $ 22,366,000 $ 9,037,000
LAND 804,000 755,000
CONSTRUCTION IN PROGRESS 7,823,000 10,010,000
OTHER ASSETS 1,524,000 1,649,000
------------- -------------
$ 32,517,000 $ 21,451,000
============= =============
LIABILITIES
MORTGAGE AND CONSTRUCTION LOANS PAYABLE $ 12,109,000 $ 11,309,000
DUE TO RELATED PARTIES 1,630,000 177,000
OTHER LIABILITIES 1,600,000 535,000
------------- -------------
15,339,000 12,021,000
------------- -------------
PARTNERS' CAPITAL
WNC CALIFORNIA HOUSING TAX CREDITS VI, L.P., SERIES 5 17,160,000 9,546,000
OTHER PARTNERS 18,000 (116,000)
------------- -------------
17,178,000 9,430,000
------------- -------------
$ 32,517,000 $ 21,451,000
============= =============
</TABLE>
23
<PAGE>
WNC HOUSING TAX CREDIT FUND VI, L.P., SERIES 5
(A CALIFORNIA LIMITED PARTNERSHIP)
NOTES TO FINANCIAL STATEMENTS - CONTINUED
FOR THE YEAR ENDED MARCH 31, 2000,
FOR THE THREE MONTHS ENDED MARCH 31, 1999,
FOR THE YEAR ENDED DECEMBER 31, 1998 AND FOR THE PERIOD AUGUST 29, 1997
(DATE OPERATIONS COMMENCED) THROUGH DECEMBER 31, 1997
NOTE 3 - INVESTMENTS IN LIMITED PARTNERSHIPS, CONTINUED
-------------------------------------------------------
<TABLE>
COMBINED CONDENSED STATEMENT OF OPERATIONS
<CAPTION>
1999 1998 1997
------------ ------------ ------------
<S> <C> <C> <C>
REVENUES $ 1,733,000 $ 1,088,000 $ 2,000
------------ ------------ ------------
EXPENSES:
OPERATING EXPENSES 1,221,000 644,000 -
INTEREST EXPENSE 510,000 268,000 -
DEPRECIATION AND AMORTIZATION 752,000 286,000 -
------------ ------------ ------------
TOTAL EXPENSES 2,483,000 1,198,000 -
------------ ------------ ------------
NET INCOME (LOSS) $ (750,000) $ (110,000) $ 2,000
============ ============ ============
NET INCOME (LOSS) ALLOCABLE TO THE PARTNERSHIP $ (861,000) $ (110,000) $ 2,000
============ ============ ============
NET INCOME (LOSS) RECORDED BY THE PARTNERSHIP $(1,139,000) $ (110,000) $ 2,000
============ ============ ============
</TABLE>
Certain Local Limited Partnerships have incurred significant operating losses
and have working capital deficiencies. In the event these Local Limited
Partnerships continue to incur significant operating losses, additional capital
contributions by the Partnership and/or the Local General Partner may be
required to sustain the operations of such Local Limited Partnerships. If
additional capital contributions are not made when they are required, the
Partnership's investment in certain of such Local Limited Partnerships could be
impaired, and the loss and recapture of the related tax credits could occur.
NOTE 4 - RELATED PARTY TRANSACTIONS
-----------------------------------
Under the terms of the Partnership Agreement, the Partnership has paid or is
obligated to the General Partner or their affiliates for the following items:
Acquisition fees of 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, 2000 and
1999 and December 31, 1998, the Partnership incurred acquisition fees
of $1,750,000, $1,747,298, and $1,670,772, respectively. Accumulated
amortization of these capitalized costs was $118,154, $59,860 and
$45,936 as of March 31, 2000 and 1999 and December 31, 1998,
respectively.
Reimbursement of costs incurred by 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, 2000 and 1999 and December 31, 1998, the Partnership incurred
acquisition costs of $185,734, $170,333 and $169,033, respectively,
which have been included in investments in limited partnerships.
Accumulated amortization was $11,245, $5,080 and $3,670 for March 31,
2000 and 1999 and December 31, 1998, respectively.
24
<PAGE>
WNC HOUSING TAX CREDIT FUND VI, L.P., SERIES 5
(A CALIFORNIA LIMITED PARTNERSHIP)
NOTES TO FINANCIAL STATEMENTS - CONTINUED
FOR THE YEAR ENDED MARCH 31, 2000,
FOR THE THREE MONTHS ENDED MARCH 31, 1999,
FOR THE YEAR ENDED DECEMBER 31, 1998 AND FOR THE PERIOD AUGUST 29, 1997
(DATE OPERATIONS COMMENCED) THROUGH DECEMBER 31, 1997
NOTE 4 - RELATED PARTY TRANSACTIONS, CONTINUED
----------------------------------------------
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
$67,180 and $16,795 were incurred during the year and three months
ended March 31, 2000 and 1999, respectively, and $66,382 and $0 were
incurred for the years ended December 31, 1998 and 1997, respectively,
of which $92,882 and $36,000 were paid during the year ended March 31,
2000 and the three months ended March 31, 1999 and $0 was paid during
the years ended December 31, 1998 and 1997, respectively.
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 General Partner and affiliates consist of
the following:
MARCH 31 DECEMBER 31
------------------------ ---------
2000 1999 1998
--------- --------- ---------
Acquisition fees $ - $ 77,778 $ 1,252
Asset management fee payable 21,475 47,177 66,382
Advances from WNC 95,171 26,759 25,884
Other 7,072 8,259 3,869
--------- --------- ---------
Total $123,718 $159,973 $ 97,387
========= ========= =========
NOTE 5 - PAYABLES TO LIMITED PARTNERSHIPS
-----------------------------------------
Payables to limited partnerships represent amounts which are due at various
times based on conditions specified in the respective limited partnership
agreements. These contributions are payable in installments and are generally
due upon the limited partnerships achieving certain development and operating
benchmarks (generally within two years of the Partnership's initial investment).
NOTE 6 - 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 7 - SUBSCRIPTIONS AND NOTES RECEIVABLE
-------------------------------------------
During 1998, the Partnership received subscriptions for 15,166 Units which
included promissory notes of $615,250, of which $576,650 was collected in 1999
prior to the issuance of the December 31, 1998 financial statements, leaving an
unpaid balance of $38,600. As this balance was paid in 1999 prior to issuance of
the March 31, 1999 financial statements it is reflected as capital contributed
during the three months ended March 31, 1999.
25
<PAGE>
WNC HOUSING TAX CREDIT FUND VI, L.P., SERIES 5
(A CALIFORNIA LIMITED PARTNERSHIP)
NOTES TO FINANCIAL STATEMENTS - CONTINUED
FOR THE YEAR ENDED MARCH 31, 2000,
FOR THE THREE MONTHS ENDED MARCH 31, 1999,
FOR THE YEAR ENDED DECEMBER 31, 1998 AND FOR THE PERIOD AUGUST 29, 1997
(DATE OPERATIONS COMMENCED) THROUGH DECEMBER 31, 1997
NOTE 7 - SUBSCRIPTIONS AND NOTES RECEIVABLE, CONTINUED
------------------------------------------------------
In 1997, the Partnership had received promissory notes of $351,150 related to
the sale of Units, of which $48,000 was collected in 1998 and $303,150 was
collected in 1999. Promissory notes collected subsequent to year end and prior
to the issuance of the financial statements are recorded as a capital
contribution and an asset in the financial statements. Any unpaid balance as of
the issuance of the 1998 financial statements was reflected as a reduction of
partners' equity in the financial statements.
As of December 31, 1997, the Partnership had received subscriptions for 9,834
units which included subscriptions receivable of $631,885 and promissory notes
of $351,150, of which, all of the subscription receivables were collected and
$48,000 of the promissory notes were collected in 1998. Limited partners who
subscribed for ten or more units of limited partnerships interest ($10,000)
could elect to pay 50% of the purchase price in cash upon subscription and the
remaining 50% by the delivery of a promissory note payable, together with
interest at 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 prior to the issuance of the 1997 financial statements were recorded as
a capital contribution and an asset. Any unpaid balance at that date was
reflected as a reduction of partners' equity in the accompanying financial
statements.
NOTE 8 - WRITE OFF OF ADVANCES TO LOCAL LIMITED PARTNERSHIP
-----------------------------------------------------------
During the year ended March 31, 2000 and subsequent to year end, the Partnership
advanced cash in the amount of $402,000 to one of the Local Limited Partnerships
in which it has a Limited Partnership interest. Advances were made to augment
the Local Limited Partnership's cash flows which were not sufficient to support
the operating costs of the property. Such advances have been expensed in full in
the accompanying financial statements. Subsequent to year end, the respective
property has continued to rent up and Section 8 certifications have been
obtained for approximately 98% of the units. Such certifications should enable
the property to charge market rents applicable to multi-family housing complexes
and attain a positive cash flow.
26
<PAGE>
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
NOT APPLICABLE
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
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 69, is the founder, Chairman, 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 66, is Vice-Chairman, a Director, a 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 37, is President, Chief Operating Officer, a
Director 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 48, 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.
27
<PAGE>
Michael L. Dickenson, age 43, is Vice President and Chief Financial Officer, and
a member of the Acquisition Committee of WNC & Associates, Inc., and Chief
Financial Officer of WNC Management, Inc. He has been involved with acquisition
and investment activities with respect to real estate since 1985. Prior to
joining the Sponsor in March 1999, he was the Director of Financial Services at
TrizecHahn Centers Inc., a developer and operator of commercial real estate,
from 1995 to 1999, a Senior Manager with E&Y Kenneth Leventhal Real Estate
Group, Ernst & Young, LLP, from 1988 to 1995, and Vice President of Finance with
Great Southwest Companies, a commercial and residential real estate developer,
from 1985 to 1988. Mr. Dickenson is a member of the Financial Accounting
Standards Committee for the National Association of Real Estate Companies and
the American Institute of Certified Public Accountants, and a Director of
HomeAid Southern California, a charitable organization affiliated with the
building industry. He graduated from Texas Tech University in 1978 with a
Bachelor of Business Administration - Accounting degree, and is a Certified
Public Accountant in California and Texas.
Thomas J. Riha, age 45, is 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 54, is Vice President - Institutional Investments 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 37, 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 that 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 45, 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 63, 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. EXECUTIVE COMPENSATION
The Partnership has no officers, employees, or directors. However, under the
terms of the Partnership Agreement the Partnership is obligated to the General
Partner or its affiliates for the following fees:
(a) Organization and Offering Expenses. The Partnership accrued or paid the
General Partner or its affiliates as of March 31, 2000 and 1999 and
December 31, 1998 approximately $3,357,000, $3,248,000 and $3,183,000,
respectively, for selling commissions and other fees and expenses of
the Partnership's offering of Units. Of the total accrued or paid,
approximately $2,607,000, $2,498,000 and $2,433,000, 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.
28
<PAGE>
(b) Acquisition Fees. Acquisition fees in an amount equal to 7.0% of the
gross proceeds of the Partnership's Offering ("Gross Proceeds"). As of
March 31, 2000 and 1999 and December 31, 1998, the aggregate amount of
acquisition fees paid or accrued was approximately $1,750,000,
$1,747,300 and $1,670,800, respectively.
(c) Acquisition Expense. The Partnership reimbursed the General Partner or
its affiliates as of March 31, 2000 and 1999 and December 31, 1998 for
acquisition expense, not to exceed 1.5% of the Gross Proceeds, expended
by such persons on behalf of the Partnership in the amounts $186,000,
$170,000 and $169,000, respectively.
(d) Annual Asset Management Fee. An annual asset management fee in an
amount equal to 0.2% of the Invested Assets of the Partnership.
"Invested Assets" is defined as the sum of the Partnership's Investment
in Local Limited Partnerships and the Partnership's allocable share of
the amount of the mortgage loans on and other debts related to the
Housing Complexes owned by such Local Limited Partnerships. Fees of
$67,000, $17,000 and $66,000 were incurred for the year ended March 31,
2000, the three months ended March 31, 1999 and the year ended December
31, 1998. The Partnership paid the General Partner or its affiliates
$93,000, $36,000 and $0 of those fees during the year ended March 31,
2000, the three months ended March 31, 1999 and the year ended December
31, 1998, respectively.
(e) Operating Expenses. The Partnership reimbursed the General Partner or
its affiliates for operating expenses of approximately $83,000, $0 and
$4,500 during the year ended March 31, 2000, the three months ended
March 31, 1999 and the year ended December 31, 1998, respectively,
expended by such persons on behalf of the Partnership.
(f) Subordinated Disposition Fee. A subordinated disposition fee in an
amount equal to 1% of the sale price received in connection with the
sale or disposition of an Apartment Complex or Local Limited
Partnership Interest. Subordinated disposition fees will be
subordinated to the prior return of the Limited Partners' capital
contributions and payment of the Return on Investment to the Limited
Partners. "Return on Investment" means an annual, cumulative but not
compounded, "return" to the Limited Partners (including Low Income
Housing Credits) as a class on their adjusted capital contributions
commencing for each Limited Partner on the last day of the calendar
quarter during which the Limited Partner's capital contribution is
received by the Partnership, calculated at the following rates: (i) 12%
through December 31, 2008, and (ii) 6% for the balance of the
Partnerships term. No disposition fees have been paid.
(g) Interest in Partnership. The General Partner will receive 1% of the Low
Income Housing Credits. The General Partner was allocated Low Income
Housing Credits of $1,190 and $441 for the years ended December 31,
1999 and 1998, respectively. The General Partners are also entitled to
receive 1% of cash distributions. There were no distributions of cash
to the General Partner during the year ended March 31, 2000, the three
months ended March 31, 1999 or the year ended December 31, 1998.
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.
29
<PAGE>
First, with the consent of any other General Partners and a
majority-in-interest of the Limited Partners, any General Partner may
designate one or more persons to be successor or additional General
Partners. In addition, any General Partner may, without the consent of
any other General Partner or the Limited Partners, (i) substitute in
its stead as General Partner any entity which has, by merger,
consolidation or otherwise, acquired substantially all of its assets,
stock or other evidence of equity interest and continued its business,
or (ii) cause to be admitted to the Partnership an additional General
Partner or Partners if it deems such admission to be necessary or
desirable so that the Partnership will be classified a partnership for
Federal income tax purposes. Finally, a majority-in-interest of the
Limited Partners may at any time remove the General Partner of the
Partnership and elect a successor General Partner.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The General Partner manages all of the Partnership's affairs. The transactions
with the General Partner are primarily in the form of fees paid by the
Partnership for services rendered to the Partnership and the General Partner's
interest in the Partnership, as discussed in Item 11 and in the notes to the
Partnership's financial statements.
30
<PAGE>
PART IV.
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
Independent Auditors' Report
Balance Sheets, March 31, 2000 and 1999 and December 31, 1998
Statements of Operations for the year ended March 31, 2000, the three
months ended March 31, 1999, the year ended December 31, 1998 and the
period August 29, 1997 (Date Operations Commenced) through December
31, 1997
Statements of Partners' Equity (Deficit) for the year ended March 31,
2000, the three months ended March 31, 1999, the year ended December
31, 1998 and the period August 29, 1997 (Date Operations Commenced)
through December 31, 1997
Statements of Cash Flows for the year ended March 31, 2000, the three
months ended March 31, 1999, the year ended December 31, 1998 and the
period August 29, 1997 (Date Operations Commenced) through December
31, 1997
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.
-------------------
1. A Form 8-K dated May 13, 1999 was filed on May 14, 1999 reporting the
Partnership's change in fiscal year end to March 31. No financial
statements were included.
(c) Exhibits.
--------
3.1 Agreement of Limited Partnership dated as of March 3, 1997 included as
Exhibit 3.1 to the Form 10-K filed for the year ended December 31,
1997, is hereby incorporated herein as Exhibit 3.1.
3.2 First Amendment to Agreement of Limited Partnership dated August 29,
1997 included as Exhibit 3.2 to the Form 10-K filed for the year ended
December 31, 1997, is hereby incorporated as Exhibit 3.2.
10.1 Amended and Restated Agreement of Limited Partnership of Chillicothe
Plaza Apts., L.P. filed as exhibit 10.1 to the current report on Form
8-K dated November 11, 1997, is herein incorporated by reference as
Exhibit 10.1.
10.2 Amended and Restated Agreement of Spring Valley Terrace Apartments,
L.L.C. filed as Exhibit 10.3 to Post-effective Amendment No. 1 to
Registration statement, is herein incorporated by reference as Exhibit
10.2.
10.3 Amended and Restated Agreement of Limited Partnership of El Reno
Housing Associates Limited Partnership filed as Exhibit 10.1 to the
current report on Form 8-K dated January 15, 1998, is herein
incorporated by reference as Exhibit 10.3.
10.4 Second Amended and Restated Agreement of Limited Partnership of Hughes
Villas Limited Partnership filed as Exhibit 10.2 to the current report
on Form 8-K dated January 15, 1998, is herein incorporated by reference
as Exhibit 10.4.
10.5 First Amendment to Second Amended and Restated Agreement of Limited
Partnership of Hughes Villas Limited Partnership filed as Exhibit 10.3
to the current report on Form 8-K dated January 15, 1998, is herein
incorporated by reference as Exhibit 10.5.
31
<PAGE>
10.6 Amended and Restated Agreement of Limited Partnership of Mark Twain
Senior Community Limited Partnership filed as Exhibit 10.3 to the
current report on Form 8-K dated January 15, 1998, is herein
incorporated by reference as Exhibit 10.6.
10.7 Amended and Restated Agreement of Limited Partnership of Bradley
Villas, L.P. filed as Exhibit 10.1 to Form 8-K dated April 1, 1998 is
herein incorporated as Exhibit 10.7.
10.8 Amended and Restated Agreement of Limited Partnership of Murfreeburo
Villas filed as Exhibit 10.5 to Form 8-K dated April 1, 1998 is herein
incorporated as Exhibit 10.8.
10.9 Amended and Restated Agreement of Limited Partnership of United
Development Co., L.P. - 97-2 filed as Exhibit 10.3 to Form 8-K dated
April 30, 1998 is herein incorporated as Exhibit 10.9.
10.10 Second Amended and Restated Agreement of Limited Partnership of United
Development Co., L.P. - 97-2 filed as Exhibit 10.2 to Form 8-K dated
April 30, 1998 is herein incorporated as Exhibit 10.10.
10.11 Second Amended and Restated Agreement of Limited Partnership of United
Development Co., L.P. - 97-1 filed as Exhibit 10.3 to Form 8-K dated
April 30, 1998 is herein incorporated as Exhibit 10.11.
10.12 Second Amended and Restated Agreement of Limited Partnership of Concord
Apartment Partners, L.P. filed as Exhibit 10.1 to Form 8-K dated May
31, 1998 is herein incorporated as Exhibit 10.12.
10.13 Amended and Restated Agreement of Limited Partnership of Mansur Wood
Living Center, L.P. filed as Exhibit 10.1 to Form 8-K dated September
19, 1998 is herein incorporated as Exhibit 10.13.
10.14 Amended and Restated Agreement of Apartment Housing of Theodore, LTD
filed as Exhibit 10.23 to Post-Effective Amendment No 3 to Registration
Statement dated May 1, 1998 is herein incorporated as Exhibit 10.14.
10.15 Amended and Restated Agreement of Limited Partnership of Enhance,
L.P. filed as Exhibit 10.1 to Form 10-K dated December 5, 2000 is
herein incorporated as Exhibit 10.15.
21.1 Financial Statements of Mansur Wood Elderly Living Center, L.P., for
the year ended December 31, 1998 together with auditors report thereon;
a significant subsidiary of the Partnership, filed as exhibit 21.1 to
Form 10-K dated August 5, 1999 is herein incorporated by reference as
Exhibit 21.1.
21.2 Financial Statements for Mansur Wood Elderly Living Center, L.P., for
the year ended December 31, 1999 together with auditors report thereon;
a significant subsidiary of the Partnership filed as exhibit 21.2 to
Form 10-K dated December 5, 2000 is herein incorporated by reference as
Exhibit 21.2.
(d) FINANCIAL STATEMENT SCHEDULES FOLLOW, as set forth in subsection (a)(2)
hereof.
32
<PAGE>
REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS ON
FINANCIAL STATEMENT SCHEDULES
To the Partners
WNC Housing Tax Credit Fund VI, L.P., Series 5
The audits referred to in our report dated November 13, 2000, relating to the
2000, 1999 and 1998 financial statements of WNC Housing Tax Credit Fund VI,
L.P., Series 5 (the "Partnership"), which is 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 financial information set forth therein.
/s/ BDO SEIDMAN, LLP
BDO SEIDMAN, LLP
Orange County, California
November 13, 2000
33
<PAGE>
WNC HOUSING TAX CREDIT FUND VI, L.P., SERIES 5
SCHEDULE III
REAL ESTATE OWNED BY LOCAL LIMITED PARTNERSHIPS
MARCH 31, 2000
<TABLE>
<CAPTION>
----------------------------------- ------------------------------------------------------
AS OF MARCH 31, 2000 AS OF DECEMBER 31, 1999
----------------------------------- ------------------------------------------------------
PARTNERSHIP'S AMOUNT OF
TOTAL INVESTMENT INVESTMENT ENCUMBRANCES OF PROPERTY NET
IN LOCAL LIMITED PAID LOCAL LIMITED AND ACCUMULATED BOOK
PARTNERSHIP NAME LOCATION PARTNERSHIPS TO DATE PARTNERSHIPS EQUIPMENT DEPRECIATION VALUE
------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Apartment Housing of Theodore, $ 1,188,000 $ 1,188,000 $ 1,155,000 $ 2,345,000 $ 55,000 $ 2,290,000
Theodore Alabama
Bradley Villas Bradley, 501,000 501,000 533,000 1,000,000 54,000 946,000
Limited Partnership Arkansas
Chillicothe Plaza Chillicothe, 972,000 972,000 764,000 1,899,000 27,000 1,872,000
Apts. L.P. Missouri
Concord Apartment Orlando, 470,000 470,000 290,000 442,000 50,000 392,000
Partners, L.P. Florida
El Reno Housing El Reno, 3,040,000 2,836,000 2,367,000 5,984,000 185,000 5,799,000
Associates Limited Oklahoma
Partnership
Enhance, L.P. Baton Rouge, 620,000 620,000 545,000 1,366,000 87,000 1,279,000
Louisiana
Hillcrest Heights, L.P. Marshalltown, 609,000 609,000 592,000 1,210,000 49,000 1,161,000
Iowa
Hughes Villas Limited Hughes, 182,000 182,000 763,000 986,000 105,000 881,000
Partnership Arkansas
Mansur Wood Living Carbon Cliff, 6,446,000 6,446,000 1,000,000 7,873,000 - 7,873,000
Center, L.P. Illinois
Mark Twain Senior Oakland, 740,000 715,000 1,459,000 2,518,000 670,000 1,848,000
Community Limited California
Partnership
Murfreesboro Villas Murfreesboro, 685,000 685,000 640,000 1,258,000 61,000 1,197,000
Limited Parnership Arkansas
Spring Valley Terrace Mayer, Arizona 696,000 676,000 725,000 1,428,000 54,000 1,374,000
Apartments, LLC
United Development Co., Memphis, 1,845,000 1,821,000 898,000 3,166,000 91,000 3,075,000
L.P. - 97.1 Tennessee
United Development Co., Memphis, 743,000 743,000 378,000 1,111,000 105,000 1,006,000
L.P. - 97.2 Tennessee
----------- ----------- ----------- ----------- ---------- -----------
$18,737,000 $18,464,000 $12,109,000 $32,586,000 $1,593,000 $30,993,000
=========== =========== =========== =========== ========== ===========
</TABLE>
34
<PAGE>
WNC HOUSING TAX CREDIT FUND VI, L.P., SERIES 5
SCHEDULE III
REAL ESTATE OWNED BY LOCAL LIMITED PARTNERSHIPS
MARCH 31, 2000
<TABLE>
<CAPTION>
---------------------------------------------------------------------------
FOR THE YEAR ENDED DECEMBER 31, 1999
---------------------------------------------------------------------------
YEAR
RENTAL NET INCOME INVESTMENT ESTIMATED USEFUL
PARTNERSHIP NAME INCOME (LOSS) ACQUIRED STATUS LIFE (YEARS)
---------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Apartment Housing of Theodore $ 57,000 $ (54,000) 1998 Completed 40.0
Bradley Villas Limited Partnership 64,000 (21,000) 1998 Completed 40.0
Chillicothe Plaza Apts. L.P. 44,000 (23,000) 1997 Completed 50.0
Concord Apartment Partners, L.P. 94,000 (30,000) 1998 Completed 30.0
El Reno Housing Associates Limited
Partnership 59,000 (390,000) 1998 Completed 40.0
Enhance, L.P. 83,000 (81,000) 2000 Completed 27.5
Hillcrest Heights, L.P. 138,000 (31,000) 1998 Completed 27.0
Hughes Villas Limited Partnership 90,000 (18,000) 1998 Completed 40.0
Mansur Wood Living Center, L.P. - 112,000 1998 2000 27.5
Mark Twain Senior Community Limited
Partnership 500,000 (113,000) 1998 Completed 27.5
Murfreesboro Villas Limited
Partnership 43,000 (48,000) 1998 Completed 40.0
Spring Valley Terrace Apartments,
LLC 32,000 (59,000) 1997 Completed 40.0
United Development Co., L.P. - 97.1
249,000 47,000 1998 Completed 27.5
United Development Co., L.P. - 97.2 103,000 (41,000) 1998 Completed 27.5
------------ -----------
$ 1,556,000 $ (750,000)
=========== ===========
</TABLE>
35
<PAGE>
WNC HOUSING TAX CREDIT FUND VI, L.P., SERIES 5
SCHEDULE III
REAL ESTATE OWNED BY LOCAL LIMITED PARTNERSHIPS
MARCH 31, 1999
<TABLE>
<CAPTION>
----------------------------------- ------------------------------------------------------
AS OF MARCH 31, 1999 AS OF DECEMBER 31, 1998
----------------------------------- ------------------------------------------------------
PARTNERSHIP'S AMOUNT OF
TOTAL INVESTMENT INVESTMENT ENCUMBRANCES OF PROPERTY NET
IN LOCAL LIMITED PAID LOCAL LIMITED AND ACCUMULATED BOOK
PARTNERSHIP NAME LOCATION PARTNERSHIPS TO DATE PARTNERSHIPS EQUIPMENT DEPRECIATION VALUE
------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Apartment Housing of Theodore, $ 1,277,000 $ 839,000 $ 898,000 $ 1,651,000 $ - $ 1,651,000
Theodore Alabama
Bradley Villas Limited Bradley, 501,000 501,000 538,000 1,000,000 23,000 977,000
Partnership Arkansas
Chillicothe Plaza Apts. Chillicothe, 991,000 697,000 246,000 1,008,000 - 1,008,000
L.P. Missouri
Concord Apartment Orlando, Florida 470,000 470,000 293,000 442,000 26,000 416,000
Partners, L.P.
El Reno Housing Associates El Reno, 3,040,000 3,040,000 2,187,000 4,032,000 - 4,032,000
Limited Partnership Oklahoma
Hillcrest Heights, L.P. Marshalltown, 609,000 609,000 598,000 1,209,000 14,000 1,195,000
Iowa
Hughes Villas Limited Hughes, Arkansas 182,000 182,000 765,000 986,000 76,000 910,000
Partnership
Mansur Wood Living Center, Carbon Cliff, 6,446,000 1,611,000 1,420,000 2,060,000 - 2,060,000
L.P. Illinois
Mark Twain Senior Community Oakland, 740,000 715,000 1,470,000 2,509,000 575,000 1,934,000
Limited Partnership California
Murfreesboro Villas Murfreesboro, 686,000 686,000 643,000 1,258,000 20,000 1,238,000
Limited Partnership Arkansas
Spring Valley Terrace Mayer, Arizona 716,000 648,000 997,000 1,428,000 14,000 1,414,000
Apartments LLC
United Development Co., Memphis, 1,845,000 1,384,000 876,000 1,922,000 1,000 1,921,000
L.P. - 97.1 Tennessee
United Development Co., Memphis, 743,000 733,000 378,000 1,094,000 48,000 1,046,000
L.P. - 97.2 Tennessee
------------ ------------ ------------ ------------ ---------- ------------
$ 18,246,000 $ 12,155,000 $ 11,309,000 $ 20,599,000 $ 797,000 $ 19,802,000
============ ============ ============ ============ ========== ============
</TABLE>
36
<PAGE>
WNC HOUSING TAX CREDIT FUND VI, L.P., SERIES 5
SCHEDULE III
REAL ESTATE OWNED BY LOCAL LIMITED PARTNERSHIPS
MARCH 31, 1999
<TABLE>
<CAPTION>
---------------------------------------------------------------------------
FOR THE YEAR ENDED DECEMBER 31, 1998
---------------------------------------------------------------------------
YEAR
RENTAL NET INCOME INVESTMENT ESTIMATED USEFUL
PARTNERSHIP NAME INCOME (LOSS) ACQUIRED STATUS LIFE (YEARS)
---------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Apartment Housing of Theodore $ - $ - 1998 1999 Under Construction
Bradley Villas Limited Partnership 47,000 (16,000) 1998 Completed 40.0
Chillicothe Plaza Apts. L.P. - 18,000 1997 1999 Under Construction
Concord Apartment Partners, L.P. 87,000 (51,000) 1998 Completed 30.0
El Reno Housing Associates Limited
Partnership - 8,000 1998 1999 40.0
Hillcrest Heights, L.P. 41,000 (22,000) 1998 Completed 27.0
Hughes Villas Limited Partnership 93,000 (3,000) 1998 Completed 40.0
Mansur Wood Living Center, L.P. - 83,000 1998 2000 27.5
Mark Twain Senior Community Limited
Partnership 592,000 (11,000) 1998 Completed 27.5
Murfreesboro Villas Limited
Partnership 11,000 (31,000) 1998 Completed 40.0
Spring Valley Terrace Apartments,
LLC 7,000 (29,000) 1997 Completed 40.0
United Development Co., L.P. - 97.1 7,000 5,000 1998 1999 27.5
United Development Co., L.P. - 97.2 53,000 (61,000) 1998 Completed 27.5
------- ---------
$ 938,000 $(110,000)
========= ==========
</TABLE>
37
<PAGE>
WNC HOUSING TAX CREDIT FUND VI, L.P., SERIES 5
SCHEDULE III
REAL ESTATE OWNED BY LOCAL LIMITED PARTNERSHIPS
DECEMBER 31, 1998
<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------
AS OF DECEMBER 31, 1998
-------------------------------------------------------------------------------------------
PARTNERSHIP'S AMOUNT OF
TOTAL INVESTMENT INVESTMENT ENCUMBRANCES OF PROPERTY NET
IN LOCAL LIMITED PAID LOCAL LIMITED AND ACCUMULATED BOOK
PARTNERSHIP NAME LOCATION PARTNERSHIPS TO DATE PARTNERSHIPS EQUIPMENT DEPRECIATION VALUE
------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Apartment Housing of Theodore, $ 1,277,000 $ 638,000 $ 898,000 $ 1,651,000 $ - $ 1,651,000
Theodore Alabama
Bradley Villas Limited Bradley, 532,000 501,000 538,000 1,000,000 23,000 977,000
Partnership Arkansas
Chillicothe Plaza Apts. Chillicothe, 991,000 697,000 246,000 1,008,000 - 1,008,000
L.P. Missouri
Concord Apartment Orlando, 470,000 470,000 293,000 442,000 26,000 416,000
Partners, L.P. Florida
El Reno Housing Associates El Reno, 3,040,000 2,280,000 2,187,000 4,032,000 - 4,032,000
Limited Partnership Oklahoma
Hillcrest Heights, L.P. Marshalltown, 609,000 609,000 598,000 1,209,000 14,000 1,195,000
Iowa
Hughes Villas Limited Hughes, Arkansas 182,000 182,000 765,000 986,000 76,000 910,000
Partnership
Mansur Wood Living Center, Carbon Cliff, 6,446,000 831,000 1,420,000 2,060,000 - 2,060,000
L.P. Illinois
Mark Twain Senior Community Oakland, 740,000 715,000 1,470,000 2,509,000 575,000 1,934,000
Limited Partnership California
Murfreesboro Villas Murfreesboro, 686,000 686,000 643,000 1,258,000 20,000 1,238,000
Limited Partnership Arkansas
Spring Valley Terrace Mayer, Arizona 716,000 358,000 997,000 1,428,000 14,000 1,414,000
Apartments, LLC
United Development Co., Memphis, 1,845,000 1,384,000 876,000 1,922,000 1,000 1,921,000
L.P. - 97.1 Tennessee
United Development Co., Memphis, 743,000 733,000 378,000 1,094,000 48,000 1,046,000
L.P. - 97.2 Tennessee
------------ ------------ ------------ ------------ ---------- -----------
$ 18,277,000 $ 10,084,000 $ 11,309,000 $ 20,599,000 $ 797,000 $19,802,000
============ ============ ============ ============ ========== ===========
</TABLE>
38
<PAGE>
WNC HOUSING TAX CREDIT FUND VI, L.P., SERIES 5
SCHEDULE III
REAL ESTATE OWNED BY LOCAL LIMITED PARTNERSHIPS
DECEMBER 31, 1998
<TABLE>
<CAPTION>
---------------------------------------------------------------------------
FOR THE YEAR ENDED DECEMBER 31, 1998
---------------------------------------------------------------------------
YEAR
RENTAL NET INCOME INVESTMENT ESTIMATED USEFUL
PARTNERSHIP NAME INCOME (LOSS) ACQUIRED STATUS LIFE (YEARS)
---------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Apartment Housing of Theodore $ - $ - 1998 1999 Under Construction
Bradley Villas Limited Partnership 47,000 (16,000) 1998 Completed 40.0
Chillicothe Plaza Apts. L.P. - 18,000 1997 1999 Under Construction
Concord Apartment Partners, L.P. 87,000 (51,000) 1998 Completed 30.0
El Reno Housing Associates Limited
Partnership - 8,000 1998 1999 40.0
Hillcrest Heights, L.P. 41,000 (22,000) 1998 Completed 27.0
Hughes Villas Limited Partnership 93,000 (3,000) 1998 Completed 40.0
Mansur Wood Living Center, L.P. - 83,000 1998 2000 27.5
Mark Twain Senior Community Limited
Partnership 592,000 (11,000) 1998 Completed 27.5
Murfreesboro Villas Limited
Partnership 11,000 (31,000) 1998 Completed 40.0
Spring Valley Terrace Apartments,
LLC 7,000 (29,000) 1997 Completed 40.0
United Development Co., L.P. - 97.1 7,000 5,000 1998 1999 27.5
United Development Co., L.P. - 97.2 53,000 (61,000) 1998 Completed 27.5
---------- ----------
$ 938,000 $(110,000)
========== ==========
</TABLE>
39
<PAGE>
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 5
By: WNC & Associates, Inc. General Partner
By: /s/ Wilfred N. Cooper, Jr.
-------------------------
Wilfred N. Cooper, Jr.
President - Chief Operating Officer of WNC & Associates, Inc.
Date: November
By: /s/ Michael L. Dickenson
------------------------
Michael L. Dickenson
Vice-President - Chief Financial Officer of WNC & Associates, Inc.
Date: November
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, Sr.
--------------------------
Wilfred N. Cooper, Sr.
Chairman of the Board of WNC & Associates, Inc.
Date: November
By: /s/ John B. Lester, Jr.
-----------------------
John B. Lester, Jr.
Director of WNC & Associates, Inc.
Date: November
By: /s/ David N. Shafer
-------------------
David N Shafer
Director of WNC & Associates, Inc.
Date: November
40
